FIRST AMENDMENT OF REVOLVING CREDIT AGREEMENT

Exhibit 10.1

(Portions of this Agreement have been omitted pursuant to a request for Confidential Treatment filed with the Securities and Exchange Commission.)

FIRST AMENDMENT OF REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT OF REVOLVING CREDIT AGREEMENT (“Amendment”), dated effective as of June 2, 2008, is made and entered into by and among WHOLE FOODS MARKET, INC. (the “Company”), a Texas corporation, the lenders which are now or hereafter parties thereto (each, together with its successors and assigns, a “Lender” and collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., a national banking association formerly known as JPMorgan Chase Bank, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”).

RECITALS:

WHEREAS, the Company, the Agent and the Lenders are parties to a Revolving Credit Agreement dated as of August 28, 2007 (hereinafter referred to as the “Credit Agreement”); and

WHEREAS, in connection with the Company’s request to increase the Aggregate Commitment and to amend the Credit Agreement to permit Investments by the Company and its Subsidiaries in Persons other than Subsidiaries of the Company, the Agent, the Lenders and the Company have agreed, on the terms and conditions herein set forth, that the Credit Agreement be 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 Lenders 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.     Amendment of Applicable Commitment Fee Percentage and Applicable Margin Definitions.  The definitions of in Section 1.1  of the Credit Agreement are hereby amended and restated in their entirety to hereafter be and read as follows:

“Applicable Commitment Fee Percentage” shall mean with respect to any Loan on 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:

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Xxxxx’x and S&P		Percentage  (Per Annum)
BBB+ or Baa1		0.115	%
BBB or Baa2		0.15	%
BBB- and Baa3		0.175	%
BBB- or Baa3		0.20	%
BB+ and Ba1		0.225	%
BB+ or Ba1		0.25	%
BB and Ba2		0.275	%
BB or Ba2		0.325	%
Otherwise		0.375	%

For purposes of determining the Applicable Commitment Fee Percentage 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.

“Applicable Margin” shall mean with respect to any Loan on 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:

Xxxxx’x 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	%

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Xxxxx’x 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 August 28, 2007, executed and delivered to the Agent by the Secretary or Assistant Secretary of each of the Subsidiaries of the Company executing the Joinder of Guarantor Subsidiaries which is set forth below in this Amendment.

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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 Lenders 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 Lenders 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.

Section 10.    Jurisdiction; Governing Law; Etc.

(a)               Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment or any

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of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the fullest extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Amendment shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Amendment or any of the other Loan Documents in the courts of any jurisdiction.

(b)           EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY NEW YORK STATE OR FEDERAL COURT.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c)           THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(d)           EACH OF THE COMPANY, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE LOANS OR THE ACTIONS OF THE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

[Remainder of page left intentionally blank]

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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.

WHOLE FOODS MARKET, INC.

a Texas corporation, as Borrower

By:

Xxxxxx Xxxxxxxxxxx

Executive Vice President

JPMORGAN CHASE BANK, N.A.,

as Agent and as a Lender

By:

Name:

Title:

ROYAL BANK OF CANADA,

as a Lender

By:

Name:

Title:

XXXXX FARGO BANK, N.A,

as a Lender

By:

Name:

Title:

LASALLE BANK MIDWEST NATIONAL

ASSOCIATION, as a Lender

By:

Name:

Title:

WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Lender

By:

Name:

Title:

FORTIS CAPITAL,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

US BANK, N.A.,

as a Lender

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as a Lender

By:

Name:

Title:

JOINDER OF GUARANTOR SUBSIDIARIES

The undersigned Guarantors (a) acknowledge and consent to the execution of the foregoing Amendment, (b) confirm that the Guaranties and Security Agreements, if any, 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 Lenders, 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.

