amendment09012022






FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT  THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT  AGREEMENT (this “First Amendment”) is entered into as of September 1, 2022 by and among  VILLAGE SUPER MARKET, INC., a corporation organized under the laws of the State of  New Jersey (“Village”), VILLAGE SUPER MARKET OF NJ, L.P., a limited partnership  organized under the laws of the State of New Jersey (“Village NJ”), VILLAGE  SUPERMARKET OF MARYLAND LLC, a limited liability company organized under the  laws of the State of Maryland (“Village MD”), VILLAGE SUPER MARKET OF PA, LLC, a  limited liability company organized under the laws of the Commonwealth of Pennsylvania  (“Village PA”), VSM NEW MARKETS, LLC, a limited liability company organized under the  laws of the State of New Jersey (“VSM New Markets”), VSM GOURMET, LLC, a limited  liability company organized under the laws of the State of New York (“VSM Gourmet”), VSM  NY HOLDINGS LLC, a limited liability company organized under the laws of the State of New  York (“VSM Fairway”), GREATER MORRISTOWN RESTAURANT, LLC, a limited  liability company organized under the laws of the State of New Jersey (“VSM Morristown”),  HANOVER AND HORSEHILL DEVELOPMENT LIMITED LIABILITY COMPANY, a  limited liability company organized under the laws of the State of New Jersey (“Hanover”),  DELILAH PROPERTIES LLC, a limited liability company organized under the laws of the  State of New Jersey (“Delilah”), FIRE BRANDS INNOVATION LLC, a limited liability  company organized under the laws of the State of New Jersey (“Fire Brands”), VSM NY  DISTRIBUTION LLC, a limited liability company organized under the laws of the State of  New York (“VSM Distribution”) and VILLAGE GALLOWAY SHOPPING CENTER LLC,  a limited liability company organized under the laws of the State of New Jersey (“Galloway” and  collectively with Village, Village NJ, Village MD, Village PA, VSM New Markets, VSM  Gourmet, VSM Fairway, VSM Morristown, Hanover, Delilah, Fire Brands, VSM Distribution,  the "BorrowerTM), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Bank”).  RECITALS  Whereas, the Borrower and Bank entered into a certain Amended and Restated Credit  Agreement dated as of January 28, 2022 (as amended, replaced, restated, modified and/or  extended from time to time, the “Credit Agreement”); and    Whereas, Borrower and Bank have agreed to modify the terms of the Credit Agreement  as set forth in this First Amendment.  Now, therefore, in consideration of the Bank’s continued extension of credit and the  agreements contained herein, the parties agree as follows:  AGREEMENT     1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent  statement of account sent to the Borrower with respect to the Obligations is correct.  1  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4   ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .     ST ENDMENT  ENDED D TED EDIT EE ENT     IS ST ENDMENT  ENDED D TED EDIT  EE ENT is irst endment”)  t red t  s f t ber , 22  d ong  I GE ER ARKET, C.,  r oration nized der e s f e t te f  e  y i l ge”), I GE ER RKET F J, . .,  i it d rt ership  nized der e s f e t te f e  r y ill ge J”), I GE  ARKET F RYLAND C,  i it d i ilit  pany nized der e  s f e t te f aryland  ill ge D”), I GE ER RKET F , C,   i it d i ilit  pany nized der e s f e monwealth f nsylvania  i l ge ”),   ARKETS, C,  i it d i ilit  pany nized der e  s f e t te f e  r y “  e  arkets”),  URMET, C,  i it d  ilit  pany nized der e s f e t te f e  ork “  ourmet”),    LDINGS C,  i it d i ilit  pany nized der e s f e tate f e   ork “  ai ay”), EATER RRIS N URANT, C,  i it d  ilit  pany nized der e s f e t te f e  y “  orrist wn”),  OVER D RSEHI L P ENT I ED I I Y PANY,   i it d i ilit  pany nized der e s f e t te f ew y anover”),  I AH PERTIES C,  i it d i ilit  pany nized der e s f e  t te f e  r y elilah”), E NDS N ATION C,  i it d i ilit   pany nized der e s f e t te f e  y ire rands”),    I TI N C,  i it d i ilit  pany nized der e s f e tate f  e  ork “  istri ti n”) d I GE AY PING TER C,   i it d i ilit  pany nized der e s f e tate f e  r y al ay” d  ll ti ely ith i lage, i l ge J, ill ge D, ill ge , S  e  arkets, S   ourmet, S  i ay, S  o rist n, anover, elilah, ire rands, S  istri ution,  e o rower"), d E LS O NK, I NAL CIATION e ank”).    I LS    hereas, e orr er d ank t red t   rtain ended d estated redit  gree ent ted s f ary 8, 22 s ended, l ced, t ted, odified d/or  t ded  e  e, e redit gr ement”); d  hereas, orr er d ank e r ed  odify e s f e redit gree ent  s t rth  is irst mendment.  ow, refore,  sideration f e ank’s ti ed t sion f dit d e  ents tai ed rein, e rties ree s l s:    EE ENT    ) LEDGMENT F ANCE. orr er ledges at e ost nt  e ent f unt nt  e orr er ith ect  e bligati ns  rect.  





