AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of November 26, 2002
HERSHEY FOODS CORPORATION, a Delaware corporation (the "COMPANY"), the banks, financial
institutions and other institutional lenders (collectively, the "INITIAL LENDERS") party hereto, CITIBANK,
N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII of the
Existing Credit Agreement referred to below, the "AGENT") for the Lenders (as defined in the Existing Credit
Agreement referred to below), BANK OF AMERICA, N.A., as syndication agent, and SALOMON SMITH
BARNEY INC. and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint book
managers, hereby agree as follows:
(1) The Company is party to an Amended and Restated 364-Day Credit Agreement dated as of November 27,
2001 (as amended, supplemented or otherwise modified from time to time to (but not including) the date of this
Amendment and Restatement, the "EXISTING CREDIT AGREEMENT") with the banks, financial institutions
and other institutional lenders party thereto and Citibank, N.A., as Agent for the Lenders and such other lenders.
Capitalized terms not otherwise defined in this Amendment and Restatement shall have the same meanings as
specified in the Existing Credit Agreement.
(2) The parties to this Amendment and Restatement desire to amend the Existing Credit Agreement as set forth
herein and to restate the Existing Credit Agreement in its entirety to read as set forth in the Existing Credit
Agreement with the following amendments.
(3) The Company has requested that the Lenders agree to extend credit to it from time to time in an aggregate
principal amount of up to $200,000,000 for general corporate purposes of the Company and its Subsidiaries not
otherwise prohibited under the terms of this Amendment and Restatement. The Lenders have indicated their
willingness to agree to extend credit to the Company from time to time in such amount on the terms