Exhibit 10.60
NINTH AMENDMENT AGREEMENT
NINTH AMENDMENT AGREEMENT (this “Agreement”) dated as of February 25, 2009, 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, a Seventh Amendment to Term Loan Agreement dated November 27, 2007 and an Eighth Amendment Agreement dated as of May 28, 2008 (as amended, the “Term Loan Agreement”).
W I T N E S S E T H:
WHEREAS, the Borrowers have requested that the Lender amend certain other provisions of the Term Loan Agreement, and the Lender is willing to amend the Term Loan Agreement, on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
§1. Definitions. Capitalized terms used herein without definition that are defined in the Term Loan Agreement shall have the meanings given to such terms in the Term Loan Agreement, as amended hereby.
§2. Representations and Warranties; Acknowledgment. The Borrowers hereby represent and warrant to the Lender as follows:
(a) Each of the Borrowers has adequate power to execute and deliver this Agreement and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder. This Agreement and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which any Borrower is a party. The obligations contained in this Agreement and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the obligations under the Loan Documents, con stitute the legal, valid and binding obligations enforceable against any such Borrower in accordance with their respective terms.
(b) After giving effect to the transactions contemplated by this Agreement, all the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein or therein, except to the extent that any of such representations and warranties expressly relate by their terms to a prior date.
(c) No Event of Default under and as defined in any of the Loan Documents has occurred and is continuing on the date hereof.
§3. Amendments to Term Loan Agreement. The Term Loan Agreement is hereby amended as follows:
3.1. Amendments to Appendix A.
The definitions of “Permitted Purchase Money Indebtedness”, “Plan” and “Subordinated Debt” are hereby amended and restated in their entirety to read as follows:
“Permitted Purchase Money Indebtedness – Purchase Money Indebtedness and Capitalized Lease Obligations of Borrowers or Guarantors incurred after the date hereof which is secured solely by a Purchase Money Lien.”
“Plan – an employee benefit plan now or hereafter maintained for employees of Borrowers or their Subsidiaries that is covered by Title IV of ERISA.”
“Subordinated Debt – Indebtedness of Borrowers or their Subsidiaries that is subordinated to the Obligations in a manner satisfactory to Lender.”
Clause (i) of the definition of Restricted Investment is hereby amended and restated in its entirety to read as follows:
“(i) investments in Subsidiaries of UNF which are Borrowers or Guarantors;”
3.2. Amendment to Section 5.1.4.
Clause (iv) of Section 5.1.4 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(iv) the number of authorized, issued and treasury shares or membership interests, as the case may be, of each such Borrower and each Subsidiary of each such Borrower.”
3.3. Amendment to Section 5.1.11.
Section 5.1.11 of the Term Loan Agreement is hereby amended by deleting “.” from the end of such Section and inserting the following at the end of such Section:
“other than as set forth on Exhibit M hereto.”
3.4. Amendment to Section 6.1.3.
Section 6.1.3 of the Term Loan Agreement is hereby amended by deleting “and” from the end of clause (iv), renumbering clause (v) as clause (vi) and inserting a new clause (v) to read as follows:
“(v) contemporaneously with any Permitted Acquisition, a report supplementing, on a cumulative basis, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F and Exhibit I containing a description of all changes in the information included in such Exhibits as may be necessary for such Exhibits to be accurate and complete, such report to be signed by the chief executive officer or chief financial officer of UN F and to be in a form reasonably satisfactory to the Agent; and”
3.5. Amendment to Section 6.1.6.
Section 6.1.6 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.1.6. Taxes and Liens. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and government charges upon it, its income and Property as and when such taxes, assessments and charges are due and payable, unless and to the extent only that such taxes, assessments and charges are being contested in good faith and by appropriate proceedings and Borrowers maintain, and cause each Subsidiary to maintain, reasonable reserves on their books therefor. Borrowers shall also pay and discharge, and shall cause each Subsidiary to pay and disc harge, any lawful claims which, if unpaid, might become a Lien against any of the Borrowers’ or their Subsidiaries’ Property except for Permitted Liens.”
3.6. Amendment to Section 6.1.10.
Section 6.1.10 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.1.10. Compliance with Laws. Comply, and cause each Subsidiary to comply, with all laws, ordinances, governmental rules and regulations to which it is subject, and obtain and keep in force any and all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its Real Property or the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of the Borrowers and their Subsidiaries, taken as a whole.”
3.7. Amendment to Section 6.1.11.
Section 6.1.11 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.1.11. ERISA Compliance. (i) At all times make, and cause each Subsidiary to make, prompt payment of contributions required to meet the minimum funding standard set forth in ERISA with respect to each Plan; and (ii) notify Lender as soon as practicable of any Reportable Event and of any additional act or condition arising in connection with any Plan which the Borrowers believe might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan.”
3.8. Amendment to Section 6.1.12.
Section 6.1.12 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.1.12. Appraisals. At Lender’s request, but no more often than once every three years, obtain subsequent appraisals or updates to the Original Appraisals of the Real Property, at Borrowers’ expense, in form and substance satisfactory to Lender until such time as the Obligations are paid in full, provided however, (i) after an Event of Default occurs, (ii) if at any time Lender believes, for any reason, that the fair market value of the Real Property may have decreased or (iii) after a material casualty or condemnation occurs with respect to any of the Real Property and Len der is obligated to release insurance proceeds or condemnation awards to Borrowers or their Subsidiaries, Borrowers shall be required to obtain, and shall cause their Subsidiaries to obtain, any and all such appraisals or updates as requested by Lender.”
3.9. Amendment to Section 6.2.2.
Section 6.2.2 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.2. Loans. Make, or permit any Subsidiary of Borrowers to make, any loans or other advances of money (other than for salary, travel advances, advances against commissions and other similar advances in the ordinary course of business or as existing on the Closing Date and disclosed on Exhibits hereto) to any Person; provided, however, that Borrowers and Guarantors may accept promissory notes for loans to their customers in the normal course of business to the extent not prohibited by the terms of this Agreement and Borrowers may make loans or other advances of money between and among the Borrowers and the Guarantors in the ordinary course of business.”
3.10. Amendment to Section 6.2.3.
Section 6.2.3(vii) of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“(vii) Unsecured Indebtedness incurred among the Borrowers and the Guarantors;”
3.11. Amendments to Section 6.2.5.
Clauses (iii), (vii) and (viii) of Section 6.2.5 of the Term Loan Agreement are hereby amended and restated in their entirety to read as follows:
“(iii) Liens arising in the ordinary course of Borrowers’ or Guarantors’ business by operation of law or regulation, but only if payment in respect of any such Lien is not at the time required and such Liens do not, in the aggregate, materially detract from the value of the Property of Borrowers and their Subsidiaries or materially impair the use thereof in the operation of Borrowers’ and their Subsidiaries’ business;”
“(vii) attachment, judgment, and other similar non-tax liens arising in connection with court proceedings, but only if and for so long as the execution or other enforcement of such liens is and continues to be effectively stayed and bonded on appeal, the validity and amount of the claims secured thereby are being actively contended in good faith and by appropriate lawful proceedings and such liens do not, in the aggregate, materially detract from the value of the Property of the Borrowers or their Subsidiaries or materially impair the use thereof in the operation of the Borrowers’ and their Subsidiaries’ business;”
“(viii) reservations, exceptions, easements, rights of way, and other similar encumbrances affecting real property, provided that, in Lender’s sole judgment, they do not in the aggregate materially detract from the value of said Properties or materially interfere with their use in the ordinary conduct of the Borrowers’ or their Subsidiaries’ business and, if said real property constitutes Collateral, Lender has consented thereto; and”
3.12. Amendment to Section 6.2.6.
Section 6.2.6 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.6. Subordinated Debt. Issue or enter into, or permit any Subsidiary to issue or enter into, any agreement to issue Subordinated Debt except upon terms and provisions relating to the maturity and repayment thereof and terms relating to the subordination of payment thereof to the Obligations, in each case reasonably acceptable to the Lender.”
3.13. Amendment to Section 6.2.11.
Section 6.2.11 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.11. Tax Consolidation. File or consent to the filing of, or permit any Subsidiary to file or consent to the filing of, any consolidated income tax return with any Person other than a Subsidiary of Borrowers.”
3.14. Amendment to Section 6.2.12.
Section 6.2.12 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.12. Business Locations. Transfer, or permit any Subsidiary to transfer, its principal place of business or chief executive office, or open, or permit any Subsidiary to open, any new business location, except upon at least thirty (30) days prior written notice to Lender and after delivery to Lender of financing statements if required by Lender in form satisfactory to Lender to perfect or continue the perfection and priority of Lender’s Lien and security interest hereunder.”
