20160908 8K



REVOLVING CREDIT AGREEMENT		 

dated effective as of September 1, 2016, between
		 

WEIS MARKETS, INC., DUTCH VALLEY FOOD COMPANY, LLC,
WEIS TRANSPORTATION, LLC AND WMK FINANCING, INC., 
		 

as Co-Borrowers		 

AND		 

WELLS FARGO BANK, NATIONAL ASSOCIATION,		 

as Lender		 

			 
		









			 		





 


			 
		


TABLE OF CONTENTS		 


	
      ﻿
	
       

	
      Article 1 DEFINITIONS
	
      1

	
      1.1.Defined Terms
	
      1

	
      1.2.Calculations and Financial Data
	
      12

	
      Article 2 THE LOAN
	
      13

	
      2.1.The Loan and the Note
	
      13

	
      2.2.Borrowings
	
      13

	
      2.3.Interest
	
      18

	
      2.4.Repayments and Prepayments
	
      18

	
      2.5.Origination and Unused Fees
	
      19

	
      2.6.Additional Provisions Respecting Rates and
      Costs
	
      20

	
      2.7.Taxes
	
      21

	
      Article 3 CONDITIONS OF FUNDING
	
      22

	
      3.1.Conditions to Funding
	
      22

	
      3.2.Conditions to Each Loan
	
      24

	
      3.3.Methods of Satisfying Certain
      Conditions
	
      24

	
      Article 4 REPRESENTATIONS AND WARRANTIES
	
      25

	
      4.1.Representations of Borrowers
	
      25

	
      Article 5 FINANCIAL REPORTS AND INFORMATION
	
      31

	
      5.1.Financial Data
	
      31

	
      5.2.Ongoing Reporting Requirements
	
      32

	
      5.3.Disclosure
	
      33

	
      Article 6 FINANCIAL COVENANTS
	
      34

	
      6.1.Minimum EBITDA
	
      34

	
      Article 7 GENERAL AFFIRMATIVE COVENANTS
	
      34

	
      7.1.Existence
	
      34

	
      7.2.Legal Requirements; Maintenance of
      Properties
	
      34

	
      7.3.Payment of Taxes and Claims
	
      35

	
      7.4.Insurance
	
      35

	
      7.5.Inspection
	
      35

	
      7.6.Exchange of Note
	
      35

	
      7.7.Consistent Action
	
      36

	
      7.8.Use of Loan Proceeds
	
      36

	
      7.9.Subsidiaries to be Wholly-Owned
	
      36

	
      7.10.Maintenance of Certain Contracts and Other
      Rights
	
      36

	
      7.11.Conduct of Business
	
      36

	
      7.12.Further Assurances
	
      36

	
      Article 8 GENERAL NEGATIVE COVENANTS
	
      37

	
      8.1.Indebtedness
	
      37

	
      8.2.Liens
	
      37




﻿		 




1		 


			 		





 


	
      ﻿
	
       

	
      8.3.Investments and Acquisitions
	
      39

	
      8.4.Transactions with Affiliates
	
      40

	
      8.5.Sales or Other Dispositions of Assets,
      Etc.
	
      40

	
      8.6.Management; Control
	
      41

	
      8.7.Compliance with Federal Reserve
      Regulations
	
      41

	
      8.8.Limitations on Restrictive
Covenants
	
      41

	
      8.9.Environmental Matters
	
      41

	
      8.10.ERISA
	
      42

	
      8.11.Sale and Leaseback
	
      43

	
      8.12.Limitations on Changes in Lines of
      Business
	
      43

	
      Article 9 EVENTS OF DEFAULT
	
      43

	
      9.1.Events of Default
	
      43

	
      9.2.Acceleration; Remedies
	
      45

	
      Article 10 MISCELLANEOUS
	
      46

	
      10.1.Notices
	
      46

	
      10.2.Duration; Survival
	
      47

	
      10.3.No Implied Waiver
	
      48

	
      10.4.Entire Agreement and Amendments
	
      48

	
      10.5.Successors and Assigns
	
      48

	
      10.6.Descriptive Headings
	
      49

	
      10.7.Governing Law
	
      49

	
      10.8.Holidays
	
      49

	
      10.9.Counterparts
	
      49

	
      10.10.Maximum Lawful Interest Rate
	
      49

	
      10.11.Set-off
	
      50

	
      10.12.Severability
	
      50

	
      10.13.Non-Merger of Remedies
	
      50

	
      10.14.Payment and Reimbursement of Costs and Expenses;
      Indemnification
	
      50

	
      10.15.Reserved
	
      52

	
      10.16.Consent to Jurisdiction, Service and Venue;
      Waiver of Jury Trial
	
      52

	
      10.17.Foreign Assets Control Regulations,
    Etc
	
      53

	
      10.18.Terrorism Sanctions Regulations
	
      55

	
      10.19.Joint and Several Liability
	
      55




﻿		 

﻿		 

 
		








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REVOLVING CREDIT AGREEMENT		 

REVOLVING CREDIT AGREEMENT dated effective as of
September 1, 2016, among WEIS
MARKETS, INC., a Pennsylvania corporation,
DUTCH VALLEY FOOD
COMPANY, LLC, a Pennsylvania limited
liability company, WEIS
TRANSPORTATION, LLC, a Pennsylvania
limited liability company and WMK
FINANCING, INC., a Delaware corporation
(individually and collectively the "Borrowers" and each a "Borrower"), and WELLS
FARGO, NATIONAL ASSOCIATION (the
"Lender").		 

Background of Agreement		 

The Borrowers are engaged in the business of operating
retail grocery markets.		 

The Borrowers have requested, and the Lender is willing
to provide, a revolving credit facility (the "Line
of Credit") in an aggregate principal
amount not to exceed One Hundred Million Dollars ($100,000,000.00), with an
additional discretionary availability of Fifty Million Dollars ($50,000,000.00),
subject in all events to the terms and conditions set forth below.		 

NOW, THEREFORE, the parties hereto, intending to be
legally bound, hereby agree as follows:		 


	
      
	
      Article
      1			 
DEFINITIONS







	
      
	
      
      1.1.			 Defined Terms.




Unless the context
otherwise requires, as used in this Agreement, the following terms shall have
the meanings specified in this Section.  Further, unless the context
otherwise requires, references to the plural include the singular, references to
the singular include the plural, and all gender references are interchangeable
and deemed to refer to the appropriate gender.
 




Accordion
Amount:  shall have the
meaning specified in Section 2.2.2(a)(iv).		 

Accumulated
Funding Deficiency:  any accumulated
funding deficiency as defined in Section 412(a) of the Code and
Section 302(a) of ERISA and any successor sections thereto.		 

Acquisition:  any transaction or
series of transactions by means of which (a) a Person (the "Acquiror") acquires any going business or
all or substantially all the assets of any other Person or division thereof
whether through purchase of assets or stock, merger or otherwise or (b) any
Person becomes a Subsidiary of the Acquiror.		 

Affiliate:  with reference to any
Person, any director or officer of such Person, any other entity of which such
Person is a general partner, director, officer or employee, and any other
individual or entity directly or indirectly controlling or controlled by or
under direct or indirect common control with such Person.  For
purposes of this definition "control" (including, with correlative meanings, the
terms "controlled by" and "under common control with"), as used with respect to
any Person, shall mean the possession, direct or indirect, of the power to
direct or 		 




1		 


			 		





 

cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or by contract
or otherwise, provided, however, that, in any event, any Person that owns
directly or indirectly capital securities having 20% or more of the ordinary
voting power for the election of the directors or other governing body of a
corporation or 20% or more of the partnership or other ownership interests in
any other Person (other than as a limited partner of such Person) will be deemed
to control such corporation or other Person.		 

Agreement:  this
Revolving Credit Agreement, as the same may be amended, modified or supplemented
from time to time.		 

Anti-Corruption Laws:  shall have the meaning specified in
Section 10.17.		 

Anti-Money Laundering
Laws:  shall have the meaning
specified in Section 10.17.		 

Applicable Margin:  the
meaning specified in Subsection 2.3.3.		 

Asbestos-Containing
Material:  any material
containing more than 1% asbestos by weight.		 

Bank Tax:  any
Tax based on or measured by net income, any franchise Tax and any doing business
Tax (including any gross receipts Tax in the nature of a doing business Tax), or
any tax measured by any similar standard, imposed upon the Lender by any
jurisdiction (or any political subdivision thereof) in which the Lender is
located and/or doing business.		 

Base Rate:  shall
mean, for any day, the higher of (a) the rate of interest publicly announced by
the Lender from time to time at its principal office as its prime commercial
lending rate (which rate is not necessarily the lowest rate charged by the
Lender to its borrowers) or (b) the Federal Funds Rate, plus one-half of one
percent (0.50%).  Notwithstanding anything in this Agreement to the
contrary, if the Base Rate determined as provided above would be less than zero
percent (0.00%) then the Base Rate shall be deemed to be zero percent
(0.00%).		 

Blocked Person:  shall
have the meaning specified in Section 10.17.		 

Borrowers and Borrower:  the respective meanings specified in the
preamble to this Agreement.		 

Business Day:  a
day other than a Saturday, Sunday or day on which commercial banks are required
or permitted to close in Harrisburg, Pennsylvania.		 

CAA:  the
Clean Air Act (42 U.S.C.A. §§ 7401 to 7642), as amended from time to time, and
all rules, regulations and guidance issued, promulgated or adopted in connection
therewith.		 

Capital Expenditures:  expenditures to acquire or construct fixed
or capital assets (within the meaning of GAAP), including, but not limited to,
the purchase, construction or rehabilitation of equipment or other physical
assets (including renewals, improvements, replacements and incurrence of Capital
Lease Obligations, but excluding Acquisitions).		 






-2-		 


			 		





 

Capital Lease:  a
lease with respect to which the lessee has recognized or is required to
recognize as a capital lease on the balance sheet of such lessee or otherwise
disclose in a note to such balance sheet in accordance with GAAP.		 

Capital Lease Obligation:  with respect to any Capital Lease, the
amount of the obligation of the lessee thereunder which would in accordance with
GAAP appear on a balance sheet of such lessee in respect of such Capital Lease
or otherwise be disclosed in a note to such balance sheet.		 

CERCLA:  the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980
(42 U.S.C.A. §§ 9601 to 9675), as amended from time to time, and all rules,
regulations and guidance issued, promulgated or adopted in connection
therewith.		 

Change of Control:  the
occurrence of any of the following events:		 


	
      
	
      
      (a)			 any
      sale, lease, exchange or other transfer (collectively, a "Transfer") (in
      one transaction or series of related transactions) of all or substantially
      of the assets of the Borrowers and their Subsidiaries;
  or





	
      
	
      
      (b)			 the
      Controlling Shareholders cease to have the power, directly or indirectly,
      to vote or direct the voting of securities having more than 51% of the
      ordinary voting power for the election of directors of the Borrowers or of
      any direct or indirect holding company
thereof.




CISADA:  shall mean the
Comprehensive Iran Sanctions, Accountability and Divestment Act.		 

Closing
Date:  the
date on which the initial Loans are advanced pursuant to the terms of this
Agreement.		 

COBRA:  the Consolidated
Omnibus Budget Reconciliation Act of 1985 and any amendments thereto.
		 

Code:  the Internal Revenue
Code of 1986, as amended, or its predecessor or successor, as applicable, and
any Treasury regulations, revenue rulings or technical information releases
issued thereunder.		 

Commitment:  the meaning specified
in Subsection 2.2.2
below.		 

Consolidated:  with respect to any
Person and any specified Subsidiaries, the method of consolidation of financial
statements of such Person and such Subsidiaries and of particular items in such
financial statements in accordance with GAAP.		 

Controlled
Entity:  shall mean (i) any of
the Subsidiaries of the Borrowers and any of their or the Borrowers' respective
Controlled Affiliates and (ii) if any of the Borrowers have a parent company,
such parent company and its Controlled Affiliates.  As used in this
definition, "Control" means the possession, directly
or indirectly, of the power to direct or cause 		 




-3-		 


			 		





 

the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.		 

Controlling Shareholders:
Ellen W.P. Wasserman, EKTJ Management,
Kathryn J. Zox, Thomas H. Platz, James A. Platz, Patricia G. Ross Weis, Jonathan
H. Weis, Jennifer Weis and Colleen Ross Weis.
 		 

CWA:  the
Clean Water Act (33 U.S.C.A. § 1251 to 1387), as amended from time to time, and
all rules, regulations and guidance issued, promulgated or adopted in connection
therewith.		 

Default:  any
condition or event which, with notice or passage of time or both, would become
an Event of Default.		 

Default Rate:  the
meaning specified in Subsection 2.3.4.		 

EBITDA:  for
any period, the Net Income of the Borrowers and their Subsidiaries, on a
Consolidated basis, plus (to the extent otherwise deducted therefrom) Interest
Expense, income tax expense, depreciation and amortization minus only gains or
losses from asset sales not in the ordinary course of business, non-cash
nonrecurring gain plus any non-cash non-recurring charges to the extent included
in determining Net Income.  		 

Eligible Institution:  any commercial bank, savings and loan or
savings bank organized under the laws of the United States or any state or
political subdivision thereof or under the laws of another country that is a
member of the Organization for Economic Cooperation and Development (OECD), or
any affiliate of the foregoing, in each case having combined capital and surplus
in excess of One Billion Dollars ($1,000,000,000).		 

Employee Pension Plan:  any Plan other than a Multiemployer Plan
which (a) is maintained by the Borrowers, any Subsidiary thereof or any ERISA
Affiliate and (b) is subject to Part 3 of Title I of ERISA.		 

Environmental Laws:  any national, state or local law,
ordinance or regulation (including, without limitation, CERCLA, RCRA, CWA, CAA,
EPCRA and OSHA) enacted in connection with or relating to the protection or
regulation of the indoor or outdoor environment or public or employee health and
safety, including, without limitation, those laws, statutes, and regulations
regulating the presence, Release, disposal, removal, production, storing,
refining, handling, transferring, processing, generating, or transporting of
Hazardous Substances, and all rules, regulations and guidance issued,
promulgated or adopted in connection with such statutes by any governmental
authority and any orders, decrees or judgments issued by any court of competent
jurisdiction or administrative body in connection with any of the
foregoing.		 

EPCRA:  the
Emergency Planning Community Right-to-Know Act of 1986 (42 U.S.C.A. §§ 11001 to
11050) as amended from time to time, and all rules, regulations and guidance
issued, promulgated or adopted in connection therewith.		 

ERISA:  the
Employee Retirement Income Security Act of 1974, as amended, and any regulations
issued thereunder by the Department of Labor or PBGC.		 






-4-		 


			 		





 

ERISA Affiliate:  (a)
any corporation included with the Borrowers or any Subsidiary thereof in a
controlled group of corporations within the meaning of Section 414(b) of
the Code, (b) or any trade or business (whether or not incorporated) which is
under common control with the Borrowers or any  Subsidiary thereof
within the meaning of Section 414(c) of the Code, and (c) any member of an
affiliated service group of which the Borrowers or any Subsidiary thereof is a
member within the meaning of Section 414(m) of the Code.		 

Event of Default:  the
meaning specified in Section 9.1.		 

Federal Funds Rate:  for any day, a fluctuating interest rate
per annum equal for such day to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day, provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next Business Day as so published on the
next succeeding Business Day, and (b) if such rate is not so published for any
day, the Federal Funds Rate for such day shall be the average rate charged to
the Lender on such day on such transactions as determined by the Lender in a
commercially reasonable manner.		 

Fiscal Year:  Means
the fiscal year of Borrowers and their Subsidiaries ending on the last Saturday
in the month of December of each year.		 

GAAP:  generally
accepted accounting principles in the United States of America as in effect from
time to time consistently applied that are applicable to the circumstances as of
the date of determination, which, as applied to the Borrowers shall be
consistent with those applied in the preparation of the financial statements
referred to in Subsection 4.1.14.		 

Governmental Authority shall mean		 


	
      
	
      
      (a)			 the
      government of





	
      
	
      
      (i)			 the
      United States of America or any state or other political subdivision
      thereof, or





	
      
	
      
      (ii)			 any
      other jurisdiction in which the Borrowers conduct all or any part of their
      business, or which assert jurisdiction over any properties of the
      Borrowers, or





	
      
	
      
      (b)			 any
      entity exercising executive, legislative, judicial, regulatory or
      administrative functions of, or pertaining to, any such
      government.




Governmental
Official:  (a) any governmental
official or employee, (b) official or employee of any government-owned or
government-controlled entity or political party, or (c) any employee or official
or anyone else acting in an official capacity for a Governmental Authority, a
government-owned or government-controlled entity or political party.
		 

Guaranty:  as applied to any
Person, any direct or indirect liability, contingent or otherwise, of such
Person with respect to any indebtedness, lease, dividend or other obligation of
another Person, including, but not limited to, any such obligation directly or
indirectly 		 




-5-		 


			 		





 

guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business) or discounted or sold with recourse
by such Person, or in respect of which such Person is otherwise directly or
indirectly liable, including, but not limited to, any such obligation in effect
guaranteed by such Person through any agreement (contingent or otherwise) to
purchase, repurchase or otherwise acquire such obligation or any security
therefor, or to provide funds for the payment or discharge of such obligation
(whether in the form of loans, advances, stock purchases, capital contributions
or otherwise), or to maintain the solvency or other financial condition of the
obligor of such obligation, or to make payment for any products, materials or
supplies or for any transportation or services regardless of the non-delivery or
nonfurnishing thereof, in any such case if the purpose or intent of such
agreement is to provide assurance that such obligation will be paid or
discharged, or that any agreements relating thereto will be complied with, or
that the holders of such obligation will be protected against loss in respect
thereof.		 

Hazardous Substances:  any and all pollutants, contaminants,
toxic or hazardous wastes, toxic or hazardous substances, or any other
substances that might pose a hazard to health, safety or the environment, the
investigation, removal or remediation of which may be required or the
generation, manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, Release, discharge, spillage,
seepage, migration, or filtration of which is or shall be regulated, restricted,
prohibited or penalized by any Environmental Law (including, without limitation,
petroleum products, asbestos, Asbestos-Containing Materials, urea formaldehyde
foam insulation and polychlorinated biphenyls and substances defined or
regulated as Hazardous Substances, Pollutants or Contaminants under any
Environmental Law).		 

HIPAA:  the
Health Insurance Portability and Accountability Act of 1996 and any amendments
thereto.		 

Indebtedness:  with
respect to any Person (without duplication):		 


	
      
	
      
      (a)			 all
      principal indebtedness of such Person for borrowed money and non-current
      interest and fees relating thereto;





	
      
	
      
      (b)			 all
      obligations of such Person for the deferred purchase price of property or
      services (not payable and paid on ordinary trade
  terms);





	
      
	
      
      (c)			 all
      obligations of such Person evidenced by notes, bonds, debentures or other
      similar instruments;





	
      
	
      
      (d)			 all
      indebtedness created or arising under any conditional sale or other title
      retention agreement with respect to property acquired by such Person (even
      though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property);





	
      
	
      
      (e)			 all
      Capital Lease Obligations of such
Person;





	
      
	
      
      (f)			 all
      obligations, contingent or otherwise, of such Person under acceptance,
      letter of credit or similar
facilities;







-6-		 


			 		





 


	
      
	
      
      (g)			 all
      obligations of such Person to purchase, redeem, retire, defease or
      otherwise acquire for value any capital stock of such Person or any
      warrants, rights or options to acquire such capital stock, which
      obligations shall be valued, in the case of redeemable preferred stock, at
      the greater of its voluntary or involuntary liquidation preference plus
      accrued and unpaid dividends and, in the case of other such obligations,
      at the amount that, in light of all the facts and circumstances existing
      at the time of determination, can reasonably be expected to become
      payable;





	
      
	
      
      (h)			 a
      Guaranty of such Person;





	
      
	
      
      (i)			 all
      Indebtedness referred to in clauses (a) through (h) above secured by (or
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any Lien on property (including, without
      limitation, accounts and contract rights) owned by such Person, even
      though such Person has not assumed or become liable for the payment of
      such Indebtedness; and





	
      
	
      
      (j)			 all
      payments required by such Person under non-compete agreements which are
      recorded on the balance sheet of such Person as a liability in accordance
      with GAAP.




Indemnitees:  the meaning specified
in Section 10.14.		 

Interest
Expense:  for any period, the
amount of interest accrued on, or with respect to, Indebtedness of the Borrowers
and their Subsidiaries, on a Consolidated basis, for such period, including,
without limitation, imputed interest on Capital Leases and imputed or accreted
interest in respect of deep discount or zero coupon obligations.		 

Investment:  as applied to any
Person (the "Investor"), any direct or indirect
purchase or other acquisition by the Investor of stock or other securities of
any other Person (other than an Acquisition), or any direct or indirect loan,
advance, or capital contribution by the Investor to any other Person, including
all Indebtedness and accounts receivable from such other Person which are not
current assets or did not arise from sales to such other Person in the ordinary
course of business.  The "amount" of any Investment shall mean the sum
of the following (without duplication):  the amount of cash paid for
or contributed to such Investment; the fair market value of any equity or other
assets constituting consideration for or contributed to such Investment; and any
commitment to pay, contribute, incur, or become liable for any of the
foregoing.		 

