AGREEMENT FOR DISTRIBUTION OF PRODUCTS

Exhibit 10.9

AGREEMENT FOR DISTRIBUTION OF PRODUCTS

This Agreement for Distribution of Products (the “ Agreement ”) is effective September 26, 2006 between Whole Foods Market Distribution, Inc., a Delaware corporation (“ WFM ”), and United Natural Foods, Inc., a Delaware corporation (“ UNFI ”).

RECITALS

A. WFM and its affiliates and subsidiaries are primarily engaged in the sale of natural and organic products. Their operations include retail stores (“ WFM Stores ”), food production/repacking facilities and distribution centers (together, including WFM Stores, the “ WFM Locations ”). WFM and its affiliates and subsidiaries have WFM Locations in a number of separate regions, which currently include the Florida Region, Mid-Atlantic Region, Mid-West Region, Pacific Northwest Region, Northern Atlantic Region, Northeast Region, Northern California Region, Rocky Mountain Region, South Region, Southern Pacific Region, and the Southwest Region (each a “ WFM Region ” and collectively the “ WFM Regions ”).

B. UNFI and its affiliates, subsidiaries and related parties including but not limited to, all distribution arms of the foregoing parties and Select Nutrition (together with UNFI, the “ UNFI Parties ”) operate a group of distribution centers (individually a “ UNFI DC ” and collectively the “ UNFI DCs ”) that sell natural and organic products. For purposes of this Agreement UNFI Parties specifically excludes Albert’s Organics, Inc. and manufacturing arms and retail divisions of UNFI and its affiliates subsidiaries and related parties.

C. The parties desire to enter into this Agreement to set forth the terms upon which UNFI will sell and distribute to WFM Locations and WFM Locations will purchase certain goods and services.

NOW, THEREFORE, the parties agree as follows:

Term . This Agreement shall have an initial term of seven years (the “ Term ”) commencing as of September 26, 2006 (the “ Effective Date” ).

Scope . This Agreement applies to any product purchased by a WFM Location in the continental United States from the UNFI Parties (in any case a “ Product ” and collectively “ Products ”). [*CONFIDENTIAL*].

Distribution Arrangement .

The pricing terms set forth in this Agreement will remain in effect as long as WFM uses UNFI as its “ Primary Distributor .” WFM is deemed to have used UNFI as its Primary Distributor if the following two conditions are met: (i) each WFM Region (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) purchases [*CONFIDENTIAL*] in Products per “ WFM Fiscal Year ” (as identified on Exhibit A ) as were purchased in [*CONFIDENTIAL*]; and (ii) if [*CONFIDENTIAL*] of the aggregate dollar amount of Product purchases by all WFM Stores (excluding [*CONFIDENTIAL*] and all WFM Stores outside of the continental United States) from wholesale natural grocery distributors during a WFM Fiscal Year are made from UNFI Parties. Orders

submitted to the UNFI Parties for Products that are out of stock (“ OOS ”) will be included in the calculation as purchases from UNFI Parties for determining whether both (a)(i) and (a)(ii) have been satisfied. The following purchases by WFM Stores are not considered to be purchases from a wholesale natural grocery distributor and therefore will not be included in determining the dollar amount of WFM Store product purchases for purposes of this Section 3(a)(ii): (A) purchases by WFM Stores from WFM or any of its affiliates or subsidiaries (collectively, the “ WFM Parties ”), including, but not limited to, purchases from a WFM distribution center, (B) purchases by WFM Store from the manufacturer of a product, (C) purchases by WFM Stores from non natural grocery distributors including, but not limited to, broad-line food service distributors, non-food distributors and specialty distributors such as but not limited to cheese, produce, meat, seafood, or alcoholic beverages distributors. If at any time UNFI believes that WFM has not satisfied the conditions set forth in Section 3(a)(i) or 3(a)(ii), UNFI will notify WFM in writing. WFM will have 3 WFM Periods from receipt of such notice to adjust purchases to meet the requirements. If WFM fails to cure the noncompliance in 3 WFM Periods (calculated on a consecutive 13 WFM Period basis) from the receipt of notice, UNFI’s sole remedy will be to renegotiate the “ Gross Profit Margin Percent ” identified on Exhibit B .

