any date of
determination, the applicable rate per annum for the corresponding rating of the
Company's corporate family ratings, and determined in accordance with the
following grid:
Moody's and S&P
LIBOR Margin
(Per Annum)
ABR Margin
(Per Annum)
BBB+ or Baa1
0.50
%
0.00
%
BBB or Baa2
0.625
%
0.00
%
BBB- and Baa3
0.75
%
0.00
%
BBB- or Baa3
1.00
%
0.00
%
BB+ and Ba1
1.125
%
0.125
%
2
Moody's and S&P
LIBOR Margin
(Per Annum)
ABR Margin
(Per Annum)
BB+ or Ba1
1.375
%
0.375
%
BB and Ba2
1.50
%
0.50
%
BB or Ba2
1.625
%
0.625
%
Otherwise
1.875
%
0.875
%
For purposes of determining the Applicable Margin in the case of split ratings,
where applicable, (i) in the event of a single category split in ratings, the
higher of the two ratings shall apply, (ii) in the event of a two-category split
in ratings, the rating that is in the middle of the two ratings shall apply and
(iii) in the event that there is more than a two-category split in ratings, the
rating that is one category above the lower rating will apply.
SECTION 3.
MODIFICATION OF INVESTMENT LIMITATION.
SECTION 6.7(G) OF THE
CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO HEREAFTER BE
AND READ AS FOLLOWS:
(G)
SO LONG AS NO DEFAULT HAS OCCURRED AND IS THEN CONTINUING OR WOULD
RESULT THEREFROM, INVESTMENTS IN (INCLUDING, WITHOUT LIMITATION, LOANS TO) ANY
PERSON WHICH IS NOT A SUBSIDIARY OF THE COMPANY OR OF ANY OF THE COMPANY'S
SUBSIDIARIES, PROVIDED, THAT THE AGGREGATE FACE AMOUNT OF ALL OF SUCH
INVESTMENTS DOES NOT EXCEED AT ANY TIME FIVE PERCENT (5%) OF CONSOLIDATED NET
WORTH.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
THE COMPANY REPRESENTS AND
WARRANTS TO THE AGENT AND THE LENDERS 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 LENDERS 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:
(A)
THAT CERTAIN SECRETARY'S CERTIFICATE DATED ON OR ABOUT AUGUST 28,
2007, EXECUTED AND DELIVERED TO THE AGENT BY THE SECRETARY OF WHOLE FOODS
MARKET, INC.; AND
(B)
THOSE CERTAIN SECRETARY'S CERTIFICATES DATED ON OR AFTER