Knowledge:  an individual will be
deemed to have "Knowledge" of a particular fact or other matter if such
individual is actually aware of such fact or other matter.  An entity
will be deemed to have "Knowledge" of a particular fact or other matter if any
individual who is serving as a director, officer, partner, executor, trustee, or
key management-level employee of such entity (or in any similar capacity) has,
or at any time had, knowledge of such fact or other matter.		 

Lender:  the meaning specified
in the preamble to this Agreement.		 






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Lending Office:  means,
with respect to the Lender, the lending office of the Lender (or of an affiliate
of the Lender) designated by the Lender from time to time.		 

Letter of Credit
Agreement:  means, with respect
to each Letter of Credit to be issued by the Lender, the letter of credit
application and reimbursement agreement which such Lender requires to be
executed by a Borrower in connection with the issuance of such Letter of
Credit.		 

Letter of Credit Fee:  the meaning specified in Section
2.2.2(d)(iii).		 

Letter of Credit
Liabilities:  means, at any
time, the sum of (a) the aggregate undrawn face amount of all outstanding
Letters of Credit, plus (b) all unreimbursed drawings under Letters of
Credit.		 

Letters of Credit:  has
the meaning specified in Section 2.2.2.		 

LIBOR Rate:  means
the variable rate of interest per annum determined in a commercially reasonable
manner by Lender each day based on the rate for United States dollar deposits
for delivery of funds for one (1) month as reported on Reuters Screen LIBOR page
(or any successor page) at approximately 11:00 a.m., London time, or, for any
day not a London Business Day, the immediately preceding London Business Day (or
if not so reported, then as determined in a commercially reasonable manner by
Lender from another recognized source or interbank
quotation).  Notwithstanding anything in this Agreement to the
contrary, if the LIBOR Rate determined as provided above would be less than zero
percent (0.00%), then the LIBOR Rate shall be deemed to be zero percent
(0.00%).		 

Lien:  with
respect to any Person, any mortgage, lien, pledge, adverse claim, charge,
security interest or other encumbrance in or on any property or asset of such
Person, or any interest or title of any vendor, lessor, lender or other secured
party to or of such Person under any conditional sale or other title retention
agreement or Capital Lease with respect to, any property or asset of such
Person.		 

Line of Credit:  the
Line of Credit provided for in the preamble to this Agreement.		 

Loan or Loans:  an
advance or advances made to the Borrowers pursuant to the terms of this
Agreement.		 

Loan Documents:  this
Agreement, the Note, and any and all agreements, documents and instruments
executed, delivered or filed pursuant to this Agreement, in each case as
amended, modified or supplemented from time to time pursuant to the provisions
hereof and thereof.		 

Loan Party:  collectively,
the Borrowers, their Subsidiaries, and each other party to any Loan Document as
a Borrower, guarantor or grantor, from time to time (other than the Lender), if
any, together with their successors and permitted assigns, if any.		 






-8-		 


			 		





 

London Business Day:  means any day that is a day for trading by
and between banks in U.S. Dollar deposits in the London interbank market.
		 

Material Adverse Effect:  any material adverse effect on:
		 


	
      
	
      
      (a)			 the
      business, financial condition, operations, properties or financial
      prospects of the Borrowers and their Subsidiaries, taken as a
      whole,





	
      
	
      
      (b)			 the
      ability of the Borrowers taken as a whole to perform their obligations
      under the Loan Documents, or





	
      
	
      
      (c)			 the
      binding nature, validity or enforceability of any of the Loan Documents as
      an obligation of the Borrowers.




Maturity
Date:  September 1, 2019, or
such earlier date as the Commitment shall terminate pursuant to the terms
hereof.		 

Multiemployer
Plan:  means a multiemployer
pension plan as defined in Section 3(37) of ERISA to which Borrowers, any
Subsidiary thereof or any ERISA Affiliate has any liability or is required to
contribute.		 

Net
Income:  means, with respect
to the Borrowers and their Subsidiaries, on a Consolidated basis, their net
income after taxes determined in accordance with GAAP.		 

Note:  the meaning specified
in Section 2.1.		 

Obligations:  all payment and
performance obligations of every kind, nature and description of the Borrowers
and each other Loan Party to the Lender under, arising out of, or in connection
with, this Agreement and the other Loan Documents (including, in each case, any
interest, fees, indemnities and other charges that would accrue but for the
filing of a bankruptcy action, whether or not such claim is allowed in such
bankruptcy action), whether such obligations are direct or indirect, absolute or
contingent, due or not due, contractual or tortuous, liquidated or unliquidated,
arising by operation of law or otherwise, now existing or hereafter arising,
including, without limitation (and without duplication), the following:
		 


	
      
	
      
      (a)			 principal
      of, premium, if any, on and interest on the Loan and the Note;
      and





	
      
	
      
      (b)			 any
      and all other fees, indemnities, costs, obligations and liabilities of the
      Borrowers or any Subsidiary and each and every other Loan Party from time
      to time owing to the Lender, any holder of the Note or other Indemnitee or
      any successors, agents, nominees or assigns of the foregoing under or in
      respect of this Agreement and each other Loan
  Document.




OFAC:  is defined in Section
10.17.		 

OFAC Listed
Person:  shall have the
meaning specified in Section 10.17.		 






-9-		 


			 		





 

OFAC Sanctions Program:  shall mean any economic or trade sanction
that OFAC is responsible for administering and enforcing.  A list of
OFAC Sanctions Programs may be found at
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
		 

Officer's Compliance
Certificate:  a certificate in
substantially the form of Exhibit D attached hereto or in such other form as the Lender
and the Borrowers shall agree upon, signed by the chief financial officer or
other authorized officer of the Borrowers as to: (a) the truth of
representations and warranties of the Borrowers in the Loan Documents; (b) the
absence of any Default or Event of Default; (c) compliance with the financial
covenants set forth herein including the calculations relating thereto; and (d)
such other information as is required by this Agreement.		 

OSHA:  the
Occupational Safety and Health Act (29 U.S.C.A. §§ 651-678), as amended
from time to time, and all rules, regulations and guidance issued, promulgated
or adopted in connection therewith.		 

PBGC:  Pension
Benefit Guaranty Corporation, or any governmental agency or instrumentality
succeeding to the functions thereof.		 

Permitted Business:  Operation of retail grocery markets and
related activities and other lines of business reasonably related thereto and
reasonable extensions thereof.		 

Permitted Liens:  the
meaning specified in Section 8.2.		 

Person:  a
corporation, an association, a limited liability company, a partnership, an
organization, a business, an individual, a government or political subdivision
thereof, a governmental agency or other entity.		 

Plan:  an
"Employee Pension Benefit Plan" (as defined in Section 3(2) of ERISA) which
is currently maintained, or to which contributions are currently being made, by
the Borrowers, any Subsidiary thereof, or any ERISA Affiliate of the foregoing
(or any predecessor thereof).		 

Projection:  the
meaning specified in Section 3.1.5.		 

Quarterly Payment Date:  the last Business Day of each March, June,
September and December.		 

RCRA:  the
Resource Conservation and Recovery Act of 1976 (42 U.S.C.A. §§ 6901 to 6991;
a/k/a the Solid Waste Disposal Act), as amended, and all rules, regulations and
guidance issued, promulgated or adopted in connection therewith.		 

Regulatory Change:  with
respect to the Lender, any change or implementation after the Closing Date in
United States federal, state or foreign laws or regulations, including, without
limitation, the issuance of any final regulations or guidelines, or the adoption
or making after such date of any interpretations, directives or requests
applying to a class of banks, including the Lender, of or under any United
States federal or state, or any foreign, laws or regulations (having the force
of law) or by any court or governmental or monetary authority 		 




-10-		 


			 		





 

charged with the interpretation or administration
thereof provided, however, that any change in, or the implementation of, any
Bank Tax shall not constitute a Regulatory Change hereunder.		 

Reimbursement
Obligations:  means all
indebtedness, liabilities, and obligations of Borrowers or any other Loan Party
to reimburse the Lender in accordance with Section 2.2.2 for any demand for payment or drawing under a Letter
of Credit.		 

Release:  a
release, spill, emission, leaking, pumping, emptying, escaping, injection,
deposit, disposal, discharge, dispersal, leaching or migration into the indoor
or outdoor environment or into or out of any property, including the movement of
Hazardous Substances through or in the air, soil, surface water, groundwater or
property.		 

Remedial Action:  actions
necessary to comply with any Environmental Law with respect to (a) clean up,
removal, treatment or handling Hazardous Substances in the indoor or outdoor
environment; (b) prevention of Releases or threats of Releases or minimization
of further Releases of Hazardous Substances so they do not migrate or endanger
or threaten to endanger public or employee health or safety or welfare or the
indoor or outdoor environment; or (c) performance of pre-remedial studies and
investigations and post-remedial monitoring and care.		 

Reportable Event:  with
respect to any Employee Pension Plan, an event described in Section 4043(c)
of ERISA.		 

SEC:  the
United States Securities and Exchange Commission and any successor governmental
agency.		 

Solvent:  with
respect to any Person as of the date of any determination, that on such date (a)
the fair value of the assets of such Person (both at fair valuation and at
present fair saleable value) is greater than the total liabilities, including,
without limitation, contingent liabilities, of such Person, (b) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations, and
other commitments as they mature in the normal course of business, (d) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital after giving due
consideration to current and anticipated future capital requirements and current
and anticipated future business conduct and the prevailing practice in the
industry in which such Person is engaged.  In computing the amount of
contingent liabilities at any time, such liabilities shall be computed at the
amount which, in light of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.		 

Subsidiary:  with
respect to any Person, (a) any corporation of which more than 50% of the issued
and outstanding capital stock having ordinary voting power to elect a majority
of the Board of Directors of such corporation (irrespective of whether at the
time capital stock of 		 




-11-		 


			 		





 

any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned or controlled by the Borrowers, by the Borrowers
and one or more of its other Subsidiaries or by one or more of the Borrowers'
other Subsidiaries, (b) any partnership, joint venture, limited liability
company, or other association of which more than 50% of the equity interests
having the power to vote to direct or control the management of such
partnership, joint venture, limited liability company, or other association is
at the time owned or controlled by the Borrowers, by the Borrowers and one or
more of the other Subsidiaries or by one or more of the Borrowers' other
Subsidiaries or (c) any other Person that is Consolidated with the
Borrowers.		 

Tax:  any
federal, state, local or foreign tax, assessment or other governmental charge or
levy (including any withholding tax) upon a Person or upon its assets, revenues,
income or profits.		 

United States Person:  the meaning specified in
Subsection 2.7.1.		 

USA PATRIOT Act:  shall
mean United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect.		 

U.S. Economic Sanctions:  shall have the meaning specified in
Section 10.17.		 

U.S. Dollars and $:  lawful money of the United States of
America.		 

Unused Fee Rate:  shall
mean one eighth of one percent (0.125%).		 

Withdrawal Liability:  any withdrawal liability as defined in
Section 4201 of ERISA.		 


	
      
	
      
      1.2.			 Calculations
      and Financial Data.




Except as otherwise provided in
this Agreement, calculations under this Agreement shall be subject to the
following:		 


	
      
	
      
      1.2.1.			 Calculations
      made pursuant to this Agreement and financial data delivered hereunder and
      terms referred to herein shall be prepared and interpreted both as to
      classification of items and as to amounts in accordance with
      GAAP.





	
      
	
      
      1.2.2.			 It
      shall be assumed that any Indebtedness constituting a Guaranty will
      require payments of principal in the amounts as called for in the
      underlying obligation which is the subject of such Guaranty subject to any
      express limitations set forth in such Guaranty (it being understood that
      neither the Borrowers nor any Subsidiary may incur any Guaranties except
      as specifically permitted under this
Agreement).





	
      
	
      
      1.2.3.			 If
      the Borrowers or any of their Subsidiaries make an Acquisition with the
      consent of the Lender pursuant to Section 8.3 below, for purposes of
      the calculations contemplated hereby, there shall be added to the net
      income, cash flow and other financial data 		 

      

      
      -12-
      		 

      
      			 		







 

	
      of the Borrowers and their
      Subsidiaries, on a Consolidated basis, for the fiscal quarter in which
      such Acquisition occurs and for each of the preceding fiscal quarters to
      which the relevant financial tests apply, the net income, cash flow and
      other financial data of the acquired assets or entity for such period
      (with such pro forma adjustments as the Lender shall approve, if any, such
      approval not to be unreasonably withheld, conditioned or
      delayed).  If there occurs any disposition of any assets or
      entity by the Borrowers or any Subsidiary, for purposes of the
      calculations contemplated hereby, there shall be deducted from net income,
      cash flow and other financial data of the Borrowers and their
      Subsidiaries, on a Consolidated basis, for the fiscal quarter in which
      such disposition occurs and the preceding fiscal quarters to which the
      relevant financial tests apply, the net income, cash flow and other
      financial data of the assets or entity so disposed of for such period
      (with such pro forma adjustments as the Lender shall approve, if any, such
      approval not to be unreasonably withheld, conditioned or
      delayed).





	
      
	
      Article
      2			 
THE
      LOAN









	
      
	
      
      2.1.			 The Loan and the Note.




The Line of Credit
shall be evidenced by the Promissory Note to be issued by the Borrowers to the
Lender in substantially the form attached hereto as Exhibit A (as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and together with each replacement thereof, a "Note"), the principal and unpaid
interest of which, and all unpaid fees and other sums of any nature due under or
in connection with which (to the extent not due and payable before), shall be
due and payable on the Maturity Date.
 




	
      
	
      
      2.2.			 Borrowings.





	
      
	
      
      2.2.1.			 General
      Conditions.  All advances
      requested by the Borrowers are subject to and conditioned upon continuing
      compliance with all terms and conditions set forth in this
      Agreement.





	
      
	
      
      2.2.2.			 Line
      of Credit.





	
      
	
      
      (a)			 (i)Commitment.  The Lender
      shall make advances to the Borrowers until the Maturity Date in an
      aggregate principal amount not to exceed at any time outstanding One
      Hundred Million Dollars ($100,000,000.00) (as the same may be reduced or
      increased pursuant to the terms of this Agreement, the "Commitment"); provided however, that
      the aggregate amount of the Commitment available for borrowing at any time
      shall not exceed the amount of the Commitment at that time less the amount
      of any outstanding Loans under the Line of Credit and the Letter of Credit
      Liabilities.  Within the foregoing limits, and subject to the
      terms and conditions set forth in this Agreement until the Maturity Date,
      the Borrowers may borrow under this Subsection 2.2.2, repay or prepay such
      advances, and reborrow under this Subsection 2.2.2.
       The Lender shall have no obligation to advance any principal sums in
      excess of the amount of the Commitment set forth above in this Section
      2.2.2(a)(i) and any agreement between the parties to permit advances of
      the Accordion Amount greater than the Commitment amount set forth above in
      this Section 2.2.2(a)(i)
      must be evidenced by compliance with Section 2.2.2(a)(iv)
  below.







-13-		 


			 		





 


	
      
	
      
      (ii)			 Termination
      of Commitment.  Unless
      terminated earlier pursuant to the terms of this Agreement, the Commitment
      shall terminate on the Maturity Date.





	
      
	
      
      (iii)			 Reduction
      of Commitment.





	
      
	
      
      (A)			 Voluntary
      Reductions.  The Borrowers
      shall have the right at any time and from time to time upon two (2)
      Business Days' (or such shorter period as is acceptable to Lender) prior
      written notice to the Lender to permanently reduce in amounts equal to
      Five Million Dollars ($5,000,000.00) or integral multiples thereof in
      excess thereof, or terminate the Commitment, without penalty or premium;
      provided, however, that no voluntary reduction to the Commitment may be
      made or shall be effective during each period of time commencing on the
      date of the Lender's grant of Borrowers' request for the increase of the
      Commitment utilizing all or a portion of the Accordion Amount in
      accordance with Section 2.2.2(a)(iv) and ending at the close of
      the Borrowers' next fiscal quarter.
         





	
      
	
      
      (iv)			 Increase
      of Commitment.  At any time or
      times when no Event of Default exists (and provided no Event of Default
      will occur if the request is given effect), the Borrowers may request in
      writing that the Lender agree to increase the Commitment by an amount not
      exceeding in the aggregate Fifty Million Dollars ($50,000,000.00)
      ("Accordion
      Amount"),
      thereby increasing the Commitment to a total sum no greater than One
      Hundred Fifty Million Dollars ($150,000,000.00).  The Lender
      shall consider such request in its sole discretion.  The Lender
      shall grant or decline such request within thirty (30) days of its receipt
      of the request and shall confirm same in writing.  Requests by
      the Borrowers for approval of advances under this Section 2.2.2(a)(iv)
      shall seek an increased amount of no less than $5,000,000.00 per request
      (or, if less, any remaining unfunded amount of the Accordion Amount or
      such lower amounts agreed to by Lender), and shall not be made less than
      thirty (30) days prior to the Maturity Date.  A request for an
      advance of all or a portion of the Accordion Amount shall be made by a
      written notice substantially in the form of Exhibit
      "B" annexed hereto and
      incorporated herein, which is delivered to the Lender in accordance with
      Section 10.1 below, and shall be executed by the Borrowers' Chief
      Financial Officer or other authorized signatory.  Any Loans made
      by Lender pursuant to all or any portion of the Accordion Amount which has
      been approved for advances by the Lender shall be on the same terms set
      forth in this Agreement (including, for the avoidance of doubt, the
      Maturity Date and pricing).





	
      
	
      
      (b)			 Manner
      of Effecting a Borrowing.





	
      
	
      
      (i)			 Borrowing
      Notice.  To effect a
      borrowing, the Borrowers shall give the Lender written notice
      substantially in the form annexed to this Agreement as Exhibit B or in such other form as
      the Lender and the Borrowers may agree upon, specifying the amount and
      date of each intended borrowing, the manner in which the same shall be
      disbursed, which notice shall be given no later than 11:00 a.m.
      (Harrisburg, Pennsylvania time) two (2) Business Days (or such shorter
      period as is acceptable to Lender) prior to the date of such
      borrowing.  Each such notice of borrowing shall contain a
      certification by the Borrowers that, both before and after giving effect
      to the proposed borrowing, the Borrowers are in compliance with the
      covenant set forth in Article 6 below and that no Event of Default exists
      or would be created thereby.







-14-		 


			 		





 


	
      
	
      
      (ii)			 Cash
      Management.  The borrowing
      notice procedures set forth in Section 2.2.2(b)(i) above shall continue in
      effect for the making of Loans under the then-existing Commitment until
      such time as the Borrowers and Lender have agreed upon (in writing) and
      instituted the Lender's day-to-day cash management and cash sweep
      services, whereupon advances of Loans and repayments of Loans under the
      Line of Credit shall occur daily in accordance with the terms of such cash
      management and cash sweep services.





	
      
	
      
      (iii)			 Obligations
      Suspended During Default.  The
      Lender shall not be obligated to comply with a borrowing notice or to
      advance any Loan if there shall then exist an Event of
    Default.





	
      
	
      
      (c)			 Letters
      of Credit.





	
      
	
      
      (i)			 Commitment
      to Issue.  Borrowers may
      utilize the Commitment by requesting that the Lender issue, and the
      Lender, subject to the terms and conditions of this Agreement, shall
      issue, standby letters of credit for a Borrowers' account (such letters of
      credit being hereinafter referred to as the "Letters of Credit"; provided,
      however, (A) the aggregate amount of outstanding Letter of Credit
      Liabilities shall not at any time exceed Thirty Million Dollars
      ($30,000,000.00) (such amount the "Letter
      of Credit Sublimit")
      and (B) the sum of any amount of any outstanding Loans under the Line of
      Credit and outstanding Letter of Credit Liabilities shall not at any time
      exceed the Commitment.  Upon termination of the Commitment, any
      Letter of Credit then outstanding which has been fully cash collateralized
      to the reasonable satisfaction of Lender shall no longer be considered a
      "Letter of Credit" as defined in this Agreement but the letter of credit
      fees payable hereunder shall continue to accrue to the Lender with respect
      to such Letter of Credit until the expiry
thereof.





	
      
	
      
      (ii)			 Letter
      of Credit Request Procedure.  Except
      for Letters of Credit issued on the Closing Date, Borrowers shall give
      Lender not less than three (3) Business Days' (or such shorter period as
      is acceptable to Lender) prior notice (effective upon receipt) specifying
      the date of each Letter of Credit and the nature of the transactions to be
      supported thereby.  Each Letter of Credit shall have a term
      which does not exceed one (1) year and an expiration date that does not
      extend beyond a date which is thirty (30) days prior to the Maturity Date,
      shall be payable in U.S. Dollars, must support a transaction entered into
      in the ordinary course of business of Borrowers, must be reasonably
      satisfactory in form and substance to Lender, and shall be issued pursuant
      to such documentation as Lender may reasonably require, including, without
      limitation, the Lender's standard form Letter of Credit Agreement executed
      by an authorized signer of the Borrowers for the account of which the
      Letter of Credit is to be issued; provided, that, in the event of any
      conflict between the terms of such Letter of Credit Agreement and the
      other Loan Documents, the terms of the other Loan Documents shall
      control.