UNFI agrees to (i) use commercially reasonable efforts to increase its distribution capacity in [*CONFIDENTIAL*] and (ii) establish a new distribution center in [*CONFIDENTIAL*]. If UNFI fails to provide fully functional UNFI DCs capable of servicing the applicable WFM Locations in the [*CONFIDENTIAL*] and [*CONFIDENTIAL*] (in each case, the “ Online Date ”), UNFI will be charged a penalty fee. The penalty fee begins on the applicable UNFI DCs Online Date and continues until the applicable UNFI DC is fully functional and is equal to [*CONFIDENTIAL*]. If there is an event of Force Majeure that prevents UNFI from meeting the applicable Online Date, the parties agree to negotiate a new Online Date.

UNFI agrees to stock all new Products requested by WFM after the Effective Date if a majority of the WFM Stores (but in any case, not less than six WFM Stores or all the WFM Stores in a WFM Region if the WFM Region contains less than six WFM Stores) in the applicable WFM Region agree to stock the new Product, including, but not limited to, Exclusives (defined in Section 5(b)), Private Label SKUs (defined in Section 6(a)) and Control Label SKUs (defined in Section 6(a)). All new Product vendors must meet UNFI’s reasonable requirements for new vendors. Any single WFM Store requests for a new Product will be reviewed on a case by case basis.

At any time during the term of this Agreement, the [*CONFIDENTIAL*] may choose to use UNFI as its Primary Distributor by executing a document substantially in the form of Exhibit C attached hereto. Subject to the requirements in Exhibit C , UNFI will become the Primary Distributor for the [*CONFIDENTIAL*] effective the date of execution of Exhibit C . Notwithstanding anything to the contrary in this Agreement, Exhibit C does not require the execution of UNFI although it will amend this Agreement.

Reports . At WFM’s reasonable request, UNFI will provide reports to WFM that include all information and data relevant to an evaluation of the WFM account and UNFI’s performance under this Agreement, including, but not limited to, the following reports: (i) all reports requested by WFM [*CONFIDENTIAL*]; (ii) any reports of the type provided to WFM prior to the Effective Date; and (iii) all reports requested in this Agreement. In addition, WFM may submit requests to UNFI for additional information and data relating to WFM’s account and UNFI will prepare reports for WFM setting forth the requested information and data. UNFI will use commercially reasonable efforts to provide all such information and data in a timely manner and in the format requested by WFM. WFM may specify either a hard copy or electronic copy. For electronic copies, WFM may specific whether the report will be delivered in CSV, Excel or Word or another format reasonably acceptable to UNFI

Branded Products .

Quality Standards . WFM has a list of ingredients located at www.wholefoodsmarket.com (which the WFM Parties may modify from time to time) that WFM does not permit in any products sold at WFM Stores (the “ Unacceptable Ingredient List ”). UNFI agrees it will not knowingly sell WFM Products that contain ingredients listed on the Unacceptable Ingredient List.

Exclusives . From time to time, WFM and certain Product manufacturers or suppliers may agree that a Product provided by such manufacturer or supplier will be sold exclusively to WFM (“ Exclusives ”). If a new Exclusive Product meets the requirements in Section 3(c), UNFI will purchase and stock Exclusives in inventory and for a period specified by WFM (not to exceed three UNFI Pricing Periods per UNFI DC unless mutually agreed upon by the parties), UNFI will sell the Product only to WFM Locations.

Private Label and Control Label Products .

Inventory . “ Private Label SKUs ” will mean those Products that WFM Locations offer from time to time with packaging that includes WFM proprietary labels including, but not limited to, “Whole Foods” “365 Everyday Value” “365 Organic Everyday Value” “Whole Kids Organic” “Whole Body” “Whole Pantry” and such other trade names or marks used by WFM Parties from time to time. In addition to Private Label SKUs, certain manufacturers or suppliers may agree from time to time to produce products for WFM that include manufacturer or supplier proprietary labels used exclusively on products sold to WFM Locations (“ Control Label SKUs ”). UNFI will purchase and stock the Private Label SKUs and the Control Label SKUs requested by WFM from time to time in the UNFI DCs designated by WFM. UNFI will provide WFM with a current list of individuals designated as contacts for Private Label SKU and Control Label SKU inventory matters and will keep WFM informed of any changes to contact information.

