<PAGE>   1
                                                                   EXHIBIT 4(j)



================================================================================


                            MARSH SUPERMARKETS, INC.
                             MARSH SUPERMARKETS, LLC

                          AMENDMENT TO NOTE AGREEMENTS
                                       AND
                              ASSUMPTION AGREEMENT


                           Dated as of March 28, 1997


                   Re: Note Agreements dated as of May 1, 1988
                                       and
           $25,000,000 Original Principal Amount of 9.48% Senior Notes
                                Due June 30, 2003



================================================================================


<PAGE>   2


                            MARSH SUPERMARKETS, INC.
                             MARSH SUPERMARKETS, LLC

                          AMENDMENT TO NOTE AGREEMENTS
                                       AND
                              ASSUMPTION AGREEMENT

                   Re: Note Agreements dated as of May 1, 1988
                                       and
           $25,000,000 Original Principal Amount of 9.48% Senior Notes
                                Due June 30, 2003



                                                                    Dated as of
                                                                 March 28, 1997
To the Holder (the "Holder") Named on 
     Schedule I hereto which is a
     signatory to this Agreement

Ladies and Gentlemen:

     Reference is made to the separate Note Agreements dated as of May 1, 1988
(the "Note Agreements"), between Marsh Supermarkets, Inc., an Indiana
corporation (the "Company"), and the original institutional purchasers of the
following described Notes, under and pursuant to which $25,000,000 aggregate
principal amount of 9.48% Senior Notes, Due June 30, 2003 of the Company (the
"Notes") were originally issued. You and the other parties named in Schedule I
hereto are herein sometimes referred to as the "Holders".

     The Company deems it desirable to transfer its retail operations and all
personnel, assets and liabilities relating thereto to Marsh Supermarkets, LLC,
an Indiana limited liability company and a Wholly-owned Subsidiary of the
Company (the "Additional Obligor"). In connection with and in consideration for,
among other things, such transfer of assets, the Additional Obligor is willing
to become a joint and several obligor on all obligations of the Company under
the Notes and the Note Agreements, as amended hereby, and by its execution and
delivery of this Amendment to Note Agreements and Assumption Agreement (this
"Agreement") and whether or not the Company and the Additional Obligor shall
hereafter execute and deliver the Exchange Notes pursuant to Section 4 hereof,
the Additional Obligor does from and after the date hereof undertake and become
a joint and several obligor in respect of all of the obligations of the Company
under the Notes and under the Note Agreements, as the same are amended hereby.

     In connection with such transfer of assets by the Company and undertaking
as joint and several obligation by the Additional Obligor, the Company and the
Additional Obligor

<PAGE>   3


desire to amend certain provisions of the Note Agreements and hereby request
that you accept the amendments as set forth below in the manner herein provided.

     NOW, THEREFORE, in consideration of the premises and the benefits to the
Company and the Additional Obligor and for the purpose of inducing the Holder to
enter into this Agreement and the transactions contemplated hereby, the Company
and the Additional Obligor agree as follows:

SECTION 1. JOINT AND SEVERAL OBLIGATION; CONSENT.

     Subject to the terms and provisions hereof and from and after the date
hereof, the Additional Obligor hereby irrevocably, absolutely, unconditionally
and expressly assumes, as a joint and several obligor with the Company (i) the
due and punctual payment of all of the principal of, and interest and premium,
if any, on the Notes and all other amounts to be paid under or pursuant to the
Note Agreements, as amended hereby, in accordance with the terms of the Notes
and of the Note Agreements, as so amended, and (ii) the due and punctual
observance and performance of all covenants and provisions contained in the Note
Agreements, as amended hereby. From and after the date hereof, all interest
accrued on the Notes shall become the joint and several obligation of the
Company and the Additional Obligor and shall be paid on the next scheduled
interest payment date thereunder. The Company and the Additional Obligor each
for itself covenants and agrees that its obligations and liabilities under the
Note Agreements, as amended, and in respect of the Notes shall be their joint
and several obligations, which obligations in each such case shall be those of a
primary obligor and not a guarantor, surety or other secondary party and shall
not be discharged, impaired or varied by reason of any breach or default by the
Company or the Additional Obligor or for any reason except payment of the
principal of, and interest and premium, if any, on the Notes and any other
amounts payable under the Notes and the Note Agreements, as amended, and in
accordance with the terms of the Notes and the Note Agreements, as amended, and
then only to the extent of such payments.

