WILD OATS MARKETS INC
EXHIBIT 10.1  FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>s746583.txt
<DESCRIPTION>EXHIBIT 10.1  FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                                                               EXECUTION VERSION

                              FIRST AMENDMENT TO
                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of May 21, 2004, is entered into by and among:

                  (1) WILD OATS MARKETS, INC., a Delaware corporation (the
         "Borrower");

                  (2) Each of the financial institutions listed in Schedule I
         to the Credit Agreement referred to in Recital A below (collectively,
         the "Lenders") constituting Required Lenders; and

                  (3) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
         banking association ("WFB"), as the administrative agent for the
         Lenders (in such capacity, the "Administrative Agent").

                                   RECITALS

         A. The Borrower, the Lenders, the Administrative Agent and WFB in its
capacity as L/C Issuer and Swing Line Lender are parties to that certain
Second Amended and Restated Credit Agreement, dated as of February 26, 2003
(the "Credit Agreement").

         B. The Borrower has requested that the Lenders constituting Required
Lenders and the Administrative Agent amend the Credit Agreement in certain
respects.

         C. The Lenders executing this Amendment and the Administrative Agent
are willing to so amend the Credit Agreement upon the terms and subject to the
conditions set forth below.

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower, the Lenders executing this Amendment and the
Administrative Agent hereby agree as follows:

         1. Definitions, Interpretation. All capitalized terms defined above
and elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have
the respective meanings given to those terms in the Credit Agreement, as
amended by this Amendment. The rules of construction set forth in Article I of
the Credit Agreement shall, to the extent not inconsistent with the terms of
this Amendment, apply to this Amendment and are hereby incorporated by
reference.

         2. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions set forth in paragraph 4 below, the Credit Agreement is hereby
amended as follows:

                  (a) Section 1.01 is hereby amended by adding in appropriate
         alphabetical order a new definition of the terms "Convertible Senior
         Debentures" to read in its entirety as follows:

                           "Convertible Senior Debentures" shall mean,
                  collectively, those certain unsecured Convertible Senior
                  Debentures due 2034, to be issued from time to time by the
                  Borrower after May 24, 2004 on substantially the terms and
                  conditions as set forth in that certain Preliminary Offering
                  Memorandum, dated as of May 24, 2004.

                  (b) Section 1.01 is hereby further amended by changing the
         definitions of the terms "Distributions", "Disqualified Stock",
         Equity Securities", and "Pricing Grid" to read in their entirety as
         follows:

                           "Distributions" shall mean dividends (in cash,
                  property or obligations) on, or other payments or
                  distributions on account of, or the setting apart of money
                  for a sinking or other analogous fund for, or the purchase,
                  redemption, retirement or other acquisition of, any shares
                  of any class of stock of any Loan Party or of any warrants,
                  options or other rights to acquire the same (or to make any
                  payments to any Person, such as "phantom stock" payments,
                  where the amount is calculated with reference to the fair
                  market or equity value of any Loan Party), but excluding (i)
                  dividends payable solely in shares of common stock of any
                  Loan Party and (ii) payments in respect of any Convertible
                  Senior Debentures.

                           "Disqualified Stock" shall mean any capital stock,
                  warrants, options or other rights to acquire capital stock
                  (but excluding any debt security which is convertible, or
                  exchangeable, for capital stock (including, without
                  limitation, the Convertible Senior Debentures)), which, by
                  its terms (or by the terms of any security into which it is
                  convertible or for which it is exchangeable), or upon the
                  happening of any event, matures or is mandatorily
                  redeemable, pursuant to a sinking fund obligation or
                  otherwise, or is redeemable at the option of the holder
                  thereof, in whole or in part, on or prior to the Maturity
                  Date.

                           "Equity Securities" of any Person shall mean (a)
                  any common stock, preferred stock, participations, shares,
                  partnership interests, limited liability company interests
                  or other equity interests in and of such Person (regardless
                  of how designated and whether or not voting or non-voting)
                  and (b) any warrants, options or other rights to acquire any
                  of the foregoing; provided, however, that for purposes of
                  this Agreement and the other Credit Documents, "Equity
                  Securities" shall not include the obligations of the
                  Borrower evidenced by the Convertible Senior Debentures
                  until such time (if any) when any such Convertible Senior
                  Debentures have been converted into Equity Securities in
                  accordance with the terms thereof.


