WEIS MARKETS INC: conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At September 29, 2021 (the “Closing Date”), Weis Markets, Inc.; Dutch Valley Food Company, LLC; Transport Weis, LLC and WMK Financing, Inc.
(collectively, the “Company”) has entered into an Addendum to the Revolving Credit Agreement (the “Amended Credit Agreement”), which amends the Revolving Credit Agreement (the “Credit Agreement” dated September 1, 2016 and previously modified on August 21, 2019 with Wells Fargo Bank, National Association (the lender “). The Amended Credit Agreement provides for an unsecured revolving credit facility the aggregate principal amount of which shall not exceed thirty million dollars ($ 30,000,000.00), with additional discretionary availability of
seventy million dollars ($ 70,000,000.00) (the “Undertaking”).

Maturity: The Amended Credit Agreement shall expire and the obligations hereunder will terminate on September 1, 2024, or sooner in accordance with the terms of the Amended Credit Agreement.

Principal Payments: No outstanding principal payments are due before the due date of the amended credit agreement.

Letters of Credit: The Amended Credit Agreement may be used by the Company for standby letters of credit provided, however, that (A) the total amount of outstanding letter of credit liabilities cannot at any time exceed eighteen million dollars ($ 18,000,000.00) and (B) the sum of any amount of any outstanding loans under the line of credit and outstanding letters of credit may at no time exceed the Commitment. Upon termination of the Undertaking, any then outstanding letter of credit that has been fully collateralized in cash to the reasonable satisfaction of the Lender will no longer be considered a “letter of credit” as defined in the Amended Credit Agreement, but letter of credit charges payable will continue to accrue to the lender in respect of that letter of credit until the expiration of that letter.

Interest rate and fees: loans will bear interest on the outstanding principal amount thereof from the date of their granting until payment at the SOFR simple daily rate plus the applicable margin rate of seventy-six hundredths of one percent (0.76%). In the event that the Daily Simple SOFR Rate is lower than the Benchmark Floor, the Daily Simple SOFR Rate becomes the Benchmark Floor. The Benchmark Floor is an interest rate equal to zero percent (0.00%). If the SOFR Simple Daily Rate cannot be determined or becomes illegal, the loan will bear interest at the prime rate.

During the existence of any event of default, at the option of the Lender, the loans will bear interest at a rate equal to the sum of two percent (2%) per annum plus the prevailing rate identified above.

The Company will pay the Lender quarterly in arrears on each quarterly payment date, at any time there will be a reduction in the amount of the Commitment and on the due date, an unused non-refundable commission (the “Non-refundable Commission”). -Used ”) (calculated on the basis of a year of 365 days and the days actually elapsed) equal to the product of the Unused Fee rate one-eighth of one percent (0.125%) multiplied by the daily average of the un-borrowed portion of the Commitment amount during the period ended on the quarterly payment date, on the Commitment reduction date or on the due date.

The Company will pay the Lender a term commission on the first quarterly payment date occurring after the date of issue of the first letter of credit and on each quarterly payment date thereafter until the expiration or termination date. termination of all letters of credit, calculated by reference to the product of the actual daily unused nominal amount of all letters of credit issued multiplied by an annual rate equal to one-half percent (0.50%) on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day). The Company will also pay the Lender all issuance and other customary charges for issuing and processing letters of credit and for amending and processing letters of credit.

Voluntary Reductions and Prepayments: Subject to certain conditions and restrictions, the Amended Credit Agreement allows the Company to voluntarily reduce the amount of the revolving obligation and to prepay the loans.

Mandatory Prepayments: If at any time the outstanding principal balance of the Company under the Amended Credit Agreement exceeds the Commitment, the Company will be required to prepay and reduce the outstanding principal balance by the amount of such excess. .

Restrictive Covenants: The amended credit agreement contains positive and negative restrictive covenants which, among other things, limit or restrict the Company’s ability to: incur debt; create privileges; make investments and acquisitions; carry out certain transactions with affiliated companies; consolidate or merge; sell, rent, give up or otherwise transfer or dispose of assets; enter into a management agreement or undergo a change of control; violate environmental laws; and change the nature of the Company’s business.

In addition, the Company is required to maintain a minimum EBITDA of at least
seventy-five million dollars ($ 75,000,000.00). EBITDA is defined as the net profit of the Company, on a consolidated basis, plus (to the extent otherwise deducted) interest charges, tax charges, depreciation and amortization less only gains or losses from the sale of assets outside the ordinary course of business, non-recurring non-cash gain plus any non-recurring non-cash expense to the extent that they are included in the determination of profit or loss. EBITDA is tested on the last day of each fiscal quarter on a rolling twelve (12) month basis.

Events of Default: The amended credit agreement contains customary events of default such as non-payment of obligations under the amended credit agreement, violation of positive and negative covenants, material misstatement of statements, cross defaults for other significant debts, bankruptcy, ERISA and misjudgment, invalidity of credit documents (or the Company’s assertion of such validity) and change of control.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

(d) Exhibit.

10.1 Second Amendment to the Renewable Credit Agreement dated and in force
September 29, 2021 Between Weis Markets, Inc.; Dutch Valley Food Company, LLC.;
Transport Weis, LLC. and WMK Financing, Inc. like Co-borrowers and Wells Fargo Bank, National Association, as a lender.

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