	
      
	
      
      (iii)			 Letter
      of Credit Fees.  Borrowers will
      pay to the Lender a fee (the "Letter
      of Credit Fee"), such fee (A) to be paid
      in arrears on the first Quarterly Payment Date occurring after the date of
      the issuance of the first Letter of Credit and on each Quarterly Payment
      Date thereafter until the date of expiration or termination of all Letters
      of Credit and (B) to be calculated by reference to the product of the
      actual daily undrawn face amount of all issued Letters of Credit
      multiplied by a rate per annum equal to one-half of one percent (0.50%) on
      the basis of a year of 360 days and the actual number of days elapsed
      		 

      

      
      -15-
      		 

      
      			 		







 

	
      (including the first day but
      excluding the last day).  The Borrowers will pay to the Lender
      all customary issuance and other fees for issuing and processing Letters
      of Credit and for amendments to and processing of the Letters of
      Credit.





	
      
	
      
      (iv)			 Reimbursements.  The Borrowers
      shall be irrevocably and unconditionally obligated to immediately
      reimburse the Lender for any amounts paid by the Lender upon any demand
      for payment or drawing under any Letter of Credit, without presentment,
      demand, protest or other formalities of any kind.  All payments
      on the Reimbursement Obligations shall be made to Lender not later than
      2:00 p.m. on the first Business Day after the date of the corresponding
      payment under the Letter of Credit by the Lender; provided, that Lender
      has provided notice to the Borrowers prior to 11:00 a.m. on the first
      Business Day prior to such day that such payment is due.  In the
      event such notice is received after 11:00 a.m. on a Business Day, such
      payment shall be due not later than 1:00 p.m. on the second succeeding
      Business Day.  Subject to the other terms and conditions of this
      Agreement, such reimbursement may be made by Borrowers requesting a Loan
      under the Line of Credit in accordance with Section 2.2.2(b) hereof, the
      proceeds of which shall be credited against Borrowers' Reimbursement
      Obligations.





	
      
	
      
      (v)			 Reimbursement
      Obligations Absolute.  The
      Reimbursement Obligations of Borrowers under this Agreement shall be
      absolute, unconditional and irrevocable, and shall be performed strictly
      in accordance with the terms of the Loan Documents under all circumstances
      whatsoever and Borrowers hereby waive any defense to the payment of the
      Reimbursement Obligations based on any circumstance whatsoever, including,
      without limitation, in either case, the following
      circumstances:  (A) any lack of validity or enforceability of
      any Letter of Credit or any other Loan Document; (B) the existence of any
      claim, set-off, counterclaim, defense or other rights which any Loan Party
      or any other Person may have at any time against any beneficiary of any
      Letter of Credit, the Lender, or any other Person, whether in connection
      with any Loan Document or any unrelated transaction; (C) any statement,
      draft or other documentation presented under any Letter of Credit proving
      to be forged, fraudulent, invalid or insufficient in any respect or any
      statement herein being untrue or inaccurate in any respect whatsoever; (D)
      payment by the Lender under any Letter of Credit against presentation of a
      draft or other document that does not comply with the terms of such Letter
      of Credit; or (E) any other circumstance whatsoever, whether or not
      similar to any of the foregoing.  Notwithstanding any prepayment
      by Borrowers to Lender of all amounts due on account of Loans under the
      Line of Credit, or the expiration or termination of the availability of
      Loans under the Line of Credit, or the occurrence of the Maturity Date or
      a Default,  so long as any Letter of Credit, or any extension,
      amendment or renewal thereof, is outstanding, available and unexpired,
      whether or not draws have been made thereunder, it shall be deemed that
      sums are due and owing to Lender pursuant to this Agreement on account of
      the Reimbursement Obligations and Borrowers shall remain bound by all
      covenants, conditions, restrictions, and obligations set forth in this
      Agreement and the Loan Documents until such time as all amounts due
      hereunder have been repaid to Lender in full (other than contingent
      indemnification obligations) and no Letter of Credit is outstanding or in
      effect.





	
      
	
      
      (vi)			 Assumption
      of Risk by Borrowers.  As
      between the Borrowers and the Lender, the Borrowers assume all risks of
      the acts and omissions of, or misuse of any of the Letters of Credit by,
      the respective beneficiaries of such Letters of Credit.  In
      		 

      

      
      -16-
      		 

      
      			 		







 

	
      furtherance and not in
      limitation of the foregoing, subject to the provisions of the applications
      for the issuance of Letters of Credit, the Lender shall not be responsible
      for:





	
      
	
      
      (A)			 the
      form, validity, sufficiency, accuracy, genuineness or legal effect of any
      document submitted by any Person in connection with the application for
      and issuance of and presentation of drafts with respect to any of the
      Letters of Credit, even if it should prove to be in any or all respects,
      invalid, insufficient, inaccurate, fraudulent or
  forged;





	
      
	
      
      (B)			 the
      validity or sufficiency of any instrument transferring or assigning, or
      purporting to transfer or assign, any Letter of Credit or the rights or
      benefits thereunder or proceeds thereof, in whole or in part, which may
      provide to be invalid or ineffective for any
  reason;





	
      
	
      
      (C)			 the
      failure of the beneficiary of any Letter of Credit to comply duly with
      conditions required in order to draw upon such Letter of
    Credit;





	
      
	
      
      (D)			 errors,
      omissions, interruptions or delays in transmission or delivery of any
      messages, by mail, cable, telegraph, telex or otherwise, whether or not
      they be in cipher;





	
      
	
      
      (E)			 errors
      in interpretation of technical terms;





	
      
	
      
      (F)			 any
      loss or delay in the transmission or otherwise of any document required in
      order to make a drawing under any Letter of Credit or of the proceeds
      thereof;





	
      
	
      
      (G)			 the
      misapplication by the beneficiary of any Letter of Credit of the proceeds
      of any drawing under such Letter of Credit;
or





	
      
	
      
      (H)			 any
      consequences arising from causes beyond the control of the Lender,
      including, without limitation, any act of any Governmental
      Authority.




None of the foregoing shall
affect, impair, or prevent the investing of any of the Lender's rights or powers
under this Section 2.2.2(c).  The Borrowers shall
have a claim against the Lender and the Lender shall be liable to Borrowers, to
the extent of any direct (but not indirect, consequential or punitive) damages
suffered by the Borrowers which the Borrowers prove in a final nonappealable
judgment were caused by (A) the Lender's willful misconduct or gross negligence
in determining whether documents presented under any Letter of Credit complied
with the terms thereof or (B) the Lender's willful failure to pay under any
Letter of Credit after presentation to it of documentation strictly complying
with the terms and conditions of such Letter of Credit.  The Lender
may accept documents that reasonably appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary.		 

﻿		 

﻿		 




-17-		 


			 		





 


	
      
	
      
      2.3.			 Interest.





	
      
	
      
      2.3.1.			 Interest
      Rate.  The Loans shall
      bear interest on the outstanding principal amount thereof from the date
      when made until paid at the LIBOR Rate plus the Applicable
      Margin.
       In the event that Section 2.6.1 below shall become applicable, the
      Loans shall bear interest at the Base Rate, plus the Applicable
      Margin.  The variable rate of interest applicable to the Loans
      is subject to daily change.





	
      
	
      
      2.3.2.			 Calculation
      and Payment of Interest.  Interest
      shall be payable monthly in arrears on the first day of each
      month.  In addition to the foregoing, interest shall be due and
      payable upon repayment or prepayment of all or any portion of a
      Loan.  Interest shall be computed on the basis of a 360 day year
      and actual days elapsed.





	
      
	
      
      2.3.3.			 Applicable
      Margin.
       The term "Applicable
      Margin", when
      used herein with respect to the rate of interest to be charged on the Line
      of Credit, shall mean, at any time, sixty-five
      hundredths of one percent (0.65%).





	
      
	
      
      2.3.4.			 Default
      Rate.  Anything in
      this Agreement to the contrary notwithstanding, during the existence of
      any Event of Default hereunder, at the election of the Lender, the Loans
      shall bear interest at a rate equal to the sum of two percent (2%) per
      annum plus the rate of interest otherwise prevailing pursuant to Section
      2.3.1 above (the "Default
      Rate").





	
      
	
      
      2.4.			 Repayments
      and Prepayments.





	
      
	
      
      2.4.1.			 Scheduled
      Payments




Line
of Credit.  Until such time as
the Promissory Note becomes due and payable, the Borrowers shall make payments
of interest only on the then outstanding principal amount of the Line of Credit,
payable in arrears as set forth in Section 2.3.2.		 


	
      
	
      
      2.4.2.			 Payments
      of Loan on Maturity Date.  Notwithstanding
      anything else provided herein, all outstanding amounts of principal on the
      Line of Credit, together with all unpaid interest and fees related thereto
      and all other amounts payable under the Loan Documents, if not due and
      payable or paid before, shall be due and payable on the Maturity
      Date.





	
      
	
      
      2.4.3.			 Voluntary
      Prepayments of Loan.  Except
      as specifically set forth in this Agreement, the Borrowers shall be
      permitted to prepay the Line of Credit at any time without penalty or
      premium.





	
      
	
      
      2.4.4.			 Prepayments
      of Loan In Connection With Commitment Reductions.  The
      amount of the outstanding and unpaid advances of principal under the Line
      of Credit may not, at any time, exceed the amount of the
      Commitment.  Therefore, upon the effective date of each
      reduction in the Commitment (whether voluntary of otherwise), the
      Borrowers shall pay to the Lender a sum equal to the amount of the
      principal advances under the Line of Credit to the extent, if any, that
      the aggregate principal amount under the Line of Credit then outstanding
      exceeds the amount of the Commitment as so reduced, together with all
      interest accrued, on the principal sum
prepaid.







-18-		 


			 		





 


	
      
	
      
      2.4.5.			 Mandatory
      Prepayment of Loan.




Loans
under the Line of Credit.  If
at any time the outstanding principal balance under the Line of Credit exceeds
the Commitment, Borrowers shall immediately prepay and reduce, without need of
demand, from time to time, the outstanding principal balance by the amount of
such excess.		 


	
      
	
      
      2.4.6.			 Application
      of Prepayments and Repayments.  Unless
      otherwise provided in this Agreement, repayments and prepayments shall be
      applied first to costs, indemnities and fees (to the extent then payable)
      then to principal applied first to any Base Rate Loans then outstanding,
      then to outstanding LIBOR Rate Loans, and finally to provide cash
      collateral for Letters of Credit.  All mandatory prepayments
      under Section 2.4.5 shall be applied first to outstanding Loans under
      the Line of Credit (with a corresponding reduction in the
      Commitment) in
      the same order as the previous
sentence.





	
      
	
      
      2.4.7.			 Payments
      to Lender.





	
      
	
      
      (a)			 All
      payments on account of principal and interest on the Loans, the Unused
      Fees, and all other amounts otherwise payable by the Borrowers to the
      Lender under this Agreement, shall be made to the Lender in
      U.S.  Dollars which are immediately available by 3:00 p.m.
      (Harrisburg, Pennsylvania time), on the due date for such payment, at the
      Lender's principal office in Harrisburg, Pennsylvania specifying amount
      and date of payment, re: Borrowers (and if by wire transfer, in accordance
      with the instructions on the signature page to this Agreement executed by
      the Lender), or to such other accounts or Persons or at such other place
      as the Lender may direct in writing.  The Borrowers hereby
      authorize the Lender to (i) apply to the aforesaid payments, up to the
      amount of such payments, any portion of the balance of any account
      maintained by the Borrowers for the purpose of facilitating said payments,
      and/or (ii) cause the aforesaid payments to be made, if not paid by the
      Borrowers when due, by drawing under the loan facilities provided under
      this Agreement if available; notwithstanding the foregoing, any amounts
      not paid when due shall bear interest at the Default Rate, subject to the
      following sentence.  The failure by the Borrowers to make a
      payment by 3:00 p.m. shall not constitute an Event of Default if such
      payment is made on the due date; however, any payment made after such time
      on such due date shall be deemed made on the next Business Day for the
      purpose of interest and reimbursement
  calculations.





	
      
	
      
      (b)			 Borrowers
      authorize Lender to collect all principal, interest and fees due under the
      Line of Credit by charging Borrowers' deposit account number x3529 with
      Lender, or any other deposit account maintained by Borrowers with Lender,
      for the full amount thereof.  Should there be insufficient funds
      in any such deposit account to pay all such sums when due, the full amount
      of such deficiency shall be immediately due and payable by the
      Borrowers.





	
      
	
      
      2.5.			 Origination
      and Unused Fees.





	
      
	
      
      2.5.1.			 Unused
      Fee.  The Borrowers
      shall pay to the Lender quarterly in arrears on each Quarterly Payment
      Date and at any time there shall be a reduction in the amount of the
      Commitment and on the Maturity Date, a non-refundable unused fee (the
      "Unused
      Fee") 
      		 

      

      
      -19-
      		 

      
      			 		







 

	
      (calculated on the basis of
      a 365 day year and the actual days elapsed) equal to the product of the
      Unused Fee Rate times the average daily unborrowed portion of the amount
      of the Commitment during the period ended on such Quarterly Payment Date
      or such Commitment reduction date or Maturity Date, as the case may
      be.





	
      
	
      
      2.6.			 Additional
      Provisions Respecting Rates and Costs.





	
      
	
      
      2.6.1.			 Mandatory
      Suspension of LIBOR Rate.  The
      Lender's obligations to make or continue Loans at the LIBOR Rate shall be
      suspended, and all the Lender's outstanding Loans shall be converted into
      Loans at the Base Rate, if:





	
      
	
      
      (a)			 on
      or prior to the determination of the LIBOR Rate, the Lender determines
      that for any reason appropriate information is not available to it for
      purposes of determining the LIBOR
Rate;





	
      
	
      
      (b)			 the
      Lender determines that the LIBOR Rate as determined by the Lender would
      not accurately reflect the cost to the Lender of making or continuing
      Loans at the LIBOR Rate;





	
      
	
      
      (c)			 at
      any time, the Lender determines that any Regulatory Change makes it
      unlawful or impracticable for Lender to make or continue the LIBOR Rate,
      or to comply with its obligations hereunder in respect thereof;
      or





	
      
	
      
      (d)			 the
      Lender determines that, by reason of any Regulatory Change, the Lender is
      restricted, directly or indirectly, in the amount that it may hold of (i)
      a category of liabilities that includes deposits by reference to which, or
      on the basis of which, the interest rate is the LIBOR Rate or (ii) the
      category of assets that includes Loans at the LIBOR
  Rate.





	
      
	
      
      2.6.2.			 Regulatory
      Changes; Increased Costs.  If
      in the opinion of the Lender (a) any Regulatory Change shall directly or
      indirectly (i) reduce the amount of any sum received or receivable by the
      Lender on any Loan, (ii) impose a cost on the Lender or any Affiliate of
      the Lender that is attributable to the making or maintaining of, or the
      Lender's commitment to make, any Loan, (iii) require the Lender or any
      Affiliate of the Lender to make any payment on, or calculated by reference
      to, the gross amount of any amount received by the Lender under any Loan
      Document or (iv) reduce, or have the effect of reducing, the rate of
      return on any capital of the Lender or any Affiliate of the Lender that
      the Lender or such Affiliate is required to maintain on account of any
      Loan or the Lender's commitment to make any Loan and (b) such reduction,
      increased cost or payment shall not be fully compensated for by an
      adjustment in the applicable rates of interest payable under the Loan
      Documents, then, upon written request of the Lender, the Borrowers shall
      pay to the Lender such additional amounts as the Lender determines will,
      together with any adjustment in the applicable rates of interest payable
      hereunder, fully compensate it for such reduction, increased cost or
      payment.  Such additional amounts shall be payable, in the case
      of those applicable to prior periods, within thirty (30) days after
      request by the Lender for such payment and, in the case of those
      applicable to future periods, on the date specified in such
      request.  The Lender will promptly notify the Borrowers of any
      determination made by it referred to above, but the failure to give such
      notice shall not affect the Lender's right to such compensation;
      provided,  however, that the Borrowers shall
      not be required to pay such 		 

      

      
      -20-
      		 

      
      			 		







 

	
      additional amounts for any
      period ending prior to the date that is ninety (90) days prior to the
      giving of such notice.





	
      
	
      
      2.6.3.			 Capital
      Requirements.  If, in the
      determination of the Lender, the Lender or any Affiliate of the Lender is
      required, as a result of a Regulatory Change, to maintain capital on
      account of any Loan or the Lender's commitment to make any Loan, then,
      upon request by the Lender, the Borrowers shall from time to time
      thereafter pay to the Lender such additional amounts as the Lender
      determines will fully compensate for any reduction in the rate of return
      on the capital that the Lender or such Affiliate is so required to
      maintain on account of such Loan or commitment suffered as a result of
      such capital requirement.  Such additional amounts shall be
      payable, in the case of those applicable to prior periods, within thirty
      (30) days after request by the Lender for such payment and, in the case of
      those relating to future periods, on the dates specified in such request;
      provided, however, that the Borrowers shall not be required to pay such
      additional amounts for any period ending prior to the date that is ninety
      (90) days prior to the giving of such
notice.





	
      
	
      
      2.6.4.			 Determinations.  In making the
      determinations contemplated by this Section 2.6, the Lender may make
      such estimates, assumptions, allocations and the like that the Lender
      reasonably and in good faith determines to be appropriate, and the
      Lender's selection thereof in accordance with this Section 2.6, and
      the determinations made by the Lender on the basis thereof, shall be
      final, binding and conclusive upon the Borrowers, absent manifest
      error.  The Lender shall furnish to the Borrowers, at the time
      of any request for compensation under Subsections 2.6.2 or 2.6.3, a certificate
      outlining in reasonable detail the computation of any amounts claimed by
      it under said Subsection 2.6.2 or 2.6.3 and the
      assumptions underlying such computations, which shall include a statement
      of an officer of such Lender certifying that such request for compensation
      is being made pursuant to a policy adopted by such Lender to seek such
      compensation generally from customers similar to the Borrowers and having
      similar provisions in agreements with the
Lender.





	
      
	
      
      2.6.5.			 Change
      of Lending Office.  If
      an event occurs with respect to a Lending Office of the Lender that makes
      operable the provisions of Subsection 2.6.1 or requires a payment under
      Subsection 2.6.2
      or 2.6.3, the Lender shall use reasonable efforts to designate another
      Lending Office, the designation of which will reduce the amount the
      Borrowers are so obligated to pay, eliminate such operability or reduce
      the amount the Lender is so entitled to claim, provided,  however, that such designation
      would not, in the sole and absolute discretion of the Lender, be
      materially disadvantageous to the Lender in any manner or contrary to the
      Lender's policies.  Except as set forth in this
      Subsection 2.6.5,
      the Lender may designate any lending office as its Lending
      Office.





	
      
	
      
      2.7.			 Taxes.





	
      
	
      
      2.7.1.			 Taxes
      Payable by the Borrowers.  If
      any Tax is required to be withheld or deducted from, or is otherwise
      payable by the Borrowers in connection with, any payment due hereunder to
      the Lender that is not a "United
      States Person"
      (as such term is defined in Section 7701(a)(30) of the Code) the
      Borrowers (i) shall, if required, withhold or deduct the amount of such
      Tax from such payment and, in any case, pay such Tax to the appropriate
      taxing authority in accordance with applicable law and (ii) except in the
      case of any Bank Tax, shall pay 		 

      

      
      -21-
      		 

      
      			 		







 

	
      to the Lender such
      additional amounts as may be necessary so that the net amount received by
      the Lender with respect to such payment, after withholding or deducting
      all Taxes (other than Bank Taxes) required to be withheld or deducted, is
      equal to the full amount payable hereunder.  If any Tax is
      withheld or deducted from, or is otherwise payable by the Borrowers in
      connection with, any payment due to the Lender hereunder, the Borrowers
      shall furnish to the Lender the original or a certified copy of a receipt
      for such Tax from the applicable taxing authority within 30 days after the
      date of such payment (or, if such receipt shall not have been made
      available by such taxing authority within such time, the Borrowers shall
      use reasonable efforts to promptly obtain and furnish such
      receipt).  If the Borrowers fail to pay any Taxes, other than
      Bank Taxes, when due to the appropriate taxing authority or fail to remit
      to the Lender the required receipts, the Borrowers shall indemnify the
      Lender for any such Taxes, interest, penalties or additions to such Tax
      that may become payable by the Lender as a result of any such
      failure.





	
      
	
      
      2.7.2.			 Reimbursement
      of Taxes Payable by the Lender.  The
      Borrowers shall, promptly upon request by the Lender for the payment
      thereof, pay to the Lender an amount equal to (a) all Taxes (other than
      Bank Taxes and without duplication of amounts paid pursuant to the
      preceding Subsection 2.7.1) payable by the Lender with
      respect to any payment due to the Lender hereunder and (b) all Taxes
      (other than Bank Taxes) payable by the Lender as a result of payments made
      by the Borrowers (whether made to a taxing authority or to the Lender
      pursuant to Subsection 2.7.1 or this
      Subsection 2.7.2).  The
      Lender shall only require payment under this Subsection 2.7.2
      if such request for payment is made pursuant to a policy adopted by the
      Lender to seek such payments generally from customers similar to the
      Borrowers and having similar provisions in agreements with the
      Lender.