Report . UNFI recognizes the importance of delivering all information regarding Private Label SKUs and Control Label SKUs in a clear, concise and complete manner. UNFI will provide WFM with a report of UNFI’s Private Label SKU inventory and Control Label SKU inventory in a form mutually agreed upon by the parties once every WFM Period as identified on Exhibit A (the “ Private Label Report ”). The Private Label Report will be per UNFI DC and UNFI in total and will include information about usage, stock level, amount on order and how many times each Private Label SKU and Control Label SKU turned during a WFM Period (an “ Inventory Minimum Turn Period ”). UNFI agrees to deliver the first Private Label Report 60 days from the Effective Date.

Product Hold; Stock Recovery, Withdrawals and Recalls .

All notices relating to a Product hold, stock recovery, withdrawal or recall of a Private Label SKU or Control Label SKU may be communicated to UNFI by a member of the WFM Private Label Team (a “ Product Action Notice ”). UNFI will cooperate fully with the WFM Private Label Team, respond promptly to any Product Action Notice and confirm receipt of any such notice by email as soon as possible but in every case, within 24 hours. UNFI shall keep the WFM Private Label Team informed of the status of UNFI inventory subject to a Product Action Notice and all actions performed

by a UNFI Party in response to any such notice. If UNFI receives notice from anyone other than a WFM Private Label Team member that involves a Product hold, stock recovery, withdrawal or recall associated with a Private Label SKU or a Control Label SKU, UNFI will immediately notify a member of the WFM Private Label Team. The Private Label SKU or Control Label SKU involved in this notice may be placed on hold; however, no other action should be taken until a directive is received from the WFM Private Label Team.

Product subject to a Product hold, stock recovery, withdrawal or recall of a Private Label SKU or a Control Label SKU inventory whether due to a defect, damage, misbranding or quality issue is considered “ Rejected Inventory .” [*CONFIDENTIAL*]. UNFI will indemnify WFM for any losses incurred by the WFM Parties resulting from a UNFI Party’s failure to comply with a Product Action Notice.

Product Sales . UNFI agrees to take commercially reasonable efforts to prevent any UNFI Party from selling or donating or otherwise distributing or conveying any Private Label SKU or any Control Label SKU to any distribution network, stores, entities or persons not approved in advance by a WFM Private Label Team Member. UNFI agrees to fully cooperate with WFM Private Label Team members and their representatives and designees in any investigation or litigation relating to any unauthorized sale. [*CONFIDENTIAL*].

WFM Responsibility for Inventory . Except for (i) Rejected Inventory, (ii) inventory that is out of date or damaged or in unacceptable condition due to UNFI’s acts or omissions including, but not limited to, improper storage, improper rotation, improper ordering, damage incurred during transportation by UNFI or its designees or (iii) missing, short or lost Product (shrink), if WFM terminates a Private Label SKU or a Control Label SKU, WFM will be responsible for and will reimburse UNFI for the applicable Private Label SKU or Control Label SKU inventory held by UNFI not to exceed the greater of (i) a 90 day supply based upon the WFM Locations’ past purchasing practices, or, if a new Product, projections provided in writing by WFM, or (ii) the supplier’s minimum order quantity. If the WFM Private Label Team instructs UNFI to destroy a Private Label SKU or a Control Label SKU held in inventory, UNFI will promptly arrange for the destruction of the applicable Products and will promptly provide WFM with a certificate of destruction covering all applicable Products.

[*CONFIDENTIAL*]. Private Label SKUs and Control Label SKUs will be priced for invoice purposes in the same manner as other Products purchased by WFM Locations from UNFI Parties except for [*CONFIDENTIAL*].

Invoicing Payment Terms .

Product Invoices .

