Exhibit 10.1
SECOND AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment"), dated effective as of December 15, 2006, 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, as previously amended
pursuant to the terms of that certain First Amendment of Third Amend and
Restated Credit Agreement dated November 7, 2005, executed by and among the
Company, the Agent and the Banks (hereinafter referred to as the "Credit
Agreement"); and
WHEREAS, in connection with the Company's request to increase the aggregate
permitted amount of Letters of Credit under the Credit Agreement and to add
additional negative covenant exceptions to the Credit Agreement for cash secured
letters of credit issued for worker's compensation insurance coverage, 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:
GENERAL DEFINITIONS.
CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE
CREDIT AGREEMENT SHALL HAVE THE SAME MEANINGS WHEN USED HEREIN.
INCREASE OF LETTER OF CREDIT LIMIT. THE LETTER OF CREDIT SUBLIMIT AMOUNT SET
FORTH IN SECTION 2.4(A)(I) OF THE CREDIT AGREEMENT IS HEREBY INCREASED AS OF THE
FROM $50,000,000 TO $100,000,000.
ADDITIONAL NEGATIVE COVENANT EXCEPTIONS FOR WORKER'S COMPENSATION OBLIGATIONS.
(A)
A NEW SECTION 6.1(O) IS HEREBY ADDED TO THE CREDIT AGREEMENT TO
HEREAFTER BE AND READ IN ITS ENTIRETY AS FOLLOWS:
ANY OBLIGATION UNDER OR IN RESPECT OF OUTSTANDING LETTERS OF CREDIT (EXCLUDING
THE LETTERS OF CREDIT) OR OTHER WORKER'S COMPENSATION COVERAGE PAYMENT OR
REIMBURSEMENT OBLIGATIONS SECURED BY CASH OR CASH EQUIVALENTS CREATED FOR THE
ACCOUNT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS FISCAL SECURITY FOR, OR
OTHERWISE IN CONNECTION WITH, WORKER'S COMPENSATION COVERAGE SECURED FOR THE
COMPANY AND/OR ANY OF ITS SUBSIDIARIES (IT BEING AGREED THAT ANY LETTERS OF
CREDIT OR OTHER SUCH PAYMENT OR REIMBURSEMENT OBLIGATIONS ISSUED IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 6.1(O) SHALL NOT BE INCLUDED WITHIN LETTERS
OF CREDIT FOR PURPOSES OF DETERMINING COMPLIANCE WITH SECTION 6.1(K) HEREOF OR
INCLUDED WITHIN CONTINGENT OBLIGATIONS FOR PURPOSES OF DETERMINING COMPLIANCE
WITH SECTION 6.3 HEREOF).