<TABLE>
<CAPTION>

                            "Pricing Grid" shall mean:

----------------------------------------------------------------------------------------
                                     Pricing Grid
                   (rates are expressed in basis points per annum)
----------------------------------------------------------------------------------------
      Leverage Ratio    Applicable     Applicable      Commitment     Letter of Credit
                        Margin for     Margin for
                        LIBOR Loans     Base Rate
Tier                       (bps)       Loans (bps)     Fee (bps)         Fee (bps)
---- ----------------- -------------- -------------- --------------- -------------------

<S>   <C>                  <C>                 <C>        <C>              <C>
 1        < 2.75           125.0                0.0       25.0             100.0

 2    > 2.75 < 3.00        150.0               25.0       25.0             100.0
      -
 3    > 3.00 < 3.25        175.0               50.0       37.5             110.0
      -
 4    > 3.25 < 3.50        200.0               75.0       37.5             110.0
      -
 5    > 3.50 < 4.00        225.0              100.0       50.0             115.0
      -
 6        > 4.00           250.0              100.0       50.0             115.0
          -
---- ----------------- -------------- -------------- --------------- -------------------
</TABLE>


                           Any increase or decrease in the Applicable Margin
                  resulting from a change in the Leverage Ratio shall become
                  effective as of the fifth (5th) day following the final day
                  by which a Compliance Certificate is required to be
                  delivered pursuant to Section 5.01(a) (regardless of when
                  actually delivered); provided, however, that if the Borrower
                  fails to deliver a Compliance Certificate for a Fiscal
                  Quarter when due in accordance with such Section, then Tier
                  6 shall apply as of the fifth (5th) day following such
                  failure. The Applicable Margin in effect from the Closing
                  Date until the first day of the Fiscal Quarter following the
                  Borrower's delivery of its Compliance Certificate for the
                  first Fiscal Quarter period subsequent to the Closing Date
                  shall be determined based upon Tier 6.

                  (c)      Section 4.01(l) is hereby amended by changing clause
        (i) thereof to read in its entirety as follows:


                           (i) All outstanding Equity Securities of the Loan
                  Parties are duly authorized, validly issued, fully paid and
                  non-assessable. Except as issued under (i) the Wild Oats
                  Markets, Inc. 1996 Equity Incentive Plan, (ii) the Wild Oats
                  Markets, Inc. 2001 Non-officer/Non-director Stock Option
                  Plan, (iii) the Wild Oats Employee Stock Purchase Plan, (iv)
                  the Bruce Bowman Equity Incentive Plan, (v) the Edward
                  Dunlap Equity Incentive Plan, (vi) the Stephen Kaczynski
                  Equity Incentive Plan, (vii) the Terry Maloy Equity
                  Incentive Plan, (viii) the David Clark Equity Incentive
                  Plan, (ix) the Gary Rawlings Equity Incentive Plan, (x)
                  other board of directors approved equity incentive plans
                  granted to other key employees from time to time, and (xi)
                  any other convertible securities issued by the Borrower
                  otherwise permitted pursuant to this Agreement, there are no
                  outstanding subscriptions, options, conversion rights,
                  warrants or other agreements or commitments of any nature
                  whatsoever (firm or conditional) obligating the Loan Parties
                  to issue, deliver or sell, or cause to be issued, delivered
                  or sold, any additional Equity Securities of the Loan
                  Parties, or obligating the Loan Parties to grant, extend or
                  enter into any such agreement or commitment. All Equity
                  Securities of the Loan Parties have been offered and sold in
                  compliance with all federal and state securities laws and
                  all other Requirements of Law, except where any failure to
                  comply is not reasonably likely to have a Material Adverse
                  Effect.

                  (d)      Section 4.01(l) is hereby further amended by adding
        thereto a new clause (ii) to read in its entirety as follows:

                           (ii) The Convertible Senior Debentures have been
                  duly authorized and when sold will be validly issued. The
                  Convertible Senior Debentures will be offered and sold in
                  compliance with all federal and state securities laws and
                  all other Requirements of Law, except where any failure to
                  comply is not reasonably likely to have a Material Adverse
                  Effect.

                  (e) Section 4.01(n) is hereby amended by adding to Schedule
         4.01(n) thereto the language set forth on Attachment A hereto.