     Subject to the satisfaction of the conditions set forth in ss.3 hereof, the
Holder hereby waives the provisions of ss.5.11 of the Note Agreements, to the
extent such Section would prevent the transfer of assets referred to above.

SECTION 2. AMENDMENTS TO SECTION 5 OF THE NOTE AGREEMENT.

     Section 2.1. Amendments to Section 5.1. Section 5.1 of the Note Agreement
shall be amended in its entirety as follows:

          Section 5.1 Corporate Existence, Etc. The Company will preserve and
     keep in force and effect, and will cause each Subsidiary to preserve and
     keep in force and effect, its legal existence as a corporation or limited
     liability company, as the case may be, and all licenses and permits
     necessary to the proper



                                      -2-
<PAGE>   4
 
          conduct of its business; provided that the foregoing shall not
          prevent any transaction permitted by ss.5.11.

     Section 2.2. Amendment to Section 5.6 Section 5.6(a) of the Note Agreements
shall be amended in its entirety to read as follows:

                    (a)       The Company will not and will not permit any
          Restricted Subsidiary to create, assume or incur or in any manner
          become liable in respect of any Indebtedness for money borrowed,
          except:

                              (1)       the Notes;

                              (2)       Indebtedness of the Company and any
                    Restricted Subsidiary outstanding as of the date of this
                    Agreement and reflected on the balance sheet of the Company
                    as of June 20, 1992;

                              (3)       other Funded Debt of the Company and the
                    Additional Obligor, provided that, at the time of issuance
                    thereof and after giving effect thereto and to the
                    application of the proceeds thereof, Consolidated Funded
                    Debt shall not exceed 60% of Consolidated Net Tangible
                    Assets;

                              (4)       other Funded Debt of Restricted
                    Subsidiaries other than the Additional Obligor, provided
                    that (i) at the time of issuance thereof and after giving
                    effect thereto and to the application of the proceeds
                    thereof, Funded Debt of such Restricted Subsidiaries plus
                    Secured Funded Debt of the Company and of the Additional
                    Obligor (other than Indebtedness secured by liens permitted
                    by clauses (a) through (h) of ss.5.7) shall not exceed 15%
                    of Consolidated Net Tangible Assets, and (ii) the Company
                    and the Additional Obligor would be permitted to incur at
                    least $1 of Additional Funded Debt under the provisions of
                    ss.5.6(a)(3);

                              (5)       unsecured Current Debt of the Company
                    and of the Additional Obligor; and

                              (6)       Current Debt or Funded Debt of a
                    Restricted Subsidiary to the Company or to a Wholly-owned
                    Restricted Subsidiary.

     Section 2.3. Amendments to Section 5.7. The last sentence of Section 5.7 of
the Note Agreements shall be amended to read in its entirety as follows :



                                      -3-
<PAGE>   5

          Notwithstanding the foregoing provisions of this ss.5.7, the Company
          and any Restricted Subsidiary may create, incur, issue or assume liens
          securing Indebtedness in an aggregate amount which, together with all
          unsecured Funded Debt of Restricted Subsidiaries (other than the
          obligation of the Additional Obligor on the Notes and any other Funded
          Debt of the Additional Obligor permitted under ss.5.6(a)(3)), and
          other Indebtedness of the Company and its Restricted Subsidiaries
          secured by liens which (if originally created, incurred, issued or
          assumed at such time) would otherwise be subject to the foregoing
          restrictions (other than liens permitted under clauses (a) through (h)
          above), does not at the time exceed 15% of Consolidated Net Tangible
          Assets.

