<PAGE>
                                                                     EXHIBIT 4.1

                       FIRST AMENDMENT TO CREDIT AGREEMENT

         This First Amendment to the Credit Agreement (the "First Amendment") is
made as of the 6th day of January, 2006 by and among:

         MARSH SUPERMARKETS, LLC an Indiana limited liability company, having
         its principal place of business at 9800 Crosspoint Boulevard
         Indianapolis, Indiana 46256-3350 as Lead Borrower (in such capacity,
         the "Lead Borrower") for the Borrowers;

         the Borrowers;

         the Facility Guarantors;

         BANK OF AMERICA, N.A., as Issuing Bank; and

         BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for
the Lenders; and

         the Lenders;

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                   WITNESSETH

         WHEREAS, the Borrowers, entered into a certain Credit Agreement dated
as of November 9, 2005 (as amended and in effect, the "Credit Agreement") by and
among (i) Marsh Supermarkets, LLC, as Lead Borrower; (ii) the Borrowers; (iii)
the Facility Guarantors; (iv) the Lenders; (v) Bank of America, N.A., as Issuing
Bank; (vi) Bank of America, N.A., as Administrative Agent and Collateral Agent
for the Lenders and as Co-Lead Arranger; (vii) National City Business Credit,
Inc. as Lender, Syndications Agent and Co-Lead Arranger; and (viii) LaSalle Bank
National Association, as Lender, Documentation Agent; and

         WHEREAS, the Borrowers have requested that the Agents and the Lenders
amend the Credit Agreement as provided herein; and

         WHEREAS, the Lenders and the Agents are willing to effect such
amendments on the terms and conditions set forth herein.

         NOW THEREFORE, it is hereby agreed as follows:

1.       Definitions: All capitalized terms used herein and not otherwise
         defined shall have the same meaning herein as in the Credit Agreement.

2.       Amendments to Article I: The provisions of Article I of the Credit
         Agreement are hereby amended as follows:


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         a.       Section 1.01 of the Credit Agreement is hereby amended by
                  adding the following definitions in appropriate alphabetical
                  order:

                  "Intercreditor Agreement" means that certain Intercreditor
                  Agreement substantially in the form attached hereto as Exhibit
                  A entered into by and between the Administrative Agent and the
                  Term Agent as of January 6, 2006, as amended and in effect
                  from time to time, and any intercreditor agreement entered
                  into pursuant to Section 6.01(a)(xii) hereof in connection
                  with a refinancing of the Term Loan Indebtedness permitted
                  hereunder.

                  "Term Agent" means Back Bay Capital Funding LLC, in its
                  capacity as Administrative Agent and Collateral Agent pursuant
                  to the Term Loan Documents.

                  "Term Loan" means the term loan in the original principal
                  amount of $25,000,000 made January 6, 2006 by Back Bay Capital
                  Funding LLC to the Borrowers pursuant to the Term Loan
                  Documents.

                  "Term Loan Agreement" means the Term Loan Agreement dated as
                  of January 6, 2006 entered into by and among the Loan Parties
                  and Back Bay Capital Funding LLC, as amended.

                  "Term Loan Documents" means the "Loan Documents" under and as
                  defined in the Term Loan Agreement.

                  "Term Loan First Lien Collateral" means the "First Lien
                  Collateral" under and as defined in the Term Loan Agreement,
                  as in effect as of the date hereof.

                  "Term Loan Real Estate" means the "First Lien Real Estate"
                  under and as defined in the Term Loan Agreement, as in effect
                  as of the date hereof.

         b.       Section 1.01 of the Credit Agreement is hereby further amended
                  by amending the following definitions contained therein as
                  follows:

                  (A)      The definition of Change in Control is amended by
                           deleting clause (c) to such definition and replacing
                           it with the following:

                                    (c) The Parent fails at any time to own,
                                    directly or indirectly, 100% of the Capital
                                    Stock of each other Loan Party free and
                                    clear of all Liens (other than the Liens in
                                    favor of (i) the Collateral Agent for its
                                    own benefit and the ratable benefit of the
                                    other Credit Parties and (ii) the Term Agent
                                    for its own benefit and the benefit of the
                                    Secured Parties (as defined in the Term Loan
                                    Agreement)).