 






2) DEFINITIONS. The definitions in the Credit Agreement shall be and hereby are modified  as follows:  @ The terms used herein and not otherwise defined or modified herein shall have the  meanings ascribed to them in the Credit Agreement. The terms used herein and not otherwise  defined or modified herein or defined in the Credit Agreement shall have the meanings ascribed  to them by the Uniform Commercial Code as enacted in State of New Jersey.  (b) The following definitions in Section 8.2 of the Credit Agreement are hereby  deleted and are replaced to read as follows:  “Advances” shall mean and include the Revolving Advances as well as the Letters of  Credit, the Term Loan, the Converted Term Loan, the Galloway Term Loan and the 2022 Term  Loan.  “Contract Rate” shall mean, as applicable, the Revolving Interest Rate, the Term Loan  Rate, the Converted Term Loan Rate, the Galloway Term Loan Rate and the 2022 Term Loan  Rate.  “Loans” shall mean, collectively, the Revolving Advances, the Term Loan, the Converted  Term Loan, the Galloway Term Loan and the 2022 Term Loan.     “Note” shall mean, collectively, the Revolving Credit Note, the Term Note, the Converted  Term Note, the Galloway Term Note and the 2022 Term Loan.  (© The following definitions are hereby added to Section 8.2 of the Credit  Agreement to read as follows in alphabetical order:  “2022 Term Loan” shall mean the Advances made pursuant to Section 1.3(c) of this  Agreement.    “2022 Term Loan Advance Date” shall mean September 1, 2022.  “2022 Term Loan Amount” shall mean $10,000,000.  “2022 Term Loan Conditions” shall have the meaning ascribed to it in Section 3 of the  First Amendment.  “2022 Term Loan Maturity Date” shall mean the first Business Day of September, 2029.  “2022 Term Loan Rate” shall mean an interest rate per annum equal to the sum of (i) the  greater of the SOFR Average (30-Day SOFR Average) and zero percent (0.00%) plus (ii) one  and thirty-five hundredths of one percent (1.35%).  “2022 Term Note” shall mean the promissory note described in Section 1.3(c)(i) hereof.  2  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4 September 1, 2029.    ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   ) FINITIONS.  he fi iti ns  e redit gree ent all e d r y re odified  s l s:  (a) he s ed rein d t r ise fi ed r odified rein all e e  eanings ri ed    e redit gr ement.  he s d rein d t r ise  fi ed r odified rein r fi ed  e redit gree ent all ve e eanings ri ed     e nif r  o mercial ode s acted  tate f e  rsey.    ) he ing fi iti ns  ecti n .  f e redit gree ent re r y  l ted d re l ed  d s l s:    dvances” a l ean d l e e evolving dvances s ell s e e ters f  redit, e er  oan, e onverted er  an, e all ay er  an d e 22 er   an.    ontract ate” a l ean, s plicable, e evolving t rest ate, e er  an  ate, e onverted er  an ate, e all ay er  an ate d e 22 er  an  ate.    oans” a l ean, ll cti ely, e evolving dvances, e er  oan, e onverted  er  oan, e all ay er  an d e 22 er  oan.     ote” all ean, ll ctively, e evolving redit ote, e er  ote, e onverted  er  ote, e all ay er  ote d e 22 er  oan.    c) he ing fi iti ns re r y ed  ecti n .  f e redit  gree ent  d s s  abetical r er:    2  er   an”  all  ean  e  dvances  ade  rs ant    ecti n  . (c)  f  is  gr ement.  2 er  an dvance ate” a l ean t ber , 2.   2 er  an mount” a l ean , 00, 0.     2  er  an  onditions”  a l  ve  e  eaning  ri ed       ecti n    f e  irst endment.     22 er  an aturity ate” a l ean e t usine s ay f t ber, 29.    2 er  an ate” all ean  rest t  r  ual  e  f ) e  r ater f e FR verage ay FR verage) d ro r ent ) l s i) e  d i -fi e dredths f e r ent ).  2 er  ote” a l ean e i sory te scri ed  ecti n . (c)(i) reof.    





 