3.15. Amendment to Section 6.2.13.
Section 6.2.13 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.13. Guaranties. Except as set forth in Exhibit M hereto, guaranty, assume, endorse or otherwise, in any way, become directly or contingently liable with respect to, or permit any Subsidiary to guaranty, assume, endorse or otherwise, in any way, become directly or contingently liable with respect to, the Indebtedness of any Person except by endorsement or instrument or items of payment for deposit or collection, provided, however, that the Borrowers may (a) enter into guaranties in the ordinary course of business of indebtednes s and obligations incurred by Borrower and their Subsidiaries and (b) make payments (but not prepayments) of principal and interest when due under the terms of the ESOP Notes to the extent that no Default or Event of Default shall have occurred and be continuing at the time of or hereafter giving effect to any such payment (c) guaranties on an unsecured basis of the obligations of Subsidiaries established to make acquisitions or investments permitted under Subsection 6.2.1 hereof.”
3.16. Amendment to Section 6.2.15.
Section 6.2.15 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.15. Subsidiaries. Hereafter create any Subsidiary, or permit any Subsidiary to create any other Subsidiary, except as provided in Subsection 6.2.1 hereof.”
3.17. Amendment to Section 6.2.16.
Section 6.2.16 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.16. Change of Business. Enter into, or permit any Subsidiary to enter into, any new business or make, or permit any Subsidiary to make, any material change in any of Borrowers’ or their Subsidiaries’ business objectives, purposes and operations.”
3.18. Amendment to Section 6.2.17.
Section 6.2.17 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.17. Names of Borrowers and Subsidiaries. Use, or permit any Subsidiary to use, any entity name (other than its own) or any fictitious name, trade style or “d/b/a” except for the names disclosed on Exhibit E attached hereto.”
3.19. Amendment to Section 6.2.18.
Section 6.2.18 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.18. Use of Lender’s Name. Without prior written consent of Lender, use, or permit any Subsidiary to use, the name of Lender or the name of any Affiliates of Lender in connection with any of the Borrowers’ or their Subsidiaries’ business or activities, except in connection with internal business matters, as required in dealings with governmental agencies and financial institutions and to trade creditors of the Borrowers or their Subsidiaries solely for credit reference purposes.”
3.20. Amendment to Section 6.2.19.
Section 6.2.19 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.19. Margin Securities. Own, purchase or acquire (or enter into any contracts to purchase or acquire), or permit any Subsidiary to own, purchase or acquire (or enter into any contracts to purchase or acquire), any “margin security” as defined by any regulation of the Federal Reserve Board as now in effect or as the same may hereafter be in effect unless, prior to any such purchase or acquisition or entering into any such contract, Lender shall have received an opinion of counsel satisfactory to Lender that the effect of such purchase or acquisition will not cause this Ag reement to violate regulations (G) or (U) or any other regulations of the Federal Reserve Board then in effect.”
3.21. Amendment to Section 6.2.20.
Section 6.2.20 of the Term Loan Agreement is hereby amended and restated in its entirety to read as follows:
“6.2.20. Fiscal Year. Change the fiscal year of Borrowers or any of Borrowers’ Subsidiaries, or permit any Subsidiary to change its fiscal year or the fiscal year of any other Subsidiary of Borrowers.”
3.22. Amended Exhibits.
Exhibits B, C, D, E, F, I and M to the Term Loan Agreement are hereby amended and restated as set forth on Exhibits B, C, D, E, F, I and M, respectively, attached to this Agreement.
§4. Ratification, etc. All of the obligations and liabilities to the Lender as evidenced by or otherwise arising under the Term Loan Agreement and the other Loan Documents, are, by the Borrowers’ execution of this Agreement, ratified and confirmed in all respects. In addition, by each Borrower’s execution of this Agreement, such Borrower represents and warrants that neither it nor any of its Subsidiaries has any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities. This Agreement and the Term Loan Agreement shall hereafter be read and construed together as a single document, and all references in the Term Loan Agreement or any related agreement or instrument to the Term Loan Agreement shall hereafter refer to the Term Loan Agreement as amended by this Agreement.
§5. Conditions to Effectiveness. The effectiveness of the amendments set forth in Section 3 of this Agreement are subject to the prior satisfaction of the following conditions precedent (the date of such satisfaction herein referred to as the “Ninth Amendment Effective Date”):
(a) Representations and Warranties. The representations and warranties of the Borrowers contained herein shall be true and correct.
(b) No Event of Default. There shall exist no Default or Event of Default.
(c) Corporate or Limited Liability Company Action. The Lender shall have received evidence reasonably satisfactory to the Lender that all requisite corporate or limited liability company, as applicable, action necessary for the valid execution, delivery and performance by the Borrowers of this Agreement and all other instruments and documents delivered by the Borrowers in connection herewith has been taken.
(d) Delivery of this Agreement. The Borrowers and the Lender shall have executed and delivered this Agreement and each Guarantor shall have acknowledged its acceptance of or agreement to this Agreement and its ratification of the continuing effectiveness of its Guaranty.
(e) Guarantor Reaffirmation; Guaranties. Each of the Guarantors shall have reaffirmed their respective obligations under their respective Guaranty Agreements pursuant to reaffirmation agreements each in form and substance satisfactory to the Lender. Each of Fantastic Foods, Inc. and Mt. Vikos, Inc. shall have executed a Guaranty Agreement in respect of the Obligations, in each case in form and substance satisfactory to the Lender.
(f) Payment of Expenses. The Borrowers shall have paid to the Lender all amounts payable to the Lender under §6 hereof.
(h) Amendment of Working Capital Facility. The Working Capital Facility shall have been amended by an amendment in form and substance satisfactory to the Lender.
(j) Participant Consents. The Lender shall have received the written consent of each participant in the Term Loan to the provisions of this Agreement.
(k) Other Documents. The Borrowers shall have executed and delivered such other documents, and taken such other action, as may be reasonably requested by the Lender in connection with this Agreement.
(l) Amendment Fee. The Borrowers shall have paid to the Lender an amendment fee of 0.125% of the aggregate principal amount of the Loans.
§6. Expenses, Etc. Without limitation of the amounts payable by the Borrowers under the Term Loan Agreement and other Loan Documents, the Borrowers shall pay to the Lender and its counsel upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements and appraisal expenses) incurred by the Lender in connection with the preparation, negotiation and execution of this Agreement and the matters related thereto.
§7. Time is of the Essence; No Waivers by Lender. TIME IS OF THE ESSENCE WITH RESPECT TO ALL COVENANTS, CONDITIONS, AGREEMENTS OR OTHER PROVISIONS HEREIN. Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or affect in any way the Borrowers’ obligations or the Lender’s rights and remedies arising under the Term Loan Agreement or the other Loan Documents.
§8. Governing Law. This Agreement shall for all purposes be construed according to and governed by the laws of the State of Connecticut (excluding the laws thereof applicable to conflicts of law and choice of law).
§9. Effective Date. The amendments set forth in Section 3 hereof shall become effective among the parties hereto as of the Ninth Amendment Effective Date. Until the Ninth Amendment Effective Date, the terms of the Term Loan Agreement prior to its amendment hereby shall remain in full force and effect. This Agreement is effective as to all provisions other than the amendments set forth in Section 3 hereof at the time that the Borrowers and the Lender have executed and delivered this Agreement.
§10. Entire Agreement; Counterparts. This Agreement sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Agreement supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment of the provisions of the Term Loan Agreement or any Loan Document, except for any such contemporaneous agreement that has been set forth in writing and executed by the Borrowers and the Lender. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.
BORROWERS:
UNITED NATURAL FOODS, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
ALBERT’S ORGANICS, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]
LENDER:
BANK OF AMERICA, N.A.
By: /s/ Edgar Ezerins____________________
Name: Edgar Ezerins
Title: Vice President
[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]
Each of the undersigned Guarantors
acknowledges and agrees to the foregoing,
and ratifies and confirms in all respects
such Guarantor’s obligations under the
Guaranty Agreements:
NATURAL RETAIL GROUP, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
SPRINGFIELD DEVELOPMENT, LLC
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
UNITED NATURAL FOODS WEST, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
UNITED NATURAL TRADING CO.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
DISTRIBUTION HOLDINGS, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
MILLBROOK DISTRIBUTION SERVICES INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
FANTASTIC FOODS, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]
MT. VIKOS, INC.