Standard Invoices . Except for the EDLC Program (defined in Section 7(a)(iii)), UNFI will invoice WFM Locations for all Products purchased by WFM Locations consistent with practices in effect between WFM and UNFI prior to the Effective Date. The current practice applies to Products other than produce, wine and non-branded bulk items (“ Standard Products ”). For Standard Products, the price shown on the invoice to WFM (the “ Standard Invoice Product Price ”) will equal UNFI’s Cost (defined below) plus [*CONFIDENTIAL*]. “ Cost ” equals the manufacturer’s list price (the “ MLP ”) to UNFI for the Product, plus (ii) the Freight Charge. The “ Freight Charge ” means either (i)

[*CONFIDENTIAL*] or (ii) [*CONFIDENTIAL*]. A Freight Charge will not be applied to Products that include freight in the MLP (i.e. Products with delivered cost pricing). WFM may change the amount of [*CONFIDENTIAL*] at any time by giving UNFI written notice. The foregoing change will be reflected in the next EDI cost files transmitted to WFM and the new [*CONFIDENTIAL*] becomes effective at the start of the next UNFI Pricing Period for such EDI cost files, not to exceed nine weeks.

[*CONFIDENTIAL*]

EDLC Program . Certain Products will be included in a new program known as the WFM Everyday Low Cost Program (the “ EDLC Program ”). A Product will be included in the EDLC Program if WFM and the Product supplier or manufacturer agree upon an every day low cost (an “ EDLC Cost ”) for a Product that is resold by UNFI to WFM Locations (“ EDLC Products ”). For EDLC Products, the invoice price (the “ EDLC Invoice Price ”) will equal [*CONFIDENTIAL*]. A Freight Charge will not be applied to Products that include freight in the EDLC Cost. UNFI will report to the supplier or manufacturer the applicable EDLC Product sales and deduct from or credit to the supplier or manufacturer the appropriate EDLC reconciliation amount (the “ EDLC Reconciliation Amount ”). The EDLC Reconciliation Amount will be equal to [*CONFIDENTIAL*]. The parties will work together to create forms and procedures to support the EDLC Program, including, but not limited to, a WFM EDLC Reconciliation Process and a WFM EDLC Program Form. WFM may change the amount of the [*CONFIDENTIAL*] at any time by giving UNFI written notice. The foregoing change will be reflected in the next EDI cost files transmitted to WFM and the new [*CONFIDENTIAL*] becomes effective at the start of the next UNFI Pricing Period for such EDI cost files, not to exceed nine weeks.

Cross-Dock Billing UNFI will, from time to time, and based on UNFI space availability, ship goods and shipper displays on a cross-dock basis for WFM at a rate of $[*CONFIDENTIAL*].

[*CONFIDENTIAL*]. From time to time, WFM or UNFI, on WFM’s behalf, may negotiate [*CONFIDENTIAL*] from the manufacturer and/or supplier. The [*CONFIDENTIAL*] will be reflected as a reduction in the applicable invoice price. For example, [*CONFIDENTIAL*]. The parties will work together to create a list of manufacturers and suppliers that have agreed to provide WFM [*CONFIDENTIAL*]. UNFI Authorization forms for standing and one-time [*CONFIDENTIAL*] will be completed and submitted by WFM’s vendor or broker and submitted to UNFI designated personnel who will update and maintain this information and apply the specified reductions from the applicable invoice price. For any WFM specific [*CONFIDENTIAL*] UNFI will require manufacturer’s or supplier’s authorization. The foregoing WFM [*CONFIDENTIAL*] price will be reflected on the applicable invoice. UNFI Authorization forms will be submitted to UNFI with a minimum of two weeks lead time before desired delivery date.

Fuel Surcharge Program . If during a “ WFM Fiscal Quarter ” (set forth on Exhibit A ) the average price per gallon of diesel fuel exceeds [*CONFIDENTIAL*] based on the U.S. weekly average from the U.S. Department of Energy’s Weekly Retail On-Highway Diesel Prices report found on the US Energy Information Administration website, www.eia.doe.gov, WFM will incur a “ Fuel Surcharge ” as set forth on Exhibit D . The foregoing government report is currently located at http://tonto.eia.doe.gov/oog/info/wohdp/diesel_detail_report.asp. The Fuel Surcharge, if any, is calculated each WFM Fiscal Quarter based on the sum of the U.S. weekly average price per gallon, as found above, during the prior WFM Fiscal Quarter divided by the number of weeks in such prior WFM Fiscal Quarter, rounded to 2 decimal places using standard rounding procedures. The Fuel Surcharge, if

any, shall be incurred for each delivery by UNFI fleet to a WFM Location. In accordance with current practices the Fuel Surcharge will be billed to each WFM Region per WFM Fiscal Quarter with supporting documentation reflecting the calculation of the Fuel Surcharge for each WFM Location.

