First Amendment to the Third Amended and Restated Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated effective as of November 7, 2005, is made
and entered into by and among WHOLE FOODS MARKET, INC. (the “Company”), a Texas corporation, the banking institutions from time to time a party to the Credit Agreement (as hereinafter defined), as amended by this Amendment (each,
together with its successors and assigns, a “Bank” and collectively, the “Banks”), and JPMORGAN CHASE BANK, N.A., a national banking association formerly known as JPMorgan Chase Bank, as agent for the Banks (in such
capacity, together with its successors in such capacity, the “Agent”). 
 RECITALS: 
 WHEREAS, the Company, the Agent and certain Banks are parties to a Third Amended and Restated Credit Agreement dated as of October 1, 2004
(hereinafter referred to as the “Credit Agreement”); and 
 WHEREAS, in connection with the Company’s request to delete
the redemption, dividends and distributions negative covenant from the Credit Agreement, the Company, the Agent and the Banks have agreed, on the terms and conditions herein set forth, that the Credit Agreement be further amended in certain
respects. 
 AGREEMENTS: 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged and
confessed, the Company, the Agent and the Banks do hereby agree as follows: 
 Section 1. General Definitions. Capitalized
terms used herein which are defined in the Credit Agreement shall have the same meanings when used herein. 
 Section 2.
Deletion of Redemption, Dividends and Distributions Negative Covenant. Section 6.11 of the Credit Agreement is hereby deleted in its entirety from the Credit Agreement and shall no longer be of any force or effect. 
 Section 3. Representations and Warranties. The Company represents and warrants to the Agent and the Banks that the representations and
warranties contained in Section 4 of the Credit Agreement and in all of the other Loan Documents are true and correct in all material respects on and as of the effective date hereof as though made on and as of such effective date. The
Company hereby certifies that no event has occurred and is continuing which constitutes a Default or an Event of Default under the Credit Agreement or which, upon the giving of notice or the lapse of time, or both, would constitute a Default or an
Event of Default. Additionally, the Company hereby represents and warrants to the Agent and the Banks that the resolutions or authorizations of the Board of Directors (or other governing parties) of the Company and its Subsidiaries which are set out
in the following described Secretary’s Certificates or Authorizations remain in full force and effect as of the effective date hereof and have not been modified, amended, superseded or revoked: 
 That certain Secretary’s Certificate dated June 25, 1999, executed and delivered to the Agent by the Secretary of Whole Foods Market, Inc.; 
 That certain Secretary’s Certificate dated June 25, 1999, executed and delivered to the Agent by the Assistant Secretary of Mrs. Gooch’s Natural
Foods Market, Inc., The Sourdough: A European Bakery, Inc., WFM Beverage Corp., Whole Food Company, Inc., Whole Foods Market California, Inc., Whole Foods Market Services, Inc., Whole Foods Market Distribution, Inc., Whole Foods Market Southwest I,
Inc. (now known as Whole Foods Market Rocky Mountain/Southwest I, Inc.), Allegro Coffee Company, Whole Foods Market Group, Inc., Nature’s Heartland, Inc. and Whole Foods Market Southwest Investments, Inc.; 







