---

---



[Conformed Copy]

REVOLVING CREDIT AGREEMENT

by and among

WEIS MARKETS, INC.,

the LENDERS referred to herein,

the ISSUING BANK referred to herein,

and

MELLON BANK, N.A.,

as Administrative Agent

Dated as of October 15, 2002



---

---





TABLE OF CONTENTS





|ARTICLE I  DEFINITIONS; CONSTRUCTION       | 1    
|------------------------------------------ | -----
|                                           |      
|                                           | 1.1  
|                                           | 1.2  
|                                           | 1.3  
|                                           |      
|ARTICLE II  THE CREDITS                    | 12   
|                                           |      
|                                           | 2.1  
|                                           | 2.2  
|                                           | 2.3  
|                                           | 2.4  
|                                           | 2.5  
|                                           | 2.6  
|                                           | 2.7  
|                                           | 2.8  
|                                           | 2.9  
|                                           | 2.10 
|                                           | 2.11 
|                                           |      
|ARTICLE III  THE LETTERS OF CREDIT         | 22   
|                                           |      
|                                           | 3.1  
|                                           | 3.2  
|                                           | 3.3  
|                                           | 3.4  
|                                           | 3.5  
|                                           | 3.6  
|                                           | 3.7  
|                                           | 3.8  
|                                           | 3.9  
|                                           |      
|ARTICLE IV  REPRESENTATIONS AND WARRANTIES | 29   
|                                           |      
|                                           | 4.1  
|                                           | 4.2  
|                                           | 4.3  
|                                           | 4.4  
|                                           | 4.5  
|                                           | 4.6  
|                                           | 4.7  
|                                           | 4.8  
|                                           | 4.9  
|                                           | 4.10 
|                                           | 4.11 
|                                           | 4.12 
|                                           | 4.13 
|                                           | 4.14 
|                                           | 4.15 
|                                           | 4.16 
|                                           | 4.17 
|                                           | 4.18 
|                                           | 4.19 
|                                           | 4.20 
|                                           | 4.21 
|                                           | 4.22 
|                                           | 4.23 
|                                           | 4.24 
|                                           | 4.25 
|                                           |      
|ARTICLE V  CONDITIONS OF LENDING           | 34   
|                                           |      
|                                           | 5.1  
|                                           | 5.2  
|                                           |      
|ARTICLE VI  AFFIRMATIVE COVENANTS          | 35   
|                                           |      
|                                           | 6.1  
|                                           | 6.2  
|                                           | 6.3  
|                                           | 6.4  
|                                           | 6.5  
|                                           | 6.6  
|                                           | 6.7  
|                                           | 6.8  
|                                           | 6.9  
|                                           | 6.10 
|                                           | 6.11 
|                                           |      
|ARTICLE VII  NEGATIVE COVENANTS            | 39   
|                                           |      
|                                           | 7.1  
|                                           | 7.2  
|                                           | 7.3  
|                                           | 7.4  
|                                           | 7.5  
|                                           | 7.6  
|                                           | 7.7  
|                                           | 7.8  
|                                           | 7.9  
|                                           | 7.10 
|                                           | 7.11 
|                                           | 7.12 
|                                           | 7.13 
|                                           | 7.14 
|                                           | 7.15 
|                                           | 7.16 
|                                           | 7.17 
|                                           |      
|ARTICLE VIII  DEFAULTS                     | 46   
|                                           |      
|                                           | 8.1  
|                                           | 8.2  
|                                           |      
|ARTICLE IX  THE AGENT                      | 48   
|                                           |      
|                                           | 9.1  
|                                           | 9.2  
|                                           | 9.3  
|                                           | 9.4  
|                                           | 9.5  
|                                           | 9.6  
|                                           | 9.7  
|                                           | 9.8  
|                                           | 9.9  
|                                           | 9.10 
|                                           | 9.11 
|                                           | 9.12 
|                                           | 9.13 
|                                           |      
|ARTICLE X  MISCELLANEOUS                   | 53   
|                                           |      
|                                           | 10.1 
|                                           | 10.2 
|                                           | 10.3 
|                                           | 10.4 
|                                           | 10.5 
|                                           | 10.6 
|                                           | 10.7 
|                                           | 10.8 
|                                           | 10.9 
|                                           | 10.10
|                                           | 10.11
|                                           | 10.12
|                                           | 10.13
|                                           | 10.14
|                                           | 10.15
|                                           | 10.16



Exhibit A Revolving Credit Note

Exhibit B Transfer Supplement

Exhibit C Subsidiary Guaranty

Exhibit D Compliance Certificate

---



REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT, dated as of October 15, 2002, by and among WEIS MARKETS, INC., a Pennsylvania corporation (the "Borrower"), the lenders parties hereto from time to time (the "Lenders", as defined further below), the Issuing Bank referred to herein, MELLON BANK, N.A., a national banking association, as Administrative Agent for the Lenders hereunder (in such capacity, together with its successors in such capacity, the "Administrative Agent").

Recitals:

The Borrower has requested the Administrative Agent, the Lenders and the Issuing Bank to enter into this Agreement and to extend credit to the Borrower as provided herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree as follows:





"Consolidated EBITDA" shall mean, for any period, the sum of (i) Consolidated Net Income for such period (exclusive of extraordinary gains and losses), (ii) Consolidated Interest Expense for such period, (iii) Consolidated Tax Expense for such period and (iv) depreciation and amortization expense of the Borrower and its consolidated Subsidiaries for such period, all determined in accordance with GAAP.

"Consolidated Indebtedness" shall mean at any time, Indebtedness of the Borrower and its consolidated Subsidiaries at such time determined in accordance with GAAP.

"Consolidated Interest Expense" shall mean, for any period, the payments of interest on the Consolidated Indebtedness of the Borrower and its consolidated Subsidiaries due and payable by the Borrower and its consolidated Subsidiaries during such fiscal period.

"Consolidated Net Income" shall mean, for any period, the consolidated net income of the Borrower and its consolidated Subsidiaries for such period, determined in accordance with GAAP.

"Consolidated Net Worth" at any time shall mean the total amount of stockholders' equity of the Borrower and its consolidated Subsidiaries at such time, determined on a consolidated basis in accordance with GAAP; provided that, each item of the following types shall be deducted, to the extent such item is positive and is otherwise included therein: (a) any write-ups or other revaluation after the Closing Date in the book value of any asset owned by the Borrower or any of its consolidated Subsidiaries (other than write-ups resulting from the acquisition of assets of a business made within one year after such acquisition and accounted for by purchase accounting, and write-ups resulting from the valuation in the ordinary course of business of investment securities and inventory at the lower of cost or market), (b) all investments in and loans and Advances to (i) unconsolidated Subsidiaries of the Borrower, and (ii) Persons that are not Subsidiaries of the Borrower (other than Cash Equivalent Investments), and (c) treasury stock.

"Consolidated Tax Expense" shall mean, for any period, charges against income of the Borrower and its consolidated Subsidiaries for federal, state and local income taxes, during such period.

"Corresponding Source of Funds" shall mean the proceeds of hypothetical receipts by a Lender of one or more Dollar deposits in the interbank eurodollar market at the beginning of the Funding Period corresponding to such Funding Segment having maturities approximately equal to such Funding Period and in an aggregate amount approximately equal to such Lender's Pro Rata share of such Funding Segment.

"Dollar," "Dollars" and the symbol "$" shall mean lawful money of the United States of America.

"Environmental Laws" means the Clean Water Act, also known as the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq., as amended by the Water Quality Act of 1987, Pub. L. No. 100-4 (Feb. 4, 1987), the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Clean Air Act, 42 U.S.C. §7401, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §136 et seq., the Safe Drinking Water Act, 42 U.S.C. §300f et seq., the Surface Mining Control and Reclamation Act, 30 U.S.C. §1021 et seq., the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. §9601 et seq., the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), Public Law 99-499, 100 Stat. 1613, the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001 et seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §6901 et seq., and the Occupational Safety and Health Act as amended ("OSHA"), 29 U.S.C. §655 and §657 (but only to the extent that it is an Environmental Law under the definition

-3-

---



set forth below), as any of the same have been amended or may be further amended from time to time, together with all other Laws now or hereafter existing with respect to Hazardous Substances or relating to pollution or protection of the environment, including without limitation all common laws of nuisance, negligence or strict liability relating thereto and all Laws relating to emissions, discharges, spills, disposal, releases or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation ambient air, surface water, groundwater, land surface or subsurface strata or life therein) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA Affiliate" shall mean, at any time, any member of a controlled group of corporations under Section 414(b) of the Code of which the Borrower or any Subsidiary is a member, and any trade or business (whether or not incorporated) under common control under Section 414(c) of the Code with the Borrower or any Subsidiary, and all other entities which, together with the Borrower and the Subsidiaries, are treated as a single employer under Section 414(m) or (o) of the Code.

"EuroRate" shall have the meaning set forth in Section 2.4(a) hereof.

"EuroRate Option" shall have the meaning set forth in Section 2.4(a) hereof.

"EuroRate Portion" of any Loan or Loans shall mean at any time the portion, including the whole, of such Loan or Loans bearing interest at any time under the EuroRate Option or at a rate calculated by reference to the EuroRate under Section 2.8(c)(i) hereof. If no Loan or Loans is specified, "EuroRate Portion" shall refer to the EuroRate Portion of all Loans outstanding at such time.

"EuroRate Reserve Percentage" shall have the meaning set forth in Section 2.4(a) hereof.

"Event of Default" shall mean any of the Events of Default described in Section 8.1 hereof.

"Existing Letters of Credit" shall have the meaning set forth in Section 3.9.

"Federal Funds Effective Rate" for any day shall mean the rate per annum (rounded upward to the nearest 1/100 of 1%) determined by the Administrative Agent (which determination shall be conclusive) to be the rate per annum announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight Federal funds transactions arranged by Federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate" as of the date of this Agreement; provided that, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the "Federal Funds Effective Rate" for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

-4-

---



"Fiscal Quarter" shall mean each thirteen or fourteen-week fiscal period of the Borrower ending in each March, June, September and December, respectively.

"Fiscal Year" shall mean each annual fiscal period of the Borrower ending on the last Saturday in each December.