Pallet & Tote Program . The parties will develop a mutually agreeable pallet and tote exchange program. The pallet and totes received and returned by WFM will be tracked on each WFM Location invoice. WFM will pay UNFI a fee of [*CONFIDENTIAL*] per tote for totes not returned to UNFI (a “ Tote Fee ”). The Tote Fee will be invoiced to each WFM Region per WFM Fiscal Quarter with supporting documentation reflecting the calculation of the Tote Fee for each WFM Location. Upon Product deliveries, WFM will use its commercially reasonable efforts to provide UNFI with the number of empty pallets equal to the number of loaded pallets delivered to WFM.

WFM’s Manufacturer/Supplier Relationship . UNFI agrees (i) to cooperate with WFM regarding any WFM arrangement with the Product manufacturer and/or supplier including, but not limited to, the EDLC Program, funding for new, remodeled and acquired WFM Stores, promotions and free or discounted Product and (ii) it will not attempt to circumvent any such arrangement including, but not limited to, the EDLC Cost

Electronic Cost & Invoice Files . Consistent with past practices, UNFI will provide electronic cost files daily and each UNFI Pricing Period. Further, in addition to paper invoices submitted to WFM Locations, UNFI will provide daily electronic invoice files in EDI format. During the term of this Agreement, WFM intends to cross check the Product prices on the invoice against the electronic cost files. If there is a discrepancy in the Product price, WFM may adjust the applicable payment. [*CONFIDENTIAL*].

Payment Terms .

Amounts due UNFI . WFM will send a wire transfer every [*CONFIDENTIAL*] with payment for all acceptable invoices received by WFM Locations [*CONFIDENTIAL*]. UNFI may impose a finance charge of 1% per WFM Period for any undisputed amounts that are not paid timely.

Amounts due WFM . Except as otherwise provided in this Agreement, any amount payable by UNFI to WFM will be due and payable within [*CONFIDENTIAL*] days from the beginning of the applicable WFM Period. WFM may impose a finance charge of 1% per WFM Period for any undisputed amounts that are not paid timely.

[*CONFIDENTIAL*]

Purpose . The parties acknowledge that UNFI may realize income from sales of Products to WFM Locations through various means including, but not limited to, (i) [*CONFIDENTIAL*] and (ii) [*CONFIDENTIAL*]. [*CONFIDENTIAL*]. UNFI represents to WFM that it will not attempt to circumvent the intent of this Section 8.

[*CONFIDENTIAL*]

[*CONFIDENTIAL*].

[*CONFIDENTIAL*]

(x) Definition of Total Sales : [*CONFIDENTIAL*].

(y) Definition of Total Cost of Goods Sold : [*CONFIDENTIAL*].

[*CONFIDENTIAL*].

[*CONFIDENTIAL*]

[*CONFIDENTIAL*].

[*CONFIDENTIAL*]

Accuracy of Information . In connection with the negotiation of this Agreement, UNFI has provided information to WFM relating to [*CONFIDENTIAL*]. UNFI acknowledges that WFM has relied upon this information in connection with the negotiation and execution of this Agreement. UNFI represents and warrants that all information provided to WFM during the negotiation of this Agreement is true and correct. If WFM determines that the above information is inaccurate or WFM was mislead, WFM may renegotiate the [*CONFIDENTIAL*]. If WFM chooses to renegotiate a reduction in the percentages listed on the [*CONFIDENTIAL*], UNFI agrees to negotiate in good faith.

[*CONFIDENTIAL*].