                  (f) Section 5.02(a) is hereby amended by (i) deleting the
         word "and" appearing at the end of clause (xv), (ii) renumbering
         clause (xvi) thereof as clause (xvii), and (iii) adding a new clauses
         (xvi) between clauses (xv) and (xvii) to read in its entirety as
         follows:

                           (xvi) Indebtedness evidenced by the Convertible
                  Senior Debentures in an aggregate principal amount not
                  exceeding $115,000,000 at any one time outstanding, which
                  Indebtedness shall rank pari passu as to payment with the
                  Obligations; and

                  (g)      Section 5.02(c) is hereby amended by changing clause
        (ii) thereof to read in its entirety as follows:

                           (ii) Sales of assets (and/or sales of all of the
                  Equity Securities of Subsidiaries holding such assets) in
                  connection with the assignment or subleasing of leasehold
                  interests or the closures and sale of any Store or group of
                  Stores, provided that the total fair market value of such
                  assets (and/or Equity Securities) does not exceed
                  $[CONFIDENTIAL](1) in any Fiscal Year;

                  (h)      Section 5.02(d) is hereby amended by changing clause
        (iv)(B) thereof to read in its entirety as follows:

                           (B) The aggregate consideration paid by the Loan
                  Parties for all such Acquisitions (including consideration
                  consisting of the Equity Securities of the Borrower or its
                  Subsidiaries or of Net Cash Issuance Proceeds) paid in any
                  Fiscal Year does not exceed $[CONFIDENTIAL](2); and

----------
(1)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(2)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.

                  (i) Section 5.02(f) is hereby amended by (i) deleting the
         word "and" appearing at the end of clause (iv), adding an "and" at
         the end of clause (v), and (iii) adding a new clause (vi) immediately
         after clause (v) to read in its entirety as follows:

                           (vi) In addition to the foregoing, the Borrower may
                  purchase shares of its capital stock from any shareholder
                  (including Perry D. Odak) and/or any of the Convertible
                  Senior Debentures with cash in an aggregate amount not to
                  exceed twenty five percent (25%) of the aggregate gross
                  proceeds obtained as of the date of such purchase or
                  repurchase through the issuance of the Convertible Senior
                  Debentures, provided that after giving effect to the making
                  of each such purchase or repurchase, the Borrower is in
                  compliance with Section 5.03(c) and no Default has occurred
                  and is continuing on the date of, or would result after
                  giving effect to, any such purchase or repurchase;

                  (j) Section 5.02(f) is hereby further amended by changing
         the proviso appearing at the end thereof to read in its entirety as
         follows:

                  provided, that in no event shall the aggregate amount of
                  Distributions made by the Borrower pursuant to clauses (ii),
                  (iii), (iv) and (v) above during any Fiscal Year of the
                  Borrower exceed the Net Income of the Loan Parties for the
                  most recently ended Fiscal Year of the Borrower, unless such
                  Distributions are for payment of taxes by an upper-tier
                  entity with respect to a lower-tier entity.

                  (k) Section 5.02(h) is hereby amended to read in its
        entirety as follows:

                           "Payments of Indebtedness, Etc. No Loan Party shall
                  (i) prepay, redeem, purchase, defease or otherwise satisfy
                  in any manner prior to the scheduled payment thereof any
                  Indebtedness (other than the Obligations, refinancing of
                  Indebtedness to the extent permitted pursuant to Section
                  5.02(a), or repayment of Indebtedness of any Subsidiary of
                  the Borrower owed to any Loan Party); (ii) amend, modify or
                  otherwise change the terms of any document, instrument or
                  agreement evidencing Indebtedness (other than the
                  Obligations to the extent set forth in this Agreement) so as
                  to accelerate the scheduled payment thereof; (iii) amend,
                  modify or otherwise change any of the terms or provisions of
                  the Convertible Senior Debentures in a manner which shortens
                  the maturity date or optional repurchase date thereof or
                  otherwise adversely affects the material rights of the
                  Administrative Agent and the Lenders; or (iv) make any
                  payment in contravention of any Subordination Agreement (if
                  any) or not otherwise permitted pursuant to the definition
                  of Permitted Subordinated Indebtedness. Notwithstanding the
                  foregoing, the Administrative Agent and the Lenders
                  acknowledge and agree that repurchases of all or any portion
                  of the Convertible Senior Debentures made by the Borrower
                  upon the occurrence of a "fundamental change" (as defined in
                  the Convertible Senior Debentures) shall not be prohibited
                  pursuant to this Section 5.02(h).