"Fixed Charge Coverage Ratio" at the end of any Fiscal Quarter, shall mean the ratio of Consolidated EBITDA for the four Fiscal Quarter period then ending to the sum of (i) Consolidated Cash Interest Expense, (ii) Consolidated Cash Tax Payments, (iii) Scheduled Principal Debt Service, and (iv) dividends paid on or with respect to the Borrower's capital stock, in each case (except for clause (iii)) for the four Fiscal Quarter period then ending.

"Funding Periods" shall have the meaning set forth in Section 2.4(b) hereof.

"Funding Segment" of the EuroRate Portion of the Revolving Credit Loans at any time shall mean the entire principal amount of such Portion to which at the time in question there is applicable a particular Funding Period beginning on a particular day and ending on a particular day.

"GAAP" shall have the meaning set forth in Section 1.3 hereof.

"Governmental Action" shall have the meaning set forth in Section 4.4 hereof.

"Governmental Authority" shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

"Guarantors" shall mean all subsidiaries of the Borrower that are parties to the Subsidiary Guaranty.

"Guaranty Equivalent" shall have the following meaning: a Person (the "Deemed Guarantor") shall be deemed to be subject to a Guaranty Equivalent in respect of any obligation (the "Assured Obligation") of another Person (the "Deemed Obligor") if the Deemed Guarantor directly or indirectly guarantees, becomes surety for, endorses, assumes, agrees to indemnify the Deemed Obligor against, or otherwise agrees, becomes or remains liable (contingently or otherwise) for, such Assured Obligation, in whole or in part. Without limitation, the Guaranty Equivalent shall be deemed to exist if a Deemed Guarantor enters into, agrees, becomes or remains liable (contingently or otherwise), directly or indirectly, to do any of the following: (a) purchase or assume, or to supply funds for the payment, purchase or satisfaction of, an Assured Obligation, (b) make any loan, advance, capital contribution or other investment in, or to purchase or lease any property or services from, a Deemed Obligor (i) to maintain the solvency of the Deemed Obligor, (ii) to enable the Deemed Obligor to meet any other financial condition, (iii) to enable the Deemed Obligor to satisfy any Assured Obligation or any other payment, or (iv) to assure the holder of such Assured Obligation against loss, (c) purchase or lease property or services from the Deemed Obligor regardless of the nondelivery of or failure to furnish of such property or services, (d) a transaction having the characteristics of a takeorpay or throughput contract, or (e) any other transaction the effect of which is to assure the payment or performance (or payment of damages or other remedy in the event of nonpayment or nonperformance) in whole or in part of any Assured Obligation.

"Hazardous Substance" means any substance which (i) constitutes a hazardous waste or substance under any applicable Environmental Laws, (ii) constitutes a "hazardous substance" under CERCLA or the regulations promulgated thereunder, (iii) constitutes a "hazardous waste" under RCRA or the regulations promulgated thereunder, (iv) constitutes a pollutant, contaminant, chemical or industrial, toxic or hazardous substance or

-5-

---



waste, (v) exhibits any of the hazardous characteristics enumerated in 40 C.F.R. Sections 261.20-261.24, inclusive, (vi) constitutes any of those extremely hazardous substances listed under 302 of SARA which are present in threshold planning or reportable quantities as defined under SARA, (vii) constitutes toxic or hazardous chemical substances which are present in quantities which exceed exposure standards as those terms are defined under 6 and 8 of OSHA and 29 C.F.R. Part 1910, subpart 2, (viii) constitutes or consists of, in whole or in part, asbestos, urea formaldehyde, chlorinated biphenyls (polychlorinated or monochlorinated) or petroleum products or (ix) constitutes a hazardous material which, when transported, is subject to regulation by the United States Department of Transportation at 49 C.F.R. Parts 171-199.

"Indebtedness" of a Person shall mean the following (without duplication): (a) all obligations on account of money borrowed by, or for or on account of, or deposits with or advances to, such Person, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person for the deferred purchase price of property or services (except trade accounts payable arising in the ordinary course of business), (d) all obligations secured by a Lien on property owned by such Person (whether or not assumed, and without regard to any limitation of the rights and remedies of the holder of such Lien to repossession or sale of such property), (e) all obligations of such Person under leases which are, or which should in accordance with GAAP be accounted for as, capitalized leases (without regard to any limitation of the rights and remedies of the lessor under such capitalized lease to repossession or sale of such property), (f) the maximum amount available to be drawn under any letter of credit issued for the account of such Person (irrespective of whether the conditions for any such drawing are met at the time in question) and the unreimbursed amount of all drawings under any such letter of credit, (g) all obligations of such Person in respect of acceptances or similar obligations issued for the account of such Person, and (h) all Indebtedness of others as to which such Person is the Deemed Guarantor under a Guaranty Equivalent.

"Indemnified Parties" shall mean the Administrative Agent, the Lenders, the Issuing Bank, their respective affiliates, and the directors, officers, employees, attorneys and agents of each of the foregoing.

"Initial Revolving Credit Committed Amount" shall have the meaning set forth in Section 2.1(a) hereof.

"Issuing Bank" shall mean Mellon Bank, N.A. and its successors and assigns.

"Law" shall mean any law (including common law), constitution, statute, treaty, convention, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority.

"Lender" shall mean any of the Lenders listed on the signature pages hereof, subject to the provisions of Section 10.14 hereof pertaining to Persons becoming or ceasing to be Lenders.

"Lender Parties" shall mean the Administrative Agent, the Lenders and the Issuing Bank.

"Letter of Credit" shall have the meaning given that term in Section 3.1(a).

"Letter of Credit Application" shall have the meaning given that term in Section 3.2(a).

"Letter of Credit Cash Account" shall have the meaning given that term in Section 3.7.

"Letter of Credit Commitment" shall have the meaning given that term in Section 3.1.

-6-

---





"Letter of Credit Exposure" at any time shall mean the sum of (a) the aggregate Letter of Credit Unreimbursed Draws and (b) the aggregate Letter of Credit Undrawn Availability at such time.

"Letter of Credit Facing Fee" shall have the meaning given that term in Section 3.1(e) hereof.

"Letter of Credit Fee" shall have the meaning given that term in Section 3.1(d) hereof.

"Letter of Credit Participating Interest" shall have the meaning given that term in Section 3.3(a) hereof.

"Letter of Credit Reimbursement Obligation" with respect to a Letter of Credit shall mean the obligation of the Borrower to reimburse the Issuing Bank for Letter of Credit Unreimbursed Draws, together with interest thereon.

"Letter of Credit Undrawn Availability" with respect to a Letter of Credit at any time shall mean the maximum amount available to be drawn under such Letter of Credit at such time or thereafter, regardless of the existence or satisfaction of any conditions or limitations on drawing.

"Letter of Credit Unreimbursed Draws" with respect to a Letter of Credit at any time shall mean the aggregate amount at such time of all payments made by the Issuing Bank under such Letter of Credit, to the extent not repaid by the Borrower.

"Lien" shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, including but not limited to any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security.

"Loan" shall mean any loan by a Lender to the Borrower under this Agreement, and "Loans" shall mean all Loans made by the Lenders under this Agreement.

"Loan Documents" shall mean this Agreement, the Notes, the Subsidiary Guaranty, the Transfer Supplements, the Letters of Credit, the Letter of Credit Applications, and all other agreements and instruments extending or renewing any indebtedness, obligation or liability arising under any of the foregoing, in each case as the same may be amended, modified or supplemented from time to time hereafter.

"Loan Parties" shall mean the Borrower and the Guarantors.

"London Business Day" shall mean a day for dealing in deposits in Dollars by and among banks in the London interbank market and which is a Business Day.

"Material Adverse Effect" shall mean: (a) a material adverse effect on the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Loan Party to perform or comply with any of the terms and conditions of any Loan Document, or (c) an adverse effect on the legality, validity, binding effect or enforceability of any Loan Document, or the ability of the Administrative Agent or any Lender to enforce any rights or remedies under or in connection with any Loan Document.

"Multiemployer Plan" shall mean any employee benefit plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA.

-7-

---





"Note" or "Notes" shall mean the Revolving Credit Note(s) of the Borrower executed and delivered under this Agreement, together with all extensions, renewals, refinancings or refundings of any thereof in whole or part.

"Obligations" shall mean all indebtedness, obligations and liabilities of the Borrower to any Lender or the Administrative Agent from time to time arising under or in connection with or related to or evidenced by or secured by or pursuant to this Agreement or any other Loan Document, and all extensions or renewals thereof, whether such indebtedness, obligations or liabilities are direct or indirect, otherwise secured or unsecured, joint or several, absolute or contingent, due or to become due, whether for payment or performance, now existing or hereafter arising. Without limitation of the foregoing, such indebtedness, obligations and liabilities include the principal amount of Loans, interest, fees, indemnities or expenses under or in connection with this Agreement or any other Loan Document, and all extensions and renewals thereof, whether or not such Loans were made in compliance with the terms and conditions of this Agreement or in excess of the obligation of the Lenders to lend. Obligations shall remain Obligations notwithstanding any assignment or transfer or any subsequent assignment or transfer of any of the Obligations or any interest therein.

"Office," when used in connection with the Administrative Agent, shall mean its office located at One Mellon Bank Center, Pittsburgh, Pennsylvania, or at such other office or offices of the Administrative Agent or any branch, subsidiary or affiliate thereof as may be designated in writing from time to time by the Administrative Agent to the Borrower.

"Option" shall mean the Base Rate Option or the EuroRate Option, as the case may be.

"Other Taxes" shall have the meaning set forth in Section 2.10 hereof

"Participants" shall have the meaning set forth in Section 10.14(b) hereof.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established under Title IV of ERISA or any other governmental agency, department or instrumentality succeeding to the functions of said corporation.

"Permitted Liens" shall have the meaning set forth in Section 7.2 hereof.

"Person" shall mean an individual, corporation, partnership, limited liability company, trust, unincorporated association, joint venture, jointstock company, Governmental Authority or any other entity.

"Plan(s)" shall mean (i) any Multiemployer Plan and (ii) any other employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) covered by Title IV of ERISA by reason of Section 4021 of ERISA, of which the Borrower, any Subsidiary or any ERISA Affiliate is a "contributing sponsor" within the meaning of Section 4001(a)(13) of ERISA.

"Portion" shall mean the Base Rate Portion or the EuroRate Portion, as the case may be.