 That certain Authorization dated June 28, 1999, executed and delivered to the Agent by the Members of Whole Foods
Market Brand 365, LLC; 
 That certain Secretary’s Certificate dated February 19, 2001, executed and delivered to the Agent by the Secretary of
Whole Foods Market IP, Inc. (now known as Whole Foods Market IP, L.P.); 
 That certain Secretary’s Certificate dated February 19, 2001, executed
and delivered to the Agent by the Secretary of Whole Foods Market Finance, Inc.; 
 That certain Secretary’s Certificate dated February 19, 2001,
executed and delivered to the Agent by the Secretary of Whole Foods Market Purchasing, Inc. (now known as Whole Foods Market Procurement, Inc.); 
 That
certain Secretary’s Certificate dated March 6, 2003, executed and delivered to the Agent by the Secretary of WFM IP Investments, Inc.; 
 That
certain Secretary’s Certificate dated March 6, 2003, executed and delivered to the Agent by the Secretary of WFM Gift Card, Inc.; 
 That certain
Secretary’s Certificate dated March 6, 2003, executed and delivered to the Agent by the Secretary of WFM IP Management, Inc.; 
 That certain LLC
Authorization dated March 6, 2003, executed and delivered to the Agent by the Sole Member of WFM Cobb Property Investments, LLC; 
 That certain
Officer’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of Whole Foods Market, Inc.; 
 That certain
Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of WFM Beverage Holding Company; 
 That
certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of WFM Nevada, Inc. (now known as WFM Southern Nevada, Inc.); 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of WFM Private Label, L.P.; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Assistant Secretary of WFM Procurement Investments, Inc.; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Assistant Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Assistant Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the Secretary of [CONFIDENTIAL]; 







 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the
Secretary of WFM Purchasing, L.P.; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent by the
Secretary of WFM Purchasing Management, Inc.; 
 That certain Secretary’s Certificate dated September 30, 2004, executed and delivered to the Agent
by the Secretary of WFM Select Fish, Inc.; 
 That certain Secretary’s Certificate dated April 11, 2005, executed and delivered to the Agent by the
Secretary of Whole Foods Market Pacific Northwest, Inc.; 
 That certain Secretary’s Certificate dated July 1, 2005, executed and delivered to the
Agent by the Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated July 1, 2005, executed and delivered to the Agent by the
Secretary of [CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated July 1, 2005, executed and delivered to the Agent by the Secretary of
[CONFIDENTIAL]; 
 That certain Secretary’s Certificate dated July 1, 2005, executed and delivered to the Agent by the Secretary of [CONFIDENTIAL];
and 
 That certain Secretary’s Certificate dated July 1, 2005, executed and delivered to the Agent by the Secretary of WFM Northern Nevada, Inc.

 Section 4. Limitations. The amendments set forth herein are limited precisely as written and shall not be deemed to
(a) be a consent to, or waiver or modification of, any other term or condition of the Credit Agreement or any of the other Loan Documents, or (b) except as expressly set forth herein, prejudice any right or rights which the Banks may now
have or may have in the future under or in connection with the Credit Agreement, the Loan Documents or any of the other documents referred to therein. Except as expressly modified hereby or by express written amendments thereof, the terms and
provisions of the Credit Agreement, the Notes and any other Loan Documents or any other documents or instruments executed in connection with any of the foregoing are and shall remain in full force and effect. In the event of a conflict between this
Amendment and any of the foregoing documents, the terms of this Amendment shall be controlling. 
 Section 5. Payment of
Expenses. The Company agrees, whether or not the transactions hereby contemplated shall be consummated, to reimburse and save the Agent and each of the Banks harmless from and against liability for the payment of all reasonable substantiated
out-of-pocket costs and expenses arising in connection with the preparation, execution, delivery, amendment, modification, waiver and enforcement of, or the preservation of any rights under this Amendment, including, without limitation, the
reasonable fees and expenses of counsel for the Agent and other charges which may be payable in respect of, or in respect of any modification of, the Credit Agreement and the Loan Documents. The provisions of this Section shall survive the
termination of the Credit Agreement and the repayment of the Loans. 
 Section 6. Descriptive Headings, etc. The
descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. 
 Section 7. Entire Agreement. This Amendment and the documents referred to herein represent the entire understanding of the parties
hereto regarding the subject matter hereof and supersede all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof, including, without limitation, any commitment letters regarding the
transactions contemplated by this Amendment. 
 Section 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts and all of such counterparts shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with the Company and the Agent. 