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                  (B)      The definition of "Loan Documents" is amended by
                           adding the term "Intercreditor Agreement" to the
                           definition thereof.

                  (C)      The definition of "Permitted Encumbrances" is amended
                           as follows:

                                    By adding a clause (k) thereto which
                                    provides as follows:

                                            (k) Liens to secure Indebtedness
                                            permitted by clauses (xi) and (xii)
                                            of Section 6.01(a), provided that
                                            such Liens (other than Liens with
                                            respect to the Term Loan First Lien
                                            Collateral) are subordinated in
                                            accordance with the Intercreditor
                                            Agreement to the Liens created by
                                            the Security Documents in favor of
                                            the Secured Parties.

                           By deleting the proviso at the end of the definition
                           and replacing it with the following:

                                            provided that, except as provided in
                                            any one or more of clauses (a)
                                            through (i) and (k) above, the term
                                            "Permitted Encumbrances" shall not
                                            include any Lien securing
                                            Indebtedness.

..

3.       Amendments to Article II. The provisions of Article II of the Credit
         Agreement are hereby amended as follows:

                  Section 2.28 of the Credit Agreement is deleted in its
                  entirety and replaced with the following:

                           Section 2.28 Security Interest in Collateral.

                                    To secure their Obligations, the Loan
                           Parties shall grant to the Collateral Agent, for its
                           benefit and the ratable benefit of the Secured
                           Parties, (i) a first-priority security and mortgage
                           interest (subject to Permitted Encumbrances) in all
                           of the Collateral, other than the Term Loan First
                           Lien Collateral, pursuant hereto and to the Security
                           Documents and (ii) a second-priority security and
                           mortgage interest (subject to the Lien of the Term
                           Agent and Permitted Encumbrances) in the Term Loan
                           First Lien Collateral. Upon the written request of
                           the Lead Borrower, the Collateral Agent shall release
                           and discharge its security and mortgage interest
                           solely with respect to the Term Loan First Lien
                           Collateral, provided that at the time of the request
                           (i) no Default or Event of Default exist, and (ii)
                           the Term Loan Agreement has been terminated and all



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<PAGE>

                           Indebtedness evidenced by the Term Loan Documents has
                           been paid in full. Notwithstanding the foregoing,
                           upon the written request of the Term Agent in
                           accordance with the Intercreditor Agreement the
                           Collateral Agent shall release and discharge its
                           security and mortgage interest solely with respect to
                           the Term Loan First Lien Collateral.

4.       Amendments to Article III. The provisions of Article III of the Credit
         Agreement are hereby amended as follows:

                  Section 3.15 of the Credit Agreement is deleted in its
                  entirety and replaced with the following:

                           Section 3.15 Security Documents.

                                    The Security Documents create in favor of
                           the Collateral Agent, for the benefit of the Secured
                           Parties, a legal, valid and enforceable security or
                           mortgage interest in the Collateral, and the Security
                           Documents constitute the creation of a fully
                           perfected (a) first priority Lien on, and security or
                           mortgage interest, as applicable, in, all right,
                           title and interest of the Loan Parties in and to such
                           Collateral (other than the Term Loan First Lien
                           Collateral), in each case prior and superior in right
                           to any other Person (other than Permitted
                           Encumbrances having priority under Applicable Law)
                           and (b) second priority Lien on, and security or
                           mortgage interest, as applicable, in, all right,
                           title and interest of the Loan Parties in and to the
                           Term Loan First Lien Collateral, in each case prior
                           and superior in right to any other Person (other than
                           (x) the Liens of the Term Agent securing the
                           Indebtedness evidenced by the Term Loan Documents and
                           (y) Permitted Encumbrances having priority under
                           Applicable Law).