Credits . UNFI’s Standard Credit Policy and UNFI’s Credit Allowance Policy are outlined on Exhibit E (“ UNFI Credit Policy ”). These policies set forth two separate procedures for providing credit for certain errors relating to Product orders including, but not limited to, Products which are billed but not received, wrong Product shipped, damaged Product, Products with less than agreed upon shelf life remaining, spoiled or infested Product, Product with defective packaging, consumer returns, withdrawn or recalled Products and pricing errors. Each WFM Region will select one of the two UNFI Credit Policy options. Each WFM Region may change its UNFI Credit Policy once per WFM Fiscal Year by giving UNFI 30 days written notice, such change to be effective beginning with the WFM Period following the 30 day notice. Notwithstanding the terms set forth in the UNFI Credit Policy, during the transition from the credit policy process in place between UNFI and WFM prior to the Effective Date and the new UNFI Credit Policy, UNFI’s DCs in the EAST (i) will implement a transitional credit submission timeline of four calendar days for the first three WFM Periods after the effective date of the new UNFI Credit Policy, and (ii) will accept one last cycle of suncare returns at the end of the 2006 season.

Other Rebates .

Signing Bonus . In consideration of the execution of this Agreement, UNFI will pay WFM [*CONFIDENTIAL*]. The payment will be in the form of a check or wire transfer.

[*CONFIDENTIAL*]

[*CONFIDENTIAL*]

[*CONFIDENTIAL*]

New Product Slotting. WFM will submit a completed New Product Request Form (provided by UNFI) to request the addition of a new Product to UNFI’s inventory for sale to WFM Parties. The New Product Request Form will include a place to specify whether the new Product will be introduced by WFM on a national or regional basis. If the new Product will be introduced nationally, UNFI will purchase and slot the Product in all UNFI DCs for delivery to all WFM Locations. If the new Product will be introduced only in specific regions, UNFI will purchase and slot the new Product in the designated regions. UNFI will use commercially reasonable efforts to meet reasonable timelines requested by WFM for delivery of a new Product to WFM Locations. The parties agree that the following time frames are reasonable:

if a supplier or manufacturer is new to any West or East division of UNFI, UNFI will submit purchase orders to the supplier or manufacturer within [*CONFIDENTIAL*] of the date WFM submits the New Product Request Form to UNFI (the “ New Product Request Date ”) and will use commercially reasonable efforts to deliver the requested new Product to WFM Locations within [*CONFIDENTIAL*] of the New Product Request Date;

if the Product (but not the supplier or manufacturer) is new to any West or East division of UNFI, UNFI will submit purchase orders to the supplier or manufacturer within [*CONFIDENTIAL*] of the New Product Request Date and will use commercially reasonable efforts to deliver the Product to the designated WFM Locations within [*CONFIDENTIAL*] of the New Product Request Date; and

if UNFI has a Product number for a Product in the appropriate division requested by WFM, UNFI will submit all purchase orders for the new Product within [*CONFIDENTIAL*] of the New Product Request Date and will use commercially reasonable efforts to deliver the new Product to WFM Locations within [*CONFIDENTIAL*] of the New Product Request Date unless the supplier or manufacturer is not on a weekly ordering schedule, in which case, UNFI will submit the purchase order on the next possible order date and the timing of new Product delivery to WFM Locations will be adjusted accordingly.

The parties acknowledge that supplier or manufacturer lead times, transportation schedules and other factors outside of UNFI’s control may affect the final WFM Location delivery timeline. WFM also acknowledges that a new Product orders involving an unusually large number of Product may require longer timelines.

Fill Rate . UNFI agrees to use commercially reasonable efforts to maintain a “fill rate” for each UNFI DC of at least [*CONFIDENTIAL*]% meaning that [*CONFIDENTIAL*]% or more of Products ordered by WFM Locations will be delivered on time and in good condition with the correct invoice and selection of Products. UNFI will provide a report to WFM once a week by UNFI DC of the actual dollar amount of Product filled and delivered on time by that UNFI DC and the dollar amount of the Products that would have been filled and delivered if that UNFI DC had a 100% fill rate. UNFI warrants and guarantees (excluding the [*CONFIDENTIAL*] Region) a [*CONFIDENTIAL*]% fill rate for each UNFI DC (the “ Minimum Fill Rate ”), which excludes mispicks, bills not received, short-code and quality, consistent with past practices. If any UNFI DC fails to meet the Minimum Fill Rate for [*CONFIDENTIAL*] consecutive weeks, every week following until the UNFI DC meets the Minimum Fill Rate, UNFI will pay each WFM Location affected an amount equal to [*CONFIDENTIAL*] of the difference between the dollar amount of Product represented by the Minimum Fill Rate and the dollar amount of Products delivered pursuant to those orders (in each instance a “ Fill Rate Penalty Fee ”). For example, if a UNFI DC fails to meet the Minimum Fill Rate for [*CONFIDENTIAL*] weeks in a row,