  3  Wells/Village – First Amendment to A&R Credit Agreement  4870-0648-3753, v. 5  “Applicable Termination Date” shall mean, as applicable, the Termination Date, the Term  Loan Maturity Date, the Converted Term Loan Maturity Date, the Galloway Term Loan Maturity  Date and/or the 2022 Term Loan Maturity Date.      “First Amendment” shall mean that certain First Amendment to Amended and Restated  Credit Agreement dated as of the First Amendment Closing Date by and among the Borrower  and the Bank.     “First Amendment Closing Date” shall mean as of September 1, 2022.    “Term Loans” shall mean, as applicable, collectively and individually, the Term Loan, the  Converted Term Loan, the Galloway Term Loan and/or the 2022 Term Loan.  “Term Loan Rates” shall mean, as applicable, collectively and individually, the Term Loan  Rate, the Converted Term Loan Rate, the Galloway Term Loan Rate and the 2022 Term Loan  Rate.  3) MODIFICATIONS.  The Credit Agreement shall be and hereby is modified as follows:    (a) The following Subsection (c) is hereby added to Section 1.3 of the Credit  Agreement to read as follows:    “(c)     2022 Term Loan.     (i) 2022 Term Loan.  Bank hereby agrees to make a term loan to Borrower in a  principal amount equal to the 2022 Term Loan Amount (“2022 Term Loan”). Borrower's  obligation to repay the 2022 Term Loan shall be evidenced by a certain promissory note dated  the First Amendment Closing Date, as modified from time to time in form and substance  attached as Exhibit A to the First Amendment (“2022 Term Note”).    (ii) Repayment.  The 2022 Term Loan shall be repayable in eighty four (84) equal  consecutive monthly principal installments based on a seven (7) year amortization schedule as  more fully set forth on Schedule 1 attached to the 2022 Term Note, the first eighty three (83) of  which shall be in the amount of $119,047.62 plus accrued interest commencing on the first Business  Day of October, 2022, and continuing on the first Business Day of each month thereafter, with an  eighty fourth (84th) and final payment of any unpaid balance of principal and interest payable on  the first Business Day of September, 2029, and subject to mandatory prepayment and acceleration  upon the occurrence of an Event of Default herewith or earlier termination of this Agreement  pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the 2022 Term Loan  is due and payable in full if the Revolving Line of Credit is not extended beyond the applicable  Termination Date.    (iii) Prepayment.  Borrower may prepay principal on the 2022 Term Loan solely in  accordance with the provisions of the terms and conditions set forth herein including, but not  limited to, Section 1.8 herein.”      





 






(b) Section 1.4 of the Credit Agreement is hereby amended by the addition of the  following subsection (Vv) to be added in numerical order in the second sentence of Subsection (a)  to read as follows:  “and (v) with respect to the 2022 Term Loan, the 2022 Term Loan Rate”  (© Section 1.4(b) of the Credit Agreement is hereby amended to read in its entirety  as follows:  “(b) Default Interest. The Bank shall have the option in its sole and absolute discretion  to have the outstanding principal balance of each Loan bear interest at an increased rate per  annum (computed on the basis of a 360-day year, actual days elapsed) equal to four percent (4%)  above the rate of interest from time to time applicable to such Loan (the “Default Rate”) (i) from  and after the Applicable Termination Date; (ii) from and after the date prior to the Applicable  Termination Date when all principal owing hereunder becomes due and payable by acceleration  or otherwise; and/or (iii) upon the occurrence and during the continuance of any Event of  Default.”  (d) The second sentence of Section 1.4(l) of the Credit Agreement is hereby amended  to read in its entirety as follows:  “If the foregoing Inability Determination or Illegality Determination relates to SOFR Average  (30-Day SOFR Average) for any Interest Period, then any outstanding principal balance of the  Notes bearing interest determined in relation to SOFR Average for any affected Interest Period  shall bear interest at a fluctuating rate per annum determined in relation to the SOFR Average in  effect from time to time, plus the applicable margin as set forth in the definitions of the Term  Loan Rates, from the date of such Inability Determination or such Illegality Determination until  Bank revokes such Inability Determination or notifies Borrower that the circumstances giving  rise to such lllegality Determination no longer exist, as applicable; provided, however, that, with  respect to any outstanding principal balance of the Loans bearing interest determined in relation  to SOFR Average for any affected Interest Period, no such determination of interest shall take  effect during any applicable Interest Period as a result of an Inability Determination.”  (e) The initial clause of the first sentence of Section 1.8(a) of the Credit Agreement is  hereby amended to read in its entirety as follows:  “(a) Borrower may prepay principal on the Loans at any time and in the minimum amount of  Five Hundred Thousand and 00/100 Dollars ($500,000);  4) Section 1.8(b) of the Credit Agreement is hereby amended to read in its entirety  as follows:  “(b) Application of Prepayments. If principal under any of the Term Loans is payable in more  than one installment, then any prepayments of principal shall be applied to the most remote  principal installment or installments then unpaid.”  4  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4   ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   ) ecti n .  f e redit gree ent  r y ended  e diti n f e  ing section )  e ed  erical r er  e nd t ce f bsection )   d s l s:     d ) ith ect  e 22 er  an, e 22 er  an ate”    c) ecti n . (b) f e redit gree ent  r y ended  d   tir ty  s l s:     ) efault t rest.  he ank all e e ti n   le d solute i reti n   e e t t ding i cipal l ce f ch an ar rest t  n sed t  r   puted  e sis f  -day ear, t al ys sed) ual  r r ent )  ve e te f rest  i e  e pli able  h oan e efault ate”) )   d ft r e plicable er ination ate; )  d t r e te ri r  e plicable  er ination ate hen l i cipal ing nder es e d able  elerati n  r r ise; d/or i) on e rrence d ri g e ti ance f y vent f  efault.”    ) he nd t ce f cti n . (l) f e redit gree ent  r y ended   d   tir ty s l s:    If e oing bilit  et r ination r lle lit  eter ination t s  FR verage  ay FR verage) r y rest eriod, n y t t ding i cipal l ce f e  otes ari g rest t ined  t n  FR verage r y ted I rest ri d  all ar rest t  t ati g t  r  t ined  t n  e FR verage   ct  e  e, l s e pli able argin s t rth  e fi iti ns f e er   an ates,  e te f ch bilit  et r ination r ch Ille lit  et r ination til  ank kes ch I bilit  eter ination r tifies orr er at e rc stances i i g    ch Ille lit  eter ination  er ist, s plicable; vided, ever, at, ith  ect  y t t ding cipal l ce f e ans ari g rest t ined  t n   FR verage r y ted rest riod,  ch t ination f rest all e  ct ri g y pli able rest ri d s  ult f  I bility eter ination.”    ) he itial se f e st t ce f ecti n . (a) f e redit gree ent   r y ended  d   tir ty s l s:    a) orr er ay ay i cipal  e ans t y e d  e i u  ount f  i e  undred ousand d / 00 o lars , );”    (f) ecti n . (b) f e redit gree ent  r y ended  d   tir ty  s l s:    )     plication f ayments.   i cipal der y f e er  ans  able  ore  n e ent, n y ents f cipal all e plied  e ost ote  i cipal ent r ents n paid.”    