"Postretirement Benefits" of a Person shall mean any benefits, other than retirement income, provided by such Person to retired employees, or to their spouses, dependents or beneficiaries, including, without limitation, group medical insurance or benefits, or group life insurance or death benefits.

"Postretirement Benefit Obligation" of a Person shall mean that portion of the actuarial present value of all Postretirement Benefits expected to be provided by such Person which is attributable to employees' service

-8-

---



rendered to the date of determination (assuming that such liability accrues ratably over an employee's working life to the earlier of his date of retirement or the date on which the employee would first become eligible for full benefits), reduced by the fair market value as of the date of determination of any assets which are segregated from the assets of such Person and which have been restricted so that they cannot be used for any purpose other than to provide Postretirement Benefits or to defray related expenses.

"Potential Default" shall mean any event or condition which with notice, passage of time or a determination by the Required Lenders, or any combination of the foregoing, would constitute an Event of Default.

"Prime Rate" as used herein, shall mean the interest rate per annum announced from time to time by the Administrative Agent as its prime rate. The Prime Rate may be greater or less than other interest rates charged by the Administrative Agent to other borrowers and is not solely based or dependent upon the interest rate which the Administrative Agent may charge any particular borrower or class of borrowers.

"Prohibited Transaction" shall mean any of the transactions described in Section 406 of ERISA or Section 4975 of the Code.

"Pro Rata" shall mean from or to each Lender in proportion to its Commitment Percentage.

"Purchasing Lender" shall have the meaning set forth in Section 10.14(c) hereof.

"Register" shall have the meaning set forth in Section 10.14(d) hereof.

"Regular Payment Date" shall mean the last day of each December, March, June and September after the date hereof.

"Reportable Event" shall mean any of the events set forth in Section 4043(b) of ERISA.

"Required Lenders" shall mean, as of any date, Lenders having Revolving Credit Exposures that constitute, in the aggregate, more than 50% of the Revolving Credit Exposures of all Lenders on such date or, if no Loans, Letters of Credit or Letter of Credit Unreimbursed Draws are outstanding on such date, Lenders which have Revolving Credit Committed Amounts that constitute, in the aggregate, more than 50% of the Revolving Credit Committed Amounts of all the Lenders.

"Responsible Officer" shall mean the President, any Vice President, the Treasurer, the Assistant Treasurer or Chief Financial Officer of the Borrower.

"Restricted Stock Repurchases" shall mean any payment or the incurrence of any liability to make any payment, in cash, property or other assets for the purpose of purchasing, retiring or redeeming any shares of any class of capital stock of the Borrower or any Subsidiary (or any warrants or options evidencing a right to purchase any such shares of stock) or making any other distribution in respect of the purchase, retirement or redemption of any such shares of stock (or any warrants or options evidencing a right to purchase any such shares of stock), including the payment of taxes on behalf of a shareholder in connection with any such purchase, retirement or redemption; provided, that the term "Restricted Stock Repurchases" shall not include payments or liabilities described above which are made or incurred by any Subsidiary to or in favor of the Borrower.

-9-

---



"Revolving Credit Commitment" shall have the meaning set forth in Section 2.1(a) hereof.

"Revolving Credit Commitment Fee" shall have the meaning set forth in Section 2.2(a) hereof.

"Revolving Credit Committed Amount" shall have the meaning set forth in Section 2.1(a) hereof.

"Revolving Credit Exposure" of any Lender at any time shall mean the sum at such time of the outstanding principal amount of such Lender's Revolving Credit Loans plus such Lender's Pro Rata share of the aggregate Letter of Credit Exposure.

"Revolving Credit Loans" shall have the meaning set forth in Section 2.1(a) hereof.

"Revolving Credit Maturity Date" shall mean October 18, 2005.

"Revolving Credit Notes" shall mean the promissory notes of the Borrower executed and delivered under Section 2.1(c) hereof, any promissory note issued pursuant to Section 10.14(c) hereof, together with all extensions, renewals, refinancings or refundings thereof in whole or part.

"Scheduled Principal Debt Service" shall mean, at any time, the scheduled payments of principal with respect to the Indebtedness of the Borrower and its consolidated Subsidiaries due and payable by the Borrower or its consolidated Subsidiaries during the next four Fiscal Quarters.

"Solvent" shall mean, with respect to any Person at any time, that at such time (a) the sum of the debts and liabilities (including, without limitation, contingent liabilities) of such Person is not greater than all of the assets of such Person at a fair valuation, (b) the present fair salable 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 has not incurred, will not incur, does not intend to incur, and does not believe that it will incur, debts or liabilities (including, without limitation, contingent liabilities) beyond such person's ability to pay as such debts and liabilities mature, (d) such Person is not engaged in, and is not about to engage in, a business or a transaction for which such person's property constitutes or would constitute unreasonably small capital, and (e) such Person is not otherwise insolvent as defined in, or otherwise in a condition which could in any circumstances then or subsequently render any transfer, conveyance, obligation or act then made, incurred or performed by it avoidable or fraudulent pursuant to, any Law that may be applicable to such Person pertaining to bankruptcy, insolvency or creditors' rights (including but not limited to the Bankruptcy Code of 1978, as amended, and, to the extent applicable to such Person, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any other applicable Law pertaining to fraudulent conveyances or fraudulent transfers or preferences).

"Standard Notice" shall mean an irrevocable notice provided to the Administrative Agent on a Business Day which is





Standard Notice must be provided no later than 10:00 a.m., Pittsburgh time, on the last day permitted for such notice.

"Subsidiary" of a Person at any time shall mean any corporation of which a majority (by number of shares or number of votes) of any class of outstanding capital stock normally entitled to vote for the election of one or more directors (regardless of any contingency which does or may suspend or dilute the voting rights of such class) is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person, and any trust of which a majority of the beneficial interest is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person.

"Subsidiary Guaranty" shall have the meaning set forth in Section 5.1(b) hereof.

"Taxes" shall have the meaning set forth in Section 2.10 hereof.

"Transfer Effective Date" shall have the meaning set forth in the applicable Transfer Supplement.

"Transfer Supplement" shall have the meaning set forth in Section 10.14(c) hereof.

"Usage" and "Usage Fee" shall have the meaning set forth in Section 2.4(a).

"Unused Revolving Credit Availability" shall mean, at any time, the difference between (i) the aggregate Revolving Credit Exposure at such time and (ii) the aggregate Revolving Credit Committed Amounts of the Lenders at such time.

"Weis Family" means (i) Robert F. Weis, his spouse and his children, (ii) Ellen W. P. Wasserman and her children, (iii) the Revocable Trust of AGMT of Ellen W. P. Wasserman, (iv) the Girard Trust Bank & Robert Freeman Weis Trust under a Will for Harry Weis, (v) Girard Trust Bank & Morris Goldman Trust UA 12/29/76, (vi) the E. W. P. Wasserman Foundation and (vii) in each case, any Permitted Transferee. "Permitted Transferee" means with respect to any person or entity, (a) such person's spouse, former spouse or children, any trust for such person's benefit or the benefit of such person's spouse or children, (b) any corporation, partnership, limited liability company, trust or other entity controlled by such person or entity or such person's spouse or children and (c) the heirs, executors, administrators, or personal representatives upon death of such person or upon the incompetence or disability of such person for purposes of the protection and management of such person's assets.

"Withdrawal Liability" shall mean "withdrawal liability" as defined by the provisions of Part 1 of Subtitle E to Title IV of ERISA.







ARTICLE II
THE CREDITS

















If any Lender notifies the Borrower of a determination under subsection (ii) of this Section 2.4(d), the EuroRate Portion of the Loans of such Lender (the "Affected Lender") shall automatically be converted to the Base Rate Option as of the date specified in such notice (and accrued interest thereon shall be due and payable on such date).

If at the time the Administrative Agent or a Lender makes a determination under subsection (i) or (ii) of this Section 2.4(d) the Borrower previously has notified the Administrative Agent that it wishes to select, convert to or renew the EuroRate Option, as the case may be, with respect to any proposed Loans but such Loans have not yet been made, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option instead of the EuroRate Option with respect to such Loans or, in the case of a determination by a Lender, such Loans of such Lender.



(z) With respect to each Funding Segment to be converted to or renewed, the Funding Period selected in accordance with Section 2.4(b) hereof to apply to such Funding Segment.

Standard Notice having been so provided, after the date specified in such Standard Notice, interest shall be calculated upon the principal amount of the Loans as so converted or renewed. Interest on the principal amount of any part of the Loans converted or renewed (automatically or otherwise) shall be due and payable on the conversion or renewal date.













therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor.

(e) If a Lender or the Administrative Agent shall become aware that it is uncontestably entitled to a refund from a Governmental Authority in respect of Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.10, it promptly shall notify the Borrower of the availability of a claim to such refund and shall make a timely claim to such taxation authority for such refund at the Borrower's expense. If a Lender or the Administrative Agent receives a refund (including pursuant to a claim for refund made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes as to which it has received full indemnification payment from the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.10, it shall within 30 days from the date of such receipt pay over the amount of such refund to the Borrower, net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent and without interest (other than interest paid by the relevant taxation authority with respect to such refund); provided that the Borrower, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other reasonable charges) to such Lender or the Administrative Agent in the event such Lender or the Administrative Agent is required to repay such refund to such taxation authority.

2.11 Tax Forms.

(a) Each Lender that is not a "United States person" within the meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (i) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (ii) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (iii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its lending office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction.

(b) Upon the request of the Administrative Agent, each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.

-21-

---





(c) If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including reasonable fees and expenses of counsel) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Revolving Credit Commitments, repayment of all Obligations and the resignation of the Administrative Agent.

ARTICLE III
THE LETTERS OF CREDIT





























































































































































(b) inspect real property that is owned or leased by them at a frequency appropriate to maintain compliance with item (a) above;

(c) employ appropriate technology, where necessary, to maintain compliance with applicable Environmental Laws; and



































#### (c) The capital stock of a Subsidiary owned on the date hereof and listed on Schedule 4.14 hereto; loans, advances and capital contributions from the Borrower to its Subsidiaries; and loans and advances from a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower;

#### (d) Acquisitions of Subsidiaries permitted by Section 7.9; provided, that on the date of acquisition the Subsidiary becomes a party to the Subsidiary Guaranty in accordance with Section 5.12 of the Subsidiary Guaranty;

#### (e) Cash Equivalent Investments;

#### (f) Investments in marketable securities such as stocks, bonds, note or other securities, provided that the aggregate cost of such investments at any time outstanding (including for this purpose the cost of any investment written off) does not exceed $50,000,000;

#### (g) advances to employees in connection with relocation expenses in the ordinary course of business;

#### (h) advances to employees in an aggregate principal amount not exceeding $500,000 at any time outstanding; and

#### (i) securities issued on account of claims against a supplier or customer in the bankruptcy of such supplier or customer.