	
      
	
      Article
      3			 
CONDITIONS
      OF FUNDING





	
      
	
      
      3.1.			 Conditions
      to Funding.




The Lender's obligation to make
the initial Loans hereunder is subject to the fulfillment of each of the
following conditions, in each case to the reasonable satisfaction of the
Lender:		 


	
      
	
      
      3.1.1.			 Secretary's
      Certificate.  Each of the
      Borrowers shall have delivered, or caused to be delivered, a certificate
      of the Secretary or an Assistant Secretary of such Borrower and
      substantially in the form of Exhibit C, with specimen signatures
      of the authorized signatories to the Loan Documents, and to which shall be
      attached copies of the following, as applicable: articles, bylaws,
      resolutions, shareholder agreements, subscription agreements and other
      organizational documents referred to in such
  certificate;





	
      
	
      
      3.1.2.			 Organizational
      Documents.  Each of the
      Borrowers shall have delivered, or caused to be delivered, copies (which
      may be attached to the applicable aforesaid Secretary's certificate) of
      the certificate of incorporation or other formation document, as
      applicable, of such Borrower, in each case certified, as of a recent date,
      by the Secretary of State or other appropriate official of the
      jurisdiction of formation of such Borrower and a copy of such Borrowers'
      bylaws, operating agreement, or other organizational document, as
      applicable;







-22-		 


			 		





 


	
      
	
      
      3.1.3.			 Good
      Standing Certificate.  Each
      of the Borrowers shall have delivered, or caused to be delivered, a good
      standing or subsistence certificate issued as of a recent date (a) for
      such Borrower issued by the Secretary of State or other appropriate
      official of the jurisdiction of formation of such Borrower and (b) by the
      Secretary of State or other appropriate official of each jurisdiction
      where such Borrower is required to qualify to do business other than
      jurisdictions where failure to be so qualified would not reasonable be
      expected to cause a Material Adverse Effect and, if any such certificate
      is dated more than thirty (30) days prior to the Closing Date, evidence
      updating the information in such
certificate;





	
      
	
      
      3.1.4.			 The
      Note.  The Borrowers
      shall have delivered a duly executed Note payable to the Lender reflecting
      the aggregate principal amount of the
Loans;





	
      
	
      
      3.1.5.			 Projection.  The Borrowers
      shall provide to the Lender a projection (the "Projection") covering the three (3)
      year period commencing on the Closing Date, containing an income
      statement, cash flow and balance sheet of the Borrowers on a Consolidated
      basis and otherwise in form reasonably satisfactory to the
      Lender.  Such Projection shall fairly present the Borrowers'
      reasonable assessment at the time when made or delivered; of the financial
      prospects of the Borrowers for the periods covered.  The
      Borrowers represent and warrant that, to the Knowledge of the Borrowers,
      the assumptions used in such Projection are reasonable at the time when
      made or delivered.  It
      is acknowledged and agreed by Lender that to the extent included in any of
      the foregoing, projections, budgets, forward looking statements or
      estimates as to future events are inherently uncertain and are not to be
      viewed as facts and that actual results during the period or periods
      covered by the Projection may differ from projected
  results;





	
      
	
      
      3.1.6.			 Lien
      Searches, Etc.  The Lender
      shall have received:




certified copies of Requests for
Information or Copies (Form UCC-11) or other lien search reasonably acceptable
to the Lender listing the financing statements if any which name the Borrowers
(under their respective present names and any previous names) as debtor and
which are filed in their respective jurisdictions of formation, together with
copies of such financing statements;		 


	
      
	
      
      3.1.7.			 Officer's
      Compliance Certificate.  The
      Borrowers shall have delivered an Officer's Compliance Certificate dated
      as of the Closing Date which certificate shall specify, among other
      things, the financial covenant set forth in Section 6.1 after giving
      effect to the Loans to be made on the Closing Date in the form attached
      hereto as Exhibit D;





	
      
	
      
      3.1.8.			 Insurance.  The Borrowers
      shall have delivered a schedule of insurance coverage and such insurance
      certificates and endorsements as (and if) required by Section 7.4 of
      this Agreement;





	
      
	
      
      3.1.9.			 Consents
      and Approvals.  All corporate,
      shareholder, governmental, judicial and third party consents and approvals
      necessary in connection with this Agreement and the other Loan Documents
      and the related transactions shall have been obtained and become final
      orders, as applicable, and shall remain in full force and
      effect;





	
      
	
      
      3.1.10.			 Fees
      and Expenses.  The Borrowers
      shall have paid the fees, if applicable, required to be paid to the Lender
      on or prior to the Closing Date;







-23-		 


			 		





 


	
      
	
      
      3.1.11.			 Absence
      of Material Change and Litigation.  There
      shall be no Material Adverse Effect of the Borrowers or their Subsidiaries
      since July 28, 2016.  There shall be no material actions, suits,
      protests, reconsideration or proceedings pending, or to the knowledge of
      the Borrowers, threatened, against or affecting the Borrowers or any of
      their Subsidiaries before any court or before any governmental or
      administrative body or agency;





	
      
	
      
      3.1.12.			 Absence
      of Default; Truth of Representations.  The
      Borrowers shall have delivered a certificate of a duly authorized officer
      confirming that each of the conditions set forth in clause (a) and clause
      (c) of Section 3.2.1 below shall have been satisfied;
  and





	
      
	
      
      3.1.13.			 Termination
      of Existing Credit Facility.  Borrowers
      shall have delivered to Lender written confirmation satisfactory to Lender
      that the availability of loans and additional letters of credit under the
      Borrowers' existing credit facility with BB&T Bank have been
      terminated, but for the honoring of any draws that may be made on existing
      letters of credit.





	
      
	
      
      3.1.14.			 Additional
      Information.  The Lender
      shall have received such additional information and material as the Lender
      may reasonably request, including such additional agreements or
      certifications executed by the Borrowers or any other Loan Party as the
      Lender may reasonably request.





	
      
	
      
      3.2.			 Conditions
      to Each Loan.





	
      
	
      
      3.2.1.			 Conditions.  The obligation
      of the Lender to make any Loan, including the initial Loans on the Closing
      Date, is subject to fulfillment of each of the following conditions, in
      each case, unless otherwise specified, to the satisfaction of the
      Lender:





	
      
	
      
      (a)			 Absence
      of Default.  There shall
      not, either prior to or after giving effect to each such Loan, exist an
      Event of Default or a Default that has occurred and is
      continuing;





	
      
	
      
      (b)			 Borrowing
      Notice.  The Lender
      shall have received a borrowing notice if and as required by
      Section 2.2.2(b)
      above; and





	
      
	
      
      (c)			 Truth
      of Representations.  The
      representations and warranties of the Borrowers and each other Loan Party
      made in this Agreement and each other Loan Document shall be true and
      correct in all material respects as of the date each such Loan is made
      (both immediately prior to and after giving effect to said Loan) as if
      made on and as of such date, except to the extent that changes in the
      facts and conditions on which such representations and warranties are
      based do not result from an act or omission that constitutes a breach of
      any covenant set forth in this Agreement or in any other Loan Document and
      have been disclosed to the Lender in writing (and the Lender shall not
      have objected thereto).








	
      
	
      
      3.3.			 Methods of Satisfying Certain Conditions.




The request for, and
acceptance of, any Loan by the Borrowers shall be deemed to be a representation
and warranty by the Borrowers that the conditions specified in paragraphs (a)
and (c) of the preceding Subsection 3.2.1 have been satisfied.
 






-24-		 


			 		





 


	
      
	
      Article
      4			 
REPRESENTATIONS
      AND WARRANTIES





	
      
	
      
      4.1.			 Representations
      of
      Borrowers.




In order to induce the Lender to
enter into this Agreement and to make the Loan contemplated hereunder, the
Borrowers hereby make the following representations and warranties, which
representations and warranties shall survive the execution and delivery of this
Agreement, the Note and the other Loan Documents and shall not be affected or
waived by any inspection or examination made by or on behalf of the
Lender:		 


	
      
	
      
      4.1.1.			 Organization;
      Qualification.





	
      
	
      
      (a)			 Each
      Borrower is a duly organized corporation or limited liability company,
      validly existing and in good standing under the laws of its state of
      formation.  Each Borrower has the power and authority and all
      material governmental authorizations needed to own its property and assets
      and to transact the business in which it is engaged or presently proposes
      to engage.  Each Borrower is qualified to do business in each
      state or jurisdiction where the failure to so qualify would reasonably be
      expected to have a Material Adverse
Effect.





	
      
	
      
      (b)			 Schedule 4.1.1(b) attached hereto correctly
      sets forth, as of the Closing Date, the correct legal name of each
      Borrower and:  (i) its state of formation and (ii) each state in
      which it is qualified to do business.





	
      
	
      
      (c)			 Schedule
      4.1.1(c)
      attached hereto correctly sets forth as of the Closing Date, the correct
      legal name of each Subsidiary of the Borrowers and:  (i) its
      state of formation and (ii) each state in which it is qualified to do
      business.





	
      
	
      
      4.1.2.			 Ownership.  Weis Markets,
      Inc., a Borrower, is a publicly held corporation with common stock shares
      traded on the New York Stock Exchange under the symbol "WMK". 
      The ownership
      of such Borrower's issued and outstanding common stock is accurately
      reflected in its filings with the SEC.  Dutch Valley Food
      Company, LLC, Weis Transportation, LLC and WMK Financing, Inc. are
      wholly-owned subsidiaries of Weis Markets,
Inc.





	
      
	
      
      4.1.3.			 Power
      and Authority.  The Borrowers
      have the power to execute, deliver and carry out the terms and provisions
      of each of the Loan Documents to which each is a party, and Borrowers have
      taken all necessary action (including, without limitation, obtaining any
      consent of stockholders, partners or members required by law or by their
      respective organizational documents) to authorize the execution, delivery
      and performance of the Loan Documents to which each Borrower is a
      party.  This Agreement constitutes, and each of the other Loan
      Documents when delivered hereunder by the Borrowers and/or other Loan
      Parties, as applicable, will constitute, the authorized, valid and legally
      binding obligations of such Persons, enforceable against each of said
      Persons in accordance with their respective terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium or other similar laws affecting the enforcement of creditors'
      rights generally and by general principles of
  equity.







-25-		 


			 		





 


	
      
	
      
      4.1.4.			 No
      Violation of Agreements.  The
      Borrowers are not in default under the provisions of any agreement,
      indenture, franchise, license, permit, mortgage or deed of trust to which
      any of them is a party, which default would reasonably be expected to
      result in a Material Adverse Effect.  The execution and delivery
      of the Loan Documents, the consummation of the transactions contemplated
      by the Loan Documents and compliance with the terms and provisions of the
      Loan Documents, will not (a) violate in any material respect any provision
      of law or any injunction or any applicable regulation, order, writ,
      judgment or decree of any court or governmental department, commission,
      board, bureau, agency or instrumentality applicable to the Borrowers, or
      (b) conflict with or be inconsistent with, or result in any material
      breach of, any of the terms, covenants, conditions or provisions of, or
      constitute a default under, or result in the creation or imposition of (or
      the obligation to impose) any Lien upon any of the property or assets of
      the Borrowers, pursuant to the terms of any agreement, indenture,
      franchise, license, permit, mortgage or deed of trust to which any
      Borrower is a party or by which any Borrower may be bound, or to which any
      Borrower may be subject, or (c) violate any of the provisions of the
      articles of incorporation, bylaws or other organizational document of any
      Borrower.





	
      
	
      
      4.1.5.			 Consents.




No consent, approval or
authorization of Borrowers, or recording, filing, registration, notice or other
similar action with or to Borrowers, is required in order to insure the
legality, validity, binding effect or enforceability of any of the Loan
Documents except as may be required by the SEC and those which if not obtained
or made would not reasonably be expected to have a Material Adverse
Effect.		 


	
      
	
      
      4.1.6.			 Litigation.  There are no
      actions, suits, protests, reconsideration or proceedings pending, or to
      the knowledge of the Borrowers, threatened, against or affecting any
      Borrower before any court or before any governmental or administrative
      body or agency, wherein unfavorable decisions, rulings or findings
      individually or in the aggregate would reasonably be expected to have a
      Material Adverse Effect.





	
      
	
      
      4.1.7.			 No
      Burdensome Agreements; Material Agreements.





	
      
	
      
      (a)			 The
      Borrowers are not a party to or subject to any agreement or instrument or
      subject to any corporate or other restrictions which, assuming compliance
      by such Persons with the terms of such agreements or instruments, would
      reasonably be expected to have a Material Adverse Effect.  The
      Borrowers are not party to any agreement prohibited by Section 8.8
      below (dealing with limitations on restrictive
  covenants).





	
      
	
      
      (b)			 All
      contracts, instruments and other agreements with third parties,
      (including, without limitation, all agreements with suppliers and
      customers) that are necessary for the Borrowers to operate their business
      in the manner reflected in the Projections delivered pursuant to Section
      3.1.5 above are in full force and effect.  The Borrowers are in
      material compliance with each of the agreements referred to
      above.





	
      
	
      
      4.1.8.			 Condition
      of Property.  All of the
      material property, equipment and assets of the Borrowers necessary for the
      conduct of their business are in good repair, working order and condition,
      ordinary wear and tear and casualty and condemnation
    excepted.







-26-		 


			 		





 


	
      
	
      
      4.1.9.			 Title
      to Properties; Liens.  Except
      for Permitted Liens, the Borrowers have good and marketable title to their
      respective properties and assets necessary for the conduct of their
      business, including the properties and assets reflected in the most
      recently delivered financial statements or reports (except properties and
      assets disposed of since the date thereof in the ordinary course of
      business or subject to casualty or condemnation), free
      and clear of any Liens.





	
      
	
      
      4.1.10.			 Names.  The Borrowers
      do not operate or do business, or, within the past five years, have not
      operated or done business (whether by reason of a merger with another
      entity or otherwise), under a fictitious, trade or assumed name or has had
      a corporate or partnership name other than the names specified in
      Schedule 4.1.10.





	
      
	
      
      4.1.11.			 Business.  The Borrowers
      are engaged in the Permitted Business and no other
  business.





	
      
	
      
      4.1.12.			 Compliance
      with Law.  The Borrowers
      and to the knowledge of the Borrowers all officers, directors and other
      agents acting on behalf of Borrowers are in material compliance with all
      applicable law.





	
      
	
      
      4.1.13.			 Absence
      of Default.  There exists no
      Event of Default.





	
      
	
      
      4.1.14.			 Financial
      Statements; Projections; Material Adverse Change.




All financial reports and
statements delivered pursuant to this Agreement and all calculations for
financial covenant compliance and other calculations, projections (including
those required by Section 3.1.5 above), etc. performed by Borrowers hereunder
shall have been prepared in accordance with GAAP applied on a consistent basis
throughout the period specified and present fairly in all material respects the
financial position of the subject Persons, subject to normal year-end
adjustments and absence of foot-note disclosures for interim
reporting.  The Borrowers have on the date hereof no material
non-ordinary course of business contingent liabilities, material liabilities for
taxes (other than those not yet due and payable or permitted pursuant to Section
4.1.15),
unusual forward or long-term commitments or material unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in said balance sheets (including the footnotes thereof) as at said
dates.  Since the date of such financial reports and statements, no
event or condition has occurred which would reasonably be expected to result in
a Material Adverse Effect.  In any certificates delivered to the
Lender after the date of this Agreement which certify the truth and accuracy of
the representations, or at any time that these representations shall be deemed
restated, this representation shall be deemed to apply to financial reports and
statements which the Borrowers have most recently delivered to the Lender
pursuant to this Agreement.  It is acknowledged and agreed by Lender
that to the extent included in any of the foregoing, projections, budgets,
forward looking statements or estimates as to future events are inherently
uncertain and are not to be viewed as facts and that actual results during the
period or periods covered by the foregoing may differ from projected
results.		 


	
      
	
      
      4.1.15.			 Taxes.  The Borrowers
      have filed all United States Federal income tax returns and all other
      material Tax returns which are required to be filed by it and has paid all
      		 

      

      
      -27-
      		 

      
      			 		







 

	
      material Taxes due as set
      forth on such returns or pursuant to any assessment received by the
      Borrowers or any of their Affiliates and relating to the Borrowers, except
      such Taxes, if any, as are being contested in good faith by appropriate
      proceedings, if any, and as to which adequate reserves have been
      provided.  The charges, accruals and reserves on the books of
      the Borrowers in respect of Taxes and other governmental charges are, in
      the opinion of the Borrowers, adequate.  There is currently in
      effect no tax sharing, tax allocation or similar agreement to which the
      Borrowers are a party.  The respective Federal Tax
      Identification Numbers of the Borrowers
are:




Weis Markets, Inc.:24-0755415;
		 

Dutch Valley Food Company,
LLC:23-1658330;		 

Weis Transportation,
LLC:23-3099174; and		 

WMK Financing, Inc.:51-0407294.		 


	
      
	
      
      4.1.16.			 Indebtedness.  Schedule 4.1.16
      correctly describes as of the Closing Date all Indebtedness of the
      Borrowers outstanding or for which Borrowers or any Subsidiary have
      commitments, specifying which such Indebtedness is being repaid concurrent
      with the closing and which shall remain outstanding after the
      closing.  The Borrowers are not in default beyond any applicable
      grace period with respect to any Indebtedness or any instrument or
      agreement relating to such
Indebtedness.





	
      
	
      
      4.1.17.			 Federal
      Reserve Regulations.  No
      Indebtedness that is required to be, or will be, reduced or retired from
      the proceeds of the Loans was incurred for the purpose of purchasing or
      carrying any "margin stock" within the meaning of Regulation U of the
      Board of Governors of the Federal Reserve System (12 C.F.R. 221, as
      amended), and no proceeds of the Loans will be used to purchase or acquire
      any such margin stock.





	
      
	
      
      4.1.18.			 Investment
      Company Act.  None of the
      Borrowers are an "investment company," or a company "controlled" by an
      "investment company," within the meaning of the Investment Company Act of
      1940, as amended.





	
      
	
      
      4.1.19.			 Public
      Utility Holding Company Act.  None
      of the Borrowers are a "holding company," or a "subsidiary company" of a
      "holding company," or an "affiliate" of a "holding company" or of a
      "subsidiary company" of a "holding company," as such terms are defined in
      the Public Utility Holding Company Act of 1935, as
  amended.





	
      
	
      
      4.1.20.			 Compliance
      with ERISA.





	
      
	
      
      (a)			 The
      Borrowers do not maintain or contribute to any Plan except as disclosed in
      Schedule 4.1.20
      attached hereto.





	
      
	
      
      (b)			 Except
      as set forth on Schedule 4.1.20 hereto, each Plan which the
      Borrowers or any ERISA Affiliate of any such Person sponsors and which is
      intended to be qualified within the meaning of Section 401(a) of the
      Code is, as most recently amended, the subject of a favorable
      determination by the Internal Revenue Service with respect to its 
      		 

      

      
      -28-
      		 

      
      			 		







 

	
      qualification under
      Section 401(a) of the Code or an application for such determination
      within the applicable remedial amendment period has been
      filed.  Upon request, the Borrowers will furnish the Lender with
      a copy of the most recent actuarial report for each Employee Pension Plan,
      and each such report is accurate in all material
  respects.





	
      
	
      
      (c)			 Except
      as set forth on Schedule 4.1.20 attached hereto, the
      Borrowers and each ERISA Affiliate of the foregoing have operated each
      Plan in all material respects in compliance with the requirements of the
      Code and ERISA and the terms of each such
Plan.





	
      
	
      
      (d)			 Except
      as specifically disclosed in Schedule 4.1.20:  (1) no
      transaction has occurred with respect to any Plan in connection with which
      the Borrowers could be subject to either a material civil penalty assessed
      pursuant to Section 502(i) of ERISA or a material tax penalty imposed
      pursuant to Section 4975 of the Code, (2) there is no Accumulated
      Funding Deficiency with respect to any Employee Pension Plan, whether or
      not waived, or an unfulfilled obligation to contribute to any
      Multiemployer Plan, (3) no Employee Pension Plan has been terminated under
      conditions which resulted or could result in any material liability to the
      PBGC, (4) no material liability to the PBGC has been or is expected to be
      incurred by the Borrowers or any ERISA Affiliate of the foregoing with
      respect to any Plan except for required premium payments to the PBGC, (5)
      there has been (a) since January 1, 2009 no Reportable Event with respect
      to any Employee Pension Plan (except to the extent that the PBGC has
      waived such reporting requirement with respect to any such event), and (b)
      no event or condition which presents a material risk of termination of any
      Employee Pension Plan by the PBGC, in either case involving conditions
      which could result in any liability to the PBGC, (6) neither the Borrowers
      nor any ERISA Affiliate of the foregoing has incurred or anticipates
      incurring Withdrawal Liability with respect to any Multiemployer Plan, (7)
      no Multiemployer Plan is in reorganization to the knowledge of Borrowers
      or any ERISA Affiliate, (8) the Borrowers and each ERISA Affiliate of the
      foregoing has complied in all material respects with the continuation
      coverage requirements applicable to group health plans as set forth in
      requirements of COBRA and with the requirements applicable to group health
      plans as set forth in requirements of HIPAA, and (9) there is no unfunded
      benefit liability as defined in Section 4001(a)(18) of ERISA in
      respect of any Employee Pension Plan.