     Section 2.4. Amendment to Section 5.8. Clause (ii) of the last sentence of
Section 5.8 of the Note Agreements shall be amended in its entirety to read as
follows:

          (ii) at any time when a business entity becomes a Restricted
          Subsidiary, all investments of such business entity at such time shall
          be deemed to have been made by such business entity, as a Restricted
          Subsidiary, at such time,

     Section 2.5. Amendment to Section 5.11. Section 5.11 of the Note Agreements
shall be amended in its entirety to read as follows:

                  Section 5.11. Mergers, Consolidations and Sales of Assets.
          (a) The Company will not, and will not permit any Restricted
          Subsidiary to (i) consolidate with or be a party to a merger with any
          other corporation or (ii) sell, lease or otherwise dispose of all or
          any substantial part of the assets of the Company or its Restricted
          Subsidiaries, provided, however, that:

                    (1) any Restricted Subsidiary may merge or consolidate with
               or into the Company or, except in the case of the Additional
               Obligor, with or into any Wholly-owned Restricted Subsidiary so
               long as in any merger or consolidation involving the Company)any,
               the Company shall be the surviving or continuing corporation;

                    (2) the Company may consolidate or merge with any other
               corporation or sell, lease or otherwise dispose of all of its
               assets to any other corporation if (i) either the Company shall
               be the surviving or continuing corporation or the corporation
               formed by or resulting from such merger or consolidation, if not
               the Company, or to which such assets shall have been sold, leased
               or otherwise disposed of (hereinafter referred to as the
               "surviving corporation"), shall



                                      -4-
<PAGE>   6

               be a corporation organized under he laws of any state of the
               United States and shall expressly assume the obligation of the
               Company under this Agreement and the Notes, (ii) at the time of
               such transaction and immediately after giving effect thereto no
               Default or Event of Default shall have occurred and be
               continuing, and (iii) after giving effect to such transaction the
               Company or the surviving corporation would be permitted to incur
               at least $1.00 of additional] Funded Debt under the provisions of
               ss.5.6(a)(3); and

                    (3) any Restricted Subsidiary may sell, lease or otherwise
               dispose of all or any substantial part of its assets to the
               Company or, except in the case of the Additional Obligor, to any
               Wholly-owned Restricted Subsidiary.

               b)   The Company will not permit any Restricted Subsidiary to
     issue or sell any shares of stock of any class (including as "stock" for
     the purposes of this ss.5.11, any warrants, rights or options to purchase
     or otherwise acquire stock or other securities exchangeable for or
     convertible into stock) of, or ownership interest of any class in, such
     Restricted Subsidiary to any Person other than the Company or a
     Wholly-owned Restricted Subsidiary if, after giving effect to such issuance
     or sale, less than 80% of the Voting Stock or ownership interest of such
     Restricted Subsidiary is owned by the Company and/or one or more of its
     Wholly-owned Restricted Subsidiaries.

               (c)  The Company will not sell, transfer or otherwise dispose of
     any ownership interest in the Additional Obligor or any Indebtedness of the
     Additional Obligor. The Company will not sell, transfer or otherwise
     dispose of any shares of stock or ownership interest in any other
     Restricted Subsidiary or any Indebtedness of any other Restricted
     Subsidiary, and will not permit any Restricted Subsidiary to sell],
     transfer or otherwise dispose of (except to the Company or a Wholly-owned
     Restricted Subsidiary) any shares of stock or ownership interest or any
     Indebtedness of any other Restricted Subsidiary if, after giving effect to
     such sale, transfer or disposition, less than 80% of the Voting Stock or
     controlling ownership interest, as the case may be, of such Restricted
     Subsidiary is owned by the Company and/or one or more of its Wholly-owned
     Restricted Subsidiaries, unless:

                    (1) simultaneously with such sale, transfer or disposition,
               all shares of stock and all Indebtedness of such Restricted
               Subsidiary at the time owned by the Company and



                                      -5-
<PAGE>   7

               by every other Subsidiary shall be sold, transferred or disposed
               of as an entirety;

                    (2) the Board of Directors of the Company shall have
               determined, as evidenced by a resolution thereof, that the
               retention of such stock or ownership interest and Indebtedness is
               no longer in the best interests of the Company;

                    (3) such stock or ownership interest and Indebtedness is
               sold, transferred or otherwise disposed of to a Person, for a
               cash consideration and on terms reasonably deemed by the Board of
               Directors to be adequate and satisfactory;

                    (4) the Restricted Subsidiary being disposed of shall not
               have any continuing investment in the Company or any other
               Subsidiary not being simultaneously disposed of; and

                    (5) such sale or other disposition does not involve a
               substantial part (as hereinafter defined) of the assets of the
               Company and its Restricted Subsidiaries.

               As used in this ss.5.11, a sale, lease or other disposition of
          assets shall be deemed to be a "substantial part" of the assets of the
          Company or its Restricted Subsidiaries only if the net book value of
          such assets when added to the net book value of all other assets sold,
          leased or otherwise disposed of by the Company and its Restricted
          Subsidiaries (other than in the ordinary course of business) during
          the most recent twelve-month period, exceeds 10% of the Consolidated
          Net Tangible Assets of the Company and its Restricted Subsidiaries
          determined as of the end of the immediately preceding fiscal quarter.
          Sales or other realization on delinquent receivables shall not be
          included in any computation of sales or other dispositions thereunder.

     Section 2.6. Amendment to Section 5.16. Section 5.16 of the Note Agreements
shall be amended in its entirety to read as follows:

                  Section 5.16. Designation of Subsidiaries. The Company may
          from time to time designate any Unrestricted Subsidiary:

                    (i) that is organized under the laws of the United States or
               any State thereof;



                                      -6-
<PAGE>   8

                    (ii)  that conducts substantially all of its business and
               has substantially all of its assets within the United States; and

                    (iii) of which more than 80% (by number of votes) of the
               Voting Stock or, if such Unrestricted Subsidiary is not a
               corporation, more than 80% of the ownership interest, is owned by
               the Company and/or one or more Wholly-owned Restricted
               Subsidiaries,

          as a Restricted Subsidiary if immediately thereafter such Subsidiary
          is in compliance with all of the covenants of this Agreement
          applicable to Restricted Subsidiaries and the Company would be
          permitted to incur at least $1.00 of additional Funded Debt under the
          provisions of ss.5.6(a)(3). The Company may rescind the designation of
          any Restricted Subsidiary (other than the Additional Obligor) if
          immediately thereafter (i) such Subsidiary shall not own, directly or
          indirectly, any Indebtedness or capital stock of, or other ownership
          interest in, any Restricted Subsidiary or any Indebtedness of the
          Company and (ii) the Company would be permitted to incur at least
          $1.00 of additional Funded Debt under the provisions of ss.5.6(a)(3).
          Each change in the designation of a Subsidiary shall be made by
          resolution of the Board of Directors of the Company and the Company
          shall within 10 days after such action give written notice thereof to
          the holders of the Notes.

SECTION 3.      AMENDMENTS TO SECTION 8.1 OF THE NOTE AGREEMENTS.

     Section 3.1. Amendment to Definition of "Affiliate". The second sentence of
the definition of Affiliate shall be amended to read as follows :

          The term "control" means the possession, directly or indirectly, of
          the power to direct or cause the direction of the management and
          policies of a Person, whether through the ownership of Voting Stock
          (or in the case of a Person which is not a corporation, equity
          interest), by contract or otherwise.

     Section 3.2. Amendment to definition of "Minority Interests". The first
sentence of the definition of Minority Interests shall be amended to read as
follows:

          "Minority Interests" shall mean any shares of stock, in the case of a
     corporation, or ownership interests, in the case of a limited liability
     company, of any class of a Restricted Subsidiary (other than directors'
     qualifying shares as required by law) that are not owned by the Company
     and/or one or more of its Restricted Subsidiaries.



                                      -7-
<PAGE>   9

     Section 3.3. Amendment to definition of "Person". The definition of
Subordinated Debt shall be amended in its entirety to read as follows:

               "Person " shall mean an individual, partnership, corporation,
          limited liability company, trust or unincorporated organization, and a
          government or agency or political subdivision vision thereof.

     Section 3.4. Amendment to definition of "subsidiary". The definition of
subsidiary shall be amended to read as follows :

               The term "subsidiary" shall mean, as to any particular parent
          business entity, any business entity of which such parent business
          entity and/or one or more business entities which are themselves
          subsidiaries of such parent business entity, (a) in the case of any
          corporation own more than 50% of the Voting Stock, or (b) in the case
          of any limited liability company or other business entity, own a
          majority of the outstanding interests in such limited liability
          Company or other business entity. The term "Subsidiary " shall mean a
          subsidiary of the Company.

