0001104659-15-083021 Sample Contracts

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”).

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WHOLE FOODS MARKET, INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • December 4th, 2015 • Whole Foods Market Inc • Retail-grocery stores • New York

INDENTURE, dated as of December 3, 2015, between Whole Foods Market, Inc., a Texas corporation (the “Company”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

WHOLE FOODS MARKET, INC., as Issuer EACH OF THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee
First Supplemental Indenture • December 4th, 2015 • Whole Foods Market Inc • Retail-grocery stores • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 3, 2015 (this “First Supplemental Indenture”), between WHOLE FOODS MARKET, INC., a Texas corporation (the “Company”), the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”), to the Indenture, dated as of December 3, 2015 (the “Base Indenture” and, as supplemented by this First Supplemental Indenture, the “Indenture”), by and between the Company and the Trustee.

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