Whole Foods Market Inc Sample Contracts

Exhibit 10.8 SECOND AMENDED AND RESTATED CREDIT AGREEMENT ($160,000,000 Revolving Credit Facility)
Credit Agreement • December 22nd, 2000 • Whole Foods Market Inc • Retail-grocery stores • Texas
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268,507,000 ZERO COUPON CONVERTIBLE SUBORDINATED DEBENTURES DUE 2018 INDENTURE
Indenture • April 30th, 1998 • Whole Foods Market Inc • Retail-grocery stores • Texas
RECITALS:
Credit Agreement • December 23rd, 1998 • Whole Foods Market Inc • Retail-grocery stores
CREDIT AGREEMENT dated as of
Credit Agreement • February 26th, 2016 • Whole Foods Market Inc • Retail-grocery stores • New York

CREDIT AGREEMENT (this “Agreement”) dated as of November 2, 2015 among WHOLE FOODS MARKET, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 4th, 2015 • Whole Foods Market Inc • Retail-grocery stores • New York

This REGISTRATION RIGHTS AGREEMENT dated December 3, 2015 (this “Agreement”) is entered into by and among Whole Foods Market, Inc., a Texas corporation (the “Company”), the guarantors listed in Schedule 2 hereto (the “Initial Guarantors”), and the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 30th, 1998 • Whole Foods Market Inc • Retail-grocery stores • New York
AGREEMENT AND PLAN OF MERGER by and among AMAZON.COM, INC., WALNUT MERGER SUB, INC. and WHOLE FOODS MARKET, INC. Dated as of June 15, 2017
Merger Agreement • June 16th, 2017 • Whole Foods Market Inc • Retail-grocery stores • Texas

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of June 15, 2017, is by and among Amazon.com, Inc., a Delaware corporation ("Parent"), Walnut Merger Sub, Inc., a Texas corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and Whole Foods Market, Inc., a Texas corporation (the "Company," with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations").

WHOLE FOODS MARKET, INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • September 9th, 2016 • Whole Foods Market Inc • Retail-grocery stores • New York

AMENDED AND RESTATED INDENTURE, dated as of September 8, 2016, between Whole Foods Market, Inc., a Texas corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
Indemnification & Liability • February 29th, 2008 • Whole Foods Market Inc • Retail-grocery stores • Texas

THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (this “Agreement”) is made as of , by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and (“Indemnitee”).

WHOLE FOODS MARKET 2009 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT FOR U.S. WFLN AND DIRECTORS
Non-Qualified Stock Option Agreement • May 13th, 2016 • Whole Foods Market Inc • Retail-grocery stores

The Board of Directors of Whole Foods Market, Inc. (the “Company”), acting pursuant to the direction of the Compensation Committee (the “Committee”), in its capacity as the plan administrator of the Whole Foods Market 2009 Stock Incentive Plan (the “Plan”), hereby grants to the Participant (the “Option Holder”) a non-qualified stock option to purchase common stock, no par value (“Common Stock”), of the Company upon the terms and conditions of the Plan and the following additional terms and conditions:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 2nd, 2008 • Whole Foods Market Inc • Retail-grocery stores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2008, by and among Whole Foods Markets, Inc., a Texas corporation (the “Company”), and Green Equity Investors V, L.P., a Delaware limited partnership (“GEI”), and Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEIS”), and Thyme Coinvest, LLC, a Delaware limited liability company (“Coinvest”, and together with GEI and GEIS, the “Purchasers”).

JOINT FILING AGREEMENT
Joint Filing Agreement • January 8th, 2009 • Whole Foods Market Inc • Retail-grocery stores

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, no pare value, of Whole Foods Market, Inc., a Texas corporation, and that this agreement may be included as an exhibit to such joint filing.

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AGREEMENT
Stock Option Agreement • February 22nd, 2013 • Whole Foods Market Inc • Retail-grocery stores • Texas

This Agreement dated as of February 21, 2013 (this “Agreement”) is made and entered into by and between Whole Foods Market, Inc., a Texas corporation (the “Company”), and Walter Robb (the “Employee”).