[*CONFIDENTIAL*]

WFM GIFT CARD, LLC,

a Virginia limited liability company

[*CONFIDENTIAL*]

WFM PROPERTIES SCOTTSDALE, LLC,

a Delaware limited liability company

WFM PURCHASING MANAGEMENT, INC.,

a Delaware corporation

WFM SELECT FISH, INC.,

a Delaware corporation

WHOLE FOODS MARKET BRAND 365, LLC,

a California limited liability company

WHOLE FOODS MARKET FINANCE, INC.,

a Delaware corporation

WHOLE FOODS MARKET PROCUREMENT, INC.,

a Delaware corporation

WHOLE FOODS MARKET SERVICES, INC.,

a Delaware corporation

By:

Xxxxxx Xxxxxxxxxxx, President

ALLEGRO COFFEE COMPANY,

a Colorado corporation

THE SOURDOUGH, A EUROPEAN BAKERY, INC.,

a Texas corporation

By:

Xxxxxx Xxxxxxxxxxx, Vice President

[*CONFIDENTIAL*]

By:

Xxxxxx Xxxxxxxxxxx, President

		WFM PRIVATE LABEL, L.P.,
		a Delaware limited partnership
		By:	WFM Private Label Management, Inc., a Delaware
			corporation, General Partner
			By:
				Xxxxxx Xxxxxxxxxxx, President

		WFM PURCHASING, L.P.,
		a Delaware limited partnership
		By:	WFM Purchasing Management, Inc., a Delaware
			corporation, General Partner
			By:
				Xxxxxx Xxxxxxxxxxx, President

NATURE’S HEARTLAND, INC.,

a Massachusetts corporation

WFM BEVERAGE CORP.,

a Texas corporation

WFM BEVERAGE HOLDING COMPANY,

a Texas corporation

WFM IP MANAGEMENT, INC.,

a Delaware corporation

WHOLE FOODS MARKET GROUP, INC.,

a Delaware corporation

WHOLE FOODS MARKET ROCKY MOUNTAIN/

SOUTHWEST I, INC., a Delaware corporation

By:

Xxxxxxx Xxxx, President

XXX. XXXXX’X NATURAL FOOD MARKETS, INC.,

a California corporation

WFM HAWAII, INC.,

a Hawaii corporation

[*CONFIDENTIAL*]

WFM NORTHERN NEVADA, INC.,

a Delaware corporation

WHOLE FOOD COMPANY,

a Louisiana corporation

WHOLE FOODS MARKET CALIFORNIA, INC.,

a California corporation

WHOLE FOODS MARKET PACIFIC NORTHWEST, INC., a

Delaware corporation

By:

Xxxxxxx Xxxx, Vice President

		WHOLE FOODS MARKET IP, L.P.,
		a Delaware limited partnership
		By:		WFM IP Management, Inc., a Delaware corporation, General Partner
		By:
				Xxxxxxx Xxxx, President

		WFM XXXX PROPERTY INVESTMENTS, LLC,
		a Delaware limited liability company
		By:	WHOLE FOODS MARKET GROUP, INC., a
			Delaware corporation, sole Member
			By:
				Xxxxxxx Xxxx, President

		WHOLE FOODS MARKET ROCKY MOUNTAIN/
		SOUTHWEST, L.P., a Texas corporation
		By:	WHOLE FOODS MARKET ROCKY
			MOUNTAIN/SOUTHWEST I, INC., a Delaware
			corporation, General Partner
			By:
				Xxxxxxx Xxxx, President

WHOLE FOODS MARKET DISTRIBUTION, INC.,
a Delaware corporation

By:

Xxx Xxxxxxxxx, President

WFM IP INVESTMENTS, INC.,

a Delaware corporation

WFM PROCUREMENT INVESTMENTS, INC.,

a Delaware corporation

[*CONFIDENTIAL*]

WHOLE FOODS MARKET SOUTHWEST INVESTMENTS,
INC.,

a Delaware corporation

By:

Xxxxxxx Xxxxxxx, President

WFM SOUTHERN NEVADA, INC.,

a Delaware corporation

By:

Xxxxxxx Xxxxxxx, Vice President

WILD OATS MARKETS, INC., a Delaware corporation

By:

Xxxxxxx Xxxx,              President

WILD OATS MARKETS CANADA, INC., a British Columbia

corporation

By:

Xxxxxxx Xxxx,              President

WILD OATS FINANCIAL, INC., a Nevada corporation

By:

Xxxxxxx Xxxx,              President

WILD MARKS, INC., a Nevada corporation

By:

Xxxxxxx Xxxx,              President

SPARKY, INC., a Nevada corporation

By:

Xxxxxxx Xxxx,              President

WILD OATS OF MASSACHUSETTS, INC., a Massachusetts
corporation

By:

Xxxxxxx Xxxx,              President