     Section 3.5. Amendment to definition of "Wholly-owned". The definition of
Wholly-owned shall be amended to read as follows :

               "Wholly-owned" when used in connection with any Subsidiary shall
          mean (a) in the case of a corporation, a Subsidiary of which all of
          the issued and outstanding shares of stock (except shares required as
          directors' qualifying shares) and all Indebtedness for borrowed money
          shall be owned by the Company and/or one or more of its Wholly-owned
          Subsidiaries and (b) in the case of a limited liability company or
          other business entity shall mean a Subsidiary of which all of the
          outstanding ownership interests (except nominal amounts of interests
          required to be held other than by such Person under applicable law)
          shall be owned by the Company and/or one or more of its Wholly-owned
          subsidiaries.

     Section 3.6. Additional Definition. Section 8.1 of the Note Agreement shall
be amended by inserting the following definition in Section 8.1 in the correct
alphabetical order:

               "Additional Obligor" shall mean Marsh Supermarkets, LLC, an
          Indiana limited liability company.

SECTION 4.     AMENDMENT TO FORMS OF NOTES; EXCHANGE OF NOTES.

        The respective forms of Notes attached to the Note Agreements as
Exhibits A shall be amended to provide as set forth in Exhibit A hereto. As
provided in Section 2 hereof, from and after




                                      -8-
<PAGE>   10

the date of this Agreement, each Note currently outstanding shall be deemed
amended to provide as set forth for in Exhibit A, hereto whether or not the
Holder elects to exchange such Note pursuant to the following sentence. On or
after the date hereof, the Holder may exchange the Note or Notes currently held
by it (individually an "Old Note" and collectively the "Old Notes") for a new
Note or Notes substantially in the form attached to this Agreement as Exhibit A
(individually a "New Note" and collectively the "New Notes"). Upon surrender of
any Old Note at its office, the Company will deliver in exchange therefor within
10 business days, without expense to such Holder, a New Note in the same
aggregate principal amount as the then unpaid Principal amount of such Old Note,
dated as of the date to which interest has been paid on such Old Note and
registered in the name of such Holder.

SECTION 5.     REPRESENTATIONS AND WARRANTIES.

        The Company and the Additional Obligor each represent and warrant that
all representations and warranties set forth in Exhibit C to this Agreement are
true and correct as of the date hereof and are incorporated herein by reference
with the same force and effect as though herein set forth in full.

SECTION 6.     SUBSIDIARIES AND RESTRICTED SUBSIDIARIES.

         Upon the execution and delivery of this Agreement, Annex A to the Note
Agreements shall be updated and restated to read as Annex A attached to this
Agreement.

SECTION 7.     CONDITIONS PRECEDENT.

         The effectiveness and validity of this Agreement is subject to the
satisfaction of the following conditions precedent:

                (a) The Holder shall have received the following, each of which
        must be satisfactory in form and substance to the Holder:

                    (i)  this Agreement, duly executed by the Company; and

                    (ii) an opinion of counsel to the Company and the Additional
               Obligor, addressed to the Holders, to the effect provided in
               paragraphs 1, 2 and 3 of Exhibit C hereto.

                (b) This Agreement shall have been executed and delivered by
          Holders of not less than 66-2/3% of the unpaid principal balance of
          the Notes.

                (c) The Company shall have paid (by wire transfer of immediately
          available funds) to all Holders of the outstanding Notes, as an
          amendment fee and in consideration for the execution and delivery of
          this Agreement by the requisite Holders, an amount equal to 0.125% of
          the unpaid principal amount of the Notes held by such Holders as set
          forth in Schedule I attached hereto.




                                      -9-
<PAGE>   11

Upon satisfaction of the conditions set forth above, this Amendment to Note
Agreements and Assumption Agreement shall be a binding agreement of the Company,
the Additional Obligor and the Holders; provided that the effectiveness of the
amendments contemplated hereby shall be determined pursuant to Section 8.1.

SECTION 8.     MISCELLANEOUS.