(b) Restricted Stock Purchases permitted by Section 7.6 hereof;

(c) Stock option plans, restricted stock plans and other officer, director and employee benefit plans and arrangements approved by the board of directors of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction); and

(d) Transactions between the Borrower and its Subsidiaries, on the one hand and Affiliates of the Borrower, on the other hand; provided that, (i) such transactions are entered into in good faith and on terms no less favorable to the Borrower or such Subsidiary of the Borrower than those that could have been obtained in a comparable transaction with an unrelated third party, and (ii) the board of directors of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction) approve any such transaction occurring after the Closing Date.





































































































and, provided further,that Transfer Supplements may be entered into in the manner provided in Section 10.14 hereof. Any such amendment, modification or supplement must be in writing and shall be effective only to the extent set forth in such writing. Any Event of Default or Potential Default waived or consented to in any such amendment, modification or supplement shall be deemed to be cured and not continuing to the extent and for the period set forth in such waiver or consent, but no such waiver or consent shall extend to any other or subsequent Event of Default or Potential Default or impair any right consequent thereto.



10.4 No Implied Waiver; Cumulative Remedies. No course of dealing and no delay or failure of the Administrative Agent or any Lender Party in exercising any right, power or privilege under this Agreement or any other Loan Document shall affect any other or future exercise thereof or exercise of any other right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege or any abandonment or discontinuance of steps to enforce such a right, power or privilege preclude any further exercise thereof or of any other right, power or privilege. The rights and remedies of the Administrative Agent and the Lender Parties under this Agreement and any other Loan Document are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender Party would otherwise have hereunder or thereunder, at law, in equity or otherwise.



































(x) the Purchasing Lender shall be a party hereto and, to the extent provided in such Transfer Supplement, shall have the rights and obligations of a Lender hereunder, and



(y) the transferor Lender thereunder shall be released from its obligations under this Agreement to the extent so transferred (and, in the case of an Transfer Supplement covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party to this Agreement) from and after the Transfer Effective Date.

On or prior to the Transfer Effective Date specified in an Transfer Supplement, the Borrower, at its expense, shall execute and deliver to the Administrative Agent (for delivery to the Purchasing Lender) new Notes evidencing such Purchasing Lender's assigned Commitments or Loans and (for delivery to the transferor Lender) replacement Notes in the principal amount of the Loans or Commitments retained by the transferor Lender (such Notes to be in exchange for, but not in payment of, those Notes then held by such transferor Lender). Each such Note shall be dated the date and be substantially in the form of the predecessor Note. The Administrative Agent shall mark the predecessor Notes "exchanged" and deliver them to the Borrower. Accrued interest and accrued fees shall be paid to the Purchasing Lender at the same time or times provided in the predecessor Notes and this Agreement.





















Initial Revolving Credit MELLON BANK, N.A.,

Committed Amount: individually and as Administrative Agent

$20,000,000

By /s/ John R. Cooper

Title: Vice President

Address for Notices:

Mellon Bank, N.A.

One Mellon Center

Pittsburgh, PA 15258-0001

Attn: Loan Products Department

Telephone: 412-234-3187

Telecopier: 412-236-6112

-62-

---



Initial Revolving Credit CITIZENS BANK OF PENNSYLVANIA

Committed Amount:

$20,000,000

By /s/ Joseph N. Butto

Title: Vice President

Address for Notices:

Citizens Bank of Pennsylvania

2 n. 2nd Street, 12th Floor

Harrisburg, PA 17101

Attn: Joseph N. Butto

Telephone: 717-777-3357

Telecopier: 717-777-3363

-63-

---









|Initial Revolving Credit Committed Amount:$20,000,000 | JPMORGAN CHASE BANKBy /s/ Lee P. BrennanTitle: Vice PresidentAddress for Notices:JPMorgan Chase BankOne Riverfront PlazaNewark, NJ 07102Attn: Lee P. BrennanTelephone: 973-353-6162Telecopier: 973-353-6158
|----------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                      |                                                                                                                                                                                                            
|-64-                                                 
|                                                      |                                                                                                                                                                                                            
|                                                      |                                                                                                                                                                                                            



|Initial Revolving Credit Committed Amount:$20,000,000 | M&T BANKBy /s/ Edward T. SiglTitle: Vice PresidentAddress for Notices:M&T Bank10 Reitz Blvd.Lewisburg, PA 17837Attn: Edward T. SiglTelephone: 570-522-5113Telecopier: 570-524-9525
|----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                      |                                                                                                                                                                                   
|-65-                                                 
|                                                      |                                                                                                                                                                                   



|Initial Revolving Credit Committed Amount:$20,000,000 | WACHOVIA BANK, NATIONALASSOCIATIONBy /s/ Sharon MuellerTitle: Vice PresidentAddress for Notices:Wachovia Bank  PA6490600 Penn Street  2nd FloorP.O. Box 1102Reading, PA 196011102Attn: Sharon Mueller, VPTelephone: 610-655-1400Telecopier: 610-655-3300
|----------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|-66-                                                 
|                                                      |                                                                                                                                                                                                                                                            













EXHIBIT A

WEIS MARKETS, INC.

Revolving Credit Note

$ Pittsburgh, Pennsylvania

, 2002

FOR VALUE RECEIVED, the undersigned, WEIS MARKETS, INC., a Pennsylvania corporation (the "Borrower"), promises to pay to the order of [NAME OF LENDER] (the "Lender") on or before the Revolving Credit Maturity Date, and at such earlier dates as may be required by the Agreement (as defined below), the lesser of (i) the principal sum of  ($) or (ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower from time to time pursuant to the Agreement. The Borrower further promises to pay to the order of the Lender interest on the unpaid principal amount hereof from time to time outstanding at the rate or rates per annum determined pursuant to the Agreement, payable on the dates set forth in the Agreement.

This Note is one of the "Revolving Credit Notes" as referred to in, and is entitled to the benefits of, the Revolving Credit Agreement, dated as of October 15, 2002, by and among the Borrower, the Lenders parties thereto from time to time, the Issuing Bank referred to therein, and Mellon Bank, N.A., a national banking association, as Administrative Agent, for the Lenders (as the same may be amended, modified or supplemented from time to time, the "Agreement"), which among other things provides for the acceleration of the maturity hereof upon the occurrence of certain events and for prepayments in certain circumstances and upon certain terms and conditions. Terms defined in the Agreement have the same meanings herein.

This Note is secured by and is entitled to the benefits of the Subsidiary Guaranty referred to in the Agreement.

The Borrower hereby expressly waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Agreement, and an action for amounts due hereunder or thereunder shall immediately accrue.

This Note shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of choice of law.

WEIS MARKETS, INC.

By

Title:



A-1

---





Exhibit B

TRANSFER SUPPLEMENT

THIS TRANSFER SUPPLEMENT, dated as of the date specified in Item 1 of Schedule I hereto, among the Transferor Lender specified in Item 2 of Schedule I hereto (the "Transferor Lender"), each Purchasing Lender specified in Item 3 of Schedule I hereto (each a "Purchasing Lender") and Mellon Bank, N.A., as Administrative Agent for the Lenders under the Credit Agreement described below.

Recitals:

A. This Transfer Supplement is being executed and delivered in accordance with Section 10.14(c) of the Revolving Credit Agreement, dated as of October 15, 2002, by and among Weis Markets, Inc., a Pennsylvania corporation (the "Borrower"), the Lenders parties thereto from time to time, the Issuing Bank referred to therein and Mellon Bank, N.A., a national banking association, as Administrative Agent for the Lenders (as the same may be amended, modified or supplemented from time to time, the "Credit Agreement"). Capitalized terms used herein without definition have the meaning specified in the Credit Agreement.

B. Each Purchasing Lender (if it is not already a Lender) wishes to become a Lender party to the Credit Agreement.

C. The Transferor Lender is selling and assigning to each Purchasing Lender, and each Purchasing Lender is purchasing and assuming, a certain portion of the Transferor Lender's rights and obligations under the Credit Agreement, including, without limitation, the Transferor Lender's Revolving Credit Commitment and Loans owing to it and any Notes held by it (the "Transferor Lender's Interests").

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

1. Transfer Effective Notice. Upon receipt by the Administrative Agent of five counterparts of this Transfer Supplement (to each of which is attached a fully completed Schedule I and Schedule II), and each of which has been executed by the Transferor Lender, by each Purchasing Lender and by any other Person required by Section 10.14(c) of the Credit Agreement to execute this Transfer Supplement, the Administrative Agent will transmit to the Borrower, the Transferor Lender and each Purchasing Lender a transfer effective notice, substantially in the form of Schedule III to this Transfer Supplement (a "Transfer Effective Notice"). The date specified in such Transfer Effective Notice as the date on which the transfer effected by this Transfer Supplement shall become effective (the "Transfer Effective Date") shall be the fifth Business Day following the date of such Transfer Effective Notice or such other date as shall be agreed upon among the Transfer Lender, the Purchasing Lender, the Administrative Agent and the Borrower. From and after the close of business at the Administrative Agent's Office on the Transfer Effective Date each Purchasing Lender (if not already a Lender party to the Credit Agreement) shall be a Lender party to the Credit Agreement for all purposes thereof having the respective interests in the Transferor Lender's Interests reflected in this Transfer Supplement.

2. Purchase Price; Sale. At or before 12:00 Noon, local time at the Transferor Lender's office specified in Schedule III, on the Transfer Effective Date, each Purchasing Lender shall pay to the Transferor Lender, in immediately available funds, an amount equal to the purchase price, as agreed between the Transferor Lender and such Purchasing Lender (the "Purchase Price"), of the portion being purchased by such Purchasing Lender (such Purchasing Lender's "Purchased Percentage") of the Transferor Lender's Interests. Effective upon receipt by the Transferor Lender of the Purchase Price from a Purchasing Lender, the Transferor Lender hereby irrevocably sells, assigns and transfers to such Purchasing Lender, without recourse, representation or warranty (express or implied) except as set forth in Section 6 hereof, and each Purchasing Lender hereby irrevocably purchases, takes and assumes from the Transferor Lender such Purchasing Lender's Purchased Percentage of the Transferor Lender's Interests. The Transferor Lender shall promptly notify the Administrative Agent of the receipt of the Purchase Price from a Purchasing Lender ("Purchase Price Receipt Notice"). Upon receipt by the Administrative Agent of such Purchase Price Receipt Notice, the Administrative Agent shall record in the Register the information with respect to such sale and purchase as contemplated by Section 10.14(d) of the Credit Agreement.