each WFM Location that placed orders for Products from the UNFI DC that were due to be delivered during the 5 ^th week would be entitled to a payment calculated as follows. If the dollar amount of Products received by the WFM Location from the UNFI DC during week five was $90,000 and there were $100,000 of Products ordered in corresponding purchase orders that were due to be delivered that week, the resulting fill rate would be [*CONFIDENTIAL*] for that WFM Location for that week. The difference between the actual fill rate dollar amount that week ($90,000) and the Minimum Fill Rate dollar amount [*CONFIDENTIAL*]. UNFI would owe that WFM Location a payment equal to [*CONFIDENTIAL*]. If the failure of UNFI to deliver any Product is a result of any of the following conditions, the Product will not be included in the calculations for determining the Minimum Fill Rate or the payment owed to a WFM Location: (i) if a Product is OOS as a result of a failure of the supplier or manufacturer (which can be independently verified by WFM) or as a result of a supply interruption due to natural disasters and UNFI has used commercially reasonable efforts to obtain the Product; (ii) promotional overpulls; (iii) applicable grocery strikes; (iv) interruptions in rail service or other transportation services other than those provided by UNFI; (v) mistakes in ordering on the part of WFM (e.g. WFM inadvertently requests the wrong amount of a Product on a purchase order).

Minimum Orders .

Select Nutrition . If the total purchase price of Select Nutrition Product ordered (including OOS Products) meets the $[*CONFIDENTIAL*] minimum order amount (until October 31, 2006) or the $[*CONFIDENTIAL*] minimum order amount (after October 31, 2006), UNFI will ship the Select Nutrition Products without a shipping fee. If WFM does not order the above minimum amount of Select Nutrition Products, WFM will be charged a $[*CONFIDENTIAL*] shipping fee.

Other UNFI Parties . Except for the $[*CONFIDENTIAL*] minimum purchase requirement for all WFM Locations, all WFM Locations in [*CONFIDENTIAL*] and outside of the U.S. are excluded from this Section 13(b). WFM will use reasonable commercial efforts to maintain a national average minimum order amount of $[*CONFIDENTIAL*] for WFM Stores and $[*CONFIDENTIAL*] for other WFM Locations. Any WFM Store ordering on average less than $[*CONFIDENTIAL*] per order will make reasonable attempts towards increasing the WFM Store’s average order to at least $[*CONFIDENTIAL*]. In no event will UNFI be required to deliver an order that is less than $[*CONFIDENTIAL]. Order amounts will be based upon the total purchase price of Product ordered including the [*CONFIDENTIAL*] and OOS Products. UNFI will [*CONFIDENTIAL*]. If WFM fails to maintain a national average minimum order amount of $[*CONFIDENTIAL*] for WFM Stores and $[*CONFIDENTIAL*] for other WFM Locations, UNFI will notify WFM and WFM will take reasonable efforts to increase minimum order amounts.

Auditing .

Support . Notwithstanding any language to the contrary, UNFI agrees to assist WFM with [*CONFIDENTIAL*] audit requests pertaining to this Agreement [*CONFIDENTIAL*]. In addition, UNFI agrees to [*CONFIDENTIAL*].

Records and Documentation . UNFI will maintain books, records, reports and documentation relating to its performance of this Agreement including, but not limited to, [*CONFIDENTIAL*] for a period of time, but in any case, not less than three years. Upon 21 days written notice UNFI will provide WFM and its designees access to [*CONFIDENTIAL*] for inspection during UNFI&