       Section 8.1. Effective Date; Ratification. The amendments contemplated by
this Agreement shall be effective as of the date (the "Effective Date") upon
which (a) all conditions set forth in Section 7 hereof have been satisfied, (b)
the Company consummates transfer of assets and related transactions contemplated
by this Agreement, and (c) the fees and expenses of Chapman and Cutler provided
for in Section 8.4 shall have been paid by the Company. Except as amended
herein, the terms and provisions of the Note Agreements are hereby ratified,
confirmed and approved in all respects.

       Section 8.2. Successors and Assigns. This Agreement shall be binding upon
the Company and the Additional Obligor and their respective successors and
assigns and shall inure to the benefit of the Holders and to the benefit of
their successors and assigns, including each successive holder or holders of any
Notes.

       Section 8.3. Counterparts. This Agreement may be executed in any number
of counterparts, each executed counterpart constituting an original but all
together one and the same instrument.

       Section 8.4. Fees and Expenses. Whether or not the Effective Date occurs,
the Company agrees to pay all reasonable fees and expenses of the Holders and of
special counsel to the Holders in connection with the preparation of this
Amendment to Note Agreements and Assumption Agreement.

       Section 8.5. No Legend Required. Any and all notices, requests,
certificates and other instruments including, without limitation, the Notes, may
refer to the Note Agreement or the Note Agreement dated as of May 1, 1988
without making specific reference to this Amendment to Note Agreements and
Assumption Agreement, but nevertheless all such references shall be deemed to
include this Amendment to Note Agreements and Assumption Agreement unless the
context shall otherwise require.

       Section 8.6. Governing Law. This Agreement and the Notes shall be
governed by and construed in accordance with Indiana law. 





                                      -10-
<PAGE>   12

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Note
Agreements and Assumption Agreement as of March 28, 1997.

                           MARSH SUPERMARKETS, INC.

                           By: /s/ Doyle W. Daghty
                              -------------------------------------
                              Its



                           MARSH SUPERMARKETS, LLC

                           By:  MARSH SUPERMARKETS, INC., 
                                Its Chief Operating Officer

                           By: /s/ Doyle W. Daghy
                              ------------------------------------
                              Its
















                                      -11-
<PAGE>   13


Accepted as of March 28, 1997 :

                                            PRINCIPAL MUTUAL LIFE INSURANCE 
                                             COMPANY

                                            By:
                                               --------------------------------
                                               Its

                                            By:
                                               --------------------------------
                                               Its

                                            THE MINNESOTA MUTUAL LIFE INSURANCE 
                                             COMPANY

                                            By: MIMLIC Asset Management Company

                                                 By
                                                   ----------------------------
                                                    Its


                                            STATE MUTUAL LIFE INSURANCE COMPANY

                                            By
                                              ---------------------------------
                                                 Its

                                            By
                                              ---------------------------------
                                                 Its




                                      -12-
<PAGE>   14


                                   SCHEDULE I

<TABLE>
<CAPTION>
                                  ORIGINAL        PRINCIPAL
                                  PRINCIPAL       BALANCE OF
NAME OF                           AMOUNT OF       NOTES         ADMENDMENT
NOTEHOLDER                        NOTES ISSUED    OUTSTANDING   FEE PAYABLE

<S>                               <C>             <C>           <C>    
Principal Mutual Life Insurance   $21,000,000     $14,700,000   $18,375
  Company

The Minnesota Mutual Life         $ 3,400,000     $ 2,380,000   $ 2,975
  Insurance Company

State Mutual Life                 $   300,000     $   210,000   $262.50
  Insurance Company

Auer & Co.                        $   300,000     $   210,000   $262.50
</TABLE>















                                   SCHEDULE I
                        (to Amendment to Note Agreements
                            and Assumption Agreement)


<PAGE>   15


                            MARSH SUPERMARKETS, INC.
                             MARSH SUPERMARKETS, LLC

                       9.48% Senior Note Due June 30, 2003

                                PPN #___________

$                                                                       , 19
 -------------------                                         -----------    ---

No. R-

        MARSH SUPERMARKETS, INC., an Indiana corporation (the "Company"), and
MARSH SUPERMARKETS, LLC, an Indiana limited liability company (the "Additional
Obligor") (the Company and the Additional Obligor being herein sometimes
together referred to as the "Co-Obligors"), for value received, hereby jointly
and severally promise to pay to

                             or registered assigns,
                         on the 30th day of June, 2003,
                             the principal amount of