B-1

---





3. Principal, Interest and Fees. All principal payments, interest, fees and other amounts that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Lender in respect of the Transferor Lender's Interests shall, instead, be payable to or for the account of the Transferor Lender and the Purchasing Lenders, as the case may be, in accordance with their respective interests as reflected in this Transfer Supplement.

4. Closing Documents. Concurrently with the execution and delivery hereof, the Transferor Lender will provide, or will request that the Borrower provide, to each Purchasing Lender (if it is not already a Lender party to the Credit Agreement) conformed copies of all documents delivered to such Transferor Lender on the Closing Date in satisfaction of conditions precedent set forth in the Credit Agreement.

5. Further Assurances. Each of the parties to this Transfer Supplement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Transfer Supplement.

6. Certain Representations and Agreements. By executing and delivering this Transfer Supplement, the Transferor Lender and each Purchasing Lender confirm to and agree with each other and the Administrative Agent and the Lenders as follows:

(a) Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, the Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the execution, delivery, effectiveness, enforceability, genuineness, validity or adequacy of the Credit Agreement or any other Loan Document, (ii) any recital, representation, warranty, document, certificate, report or statement in, provided for in, received under or in connection with, the Credit Agreement or any other Loan Document, or (iv) the existence, validity, enforceability, perfection, recordation, priority, adequacy or value, now or hereafter, of any Lien or other direct or indirect security afforded or purported to be afforded by any of the Loan Documents or otherwise from time to time.

(b) The Transferor Lender makes no representation or warranty and assumes no responsibility with respect to (i) the performance or observance of any of the terms or conditions of the Credit Agreement or any other Loan Document on the part of any Loan Party, (ii) the business, operations, condition (financial or otherwise) or prospects of any Loan Party or any other Person, or (iii) the existence of any Event of Default or Potential Default.

(c) Each Purchasing Lender confirms that it has received a copy of the Credit Agreement and each of the other Loan Documents, together with copies of the financial statements referred to in Sections 4.6 and 4.7 thereof, the most recent financial statements delivered pursuant to Section 6.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Transfer Supplement. Each Purchasing Lender confirms that it has made such analysis and decision independently and without reliance upon the Administrative Agent, the Transferor Lender or any other Lender.

(d) Each Purchasing Lender, independently and without reliance upon the Administrative Agent, the Transferor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, will make its own decisions to take or not take action under or in connection with the Credit Agreement or any other Loan Document.



B-2

---





(e) Each Purchasing Lender irrevocably appoints the Administrative Agent to act as Administrative Agent for such Purchasing Lender under the Agreement and the other Loan Documents, all in accordance with Article IX of the Credit Agreement and the other provisions of the Credit Agreement and the other Loan Documents.

(f) Each Purchasing Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.

7. Schedule II. Schedule II hereto sets forth the revised Revolving Credit Commitments of the Transferor Lender and each Purchasing Lender as well as administrative information with respect to each Purchasing Lender.

8. Governing Law. This Transfer Supplement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of choice of law.

9. Counterparts. This Transfer Supplement may be executed on any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Transfer Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.



B-3

---





Schedule I
toTransfer Supplement

COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT

Re: Revolving Credit Agreement, dated as of October 15, 2002, by and Weis Markets, Inc., a Pennsylvania corporation (the "Borrower"), the Lenders parties thereto from time to time, the Issuing Bank referred to therein and Mellon Bank, N.A., a national banking association, as Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement").



|Item 1 | (Date of Assignment Supplement):                | [Insert date of Assignment Supplement]  
|------ | ----------------------------------------------- | ----------------------------------------
|Item 2 | (Transferor Lender):                            | [Insert name of Transferor Lender]      
|Item 3 | (Purchasing Lender[s]):                         | [Insert name[s] of Purchasing Lender[s]]
|Item 4 | (Signatures of Parties to Transfer Supplement): |                                         

[Name of Transferor Lender],

as Transferor Lender

By:

Title:

[Name of Purchasing Lender],

as Purchasing Lender

By:

Title:

[Name of Purchasing Lender],

as Purchasing Lender

By:

Title:



B-4

---







[Following two consents required only when Purchasing Lender is not already a Lender or an affiliate of a Lender]

CONSENTED TO AND ACKNOWLEDGED:

WEIS MARKETS, INC.

By:

Title:

MELLON BANK, N.A., as Administrative Agent and Issuing Bank

By:

Title:

ACCEPTED FOR RECORDATION IN PURCHASING LENDER REGISTER:

MELLON BANK, N.A., as Administrative Agent

By:

Title:



B-5

---





Schedule II
to
Transfer Supplement

LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITTED AMOUNTS

[Name of Transferor Lender] Revised Commitment:

Revolving Credit 
Committed Amount $

Revised Commitment 
Percentage:

[Name of Purchasing Lender]New Commitment:

Revolving Credit 
Committed Amount $

Revised Commitment 
Percentage:

Administrative Information

for Purchasing Lender:

Address:

Attention:

Telephone:

Telex:

(Answerback:)

Telecopier:



B-6

---





Schedule III
toTransfer Supplement

Transfer Effective Notice

To: [Insert Name of Borrower, Transferor

Lender and each Purchasing Lender]

The undersigned, as Administrative Agent under the Revolving Credit Agreement, dated as of October 15, 2002, by and among Weis Markets, Inc., a Pennsylvania corporation, the Lenders parties thereto from time to time, the Issuing Bank referred to therein and Mellon Bank, N.A., a national banking association, as Administrative Agent for the Lenders (as the same may be amended, modified or supplemented from time to time, the "Credit Agreement"), acknowledges receipt of five executed counterparts of a completed Transfer Supplement, dated, 199, from [name of Transferor Lender] to [name of each Purchasing Lender] (the "Transfer Supplement"). Terms defined in the Transfer Supplement are used herein as therein defined.

1. Pursuant to the Transfer Supplement, you are advised that the Transfer Effective Date will be, 20. [Insert fifth Business Day following date of Transfer Effective Notice or other date agreed to among the Transferor Lender, the Purchasing Lender, the Administrative Agent and the Borrower.]

2. Pursuant to Section 10.14(c) of the Credit Agreement, the Transferor Lender has delivered to the Administrative Agent the Transferor Lender Notes.

3. Section 10.14(c) of the Credit Agreement provides that the Borrower is to deliver to the Administrative Agent on or before the Assignment Effective Date the following Notes, each dated the date of the Note it replaces.

[Describe each new Revolving Credit Note for Transferor Lender and Purchasing Lender as to date, principal amount and payee.]

4. The Transfer Supplement provides that each Purchasing Lender is to pay its Purchase Price to the Transferor Lender at or before 12:00 o'clock Noon, local time at the Transferor Lender's lending office specified in Schedule II to the Transfer Supplement, on the Transfer Effective Date in immediately available funds.

Very truly yours,

MELLON BANK, N.A., as Administrative Agent

By:

Title:

B-7

---





Exhibit C

________________________________________________________________________________________________________________________________________________________________________

GUARANTY AND SURETYSHIP AGREEMENT

dated as of October 15, 2002

made by

THE SUBSIDIARY GUARANTORS REFERRED TO HEREIN

in favor of

MELLON BANK, N.A.,
as Administrative Agent

________________________________________________________________________________________________________________________________________________________________________

C-

GUARANTY AND SURETYSHIP AGREEMENT

THIS AGREEMENT, dated as of October 15, 2002, made by each of the Persons executing this Agreement as a Subsidiary Guarantor and each other Person which from time to time becomes a Subsidiary Guarantor party hereto (each, a "Subsidiary Guarantor"), in favor of Mellon Bank, N.A., as Administrative Agent under the Revolving Credit Agreement referred to below (in such capacity, together with its successors, the "Administrative Agent") and the Lenders party thereto from time to time.

Recitals:

A. Weis Markets, Inc., a Pennsylvania corporation (the "Borrower") has entered into a Revolving Credit Agreement dated as of October 15, 2002, with the Lenders parties thereto from time to time, the Issuing Bank referred to therein, and Mellon Bank, N.A., as Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement"). Each Subsidiary Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement, and each Subsidiary Guarantor may receive a portion of the proceeds of extensions of credit under the Credit Agreement from time to time.

B. It is a condition precedent to the extension of credit under the Credit Agreement that the Subsidiary Guarantors execute and deliver this Agreement. This Agreement, among other things, is made by the Subsidiary Guarantors to induce the Lenders, the Issuing Bank and the Administrative Agent (collectively, the "Lender Parties") to enter into the Loan Documents (as defined in the Credit Agreement) and to induce the Lenders to extend credit under the Credit Agreement.

C. Each Subsidiary Guarantor acknowledges that the Lender Parties have relied and will rely on this Agreement in entering into the Loan Documents and extending credit under the Credit Agreement. Each Subsidiary Guarantor further acknowledges that it has, independently and without reliance upon the Lender Parties or any representation by or other information from the Lender Parties, made its own credit analysis and decision to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises, and intending to be legally bound, each Subsidiary Guarantor hereby agrees as follows:

Article I
Definitions

1.1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Credit Agreement.

Article II
Guaranty and Suretyship

2.1. Guaranty and Suretyship. Each Subsidiary Guarantor hereby absolutely, unconditionally and irrevocably guarantees and becomes surety for the full and punctual payment and performance of the Obligations as and when such payment or performance shall become due (at scheduled maturity, by acceleration or otherwise) in accordance with the terms of the Loan Documents. This Agreement is an agreement of suretyship as well as of guaranty, is a guarantee of payment and performance and not merely of collectibility, and is in no way conditioned upon any attempt to collect from or proceed against the Borrower, any other Subsidiary Guarantor or any other Person or any other event or circumstance. The obligations of each Subsidiary Guarantor under this Agreement are direct and primary obligations of such Subsidiary Guarantor and are independent of the Obligations, and a separate action or actions may be brought against such Subsidiary Guarantor regardless of whether action is brought against the Borrower, any other Subsidiary Guarantor or any other Person or whether the Borrower, any other Subsidiary Guarantor or any other Person is joined in any such action or actions.