 






(9) Section 1.9(a) of the Credit Agreement is hereby amended by the  substitution of “the Term Loans” for the phrase “the Term Loan, the Converted Term Loan  and/or the Galloway Term Loan” where it appears.  4) CONDITIONS TO ADVANCING THE 2022 TERM LOAN.  @ The obligation of the Bank hereunder to advance the 2022 Term Loan to the  Borrower is subject to the satisfaction of the following restrictions and conditions precedent  delivered prior to the First Amendment Closing Date, unless the Bank agrees to extend such date  due to the timing of the delivery of various items of due diligence set forth herein below,  (collectively, the “2022 Term Loan Conditions”):  (i) The Bank shall have received fully executed copies of the First Amendment, the  2022 Note and such other documents as Bank shall require;  (i) ~~ The Bank shall have received a Closing Certificate from the Borrower;  (iii) ~~ The Bank shall have received an Omnibus Certificate from the Borrower; and  (iv) The Borrower shall satisfy and/or deliver to the Bank such documentation,  certificates and/or other terms and conditions, as reasonably required by the Bank.  All of the foregoing shall be evidenced by and subject to the terms of the Loan Documents  as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall  pay to Bank immediately upon demand the full amount of all charges, costs and expenses (to  include fees paid to third parties and all allocated costs of Bank personnel), expended or incurred  by Bank in connection with any of the foregoing security, including without limitation, filing  and recording fees and costs of appraisals, audits and title insurance.  5) RELEASE. Borrower and its representatives, successors and assigns hereby jointly and  severally, knowingly and voluntarily RELEASE, DISCHARGE and FOREVER WAIVE and  RELINQUISH any and all claims, demands, obligations, liabilities, defenses, affirmative  defenses, setoffs, counterclaims, actions and causes of action of whatsoever kind or nature,  whether known or unknown, which it has, may have or might have or may assert now or in  the future against Bank directly or indirectly, arising out of, based upon or in any manner  connected with any transaction, event, circumstance, action, failure to act or occurrence of  any sort or type, in each case related to, arising from or in connection with the Credit  Agreement and/or any other Loan Document, whether known or unknown, and which  occurred, existed, was taken, permitted or begun prior to the First Amendment Closing Date.  The Borrower hereby acknowledges and agrees that the execution of this First Amendment  by Bank shall not constitute an acknowledgment of or an admission by Bank of the existence  of any such claims or of liability for any matter or precedent upon which liability may be  asserted.  6) NO WAIVER OF DEFAULTS. This First Amendment does not constitute (a) a waiver of,  or a consent to, (i) any provision of the Credit Agreement or any other Loan Document  5  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4   ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   g) ecti n . (a) f e redit gree ent  r y ended  e  stit ti n f e er  oans” r e rase t e er  an, e onverted er  an  d/or e all ay er  oan” here  pears.     ) NDITIONS  ANCING E 22  AN.      (a) he li ati n f e ank nder  ance e 22 er  an  e  orr er  ject  e t ti n f e ing s d diti ns dent  li ered ri r  e irst endment l sing ate, le s e ank rees  t d ch te  e  e i i g f e li ery f ri us te s f e i ce t rth rein l ,  ll cti ely, e 22 er  an onditions”):  ) he ank all e i ed ll  cuted pies f e irst endment, e  22 ote d ch t er ents s ank all uire;    i) he ank all ve i ed  l sing ertificate  e o rower;     ii) he ank all ve i ed  nibus ertifi ate  e o rower; d    ) he orr er all ti f  d/or li er  e ank ch cumen ation,  rti tes d/or t er s d nditions, s ably ired  e ank.     ll f e oing all e i ced  d ject  e s f e an ocuments  s ank all ably uire, l   d st nce t t ry  ank.  orr er all  y  ank ediately on and e l ount f l arges, sts d enses   e s id  ird rties d l ated sts f ank r nel), ended r rred   ank  nection ith y f e oing curity, n i g it out i itati n,   d r ing s d sts f praisals, dits d  r nce.    ) LEASE.  orr er d  r sentatives, ce sors d i ns r y i tl  d  erally, ingly d luntarily EASE, RGE d EVER AIVE d  I UISH y d l i s, ands, li ations, ilities, fenses, ative  fenses, t fs, nterclai s, t ns d ses f ti n f hatsoever i d r ture,  hether n r nown, hich  as, ay ve r ight e r ay sert  r   e t re ainst ank i ctly r irectly, i g t f, sed on r  y a ner  nected ith y saction, ent, c stance, ti n, i re  t r u rence f  y rt r e,  ch se t d , g  r  nection ith e redit  gree ent d/or y t er an ocument, hether n r nown, d hich  cu red, isted, as en, r i ted r un ri r  e irst endment l sing ate.  he orr er r y ledges d rees at e ecution f is irst endment   ank all t nstitute  ledgment f r  i sion  ank f e i t ce  f y ch s r f i ilit  r y atter r dent on hich i ilit  ay e  erted.  )  AIVER F FAULTS.  his irst endment es t nstitute )  aiver f,  r  sent , ) y visi n f e redit gree ent r y t er an ocument  