	
      
	
      
      (e)			 No
      liability (whether or not such liability is being litigated) has been
      asserted against the Borrowers or any ERISA Affiliate of the foregoing in
      connection with any Employee Pension Plan or any Multiemployer Plan by the
      PBGC other than for required premium payments to the PBGC, by a trustee
      appointed pursuant to Section 4042(b) or (c) of ERISA, or by a
      sponsor or an agent of a sponsor of a Multiemployer Plan (other than for
      required nondelinquent contributions to such Multiemployer Plan), and no
      Lien has been attached and no Person has threatened to attach a Lien on
      any of the Borrowers' or any ERISA Affiliate's property as a result of
      failure to comply with ERISA or as a result of the termination of any
      Employee Pension Plan.





	
      
	
      
      (f)			 Except
      as disclosed on Schedule 4.1.20 hereto, the Borrowers and
      each ERISA Affiliate has not terminated any Plan in the last ten years in
      a manner which could result in liability to the PBGC with respect to any
      benefit liability.  All assets under each such 		 

      

      
      -29-
      		 

      
      			 		







 

	
      terminated Plan have been
      distributed in accordance with ERISA, and all liabilities with respect to
      participants and beneficiaries under any such terminated Plan have been
      satisfied.





	
      
	
      
      4.1.21.			 Disclosure.  Neither this
      Agreement nor any other Loan Document contains any untrue statement of a
      material fact or omits to state a material fact necessary in order to make
      the statements contained in this Agreement and in such other Loan
      Documents not materially misleading in light of the circumstances under
      which such statements were made.





	
      
	
      
      4.1.22.			 Environmental
      Compliance.  The Borrowers
      represent that:





	
      
	
      
      (a)			 None
      of the current or former real property owned and/or occupied by the
      Borrowers have (i) ever been used by previous owners and/or operators, or
      (ii) ever been used by the Borrowers except in the normal course of the
      Permitted Business activities of the Borrowers and in full compliance with
      all Environmental Laws, to treat, produce, store, handle, transfer,
      process, transport or dispose of any Hazardous
  Substances;





	
      
	
      
      (b)			 There
      is no condition which exists on the current or former real property owned
      and/or occupied by the Borrowers which requires Remedial Action and there
      is not, nor has there ever been, a Release or threat of Release of any
      Hazardous Substance;





	
      
	
      
      (c)			 The
      Borrowers have not been notified of, or have Knowledge of any notification
      having been sent, filed or received with regard to, a Release on, into,
      about or beneath any current or former real property owned and/or occupied
      by the Borrowers or for which the Borrowers may be held liable with
      respect to any other property;





	
      
	
      
      (d)			 The
      Borrowers have not received nor has any reasonable basis to expect to
      receive a summons, citation, notice of violation, administrative order,
      directive, letter or other written communication, written or oral, from
      any judicial or administrative body or governmental or quasi-governmental
      authority concerning any intentional or unintentional action or omission
      related to the presence, generation, storage, transportation, handling,
      transfer, disposal or treatment of Hazardous Substances in violation of
      any Environmental Law or related to any Release or threat of Release of
      Hazardous Substances;





	
      
	
      
      (e)			 There
      are no "friable" (as that term is defined in regulations under the Federal
      Clean Air Act) asbestos or Asbestos-Containing Materials which have not
      been removed, repaired, encapsulated and/or maintained in accordance with
      accepted guidelines promulgated by the United States Environmental
      Protection Agency (and any other governmental authorities having
      jurisdiction) existing in any real property owned and/or occupied by the
      Borrowers and the Borrowers have complied with all applicable OSHA
      requirements relating to asbestos;





	
      
	
      
      (f)			 The
      Permitted Business activities of the Borrowers do not and never have
      involved the use, handling, clean up or removal of Asbestos-Containing
      Materials;
      and





	
      
	
      
      (g)			 No
      equipment containing polychlorinated biphenyls, including electrical
      transformers, are located on any real property owned and/or occupied by
      the Borrowers 		 

      

      
      -30-
      		 

      
      			 		







 

	
      in levels which exceed those
      permitted by any and all governmental authorities with jurisdiction over
      such premises and which are not properly labeled in accordance with
      requisite standards.





	
      
	
      
      4.1.23.			 Labor
      Matters.  There are no
      existing, or, to the best of Borrowers' knowledge, threatened or
      contemplated, strikes, slowdowns, picketing or work stoppages by any
      employees against the Borrowers, any lockouts by the Borrowers of any of
      their employees or any labor trouble or other occurrence, event or
      condition of a similar character which, individually or in the aggregate,
      would reasonably be expected to have a Material Adverse
    Effect.





	
      
	
      
      4.1.24.			 Solvency.  As of and from
      and after the date of this Agreement and after giving effect to the
      consummation of the transactions contemplated hereby, the Loan Parties on
      a Consolidated basis are Solvent.





	
      
	
      
      4.1.25.			 Intellectual
      Property Matters.  Borrowers and
      each Subsidiary owns or possesses rights to use all franchises, licenses,
      copyrights, copyright applications, patents, patent rights or licenses,
      patent applications, trademarks, trademark rights, trade names, trade name
      rights, and all other intellectual property in each case material to its
      business.  No event has to the knowledge of the Borrowers
      occurred which permits, or after notice or lapse of time or both would
      permit, the revocation or termination of any such rights, and no Borrower
      nor any Subsidiary thereof is to the knowledge of the Borrowers liable to
      any Person for infringement under Applicable Law with respect to any such
      rights as a result of its business operations, except where such
      revocation, termination or infringement would not reasonably be expected
      to have a Material Adverse Effect.





	
      
	
      Article
      5			 
FINANCIAL
      REPORTS AND INFORMATION




The Borrowers shall comply with
the following covenants so long as any Loan or any other amounts due under the
Loan Documents remain unpaid (other than contingent indemnification obligations)
or the Lender has a commitment to lend hereunder:		 


	
      
	
      
      5.1.			 Financial
      Data.





	
      
	
      
      5.1.1.			 Financial
      Information.  The Borrowers
      and each Subsidiary of the Borrowers will keep their books of account and
      financial statements in accordance with GAAP subject to normal year-end
      adjustments and absence of foot-note disclosures for interim reporting,
      reported on the basis of the Borrowers' Fiscal Year.  The
      Borrowers and each of their Subsidiaries will keep at all times books of
      record and account in which full, true and correct entries will be made in
      all material respects of all dealings or transactions in relation to their
      business and affairs.





	
      
	
      
      5.1.2.			 Certain
      Certificates to be Delivered.  As
      soon as practicable after the close of each fiscal quarter and each Fiscal
      Year of the Borrowers, and in any event no later than the date on which
      reports are required to be delivered for each such quarter or year, as
      provided in Subsection 5.1.4 below, the Borrowers shall
      deliver to Lender an Officer's Compliance Certificate with respect to the
      Fiscal Year or quarter covered by the companion report, and specifying the
      financial computations evidencing the determinations set forth
      therein.







-31-		 


			 		





 


	
      
	
      
      5.1.3.			 Annual
      Budget.  As soon as
      available and in any event not later than thirty (30) days after the
      beginning of each Fiscal Year of the Borrowers, the Borrowers shall
      deliver to the Lender a Consolidated budget for such Fiscal
      Year.





	
      
	
      
      5.1.4.			 SEC
      Filings and Other Disclosure.  Promptly
      upon their becoming available to any Borrower, but no later than the time
      periods set forth below in this section, the Borrowers shall deliver to
      the Lender a copy of all reports, SEC filings, including but not limited
      to Forms 10-K, 10-Q and 8-K, proxy statements, financial statements and
      other information distributed by the Borrowers to its stockholders,
      bondholders or the financial community generally.
       Delivery of such reports and information to the Lender shall be
      subject to the following respective delivery
  deadlines:





	
      ﻿
	
       

	
      Report
	
      Time Period for Delivery to
      Lender

	
      SEC 10-K
	
      120 days after Fiscal Year
      end

	
      SEC 10-Q
	
      60 days after fiscal quarter
      end

	
      SEC 8-K
	
      10 days after public
      availability

	
      All other reports required
      by section 5.1.4
	
      60 days after public
      availability




﻿		 

In lieu of furnishing Lender with
copies of the SEC 10-K and SEC 10-Q reports referred to in this Section 5.1.4,
the Borrowers may make available such reports to Lender by posting such reports
on the Borrowers' website or on the SEC's EDGAR website.		 

﻿		 


	
      
	
      5.2.
      			 Ongoing
      Reporting
      Requirements.




The Borrowers shall, in addition
to other reporting requirements set forth herein, deliver to the Lender the
following information:		 


	
      
	
      
      5.2.1.			 ERISA
      Information.




Upon request of the Lender, (i) a
copy of each annual report filed with respect to each Plan of the Borrowers or
any Subsidiary with the Internal Revenue Service, Secretary of Labor or the
PBGC, (ii) a copy of all material non-routine correspondence with the PBGC,
Secretary of Labor or any representative of the Internal Revenue Service with
respect to any Plan, and (iii) actuarial reports any such Person receives with
respect to any Employee Pension Plan;		 

As soon as possible (and in any
event within 5 days) after any officer of the Borrowers or any Subsidiary
thereof obtains knowledge that the Borrowers, any Subsidiary thereof or any
ERISA Affiliate has incurred or anticipates incurring Withdrawal Liability, or
that any material excise taxes have been assessed against the Borrowers, a
Subsidiary thereof or ERISA Affiliate in respect of any Plan, or that any
Multiemployer Plan is in reorganization or that any Reportable Event has
occurred with respect to any Employee Pension Plan except to the extent that the
PBGC has waived such reporting requirement with respect to such event or that
PBGC has instituted or will institute proceedings under Title IV of ERISA to
terminate any Employee Pension Plan or to appoint a trustee to administer any
Employee Pension Plan, a statement setting forth the details respecting such
situation;		 






-32-		 


			 		





 

Within the time required for notice to the PBGC under
Section 303(k)(4)(A) of ERISA, a notice concerning any lien arising under
Section 303(k) of ERISA in favor of any Plan;		 


	
      
	
      
      5.2.2.			 Notice
      of Defaults, Material Adverse Change, Etc.  Promptly,
      upon knowledge thereof, notice of (i) any Default or Event of Default or
      (ii) any event or condition which is reasonably likely to result in a
      Material Adverse Effect or (iii) any changes in facts or circumstances
      which make the representations and warranties set forth in this Agreement
      false or misleading in any material
respect;





	
      
	
      
      5.2.3.			 Certain
      Environmental Matters.  Promptly
      upon receipt thereof, any non-routine notice from the United States
      Environmental Protection Agency or any other federal or state agency or
      authority with jurisdiction over environmental matters and promptly after
      receiving the same, any environmental investigations, studies, audits,
      tests, reviews or other analyses in relation to any site or facility now
      or previously owned, operated or leased by any Loan Party.  The
      Borrowers will give notice of the assertion of any environmental claim by
      any Person against, or with respect to the activities of, the Borrowers or
      any of their Subsidiaries and notice of any alleged violation which is
      asserted by a Person that is not an agency or instrumentality of any state
      or federal government of or non-compliance with any Environmental Laws or
      any permits, licenses or authorizations or which involves or which may
      reasonably be expected to involve a Release or threat of Release of
      Hazardous Substances or Remedial Action, other than any environmental
      claim or alleged violation which is asserted by a Person that is not an
      agency or instrumentality of any state or federal government and which, if
      adversely determined, would not reasonably be expected to have a Material
      Adverse Effect;





	
      
	
      
      5.2.4.			 Litigation.  Promptly upon
      Borrowers' knowledge thereof, notice of all legal or arbitral proceedings,
      and of all proceedings by or before any governmental or regulatory
      authority or agency, and any material development in respect of such legal
      or other proceedings affecting the Borrowers or any of their Subsidiaries,
      except proceedings which, if adversely determined, would not reasonably be
      expected to have a Material Adverse
Effect;





	
      
	
      
      5.2.5.			 Miscellaneous.  With reasonable
      promptness, such other information respecting the business, operations and
      financial condition of the Borrowers or any Subsidiary thereof as the
      Lender may from time to time reasonably
request.





	
      
	
      
      5.3.			 Disclosure.




The Lender is hereby authorized to
show or deliver a copy of any financial report or statement or any other
information relating to the business, operations or financial condition of the
Borrowers or any Loan Party which may be furnished to the Lender or come to its
attention pursuant to this Agreement to any regulatory body or agency having
jurisdiction over the Lender, to the Lender's counsel, advisers and auditors,
and to any Person which shall, or has expressed an interest to, succeed to all
or any part of the Lender's interest in the Note, and/or this
Agreement.  Effective during the existence of an Event of Default, the
Lender and its counsel, advisors and auditors are hereby further authorized to
show or deliver a copy of such information to other Persons in connection with
protecting, preserving, exercising or enforcing any rights of the Lender in,
under or related to the Loan Documents.  Except as set forth above in
this 		 




-33-		 


			 		





 

Section 5.3 above, the Lender hereby covenants and
agrees to use commercially reasonable efforts to (a) maintain the
confidentiality of all information of a non-public nature submitted to it by the
Borrowers and other Loan Parties pursuant to the terms of this Agreement and the
other Loan Documents, and (b) ensure that its counsel, advisors, auditors,
prospective assignees and participants, and other persons referred to in this
Section 5.3 maintain the confidentiality of such information in similar
fashion.		 


	
      
	
      Article
      6			 
FINANCIAL
      COVENANTS




The
Borrowers shall comply with the following covenant so long as any Loan or any
other amounts due under the Loan Documents remain unpaid (other than contingent
indemnification obligations) or the Lender has a commitment to lend
hereunder:		 




	
      
	
      
      6.1.			 Minimum EBITDA.




The Borrowers, on a
Consolidated basis, shall maintain, at all times, minimum EBITDA of not less
than Seventy-Five Million Dollars ($75,000,000.00).  This covenant
shall be tested on the last day of each fiscal quarter of the Borrowers on a
trailing twelve (12) month basis based upon the reports required by Section
5.1.4 above.
 




	
      
	
      Article
      7			 
GENERAL
      AFFIRMATIVE COVENANTS




The Borrowers and their
Subsidiaries shall comply with each of the following covenants so long as any
Loan or any other amounts due under the Loan Documents remain unpaid (other than
contingent indemnification obligations) or the Lenders have a commitment to lend
hereunder.		 


	
      
	
      
      7.1.			 Existence.




Each of the Borrowers will at all
times preserve and keep in full force and effect its corporate existence and its
good standing in all states in which it is formed or required to qualify to do
business where failure to be so qualified would reasonably be expected to result
in a Material Adverse Effect.  Except for mergers and dispositions
expressly permitted by this Agreement, each Subsidiary of the Borrowers will at
all times preserve and keep in full force and effect its corporate or limited
liability company existence and its good standing in the state of its formation
and its good standing in each other state where the failure of qualify and
remain qualified would reasonably be expected to have a Material Adverse
Effect.		 


	
      
	
      
      7.2.			 Legal
      Requirements; Maintenance of Properties.




The Borrowers and each of their
Subsidiaries shall materially comply with all laws, ordinances or governmental
rules and regulations to which it is subject, including but not limited to ERISA
and Environmental Laws, and obtain or maintain all franchises, copyrights,
trademarks, patents or other governmental authorizations or approvals or
intellectual property rights necessary for the ownership of its properties and
the conduct of its businesses except where failure to do so would not reasonably
be expected to have a Material Adverse Effect.  The Borrowers and
their Subsidiaries will each maintain its properties in good repair, working
order and condition (ordinary wear and tear and casualty and condemnation events
excluded) and 		 




-34-		 


			 		





 

make or cause to be made in the Borrowers' reasonable
business judgment all appropriate and proper repairs, renewals, replacements,
additions and improvements thereto.		 





	
      
	
      
      7.3.			 Payment of Taxes and Claims.




The Borrowers and their Subsidiaries will
pay all material taxes, assessments and
other governmental charges imposed upon them or any of their properties or
assets or in respect of any of their franchises, business, income or profits
before any penalty or interest accrues thereon, and all material claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
might become a Lien upon any of their properties or assets except where such
taxes, assessments or governmental charges are being contested in good faith by
appropriate proceedings and adequate reserves have been set
aside.  The Borrowers shall not change their Fiscal Year without prior
written notice to the Lender.
 




	
      
	
      
      7.4.			 Insurance.





	
      
	
      
      7.4.1.			 Type
      of Insurance.  The Borrowers
      and each of their Subsidiaries will maintain or cause to be maintained
      with financially sound and reputable insurers, insurance (including,
      without limitation, business interruption, product and other liability,
      casualty, workers' compensation and umbrella insurance) with respect to
      the properties and business of the Borrowers or such Subsidiary, as the
      case may be, against loss or damage of the kinds customarily insured
      against by entities of established reputation engaged in the same or
      similar businesses and similarly situated, of such types and in such
      amounts as are customarily carried under similar circumstances by other
      such Persons and otherwise as is prudent for Persons engaged in conducting
      the business conducted by the Borrowers or such
  Subsidiary.





	
      
	
      
      7.4.2.			 Evidence
      of Insurance.  Copies of
      insurance policies or the related certificates shall be delivered to the
      Lender upon the Lender's request.







	
      
	
      
      7.5.			 Inspection.




Upon reasonable notice if no Event
of Default or Default shall exist and be continuing, or at any time with or
without notice after the occurrence and during the continuation of an Event of
Default or Default, the Borrowers and each Subsidiary of the Borrowers will
allow representatives of the Lender to visit it at any reasonable time during
normal business hours and inspect any of the properties of the Borrowers or such
Subsidiary, as the case may be, to examine the books of account and other
records and files of such Person, to make copies thereof and to discuss the
affairs, business, finances and accounts of such Person with its personnel and
accountants.
 





	
      
	
      
      7.6.			 Exchange
      of Note.




Upon receipt of a written notice
of loss, theft, destruction or mutilation of the Note (and, if requested by the
Borrowers, of a letter of indemnity from the Lender or its successors or
assigns) and upon surrender for cancellation such Note if mutilated (in which
event no indemnity shall be requested), the Borrowers shall execute and deliver
a new Note of like tenor in lieu of such lost, stolen, destroyed or mutilated
Note.		 

﻿		 


	
      
	
      7.7.
      			 Consistent
      Action.









-35-		 


			 		





 

The Borrowers and each Subsidiary of the Borrowers
shall exercise any and all voting or similar rights which it holds in any Person
in a manner consistent with adherence to the provisions of this Agreement and
the other Loan Documents.		 


	
      
	
      
      7.8.			 Use
      of Loan Proceeds.




Proceeds of the Loans shall be
used by the Borrowers only for the following purposes:  to finance
working capital, Acquisitions permitted hereunder and general corporate
purposes.		 




	
      
	
      
      7.9.			 Subsidiaries to be Wholly-Owned.




The Borrowers and
their Subsidiaries will take such action from time to time as shall be necessary
to ensure that each of the Borrowers' Subsidiaries is, directly or indirectly, a
wholly-owned Subsidiary of the Borrowers.  Without limiting the
generality of the foregoing, neither of the Borrowers nor any of their
Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock of
any Subsidiary owned by it, nor permit any such Subsidiary to issue any shares
of stock of any class whatsoever to any Person (other than to the Borrowers or
another Subsidiary of the Borrowers) if any of the foregoing actions would
result in there being Subsidiaries of the Borrowers that are not
wholly owned by the Borrowers.  Dutch Valley Food Company, LLC, Weis Transportation, LLC and WMK
Financing, Inc. are each a wholly-owned Subsidiary of Weis Markets, Inc.
 





	
      
	
      
      7.10.			 Maintenance of Certain Contracts and Other Rights.




The Borrowers and
each Subsidiary thereof shall maintain, preserve, protect and, when necessary,
renew all service marks, copyrights, trademarks, trade names and other rights
held by any of them and all agreements to which any of them are parties
including, without limitation, agreements with suppliers and with customers,
which are necessary to conduct the Permitted Businesses except where the failure
to do so would not reasonably be expected to result in a Material Adverse
Effect.
 




	
      
	
      
      7.11.			 Conduct of Business.




The Borrowers and
each of their Subsidiaries shall continue to operate, without interruption
within their control, the Permitted Business.  They shall conduct no
business other than the Permitted Business.
 




	
      
	
      
      7.12.			 Further
      Assurances.




Either prior to or after a Default
or an Event of Default, upon the reasonable request of the Lender, the Borrowers
and each Subsidiary of the Borrowers will duly execute and deliver or cause to
be duly executed and delivered, to the Lender such further instruments and do or
cause to be done such further acts as may be necessary or proper in the
reasonable opinion of the Lender to carry out more effectively the provisions
and purposes of this Agreement and the other Loan Documents.		 

7.13Bank
Accounts.
		 

 During such time as the Loan
shall remain unpaid (other than contingent indemnification obligations) and/or
any Obligations of the Borrowers under this Agreement, whether of payment or
performance, shall remain unfulfilled (other than contingent indemnification
obligations), 		 




-36-		 


			 		





 

Borrowers shall maintain their primary deposit
accounts, cash management accounts and treasury services with the Lender.
		 


	
      
	
      Article
      8			 
GENERAL NEGATIVE
      COVENANTS




The Borrowers and each of their
Subsidiaries shall comply with the following covenants so long as any Loan or
any other amounts due under the Loan Documents remain unpaid (other than
contingent indemnification obligations) or the Lenders have a commitment to lend
hereunder.		 