5.       Amendments to Article V. The provisions of Article V of the Credit
         Agreement are hereby amended as follows:

         a.       Section 5.01 of the Credit Agreement is amended by adding the
                  following clauses thereto:

                  (o) to the extent not otherwise delivered to the
                  Administrative Agent hereunder, (i) a copy of each notice or
                  other written communication outside of the ordinary course of
                  business delivered by them or on their behalf in connection
                  with the Term Loan Documents, such delivery to be made at the
                  same time and by the same means as such notice or other
                  communication is delivered to the Term Agent and (ii) a copy
                  of each notice or other written communication outside of the
                  ordinary course of business received by the Borrowers in
                  connection with the


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<PAGE>

                  Term Loan Documents, such delivery to be made promptly after
                  such notice or other communication is received by the
                  Borrowers; and

                  (p) on or before thirty (30) days prior to the "Maturity Date"
                  (as defined in the Term Loan Documents) financial statements
                  evidencing sufficient liquidity, as determined by the
                  Administrative Agent in its reasonable discretion, to satisfy
                  in full the Indebtedness evidenced by the Term Loan Documents.

         b.       The following sections are added to Article V of the Credit
                  Agreement:

                  Section 5.15 Designated Senior Indebtedness

                  Each Loan Party shall at all times cause the Obligations to
                  constitute "Designated Senior Indebtedness" under the
                  Indenture.

                  Section 5.16 Guarantor Senior Indebtedness

                  Each Loan Party shall at all times cause the Obligations to
                  constitute "Guarantor Senior Indebtedness" under the
                  Indenture.

6.       Amendments to Article VI. The provisions of Article VI of the Credit
         Agreement are hereby amended as follows:

         a.       Section 6.01(a) of the Credit Agreement is amended by adding
                  the following clauses thereto:

                  (xi) Indebtedness incurred pursuant to the Term Loan
                  Documents; provided that the outstanding principal amount
                  thereof shall not exceed $25,000,000; and

                  (xii) Indebtedness resulting from the refinancing of the Term
                  Loan; provided, that (i) after giving effect to the
                  refinancing (a) the principal amount of the outstanding
                  Indebtedness is not increased, (b) neither the fees paid,
                  interest on, or principal payments made with respect to the
                  Term Loan are increased from those set forth in the Term Loan
                  Documents, and (c) the holders of Indebtedness resulting from
                  any such refinancing are not afforded covenants, defaults,
                  rights or remedies more burdensome in any material respect to
                  the obligor or obligors than those contained in the Term Loan
                  Documents as determined by the Administrative Agent in its
                  reasonable credit judgment; and (ii) the holders of such
                  Indebtedness enter into an intercreditor agreement acceptable
                  to the Administrative Agent in its discretion.

         b.       Section 6.06(b) of the Credit Agreement is amended as follows:

                  (A) Clause (iv) of Section 6.06(b) is amended in its entirety
                  to read as follows:



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<PAGE>

                  (iv) the repayment in full of Permitted Indebtedness, other
                  than Indebtedness evidenced by either (x) the Senior
                  Subordinated Notes and Senior Subordinated Note Documents or
                  (y) the Term Loan Documents, in the aggregate amount greater
                  than $5,000,000.00 during any twelve (12) month period
                  provided that (a) the Payment Conditions are satisfied
                  immediately prior to such payment and (b) the Administrative
                  Agent determines in its reasonable discretion that the Payment
                  Conditions shall be met on a pro forma basis for the thirteen
                  (13) Fiscal Periods immediately following the proposed payment
                  based upon projections provided by the Lead Borrower to the
                  Administrative Agent (provided such projections give effect to
                  the proposed payment);

                  (B) By adding a new clause (vi) to Section 6.06(b) which reads
                  as follows:

                  (vi) the repayment in full or in part of the Indebtedness
                  evidenced by the Term Loan Documents (A) from net proceeds of
                  any disposition of any Term Loan First Lien Collateral (B)
                  from net proceeds of insurance or condemnation awards paid in
                  respect of any Term Loan First Lien Collateral or (C) from
                  Indebtedness permitted pursuant to clause (xii) of Section
                  6.01(a).