 






except as expressly stated in this First Amendment, if applicable, or (ii) any present or future  violation of, or Default or Event of Default under, any provision of the Credit Agreement or  any other Loan Document, or (b) a waiver of Bank’s right to insist upon future compliance  with each term, covenant, condition and provision of the Credit Agreement or any other Loan  Document. The Borrower hereby acknowledges and agrees that failure to comply with any  terms and/or conditions set forth herein shall be an Event of Default under the Credit  Agreement and the other Loan Documents.  7) ACKNOWLEDGMENTS. Borrower acknowledges and represents that:  @ the Credit Agreement and the other Loan Documents, as amended hereby, are in  full force and effect without any defense, claim, counterclaim, right or claim of set-off;  (b) to the best of its knowledge, no default by the Bank in the performance of its  duties under the Credit Agreement or the other Loan Documents has occurred;  (© all representations and warranties of the Borrower contained herein, in the Credit  Agreement and in the other Loan Documents are true and correct in all material respects as of  this date, except for any representation or warranty that specifically refers to an earlier date;  (d) No Material Adverse Effect has occurred during the period commencing on the  Closing Date through and including the First Amendment Closing Date;  (e) Borrower has taken all necessary action to authorize the execution and delivery of  this First Amendment; and  0) this First Amendment is a modification of an existing obligation and is not a  novation.  8) EFFECT ON THE LOAN AGREEMENT. Upon the effectiveness of this First  Amendment:  @) each reference in the Credit Agreement to “this Agreement,” “hereunder,”  “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement  as amended hereby;  (b) all references in the other Loan Documents to the Credit Agreement shall mean  and be a reference to the Credit Agreement as amended hereby; and  (©) except as specifically amended herein, the Credit Agreement, and all other  documents, instruments and agreements executed and/or delivered in connection therewith, shall  remain in full force and effect, and are hereby ratified and confirmed.  9) MISCELLANEOUS. This First Amendment shall be construed in accordance with and  governed by the laws of the State of New Jersey, without reference to that state’s conflicts of  law principles. This First Amendment, the Credit Agreement and the other Loan Documents  constitute the sole agreement of the parties with respect to the subject matter thereof and  supersede all oral negotiations and prior writings with respect to the subject matter thereof.  No amendment of this First Amendment, and no waiver of any one or more of the provisions  hereof shall be effective unless set forth in writing and signed by the parties hereto. The  6  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4   ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   cept s re sly t d  is irst endment,  plicable, r i) y sent r t re  i lati n f, r efault r vent f efault der, y visi n f e redit gree ent r  y t er an ocument, r )  aiver f ank’s t  sist on t re pliance  ith ch , enant, ndition d visi n f e redit gree ent r y t er an  ocument.  he rr er r y ledges d rees at i re  ply ith y  s d/or diti ns t rth rein all e  ent f efault der e redit  gree ent d e t er an ocuments.  ) OWLEDGMENTS.  orr er ledges d r sents at:  (a) e redit gree ent d e t er an ocuments, s ended reby, re   l r e d ct it out y fense, i , nterclai , t r  f t-o f;  )  e st f  ledge,  fault  e ank  e ance f   ties der e redit gree ent r e t er an ocuments s cu red;  c) l ntati ns d a ranties f e orr er tai ed rein,  e redit  gree ent d  e t er an ocuments re e d rect  l aterial ects s f  is ate, cept r y r sentation r a ranty at ecifica ly rs   rlier ate;  ) o aterial dverse ffect s cu red ri g e ri d mencing n e  l sing ate gh d n i g e irst endment l sing ate;  ) orr er s en l essary ti n  t orize e ecution d li ery f  is irst endment; d  (f) is irst endment   odification f  isti g li ati n d  t   vation.    ) CT N E AN REEMENT.  pon e t e s f is irst  endment:  (a) h ce  e redit gree ent  t is greement,” r under,”  ereof,” erein” r ords f e port a l ean d e  ce  e oan gree ent  s ended reby;     ) l ces  e t er an ocuments  e redit gree ent all ean  d e  ce  e redit gree ent s ended r by; d  c) cept s ecifica ly ended rein, e redit gr ement, d l t er  cuments, n ru ents d ents cuted d/or li ered  nection r ith, all  ain  l rce d ffect, d re r y d d fi ed.    ) I LLANEOUS.  his irst endment all e str ed  r ance ith d  erned  e a s f e tate f e  rsey, it out ce  at t ’s nflicts f   ciples.  his irst endment, e redit gree ent d e t er an ocuments  nstitute e le ent f e rties ith ect  e ject a ter r of d  ersede l ral otiati ns d ri r riti gs ith ect  e bject atter reof.  o endment f is irst endment, d  aiver f y e r ore f e isi ns  reof all e cti e le s t rth  riti g d ed  e rties reto.  he  





