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or Authorizations remain in full force and effect as of the effective date hereof and have not been modified, amended, superseded or revoked: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.

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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.

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*]

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

MRS. GOOCH’S 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

WFM IP INVESTMENTS, INC.,

a Delaware corporation

WFM PROCUREMENT INVESTMENTS, INC.,

a Delaware corporation

[*CONFIDENTIAL*]

WHOLE FOODS MARKET SOUTHWEST INVESTMENTS,
INC.,

a Delaware corporation