                  (C) By adding a new clause (vii) to Section 6.06(b) which
                  reads as follows:

                  (vii) the repayment in full or in part of the Indebtedness
                  evidenced by the Term Loan Documents; provided that, the
                  Payment Conditions are met (x) immediately prior to such
                  payment and (y) on a proforma basis determined as if such
                  payment occurred on the first day of the thirteen (13) Fiscal
                  Periods ended on the last day of the most recent Fiscal Period
                  for which the Borrowers were required to deliver financial
                  reports pursuant to Section 5.01(b) hereof.

         c.       Section 6.08 of the Credit Agreement is amended as follows:

                  Clause (i) of the proviso in Section 6.08 is amended in its
                  entirety to read as follows:

                  (i) the foregoing shall not apply to restrictions and
                  conditions imposed by law, any Loan Document or any Term Loan
                  Document.

         d.       Section 6.09 of the Credit Agreement is amended by adding the
                  following clause thereto:

                  (c) No Loan Party shall, and no Loan Party shall permit or
                  cause any of its Subsidiaries to, directly or indirectly,
                  amend, supplement or otherwise modify any of the Term Loan
                  Documents to the extent the effect of such change or amendment
                  is to: (i) change the dates upon which payments of principal,
                  interest or fees are due thereunder; (ii) add, or change in a
                  manner adverse to any Loan


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<PAGE>

                  Party, any event of default or add, or make more
                  restrictive, any covenant with respect to the Indebtedness
                  thereunder; (iii) change in a manner adverse to any Loan
                  Party the prepayment provisions of such Indebtedness; or
                  (iv) change or amend any other term if such change or
                  amendment would (x) increase the obligations of the Loan
                  Parties or (y) confer additional rights on the holder of
                  such Indebtedness in a manner adverse to any Loan Party,
                  Agent or Lenders.

7.       Amendments to Article VII. The provisions of Article VII of the Credit
         Agreement are hereby amended as follows:

                  Section 7.01 of the Credit Agreement is amended by adding a
                  new clause (t) which provides as follows:

                  (t) any occurrences of an event of default under the Term Loan
                  Documents.

8.       Conditions to Effectiveness. This First Amendment shall not be
         effective until each of the following conditions precedent have been
         fulfilled to the satisfaction of the Administrative Agent:

         a.       This First Amendment shall have been duly executed and
                  delivered by the Loan Parties, the Agents and the Lenders and
                  the Administrative Agent shall have received a fully executed
                  copy hereof and of each other document required hereunder.

         b.       The Agents shall have received such documents and certificates
                  as the Agents or their counsel may reasonably request relating
                  to the authorization of the transactions contemplated by this
                  First Amendment all in form and substance reasonably
                  satisfactory to the Agents and their counsel.

         c.       The Collateral Agent shall have received all documents and
                  instruments, including Uniform Commercial Code financing
                  statements and mortgages, required by law or reasonably
                  requested by the Collateral Agent to be filed, registered or
                  recorded to create or perfect the second priority Liens with
                  respect to the Term Loan First Lien Collateral and all such
                  documents and instruments shall have been so filed, registered
                  or recorded to the satisfaction of the Collateral Agent.

         d.       The Borrowers shall have reimbursed the Administrative Agent
                  for all expenses due and payable in connection herewith,
                  including, without limitation, its reasonable attorneys' fees.

         e.       The Borrowers shall have paid the Amendment Fee to the
                  Administrative Agent for the ratable benefit of the Lenders.



