EXHIBIT 10.2
AMENDED AND RESTATED
FIVE-YEAR CREDIT AGREEMENT
Dated as of December 13, 1996
THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this "Amendment and
Restatement") among HERSHEY FOODS CORPORATION, a Delaware corporation (the "Company"), the
banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders"), CITIBANK, N.A. ("Citibank"), as administrative agent (the "Agent") for the
Lenders, and BA SECURITIES, INC. and CITICORP SECURITIES, INC., as co-syndication agents (the
"Co-Syndication Agents"), evidences the agreement of the parties as follows:
PRELIMINARY STATEMENTS:
(1) The Company, the Lenders, the Agent and the Co-Syndication Agents have entered into a Five-Year Credit
Agreement dated as of December 15, 1995 (the "Credit Agreement"). Capitalized terms not otherwise defined in
this Amendment and Restatement have the same meanings as specified in the Credit Agreement.
(2) The Company and the Lenders have agreed to amend the Credit Agreement as hereinafter set forth and to
restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments
specified below.
(3) The Lenders are, on the terms and conditions stated below, willing to grant the request of the Company and
the Company and the Lenders have agreed to amend and restate the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:
(a) The definitions of the terms "Applicable Margin", "Applicable Percentage", "Public Debt Rating" and
"Termination Date" appearing in
Section 1.01 are amended in full to read as follows:
"'Applicable Margin' means, as of any date, a percentage per annum determined by reference to the Public Debt
Rating in effect on such date as set forth below:
Long-Term Senior