2.2. Obligations Absolute. To the extent permitted by Law, each Subsidiary Guarantor agrees that the Obligations will be paid and performed strictly in accordance with the terms of the Loan Documents, regardless of any Law, regulation or order now or hereafter in effect in any jurisdiction affecting the Obligations, any of the terms of the Loan Documents or the rights of any Lender Party or any other Person with respect thereto. To the extent permitted by Law, the obligations of each Subsidiary Guarantor under this Agreement shall be absolute, unconditional and irrevocable, irrespective of any of the following:

(a) any lack of legality, validity, enforceability, allowability (in a bankruptcy, insolvency, reorganization, dissolution or similar proceeding, or otherwise), or any avoidance or subordination, in whole or in part, of any Loan Document or any of the Obligations;

(b) any change in the amount, nature, time, place or manner of payment or performance of, or in any other term of, any of the Obligations (whether or not such change is contemplated by the Loan Documents as presently constituted, and specifically including any increase in the Obligations, whether resulting from the extension of additional credit to the Borrower or otherwise), any execution of any additional Loan Documents, or any amendment or waiver of or any consent to departure from any Loan Document;

(c) any taking, exchange, release, impairment or nonperfection of any collateral, or any taking, release, impairment or amendment or waiver of or consent to departure from any other guaranty or other direct or indirect security for any of the Obligations;

C-1

---





(d) any manner of application of collateral or other direct or indirect security for any of the Obligations, or proceeds thereof, to any of the Obligations or to other obligations secured thereby, or any manner of sale or other disposition of any collateral for any of the Obligations or any other assets of any Loan Party;

(e) any impairment by any Lender Party or any other Person of any recourse of such Subsidiary Guarantor against any Loan Party or any other Person, or any other impairment by any Lender Party or any other Person of the suretyship status of such Subsidiary Guarantor;

(f) any bankruptcy, insolvency, reorganization, dissolution or similar proceedings with respect to, or any change, restructuring or termination of the corporate structure or existence of, any Loan Party, such Subsidiary Guarantor or any other Person;

(g) any failure of any Lender Party or any other Person to disclose to such Subsidiary Guarantor any information pertaining to the business, operations, condition (financial or other) or prospects of any Loan Party or any other Person, or to give any other notice, disclosure or demand; or

(h) any other event or circumstance (excluding only the defense of full, strict and indefeasible payment and performance) that might otherwise constitute a defense available to, a discharge of, or a limitation on the obligations of, any Loan Party, such Subsidiary Guarantor or a guarantor or surety.

2.3. Waivers, etc. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by Law, any defense to or limitation on its obligations under this Agreement arising out of or based upon any matter referred to in Section 2.2. Without limiting the generality of the foregoing, each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by Law, each of the following:

(a) all notices, disclosures and demands of any nature which otherwise might be required from time to time to preserve intact any rights against such Subsidiary Guarantor, including (i) any notice of any event or circumstance described in Section 2.2, (ii) any notice required by any law, regulation or order now or hereafter in effect in any jurisdiction, (iii) any notice of nonpayment, nonperformance, dishonor, or protest under any Loan Document or any of the Obligations, (iv) any notice of the incurrence of any Obligation, (v) any notice of any default or any failure on the part of any Loan Party or any other Person to comply with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations, and (vi) any notice of any information pertaining to the business, operations, condition (financial or other) or prospects of any Loan Party or any other Person;



C-2

---





(b) any right to any marshalling of assets, to the filing of any claim against any Loan Party or any other Person in the event of any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, or to the exercise against any Loan Party or any other Person of any other right or remedy under or in connection with any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; any requirement of promptness or diligence on the part of the Lender Parties or any other Person; any requirement to exhaust any remedies under or in connection with, or to mitigate the damages resulting from default under, any Loan Document or any of the Obligations or any direct or indirect security for any of the Obligations; and any requirement of acceptance of this Agreement, and any requirement that such Subsidiary Guarantor receive notice of such acceptance; and

(c) any defense or other right arising by reason of any Law now or hereafter in effect in any jurisdiction pertaining to election of remedies (including anti-deficiency laws, "one action" laws or similar laws), or by reason of any election of remedies or other action or inaction by the Lender Parties (including commencement or completion of any judicial proceeding or nonjudicial sale or other action in respect of collateral security for any of the Obligations), which results in denial or impairment of the right of the Lender Parties to seek a deficiency against any Loan Party any other Person, or which otherwise discharges or impairs any of the Obligations or any recourse of such Subsidiary Guarantor against any Loan Party or any other Person.

2.4. Reinstatement. This Agreement shall continue to be effective, or be automatically reinstated, as the case may be, if at any time payment of any of the Obligations is avoided, rescinded or must otherwise be returned by any Lender Party for any reason, all as though such payment had not been made.

2.5. No Stay. Without limiting the generality of any other provision of this Agreement, if any acceleration of the time for payment or performance of any Obligation, or any condition to any such acceleration, shall at any time be stayed, enjoined or prevented for any reason (including stay or injunction resulting from the pendency against any Loan Party or any other Person of a bankruptcy, insolvency, reorganization, dissolution or similar proceeding), each Subsidiary Guarantor agrees that, for purposes of this Agreement and its obligations hereunder, at the option of the Administrative Agent, such Obligation shall be deemed to have been accelerated and such condition to acceleration shall be deemed to have been met.

2.6. Payments. All payments to be made by each Subsidiary Guarantor pursuant to this Agreement (other than payments to a Lender Party under Section 2.11) shall be made to the Administrative Agent at the time prescribed for payments of the underlying Obligation in the Credit Agreement, without setoff, counterclaim, withholding or other deduction of any nature. The Administrative Agent shall apply such payments received by it in accordance with the Credit Agreement.





C-3

---





2.7. Subrogation, etc. Any rights which any Subsidiary Guarantor may have or acquire by way of subrogation, reimbursement, restitution, exoneration, contribution or indemnity, and any similar rights (whether arising by operation of law, by agreement or otherwise), against the Borrower, any other Subsidiary Guarantor or any other Person arising from the existence, payment, performance or enforcement of any of the obligations of such Subsidiary Guarantor under or in connection with this Agreement, shall be subordinate in right of payment to the Obligations, and such Subsidiary Guarantor shall not exercise any such rights until all Obligations (other than Obligations constituting contingent obligations under indemnification provisions so long as no claim has been made under any indemnification provision) and all other obligations under this Agreement have been paid in cash and performed in full and all commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated. If, notwithstanding the foregoing, any amount shall be received by a Subsidiary Guarantor on account of any such rights at any time prior to the time at which all Obligations and all other obligations under this Agreement shall have been paid in cash and performed in full and all commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents shall have terminated, such amount shall be held by such Subsidiary Guarantor in trust for the benefit of the Lender Parties, segregated from other funds held by such Subsidiary Guarantor, and shall be forthwith delivered to the Administrative Agent in the exact form received by such Subsidiary Guarantor (with any necessary endorsement), to be applied to the Obligations, whether matured or unmatured, in such order as the Lender Party may elect, or to be held by the Administrative Agent on behalf of the Lender Parties as security for the Obligations and disposed of by the Administrative Agent in accordance with the Credit Agreement.

2.8. Continuing Agreement. This Agreement is a continuing guaranty and shall continue in full force and effect until all Obligations (and if the only Obligations remaining are those referred to in the second to last sentence of Section 10.9 of the Credit Agreement, this Agreement shall continue to be effective only with respect to such Obligations) and all other amounts payable under this Agreement have been paid in cash and performed in full, and all commitments to extend credit under, and all Letters of Credit issued under, the Loan Documents have terminated (or, in the case of Letters of Credit, have been cash collateralized to the satisfaction of the Issuing Bank pursuant to documentation satisfactory to the Issuing Bank), subject in any event to reinstatement in accordance with Section 2.4. Without limiting the generality of the foregoing, each Subsidiary Guarantor hereby irrevocably waives any right to terminate or revoke this Agreement.

2.9. Limitation on Payments. The parties hereto intend to conform to all applicable Laws limiting the maximum rate of interest that may be charged or collected by the Lender Parties from any Subsidiary Guarantor. Accordingly, notwithstanding any other provision hereof, a Subsidiary Guarantor shall not be required to make any payment to or for the account of a Lender Party, and such Lender Party shall refund any payment made by such Subsidiary Guarantor, to the extent that such requirement or such failure to refund would violate or conflict with mandatory and nonwaivable provisions of applicable Law limiting the maximum amount of interest which may be charged or collected by such Lender Party from such Subsidiary Guarantor.

2.10. Limitation on Obligations. Notwithstanding any other provision hereof, to the extent that mandatory and nonwaivable provisions of applicable Law pertaining to fraudulent transfer or fraudulent conveyance otherwise would render the full amount of the obligations of a Subsidiary Guarantor under this Agreement avoidable, invalid or unenforceable, the obligations of such Subsidiary Guarantor under this Agreement shall be limited to the maximum amount which does not result in such avoidability, invalidity or unenforceability. In any action, suit or proceeding pertaining to this Agreement, the burden of proof, by clear and convincing evidence, shall be on the Person claiming that this Section 2.10 applies to limit any obligation of such Subsidiary Guarantor under this Agreement, or claiming that any obligation of such Subsidiary Guarantor under this Agreement is avoidable, invalid or unenforceable, as to each element of such claim.





C-4

---





2.11. Release of Subsidiary Guarantor. Upon the sale or other disposition of all of the capital stock of and other equity interests in a Subsidiary Guarantor to a Person or Persons other than the Borrower or a Subsidiary of the Borrower, which sale or other disposition is in compliance with the Loan Documents, the Administrative Agent will, at such Subsidiary Guarantor's expense, release such Subsidiary Guarantor from its obligations under this Agreement; provided, however, that (a) at the time of such request and such release no Event of Default or Potential Default shall have occurred and be continuing, and (b) such Subsidiary Guarantor shall have delivered to the Administrative Agent, at least five Business Days prior to the date of the proposed release, a written request for release describing the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form for release for execution by the Administrative Agent and a certification by a Responsible Officer of the Borrower to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may in good faith request.