 Section 9. References to Credit Agreement. As used in the Credit Agreement (including
all Exhibits thereto) and all other Loan Documents, on and subsequent to the effective date hereof, the term “Agreement” shall mean the Credit Agreement, as amended by this Amendment. 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized offices as of the
date first above written. 
 NOTICE PURSUANT TO TEX. BUS. & COMM. CODE §26.02 
 THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED BY ANY OF THE PARTIES BEFORE OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE EXECUTION HEREOF TOGETHER CONSTITUTE A
WRITTEN CREDIT AGREEMENT AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. 
  

			
	 WHOLE FOODS MARKET, INC.
 a Texas corporation

		
	By:	 	  
		 	Glenda Flanagan
		 	Executive Vice President and Chief Financial Officer
	
	 Addresses for Notices:

	
	 Whole Foods Market, Inc.
 550 Bowie
Street
 Austin, Texas 78703
 Attention: Ms. Glenda
Flanagan











			
	 JPMORGAN CHASE BANK, N.A., individually and as Agent

		
	By:	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:

	
	 JPMorgan Chase Bank, N.A.
 700 Lavaca, 2nd Floor
 Post Office Box 550
 Austin, Texas 78789
 Attention: Manager/Commercial Lending Group

	
	 with copies to:

	
	 JPMorgan Chase Bank, N.A.
 Loan and Agency Services
 111 Fannin, 10th Floor
 Houston, Texas 77002
 Attention: Rese Comley

	
	 WELLS FARGO BANK,
 NATIONAL ASSOCIATION

		
	By:	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:

	
	 Wells Fargo Bank, National Association
 111 Congress, Suite 300
 Austin, Texas 78701
 Attention: Ms. Susan Coulter











			
	 WACHOVIA BANK, NATIONAL ASSOCIATION

		
	 By:
	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:

	
	 Wachovia Bank, National Association
 1339 Chestnut Street, PA 48
 Philadelphia, Pennsylvania 19107
 Attention: Ms. Beth Rue

	
	BANK OF AMERICA, N.A. (FORMERLY KNOWN AS FLEET NATIONAL BANK)
		
	 By:
	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:

	
	 Bank of America, N.A.
 901 Main Street, 64th Floor
 Dallas, Texas 75202
 Attention: Mr. Dan Killian











			
	LASALLE BANK NATIONAL ASSOCIATION (FORMERLY KNOWN AS STANDARD FEDERAL BANK, N.A.)
		
	 By:
	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:
 LaSalle Bank National Association
 40 Pearl Street NW
 P.O. Box 1707
 Grand Rapids, Michigan 49501
 Attention: Mr. Matthew R. Kline

	
	 US BANK, NATIONAL ASSOCIATION

		
	 By:
	 	  
	 Name:
	 	  
	 Title:
	 	  
	
	 Address for Notices:

	
	 US Bank
 One US Bank Plaza
 Mail Code: SL-MO-T12M
 St. Louis, Missouri 63101
 Attention: Mr. Gregory L. Dryden and
 Ms. Veronica Morrissette










 The undersigned Guarantors (a) acknowledge and consent to the execution of the foregoing Amendment,
(b) confirm that the Guaranties previously executed or joined in by each of the undersigned Guarantors apply and shall continue to apply to all Indebtedness evidenced by or arising pursuant to the Credit Agreement or any other Loan Documents,
notwithstanding the execution and delivery of this Amendment by the Company, the Agent and each of the Banks, and (c) acknowledge that without this consent and confirmation, the Banks and the Agent would not agree to the modifications of the
Credit Agreement which are evidenced by the foregoing Amendment. 
  

