Amended and Restated Loan and Security Agreement

Exhibit 10.1

as of January 31, 2006

United Natural Foods, Inc.

as Agent and Representative

of the Borrowers

260 Lake Road

Dayville, CT 06241

RE: Second Amendment to Amended and Restated Loan and Security Agreement

Ladies and Gentlemen:

Reference is made to the Amended and Restated Loan and Security Agreement dated as of April 30, 2004, as amended (“Loan Agreement”) among United Natural Foods, Inc. (“UNF”), United Natural Foods West, Inc. (f/k/a/ Mountain People’s Warehouse Incorporated) (“UNFW”), United Northeast LLC (“UNLLC”) and United Natural Trading Co. (“UNT” and together with UNF, UNFW and UNLLC, collectively, the “Borrowers”) each of the Lenders identified under the caption “Lenders” on the signature pages thereto and Bank of America, N.A. (as successor to Fleet Capital Corporation) as administrative and collateral agent for the Lenders (the “Agent”), Citizens Bank of Massachusetts (the “Syndication Agent”), U.S. Bank National Association (the “Documentation Agent”) and Fleet Capital Corporation (the “Arranger”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Background . Borrowers have requested that the Lenders agree to amend the Applicable Libor Margin and Applicable Base Rate Margin and the Lenders have agreed thereto, subject to the terms and conditions set forth herein.

a.            Effective on January 1, 2006, the definition of “ Applicable Base Rate Margin; Applicable LIBOR Margin ” in Appendix A to the Loan Agreement is deleted in its entirety and replaced with the following:

“ Applicable Base Rate Margin; Applicable LIBOR Margin – the Applicable LIBOR Margin and Applicable Base Rate Margin shall be as follows:

2.             Representations and Warranties . The Borrowers hereby represent and warrant as follows:

a.             Power, Authority, Etc. The Borrowers have the power and authority for the making and performing of this Second Amendment. This Second Amendment has been duly executed and delivered by or on behalf of the Borrowers pursuant to authority legally adequate therefor, and this Second Amendment is in full force and effect and is a legal, valid and binding obligation of the Borrowers enforceable in accordance with its terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws and equitable principles affecting the enforcement of creditors’ rights generally.

b.             Incorporation of Representations and Warranties . The representations and warranties of the Borrowers contained in the Loan Agreement, after giving effect to the amendments thereto contemplated hereby, and except for any changes resulting only from the passage of time which do not otherwise constitute a Default