By: /s/ Mark E. Shamber____________________
Name: Mark E. Shamber
Title: Treasurer
[Signature Page to the Ninth Amendment Agreement to the Term Loan Agreement]
Exhibit B
Amended and Restated Exhibit B
EXHIBIT B
Chief Executive Offices and Registered Agents
| Chief Executive Offices: | |
| | |
| Borrowers: | |
| | |
| United Natural Foods, Inc. | 260 Lake Road |
| | Dayville, CT 06241 |
| | |
| Albert's Organics, Inc. | 3268 E. Vernon Ave |
| | Vernon, CA 90058 |
| | |
| Guarantors: | |
| | |
| United Natural Foods West, Inc. | 1101 Sunset Boulevard |
| | Rocklin, CA 95765 |
| | |
| United Natural Trading Co. | 96 Executive Drive |
| | Edison, NJ 08817 |
| | |
| Distribution Holdings, Inc. | 260 Lake Road |
| | Dayville, CT 06241 |
| | |
| Springfield Development, LLC | 260 Lake Road |
| | Dayville, CT 06241 |
| | |
| Millbrook Distribution Services Inc. | 88 Huntoon memorial Hwy |
| | Leicester, MA 01524 |
| | |
| Natural Retail Group, Inc. | Seabreeze Shopping Plaza |
| | 30555 US Hwy 19N |
| | Palm Harbor, FL |
| | |
| Fantastic Foods, Inc. | 260 Lake Road |
| | Dayville, CT 06241 |
| | |
| Mt. Vikos, Inc. | 1291 Ocean Street |
| | Marshfield, MA 02050 |
Registered Agents:
Borrowers:
| United Natural Foods, Inc.: | The Corporation Trust Company |
| | Corporation Trust Center |
| | 1209 Orange Street |
| | Wilmington, DE 19801 |
| | 302-658-7581 |
| | |
| | CT Corporation System |
| | 1200 South Pine Island Road |
| | Plantation, FL 33324 |
| | |
| | CT Corporation System |
| | One Corporate Center |
| | 11th Floor |
| | Hartford, CT 06103 |
| | |
| | CT Corporation System |
| | 400 Cornerstone Drive |
| | Suite 240 |
| | Williston, VT 05495 |
| | |
| | CT Corporation System |
| | 1201 Peachtree Street, N.E. |
| | Atlanta, GA 30361 |
| | |
| | The Corporation Company |
| | 1675 Broadway |
| | Suite 1200 |
| | Denver, CO 80202 |
| | |
| | CT Corporation System |
| | Philadelphia, PA 19136 |
| | |
| | CT Corporation System |
| | 100 S 5th Street |
| | #1075 |
| | Minneapolis, MN 55402 |
| | |
| | CT Corporation System |
| | 2222 Grand Avenue |
| | Des Moines, IA 50312 |
| | CT Corporation System |
| | 314 Thayer Avenue |
| | Bismarck, ND 58501 |
| | |
| | CT Corporation System |
| | 818 West Seventh Street |
| | Los Angeles, CA 90017 |
| | |
| | CT Corporation System (being appointed) |
| | 707 Virginia Street East |
| | Charleston, WV 25301 |
| | |
| | CT Corporation System |
| | 75 Beattie Place |
| | Greenville, SC 29601 |
| | |
| | CT Corporation System |
| | Kentucky Home Life Building |
| | Louisville, KY 40202 |
| | |
| | CT Corporation System |
| | 155 Federal Street |
| | Suite 700 |
| | Boston, MA 02110 |
| | |
| | CT Corporation System |
| | 9 Capitol Street |
| | Concord, NH 03301 |
| | |
| | The Corporation Trust Company |
| | 820 Bear Tavern Road |
| | West Trenton, NJ 08628 |
| | |
| | CT Corporation System |
| | 111 Eight Avenue |
| | New York, NY 10011 |
| | |
| | CT Corporation System |
| | 251 E. Ohio Street |
| | Suite 1100 |
| | Indianapolis, IN 46204 |
| Albert’s Organics, Inc.: | Kathryn Courtney |
| | 3268 Vernon Avenue |
| | Vernon, CA 90058 |
| | |
| | CT Corporation System |
| | 1200 South Pine Island Road |
| | Plantation, FL 33324 |
| | |
| | The Corporation Company |
| | 1675 Broadway |
| | Suite 1200 |
| | Denver, CO 80202 |
| | |
| | CT Corporation System |
| | Philadelphia, PA 19136 |
| | |
| | CT Corporation System |
| | 405 2nd Avenue S |
| | Minneapolis, MN 55401 |
| | |
| | CT Corporation System |
| | 225 Hillsborough Street |
| | Raleigh, NC 27603 |
| | |
| | The Corporation Trust Company |
| | Corporation Trust Center |
| | 1209 Orange Street |
| | Wilmington, DE 19801 |
| | |
| | The Corporation Trust Company |
| | 820 Bear Tavern Road |
| | West Trenton, N.J. 08628 |
| | |
Guarantors: | |
| | |
| United Natural Foods West, Inc.: | CT Corporation System |
| | 818 West Seventh Street |
| | Los Angeles, CA 90017 |
| | |
| | The Corporation Company |
| | 1675 Broadway |
| | Suite 1200 |
| | Denver, CO 80202 |
| | CT Corporation System |
| | 123 East Marcy |
| | Santa Fe, NM 87501 |
| | |
| | CT Corporation System |
| | 2394 E Camelback Road |
| | Phoenix, AZ 85016 |
| | |
| | CT Corporation System |
| | 388 State Street |
| | Suite 420 |
| | Salem, OR 97301 |
| | |
| | CT Corporation System |
| | 1801 West Bay Drive NW |
| | Suite 206 |
| | Olympia, WA 98502 |
| | |
| | CT Corporation System |
| | 1111 West Jefferson |
| | Suite 530 |
| | Boise, ID 83702 |
| | |
| | Franz Weber |
| | PO BOX 247 |
| | KEALAKEKUA HI 96750 |
| | |
| | CT Corporation System |
| | 9360 Glacier Hwy |
| | Suite 202 |
| | Juneau AK 99801 |
| | |
| United Natural Trading Co.: | The Corporation Trust Company |
| | Corporation Trust Center |
| | Wilmington, DE 19801 |
| | 302-658-7581 |
| | CT Corporation System |
| | 818 West Seventh Street |
| | Los Angeles, CA 90017 |
| | |
| | The Corporation Trust Company |
| | 820 Bear Tavern Road |
| | West Trenton, N.J. 08628 |
| Distribution Holdings, Inc. | Corporation Service Company |
| | 2711 Centerville Road |
| | Suite 400 |
| | Wilmington, DE 19808 |
| | 302-636-5401 |
| | |
| Springfield Development, LLC | The Corporation Trust Company |
| | Corporation Trust Center |
| | 1209 Orange Street |
| | Wilmington, DE 19801 |
| | 302-658-7581 |
| | |
| Millbrook Distribution Services Inc. | Corporation Service Company |
| | 2711 Centerville Road |
| | Suite 400 |
| | Wilmington, DE 19808 |
| | 302-636-5401 |
| | |
| | Corporation Service Company |
| | 84 State Street |
| | Boston, MA 02109 |
| | |
| | Corporation Service Company |
| | 1201 Hays Street |
| | Tallahassee, FL 32301 |
| | |
| | Corporation Service Company |
| | 50 Weston Street |
| | Hartford, CT 06120 |
| | |
| | Corporation Service Company |
| | 222 Jefferson Boulevard |
| | Suite 200 |
| | Warwick, RI 02888 |
| | |
| | Corporation Service Company |
| | 2338 W Royal Palm Road |
| | Suite J |
| | Phoenix, AZ 85021 |
| | |
| | Corporation Service Company |
| | 300 Spring Building |
| | Suite 900 |
| | 300 S Spring Street |
| | Little Rock, AR 72201 |
| | |
| | Corporation Service Company |
| | 45 Memorial Circle |
| | Augusta, ME 04330 |
| | |
| | Lawyers Incorporating Service |
| | d/b/a Lawyers Inc Service |
| | 14 Centre Street |
| | Concord, NH 03301 |
| | |
| | Corporation Service Company |
| | 159 State Street |
| | Montpelier, VT 05602 |
| | |
| | Corporation Service Company |
| | 1560 Broadway |
| | Suite 2090 |
| | Denver, CO 80202 |
| | |
| | CORPORATION SERVICE COMPANY |
| | d/b/a CSC - LAWYERS INCORPORATING SERVICE |
| | P.O. Box 526036 |
| | Sacramento, CA 95852 |
| | |
| Natural Retail Group, Inc.: | The Corporation Trust Company |
| | Corporation Trust Center |
| | 1209 Orange Street |
| | Wilmington, DE 19801 |
| | 302-658-7581 |
| | |