	
      
	
      
      8.1.			 Indebtedness.





	
      
	
      
      8.1.1.			 Limitations
      on Indebtedness.  Neither the
      Borrowers nor any Subsidiary will create, incur, assume, guarantee, permit
      to exist or otherwise become or remain directly or indirectly liable with
      respect to any Indebtedness except as
follows:





	
      
	
      
      (a)			 obligations
      under the Line of Credit (which may result in an increase of the
      Commitment, as provided in Section 2.2.2(a)(iv));





	
      
	
      
      (b)			 Indebtedness
      of a Subsidiary of the Borrowers owing to the Borrowers or to another
      Subsidiary of the Borrowers or Indebtedness of any Borrower to another
      Borrower or to one or more Subsidiaries of the Borrowers;
  





	
      
	
      
      (c)			 Indebtedness with respect to
      bonds or security deposits provided to utilities with respect to utilities
      services provided to Borrowers and their Subsidiaries in the ordinary
      course of business;





	
      
	
      
      (d)			 Indebtedness incurred as a
      result of endorsements for collections or deposits in the ordinary course
      of business;





	
      
	
      
      (e)			 Indebtedness in connection
      with the financing of insurance premiums in the ordinary course of
      business;





	
      
	
      
      (f)			 Indebtedness for bank
      overdrafts or returned items incurred in the ordinary course of business;
      





	
      
	
      
      (g)			 Indebtedness set forth on
      Schedule 4.1.16; and 





	
      
	
      
      (h)			 other
      Indebtedness of the Borrowers and their Subsidiaries in an aggregate
      principal amount not to exceed $40,000,000 of Indebtedness at any time
      outstanding.





	
      
	
      
      8.1.2.			 No
      Default.  No Indebtedness
      may be incurred by the Borrowers or any Subsidiary thereof unless
      immediately before and after giving effect to the incurrence of such
      Indebtedness, no Event of Default shall have occurred and be
      continuing.





	
      
	
      
      8.2.			 Liens.







-37-		 


			 		





 


	
      
	
      
      8.2.1.			 Limitation
      on Liens.  Neither the
      Borrowers nor any Subsidiary of the Borrowers will directly or indirectly,
      create, incur, assume or permit to exist any Lien on or with respect to
      any property or asset (including, without limitation, any document or
      instrument in respect of goods or accounts receivable) of the Borrowers or
      any such Subsidiary, except the following (the "Permitted
      Liens"):





	
      
	
      
      (a)			 Liens
      for taxes, assessments or other governmental charges not yet due or remain
      payable without penalty or which are being contested in good faith and by
      appropriate proceedings if adequate reserves with respect thereto are
      maintained on the books of the Borrowers or such Subsidiary, as the case
      may be, in accordance with GAAP;





	
      
	
      
      (b)			 statutory
      Liens of landlords and Liens of carriers, warehousemen, mechanics and
      materialmen incurred in the ordinary course of business for sums not yet
      due or the payment of which is not at the time required which are being
      contested in good faith and by appropriate proceedings if adequate
      reserves with respect thereto are maintained on the books of the Borrowers
      or such Subsidiary, as the case may be, in accordance with
    GAAP;





	
      
	
      
      (c)			 Liens
      (other than any Lien imposed by ERISA) incurred or deposits made in the
      ordinary course of business in connection with workers' compensation,
      unemployment insurance and other types of social security, or to secure
      the performance of statutory obligations and other similar obligations
      (exclusive of obligations for the payment of borrowed money) for which
      adequate reserves are maintained on the books of the relevant
      entity;





	
      
	
      
      (d)			 Liens
      arising out of judgments or awards with respect to which Borrowers shall
      be prosecuting an appeal in good faith and in respect of which a stay of
      execution shall have been issued and adequate reserves
      established;





	
      
	
      
      (e)			 Licenses,
      sublicenses, leases or subleases granted to others, easements,
      rights-of-way, restrictions and other similar charges or encumbrances on
      real property, in each case incidental to, and not interfering with, the
      ordinary conduct of the business of the Borrowers or any Subsidiary
      thereof and in each case not securing Indebtedness;
  





	
      
	
      
      (f)			 Liens in
      favor of collecting banks arising by operation of law under Section 4-210
      of the UCC or, with respect to collecting banks located in the State of
      New York, under Section 4-208 of the UCC; 






	
      
	
      
      (g)			 Liens in
      favor of customs and revenue authorities arising as a matter of law which
      secure payment of customs duties in connection with the importation of
      goods in the ordinary course of
business;





	
      
	
      
      (h)			 Liens on
      property acquired in an Acquisition permitted by Section 8.3(c)
      so long as such Lien only attaches to such property (and any replacements
      of such Liens applicable solely to such property), provided, that such
      Lien shall not have been incurred in contemplation of such Acquisition and
      such Lien secures Indebtedness permitted under clause (h) of subsection
      8.1.1;





	
      
	
      
      (i)			 Liens
      arising by operation of law or contract on insurance policies and proceeds
      thereof to secure premiums payable
thereunder;







-38-		 


			 		





 


	
      
	
      
      (j)			 Liens
      incurred by any Loan Party or its  Subsidiaries consisting of
      good faith deposits required in connection with any Investment permitted
      under Section 8.3,
      prepayments and security deposits in connection with leases, subleases,
      licenses, sublicenses, use and occupancy agreements, utility services and
      similar transactions entered into by the applicable Loan Party or
      Subsidiary of a Loan Party in the ordinary course of business and not
      required as a result of any breach of any agreement or default in payment
      of any obligation;





	
      
	
      
      (k)			 Liens on
      property, and only such property, which is the subject of an unconsummated
      asset purchase agreement in connection with an asset disposition permitted
      hereunder, which Liens arise solely under Article 2 of the UCC and secure
      the obligation of a Loan Party or any  Subsidiary of a Loan
      Party under such agreement;





	
      
	
      
      (l)			 Liens
      securing Indebtedness (not in default) described in clause (g) of
      Subsection 8.1.1,
      but only to the extent such Indebtedness is either purchase money
      indebtedness, operating lease  or Capital Lease obligations,
      provided, however, that such Liens shall encumber only the property
      acquired with the proceeds of such Indebtedness or subject to any such
      operating lease or Capital Leases;
and





	
      
	
      
      (m)			 other
      Liens not otherwise permitted by clauses (a) through (l) above securing
      Indebtedness permitted pursuant to Section 8.1.1 above and in an amount
      not to exceed $1,000,000 in the aggregate at any time
      outstanding.





	
      
	
      
      8.2.2.			 Limitation
      on Negative Pledge.  The
      Borrowers shall not permit or suffer to exist any negative pledge covenant
      or agreement similar to that contained in Section 8.2.1 of this Agreement,
      restricting the rights of the Borrowers for the benefit of any Person
      other than the Lender.







	
      
	
      
      8.3.			 Investments and Acquisitions.




Absent the prior
written consent of the Lender (such consent not to be unreasonably withheld,
conditioned or delayed), neither the Borrowers nor any Subsidiary of the
Borrowers shall directly or indirectly, make or permit to exist or enter into
any agreement or make any Investment or make any Acquisition, except:
 





	
      
	
      
      (a)			 Investments
      existing as of the Closing Date;





	
      
	
      
      (b)			 the
      Borrowers or any such Subsidiary may purchase marketable securities,
      marketable debt instruments, and marketable mutual funds, financial assets
      and investment property, which in each case are traded in public exchanges
      or markets and for which there are quoted prices;






	
      
	
      
      (c)			 Acquisitions,
      provided,  however, that no single Acquisition
      shall require payment by the Borrowers and/or any of their Subsidiaries
      (in the aggregate) of total consideration (including debt assumption) in
      excess of Thirty-Five Million Dollars ($35,000,000.00) nor shall all
      Acquisitions by the Borrowers and any of their Subsidiaries (occurring
      after the Closing Date and in the aggregate) require payment of total
      consideration (including debt assumption) in excess of Seventy Million
      Dollars ($70,000,000.00); 





	
      
	
      
      (d)			 Investments by any Loan
      Party in any other Loan Party; 







-39-		 


			 		





 


	
      
	
      
      (e)			 Investments received as the
      non-cash portion of consideration received in connection with transactions
      permitted pursuant to Section 8.3(c);
       





	
      
	
      
      (f)			 Investments acquired in
      connection with the settlement of delinquent accounts in the ordinary
      course of business or in connection with the bankruptcy or reorganization
      of suppliers or customers; 





	
      
	
      
      (g)			 Investments consisting of
      notes receivables of, or prepaid royalties and other credit extensions, to
      customers and suppliers who are not Affiliates, in the ordinary course of
      business; 





	
      
	
      
      (h)			 (i) bank
      deposits and Investments in securities accounts in the ordinary course of
      business, (ii) accounts receivables owing if created or acquired in the
      ordinary course of business and payable or dischargeable in accordance
      with customary terms, (iii) endorsement of negotiable instruments held for
      collection in the ordinary course of business, and (iv) lease, utility,
      pledges and other similar deposits in the ordinary course of
      business;





	
      
	
      
      (i)			 Capital
      Expenditures; 





	
      
	
      
      (j)			 loans or
      advances to employees, directors and officers in the ordinary course of
      business; and





	
      
	
      
      (k)			 other
      Investments not to exceed $1,000,000 in the aggregate at any time
      outstanding.





	
      
	
      
      8.4.			 Transactions
      with
      Affiliates.




Neither the Borrowers nor any
Subsidiary thereof, on the one hand, will, directly or indirectly, engage in any
transaction with any Affiliate of the Borrowers or of any Subsidiary, (but
exclusive of the Borrowers or any Subsidiary, itself), on the other hand, on
terms that are less favorable to the Borrowers or such Subsidiary, as the case
may be, than those which might be obtained at the time from Persons which are
not affiliated other than:		 


	
      
	
      
      (a)			 any
      issuances of awards or grants of equity securities, stock options, and
      stock ownership plans, or loans or advances to employees, officers or
      directors relating to the purchase of shares of stock of the Loan Parties
      pursuant to employee stock purchase plans or agreements;
  and





	
      
	
      
      (b)			 loans or
      advances to employees of Loan Parties for travel, entertainment and
      relocation expenses and other ordinary business purposes in the ordinary
      course of business.





	
      
	
      
      8.5.			 Sales
      or
      Other Dispositions of Assets, Etc.




Neither the Borrowers nor any
Subsidiary of the Borrowers will, absent the Lender's prior written consent
(such consent not to be unreasonably withheld, conditioned or delayed), directly
or indirectly:  (a) consolidate with or merge into any other Person
other than another Loan Party; (b) sell, lease, abandon or otherwise transfer or
dispose of any substantial 		 




-40-		 


			 		





 

amount of its assets or property, or sell, lease,
abandon or otherwise transfer or dispose of any of its assets or property of any
nature except in each case in the ordinary course of its business or to another
Loan Party; or (c) enter into any agreement to do any transaction prohibited by
the terms of this Section 8.5, in each case other than: 		 


	
      
	
      
      (i)			 transfers of property
      subject to casualty or condemnation proceeding (including in lieu
      thereof);





	
      
	
      
      (ii)			 the
      abandonment of intellectual property rights which, in the reasonable good
      faith determination of the Borrowers, are no longer used or useful to the
      business of any Loan Party and its Subsidiaries;
  and





	
      
	
      
      (iii)			 issuances and sales of stock
      by the Loan Parties and their Subsidiaries to the extent not prohibited
      hereunder.





	
      
	
      
      8.6.			 Management;
      Control.




Neither the Borrowers nor any
Subsidiary of the Borrowers shall (a) enter into any management agreement with
any Person that gives such Person the right to manage any business owned by the
Borrowers or such Subsidiary, (b) directly or indirectly pay or accrue to an
entity any sum or property for fees for management or similar services rendered
in connection with the operation of a business, or (c) undergo a Change in
Control.		 


	
      
	
      
      8.7.			 Compliance
      with
      Federal Reserve Regulations.




Neither the Borrowers nor any
Subsidiary of the Borrowers will directly or indirectly, take or permit to be
taken any action which would result in the Loans or the carrying out of any of
the other transactions contemplated by this Agreement, being violative of
Regulation U (12 C.F.R. 221, as amended) or of Regulation T (12 C.F.R. 220, as
amended) or of Regulation X (12 C.F.R. 224, as amended) or any other regulation
of the Board of Governors of the Federal Reserve System.		 


	
      
	
      
      8.8.			 Limitations
      on
      Restrictive Covenants.




Neither the Borrowers nor any
Subsidiary of the Borrowers will enter into any agreements which provide for, or
otherwise place any restriction, directly or indirectly, on (a) the right or
ability of the Borrowers or any such Subsidiary to create or suffer to exist any
Liens (other than Permitted Liens) or (b) the right or ability of any such
Subsidiary to pay dividends or make other payments to the Borrowers or other
Subsidiaries of the Borrowers.		 


	
      
	
      
      8.9.			 Environmental
      Matters.




Neither the Borrowers nor any
Subsidiary of the Borrowers shall (a) use or permit any Person to use any of the
real property owned or occupied by the Borrowers or any such Subsidiary for the
purposes of treating, producing, handling, transferring, processing,
transporting, disposing, storing or otherwise causing or threatening a Release
of Hazardous Substances, in violation of any Environmental Laws, (b) cause or
knowingly permit to exist as the result of an intentional or unintentional
action or omission on the part of the Borrowers or 		 




-41-		 


			 		





 

any such Subsidiary or any other Person who occupies
any real property owned or occupied by the Borrowers or any such Subsidiary, a
Release from, about, under or on any real property owned or occupied by
Borrowers or such Subsidiary of any Hazardous Substance except in the normal
course of the Permitted Business activities of the Borrowers or applicable
Subsidiary and in full compliance with all Environmental Law, or (c) cause,
contribute to or become potentially liable for a Release or threat of a Release
of Hazardous Substances at any site or property listed or proposed for listing
on the National Priorities List under CERCLA, or the Comprehensive Environmental
Response, Compensation and Liability Information System List or on any similar
state or foreign list of sites targeted for or requiring investigation or
Remedial Action.		 


	
      
	
      
      8.10.			 ERISA.




Each of the Borrowers and the
Subsidiaries thereof will not, and will not permit any of its ERISA Affiliates
or any employees of Borrowers, the Subsidiaries thereof or any ERISA Affiliate
who are fiduciaries with respect to an employee benefit plan as defined in
Section 3(3) of ERISA to, take any of the following actions or permit any
of the following events to occur if such action or event could cause the
Borrowers, any Subsidiary thereof or any ERISA Affiliates of any of the
foregoing to be liable for any material tax, penalty, or other liability:
		 


	
      
	
      
      (a)			 engage
      in any transaction in connection with which the Borrowers, any Subsidiary
      thereof or any ERISA Affiliate could be subject to either a civil penalty
      assessed pursuant to Section 502(i) of ERISA or a tax imposed by
      Section 4975 of the Code;





	
      
	
      
      (b)			 terminate
      any Employee Pension Plan in a manner, or take any other action or fail to
      take any action, which could result in any liability of Borrowers or any
      ERISA Affiliate to the PBGC other than required nondelinquent premium
      payments;





	
      
	
      
      (c)			 fail
      to make full payment when due of all amounts which, under the provisions
      of any Plan, the Borrowers, any Subsidiary thereof or any ERISA Affiliate
      is required to pay as contributions thereto, or permit to exist any
      Accumulated Funding Deficiency, whether or not waived, with respect to any
      Employee Pension Plan;





	
      
	
      
      (d)			 fail
      to comply with the requirements of COBRA or
HIPAA;





	
      
	
      
      (e)			 withdraw
      from any Multiemployer Plan, if such withdrawal would result in the
      imposition of a material Withdrawal Liability;
or





	
      
	
      
      (f)			 fail
      to comply with the reporting and disclosure requirements of ERISA if such
      failure could result in the assessment of a material civil penalty by the
      Secretary of Labor under §502(c) of ERISA;
or





	
      
	
      
      (g)			 fail
      to operate each Plan in all material respects in compliance with the
      requirements of the Code and ERISA and the terms of each Plan if such
      failure could result in disqualification of such Plan or in payment of a
      material monetary sanction to the Internal Revenue Service under its
      Closing Agreement Program.




As used in this Section,
"material" shall mean an amount in excess of $2,000,000.		 




-42-		 


			 		





 


	
      
	
      
      8.11.			 Sale
      and
      Leaseback.




The Borrowers shall not, absent
the Lender's prior written consent (such consent not to be unreasonably
withheld, conditioned or delayed), sell, transfer, or otherwise dispose of, any
real or personal property to any Person and thereafter directly or indirectly
lease back such property (each a "Sale-Leaseback"), other than Sale-Leasebacks in
an amount not to exceed $30,000,000 in the aggregate at any time
outstanding.		 


	
      
	
      
      8.12.			 Limitations
      on
      Changes in Lines of Business.




Neither the Borrowers nor any
Subsidiary shall engage in any business other than a Permitted Business.
		 


	
      
	
      Article
      9			 
EVENTS
      OF DEFAULT





	
      
	
      
      9.1.			 Events
      of
      Default.




"Event
of Default" wherever
used herein means any one of the following events (whatever the reason for such
Event of Default, whether it shall be voluntary or involuntary and whether it
shall be by action or inaction, by operation of law, pursuant to a court order
or any rule or regulation of any administrative or governmental instrumentality
otherwise):		 


	
      
	
      
      9.1.1.			 Failure
      to Pay Principal.  If the
      Borrowers shall fail to make any payment of the principal of any Loan on
      the date when the same shall become due and payable, whether at stated
      maturity or at a date fixed for any installment or prepayment thereof or
      otherwise; or





	
      
	
      
      9.1.2.			 Failure
      to Pay Interest, Fees and Other Amounts.  If
      the Borrowers shall fail to make any payment of interest on any Loan or
      Unused Fees or any other amounts owing hereunder (other than principal of
      the Loans) on the dates when such interest, Unused Fees or other amounts
      shall become due and payable and such failure shall continue for three (3)
      days after the date when such amount was due and payable;
  or





	
      
	
      
      9.1.3.			 Cross-Default.





	
      
	
      
      (a)			 If
      the Borrowers or any Subsidiary thereof shall default (as payor or
      guarantor or other surety) in the payment of any principal of or premium
      or interest on or any other amount due in respect of any Indebtedness
      (other than the obligations under the Loan Documents), including, without
      limitation, any direct or contingent reimbursement obligations arising on
      account of the issuance of a letter of credit, and the underlying
      obligation with respect to which a default has occurred aggregates
      Ten
      Million-Dollars ($10,000,000.00)
      or more or could result in a required payment of Ten Million Dollars
      ($10,000,000.00) or more and such default, event or condition shall
      continue for more than the period of grace, if any, specified in the
      relevant agreement or instrument and shall not have been waived pursuant
      thereto or which are being contested in good faith by appropriate
      proceedings; or if any event shall occur or condition shall exist which
      would permit, or shall have caused, the acceleration of the payment, time
      for payment or maturity of any of the foregoing obligations, and such
      default, event or condition shall continue for more than the period of
      grace, if any, specified in the relevant 		 

      

      
      -43-
      		 

      
      			 		







 

	
      agreement or instrument and
      shall not have been waived pursuant thereto or which are being contested
      in good faith by appropriate proceedings;
or





	
      
	
      
      (b)			 If
      the Borrowers or any Subsidiary of the Borrowers shall default in a
      payment or performance of any obligation (except obligations which are
      covered in Subsections 9.1.1, 9.1.2 or clause (a)
      of this Subsection 9.1.3) under any contract or
      agreement, whether now or hereafter incurred, which default (singly, or
      together with any other such defaults in a 12 month period) could result
      in a required payment of Ten Million Dollars ($10,000,000.00) or more, and
      such default (or defaults) shall continue for more than the period of
      grace, if any, specified in the contract or agreement, and such default
      shall not have been waived pursuant to the terms thereof or which are
      being contested in good faith by appropriate proceedings;
  or





	
      
	
      
      9.1.4.			 Representations
      and Warranties Untrue.  If
      any representation or warranty made by the Borrowers or any other Loan
      Party in this Agreement or in any other Loan Document shall be false or
      misleading in any material respect when made or deemed made;
    or





	
      
	
      
      9.1.5.			 Covenant
      Defaults.





	
      
	
      
      (a)			 If
      there shall occur a default in the due performance or observance of any
      term, covenant or agreement to be performed or observed pursuant to any of
      Subsection 5.2.2
      or 5.2.3, Article 6, Section 7.1, 7.3, 7.4, 7.8 or Article
      8; or if there shall occur a
      default in the due performance or observance of any term, covenant or
      agreement to be performed or observed pursuant to any of Section 5.1,
      Section 5.2, Section 7.5, or 7.10 which shall continue unremedied for
      a period of fifteen (15) days; or





	
      
	
      
      (b)			 If
      there shall occur any default in the due performance or observance of any
      term, covenant or agreement to be performed or observed pursuant to the
      provisions of this Agreement other than as provided in
      Subsections 9.1.1, 9.1.2 or 9.1.5(a) and, if capable of being
      remedied, such default shall continue unremedied for a period of thirty
      (30) days; or





	
      
	
      
      9.1.6.			 Invalidity
      or Noncompliance With Loan Documents.  If
      any of the Loan Parties shall fail to perform any of its obligations under
      any of the Loan Documents (other than as set forth in Section 9.1.5
      above) (after taking into account any applicable cure period set forth in
      such agreements), or if the validity of this Agreement or any of the other
      Loan Documents shall have been challenged or disaffirmed by or on behalf
      of any of the Loan Parties or if any of the Loan Documents shall cease to
      be in full force and effect (other than pursuant to its terms);
      or





