0001047469-08-010540 Sample Contracts

EIGHTH AMENDMENT AGREEMENT
Term Loan Agreement • October 1st, 2008 • United Natural Foods Inc • Wholesale-groceries, general line

EIGHTH AMENDMENT AGREEMENT (this “Agreement”) dated as of May 28, 2008, by and among United Natural Foods, Inc. and Albert’s Organics, Inc. (collectively, the “Borrowers”), and Bank of America, N.A., as successor to Fleet Capital Corporation (the “Lender”), with respect to the Term Loan Agreement dated as of April 28, 2003, as amended by an Amendment to Term Loan Agreement dated August 26, 2003, a Second Amendment to Term Loan Agreement dated December 18, 2003, a Third Amendment to Term Loan Agreement dated April 30, 2004, a Fourth Amendment to Term Loan Agreement dated June 15, 2005, a Fifth Amendment to Term Loan Agreement dated July 28, 2005, a Sixth Amendment to Term Loan Agreement dated November 2, 2007, and a Seventh Amendment to Term Loan Agreement dated November 27, 2007 (as amended, the “Term Loan Agreement”).

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FIFTH AMENDMENT AGREEMENT
Amended and Restated Loan and Security Agreement • October 1st, 2008 • United Natural Foods Inc • Wholesale-groceries, general line

FIFTH AMENDMENT AGREEMENT (this “Agreement”) dated as of May 28, 2008, by and among United Natural Foods, Inc., United Natural Foods West, Inc., United Natural Trading Co., Distribution Holdings, Inc., Springfield Development, LLC, and Millbrook Distribution Services Inc. (collectively, the “Borrowers”), Bank of America, N.A. (“Bank of America”) and the other lenders currently party to the Loan Agreement (the “Lenders”), and Bank of America, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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