| | CT Corporation System |
| | 1200 South Pine Island Road |
| | Plantation, FL 33324 |
| | |
| | CT Corporation System |
| | 155 Federal Street |
| | Suite 700 |
| | Boston, MA 02110 |
| | The Corporation Trust Incorporated |
| | 300 E. Lombard Street |
| | Baltimore, MD 21202 |
| | |
| Mt. Vikos, Inc.: | The Corporation Trust Company |
| | Corporation Trust Center |
| | 1209 Orange Street |
| | Wilmington, DE 19801 |
| | |
| | CT Corporation System |
| | 155 Federal Street |
| | Suite 700 |
| | Boston, MA 02110 |
| | |
| Fantastic Foods, Inc.: | CT Corporation System |
| | 818 West Seventh Street |
| | Los Angeles, CA 90017 |
| | |
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| | | | | | | | | |
| OWNED | | | | | | | | |
| O | Albert's Organics | Office/Warehouse | 200 Eagle Court | Bridgeport | NJ | 8014 | 35,700 | Yes |
| O | Albert's Organics | Warehouse | 3268 E. Vernon Avenue | Vernon | CA | 90058 | 34,500 | Yes |
| O | Millbrook | Office/Warehouse | 401 Highway 43 East | Harrison | AR | 72601 | 1,200,000 | Yes |
| O | UNFI-East | Warehouse | 100 Lake View Court | Atlanta | GA | 30336 | 327,500 | Yes |
| O | UNFI-East | Office/Warehouse | 71 Stow Drive | Chesterfield | NH | 03443 | 319,000 | Yes |
| O | UNFI-East | Office/Warehouse | 260 Lake Road | Dayville | CT | 06241 | 352,900 | Yes |
| O | UNFI-East | Office/Warehouse | 300 Lake Road | Dayville | CT | 06241 | 90,200 | No |
| O | UNFI-East | Warehouse | 655 Commerce Parkway | Greenwood | IN | 46143 | 311,100 | Yes |
| O | UNFI-East | Warehouse | 2340 Heinz Road | Iowa City | IA | 52240 | 274,800 | Yes |
| O | UNFI-East | Warehouse | 100 Lincoln Street | New Oxford | PA | 17350 | 271,200 | No |
| O | UNFI-West | Warehouse | 12745 Earhart Avenue | Auburn | CA | 95602 | 150,000 | No |
| O | UNFI-West | Warehouse | 7909 S. Union Parkway | Ridgefield | WA | 98642 | 239,000 | Yes |
| O | UNFI-West | Office/Warehouse | 1101 Sunset Blvd | Rocklin | CA | 95765 | 487,000 | Yes |
| | | | | | | | | |
| LEASED | | | | | | | | |
| L | Albert's Organics | Warehouse | 15965 E 32nd Ave | Aurora | CO | 80110 | 23,930 | Yes |
| L | Albert's Organics | Warehouse | 71 Stow Dr | Chesterfield | NH | 3443 | 20,540 | Yes |
| L | Albert's Organics | Warehouse | 5222 Quincy Street | Mounds View | MN | 55112 | 39,900 | Yes |
| L | Albert's Organics | Office | 2450 17th Ave Suite 250 | Santa Cruz | CA | 95062 | 3,935 | No |
| L | Albert's Organics | Warehouse | 6272 Mcintosh Rd | Sarasota | FL | 34238 | 22,522 | Yes |
| L | Hershey | Office/Warehouse | 96 Executive Drive | Edison | NJ | 08817 | 110,000 | Yes |
| L | Millbrook | MTM Storage | 6509 Transit Road | Bowmansville | NY | 14026 | 75 | No |
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| L | Millbrook | MTM Storage | 493 South Main Street | Canadaigua | NY | 14424 | 200 | No |
| L | Millbrook | MTM Storage | 4531 22nd St., N.W. | Canton | OH | 44708 | 300 | No |
| L | Millbrook | MTM Storage | 6751 Macon Road | Columbus | GA | 31907 | 750 | No |
| L | Millbrook | MTM Storage | Center St. & Genesee St. | Cuba | NY | | | No |
| L | Millbrook | Warehouse | 8 Joanna Court | E. Brunswick | NJ | 08816 | 177,600 | Yes |
| L | Millbrook | MTM Storage | 2420 E. Stop 11 Road | Indianapolis | IN | 46227 | 200 | No |
| L | Millbrook | MTM Storage | 3204 Flovana Avenue | Jamestown | NY | | 25 | No |
| L | Millbrook | MTM Storage | 6915 S. 120th Street | La Vista | NE | 68128 | 400 | No |
| L | Millbrook | Office/Warehouse | 88 Huntoon Memorial Highway | Leicester | MA | 01524 | 188,000 | Yes |
| L | Millbrook | Warehouse | 82 Huntoon Memorial Hwy | Leicester | MA | 01524 | 40,000 | Yes |
| L | Millbrook | MTM Storage | 6812 Fountain Ave., E-17 | Orlando | FL | 32807 | 200 | No |
| L | Millbrook | MTM Storage | 1315 W. Chestnut Expressway | Springfield | MO | | | |
| L | Millbrook | MTM Storage | 5837 South Garnett | Tulsa | OK | 74146 | 1,650 | No |
| L | Mt. Vikos | Office | 1291 Ocean Street | Marshfield | MA | 02050 | appr 1500 | No |
| L | NRG | Retail Store | 700 Reistertown | Baltimore | MD | 21215 | 4,000 | Yes |
| L | NRG | Retail Store | 1600 Route 28 | Centerville | MA | 02632 | 3,000 | Yes |
| L | NRG | Retail Store | 108 Marlboro Ave | Easton | MD | 21601 | 3,500 | Yes |
| L | NRG | Retail Store | 521 NW 13 Blvd | Gainesville | FL | 32601 | 4,600 | Yes |
| L | NRG | Retail Store | 1237 NW 76th Blvd | Gainesville | FL | 32606 | 4,750 | Yes |
| L | NRG | Retail / Wholesale | 201 William Street | Key West | FL | 33040 | 11,178 | Yes |
| L | NRG | Wholesale | 201 William Street | Key West | FL | 33040 | 4,471 | Yes |
| L | NRG | Retail Store | 850 Neopolitan Way | Naples | FL | 34103 | 4,800 | Yes |
| L | NRG | Retail Store | 1917 E Silver Springs Blvd | Ocala | FL | 34470 | 5,000 | Yes |
| L | NRG | Retail Store | 30555 US Highway 19N | Palm Harbor | FL | 34684 | 12,270 | Yes |
| L | NRG | Retail Store | 1900-2000 Tamiami Trail | Port Charlotte | FL | 33948 | 9,600 | Yes |
| L | NRG | Retail Store | 1930 Stickney Point Rd | Sarasota | FL | 34231 | 4,700 | Yes |
| L | NRG | Retail Store | 1279 Beneva Rd S. | Sarasota | FL | 34232 | 8,260 | Yes |
| L | NRG | Retail Store | 6651 Central Ave. | St. Petersburg | FL | 33710 | 4,750 | Yes |
| L | Select Nutrition | Warehouse | 2722 Commerce Way | Philadelphia | PA | 19154 | 100,000 | Yes |
| L | Select Nutrition | Office | 60 Charles Lindebergh Blvd | Uniondale | NY | 11553 | | No |
| L | Tumaro's | Office/Warehouse | 5300 Santa Monica Blvd. | Los Angeles | CA | 90029 | 5,875 | Yes |
| L | UNFI | Office | 190 Main Street | Danielson | CT | 06239 | | No |
| L | UNFI | Office | 555 Valley Street | Providence | RI | 02908 | 50,000 | No |
| L | UNFI-East | Office | 25 Mr. Arthur Drive | Chesterfield | NH | 03443 | 4,000 | No |
| L | UNFI-East | Office/Warehouse | 6100 MacIntosh Road | Sarasota | FL | 34238 | 345,000 | Yes |
| L | UNFI-East | Warehouse | 225 Cross Farm Lane | York | PA | 17406 | 675,000 | Yes |
| L | UNFI-West | Warehouse | 22 30th North East | Auburn | WA | 98002 | 204,700 | Yes |
| L | UNFI-West | Warehouse | 15965 E. 32nd Ave. | Aurora | CO | 80011 | 180,000 | Yes |
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| L | UNFI-West | Warehouse | 15965 E. 32nd Ave. | Aurora | CO | 80011 | 19,708 | No |
| L | UNFI-West | Office | 15755 East 32nd Avenue | Aurora | CO | 80011 | 3,500 | No |
| L | UNFI-West | Warehouse | 15755 East 32nd Avenue | Aurora | CO | 80011 | 40,000 | Yes |
| L | UNFI-West | Warehouse | 13204 Philadelphia St. | Fontana | CA | 92337 | 220,200 | vacant |
| L | UNFI-West | Warehouse | 22150 Goldencrest | Moreno Valley | CA | 92553 | 613,000 | Yes |
Fantastic Foods, Inc. commonly has inventory in excess of $100,000 located at its manufacturer, Wixon, Inc., 1390 East Bulavar Avenue, St. Francis, Wisconsin 53235.