	
      
	
      
      9.1.7.			 Judgment.  One
      or more judgments for the payment of money in excess of Ten Million
      Dollars ($10,000,000.00) in the aggregate shall be rendered against the
      Borrowers, any Subsidiary or any combination thereof (to the extent not
      paid or covered by a reputable and solvent independent third-party
      insurance company which has not disputed coverage) and the same shall
      remain unbonded, unsatisfied, unvacated, undischarged or unpaid for a
      period of sixty (60) consecutive days during which execution shall not be
      effectively stayed, or any action shall be legally taken by a judgment
      creditor to attach or levy upon any assets of the Borrowers or any
      Subsidiary to enforce any such judgment and such action shall not be
      stayed; or







-44-		 


			 		





 


	
      
	
      
      9.1.8.			 Insolvency,
      Bankruptcy, Etc.  If the
      Borrowers or any Subsidiary of the Borrowers shall suspend or discontinue
      its business; if the Borrowers or any Subsidiary of the Borrowers shall
      make an assignment for the benefit of creditors or a composition with
      creditors, shall generally not be paying its debts as they mature, shall
      admit its inability to pay its debts as they mature, shall file a petition
      in bankruptcy, shall become insolvent (howsoever such insolvency may be
      evidenced), shall be adjudicated insolvent or bankrupt, shall petition or
      apply to any tribunal for the appointment of any receiver, custodian,
      liquidator or trustee of or for it or any substantial part of its property
      or assets, shall commence any proceeding relating to it under any
      bankruptcy, reorganization, arrangement, readjustment of debt,
      receivership, dissolution or liquidation law or statute of any
      jurisdiction, whether now or hereafter in effect; or if there shall be
      commenced against the Borrowers, or any Subsidiary of the Borrowers, any
      such proceeding and the same shall not be dismissed within sixty (60) days
      or an order, judgment or decree approving the petition in any such
      proceeding shall be entered against the Borrowers or any Subsidiary of the
      Borrowers; or if the Borrowers or any Subsidiary of the Borrowers shall by
      any act or failure to act indicate its consent to, approval of or
      acquiescence in, any such proceeding or any appointment of any receiver,
      custodian, liquidator or trustee of or for it or for any substantial part
      of its property or assets, or shall suffer the appointment of any
      receiver, liquidator or trustee, or shall take any corporate action for
      the purpose of effecting any of the foregoing; or if any court of
      competent jurisdiction shall assume jurisdiction with respect to any such
      proceeding and the same shall not be dismissed within sixty (60) days or
      if a receiver or a trustee or other officer or representative of a court
      or of creditors, or if any court, governmental office or agency, shall,
      under color of legal authority, take and hold possession of any
      substantial part of the property or assets of the Borrowers or any
      Subsidiary of the Borrowers and shall not have relinquished possession
      within sixty (60) days, or if the Borrowers or any Subsidiary of the
      Borrowers shall have concealed, removed, or permitted to be concealed or
      removed, any part of its property, with intent to hinder, delay or defraud
      its creditors, or any of them, or shall have made or suffered a transfer
      of any of its property which may be fraudulent under any bankruptcy,
      fraudulent conveyance or similar law, or if the Borrowers or any
      Subsidiary of the Borrowers shall have made any transfer of its property
      to or for the benefit of a creditor which constitutes a preferential
      transfer under any bankruptcy or similar law, or if the Borrowers or any
      Subsidiary of the Borrowers shall have suffered or permitted, while
      insolvent, any creditor to obtain a Lien upon any of its property through
      legal proceedings or distraint; or





	
      
	
      
      9.1.9.			 Change
      of Control.  If there shall
      occur a Change of Control.





	
      
	
      
      9.2.			 Acceleration;
      Remedies.





	
      
	
      
      9.2.1.			 General
      Remedies.  Upon the
      occurrence of any event described in Subsection 9.1.8 (Insolvency, Bankruptcy,
      Etc.), the entire unpaid principal balance of the Note, and interest
      accrued and premium, if any, thereon, and any unpaid accrued Unused Fees
      and all other amounts payable hereunder and under the other Loan
      Documents, shall be immediately due and payable by the Borrowers and the
      Commitment shall terminate.  Such principal and interest,
      premium and fees shall thereupon become and be immediately due and payable
      without presentation, demand, protest, notice of protest or other notice
      of dishonor of any kind, all of which are hereby expressly waived by the
      Borrowers.  Upon the occurrence of any other Event of Default,
      or at any time thereafter, if any Event of Default shall then be
      continuing, the Lender may, by written notice to the Borrowers, declare
      the entire unpaid principal balance of the Note, 		 

      

      
      -45-
      		 

      
      			 		







 

	
      and interest accrued and
      premium, if any, thereon and any unpaid accrued Unused Fees and all other
      amounts payable hereunder and under the other Loan Documents, to be
      immediately due and payable by the Borrowers and/or may terminate the
      Commitment.  Such principal and interest, premium, fees and
      other amounts shall thereupon become and be immediately due and payable,
      without presentation, demand, protest, notice of protest or other notice
      of dishonor or other notice of any kind, all of which are hereby expressly
      waived by the Borrowers.  In the event of any such acceleration,
      the Lender (acting directly or through the appointment of one or more
      trustees or agents of Lender's choosing) may proceed to protect and
      enforce its rights under the Loan Documents in any manner or order it
      deems expedient without regard to any equitable principles of marshalling
      or otherwise.





	
      
	
      
      9.2.2.			 Equitable
      Remedies.  It is agreed
      that, in addition to all other rights hereunder or under law, the Lender
      shall have the right to institute proceedings in equity for the specific
      performance of any covenant or agreement made in any of the Loan Documents
      or for an injunction against the violation of any of the terms of any of
      the Loan Documents or in aid of the exercise of any power granted in any
      of the Loan Documents or by law or
otherwise.





	
      
	
      
      9.2.3.			 Remedies
      Cumulative.  All rights and
      remedies given by this Agreement, the Note and the other Loan Documents
      are cumulative and not exclusive of any of such rights or remedies or of
      any other rights or remedies available to the Lender, and no course of
      dealing between the Borrowers and/or any Subsidiary thereof, on the one
      hand, and the Lender, on the other hand, or any delay or omission in
      exercising any right or remedy shall operate as a waiver of any right or
      remedy, and every right and remedy may be exercised from time to time and
      as often as shall be deemed appropriate by the
  Lender.





	
      
	
      Article
      10			 
MISCELLANEOUS





	
      
	
      
      10.1.			 Notices.





	
      
	
      
      (a)			 All
      notices, requests and demands to or upon the respective parties hereto
      shall be deemed to have been given or made (i) two days after deposited in
      the United States mail, postage prepaid, (ii) on the next Business Day
      after it is sent by courier system providing for receipt of delivery,
      (iii) when sent, if sent by telecopy before 4:00 p.m.  on a
      Business Day (or the next Business Day if sent after 4:00 p.m. or on a day
      other than a Business Day), with confirmation of completed transmission,
      or (iv) via electronic communication in accordance with Subsection
      10.1(b)
      below, addressed as follows or to such other address as may be hereafter
      designated in writing by the respective parties
  hereto:




The Borrowers:		 

Weis Markets, Inc.


Dutch Valley Food Company,
LLC		 

West Transportation, LLC
		 

WMK Financing, Inc. 

1000 South Second Street 

P.O. Box 471 

Sunbury, PA 17801-0471 

Fax: 570.286.18089 







-46-		 


			 		





 

Email: sfrost@weismarkets.com		 

Attention: Scott F. Frost, Senior Vice President,
Chief Financial Officer and Treasurer		 

﻿		 

with a copy to:

	 


Pepper Hamilton LLP


Hercules Plaza, Suite 5100		 

1313 Market Street		 

P.O. Box 1709		 

Wilmington, DE  19899-1709 

Fax - 302.421.8390

Email - eckmanr@pepperlaw.com 

Attention: Richard P. Eckman, Esquire 


﻿		 

Lender:

Wells Fargo Bank, N.A.

214 Senate Avenue


Camp Hill, PA  17011		 

Fax: 717.730.3396		 

Email: brad.a.hilbish@wellsfargo.com		 

Attention: Brad Hilbish, Vice President		 

﻿		 

with a copy to:


Barley Snyder LLP
50 North Fifth Street, 2nd Fl.
P.O. Box 942



Reading, PA 19603 		 

Fax: (610) 376-5243 		 

Email: tdietrich@barley.com		 

Attention: Timothy G. Dietrich, Esquire		 

﻿		 


	
      
	
      (b)
      			 Electronic
      Communications.  The Lender or
      the Borrowers may, in their discretion, agree to accept notices and other
      communications to it hereunder by electronic communications (including
      e-mail and internet or intranet websites) pursuant to procedures approved
      by it, provided that approval of such procedures may be limited to
      particular notices or communications.  Unless the Lender
      otherwise prescribes, (i) notices and other communications sent to an
      e-mail address shall be deemed received upon the sender's receipt of an
      acknowledgment from the intended recipient (such as by the "return receipt
      requested" function, as available, return e-mail or other written
      acknowledgment), provided that if such notice or
      other communication is not sent during the normal business hours of the
      recipient, such notice or communication shall be deemed to have been sent
      at the opening of business on the next Business Day for the recipient, and
      (ii) notices or communications posted to an Internet or intranet website
      including, without limitation, the SEC's EDGAR website (when notice by
      website posting is permitted by Section 5.1.4 above), shall be deemed
      received upon the deemed receipt by the intended recipient at its e-mail
      address as described in the foregoing clause (i) of notification that such
      notice or communication is available and identifying the website address
      therefor.





	
      
	
      
      10.2.			 Duration;
      Survival.









-47-		 


			 		





 

All representations and warranties of the Borrowers and
other Loan Parties contained in the Loan Documents shall survive the making of
the Loans and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Lender, the making of the Loans, or payment
in full of the Loans.		 


	
      
	
      
      10.3.			 No
      Implied
      Waiver.




No failure or delay on the part of
the Lender in exercising any right, power or privilege under any or all of the
Loan Documents and no course of dealing between the Borrowers and/or and the
Lender shall operate as a waiver of any such right, power or privilege; nor
shall any single or partial exercise of any right, power or privilege under the
Loan Documents preclude any other or further exercise of any such right, power
or privilege or the exercise of any other right, power or
privilege.  The rights and remedies expressly provided in the Loan
Documents are cumulative and not exclusive of any rights or remedies which
Lender would otherwise have.  No notice to or demand on the Borrowers
or any other Loan Party in any case shall entitle the Borrowers or any other
Loan Party to any other or further notice or demand in similar or other
circumstances or shall constitute a waiver of the right of the Lender to take
any other or further action in any circumstances without notice or
demand.		 


	
      
	
      
      10.4.			 Entire
      Agreement
      and Amendments.





	
      
	
      
      10.4.1.			 Entire
      Agreement.  This Agreement
      and the other Loan Documents represent the entire agreement between the
      parties to this Agreement with respect to the Commitment, the Loans and
      the transactions contemplated under the Loan Documents and, except as
      expressly provided in the Loan Documents, shall not be affected by
      reference to any other documents.





	
      
	
      
      10.4.2.			 Amendments;
      Waivers.  Any term,
      covenant, agreement or condition of any Loan Document to which the Lender
      is a party may be amended, and any right under the Loan Documents may be
      waived, if, but only if, such amendment or waiver is in writing and is
      signed by the Lender and the
Borrowers.





	
      
	
      
      10.5.			 Successors
      and
      Assigns.





	
      
	
      
      10.5.1.			 Assignments
      by the Borrower.  Without the
      prior written consent of the Lender, the Borrowers may not assign any of
      their rights or delegate any of their duties or obligations under this
      Agreement or the other Loan
Documents.





	
      
	
      
      10.5.2.			 Participation.  The Lender may
      sell participations to one or more Eligible Institutions of all or a
      portion of its rights and obligations under this Agreement (including,
      without limitation, all or a portion of its Commitment) and if no Event of
      Default exists, with the consent of the Borrowers (such consent not to be
      unreasonably withheld or delayed); provided,  however, that (i) the Lender's
      obligations under this Agreement shall remain unchanged, (ii) the Lender
      shall remain solely responsible to the other parties to this Agreement for
      the performance of such obligations, (iii) all amounts payable by the
      Borrowers under this Agreement shall be determined as if the Lender had
      not sold such participation and no participant shall be entitled to
      receive any greater amount pursuant to this Agreement than the Lender
      would have been entitled to receive in respect of the amount of the
      participation transferred by the Lender to such 		 

      

      
      -48-
      		 

      
      			 		







 

	
      participant had no such
      transfer occurred, (iv) each such participation shall be of a constant,
      and not a varying, percentage of all the Lender's interests, rights and
      obligations under this Agreement, (v) such participant shall agree to be
      bound by the provisions of this Agreement and the other Loan Documents,
      and (vi) the Borrowers shall continue to deal solely and directly with the
      Lender in connection with the Lender's rights and obligations under this
      Agreement, and the Lender shall retain the sole right and responsibility
      vis-a-vis the Borrowers to enforce the obligations of the Borrowers
      relating to the Loans including, without limitation, the right to approve
      any amendment, modification or waiver of any provision of this
      Agreement.





	
      
	
      
      10.6.			 Descriptive
      Headings.




The descriptive headings of the
several sections of this Agreement are inserted for convenience only and shall
not affect the meaning or construction of any of the provisions of this
Agreement.		 

﻿		 


	
      
	
      10.7.
      			 Governing
      Law.




This Agreement and the rights and
obligations of the parties under this Agreement and under the Loan Documents
shall be construed in accordance with and shall be governed by the laws of the
Commonwealth of Pennsylvania.		 


	
      
	
      
      10.8.			 Holidays.




Except as otherwise provided
herein, whenever any payment to be made under the Loan Documents shall become
due and payable on a day which is not a Business Day, such payment may be made
on the next succeeding Business Day and such extension of time shall in such
case be included in computing interest on such payment.		 


	
      
	
      
      10.9.			 Counterparts.




The Loan Documents and any notice
or communication under the Loan Documents may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.  Delivery via
electronic communications pursuant to Section 10.1(b) above of a photocopy,
telecopy portable document format (PDF) electronic data version of an executed
counterpart of a signature page to any Loan Document shall be effective as
delivery of a manually executed counterpart of such Loan Document.		 


	
      
	
      
      10.10.			 Maximum
      Lawful
      Interest Rate.




Notwithstanding any provision
contained in this Agreement or the Note, the total liability of the Borrowers
for payment of interest pursuant to this Agreement and the Note shall not exceed
the maximum amount of such interest permitted by law to be charged, collected,
or received from the Borrowers, and if any payments by the Borrowers include
interest in excess of such a maximum amount, each Lender shall apply such excess
to the reduction of the unpaid 		 




-49-		 


			 		





 

principal amount due pursuant to this Agreement and the
Note, or if none is due, such excess shall be refunded to the Borrowers.
		 


	
      
	
      
      10.11.			 Set-off.
         




The Borrowers and each Subsidiary
thereof hereby pledge and give to the Lender a lien and security interest for
the amount of the Obligations owing to the Lender under the Loan Documents upon
and in the balance of any account maintained by the Borrowers or any such
Subsidiary with the Lender or any other liability of the Lender to such
Subsidiary or the Borrowers.  Upon the occurrence of and throughout
the period in which there is continuing an Event of Default, in such Lender's
sole option, at any time and from time to time, the Borrowers and each
Subsidiary thereof hereby authorizes the Lender to apply any such deposit
balances now or hereafter in the possession of the Lender and/or a credit in the
amount of any such other liability to the payment of the Obligations owing to
the Lender under the Loan Documents.  The provisions of this
Section 10.11 shall not be deemed or construed to limit rights of set-off
or liens or similar rights which the Lender may otherwise have by reason of
applicable law or otherwise.		 

﻿		 


	
      
	
      10.12.
      			 Severability.




Every provision of this Agreement
and each of the other Loan Documents is intended to be severable, and if any
term or provision of this Agreement or any of the other Loan Documents shall be
invalid, illegal or unenforceable for any reason, the validity, legality and
enforceability of the remaining provisions shall not be affected or impaired
thereby, and any invalidity, illegality or unenforceability in any jurisdiction
shall not affect the validity, legality or enforceability of any such term or
provision in any other jurisdiction.		 


	
      
	
      
      10.13.			 Non-Merger
      of
      Remedies.




It is the intention of the parties
hereto that the covenants and obligations of the Borrowers and their
Subsidiaries and the rights and remedies of the Lender hereunder and under the
other Loan Documents shall not merge with or be extinguished by the entry of
judgment hereunder or thereunder, and such covenants, obligations, rights and
remedies shall survive any entry of judgment until payment in full of the Loans
(other than contingent indemnification obligations).  All Obligations
under the Loan Documents shall continue to apply with respect to and during the
collection of amounts due under the Loan Documents or the proof and allowability
of any claim arising under this Agreement or any other Loan Document, whether in
bankruptcy or receivership proceedings or otherwise, and in any workout,
restructuring or in connection with the protection, preservation, exercise or
enforcement of any of the terms of this Agreement or of any rights under this
Agreement or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings.  Without limiting
the generality of the foregoing, post-judgment interest rate shall be the
interest rate provided herein.		 


	
      
	
      
      10.14.			 Payment
      and
      Reimbursement of Costs and Expenses; Indemnification.




Whether or not any fundings are
made under this Agreement, the Borrowers shall unconditionally upon demand, pay
or reimburse the Lender for, and indemnify and save the 		 




-50-		 


			 		





 

Lender and its Affiliates, officers, directors,
employees, agents, attorneys, shareholders and consultants (collectively,
"Indemnitees")
harmless against, any and all liabilities, losses, costs, expenses, claims
and/or charges (including, without limitation, reasonable and documented, out of
pocket fees and disbursements of legal counsel, accountants, investigators and
other experts) imposed on, incurred by or asserted against such Indemnitees and
arising out of, relating to or connected with:  (a) the negotiation,
preparation, execution and delivery of the Loan Documents and any waiver,
amendment or consent under or with respect to any of the Loan Documents whether
or not executed, (b) consulting with respect to any matter in any way arising
out of, related to, or connected with, the Loan Documents, including (i) the
protection, preservation, exercise or enforcement of any of the rights of the
Lender in, under or related to the Loan Documents or (ii) the performance of any
of the obligations of the Lender under or related to the Loan Documents, (c)
protecting, preserving, exercising or enforcing any of the rights of the Lender
in, under or related to the Loan Documents, (d) all transfer, documentary, stamp
and similar taxes, and all recording and filing fees and taxes payable in
connection with, arising out of, or in any way related to, the execution,
delivery and performance of the Loan Documents or the making of the Loans; and
(e) commissions or claims by or on behalf of brokers, finders or agents not
retained by the Lender provided, however, with respect to liabilities, losses,
costs, expenses, claims and/or charges referred to in clauses (a) through (d)
above to the extent that they are imposed on, incurred by or asserted against
the Lender, the indemnification of such Lender pursuant to this
Section 10.14 shall be limited to amounts that accrue after the occurrence
of an Event of Default and provided, further, that, unless an Event of Default
shall have occurred and be continuing, the Borrowers shall not be responsible
for any costs or expenses (including legal fees) in connection with the
assignment or participation of any interests by the Lender hereunder.
		 

Without limiting the generality of the foregoing, the
Borrowers hereby indemnify and agree to defend and hold harmless each Indemnitee
from and against any and all claims, actions, causes of action, liabilities,
penalties, fines, damages, judgments, losses, suits, expenses, legal or
administrative proceedings, interest, reasonable and documented out of pocket
costs and expenses (including court costs and attorneys', consultants' and
experts' fees) arising out of or in any way relating to:  (i) the use,
handling, management, production, treatment, processing, storage, transfer,
transportation, disposal, Release or threat of Release of any Hazardous
Substance by or on behalf of, Borrowers or any Subsidiary thereof; (ii) the
presence of Hazardous Substances on, about, beneath or arising from any premises
owned or occupied by the Borrowers or any Subsidiary thereof (herein
collectively, the "Premises"); (iii) the failure of Borrowers or any of their
Subsidiaries or Affiliates or any occupant of any Premises to comply with the
Environmental Laws; (iv) Borrowers' breach of any of the representations,
warranties and covenants contained herein or in any Loan Documents; (v)
Regulatory Actions (as hereinafter defined) and Third Party Claims (as
hereinafter defined); or (vi) the imposition or recording of a Lien against any
property of Borrowers, their Affiliates and Subsidiaries in connection with any
Release at, on or from any Premises or any activities undertaken on or occurring
at such property, or arising from such property or pursuant to any Environmental
Law.  Borrowers' indemnity and defense obligations under this section
shall include, without limitation and whether foreseeable or unforeseeable, any
and all costs related to any Remedial Action.  "Regulatory Action"
means any notice of violation, citation, complaint, request for information,
order, directive, compliance schedule, notice of claim, consent decree, action,
litigation or proceeding brought or instituted by any governmental authority
under or in connection with any 		 




-51-		 


			 		





 

Environmental Law involving the Borrowers any
Subsidiary of the Borrowers, or any occupant of any of the Premises or involving
any of the Premises or any activities undertaken on or occurring at any
Premises.  "Third Party Claims" means claims by a party (other than a party to this
Agreement and other than Regulatory Actions) based on negligence, trespass,
strict liability, nuisance, toxic tort or detriment to human health or welfare
due to Hazardous Substances on, about, beneath or arising from any premises of
Borrowers, their Affiliates or Subsidiaries or in any way related to any alleged
violation of any Environmental Laws or any activities undertaken on or occurring
at any premises of Borrowers, their Affiliates or Subsidiaries.		 