                  (l) Section 5.02(j) is hereby amended by to read in its
        entirety as follows:

                           (j) Except as set forth on Schedule 5.02(j) (as
                  updated from time to time with the consent of the
                  Administrative Agent), no Loan Party shall enter into any
                  Contractual Obligation with any Affiliate (other than any
                  other Loan Party) or engage in any other transaction with
                  any Affiliate except upon terms at least as favorable to
                  such Loan Party as an arms-length transaction with
                  unaffiliated Persons, unless such transaction is otherwise
                  permitted hereunder (excluding compensation and
                  indemnifications arrangements and benefit plans for
                  officers, directors and other employees of the Borrower and
                  its Subsidiaries entered into or maintained or established
                  in the ordinary course of business).

                  (m) Section 5.02(j) is hereby further amended by adding to
         Schedule 5.02(j) thereto the language set forth on Attachment B
         hereto.

                  (n) Section 5.03(a) is hereby amended to read in its
         entirety as follows:

                           (a) Adjusted Leverage Ratio. The Borrower shall not
                  permit the Adjusted Leverage Ratio as at the end of any
                  Fiscal Quarter to be greater than the following for the
                  respective periods set forth below:

              Period                                   Adjusted Leverage Ratio

                Closing Date to and including                 3.75:1.00
                        March 27, 2004

        March 28, 2004 to and including April 2, 2005         4.75:1.00

        April 3, 2005 to and including October 1, 2005        4.50:1.00

           October 2, 2005 and any time thereafter            4.25:1.00

--------------------------------------------------------------------------------

                  (o) Section 5.03(c) is hereby amended by (i) deleting the
         "." at the end of clause (iii) thereof and replacing it with ";
         minus" and (ii) adding a new clause (iv) to read in its entirety as
         follows:

                           (iv) Twenty-five percent (25%) of the gross
                  proceeds obtained through the issuance of the Convertible
                  Senior Debentures thereafter expended to repurchase Equity
                  Securities and/or Convertible Senior Debentures to the
                  extent such repurchases are permitted pursuant to Section
                  5.02(f).

                  (p) Section 5.03(d) is hereby amended to read in its
        entirety as follows:

                           (d) New Leases. The Borrower shall not permit the
                  aggregate amount of New Leases for New Stores (excluding
                  relocations of existing Stores) entered into by the Loan
                  Parties to be greater than the following amounts for the
                  respective periods set forth below:

                                   Period                       Maximum
                                   ------                       -------

                              Fiscal Year 2004              [CONFIDENTIAL](3)

                              Fiscal Year 2005              [CONFIDENTIAL](4)

                              Fiscal Year 2006              [CONFIDENTIAL](5)

                              Fiscal Year 2007              [CONFIDENTIAL](6)

----------
(3)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(4)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(5)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(6)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.

                           Notwithstanding the foregoing, the Borrower may
                  utilize Net Cash Issuance Proceeds (other than obtained upon
                  conversion of all or any part of the Convertible Senior
                  Debentures into Equity Securities) to finance additional New
                  Leases not otherwise permitted pursuant to this Section
                  5.03(d), and for purposes of determining the "cost"
                  associated with entering into such additional new Leases,
                  the deemed cost for entering into new Leases for Stores
                  using the "natural foods supermarket" format shall be
                  $2,700,000, and the deemed cost for entering into new Leases
                  for Stores using the "farmers' market" format shall be
                  $2,000,000.
--------------------------------------------------------------------------------

                  (q) Section 5.03(e) is hereby amended to read in its
        entirety as follows:

                           (e) Capital Expenditures. The Borrower shall not
                  permit the aggregate amount of Capital Expenditures made by
                  the Loan Parties in any Fiscal Year to be greater than the
                  following amounts for the respective Fiscal Years set forth
                  below:

                              Fiscal Year                     Maximum Amount
                              -----------                     --------------

                                  2004                       [CONFIDENTIAL](7)
                                  2005                       [CONFIDENTIAL](8)
                       2006 and each Fiscal Year             [CONFIDENTIAL](9)
                               thereafter

----------
(7)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(8)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.
(9)  Confidential Treatment has been requested for the redacted portion.
     The confidential, redacted portions have been filed separately
     with the SEC.