Fantastic Foods, Inc. commonly has inventory worth in excess of $100,000 stored at its warehousing and distribution vendor, Distribution 2000, Inc., 505 Crossroads Parkway, Bolingbrook, IL 60440
Mt. Vikos, Inc.commonly has inventory worth in excess of $100,000 stored at its warehouse, East Coast Warehousing & Dist. Cor., 1140 Polaris Street, Elizabeth, NJ 07201
Exhibit C
Amended and Restated Exhibit C
EXHIBIT C
BORROWERS AND GUARANTORS
FOREIGN JURISDICTIONS
| | Foreign |
| Company | Qualifications |
| | |
| BORROWERS | |
| | |
| United Natural Foods, Inc. | FL-3/26/96 (Reinstated in FL 3/25/04); CT-4/9/96; GA-4/8/96; CO-7/24/95 (requalified in CO 5/2/03); PA-4/3/96; MN-10/18/02; IA-10/21/02; ND-10/24/02; CA-9/14/00; IN-6/2/03; VT - 12/2/05; KY-1/3/06; MA-12/30/05; NH-12/30/05; NJ-12/30/05; RI-11/17/08 |
| | |
| Albert's Organics, Inc. | PA-1/16/90; NC-10/18/95; NJ-10/16/95; FL-10/13/95; DE-10/16/95; CO-11/6/01; MN-7/14/05 |
| | |
| GUARANTORS | |
| | |
| United Natural Foods West, Inc. f/k/a Mountain People's Warehouse Incorporated | NM-9/23/96; AZ-9/11/96; WA-9/17/96; OR-9/12/96; ID-9/12/96; HI-10/16/97; CO-11/15/05; AK-2/15/06 |
| | |
| United Natural Trading Co. d/b/a Hershey Imports Co., Inc. | NJ-2/4/98; CA-2/4/98 |
| | |
| Distribution Holdings, Inc. | N/A |
| | |
| Millbrook Distribution Services Inc. | MA-8/27/99; FL-6/1/99; AR-6/2/99 |
| | |
| Springfield Development, LLC (f/k/aUnited Northeast LLC) | N/A |
| | |
| | |
| Natural Retail Group, Inc. | FL-4/11/95; MD-11/24/93; MA-6/19/94; |
| | |
| | |
| Fantastic Foods, Inc. | N/A |
| | |
| | |
| Mt. Vikos, Inc. | MA - 2/12/01 |
Exhibit D
Amended and Restated Exhibit D
EXHIBIT D
BORROWERS AND GUARANTORS
CAPITAL STRUCTURE
| Company | Class of
Stock | # of Shares Authorized | # of Shares Outstanding | # of Shares Authorized But Un-issued | Shareholder/Member | | |
| | | | | | | | |
| BORROWERS | | | | | | | |
| | | | | | | | |
| United Natural Foods, Inc. ("UNFI") | | | | | | | Delaware |
| (Greater than 5% Ownership) | | | | | | | |
| (As of 10/14/08) | Common | 100,000,000 | 42,907,697 * | 57,092,303 | FMR LLC | 14.4% | |
| | | | | | Jennison Associates LLC | 10.5% | |
| | | | | | Employee Stock Ownership Trust | 6.2% | |
| | | | | | Barclays Global Investors NA (California) | 5.0% | |
| | | | | | | | |
| Albert's Organics, Inc. | Voting | 99,500 | 579.36 | 98,920.64 | UNFI | 100% | California |
| | Non-Voting | 500 | | 500.00 | | | |
| | | | | | | | |
| GUARANTORS | | | | | | | |
| | Preferred | 5,000,000 | As of December 12, 2003, 50,000 Preferred Series A shares have been reserved for issuance under the Rights Agreement dated February 22, 2000, but have not been issued as of the date hereof. | 5,000,000 | N/A | | California |
| UNITED NATURAL FOODS WEST, INC. (f/k/a Mountain People's Warehouse Incorporated) | Common | 100,000 | 1 | 99,999 | UNFI | 100% | Delaware |
| | | | | | | | |
| United Natural Trading Co. d/b/a Hershey Imports Co. | Common | 10,000 | 1,000 | 9,000 | UNFI | 100% | Delaware |
| | | | | | | | |
| Springfield Development, LLC (f/k/a United Northeast LLC) | N/A | N/A | N/A | N/A | UNFI | 100% | Delaware |
| | | | | | | | |
| Distribution Holdings, Inc. | Common | 10,000 | 100 | 9,900 | UNFI | 100% | Delaware |
| | | | | | | | |
| Millbrook Distribution Services Inc. | Common | 1,000 | 1,000 | N/A | Distribution Holdings, Inc. | 100% | Delaware |
| | | | | | | | |
| Natural Retail Group, Inc. | Common | 10,000 | 1,000 | 9,000 | UNFI | 100% | Delaware |
| | | | | | | | |
| Fantastic Foods, Inc. | Common | 20,000,000 | 1,000 | 19,999,000 | UNFI | 100% | California |
| | | | | | | | |
| Mt. Vikos, Inc. | Common | 400,000 | 362,605 | 37,395 | UNFI | 100% | Delaware |
| | | | | | | | |
| | | | | | | | |
| * As of October 14, 2008 | | | | | | | |
| | | | | | | | |
| All corporate affiliates are as set forth above. There are no joint venture affiliates. | | | | |
Exhibit E
Amended and Restated Exhibit E
EXHIBIT E
ALTERNATE CORPORATE NAMES, MERGERS
and STATE ID #s
Alternate Names:
Borrowers
| 1. | United Natural Foods, Inc. ("UNF") was formerly known as Cornucopia Natural Foods, Inc. and will continue to do business under the name Cornucopia Natural Foods in the states of Connecticut, Georgia, Florida and Pennsylvania. |
| | UNF purchased the assets of Blooming Prairie Cooperative Warehouse and does business in the States of Iowa and North Dakota under the name "Blooming Prairie Warehouse". |
UNF purchased all the assets of Select Nutrition Distributors, Inc. including all of its stock, but subsequently merged this subsidiary up into UNF. UNF does business in the States of CA, NY, DE and PA under the name "Select Nutrition Distributors".
In the State of Colorado, United Natural Foods, Inc. does business under the following trade names:
Rainbow Natural Foods Distributing, Ltd.
Rainbow Distributing, Ltd.
Rainbow Foods Distributing, Ltd.
UNF is the survivor by merger of the following subsidiaries:
Stow Mills, Inc.
Select Nutrition Distributors, Inc.
| 2. | Albert's Organics, Inc. purchased all assets of Roots & Fruits Cooperative and does business in the State of Minnesota under the name Roots & Fruits. |
Albert’s Organics, Inc. acquired substantially all of the assets of Source Organic, Inc., a California corporation.
Guarantors
| 1. | United Natural Foods West, Inc. (f/k/a Mountain People’s Warehouse Incorporated) acquired substantially all of the assets of Shojin Natural Foods and does business under the name Shojin Natural Foods in the State of Hawaii. |
United Natural Foods West, Inc. is the survivor by merger of the following subsidiaries:
NutraSource, Inc.