Contract
Agreement for Distribution of Products • August 13th, 2010 • Whole Foods Market Inc • Retail-grocery stores

* A request for confidential treatment has been made with respect to portions of the following documents that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the Securities and Exchange Commission.

AGREEMENT FOR DISTRIBUTION OF PRODUCTS
Distribution Agreement • March 2nd, 2005 • Whole Foods Market Inc • Retail-grocery stores • Illinois

This Agreement for Distribution of Products is entered into to be effective as of January 1, 2005 (the “Effective Date”), by and between Whole Foods Market Distribution, Inc., a Delaware corporation having an address at 550 Bowie Street, Austin, Texas 78703 (“WFM”) and United Natural Foods, Inc. and its subsidiaries and affiliates having an address at 260 Lake Road, Dayville, Connecticut 06241 (collectively “UNFI”).

WHOLE FOODS MARKET
Restricted Share Award Agreement • February 27th, 2015 • Whole Foods Market Inc • Retail-grocery stores • Texas
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2006 • Whole Foods Market Inc • Retail-grocery stores

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”).

Amendment to the Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement
Whole Foods Executive Retention Plan and Non-Compete Arrangement Agreement • November 2nd, 2016 • Whole Foods Market Inc • Retail-grocery stores • Texas

This Amendment (this “Amendment”) is made and entered into as of November 2, 2016, by and between Whole Foods Market Services, Inc., a Delaware corporation (the “Employer”), and Walter E. Robb, IV (the “Covered Executive”).

Contract
Second Amendment to the Agreement for Distribution of Products • February 25th, 2011 • Whole Foods Market Inc • Retail-grocery stores

A request for confidential treatment has been made with respect to portions of the following document that are marked with [*CONFIDENTIAL*]. The redacted portions have been filed separately with the SEC.

700 MILLION TERM LOAN AGREEMENT made and entered into as of August 28, 2007 by and among WHOLE FOODS MARKET, INC., a Texas corporation, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY...
Term Loan Agreement • May 22nd, 2009 • Whole Foods Market Inc • Retail-grocery stores • New York

TERM LOAN AGREEMENT (this “Agreement”) dated as of August 28, 2007 among WHOLE FOODS MARKET, INC., a Texas corporation (the “Company”), Royal Bank of Canada (“Royal Bank”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Agent”) for the lenders from time to time parties hereto (the “Lenders”), JPMorgan Chase Bank, N.A., as syndication agent and collateral agent together with any successor collateral agent appointed pursuant to Security Agreement A or Security Agreement B, as applicable (the “Collateral Agent”), Wells Fargo Bank, N A, Wachovia Bank, N.A. and LaSalle Bank Midwest, N.A. as co-documentation agents and RBC Capital Markets and J. P. Morgan Securities Inc., as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”).

WHOLE FOODS MARKET, INC. SECURITIES PURCHASE AGREEMENT November 5, 2008
Securities Purchase Agreement • December 2nd, 2008 • Whole Foods Market Inc • Retail-grocery stores • New York

This Securities Purchase Agreement (this “Agreement”) is made as of the 5th day of November, 2008, among WHOLE FOODS MARKET, INC., a Texas corporation (the “Company”), and GREEN EQUITY INVESTORS V, L.P., a Delaware limited partnership, and GREEN EQUITY INVESTORS SIDE V, L.P., a Delaware limited partnership (each, an “Investor” and, collectively, the “Investors”; the Investors together with any assignee or transferee of the Series A Preferred Stock (as defined below) in accordance with the terms hereof, the “Holders”).

July 5, 2017 Keith Manbeck c/o Whole Foods Market, Inc.
Change of Control Agreement • July 5th, 2017 • Whole Foods Market Inc • Retail-grocery stores
AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • November 18th, 2016 • Whole Foods Market Inc • Retail-grocery stores

THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2016 (the “Amendment No. 3 Effective Date”), is entered into by and among Whole Foods Market, Inc., as the Borrower, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, Issuing Bank and Swingline Lender. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below.

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 23rd, 2007 • Whole Foods Market Inc • Retail-grocery stores

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”).

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