                           provided, however, that to the extent the maximum
                  amount of Capital Expenditures for any Fiscal Year (such
                  Fiscal Year, a "Base Year"), as set forth above, exceeds the
                  actual Capital Expenditures made by the Loan Parties for
                  such Base Year, the Loan Parties shall be allowed to carry
                  forward and add to the maximum amount of permissible Capital
                  Expenditures for the immediately following Fiscal Year an
                  amount equal to the lesser of (i) the excess of the maximum
                  amount of Capital Expenditures for such Base Year over the
                  actual Capital Expenditures made for such Base Year and (ii)
                  20% of the maximum amount of Capital Expenditures for such
                  Base Year.

                  (r) Section 5.03(f) is hereby deleted.

                  (s) Exhibit N of the Credit Agreement (the form of
         Compliance Certificate) is hereby amended to read in its entirety as
         set forth on Attachment C hereto.

         3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that the following are
true and correct on the date of this Amendment and that, after giving effect
to the amendments set forth in paragraph 2 above, the following will be true
and correct on the Effective Date:

                  (a) The representations and warranties of the Borrower set
         forth in Article IV of the Credit Agreement and in the other Credit
         Documents are true and correct in all material respects as if made on
         such date (except for representations and warranties expressly made
         as of a specified date, which are true and correct in all material
         respects as of such date);

                  (b) No Default has occurred and is continuing; and

                  (c) The Credit Agreement, the Security Agreement, the Pledge
         Agreement and the Guaranty are in full force and effect.

         4. Effective Date. The amendments effected by clauses (c), (e), (j),
(l) and (m) of paragraph 2 above shall become effective as of May 21, 2004,
subject to receipt by the Lenders executing this Amendment and the
Administrative Agent of this Amendment duly executed by the Borrower, the
Lenders constituting Required Lenders and the Administrative Agent, and the
amendments effected by the remainder of paragraph 2 above shall become
effective as of May 21, 2004 (the "Effective Date"), subject to receipt by the
Lenders executing this Amendment and the Administrative Agent on or prior to
the Effective Date of the following, each in form and substance satisfactory
to the Lenders executing this Amendment, the Administrative Agent and their
respective counsel, as applicable:

                  (a) This Amendment duly executed by the Borrower, the
         Lenders constituting Required Lenders and the Administrative Agent;

                  (b) A letter in the form of Attachment D hereto
         appropriately completed and duly executed by each Guarantor (the
         "Guarantor Consent Letter");

                  (c) A certificate of good standing (or comparable
         certificate) for the Borrower and each Guarantor, certified as of a
         recent date prior to the Effective Date by the Secretary of State (or
         comparable public official) of its state of incorporation or
         formation;

                  (d) A certificate of the Secretary or an Assistant Secretary
         (or comparable officer) of the Borrower, dated the Effective Date,
         certifying that (i) except as attached thereto, that the certificate
         of incorporation and bylaws of the Borrower delivered to the
         Administrative Agent on the Closing Date have not been modified since
         the Closing Date and remain in full force and effect; (ii) that
         attached thereto are true and correct copies of resolutions duly
         adopted by the board of directors of the Borrower (or other
         comparable enabling action) and continuing in effect, which authorize
         the execution, delivery and performance by the Borrower of this
         Amendment, the performance by the Borrower of the Credit Agreement as
         amended by this Amendment and the other Credit Documents, and the
         consummation of the transactions contemplated hereby and thereby;
         (iii) that attached thereto is a true and correct copy of the
         Preliminary Offering Memorandum provided to the prospective investors
         with respect to the issuance by the Borrower of the Convertible
         Senior Debentures; (iv) that there are no proceedings for the
         dissolution or liquidation of the Borrower; and (v) the incumbency,
         signatures and authority of the officers of the Borrower authorized
         to execute, deliver and perform this Amendment, the Credit Agreement
         as amended by this Amendment, the other Credit Documents and all
         other documents, instruments or agreements related thereto executed
         or to be executed by the Borrower;