Rainbow Natural Foods, Inc.
| 2. | United Natural Trading Co. acquired substantially all of the assets of Hershey Import Co., Inc. and does business under the name Hershey Import Co., Inc. |
| 3. | Natural Retail Group, Inc. ("NRG") uses or has used the following trade names in the following states: |
Florida:
Sunsplash Market
Sunsplash Natural Foods For Less
Mother Earth Market
The Granary
Natures Finest Foods
Palm Harbor Natural Foods
Waterfront Market
Massachusetts:
Sunsplash Natural Foods For Less
Cape Cod Natural Foods
Sprouts
Maryland:
Sunsplash Natural Foods For Less
Railway Market
Village Natural Grocers
NRG also acquired substantially all of the assets of the following Persons:
Village Natural Grocers, Inc., a Maryland corporation;
Railway Market, Inc., a Maryland corporation;
Down Home Natural Foods, Inc., a Massachusetts corporation;
Sunsplash Market, Inc., a Florida corporation;
Second Nature of Gainesville, Inc., d/b/a Mother Earth Market, Newberry Crossing Store, Inc., d/b/a Mother Earth Market,, Ocala Store, Inc., d/b/a Mother Earth Market, Sarasota Store, Inc., d/b/a Mother Earth Market, Stickney Point Store, Inc., d/b/a/ The Granary, North Tail Store, Inc., d/b/a The Granary, and Mother Earth Market, Inc., all Florida corporations;
Natures Finest Foods, Inc., a Florida corporation;
Hodges Management, Inc., a Florida corporation d/b/a Palm Harbor Natural Foods
State ID #s:
BORROWERS: | | | |
| | | | |
| United Natural Foods, Inc. | Delaware | 2377138 | Corporation |
| | | | |
| Albert's Organics, Inc. | California | C1326751 | Corporation |
| | | | |
| GUARANTORS: | | | |
| | | | |
| United Natural Foods West, Inc. | California | C1657486 | Corporation |
| | | | |
| United Natural Trading Co. d/b/a Hershey Imports Co., Inc. (NJ) | Delaware | 2852049 | Corporation |
| | | | |
| Distribution Holdings, Inc. | Delaware | 4230723 | Corporation |
| | | | |
| Springfield Development LLC | Delaware | 3579704 | Limited Liability Company |
| | | | |
| Millbrook Distribution Services Inc. | Delaware | 2882792 | Corporation |
| | | | |
| Natural Retail Group, Inc. | Delaware | 2345969 | Corporation |
| | | | |
| Fantastic Foods, Inc. | California | C0830190 | Corporation |
| | | | |
| Mt. Vikos, Inc. | Delaware | 3318140 | Corporation |
Exhibits E and F
BORROWERS AND GUARANTORS
Corporate Names & EINs
| | | | | Parent | State of | Date of | |
| Company | | Chief Executive Office | | Company | Incorporation | Incorporation | EIN |
| | | | | | | | |
| BORROWERS | | | | | | | |
| United Natural Foods, Inc. | | 260 Lake Road, Dayville, CT 06241 | | N/A | Delaware | 2/11/1994 | 05-0376157 |
| | | | | | | | |
| Albert's Organics, Inc. | | 3268 E. Vernon Ave, Vernon, CA 90058 | | United Natural Foods, Inc. | California | 12/19/1984 | 95-3934152 |
| | | | | | | | |
| GUARANTORS | | | | | | | |
| United Natural Foods West, Inc. (f/k/a Mountain People's Warehouse Incorporated) | | 1101 Sunset Boulevard, Rocklin, CA 95765 | | United Natural Foods, Inc. | California | 1/16/1990 | 68-0221552 |
| | | | | | | | |
| United Natural Trading Co. d/b/a Hershey Imports Co., Inc. | | 96 Executive Drive, Edison, NJ 08817 | | United Natural Foods, Inc. | Delaware | 1/28/1998 | 06-1505797 |
| | | | | | | | |
| Distribution Holdings, Inc. | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | Delaware | 10/5/2006 | 65-1296934 |
| | | | | | | | |
| Millbrook Distribution Services Inc. | | 88 Huntoon Memorial Hwy, Leicester, MA 01524 | | Distribution Holdings, Inc. | Delaware | 4/27/1998 | 41-0754020 |
| | | | | | | | |
| Springfield Development, LLC (f/k/a United Northeast LLC) | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | Delaware | 11/6/2002 | 13-4221549 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Natural Retail Group, Inc. | | Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL | | United Natural Foods, Inc. | Delaware | 8/2/1993 | 06-1383344 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Fantastic Foods, Inc. | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | California | 10/24/1977 | 94-2447092 |
| | | | | | | | |
| Mt. Vikos, Inc. | | 1291 Ocean St., Marshfield, MA 02050 | | United Natural Foods, Inc. | Delaware | 11/28/2000 | 04-3540616 |
There are no open tax matters for any of the Borrowers or Guarantors.
Exhibit F
Amended and Restated Exhibit F
Exhibits E and F
BORROWERS AND GUARANTORS
Corporate Names & EINs
| | | | | Parent | State of | Date of | |
| Company | | Chief Executive Office | | Company | Incorporation | Incorporation | EIN |
| | | | | | | | |
| BORROWERS | | | | | | | |
| United Natural Foods, Inc. | | 260 Lake Road, Dayville, CT 06241 | | N/A | Delaware | 2/11/1994 | 05-0376157 |
| | | | | | | | |
| Albert's Organics, Inc. | | 3268 E. Vernon Ave, Vernon, CA 90058 | | United Natural Foods, Inc. | California | 12/19/1984 | 95-3934152 |
| | | | | | | | |
| GUARANTORS | | | | | | | |
| United Natural Foods West, Inc. (f/k/a Mountain People's Warehouse Incorporated) | | 1101 Sunset Boulevard, Rocklin, CA 95765 | | United Natural Foods, Inc. | California | 1/16/1990 | 68-0221552 |
| | | | | | | | |
| United Natural Trading Co. d/b/a Hershey Imports Co., Inc. | | 96 Executive Drive, Edison, NJ 08817 | | United Natural Foods, Inc. | Delaware | 1/28/1998 | 06-1505797 |
| | | | | | | | |
| Distribution Holdings, Inc. | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | Delaware | 10/5/2006 | 65-1296934 |
| | | | | | | | |
| Millbrook Distribution Services Inc. | | 88 Huntoon Memorial Hwy, Leicester, MA 01524 | | Distribution Holdings, Inc. | Delaware | 4/27/1998 | 41-0754020 |
| | | | | | | | |
| Springfield Development, LLC (f/k/a United Northeast LLC) | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | Delaware | 11/6/2002 | 13-4221549 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Natural Retail Group, Inc. | | Seabreeze Shopping Plaza, 30555 US Hwy 19N, Palm Harbor, FL | | United Natural Foods, Inc. | Delaware | 8/2/1993 | 06-1383344 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Fantastic Foods, Inc. | | 260 Lake Road, Dayville, CT 06241 | | United Natural Foods, Inc. | California | 10/24/1977 | 94-2447092 |
| | | | | | | | |
| Mt. Vikos, Inc. | | 1291 Ocean St., Marshfield, MA 02050 | | United Natural Foods, Inc. | Delaware | 11/28/2000 | 04-3540616 |
There are no open tax matters for any of the Borrowers or Guarantors.