Article III
Representations and Warranties

3.1. Credit Agreement. The provisions of Article IV of the Credit Agreement are hereby incorporated by reference (together with all related definitions and cross references), insofar as such provisions relate to a Subsidiary Guarantor or any Subsidiary of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby represents and warrants to the Lender Parties as provided therein.

3.2. Representations and Warranties Remade at Each Extension of Credit. Each request (including any deemed request) by the Borrower for any extension of credit under any Loan Document shall be deemed to constitute a representation and warranty by each Subsidiary Guarantor to the Lender Parties that the representations and warranties made by such Subsidiary Guarantor in this Article III are true and correct on and as of the date of such request with the same effect as though made on and as of such date. Failure by the Administrative Agent to receive notice from a Subsidiary Guarantor to the contrary before any extension of credit under any Loan Document shall constitute a further representation and warranty by such Subsidiary Guarantor to the Lender Parties that the representations and warranties made by such Subsidiary Guarantor in this Article III are true and correct on and as of the date of such extension of credit with the same effect as though made on and as of such date.

Article IV
Covenants

4.1. Covenants Generally. Reference is hereby made to the provisions of Articles VI and VII of the Credit Agreement (together with all related definitions and crossreferences). Each Subsidiary Guarantor hereby agrees that, to the extent such provisions impose upon the Borrower a duty to cause any Subsidiary Guarantor to do or refrain from doing certain acts or things or to meet or refrain from meeting certain conditions, such Subsidiary Guarantor shall do or refrain from doing such acts or things, or meet or refrain from meeting such conditions, as the case may be.



C-5

---





Article V
Miscellaneous

5.1. Amendments, etc. No amendment to or waiver of any provision of this Agreement, and no consent to any departure by any Subsidiary Guarantor herefrom, shall in any event be effective unless in a writing manually signed by or on behalf of such Subsidiary Guarantor and the Administrative Agent. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Such amendments, waivers and consents shall be made in accordance with, and shall be subject to, Section 10.3 of the Credit Agreement.

5.2. No Implied Waiver; Remedies Cumulative. No delay or failure of the Administrative Agent or any other Lender Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of the Administrative Agent or any other Lender Party under this Agreement are cumulative and not exclusive of any other rights or remedies available hereunder, under any other agreement, at law, or otherwise.

5.3. Notices. Except to the extent, if any, otherwise expressly provided herein, all notices and other communications (collectively, "notices") under this Agreement shall be given, shall be effective, and may be relied upon, in the same way as notices under the Credit Agreement. In the case of a Subsidiary Guarantor notices shall be sent to it at the address set forth on the signature page hereto or the signature page of its Additional Subsidiary Guarantor Supplement, or in accordance with the last unrevoked written direction from such Subsidiary Guarantor to the Administrative Agent.

5.4. Expenses. Each Subsidiary Guarantor agrees to pay upon demand all reasonable expenses (including reasonable fees and expenses of counsel) which the Administrative Agent or any other Lender Party may incur from time to time arising from or relating to the administration of, or exercise, enforcement or preservation of rights or remedies under, this Agreement.

5.5. Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous understandings and agreements.

5.6. Survival. All representations and warranties of each Subsidiary Guarantor contained in or made in connection with this Agreement shall survive, and shall not be waived by, the execution and delivery of this Agreement, any investigation by or knowledge of any Lender Party, any extension of credit, termination of this Agreement, or any other event or circumstance whatsoever.

5.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same agreement.



5.8. Setoff. In the event that any obligation of a Subsidiary Guarantor now or hereafter existing under this Agreement or any other Loan Document shall have become due and payable, each Lender Party shall have the right from time to time, without notice to such Subsidiary Guarantor, to set off against and apply to such due and payable amount any obligation of any nature of such Lender Party to such Subsidiary Guarantor, including all deposits (whether time or demand, general or special, provisionally or finally credited, however evidenced) now or hereafter maintained by such Subsidiary Guarantor with such Lender Party. Such right shall be absolute and unconditional in all circumstances and, without limitation, shall exist whether such obligation to such Subsidiary Guarantor is absolute or contingent, matured or unmatured (it being agreed that such Lender Party may deem such obligation to be then due and payable at the time of such setoff), regardless of the offices or branches through which the parties are acting with respect to the offset obligations, and regardless of the existence or adequacy of any other direct or indirect security or any other right or remedy available to such Lender Party. Nothing in this Agreement or any other Loan Document shall be deemed a waiver of or restriction on any right of setoff or banker's lien available to a Lender Party under this Section 5.8, at law or otherwise. Each Subsidiary Guarantor hereby agrees that any affiliate of a Lender Party, and any holder of a participation in any obligation of such Subsidiary Guarantor under this Agreement, shall have the same rights of setoff as the Lender Parties as provided in this Section 5.8 (regardless of whether such affiliate or participant otherwise would be deemed a creditor of such Subsidiary Guarantor).



C-6

---





5.9. Construction. In this Agreement, unless the context otherwise clearly requires, references to the plural include the singular, the singular the plural, and the part the whole; the neuter case includes the masculine and feminine cases; and "or" is not exclusive. In this Agreement, any references to property (or similar terms) include any interest in such property (or other item referred to); "include," "includes," "including" and similar terms are not limiting; and "hereof," "herein," "hereunder" and similar terms refer to this Agreement as a whole and not to any particular provision. Section and other headings in this Agreement, and any table of contents herein, are for reference purposes only and shall not affect the interpretation of this Agreement in any respect. Section and other references in this Agreement are to this Agreement unless otherwise specified. This Agreement has been fully negotiated between the applicable parties, each party having the benefit of legal counsel, and accordingly neither any doctrine of construction of guaranties in favor of the secured party, nor any doctrine of construction of ambiguities against the party controlling the drafting, shall apply to this Agreement.

5.10. Successors and Assigns. This Agreement shall be binding upon each Subsidiary Guarantor and its successors and assigns, and shall inure to the benefit of and be enforceable by the Administrative Agent and the other Lender Parties and their respective successors and assigns. Without limitation of the foregoing, each Lender Party (and any successive assignee or transferee) from time to time may assign or otherwise transfer all or any portion of its rights or obligations under the Loan Documents (including all or any portion of any commitment to extend credit), or any Obligations, to any other Person, and such Obligations (including any Obligations resulting from extension of credit by such other Person under or in connection with the Loan Documents) shall be and remain Obligations entitled to the benefit of this Agreement, and to the extent of its interest in such Obligations such other Person shall be vested with all the benefits in respect thereof granted to the Lender Party in this Agreement or otherwise.

5.11. Joint and Several Obligations. The obligations of the Subsidiary Guarantors hereunder are joint and several obligations of each of them.

5.12. Additional Subsidiary Guarantors. Upon execution by a Person of a supplement in the form of Annex A (as "Additional Subsidiary Guarantor Supplement"), such Person shall become party hereto as an additional Subsidiary Guarantor and shall be subject to and bound by all of the provisions hereof. The addition of any additional Subsidiary Guarantor as a party to this Agreement shall not require the consent of any other Subsidiary Guarantor. The rights and obligations of each Subsidiary Guarantor shall remain in full force and effect following the addition of any additional Subsidiary Guarantor as a party to this Agreement. At the time an Additional Subsidiary Guarantor Supplement is executed by a new Subsidiary Guarantor, such Subsidiary Guarantor shall deliver to the Administrative Agent an opinion of counsel in substantially the form of Annex B, and covering such other matters as the Administrative Agent may reasonably request.



C-7

---

5.13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Limitation of Liability. Without limiting the generality of Section 10.16 of the Credit Agreement:

(a) Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict of law principles.

(b) Certain Waivers. Each Subsidiary Guarantor hereby irrevocably and unconditionally:

(i) agrees that any action, suit or proceeding by any Person arising from or relating to this Agreement or any other Loan Document or any statement, course of conduct, act, omission or event occurring in connection herewith or therewith (collectively, "Related Litigation") may be brought in any state or federal court of competent jurisdiction sitting in Allegheny County, Pennsylvania, submits to the jurisdiction of such courts, and to the fullest extent permitted by Law agrees that will not bring any Related Litigation in any other forum (but nothing herein shall affect the right of any Lender Party to bring any action, suit or proceeding in any other forum);

(ii) waives any objection which it may have at any time to the laying of venue of any Related Litigation brought in any such court, waives any claim that any such Related Litigation has been brought in an inconvenient forum, and waives any right to object, with respect to any Related Litigation brought in any such court, that such court does not have jurisdiction over such Subsidiary Guarantor;

(iii) consents and agrees to service of any summons, complaint or other legal process in any Related Litigation by registered or certified U.S. mail, postage prepaid, to such Subsidiary Guarantor at the address for notices described in Section 5.3 hereof, and consents and agrees that such service shall constitute in every respect valid and effective service (but nothing herein shall affect the validity or effectiveness of process served in any other manner permitted by Law); and

(iv) waives the right to trial by jury in any Related Litigation.

(c) Limitation of Liability.  To the fullest extent permitted by Law, no claim may be made by any Subsidiary Guarantor against any Lender Party or any affiliate, director, officer, employee, attorney or agent of any of them for any special, incidental, indirect, consequential or punitive damages in respect of any claim arising from or relating to this Agreement or any other Loan Document or any statement, course of conduct, act, omission, or event occurring in connection herewith or therewith (whether for breach of contract, tort or any other theory of liability). Each Subsidiary Guarantor hereby waives, releases and agrees not to sue upon any claim for any such damages, whether such claim presently exists or arises hereafter and whether or not such claim is known or suspected to exist in its favor.



C-8

---





IN WITNESS WHEREOF, the Subsidiary Guarantor(s) have executed and delivered this Agreement as of the date first above written.

ALBANY PUBLIC MARKETS, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

DUTCH VALLEY FOOD COMPANY, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

KING'S SUPERMARKETS, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:



C-9

---





MARTIN'S FARM MARKET, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

SHAMROCK WHOLESALE DISTRIBUTORS, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

SUPERPETZ, LLC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:



C-10

---





WEIS TRANSPORTATION, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

WMK FINANCING, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:

WMK HOLDINGS, INC.