                  (e) A certificate of the Secretary or an Assistant Secretary
         (or comparable officer) of each Guarantor, dated the Effective Date,
         certifying (i) that the certificate of incorporation, articles of
         incorporation, certificate of limited partnership, articles of
         organization or comparable document of such Guarantor and the bylaws,
         partnership agreement, limited liability company agreement or
         comparable document of such Guarantor, in each case delivered to the
         Administrative Agent on the Closing Date have not been modified since
         of the Closing Date and remain in full force and effect; (ii) that
         attached thereto are true and correct copies of resolutions duly
         adopted by the board of directors or other governing body of such
         Guarantor (or other comparable enabling action) and continuing in
         effect, which authorize the execution, delivery and performance by
         such Guarantor of the Guarantor Consent Letter and such Guarantor's
         on-going performance of its obligations under the Guaranty; (iii)
         that there are no proceedings for the dissolution or liquidation of
         such Loan Party; and (iv) the incumbency, signatures and authority of
         the officers of such Guarantor authorized to execute and deliver the
         Guarantor Consent Letter, and perform its obligations under the
         Guaranty and the Security Agreement;

                  (f) Receipt by the Administrative Agent of favorable written
         opinions from (i) Skadden, Arps, Slate, Meagher & Flom LLP, and (ii)
         Freya R. Brier, Esq., general counsel to the Borrower, in each case
         dated the Effective Date, addressed to the Administrative Agent for
         the benefit of the Administrative Agent and the Lenders and covering
         the due authorization, validity and enforceability of this Amendment
         and the enforceability of the Credit Agreement as amended by this
         Amendment and otherwise in form and substance reasonably satisfactory
         to the Administrative Agent;

                  (g) Receipt by the Administrative Agent of a true and
         correct copy of the definitive purchase agreement providing for the
         issuance of the Convertible Senior Debentures in an amount not less
         than $75,000,000;

                  (h) Such other evidence as the Administrative Agent or any
         Lender may reasonably request to establish the accuracy and
         completeness of the representations and warranties and the compliance
         with the terms and conditions contained in this Amendment and the
         other Credit Documents.

         5. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Lenders or Agent, nor constitute a waiver of
any provision of the Credit Agreement or any other Credit Document.
Notwithstanding the foregoing, in the event that the Borrower fails to issue
Convertible Senior Debentures in an amount not less than $75,000,000 on or
before June 15, 2004, the amendments effected pursuant to clauses (a), (b),
(d), (f) through (i), (k) and (n) through (s) shall be null and void and of no
further force and effect.

         6.       Miscellaneous.

                  (a) Counterparts. This Amendment may be executed in any
         number of identical counterparts, any set of which signed by all the
         parties hereto shall be deemed to constitute a complete, executed
         original for all purposes.

                  (b) Headings. Headings in this Amendment are for convenience
         of reference only and are not part of the substance hereof.

                  (c) Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of Colorado
         without reference to conflicts of law rules.

                  (d) Amendment Fee. Promptly upon the issuance of the
         Convertible Senior Debentures, the Borrower shall pay to each of the
         Lenders that execute this Amendment on or before 5:00 p.m. Mountain
         Daylight time May 24, 2004 an amendment fee in the amount of .05% of
         such Lender's respective Proportionate Share.

                         [The Signature Pages Follow]



<PAGE>


         IN WITNESS WHEREOF, the Borrower, the Administrative Agent and the
Lenders executing this Amendment have caused this Amendment to be executed as
of the day and year first above written.


BORROWER:                           WILD OATS MARKETS, INC.


                                    By: /s/ Freya R. Brier
                                        ----------------------------------------
                                        Name: Freya R. Brier
                                              ----------------------------------
                                        Title: VP Legal
                                               ---------------------------------


ADMINISTRATIVE AGENT:               WELLS FARGO BANK, NATIONAL
                                    ASSOCIATION


                                    By: /s/ Marc Rosenberg
                                        ----------------------------------------
                                        Name: Marc Rosenberg
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


LENDERS:                            WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION


                                    By: /s/ Marc Rosenberg
                                        ----------------------------------------
                                        Name: Marc Rosenberg
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------




<PAGE>


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------


                                    VECTRA BANK COLORADO N.A.


                                    By: /s/ Steven J. Griffith
                                        ----------------------------------------
                                        Name: Steven J. Griffith
                                              ----------------------------------
                                        Title: Senior Vice President
                                              ----------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------


                                    BANK OF AMERICA, N.A.


                                    By: /s/ David R. Barney
                                        ----------------------------------------
                                        Name: David R. Barney
                                              ----------------------------------
                                        Title: Senior Vice President
                                              ----------------------------------


                                    By:
                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                              ----------------------------------

</TEXT>
</DOCUMENT>