Exhibit I
Amended and Restated Exhibit I
Exhibit I
List of Leases
Industrial Lease dated November 30, 2001 between RREEF America REIT II Corp. VVV ( successor to State of California Public Employees’ Retirement System) and Albert’s Organics, Inc. (successor to Blooming Prairie Cooperative Warehouse) for property located at 5222 Quincy Street, Mounds View, Minnesota
Industrial Office Lease dated April 25, 2005 between Santa Cruz Freeholders and Albert’s Organics, Inc. for property located at 2450 17th Avenue, Santa Cruz, California
Agreement of Lease dated January 24, 2002 between Two Seventy – M- Edison and United Natural Trading Co. d/b/a Hershey Import Co. for property located at 96 Executive Drive, Edison, New Jersey
Rental Agreement dated August 1, 2003 between Lancaster Self Storage and Millbrook Distribution Services Inc. for property located at 6509 Transit Road, Bowmansville, New York
Oral month to month storage agreement between _______ and Millbrook Distribution Services Inc. for property located at 493 South Main Street, Canadaigua, New York
Agreement dated December 21, 2006 between Jax LLC and Millbrook Distribution Services Inc. for property located at 4531 22nd Street, NW, Canton, Ohio
Rental Agreement dated October 26, 2005 between OB Companies d/b/a Simply Self Storage (successor to Storage Xtra Self Storage) and Millbrook Distribution Services Inc. for property located at 6751 Macon Road, Columbus, Georgia
Agreement and Lease dated March 12, 1997 between Paul and Barry Cummins and Millbrook Distribution Services Inc. for property located at Center Street and Genesee Street, Cuba, New York
Lease dated December 1, 1997 between Highview Properties-Two, LLC (successor to Highview-Harts Investments) and Millbrook Distribution Services Inc. (successor to Epstein & Sons, Inc.) for property located at 8 Joanna Court, East Brunswick, New Jersey
Storage USA Rental Agreement dated June 10 between Extra Space Storage (successor to Storage USA and Millbrook Distribution Services Inc. for property located at 2420 East Stop 11 Road, Indianapolis, Indiana
Oral month to month storage agreement between __________ and Millbrook Distribution Services Inc. for property located at 3204 Flovana Avenue, Jamestown, New York
Attic Storage Rental Agreement dated July 31, 2001 between Attic Storage of Omaha and Millbrook Distribution Services Inc. for property located at 6915 South 120th Street, La Vista, Nebraska
Lease dated December 1, 1986 between RDJ Realty Trust and Millbrook Distribution Services Inc. (successor to Millbrook Distributors, Inc.) for property located at 88 Huntoon Memorial Highway, Leicester, Massachusetts
Lease dated December 11, 2007 between Minuteman Packaging Corp. and Millbrook Distribution Services Inc. for property located at 143 Clark Street, Leicester, Massachusetts
Oral month to month storage agreement between ________ Millbrook Distribution Services Inc. for property located at 6812 Fountain Avenue, Orlando, Florida
Lease Agreement dated January 19, 2007 between Ashton, LLC and Millbrook Distribution Services Inc. for property located at 1315 West Chestnut Expressway, Springfield, Missouri
Lease and Security Agreement dated February 2, 2001 between BLR Properties, L.L.C. and Millbrook Distribution Services Inc. for property located at 5837 South Garnett, Tulsa, Oklahoma
Lease dated May 31, 2007 between D’Amico Limited Partnership and Mt. Vikos, Inc. for property located at 1291 Ocean Street, Marshfield, Massachusetts.
Lease dated as of May 6, 1985 between Colonial Village Company LLC and Natural Retail Group, Inc. (successor to Village Natural Grocers, Inc.) for property located at 700 Reistertown, Baltimore, Maryland
Lease Agreement dated November, 2002 between Bell Tower Corporation and Natural Retail Group, Inc. for property located at 1600 Route 28, Centerville, Massachusetts
Lease dated April 1, 1994 between Marlboro Plaza, Inc. and Natural Retail Group, Inc. for property located at 108 Marlboro Avenue, Easton, Maryland
Lease dated June 28, 1977 between Snead Y. Davis and Natural Retail Group, Inc. (successor to Sam’s Style Shop) for property located at 521 NW 13th Blvd, Gainesville, Florida
Lease dated May 11, 1993 between Newberry Crossing, Ltd. and Natural Retail Group (as successor to Newberry Crossing Store, Inc.) for property located at 1237 NW 76th Blvd, Gainesville, Florida
Lease Agreement dated July 4, 2007 between Morgan McPherson, Chairman of the Caroline Street Corridor and Bahama Village Community Redevelopment Agency and Natural Retail Group, Inc. (as successor to Southard Markets, Inc.) for property located at 201 William Street, Key West, Florida
Lease Agreement dated February 21, 2007 between Morgan McPherson, Chairman of the Caroline Street Corridor and Bahama Village Community Redevelopment Agency and Natural Retail Group, Inc. (as successor to Southard Markets, Inc.) for property located at 201 William Street, Key West, Florida
Lease dated June 24, 1994 between Neopolitan Way South Land Trust and Natural Retail Group (as successor to Sunsplash Market, Inc.) for property located at 850 Neopolitan Way, Naples, Florida
Shopping Center Lease dated as of December 15, 1995 between Ocala SC Company, Ltd. and Natural Retail Group, Inc. (as successor to Ocala Store, Inc.) for property located at 1917 East Silver Springs Blvd, Ocala, Florida
Lease dated February 15, 1985 between Seabreeze Associates Limited and Natural Retail Group, Inc. (as successor to Eckard Drugs of Florida, Inc.) for property located at 30555 US Highway 19N, Palm Harbor, Florida
Lease dated October 11, 2000 between TCW Special Credits and Natural Retail Group, Inc. for property located at 1900-2000 Tamiami Trial, Port Charlotte, Florida
Commercial Lease dated December 23, 2003 between Southpoints Shopping Center of Sarasota, Ltd. and Natural Retail Group, Inc. for property located at 1930 Stickney Point Road, Sarasota, Florida
Lease Agreement dated February 18, 1997 between Beneva Market Place Associates and Natural Retail Group, Inc. (as successor to Sarasota Store, Inc,) for property located at 1279 Beneva Road South, Sarasota, Florida
Lease Agreement dated November 26, 1993 between West Central Shopping Center and Natural Retail Group, Inc. (as successor to Nature’s Finest Foods Inc,) for property located at 6651 Central Avenue, St. Petersburg, Florida
Lease Agreement dated as of February 1, 2004 between Andreassi, LLC and United Natural Foods, Inc., (successor by merger to Select Nutrition Distributors, Inc.) for property located at 2722 Commerce Way, Philadelphia, Pennsylvania
Agreement of Lease dated as of September 1, 2004 between Reckson Operating Partnership, L.P. and United Natural Foods, Inc. (successor by merger to Select Nutrition Distributors, Inc.) for property located at 60 Charles Lindbergh Blvd, Uniondale, New York
Lease dated March 2, 1998 between P&C Property Management and United Natural Foods, Inc. (assignee of Tumaro’s, Inc.) for property located at 5300 Santa Monica Blvd., Los Angeles, California
Lease dated September, 2004 between the Savings Institute Bank & Trust Company and United Natural Foods, Inc. for property located at 190 Main Street, Danielson, Connecticut
Office Lease dated October 16, 2008 between Alco Cityside Federal LLC and United Natural Foods, Inc. for property located at 555 Valley Street, Providence, Rhode Island
Lease dated as of February 15, 2007 between World Learning, Inc. and United Natural Foods, Inc. for property located at 25 Mr. Arthur Drive, Chesterfield, New Hampshire
Lease dated March 16, 2007 between Meridian-Hudson McIntosh LLC and United Natural Foods, Inc. for property located at 6100 McIntosh Road, Sarasota, Florida
Standard Form Industrial Building Lease (Single-Tenant) dated March 14, 2008 between FR York Property Holding, LP and United Natural Foods, Inc. for property located at 225 Cross Farm Lane, York, Pennsylvania
Lease dated August 3, 1998 between Valley Center I, LLC and United Natural Foods, Inc. for property located at 22 30th North East, Auburn, Washington
Standard Form Lease (Industrial, Multi-Tenant, Net) dated July 11, 1997 between ADC, L.L.C. (as successor to Amberjack, Ltd.) and United Natural Foods, Inc. for property located at 15965 and 15755 East 32nd Avenue, Aurora, Colorado
NNN Lease (Multi-Tenant) dated as of July 31, 2001 between Metropolitan Life Insurance Company and United Natural Foods, Inc. for property located at 13204 Philadelphia Street, Fontana, California
Lease Agreement dated December 3, 2007 between Cactus Commerce, LLC and United Natural Foods, Inc. for property located at 22150 Goldencrest Drive, Moreno Valley, California.