                                                           DOLLARS ($        )
                                                                     --------

and to pay interest (computed on the basis of a 360-day year of twelve 30-day
months) on the principal amount from time to time remaining unpaid hereon at the
rate of 9.48% per annum from the date hereof until maturity, payable
semiannually on June 30 and December 31 in each year commencing December 31,
1988, and at maturity. The Co-Obligors agree to pay interest on overdue
principal (including any overdue required or optional prepayment of principal)
and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the rate of 11.48% per annum after the date due,
whether by acceleration or otherwise, until paid. Both the principal hereof and
interest hereon are payable at the principal office of the Company in
Indianapolis, Indiana, in coin or currency of the United States of America which
at the time of payment shall be legal tender for the payment of public and
private debts.

        This Note is one of the 9.48% Senior Notes of the Co-Obligors in the
aggregate principal amount of $25,000,000 issued or to be issued under and
pursuant to the terms and provisions of separate and several Note Agreements,
each dated as of May 1, 1988, entered into by the Company with the original
purchasers therein referred to, as amended by an Amendment to Note Agreements
and Assumption Agreement dated as of March 28, 1997 entered into by the
Co-Obligors and a requisite percentage of the then holders of the outstanding
Notes, and this Note and the holder hereof are entitled equally and ratably
with
                                    EXHIBIT A
                        (to Amendment to Note Agreements
                            and Assumption Agreement)




<PAGE>   16

the holders of all other Notes outstanding under the Note Agreements, as
amended, to all the benefits and security provided for thereby or referred to
therein, to which Note Agreements, as amended, reference is hereby made for the
statement thereof,

        This Note and the other Notes outstanding under the Note Agreements, as
amended, may be declared due prior to their expressed maturity dates and certain
prepayments are required to be made thereon, all in the events, on the terms and
in the manner and amounts as provided in the Note Agreements.

        The Notes are not subject to prepayment or redemption at the option of
the Co-Obligors prior to their expressed maturity dates except on the terms and
conditions and in the amounts and with the premium, if any, set forth in Section
2 of the Note Agreements.

        This Note is registered on the books of the Co-Obligors and is
transferable only by surrender thereof at the principal office of the
Co-Obligors duly endorsed or accompanied by a written instrument of transfer
duly executed by the registered holder of this Note or its attorney duly
authorized in writing. Payment of. or on account of principal, premium, if any,
and interest on this Note shall be made only to or upon the order in writing of
the registered holder.

                                       MARSH SUPERMARKETS, INC.


                                       By:
                                          ------------------------------------
                                          Its

                                       MARSH SUPERMARKETS, LLC

                                       By:  MARSH SUPERMARKETS, INC.
                                            Its Chief Operating Officer


                                       By:
                                          -----------------------------------
                                          Its













                                       -2-


<PAGE>   17


                         REPRESENTATIONS AND WARRANTIES


     The Company and the Additional Obligor each represent and warrants to each
Holder as follows:

     1. Corporate Organization and Authority. The Company, and each Restricted
Subsidiary, is a corporation or limited liability company, as the case may be,
duly organized and validly existing under the laws of its jurisdiction of
organization.

     2. Transaction is Legal and Authorized. The execution, delivery and
performance of the Amendment to Note Agreements and Assumption Agreement and
compliance by the Company and the Additional Obligor with all of the provisions
of the Amendment to Note Agreements and Assumption Agreement:

          (a) are within the corporate powers of the Company and the Additional
     Obligor;

          (b) will not violate any provisions of any law or any order of any
     court or governmental authority or agency and will not conflict with or
     result in any breach of any of the terms, conditions or provisions of, or
     constitute a default under the Articles of Incorporation or Articles of
     Organization of the Company or the Additional Obligor or any indenture or
     other agreement or instrument to which the Company or the Additional
     Obligor is a party or by which either may be bound or result in the
     imposition of any Liens or encumbrances on any property of the Company or
     the Additional Obligor; and

          (c) have been duly authorized by proper corporate action on the part
     of the Company and the Additional Obligor (no action by the stockholders of
     the Company and the Additional Obligor being required by law, by the
     Articles of Incorporation or Articles of Organization or By-laws of the
     Company or the Additional Obligor or otherwise) and the Amendment to Note
     Agreements and Assumption Agreement have been executed and delivered by the
     Company and the Additional Obligor and constitute the legal, valid and
     binding obligation, contract and agreement of the Company enforceable in
     accordance with its terms, subject to bankruptcy, insolvency, fraudulent
     conveyance or similar laws affecting creditors' rights generally, and
     general principles of equity (regardless of whether the application of such
     principles is considered in a proceeding in equity or at law).

