(I) CAMERON &
MITTLEMAN LLP, COUNSEL TO BORROWERS AND GUARANTORS COVERING SUCH MATTERS AS THE
LENDER MAY REASONABLY REQUEST, AND (II) LOCAL COUNSEL OF BORROWERS IN THE
JURISDICTIONS WHERE THE REAL PROPERTY IS LOCATED, COVERING SUCH MATTERS AS THE
LENDER MAY REASONABLY REQUEST;
E.
PAYMENT OF FEES.
THE PAYMENT BY
BORROWERS OF SUCH FEES AS BORROWERS HAVE AGREED TO PAY OR DELIVER TO LENDER
INCLUDING, WITHOUT LIMITATION UNDER THE FEE LETTER, THE REASONABLE FEES AND
EXPENSES OF BROWN RUDNICK BERLACK ISRAELS LLP AND OF OTHER COUNSEL TO LENDER AND
ALL FEES AND EXPENSES OF TITLE INSURANCE COMPANIES;
F.
TITLE INSURANCE.
BORROWERS SHALL
HAVE OBTAINED AND DELIVERED TO LENDER TITLE INSURANCE POLICIES FOR EACH NEW
MORTGAGE OF REAL PROPERTY ENTERED INTO BY BORROWERS AND ENDORSEMENTS TO THE
TITLE INSURANCE POLICIES PREVIOUSLY DELIVERED TO LENDER, INSURING THE MORTGAGES
AS INCREASED BY THE TERM LOAN PROVIDED FOR HEREIN AND AS MAY BE REQUESTED BY
LENDER FOR ANY CHANGES OR MODIFICATIONS IN THE REAL PROPERTY, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER;
5
G.
PARTICIPANT CONSENT.
LENDER SHALL HAVE
RECEIVED THE WRITTEN CONSENT OF ITS PARTICIPANTS TO THE INCREASE TO THE TERM
LOAN PURSUANT TO THIS FIFTH AMENDMENT AND TO THE PARTICIPANTS' PARTICIPATION
THEREIN IN FORM AND SUBSTANCE SATISFACTORY TO LENDER; AND
H.
OTHER DOCUMENTS.
SUCH OTHER AGREEMENTS,
INSTRUMENTS, AND DOCUMENTS AS LENDER MAY REASONABLY REQUIRE IN CONNECTION WITH
THIS FIFTH AMENDMENT.
6.
Miscellaneous.
A.
COUNTERPARTS.
THIS FIFTH AMENDMENT TO
LOAN AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AGREEMENT, AND ANY OF THE PARTIES HERETO MAY
EXECUTE THIS FIFTH AMENDMENT TO LOAN AGREEMENT BY SIGNING ANY SUCH COUNTERPART.
B.
FORCE AND EFFECT.
THE LOAN AGREEMENT
AND EACH OTHER LOAN DOCUMENT, AS AMENDED BY THIS FIFTH AMENDMENT, ARE HEREBY
RATIFIED, CONFIRMED AND APPROVED, AND SHALL CONTINUE IN FULL FORCE OR EFFECT.
C.
LOAN DOCUMENT.
THIS FIFTH AMENDMENT TO
LOAN AGREEMENT AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH ARE "LOAN
DOCUMENTS" AS SUCH TERM IS DEFINED IN THE LOAN AGREEMENT.
THIS FIFTH AMENDMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT.
THIS FIFTH AMENDMENT
TO LOAN AGREEMENT AND THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION
HEREWITH SET FORTH THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER THEREOF AND SUPERSEDE ANY PRIOR AGREEMENT AND CONTEMPORANEOUS
ORAL AGREEMENTS OF THE PARTIES CONCERNING THEIR SUBJECT MATTER.
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6
Signature Page to Fifth Amendment to Loan Agreement
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to Loan
Agreement as of the date first above written.
BORROWERS:
UNITED NATURAL FOODS, INC.
By:
/s/ Rick D. Puckett
Name:
Rick D. Puckett
Title:
Vice President
STOW MILLS, INC.
By:
/s/ Rick D. Puckett
Name:
Rick D. Puckett
Title:
Vice President
UNITED NATURAL FOODS
PENNSYLVANIA, INC.
By:
/s/ Rick D. Puckett
Name:
Rick D. Puckett
Title:
Vice President
ALBERT'S ORGANICS, INC.
By:
/s/ Rick D. Puckett
Name:
Rick D. Puckett
Title:
Vice President
LENDER:
FLEET