 






illegality, unenforceability or inconsistency of any provision of this First Amendment shall  not in any way affect or impair the legality, enforceability or consistency of the remaining  provisions of this First Amendment, the Credit Agreement or the other Loan Documents.  This First Amendment, the Credit Agreement and the other Loan Documents are intended to  be consistent. However, in the event of any inconsistencies among this First Amendment,  the Credit Agreement and/or any of the other Loan Documents, the terms of the Credit  Agreement as modified by this First Amendment shall control. The parties hereto shall  execute and deliver such additional documents and take such additional action as may be  necessary or desirable to effectuate the provisions and purposes of this First Amendment.  This First Amendment may be executed in any number of counterparts and by the different  parties on separate counterparts. Each such counterpart shall be deemed an original, but all  such counterparts shall together constitute one and the same agreement.  10) Waiver of Jury Trial. To the fullest extent permitted by applicable law, Borrower  hereby irrevocably waives any right to trial by jury of any claim, demand, action or  cause of action arising under this First Amendment or in any way connected with or  related or incidental to the dealings of the parties hereto in respect of this First  Amendment or the transactions contemplated hereby, in each instance whether now  existing or hereafter arising and whether in contract, tort, equity or otherwise.  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4 7  ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   lle ality, enforceab lity r n sist cy f y vision f is irst endment all  t  y ay ct r pair e ality, f rceability r sist cy f e aining  isi ns f is irst endment, e redit gree ent r e t er an ocuments.   his irst endment, e redit gree ent d e t er an ocuments re n ed   e nsistent.  owever,  e ent f y n sist ncies ong is irst endment,  e redit gree ent d/or y f e t er an ocuments, e s f e redit  gree ent s odified  is irst endment all ntrol. he rties reto all  ecute d li er ch diti nal ents d e ch diti nal ti n s ay e  essary r sir ble  t ate e isi ns d r oses f is irst endment.  his irst endment ay e cuted  y ber f nterparts d  e i r nt  rties  arate unterparts.  ach ch nterpart all e ed  ri inal, t l  ch nterparts all ether nstitute e d e e r ent.  ) aiver f ry rial.  o e l st t nt i ted y plicable , rro er  y rr bly aives y t  ial  ry f y i , and, ti n r  se f ti n i i g der is irst endment r  y ay nected ith r  t d r ental  e ali gs f e rties reto  ect f is irst  endment r e sactions t plated reby,  ch ce hether   i ti g r reafter i i g d hether  tract, rt, uity r erwise.     R I DER F IS E IN I LLY FT NK]  





 






[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT AGREEMENT]  IN WITNESS WHEREOF, the undersigned have signed and sealed this First Amendment  the day and year first above written.  BORROWER:  ATTEST: VILLAGE SUPER MARKET, INC.      Name: G; Hiurthy  Title; General Cousel     WITNESS: VILLAGE SUPER MARKET OF NJ, L.P.  By: Village Super Market, Inc.,  a New Jersey corporation, its General Partner       By  Nam¢: JOHN VAN ORDEN  Title: Chief Financial Officer     WITNESS: VILLAGE SUPERMARKET OF MARYLAND LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member  \                   By! By:  Name: a. HEC Namef JOHN VAN ORDEN  Title: General Coop Title: Chief Financial Officer  [SIGNATURE PAGE TO FOLLOW]  8  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753.v. 4 





 






[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT AGREEMENT]  WITNESS: VILLAGE SUPER MARKET OF PA, LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member     By:  Name/ JOHN VAN ORDEN  Title: Chief Financial Officer        WITNESS: VSM NEW MARKETS, LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member           By: By:  Name: seh J. Mecar Name: JOHN VAN ORDEN  Title: Cenerd Coonsd Title: Chief Financial Officer  WITNESS: VSM GOURMET, LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member      By: By:  Name: 3. Haring Name JOHN VAN ORDEN  Title: Geserdh Guns Title: Chief Financial Officer     [SIGNATURE PAGE TO FOLLOW]  9  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753,v 4 





 






[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT AGREEMENT]  WITNESS:     WITNESS:  WITNESS:     By:  Name: . Car  Title: Genera) Goonsel  VSM NY HOLDINGS LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member        Namet JOHN VAN ORDEN  Chief Financial Officer  GREATER MORRISTOWN RESTAURANT, LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member     By:  Name: JOHN VAN ORDEN  Title: Chief Financial Officer     HANOVER AND HORSEHILL DEVELOPMENT  LIMITED LIABILITY COMPANY  By: Village Super Market, Inc.,  a New Jersey corporation, its Manager  By: JOA wd A IN  Name¥YJOHN VAN ORDEN  Title: Chief Financial Officer  [SIGNATURE PAGE TO FOLLOW]  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753,v. 4 





 






[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED  WITNESS:     WITNESS:  By:  Name Daniel TRC  Title: General Coyne  WITNESS:  CREDIT AGREEMENT]  DELILAH PROPERTIES LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member     By:  Name: JOHN VAN ORDEN  Title: Chief Financial Officer         FIRE BRANDS INNOVATION LLC     VSM NY DISTRIBUTION LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member  Byd FAIS  Name; JOHN VAN ORDEN  Title: Chief Financial Office  VILLAGE GALLOWAY SHOPPING  CENTER LLC  By: Village Super Market, Inc.,  By:  Na  a New Jersey corporation, its sole  member  mei, JOHN VAN ORDEN  QdNl~  Title: Chief Financial Officer  [SIGNATURE PAGE TO FOLLOW]  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753.v. 4 





 






[SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED  CREDIT AGREEMENT]  BANK:  WELLS FARGO BANK,     12  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753,v. 4 





 






Exhibit A  2022 Term Note  See Attached  13  Wells/Village — First Amendment to A&R Credit Agreement  4870-0648-3753, v. 4   ells/Vi lage – irst endment  R redit gree ent  0-0648-3753, .   xhibit       22 er  ote    ee tt ched  





 






  1  Wells/Village – 2022 Term Note  4863-4805-9689, v. 3  2022 TERM NOTE  Wells Fargo Bank, National Association    $10,000,000 As of September 1, 2022   Roseland, New Jersey     This 2022 Term Note (this “Note”) is executed and delivered under and pursuant to the  terms of that certain Amended and Restated Credit Agreement dated as of January 28 2022, as  amended by that certain First Amendment to Amended and Restated Credit Agreement dated of  even date herewith (as amended, restated, supplemented or modified from time to time, the “Credit  Agreement”) by and between among VILLAGE SUPER MARKET, INC., a corporation  organized under the laws of the State of New Jersey (“Village”), VILLAGE SUPER MARKET  OF NJ, L.P., a limited partnership organized under the laws of the State of New Jersey (“Village  NJ”), VILLAGE SUPERMARKET OF MARYLAND LLC, a limited liability company  organized under the laws of the State of Maryland  (“Village MD”), VILLAGE SUPER  MARKET OF PA, LLC, a limited liability company organized under the laws of the  Commonwealth of Pennsylvania (“Village PA”), VSM NEW MARKETS, LLC, a limited  liability company organized under the laws of the State of New Jersey (“VSM New Markets”),  VSM GOURMET, LLC, a limited liability company organized under the laws of the State of  New York (“VSM Gourmet”), VSM NY HOLDINGS LLC, a limited liability company  organized under the laws of the State of New York (“VSM Fairway”), GREATER  MORRISTOWN RESTAURANT, LLC, a limited liability company organized under the laws  of the State of New Jersey (“VSM Morristown”), HANOVER AND HORSEHILL  DEVELOPMENT LIMITED LIABILITY COMPANY, a limited liability company  organized under the laws of the State of New Jersey (“Hanover”), DELILAH PROPERTIES  LLC, a limited liability company organized under the laws of the State of New Jersey  (“Delilah”), FIRE BRANDS INNOVATION LLC, a limited liability company organized under  the laws of the State of New Jersey (“Fire Brands”), VSM NY DISTRIBUTION LLC, a limited  liability company organized under the laws of the State of New York (“VSM Distribution”) and  VILLAGE GALLOWAY SHOPPING CENTER LLC, a limited liability company organized  under the laws of the State of New Jersey (“Galloway” and collectively with Village, Village NJ,  Village MD, Village PA, VSM New Markets, VSM Gourmet, VSM Fairway, VSM Morristown,  Hanover, Delilah, Fire Brands, VSM Distribution, the "Borrower"), and WELLS FARGO  BANK, NATIONAL ASSOCIATION ("Bank"). Capitalized terms not otherwise defined herein  shall have the meanings provided in the Credit Agreement.     FOR VALUE RECEIVED, Borrower hereby promise to pay to the order of the Bank, at  the office of the Bank located at 190 River Road, 1st Floor, Summit, New Jersey 07901 or at such  other place as the Bank may from time to time designate to Borrower in writing:     (i)  the principal sum of TEN MILLION AND 00/100 DOLLARS ($10,000,000) in eighty  four (84) equal consecutive monthly principal installments based on a seven (7) year amortization  schedule as more fully set forth on Schedule 1 attached hereto, the first eighty three (83) of which  shall be in the amount of $119,047.62 plus accrued interest commencing on the first Business Day  of October, 2022, and continuing on the first Business Day of each month thereafter, with an  eighty fourth (84th) and final payment of any unpaid balance of principal and interest payable on  the first Business Day of September, 2029, and subject to mandatory prepayment and acceleration  





