THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AMENDS THE REVOLVING CREDIT AGREEMENT DATED AS OF SEPTEMBER 1, 2016
FOURTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (the “Fourth Amendment”), dated and effective as of this 29thday of October, 2026, by and among WEIS MARKETS, INC., a Pennsylvania corporation, DUTCH VALLEY FOOD COMPANY, LLC, a Pennsylvania limited liability company, WEIS TRANSPORTATION, LLC, a Pennsylvania limited liability company, and WMK FINANCING, LLC., a Pennsylvania limited liability company (the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, N.A., a national banking association (the “Lender”).
BACKGROUND
A.The Borrowers and the Lender entered into that certain Revolving Credit AgreementdatedasofSeptember1,2016(aspreviouslymodifiedbythatcertainFirstAmendment to Revolving Credit Agreement dated effective August 21, 2019 (the “First Amendment”), that certain Second Amendment to Revolving Credit Agreement dated effective September 29, 2021 (the “Second** **Amendment”), andthatcertainThird Amendment toRevolving Credit Agreement dated effective September 29, 2023 (the “Third Amendment”) (hereinafter, as so modified, the “Agreement”).UnlessexpresslyprovidedotherwiseinthisFourthAmendment,capitalizedterms used in this Fourth Amendment shall have the meanings given to them in the Agreement.
B.The parties desireto amendthe Agreement, as setforth herein, so as toextend the Maturity Date.In addition, the Borrowers have requested that Bank consent to the conversion anddomesticationofWMKFinancing,Inc., aDelawarecorporation,toWMKFinancing,LLC, a Pennsylvania limited liability company (the “Conversion”).
NOW,THEREFORE,inconsiderationofthepremisesandthecovenantshereincontained and intending to be legally bound hereby, the parties hereto agree as follows:
1.Background. The foregoing Background paragraphs are incorporated herein by referenceheretoandtheaccuracyofthesameareherebyacknowledged.TheAgreementand all terms thereof are incorporated herein by reference hereto.
2.Amendment. Thedefinitionof“MaturityDate”setforthinSection1.1ofthe Agreement is hereby amended and restated in its entirety as follows:
Maturity Date:October 1, 2030, or such earlierdate as the Commitment shall terminate pursuant to the terms hereof.
3.Consent to Conversion.The Lender hereby consents to the Conversion. The Lender’sconsenttotheConversionsetforthinthisFourthAmendmentislimitedtotheprecise terms outlined in this Fourth Amendment and nothing herein shall be deemed to: (i) constituteawaiver ofcompliancebytheBorrowerswithrespecttoanyotherterm, provisionorcondition
of the Agreement, (ii) prejudice any right or remedy that the Lender may now have or may have in the future under or in connection with the Agreement, and (iii) does not constitute a commitment to consent toanyfutureactionsbytheBorrowers.AsaconditionoftheLender’s consenting to the Conversion and in consideration of such consent,WMK Financing, LLC acknowledges and confirms that it is unconditionally liable to the Lender in accordance with theterms, provisionsandconditionsoftheAgreementandtheotherLoanDocumentstowhich WMK Financing, Inc. is a party, which shall continue unimpaired and in full force and effect.
4.Deliveries.TheagreementoftheLendertomodifythetermsoftheAgreementis and shall be subject to the delivery to the Lender of all of the following (which are hereby included within the meaning of the term “Loan Documents” as defined in the Agreement):
| (a) | ThisFourthAmendment executed byall necessaryparties; |
(b)An updated Secretary’s Certificate in the form of Exhibit Cto the Agreement and complying with the terms of Section 3.1.1 of the Agreement;
(c)TheplanofconversionanddomesticationasfiledwiththeDelawareDepartment of State and the Pennsylvania Department of State with respect to the Conversion; and
(d)Suchotherdocumentation,resolutionsandconfirmationsasthe Lendermay reasonably require.
5.Additional Representations.As an inducement to the Lender to execute this FourthAmendment,theBorrowersmakethefollowingrepresentationsandwarrantiesand acknowledge the Lender’s justifiable reliance thereon:
(a)NoEventofDefaulthasoccurredundertheAgreement, and/orFirstAmendment, Second Amendment, Third Amendment and/or any of the Loan Documents;
(b)AllrepresentationsandwarrantiespreviouslymadebytheBorrowerpursuantto Article 4 of the Agreement, the First Amendment, Second Amendment, the Third Amendment or in any of the Loan Documents, remain true, accurate and complete and are fully applicable to this Fourth Amendment;
(c)The Agreement, as previously amended by the First Amendment, Second Amendment, and the Third Amendment, and as modified herein, is a valid and binding obligationoftheBorrowersandisfullyenforceableinaccordancewithallofitsterms except as such enforceability may be limited bybankruptcy, insolvency, reorganization, liquidation, moratorium, or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and
(d)TheConversionwascompletedinaccordancewithapplicablelawandallrights, liabilities and obligations of WMK Financing, Inc. shall continue unimpaired to WMK Financing, LLC by operation of law.
6.Prior Representations.All of the terms, provisions, conditions, covenants, warranties,representationsandagreementssetforthintheAgreement excepttotheextentsuch
representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date and except as and to the extent modified by this Fourth Amendment, shallremaininfullforceandeffect.The Lender andtheBorrowersratify and confirm each to the other all of the provisions of the Agreement and Loan Documents, as amended by the First Amendment, Second Amendment, the Third Amendment, this Fourth Amendment and any Loan Documents to be executed in connection herewith.