By_______________________________

Name:

Title:

Address

Attn:

Telephone:

Facsimile:



C-1

---







Annex A
to
Guaranty and Suretyship Agreement

ADDITIONAL SUBSIDIARY GUARANTOR SUPPLEMENT

THIS SUPPLEMENT to the Guaranty and Suretyship Agreement dated as of [ ], made by the Subsidiary Guarantors referred to therein in favor of Mellon Bank, N.A., as Administrative Agent (such Guaranty and Suretyship Agreement, as amended, modified or supplemented, being referred to as the "Subsidiary Guaranty").

Recitals:

### A. Capitalized terms used herein and not otherwise defined shall have the meanings given them in, or by reference in, the Subsidiary Guaranty.

B. The Subsidiary Guaranty contemplates that a Person may become party to the Subsidiary Guaranty as an additional Subsidiary Guarantor. The Person executing this Supplement as Subsidiary Guarantor below (the "Additional Subsidiary Guarantor") desires to become party to the Subsidiary Guaranty as a Subsidiary Guarantor.

NOW, THEREFORE, the Additional Subsidiary Guarantor , intending to be legally bound hereby, represents, warrants and covenants to the Lender Parties and the Loan Parties as follows:

Section 1. Joinder. The Additional Subsidiary Guarantor hereby becomes party to the Subsidiary Guaranty as a Subsidiary Guarantor thereunder, and agrees that it shall be subject to and bound by all of the provisions thereof.

Section 2. Warranties, etc. The Additional Subsidiary Guarantor hereby represents and warrants to each Lender Party that each of the representations and warranties set forth in Article III of the Subsidiary Guaranty is true and correct, insofar as such provisions relate to the Additional Subsidiary Guarantor or any Subsidiary of the Additional Subsidiary Guarantor, after giving effect to this Supplement.

Section 3. Governing Law. This Supplement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.

Section 4. Execution in Counterparts. This Supplement may be executed by the Additional Subsidiary Guarantor in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one and the same agreement.

IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has duly executed this Supplement.





---





as Subsidiary Guarantor

By_______________________________

Name:

Title:

Address:

Attn:

Telephone:

Facsimile:

Date:



2

---





Annex B to Guaranty and Suretyship Agreement

Form of Opinion of Counsel to Additional Subsidiary Guarantor

[Date]

To Mellon Bank, N.A., as Administrative

Agent under the Credit Agreement referred

to below and to each of the Lender Parties

referred to in such Credit Agreement

Ladies and Gentlemen:

We have acted as counsel for [name of Additional Subsidiary Guarantor] (the "Additional Subsidiary Guarantor") and are rendering this opinion in connection with (a) the Guaranty and Suretyship Agreement (the "Subsidiary Guaranty," as further defined below), dated as of [ ], made by the Subsidiary Guarantors referred to therein in favor of Mellon Bank, N.A., as Administrative Agent under the Credit Agreement referred to below, and (b) the Additional Subsidiary Guarantor Supplement (the "Supplement") executed by the Additional Subsidiary Guarantor, whereby the Additional Subsidiary Guarantor has joined the Subsidiary Guaranty as a Subsidiary Guarantor. Terms used herein, but not otherwise defined herein, have the meaning ascribed thereto in the Subsidiary Guaranty.

In connection with opinion set forth herein, we have reviewed originals or copies, identified to my satisfaction, of the following:

(i) the Subsidiary Guaranty, as initially executed and as amended, modified and supplemented to date (the "Subsidiary Guaranty"),

(ii) the Supplement,

(iii) the RevolvingCredit Agreement dated as of October 15, 2002, by and among Weis Markets, Inc., as Borrower, the Lenders parties thereto from time to time, and Mellon Bank, N.A., as Administrative Agent,as initially executed and as amended, modified and supplemented to date (the "Credit Agreement")

(iv) the other Loan Documents (as defined in the Credit Agreement),

(v)the articles of incorporation and bylaws of the Additional Subsidiary Guarantor, each as in effect on the date hereof, and

(vi) such other documents, records, certificates and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all copies submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. As to various questions of fact material to this opinion, we have relied, without independent investigation or verification, upon statements, representations and certificates of officers and other representatives of the Additional Subsidiary Guarantor and certificates of public officials.

Based upon the foregoing, and subject to the qualifications and assumptions set forth herein, it is our opinion that:



D-1

---







1. The Additional Subsidiary Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of [state].

2. The execution and delivery by the Additional Subsidiary Guarantor of the Supplement and the performance by the Additional Subsidiary Guarantor of the Supplement and the Subsidiary Guaranty (a) are within the Additional Subsidiary Guarantor's corporate powers; (b) have been duly authorized by all necessary corporate action on the part of the Additional Subsidiary Guarantor; (c) require no action by or in respect of, or filing on the part of the Additional Subsidiary Guarantor with, any governmental body, agency or official, in each case, on the part of the Additional Subsidiary Guarantor; and (d) do not violate or conflict with, or constitute a default by the Additional Subsidiary Guarantor under, any provision of (i) any applicable law, regulation, judgment, injunction, order, decree, (ii) the articles of incorporation or bylaws of the Additional Subsidiary Guarantor, or (iii) any material agreement or instrument to which the Additional Subsidiary Guarantor or any of its Subsidiaries is a party or by which any of them or any of their respective properties may be subject or bound.

3. The Supplement has been duly executed and delivered by the Additional Subsidiary Guarantor. The Supplement and the Subsidiary Guaranty constitute the legal, valid and binding obligation of the Additional Subsidiary Guarantor, enforceable in accordance with their respective terms.

4. The Additional Subsidiary Guarantor is not required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

The opinions set forth herein are subject to the following qualifications and limitations:

(a) The enforceability of the Supplement and the Subsidiary Guaranty may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights of creditors generally.

(b) The enforceability of the Supplement and the Subsidiary Guaranty may be limited by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). In applying such principles a court, among other things, might not allow a creditor to accelerate maturity of a debt under certain circumstances including, without limitations, upon the occurrence of a default deemed immaterial. Such principles as applied by a court might include a requirement that a creditor act with reasonableness and in good faith.

(c) The remedy of specific performance and injunctive and other forms of equitable relief are subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

In rendering the foregoing opinion, we do not express any opinion as to any laws other than [general corporate laws of the jurisdiction of incorporation of the Additional Subsidiary Guarantor], the laws of [ ], and the federal laws of the United States of America. To the extent that the Subsidiary Guaranty and the Supplement are stated to be governed by the laws of the Commonwealth of Pennsylvania, we have assumed, with your permission, that the laws of [ ] are identical in all relevant respects to the laws of the Commonwealth of Pennsylvania.

The opinion expressed herein is based upon the laws in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should any such law be changed by legislative action, judicial decision, or otherwise.

The opinion is being delivered to you solely for your benefit, and neither this opinion nor any part hereof may be delivered to, or used, referred to or relied upon, by any other person without our express prior written consent.

Very truly yours,





D-2

---







Exhibit D

 COMPLIANCE CERTIFICATE

Reference is made to the Revolving Credit Agreement (the "Credit Agreement") dated as of October 15, 2002, among Weis Markets, Inc., a Pennsylvania corporation (the "Borrower"), the Lenders parties thereto from time to time, the Issuing Bank referred to therein and Mellon Bank, N.A., as Administrative Agent. Capitalized terms defined in the Credit Agreement shall have the same meanings herein.

This is the Certificate required by Section 6.1(c)(i) of the Credit Agreement. The following calculations demonstrate as at the end of, compliance with the restrictions contained in Sections 7.1(a) and 7.1(b) of the Credit Agreement:

I. Section 7.1(a)  Minimum Stockholders' Equity

A. Stockholders' equity at $

B. Less:

(1) Writeups and revaluations since Closing Date ($)

(2) Investments and loans to, unconsolidated subsidiaries and non-subsidiaries ($)

(3) Treasury stock ($)

C. Consolidated Net Worth at(A minus B) $

D. Cumulative Net Income for Fiscal Quarters after June 29, 2002 $

E. Minimum Required Consolidated Net Worth at  [$488,000,000 plus 50% of D] $

II. Section 7.1(b) -- Fixed Charge Coverage Ratio

Calculation of EBITDA

A. Consolidated Net Income for the four Fiscal Quarters beginning  and ending  (excluding extraordinary gains and losses) $

B. Consolidated Interest Expense for the four Fiscal Quarters beginning and ending  $

C. Consolidated Tax Expense for the four Fiscal Quarters beginning  and ending  $

D. Depreciation and amortization for the four Fiscal Quarters beginning and ending  $

E. Sum of A through D $

Calculation of Fixed Charges

F. Consolidated Cash Interest Expense for the four Fiscal Quarters beginning  and ending  $

G. Consolidated Cash Tax Payments paid by the Borrower or any Subsidiary during the four Fiscal Quarters beginning  and ending  $

H. Scheduled Principal Debt Service for the four Fiscal Quarters beginning ________ and ending _________

I. Dividends paid on Borrower's stock for the four Fiscal Quarters beginning and ending  $

J. Sum of G, H, I and J $

Fixed Charge Coverage Ratio

K. Ratio of F to J  to

L. Required Fixed Charge Coverage Ratio 1.75 to 1

III. Section 7.7 -- Dispositions

A. Dispositions during Fiscal Quarter ended $

B. Dispositions after Closing Date and prior to  $

C. Total Dispositions [sum of A and B] $

D. 10% of book value of Consolidated Assets on June 29, 2002 $

IV. Section 7.9 -- Capital Expenditures and Acquisitions

A. Purchase price for acquisitions during Fiscal Quarter ended  $

B. Purchase price for acquisitions made since beginning of Fiscal Year Date and prior to  $

C. Consolidated Capital Expenditures made during the Fiscal Quarter ended $







---





D. Consolidated Capital Expenditures made since beginning of Fiscal Year and prior to  $

E. Sum of A, B, C and D $

F. Maximum Permitted Amount per Fiscal Year $100,000,000

The undersigned has reviewed the financial statements referred to in Subsection [6.1(a)/6.1(b)] of the Credit Agreement and such financial statements fairly present the financial condition and operations of the Borrower and its consolidated Subsidiaries as of the date thereof and for the period covered thereby.

As of this date, no Event of Default or Potential Default has occurred and is continuing [or, if an Event of Default or Potential Default has occurred and is continuing, the nature of such Event of Default or Potential Default, the status thereof and the action the Borrower is taking or intends to take to remedy or correct the Event of Default or Potential Default].

WEIS MARKETS, INC.

By

Title

Date







---