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<PAGE>

         f.       The Administrative Agent shall have entered into the
                  Intercreditor Agreement with the Term Agent regarding the Term
                  Loan substantially in the form attached hereto as Exhibit A
                  and otherwise reasonably satisfactory to the Administrative
                  Agent and its counsel.

         g.       No Default or Event of Default shall have occurred and be
                  continuing.

         h.       The Borrowers shall have provided such additional instruments
                  and documents to the Administrative Agent as the
                  Administrative Agent or its counsel may reasonably request.

9.       Amendment Fee. As an inducement for the Agents and the Lenders to enter
         into this First Amendment with the Loan Parties and to continue to make
         loans and advances to the Borrowers, the Borrowers shall pay to the
         Agents and Lenders an Amendment Fee (the "Amendment Fee") in the amount
         of $75,000.00. The Amendment Fee shall be due and payable upon
         execution of this First Amendment by the Borrowers, shall be deemed
         fully earned upon the execution hereof and shall not be subject to
         refund or rebate under any circumstances.

10.      Miscellaneous.

         a.       Except as provided herein, all terms and conditions of the
                  Credit Agreement and the other Loan Documents remain in full
                  force and effect. Except as specifically amended hereby, the
                  Borrowers hereby ratify, confirm, and reaffirm all of the
                  representations, warranties and covenants contained in the
                  Credit Agreement.

         b.       This First Amendment may be executed in several counterparts
                  and by each party on a separate counterpart, each of which
                  when so executed and delivered, shall be an original, and all
                  of which together shall constitute one instrument. Delivery of
                  an executed counterpart of a signature page hereto by telecopy
                  shall be as effective as delivery of a manually executed
                  counterpart hereof.

         c.       This First Amendment expresses the entire understanding of the
                  parties with respect to the matters set forth herein and
                  supersedes all prior discussions or negotiations hereon. Any
                  determination that any provision of this First Amendment or
                  any application hereof is invalid, illegal or unenforceable in
                  any respect and in any instance shall not effect the validity,
                  legality, or enforceability of such provision in any other
                  instance, or the validity, legality or enforceability of any
                  other provisions of this First Amendment.




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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and their seals to be hereto affixed as the date first above
written.

                           MARSH SUPERMARKETS, LLC, as
                           Lead Borrower:

                           By:               /s/ Douglas W. Dougherty
                                    --------------------------------------------
                                    Douglas W. Dougherty
                                    Senior Vice President, Chief
                                    Financial Officer and Treasurer

                           Attest:           /s/ P. Lawrence Butt
                                    --------------------------------------------
                                    P. Lawrence Butt, Secretary


                           Address:
                           9800 Crosspoint Boulevard
                           Indianapolis, Indiana 46256-3350
                           Attn: Treasurer and General Counsel

















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<PAGE>



                           BORROWERS:

                           MARSH SUPERMARKETS, INC.
                           MARSH DRUGS, INC.
                           MARSH VILLAGE PANTRIES, INC.
                           A.L. ROSS & SONS, INC.
                           MUNDY REALTY, INC.
                           MAR PROPERTIES, INC.
                           MARLEASE, INC.
                           MARSH INTERNATIONAL, INC.
                           MARSH DRUGS OF ILLINOIS, INC.
                           LIMITED HOLDINGS, INC.
                           MARSH SUPERMARKETS OF ILLINOIS, INC.
                           TEMPORARY SERVICES, INC.
                           CONTRACT TRANSPORT, INC.
                           NORTH MARION DEVELOPMENT CORPORATION
                           O'MALIA FOOD MARKETS, LLC
                           FLORAL FASHIONS, LLC
                           CRYSTAL FOOD SERVICES, LLC
                           MCNAMARA, LLC
                           LOBILL FOODS, LLC
                           CONTRACT TRANSPORT, LLC
                           VILLAGE PANTRY, LLC
                           MARSH DRUGS, LLC
                           MARSH CLEARING HOUSE, LLC
                           CRYSTAL CAFE MANAGEMENT GROUP, LLC
                           CONVENIENCE STORE TRANSPORTATION COMPANY, LLC
                           CRYSTAL FOOD MANAGEMENT SERVICES, LLC
                           BUTTERFIELD FOODS, LLC