7.No* Additional *Commitments.NothingcontainedinthisFourthAmendmentshall be deemed to be an offer, commitment, covenant and/or agreement by the Lender to renew, restate, amend, extendor otherwise modify the terms of the Agreement, except as is expressly stated in this Fourth Amendment; and no such offer, commitment, covenant and/or agreement exists unless same is expressly stated in this Fourth Amendment.
8.Costs and Expenses.Borrowers agree to pay all of Lender’s legal fees and expensesinconnectionwiththereview,preparation,negotiation,documentationandclosingof this Fourth Amendment.Nothing contained in this Fourth Amendment shall limit in any manner whatsoever Lender’s right to reimbursement of costs and expenses under any of the Loan Documents.
9.No Novation.Nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Agreement or any of the Loan Documents and shall not constitute arelease, termination or waiverofany ofthe liens and securityinterests(ifany),rightsorremediesgrantedto theLenderin theLoan Documents.
10.No Waiver.Except as may be otherwise expressly provided herein, nothing herein contained and no actions taken by Lender in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to the Lender under the Loan Documents or under the UCC.Nothing hereinshallconstituteawaiverbytheLender oftheBorrowers’ compliancewiththetermsof the Loan Documents, nor shall anything contained herein constitute an agreement by the Lender to enter into any further amendments with Borrowers.
11.Inconsistencies.To the extent of any inconsistency between the terms and conditions of this Fourth Amendment and the terms and conditions of the Agreement (as amended)andtheLoanDocuments, thetermsandconditionsofthisFourthAmendmentshall prevail.All terms and conditions of the Agreement and Loan Documents, as previously amended, not inconsistent herewith shall remain in full force and effect.
12.Binding* *Effect.ThisFourthAmendmentshallbebindinguponandinuretothe benefit of the parties hereto and their respective successors and assigns.
13.Governing Law; Multiple Counterparts.This Fourth Amendment shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Fourth Amendment may be executed in multiple counterparts. This Fourth Amendment and any waivers, consents, or supplements hereto may be executed in counterparts (and by differentpartiesheretoindifferentcounterparts),eachofwhichshallconstituteanoriginal,but all taken together shall constitute a single contract.Delivery of an executed counterpart of a
14.
signaturepageof thisFourthAmendment byfacsimileorin electronicformat(e.g.,“pdf”,“tif” or any other electronic means that reproduces an image of the actual executed signature page) shall be effective as delivery of a manually executed counterpart of this Fourth Amendment.
Each party agrees that the electronic signatures (whether digital or encrypted) of the parties hereto areintendedto authenticatethiswriting andto havethesameforceandeffect asmanual signatures.The words “execution,” “signed,” “signature,” and words of similar import in any Loan Document shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the Pennsylvania Uniform Transactions Act (73 P.S. §2260.101 et seq), as amended, provided that notwithstanding anything contained hereinto thecontrary,theLender isunderno obligation to agreetoacceptelectronicsignaturesinanyformorinanyformatunlessexpresslyagreedtoby the Lender pursuant to procedures approved by it; and provided, further, the Lender reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages to this Fourth Amendment or any other Loan Document, and the parties hereto agree to promptly deliver such manually executed counterpart signature pages.
15.Successors* and *Assigns.ThisFourthAmendmentandallrightsandpowers grantedhereby willbind andinureto thebenefit ofthepartiesheretoand theirrespective successors and permitted assigns.
16.No* Third Party *Beneficiaries.Therightsandbenefitsof thisFourthAmendment and the Loan Documents shall not inure to the benefit of any third party.
17.Headings.Theheadingsofthesectionsofthis FourthAmendmentareinsertedfor convenience only and shall not be deemed to constitute a part of this Fourth Amendment.
18.Joint* and Several *Liability.TheBorrowersacknowledgeandreaffirmtheterms of Section 10.19 of the Agreement.
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[TWO SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Borrowers and the Lender have caused this Fourth Amendment to Revolving Credit Agreement to be duly executed and delivered as of the day and year first above written.
WEIS MARKETS, INC.,
a Pennsylvania corporation
By:/S/Michael T. Lockard
Name: Michael T. Lockard
Title: Senior Vice President, Treasurer, and Chief Financial Officer
DUTCH VALLEY FOOD COMPANY, LLC,
a Pennsylvania limited liability company
By:/S/Michael T. Lockard
Name: Michael T. Lockard
Title: Senior Vice President, Treasurer and Chief Financial Officer
WEIS TRANSPORTATION, LLC,
a Pennsylvania limited liability company
By:/S/Michael T. Lockard
Name: Michael T. Lockard
Title: Senior Vice President, Treasurer and Chief Financial Officer
WMK FINANCING, LLC,
a Pennsylvania limited liability company
By:/S/Michael T. Lockard
Name: Michael T. Lockard
Title: Senior Vice President, Treasurer and Chief Financial Officer
[SIGNATURE PAGE ONE OF TWO TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT]
WELLS FARGO BANK, N.A.
By:/S/Michael J. Gigler
Name: Michael J. Gigler
Title: SVP and Sr. Relationship Manager
[SIGNATURE PAGE TWO OF TWO TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT]