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                                                                     Exhibit 4.1



                         FIRST AMENDMENT TO AMENDED AND
                            RESTATED CREDIT AGREEMENT

         THIS FIRST AMENDMENT (this "Amendment") dated as of December 27, 2002
is to the Amended and Restated Credit Agreement dated as of February 19, 2002
(the "Credit Agreement") among MARSH SUPERMARKETS, INC. (the "Company") and
MARSH SUPERMARKETS, LLC ("Marsh, LLC" and, collectively with the Company, the
"Borrowers"), THE PROVIDENT BANK, as Agent (in such capacity, the "Agent") and
Arranger, LASALLE BANK NATIONAL ASSOCIATION, as documentation agent, and various
financial institutions (the "Lenders"). Unless otherwise defined herein, terms
defined in the Credit Agreement are used herein as defined therein.

         WHEREAS, the parties hereto have entered into the Credit Agreement
which provides for the Lenders to make Loans to the Borrowers from time to time;
and

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects, as hereinafter set forth;

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

        SECTION 1. AMENDMENTS.

        Effective on the date of the effectiveness of this Amendment pursuant to
Section 3 below, the Credit Agreement shall be amended as set forth in this
Section 1.

                1.1. Amendments to Definitions.

                        The definition of "Permitted Note Purchases" in Section
                        1.1 is amended in its entirety to read as follows:

                        "PERMITTED NOTE PURCHASES" means purchases of
                        Convertible Subordinated Notes or up to $15 million in
                        aggregate principal amount of Senior Subordinated Notes
                        meeting all the following requirements:

                        (a)     no Default or Unmatured Default shall have
                                occurred and be continuing or would result from
                                such purchase or the incurrence of any
                                Indebtedness in connection therewith;

                        (b)     the purchase shall be consummated in an open
                                market or privately negotiated transaction
                                pursuant to terms (including price), conditions
                                and documentation satisfactory to the Agent; and

                        (c)     the purchase shall be consummated in compliance
                                with any documents governing any Subordinated
                                Debt and with all applicable laws, rules and
                                regulations.

                1.2. Amendment to Use of Proceeds Covenant.

                        Section 7.2(J) is amended in its entirety to read as
                        follows:



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                                (J) Use of Proceeds. The Borrowers shall use the
                        proceeds of the Revolving Loans to (i) repay existing
                        Indebtedness, (ii) provide funds for the additional
                        working capital needs and other general corporate
                        purposes of the Borrowers, (iii) provide funds for the
                        payment of fees and expenses incurred in connection with
                        the negotiation and documentation of this Agreement and
                        the Loan Documents (iv) to finance Permitted
                        Acquisitions and (v) to provide funds for Capital
                        Expenditures. The Borrowers shall use the proceeds of
                        the Debt Purchase Facility Loans to make Permitted Note
                        Purchases of Convertible Subordinated Notes. The
                        Borrowers will not, nor will it permit any of their
                        respective Subsidiaries to, use any of the proceeds of
                        the Loans to purchase or carry any Margin Stock or to
                        make any Acquisition, other than a Permitted Acquisition
                        pursuant to Section 7.3(G).

        SECTION 2. REPRESENTATIONS AND WARRANTIES.

        The Borrowers represent and warrant to the Agent and the Lenders (a) as
to the matters set forth in Section 5.2(i) and (ii) of the Credit Agreement, as
amended hereby (as so amended, the "Amended Credit Agreement"), as if the
representations and warranties set forth therein were made on the date hereof,
(b) that the execution and delivery by the Borrowers of this Amendment, and the
performance by the Borrowers of their obligations under the Amended Credit
Agreement, (i) are within the powers of the Borrowers, (ii) have been duly
authorized by proper organizational actions and proceedings, and such approvals
have not been rescinded and no other actions or proceedings on the part of the
Borrowers are necessary to consummate such transaction, (iii) do not and will
not require any registration with, consent or approval of, or notice to, or
other action to, with or by any Governmental Authority, or if not made, obtained
or given individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect and (iv) do not and will not conflict with any
Requirement of Law or Contractual Obligation, except such that could not
reasonably be expected to have a Material Adverse Effect, or with the
certificate or articles of incorporation and by-laws or the operating agreement
of the Borrowers or any Subsidiary, and (c) that the Amended Credit Agreement is
the legal, valid and binding obligation of the Borrowers, enforceable against
the Borrowers in accordance with its terms (except as enforceability may be
limited by bankruptcy, insolvency, fraudulent conveyance, or similar laws
affecting the enforcement of creditors' rights generally).

        SECTION 3. EFFECTIVENESS.

        The amendments set forth in Section 1 above shall become effective on
the date when the Agent shall have received the following:

                3.1. First Amendment.

                        Counterparts of this Amendment signed by the Borrowers
                        and the Required Lenders.

                3.2. Corporate Documents.

                        A certificate of the Secretary or an Assistant Secretary
                        of the Borrowers as to (a) resolutions of the Board of
                        Directors or limited liability company action, as
                        appropriate, of such entity authorizing the execution
                        and delivery of this Amendment and the other documents
                        contemplated hereby to which such entity is a party, (b)
                        the incumbency and signatures of the officers of such
                        entity which are to sign the documents referred to in
                        clause (a) above and (c) a certificate of



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                        existence certificate issued by the Indiana Secretary of
                        State with respect to each Borrower.

SECTION 4. MISCELLANEOUS.

        4.1. Continuing Effectiveness, etc.

                The Amended Credit Agreement shall remain in full force and
                effect and is hereby ratified and confirmed in all respects.
                After the effectiveness hereof, all references in the Credit
                Agreement and each other Loan Document to the "Credit Agreement"
                or similar terms shall refer to the Amended Credit Agreement.

        4.2. Counterparts.

                This Amendment may be executed in any number of counterparts and
                by the different parties on separate counterparts, and each such
                counterpart shall be deemed to be an original but all such
                counterparts shall together constitute one and the same
                Amendment.

        4.3. Expenses.

                The Borrowers agree to pay the reasonable costs and expenses of
                the Agent (including reasonable attorneys' fees and charges) in
                connection with the negotiation, preparation, execution and
                delivery of this Amendment and the other documents contemplated
                hereby.

        4.4. Governing Law.

                This Amendment shall be a contract made under and governed by
                the internal laws of the State of Indiana.

        4.5. Successors and Assigns.

                This Amendment shall be binding upon the Borrowers, the Lenders
                and the Agent and their respective successors and assigns, and
                shall inure to the benefit of the Borrowers, the Lenders and the
                Agent and their respective successors and assigns, as permitted
                by the provisions of the Amended Credit Agreement.


                            [Signature page follows]


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        Delivered at Indianapolis, Indiana, as of the day and year first above
written.

                                   MARSH SUPERMARKETS, INC.

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


                                   MARSH SUPERMARKETS, LLC

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


                                   THE PROVIDENT BANK
                                     as Agent and Arranger and as a Lender


                                   By:    /s/ Scott J. Brown
                                          --------------------------------------
                                          Scott J. Brown
                                   Title: Senior Vice President

                                   LASALLE BANK NATIONAL ASSOCIATION
                                     as documentation agent and as a Lender


                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   FIRST MERCHANTS BANK, N.A.
                                     as a Lender

                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title:



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                                   UNION PLANTERS BANK, NATIONAL ASSOCIATION
                                     as a Lender

                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   OLD NATIONAL BANK, N.A.
                                     as a Lender

                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   FIFTH THIRD BANK
                                     as a Lender

                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   UNION FEDERAL BANK
                                     as a Lender

                                   By:  /s/
                                        ----------------------------------------
                                        Name:
                                        Title: