Exhibit 99.4
October 23, 2002
United Natural Foods, Inc.
000 Xxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx, Chief Financial Officer
RE: Fourth Amendment to Loan and Security Agreement
Dear Xxxx:
Reference is made to the Loan and Security Agreement dated as of August
31, 2001 (as amended, the "Loan Agreement") among United Natural Foods, Inc.
("UNF"), Mountain People's Warehouse Incorporated ("MPW"), Nutrasource, Inc.
("Nutrasource"), Rainbow Natural Foods, Inc. ("Rainbow"), Stow Xxxxx, Inc.
("SMI"), United Natural Foods Pennsylvania, Inc. ("UNFPA" and together with UNF,
MPW, Nutrasource, Rainbow and SMI, the "Borrowers") each of the Lenders
identified under the caption "Lenders" on the signature pages thereto and Fleet
Capital Corporation as administrative and collateral agent for the Lenders (the
"Agent"), Citizens Bank of Massachusetts (the "Syndication Agent"), U.S. Bank
National Association (the "Documentation Agent") and Fleet Securities, Inc. (the
"Arranger"), as amended by First Amendment dated April 16, 2002, Second
Amendment dated September 26, 2002 and Third Amendment dated October 17, 2002.
Capitalized terms not defined herein shall have the meanings ascribed thereto in
the Loan Agreement.
The Borrowers have advised that Agent that they intend to refinance the
Real Property and that until such refinancing is consummated they require
additional borrowing availability under the Loan Agreement. The Lenders are
willing to make such additional amounts available, subject to the terms and
conditions hereof.
Accordingly, the parties hereto hereby agree as follows:
Amendments. For so long as the Borrowers continue diligently to pursue efforts
to refinance the Real Property, for a period (the "Refinancing Period")
commencing on the date hereof and continuing through and including the earlier
of (1) February 14, 2003, and (2) any date on which refinancing of real estate
owned by the Borrowers and Guarantors is completed (provided that nothing set
forth herein shall be deemed to constitute the consent of the Agent or Lenders
to such refinancing), the definition of the term "Borrowing Base" as set forth
in Appendix A to the Loan Agreement is amended to add the phrase "$15,000,000
plus" immediately before the phrase "an amount equal to the lesser of" in the
first line of such definition. After the end of such Refinancing Period, such
amendment shall be of no further force or effect. Representations and
Warranties. The Borrowers hereby represent and warrant as follows: Power,
Authority, Etc. The Borrowers have the power and authority for the making and
performing of this Fourth Amendment. This Fourth Amendment has been duly
executed and delivered by or on behalf of the Borrowers pursuant to authority
legally adequate therefore, and this Fourth Amendment is in full force and
effect and is a legal, valid and binding obligation of the Borrowers enforceable
in accordance with its terms subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws and equitable principles affecting the
enforcement of creditors' rights generally.
Incorporation of Representations and Warranties. The representations and
warranties of the Borrowers contained in the Loan Agreement, after giving effect
to the amendments thereto contemplated hereby, and except for any changes
resulting only from the passage of time, are true and correct on and as of the
date hereof as though made on and as of the date hereof and such representations
and warranties are hereto incorporated in this Fourth Amendment as though fully
set forth herein.
Miscellaneous
Counterparts. This Fourth Amendment 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 Fourth Amendment by signing any such
counterpart.
Force and Effect. Except as amended or modified by this Fourth Amendment, the
Loan Agreement and each of its terms and provisions, shall continue in full
force or effect.
Loan Document. This Fourth Amendment and all other documents executed in
connection herewith are "Loan Documents" as such term is defined in the Loan
Agreement. This Fourth Amendment 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.
Reaffirmation. By executing this Fourth Amendment, the undersigned Guarantors
hereby assent to the execution and delivery of this Fourth Amendment and all
other instruments and documents required to be executed and delivered pursuant
thereto by the Borrowers, and to the performance by the Borrowers of their
agreements and obligations hereunder and thereunder. Guarantors further affirm
that neither this Fourth Amendment nor the performance or consummation of any
transactions contemplated thereby shall limit, restrict, extinguish or otherwise
impair their agreements and obligations under the Guaranty Agreements, and
Guarantors hereby acknowledge and reaffirm such obligations. Guarantors
acknowledge, affirm and agree that the Guaranty Agreements are hereby ratified
and confirmed and benefit the Lenders under the Loan Agreement, as amended.
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IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
BORROWERS: UNITED NATURAL FOODS, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Vice Chair and CEO
MOUNTAIN PEOPLE'S WAREHOUSE
INCORPORATED
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board, President, CEO
NUTRASOURCE, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board, President, CEO
Treasurer
RAINBOW NATURAL FOODS, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board, President
STOW XXXXX, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board, President
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UNITED NATURAL FOODS OF
PENNSYLVANIA, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board
GUARANTORS: NATURAL RETAIL GROUP, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair
UNITED NATURAL TRADING, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board
THE HEALTH HUT, INC.
By: ______________________________
Name: ________________________
Title: _______________________
ALBERT'S ORGANICS, INC.
By: /s/ XXXXXXX X. XXXX
Name: Xxxxxxx X. Xxxx
Title: Chair of the Board
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AGENT: FLEET CAPITAL CORPORATION,
as Administrative Agent
By: /s/ XXX XXXXXX
Name: Xxx Xxxxxx
Title: Senior Vice President
LENDERS: FLEET CAPITAL CORPORATION, as a Lender
By: /s/ XXX XXXXXX
Name: Xxx Xxxxxx
Title: Senior Vice President
CITIZENS BANK OF MASSACHUSETTS, as a Lender
By: /s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ XXXX X. XXXX
Name: Xxxx X. Xxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, a Lender
By: /s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title: Vice President
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NATIONAL CITY BANK, a Lender
By: ______________________________
Name: ________________________
Title: _______________________
FIRST PIONEER FARM CREDIT, ACA, a Lender
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
ISRAEL DISCOUNT BANK
OF NEW YORK, a Lender
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: First Vice President
By: /s/ XXXX XXXXXX
Name: Xxxx Xxxxxx
Title: Vice President
XXXXXXX BANK, a Lender
By: /s/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: Vice President
SOVEREIGN BANK, a Lender
By: /s/ XXXXXXXXXXX X. XXXXXX
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
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