DRAFT 10/30/00
[LETTERHEAD OF UNITED NATURAL FOODS, INC.]
October 31, 2000
Richard S. Youngman
P.O. Box 301
Chesterfield, NH 03443
Re: Registration Rights Agreement
Dear Richard:
Reference is hereby made to the Registration Rights Agreement (the
"Registration Rights Agreement") dated as of October 31, 1997, by and among
United Natural Foods, Inc. ("UNF") and each of the Purchasers referred to
therein, including you (the "Purchasers"). All capitalized terms used in this
Letter Agreement that are not defined herein shall have the meaning set forth in
the Registration Rights Agreement.
1. Demand Registration. UNF and Mr. Youngman acknowledge that the right of
the Purchasers to request a Demand Registration pursuant to Section 2 of the
Registration Rights Agreement shall terminate on October 31, 2000.
Notwithstanding the provisions of Section 2.2(a), UNF and Mr. Youngman agree (i)
to extend the termination date of Mr. Youngman's rights under such section until
October 31, 2001 (the "Extension Period") and (ii) limit Mr. Youngman's rights
during such Extension Period to request (A) one Demand Registration of not more
than 1,500,000 shares of Registrable Securities for an underwritten offering and
(B) one Demand Registration of not more than 500,000 shares of Registrable
Securities pursuant to a registration statement on Form S-3 (or any successor
form thereto that may be adopted by the Securities and Exchange Commission).
2. Remaining Terms. All of the remaining terms and provisions of the
Registration Rights Agreement shall remain in full force and effect.
3. Governing Law. This Letter Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, applicable to contracts
made and to be performed wholly within that State, without regard to principles
of conflicts of law.
If the foregoing sets forth your understanding of our agreement, please
execute the duplicate original of this letter in the place set forth below and
return to Kevin T. Michel.
UNITED NATURAL FOODS, INC.
By: /s/
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Title: CEO
ACCEPTED AND AGREED TO:
/s/ Richard S. Youngman
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Richard S. Youngman
Date: October 21, 2000