			
	 WHOLE FOODS MARKET SERVICES, INC.,
 a
Delaware corporation
 WHOLE FOODS MARKET DISTRIBUTION, INC.,
 a
Delaware corporation
 WFM GIFT CARD, INC.,
 a Nevada
corporation
 WFM SELECT FISH, INC.,
 a Delaware
corporation
 WHOLE FOODS MARKET FINANCE, INC.,
 a Delaware
corporation
 WHOLE FOODS MARKET PROCUREMENT, INC.,
 a Delaware
corporation (formerly known as Whole Foods
 Market Purchasing, Inc.)
 WFM PRIVATE LABEL MANAGEMENT, INC.
 a Delaware corporation
 [CONFIDENTIAL]

		
	By:	 	  
		 	 Glenda Flanagan , President

	
	 THE SOURDOUGH: A EUROPEAN BAKERY, INC.
 a Texas corporation
 WFM IP MANAGEMENT, INC.,
 a
Delaware corporation

		
	 By:
	 	  
		 	 Glenda Flanagan , Vice President

	
	 WFM BEVERAGE HOLDING COMPANY, a Texas corporation
 WFM BEVERAGE CORP., a Texas corporation
 WHOLE FOODS MARKET GROUP, INC.,
 a Delaware corporation
 NATURE’S HEARTLAND, INC.,
 a Massachusetts corporation
 WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST I,
INC.,
 a Delaware corporation

		
	 By:
	 	  
		 	 Roberta Lang, President










			
	 WHOLE FOODS MARKET CALIFORNIA, INC.,
 a California corporation
 MRS. GOOCH’S NATURAL FOOD MARKETS, INC.,
 a California corporation
 WHOLE FOODS MARKET PACIFIC NORTHWEST, INC.,
 a Delaware corporation
 WFM NORTHERN NEVADA, INC. ,
 a Delaware corporation
 ALLEGRO COFFEE COMPANY, a Colorado
corporation
 WHOLE FOOD COMPANY, INC., a Louisiana corporation

		
	By:	 	  
		 	 Roberta Lang, Vice President










					
	 WHOLE FOODS MARKET SOUTHWEST INVESTMENTS, INC.,
 a Delaware corporation
 WFM IP INVESTMENTS, INC.,
 a Delaware corporation
 WFM PROCUREMENT INVESTMENTS, INC.,
 a Delaware corporation
 [CONFIDENTIAL]
 [CONFIDENTIAL]

		
	 By:
	 	  
		 	 Patrick Bradley, President

	
	 WFM SOUTHERN NEVADA, INC.
 a Delaware corporation

		
	 By:
	 	  
		 	 Patrick Bradley, Vice President

	
	 WFM COBB PROPERTY INVESTMENTS, LLC,
 a Delaware limited liability company

		
	 By:
	 	 Whole Foods Market Group, Inc.
 a Delaware corporation, its sole Member

			
		 	 By:
	 	  
		 		 	 Roberta Lang, President

	
	 WHOLE FOODS MARKET BRAND 365, LLC,
 a California limited liability company

		
	 By:
	 	 Whole Foods Market Services, Inc.,
 a Delaware corporation, its sole Member

			
		 	 By:
	 	  
		 		 	 Glenda Flanagan , President

	
	WHOLE FOODS MARKET ROCKY MOUNTAIN/SOUTHWEST, L.P., a Texas limited partnership
		
	 By:
	 	 Whole Foods Market Rocky Mountain/Southwest I, Inc.,
 a Delaware corporation, its General Partner

			
		 	 By:
	 	  
		 		 	 Roberta Lang, President










					
	 WHOLE FOODS MARKET IP, L.P.,
 a Delaware limited partnership

		
	By:	 	 WFM IP Management, Inc.,
 a Delaware corporation, its General Partner

			
		 	By:	 	  
		 		 	 Glenda Flanagan , Vice President

	
	 WFM PRIVATE LABEL, L.P.,
 a Delaware limited partnership

			
		 	 By:
	 	 [CONFIDENTIAL], its General Partner

			
		 	 By:
	 	  
		 		 	 Glenda Flanagan , President

	
	 [CONFIDENTIAL]

			
		 	 By:
	 	 [CONFIDENTIAL]

			
		 	 By:
	 	  
		 		 	 Glenda Flanagan , President

	
	 WFM PURCHASING, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 WFM Purchasing Management, Inc.,
 a Delaware corporation, its General Partner

			
		 	 By:
	 	  
		 		 	 Glenda Flanagan , President