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| | | | | | | | | |
| OWNED | | | | | | | | |
| O | Albert's Organics | Office/Warehouse | 200 Eagle Court | Bridgeport | NJ | 8014 | 35,700 | Yes |
| O | Albert's Organics | Warehouse | 3268 E. Vernon Avenue | Vernon | CA | 90058 | 34,500 | Yes |
| O | Millbrook | Office/Warehouse | 401 Highway 43 East | Harrison | AR | 72601 | 1,200,000 | Yes |
| O | UNFI-East | Warehouse | 100 Lake View Court | Atlanta | GA | 30336 | 327,500 | Yes |
| O | UNFI-East | Office/Warehouse | 71 Stow Drive | Chesterfield | NH | 03443 | 319,000 | Yes |
| O | UNFI-East | Office/Warehouse | 260 Lake Road | Dayville | CT | 06241 | 352,900 | Yes |
| O | UNFI-East | Office/Warehouse | 300 Lake Road | Dayville | CT | 06241 | 90,200 | No |
| O | UNFI-East | Warehouse | 655 Commerce Parkway | Greenwood | IN | 46143 | 311,100 | Yes |
| O | UNFI-East | Warehouse | 2340 Heinz Road | Iowa City | IA | 52240 | 274,800 | Yes |
| O | UNFI-East | Warehouse | 100 Lincoln Street | New Oxford | PA | 17350 | 271,200 | No |
| O | UNFI-West | Warehouse | 12745 Earhart Avenue | Auburn | CA | 95602 | 150,000 | No |
| O | UNFI-West | Warehouse | 7909 S. Union Parkway | Ridgefield | WA | 98642 | 239,000 | Yes |
| O | UNFI-West | Office/Warehouse | 1101 Sunset Blvd | Rocklin | CA | 95765 | 487,000 | Yes |
| | | | | | | | | |
| LEASED | | | | | | | | |
| L | Albert's Organics | Warehouse | 15965 E 32nd Ave | Aurora | CO | 80110 | 23,930 | Yes |
| L | Albert's Organics | Warehouse | 71 Stow Dr | Chesterfield | NH | 3443 | 20,540 | Yes |
| L | Albert's Organics | Warehouse | 5222 Quincy Street | Mounds View | MN | 55112 | 39,900 | Yes |
| L | Albert's Organics | Office | 2450 17th Ave Suite 250 | Santa Cruz | CA | 95062 | 3,935 | No |
| L | Albert's Organics | Warehouse | 6272 Mcintosh Rd | Sarasota | FL | 34238 | 22,522 | Yes |
| L | Hershey | Office/Warehouse | 96 Executive Drive | Edison | NJ | 08817 | 110,000 | Yes |
| L | Millbrook | MTM Storage | 6509 Transit Road | Bowmansville | NY | 14026 | 75 | No |
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| L | Millbrook | MTM Storage | 493 South Main Street | Canadaigua | NY | 14424 | 200 | No |
| L | Millbrook | MTM Storage | 4531 22nd St., N.W. | Canton | OH | 44708 | 300 | No |
| L | Millbrook | MTM Storage | 6751 Macon Road | Columbus | GA | 31907 | 750 | No |
| L | Millbrook | MTM Storage | Center St. & Genesee St. | Cuba | NY | | | No |
| L | Millbrook | Warehouse | 8 Joanna Court | E. Brunswick | NJ | 08816 | 177,600 | Yes |
| L | Millbrook | MTM Storage | 2420 E. Stop 11 Road | Indianapolis | IN | 46227 | 200 | No |
| L | Millbrook | MTM Storage | 3204 Flovana Avenue | Jamestown | NY | | 25 | No |
| L | Millbrook | MTM Storage | 6915 S. 120th Street | La Vista | NE | 68128 | 400 | No |
| L | Millbrook | Office/Warehouse | 88 Huntoon Memorial Highway | Leicester | MA | 01524 | 188,000 | Yes |
| L | Millbrook | Warehouse | 82 Huntoon Memorial Hwy | Leicester | MA | 01524 | 40,000 | Yes |
| L | Millbrook | MTM Storage | 6812 Fountain Ave., E-17 | Orlando | FL | 32807 | 200 | No |
| L | Millbrook | MTM Storage | 1315 W. Chestnut Expressway | Springfield | MO | | | |
| L | Millbrook | MTM Storage | 5837 South Garnett | Tulsa | OK | 74146 | 1,650 | No |
| L | Mt. Vikos | Office | 1291 Ocean Street | Marshfield | MA | 02050 | appr 1500 | No |
| L | NRG | Retail Store | 700 Reistertown | Baltimore | MD | 21215 | 4,000 | Yes |
| L | NRG | Retail Store | 1600 Route 28 | Centerville | MA | 02632 | 3,000 | Yes |
| L | NRG | Retail Store | 108 Marlboro Ave | Easton | MD | 21601 | 3,500 | Yes |
| L | NRG | Retail Store | 521 NW 13 Blvd | Gainesville | FL | 32601 | 4,600 | Yes |
| L | NRG | Retail Store | 1237 NW 76th Blvd | Gainesville | FL | 32606 | 4,750 | Yes |
| L | NRG | Retail / Wholesale | 201 William Street | Key West | FL | 33040 | 11,178 | Yes |
| L | NRG | Wholesale | 201 William Street | Key West | FL | 33040 | 4,471 | Yes |
| L | NRG | Retail Store | 850 Neopolitan Way | Naples | FL | 34103 | 4,800 | Yes |
| L | NRG | Retail Store | 1917 E Silver Springs Blvd | Ocala | FL | 34470 | 5,000 | Yes |
| L | NRG | Retail Store | 30555 US Highway 19N | Palm Harbor | FL | 34684 | 12,270 | Yes |
| L | NRG | Retail Store | 1900-2000 Tamiami Trail | Port Charlotte | FL | 33948 | 9,600 | Yes |
| L | NRG | Retail Store | 1930 Stickney Point Rd | Sarasota | FL | 34231 | 4,700 | Yes |
| L | NRG | Retail Store | 1279 Beneva Rd S. | Sarasota | FL | 34232 | 8,260 | Yes |
| L | NRG | Retail Store | 6651 Central Ave. | St. Petersburg | FL | 33710 | 4,750 | Yes |
| L | Select Nutrition | Warehouse | 2722 Commerce Way | Philadelphia | PA | 19154 | 100,000 | Yes |
| L | Select Nutrition | Office | 60 Charles Lindebergh Blvd | Uniondale | NY | 11553 | | No |
| L | Tumaro's | Office/Warehouse | 5300 Santa Monica Blvd. | Los Angeles | CA | 90029 | 5,875 | Yes |
| L | UNFI | Office | 190 Main Street | Danielson | CT | 06239 | | No |
| L | UNFI | Office | 555 Valley Street | Providence | RI | 02908 | 50,000 | No |
| L | UNFI-East | Office | 25 Mr. Arthur Drive | Chesterfield | NH | 03443 | 4,000 | No |
| L | UNFI-East | Office/Warehouse | 6100 MacIntosh Road | Sarasota | FL | 34238 | 345,000 | Yes |
| L | UNFI-East | Warehouse | 225 Cross Farm Lane | York | PA | 17406 | 675,000 | Yes |
| L | UNFI-West | Warehouse | 22 30th North East | Auburn | WA | 98002 | 204,700 | Yes |
| L | UNFI-West | Warehouse | 15965 E. 32nd Ave. | Aurora | CO | 80011 | 180,000 | Yes |
EXHIBIT B and I
BORROWERS AND GUARANTORS
BUSINESS LOCATIONS
Owned/ Leased | Entity | Use | Address | City | State | Zip | Sq. Ft. | Inventory in Excess of $100,000 |
| L | UNFI-West | Warehouse | 15965 E. 32nd Ave. | Aurora | CO | 80011 | 19,708 | No |
| L | UNFI-West | Office | 15755 East 32nd Avenue | Aurora | CO | 80011 | 3,500 | No |
| L | UNFI-West | Warehouse | 15755 East 32nd Avenue | Aurora | CO | 80011 | 40,000 | Yes |
| L | UNFI-West | Warehouse | 13204 Philadelphia St. | Fontana | CA | 92337 | 220,200 | vacant |
| L | UNFI-West | Warehouse | 22150 Goldencrest | Moreno Valley | CA | 92553 | 613,000 | Yes |
Fantastic Foods, Inc. commonly has inventory in excess of $100,000 located at its manufacturer, Wixon, Inc., 1390 East Bulavar Avenue, St. Francis, Wisconsin 53235.
Fantastic Foods, Inc. commonly has inventory worth in excess of $100,000 stored at its warehousing and distribution vendor, Distribution 2000, Inc., 505 Crossroads Parkway, Bolingbrook, IL 60440
Mt. Vikos, Inc.commonly has inventory worth in excess of $100,000 stored at its warehouse, East Coast Warehousing & Dist. Cor., 1140 Polaris Street, Elizabeth, NJ 07201
Exhibit M
Amended and Restated Exhibit M
EXHIBIT M
GUARANTEES
UNF has guaranteed the obligations of the ESOT under the Loan Agreement dated 11/1/88 between the ESOT and Norman Cloutier, Steven Townsend, Daniel Atwood and Theodore Cloutier; original principal amount of the Note issued under the Loan Agreement is $4,080,000.
UNF has guaranteed the obligations of Fantastic Foods, Inc. under the Contract Manufacturing and Packaging Agreement dated March 20, 2008 between Fantastic Foods, Inc. and Wixon, Inc.