                           By:               /s/ Douglas W. Dougherty
                                    --------------------------------------------
                                    Douglas W. Dougherty
                                    Senior Vice President, Chief
                                    Financial Officer and Treasurer

                           Attest:           /s/ P. Lawrence Butt
                                    --------------------------------------------
                                    P. Lawrence Butt, Secretary



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<PAGE>

                           PANTRY PROPERTY, LLC
                           BY:      VILLAGE PANTRY, LLC

                           MS PROPERTY, LLC
                           BY:      MARSH SUPERMARKETS, LLC

                           BF PROPERTY, LLC
                           BY:      BUTTERFIELD FOODS, LLC

                           CF PROPERTY, LLC
                           BY:      CRYSTAL FOOD SERVICES, LLC

                           MD PROPERTY, LLC
                           BY:      MARSH DRUGS, LLC

                           LB PROPERTY, LLC
                           BY:      LOBILL FOODS, LLC

                           MCN PROPERTY, LLC
                           BY:      MCNAMARA, LLC

                           CSD PROPERTY, LLC
                           BY:      CRYSTAL CAFE MANAGEMENT GROUP, LLC

                           FLORAL PROPERTY, LLC
                           BY:      MARSH SUPERMARKETS, LLC

                                    By:           /s/ Douglas W. Dougherty
                                             -----------------------------------
                                             Douglas W. Dougherty
                                             Senior Vice President, Chief
                                             Financial Officer and Treasurer

                                    Attest:         /s/ P. Lawrence Butt
                                             -----------------------------------
                                             P. Lawrence Butt, Secretary


                           TRADEMARK HOLDINGS, INC.

                           By:               /s/ P. Lawrence Butt
                                    --------------------------------------------
                                    P. Lawrence Butt, Assistant Treasurer



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<PAGE>



                           BANK OF AMERICA, N.A., As Administrative Agent,
                           as Collateral Agent, Co-Lead Arranger as Swingline
                           Lender, Issuing Bank, and Lender


                           By:      /s/ Keith Vercauteren
                              ---------------------------------------
                           Name: Keith Vercauteren
                           Title: Director


                           Address:
                           40 Broad Street, 10th Floor
                           Boston, Massachusetts 02109
                           Attn: Keith Vercauteren
                           Telephone: (617) 434-4045
                           Telecopy: (617) 434-4339












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<PAGE>





                           NATIONAL CITY BUSINESS CREDIT, INC., as Syndications
                           Agent, as Co-Lead Arranger, and as Lender



                           By:         /s/ Kathryn C. Ellero
                                 -----------------------------------
                           Name: Kathryn C. Ellero
                           Title: Vice President


                           Address:  1965 E. 6th Street, Suite 400
                                     Locator #3049
                                     Cleveland, Ohio 44114
                                     Attn: Kathryn C. Ellero














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<PAGE>




                           LASALLE BANK, NATIONAL ASSOCIATION, as Documentation
                           Agent and as Lender

                           By:    /s/ Andrew J. Crask
                                  ------------------------------------------
                           Name:  Andrew J. Crask
                                  ------------------------------------------
                           Title: VP
                                  ------------------------------------------


                           Address:   30 South Meridian Street, Suite 800
                                      Indianapolis, Indiana 46204
                                      Attn: Andrew Crask



















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<PAGE>


                           GENERAL ELECTRIC CAPITAL CORPORATION as Lender

                           By:             /s/ Marie Mollo
                                 --------------------------------------
                           Name: Marie Mollo
                           Title: Duly Authorized Signatory


                           Address:  201 Merritt 7, P.O. Box 5201
                                     Norwalk, Connecticut 06856-5201

















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