The indemnities contained herein shall survive
repayment of the Loans and satisfaction, release, and discharge of the Loan
Documents, whether through full payment of the Loans, foreclosure, deed in lieu
of foreclosure or otherwise.		 

The foregoing amounts are in addition to any other
amounts which may be due and payable to the Lender under this
Agreement.  A certification by the Lender hereunder of the amount of
liabilities, losses, costs, expenses, claims and/or charges shall be conclusive,
absent manifest error.  Notwithstanding the foregoing, the Borrowers
shall not be required to indemnify any Indemnitee with respect to a claim or
liability that arises as the result of the gross negligence or willful
misconduct of such Indemnitee.		 


	
      
	
      
      10.15.			 Reserved.





	
      
	
      
      10.16.			 Consent
      to
      Jurisdiction, Service and Venue; Waiver of Jury Trial.





	
      
	
      
      (a)			 With
      respect to any matters which may be heard before a court of competent
      jurisdiction under paragraph (c) of the preceding
      Section 10.15), the Borrowers and their Subsidiaries hereby consent
      to the jurisdiction and venue of the courts of the Commonwealth of
      Pennsylvania or of any federal court located in such state, waive personal
      service of any and all process upon it and consents that all such service
      of process be made by certified or registered mail directed to the
      Borrowers or such Subsidiaries at the address provided for in
      Section 10.1 and service so made shall be deemed to be completed upon
      actual receipt.  The Borrowers and their Subsidiaries hereby
      waive the right to contest the jurisdiction and venue of the courts
      located in the Commonwealth of Pennsylvania on the ground of inconvenience
      or otherwise and, further, waive any right to bring any action or
      proceeding against the Lender in any court outside the Commonwealth of
      Pennsylvania.  The provisions of this Section 10.16 shall
      not limit or otherwise affect the right of the Lender to institute and
      conduct an action in any other appropriate manner, jurisdiction or
      court.





	
      
	
      
      (b)			 NEITHER
      THE LENDER NOR ANY SUBSIDIARY OF THE BORROWERS NOR THE BORROWERS NOR ANY
      OTHER PERSON LIABLE FOR THE INDEBTEDNESS TO THE LENDER REFERRED TO IN THE
      LOAN DOCUMENTS, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL
      REPRESENTATIVE OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING
      BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR
      ANY GUARANTY RELATING TO SUCH INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR
      AMONG SUCH PERSONS OR ANY OF THEM.  NEITHER THE LENDER NOR ANY
      SUBSIDIARY OF THE BORROWERS NOR THE BORROWERS NOR ANY 		 

      

      
      -52-
      		 

      
      			 		







 

	
      OTHER PERSON WILL SEEK TO
      CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
      CANNOT BE OR HAS NOT BEEN WAIVED.





	
      
	
      
      (c)			 EXCEPT
      AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT WAIVES ANY RIGHTS IT
      MAY HAVE TO CLAIM OR RECOVER IN ANY ARBITRATION OR OTHER LITIGATION, ANY
      SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
      THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  EACH PARTY TO THIS
      AGREEMENT (i) CERTIFIES THAT NEITHER THE LENDER NOR ANY REPRESENTATIVE OR
      ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
      LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
      FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER
      INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY, AMONG OTHER THINGS,
      THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
      SECTION 10.16.  THE PROVISIONS OF THIS SECTION 10.16
      HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND THE PROVISIONS SHALL BE
      SUBJECT TO NO EXCEPTIONS.  NO PARTY HAS IN ANY WAY AGREED WITH
      OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS
      SECTION 10.16 WILL NOT BE FULLY ENFORCED IN ALL
    INSTANCES.





	
      
	
      
      10.17.			 Foreign
      Assets
      Control Regulations, Etc.





	
      
	
      
      (a)			 Neither
      the Borrowers nor any Controlled Entity is (i) a Person whose name appears
      on the list of Specially Designated Nationals and Blocked Persons
      published by the Office of Foreign Assets Control, United States
      Department of the Treasury ("OFAC") (an "OFAC
      Listed Person"), (ii) an agent,
      department, or instrumentality of, or is otherwise beneficially owned by,
      controlled by or acting on behalf of, directly or indirectly, (x) any OFAC
      Listed Person or (y) any Person, entity, organization, foreign country or
      regime that is subject to any OFAC Sanctions Program, or (iii) otherwise
      blocked, subject to sanctions under or engaged in any activity in
      violation of other United States economic sanctions, including but not
      limited to, the Trading with the Enemy Act, the International Emergency
      Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and
      Divestment Act ("CISADA") or any similar law or
      regulation with respect to Iran or any other country, the Sudan
      Accountability and Divestment Act, any OFAC Sanctions Program, or any
      economic sanctions regulations administered and enforced by the United
      States or any enabling legislation or executive order relating to any of
      the foregoing (collectively, "U.S.
      Economic Sanctions")
      (each OFAC Listed Person and each other Person, entity, organization and
      government of a country described in clause (i), clause (ii) or clause
      (iii), a "Blocked
      Person").  Neither the
      Borrowers nor any Controlled Entity has been notified that its name
      appears or may in the future appear on a state list of Persons that engage
      in investment or other commercial activities in Iran or any other country
      that is subject to U.S.  Economic
  Sanctions.





	
      
	
      
      (b)			 No
      part of the proceeds from the sale of the Note hereunder constitutes or
      will constitute funds obtained on behalf of any Blocked Person or will
      otherwise be used by the Borrowers or any Controlled Entity directly or
      indirectly (i) in connection with any investment in, or any transactions
      or dealings with, any Blocked Person, or (ii) otherwise in violation of
      U.S.  Economic Sanctions.







-53-		 


			 		





 


	
      
	
      
      (c)			 Neither
      the Borrowers nor any Controlled Entity (i) has been found in violation
      of, charged with, or convicted of, money laundering, drug trafficking,
      terrorist-related activities or other money laundering predicate crimes
      under the Currency and Foreign Transactions Reporting Act of 1970
      (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any
      other United States law or regulation governing such activities
      (collectively, "Anti-Money
      Laundering Laws") or any U.S. Economic
      Sanctions violations, (ii) to the Borrowers' actual knowledge after making
      due inquiry, is under investigation by any Governmental Authority for
      possible violation of Anti-Money Laundering Laws or any U.S. Economic
      Sanctions violations, (iii) has been assessed civil penalties under any
      Anti-Money Laundering Laws or any U.S.  Economic Sanctions, or
      (iv) has had any of its funds seized or forfeited in an action under any
      Anti-Money Laundering Laws.  The Borrowers and their
      Subsidiaries have established procedures and controls which they
      reasonably believe are adequate (and otherwise comply with applicable law)
      to ensure that the Borrowers and each Controlled Entity is and will
      continue to be in compliance with all applicable current and future
      Anti-Money Laundering Laws and U.S.  Economic
      Sanctions.





	
      
	
      
      (d)			 (1)
      Neither the Borrowers nor any Controlled Entity (i) has been charged with,
      or convicted of bribery or any other anti-corruption related activity
      under any applicable law or regulation in the U.S. including but not
      limited to, the U.S. Foreign Corrupt Practices Act (collectively,
      "Anti-Corruption
      Laws"), (ii) to
      the Borrowers' Knowledge after making due inquiry, is under investigation
      by any U.S.  or non-U.S.  Governmental Authority for
      possible violation of Anti-Corruption Laws, or (iii) has been assessed
      civil or criminal penalties under any Anti-Corruption
  Laws.




(2) To the Borrowers' actual
Knowledge after making due inquiry, neither the Borrower, nor any Controlled
Entity has, within the last five years, directly or indirectly offered,
promised, given, paid or authorized the offer, promise, giving or payment of
anything of value to a Governmental Official or a commercial counterparty for
the purposes of: (i) influencing any act, decision or failure to act by such
Governmental Official in his or her official capacity or such commercial
counterparty, (ii) inducing a Governmental Official to do or omit to do any act
in violation of the Governmental Official's lawful duty, or (iii) inducing a
Governmental Official or a commercial counterparty to use his or her influence
with a government or instrumentality to affect any act or decision of such
government or entity; in each case in order to obtain, retain or direct business
or to otherwise secure an improper advantage in violation of any applicable law
or regulation or which would cause any holder of the Note to be in violation of
any law or regulation applicable to such holder; and		 

(3) No part of the proceeds from
the sale of the Note hereunder will be used, directly or indirectly, for any
improper payments, including bribes, to any Governmental Official or commercial
counterparty in order to obtain, retain or direct business or obtain any
improper advantage.  The Borrowers and their Subsidiaries have
established procedures and controls which each reasonably believes are adequate
(and otherwise comply with applicable law) to ensure that the Borrowers and each
Controlled Entity is and will continue to be in compliance with all applicable
current and future Anti-Corruption Laws.




	
      
	
      
      10.18.			 Terrorism Sanctions Regulations.




The Borrowers will
not and will not permit any Controlled Entity (a) to become (including by virtue
of being owned or controlled by
 







-54-		 


			 		





 

a Blocked Person), own or control a Blocked Person or
any Person that is the target of sanctions imposed by the United Nations or by
the European Union, or (b) directly or indirectly to have any investment in or
engage in any dealing or transaction (including, without limitation, any
investment, dealing or transaction involving the proceeds of the Notes) with any
Person if such investment, dealing or transaction (i) would cause any purchaser
or holder to be in violation of any law or regulation applicable to such holder,
or (ii) is prohibited by or subject to sanctions under any U.S. Economic
Sanctions, or (c) to engage, nor shall any Affiliate of either engage, in any
activity that could subject such Person or any purchaser or holder to sanctions
under CISADA or any similar law or regulation with respect to Iran or any other
country that is subject to U.S. Economic Sanctions.		 


	
      
	
      
      10.19.			 Joint
      and
      Several Liability.





	
      
	
      
      (a)			 Each
      Borrower has determined and represents to Lender that it has a legitimate
      business purpose for obtaining the Line of Credit and it is in its best
      interests to induce Lender to extend credit pursuant to this
      Agreement.  Each Borrower acknowledges and represents that its
      business is related to the business of every other Borrower hereunder, and
      all commitments, advances and other credit extensions under this Agreement
      will individually and collectively benefit each Borrower
      hereunder.





	
      
	
      
      (b)			 Each
      Borrower has determined and represents to Lender that it is, and after
      giving effect to the transactions contemplated by this Agreement will be,
      Solvent, after giving effect to any available rights of contribution or
      subrogation.





	
      
	
      
      (c)			 Each
      Borrower agrees that it is jointly and severally and unconditionally
      liable to Lender for, and will pay to Lender when due, the full amount of
      all existing and future Indebtedness arising in connection with the Line
      of Credit extended under this Agreement, and all modifications, extensions
      and renewals thereto, including without limitation all principal and
      interest, and all fees, costs and expenses chargeable to each Borrower
      individually or collectively in connection with the Line of
      Credit.  These Obligations shall be in addition to any other
      Obligations of any Borrower under any other agreement with Lender entered
      into before or after the date of this Agreement, unless such other
      agreement is expressly modified or revoked in writing, and this Agreement
      shall not affect or invalidate the terms of any such other agreement,
      unless otherwise expressly provided
herein.





	
      
	
      
      (d)			 The
      liability of a Borrower for Indebtedness hereunder shall be reinstated and
      revived and the rights of Lender shall continue if and to the extent that
      for any reason any amount at any time paid on account of any facility
      under this Agreement by any Borrower or any other person or entity is
      rescinded or must otherwise be restored by Lender, whether as a result of
      any proceedings in bankruptcy or reorganization or otherwise, all as
      though such amount had not been paid.





	
      
	
      
      (e)			 Each
      Borrower authorizes Lender, without notice to or demand on such Borrower,
      and without affecting such Borrowers' liability for Indebtedness incurred
      under the Line of Credit extended under this Agreement, from time to time
      to: (i) alter, compromise, extend, accelerate or otherwise change the time
      for payment of, or otherwise change the terms of, the indebtedness of any
      other Borrower to Lender on account of any such facilities; (ii) take and
      		 

      

      
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      hold security from any other
      Borrower for the payment of Indebtedness incurred under the Line of Credit
      extended under this Agreement, and exchange, enforce, waive, subordinate
      or release any such security; (iii) apply such security and direct the
      order or manner of sale thereof, including without limitation, a
      non-judicial sale permitted by the terms of the controlling security
      agreement, mortgage, or deed of trust, as Lender in its discretion may
      determine; (iv) release or substitute any one or more of the endorsers or
      any guarantors of any facility hereunder, or any other party obligated
      thereon; and (v) apply payments received by Lender from any other Borrower
      to indebtedness of such other Borrower to Lender other than to the Line of
      Credit extended under this Agreement.





	
      
	
      
      (f)			 Each
      Borrower represents and warrants to Lender that it has established
      adequate means of obtaining from every other Borrower on a continuing
      basis financial and other information relating to the financial condition
      of every other Borrower, and each Borrower agrees to keep adequately
      informed by such means of any facts, events or circumstances which might
      in any way affect its risks hereunder.  Each Borrower further
      agrees that Lender shall have no obligation to disclose to it any
      information or material about any other Borrower which is obtained by
      Lender in any manner.





	
      
	
      
      (g)			 Each
      Borrower waives any right to require Lender to: (i) proceed against any
      other Borrower or any other person; (ii) proceed against or exhaust any
      security held from any other Borrower or any other person; (iii) pursue
      any other remedy in Lender's power; (iv) apply payments received by Lender
      from any other Borrower to the Line of Credit extended under this
      Agreement; (v) make any presentments or demands for performance, or give
      any notices of nonperformance, protests, notices of protest or notices of
      any kind, including without limitation, any notice of nonperformance,
      protest, notice of protest, notice of dishonor, notice of intention to
      accelerate or notice of acceleration; or (vi) set off against the
      indebtedness the fair value of any real or personal property given as
      collateral for the indebtedness (whether such right of setoff arises under
      statute or otherwise).  In addition to the foregoing, each
      Borrower specifically waives any statutory right it might have to require
      Lender to proceed against other Borrowers or any collateral (if any) that
      secures the indebtedness.





	
      
	
      
      (h)			 Each
      Borrower waives to the extent permitted by applicable law any defense to
      its liability for repaying the Line of Credit extended under this
      Agreement based upon or arising by reason of: (i) any disability or other
      defense of any other Borrower or any other person; (ii) the cessation or
      limitation from any cause whatsoever, other than payment in full, of the
      liability of any other Borrower for the facility extended under this
      Agreement; (iii) any lack of authority of any officer, director, partner,
      agent or other person acting or purporting to act on behalf of any other
      Borrower or any defect in the formation of any other Borrower; (iv) the
      application by any other Borrower of the proceeds of the Line of Credit
      extended under this Agreement for purposes other than the purposes
      intended or understood by Lender or each other Borrower; (v) any act or
      omission by Lender which directly or indirectly results in or aids the
      discharge of any other Borrower by operation of law or otherwise, or which
      in any way impairs or suspends any rights or remedies of Lender against
      any other Borrower; (vi) any impairment of the value of any interest in
      any security (if any) for the Line of Credit extended under this
      Agreement, including without limitation, the failure to obtain or maintain
      perfection or recordation of any interest in any such security, the
      release of any such security without substitution, and/or the failure to
      preserve the value of, or to comply with applicable law in 		 

      

      
      -56-
      		 

      
      			 		







 

	
      disposing of, any such
      security; or (vii) any modification of the Indebtedness of any other
      Borrower for the Line of Credit extended under this Agreement, including
      without limitation the renewal, extension, acceleration or other change in
      time for payment of, or other change in the terms of, the indebtedness of
      any Borrower for the Line of Credit extended under this Agreement,
      including increase or decrease of the rate of interest
    thereon.





	
      
	
      
      (i)			 Until
      the Line of Credit extended under this Agreement and all Indebtedness
      arising under or in connection with this Agreement shall have been paid in
      full (other than contingent indemnification obligations), no Borrower
      shall have any right of subrogation.  Each Borrower waives all
      rights and defenses it may have arising out of (i) any election of
      remedies by Lender, even though that election of remedies, such as a
      non-judicial foreclosure with respect to any security for the Line of
      Credit extended under this Agreement, destroys its rights of subrogation
      or its rights to proceed against any other Borrower for reimbursement, or
      (ii) any loss of rights it may suffer by reason of any rights, powers or
      remedies of any other Borrower in connection with any anti-deficiency laws
      or any other laws limiting, qualifying or discharging any Borrowers'
      indebtedness for the Line of Credit extended under this Agreement, whether
      by operation of law, or otherwise, including any rights Borrower may have
      to claim a fair market credit with respect to a deficiency or have a fair
      market value hearing to determine the size of a deficiency following any
      foreclosure sale or other disposition of any real property security for
      any portion of the Indebtedness, and each Borrower waives any right such
      Borrower may have under any "one-action" rule.  Each Borrower
      further waives the benefit of any homestead, exemption or other similar
      laws.





	
      
	
      
      (j)			 Until
      all Indebtedness of each Borrower to Lender arising under or in connection
      with this Agreement shall have been paid in full (other than contingent
      indemnification obligations), each Borrower waives any right to enforce
      any remedy which Lender now has or may hereafter have against any other
      Borrower or any other person, and waives any benefit of, or any right to
      participate in, any security now or hereafter held by Lender (if
      any).  To the fullest extent permitted by applicable law, each
      Borrower waives all rights of a surety and the benefits of any applicable
      suretyship law, statute or regulation, and without limiting any of the
      waivers set forth herein, each Borrower further waives any other fact or
      event that, in the absence of this provision, would or might constitute or
      afford a legal or equitable discharge or release of or defense to such
      Borrower.





	
      
	
      
      (k)			 Notwithstanding any other
      provisions set forth herein, each Borrower agrees that whenever an
      Officer's Compliance Certificate is required or permitted to be submitted
      to the Lender under the terms of this Agreement, such Officer's Compliance
      Certificate may be prepared, executed and submitted to the Lender by the
      chief financial officer or other authorized officer of Weis Markets, Inc.
      on behalf of (and to be binding upon) each and all of the Borrowers and
      the Lender agrees to accept as properly executed the submission of a
      Certificate executed solely by such officer on behalf of all of the
      Borrowers.




﻿		 

[THREE SIGNATURE PAGES
FOLLOW]		 






-57-		 


			 		





 

		 

[PAGE 58 INTENTIONALLY BLANK]		 






-58-		 


			 		





 

		 

IN WITNESS WHEREOF, the undersigned have caused this
Revolving Credit Agreement to be duly executed by their respective, duly
authorized officers as of the date first above written.		 

﻿		 

BORROWER:		 

﻿		 

WEIS MARKETS, INC.		 

﻿		 

﻿		 

By: _________________________		 

Name:Scott F. Frost		 

Title: Senior Vice President, Chief Financial Officer and
Treasurer		 

﻿		 

﻿		 

﻿		 

BORROWER:		 

﻿		 

DUTCH VALLEY FOOD COMPANY, LLC		 

﻿		 

﻿		 

By: __________________________		 

Name:Scott F. Frost		 

Title: Senior Vice President, Chief Financial Officer and
Treasurer		 

﻿		 

﻿		 

﻿		 

BORROWER:		 

﻿		 

WEIS TRANSPORTATION, LLC		 

﻿		 

﻿		 

By: ____________________________		 

Name:Scott F. Frost		 

Title: Senior Vice President, Chief Financial Officer and
Treasurer		 

﻿		 

﻿		 

﻿		 

[Borrower signature page one of two to Revolving Credit
Agreement between Weis Markets, Inc., Dutch Valley Food Company, LLC, Weis
Transportation, LLC and WMK Financing, Inc. and Wells Fargo Bank, National
Association dated effective September 1, 2016.]		 




-59-		 


			 		





 

		 

BORROWER:		 

﻿		 

WMK FINANCING, INC.		 

﻿		 

﻿		 

By: __________________________		 

Name:Lisa M. Oakes 		 

Title: President, Treasurer and Secretary		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

﻿		 

[Borrower signature page two of two to Revolving Credit
Agreement between Weis Markets, Inc., Dutch Valley Food Company, LLC, Weis
Transportation, LLC and WMK Financing, Inc. and Wells Fargo Bank, National
Association dated effective September 1, 2016.]		 






-60-		 


			 		





 

		 

﻿		 

LENDER:		 

﻿		 

WELLS FARGO BANK,		 

NATIONAL ASSOCIATION		 

﻿		 

﻿		 

By: __________________________		 

Name:Brad Hilbish		 

Title:Vice President		 

﻿		 

﻿		 

[Lender signature page one of one to Revolving Credit
Agreement between Weis Markets, Inc., Dutch Valley Food Company, LLC, Weis
Transportation, LLC and WMK Financing, Inc. and Wells Fargo Bank, National
Association dated effective September 1,
2016.]		 








-61-