     3. Governmental Consent. No approval, consent or withholding of objection
on the part of any regulatory body, state, Federal or local, is necessary in
connection with the execution and delivery by the Company or the Additional
Obligor of the Amendment to Note Agreements and Assumption Agreement or
compliance by the Company or the Additional Obligor with any of the provisions
of the Amendment to Note Agreements and Assumption Agreement.


                                    EXHIBIT C
                        (to Amendment to Note Agreements
                            and Assumption Agreement)


<PAGE>   18


     4. No Defaults. No Default or Event of Default (as defined in the Note
Agreements, as amended) has occurred and is continuing. Neither the Company nor
any Restricted Subsidiary is in default in the payment of principal or interest
on any Indebtedness or is in default under any instrument or instruments or
agreements under and subject to which any Indebtedness has been issued, and no
event has occurred and is continuing under the provisions of any such instrument
or agreement which with the lapse of time or the giving of notice, or both,
would constitute an event of default thereunder.

     5. Subsidiaries. Annex A attached hereto states the name of each of the
Company' s Subsidiaries, its jurisdiction of incorporation or organization and
the percentage of its Voting Stock or ownership interest owned by the Company
and/or its Subsidiaries. The Company and each Subsidiary has good and marketable
title to all of the shares or ownership interest it purports to own of the stock
or ownership interest of each Subsidiary, free and clear in each case of any
lien. All such shares or ownership interest have been duly issued and are fully
paid and non-assessable.




























                                       -2-


<PAGE>   19


                           SUBSIDIARIES OF THE COMPANY

1. RESTRICTED SUBSIDIARIES:

<TABLE>
<CAPTION>
                                                        PERCENTAGE OF VOTING 
                                                           STOCK OR OTHER
                                                       OWNERSHIP INTEREST OWNED
                                  JURISDICTION OF          BY COMPANY AND
                                  INCORPORATION OR           EACH OTHER
  NAME OF SUBSIDIARY               ORGANIZATION               SUBSIDIARY

<S>                                  <C>                         <C>

C. E. Publishing, Inc.                                           100%

Crystal Food Services, LLC                                       100%

Contract Transport, Inc.             Indiana                     100%

Convenience Store                    Ohio                        100%
Distributing Company
(a partnership)

Mar Properties, Inc.                 Indiana                     100%

Maraines Greenery, Inc.              Indiana                     100%

Limited Holdings, Inc.                                           100%

LoBill, LLC                                                      l00%

Marlease, Inc.                       Indiana                     100%

Marsh Drugs Inc.                     Indiana                     100%

Marsh International, Inc.,                                       100%

Marsh P.Q., Inc.                     Indiana                     100%

Marsh Supermarkets, LLC              Indiana                     100%

Marsh Village Pantries, Inc.         Indiana                     100%

Mundy Realty, Inc.                   Indiana                     100%

North Marion Development             Indiana                     100%
Corporation

S.C.T., Inc.                         Indiana                     100%
</TABLE>


<PAGE>   20


<TABLE>
<CAPTION>
                                                         PERCENTAGE OF VOTING 
                                                            STOCK OR OTHER
                                                          OWNERSHIP INTEREST
                                                              OWNED BY
                                    JURISDICTION OF            COMPANY
                                   INCORPORATION OR         AND EACH OTHER
NAME OF SUBSIDIARY                   ORGANIZATION              SUBSIDIARY

<S>                                  <C>                          <C> 
Trademark Holdings Corp.             Delaware                     100%

Village Pantry, LLC                  Indiana                      100%

Walnut Hills Association                                          100%
(a partnership)
</TABLE>

2.  SUBSIDIARIES (OTHER THAN RESTRICTED SUBSIDIARIES):






                                      NONE




















                                       -2-