 






upon the occurrence of an Event of Default under the Credit Agreement or earlier termination of  the Credit Agreement pursuant to the terms thereof;  (i) interest on the principal amount of this Note from time to time outstanding until such  principal amount is paid in full at the applicable 2022 Term Loan Rate in accordance with the  provisions of the Credit Agreement. In no event, however, shall interest exceed the maximum  interest rate permitted by law. Upon and after the occurrence of an Event of Default, and during  the continuation thereof, interest shall be payable at the Default Rate in accordance with the Credit  Agreement; and  (iif) notwithstanding anything to the contrary herein, in the Credit Agreement and/or in any  other Loan Document, all outstanding principal and interest hereunder which is due and payable in  full if the Revolving Line of Credit is not extended beyond the applicable Termination Date.  This Note is a “2022 Term Note” referred to in the Credit Agreement, and is entitled to the  benefits of the Credit Agreement and the other Loan Documents and is subject to all of the  agreements, terms and conditions therein contained.  This Note is subject to mandatory prepayment, and may be voluntarily prepaid, in whole or  in part, in each case pursuant to the terms and conditions set forth in the Credit Agreement.  If an Event of Default under Subsection 6.1(f) or 6.1(h) of the Credit Agreement shall  occur, then this Note shall immediately become due and payable, without notice, together with  reasonable attorneys’ fees if the collection hereof is placed in the hands of an attorney to obtain or  enforce payment hereof. If any other Event of Default shall occur under the Credit Agreement or  any of the other Loan Documents, which is not cured within any applicable grace period, then this  Note may, as provided in the Credit Agreement, be declared to be immediately due and payable,  without notice, together with reasonable attorneys’ fees, if the collection hereof is placed in the  hands of an attorney to obtain or enforce payment hereof.  Bank may at any time pledge or assign all or any portion of its rights under the Credit  Agreement or the other Loan Documents (including any portion of this Note) to any of the twelve  (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.  Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its  obligations under the Credit Agreement or any of the other Loan Documents.  Upon the sale, transfer, hypothecation, assignment or other encumbrance, whether  voluntary, involuntary or by operation of law, of all or any interest in any real property securing  this Note, if any, or upon the occurrence of any Event of Default, the holder of this Note, at the  holder's option, may declare all sums of principal and interest outstanding hereunder to be  immediately due and payable without presentment, demand, notice of nonperformance, notice of  protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the  obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and  terminate. Borrower shall pay to the holder immediately upon demand the full amount of all  payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include  outside counsel fees), expended or incurred by the holder in connection with the enforcement of  the holder's rights and/or the collection of any amounts which become due to the holder under this  Note whether or not suit is brought, and the prosecution or defense of any action in any way  2  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3      ells/Vi lage – 22 er  ote  3-4805-9689, .   on e rence f  ent f efault der e redit gree ent r rlier ination f  e redit gree ent rsuant  e s reof;      i)  rest  e cipal ount f is ote  e  e t t ding til ch  cipal ount  id  l t e pli able 22 er  an ate  r ance ith e  isi ns f e redit gr ement. I   ent, ever, all rest eed e axi u   rest t  r i ted  .  pon d t r e urrence f  ent f efault, d ri g  e ti uation reof, rest all  able t e efault ate  r ance ith e redit  gr ement; d     i)  t it st ding t ing  e ntrary rein,  e redit gree ent d/or  y  t er an ocument, l t t ing ri cipal d rest nder hich  e d able   l  e evolving i e f redit  t t ded nd e pli able er ination ate.     his ote   2 er  ote” r d   e redit gr ement, d  titl d  e  nefits f e redit gree ent d e t er an ocuments d  bject  l f e  r ents, s d nditi ns rein ntained.       his ote  bject  andatory ent, d ay e luntarily paid,  hole r   art,  ch se rs ant  e s d diti ns t rt   e redit gr ement.      I   vent f efault der bsection . (f) r . (h) f e redit gree ent all  cur, n is ote all i ediately e e d able, it out tice, ether ith  able eys’ s  e ll ti n r of  l ed  e ds f  y  tain r  f rce ent reof.  I  y t er ent f efault all cur der e redit gree ent r  y f e t er an ocuments, hich  t red ithin y pli able ce ri d, n is  ote ay, s i ed  e redit gr ement, e clared  e ediately e d able,  it out tice, et er ith able eys’ s,  e ll ti n r of  l ed  e  ds f  y  tain r f rce ent reof.     ank ay t y e ge r i n l r y rti n f  ts der e redit  gree ent r e t er an ocuments in i g y rti n f is ote)  y f e elve  ) deral eserve anks nized der ecti n  f e deral eserve ct,  . .C.  ecti n 1.  o ch ge r ent r ent r of all se ank    li ati ns der e redit gree ent r y f e t er an ocuments.  pon e le, sfer, othecation, ent r t er brance, hether  luntary, n l ntary r  erati n f , f l r y rest  y al erty uring  is ote,  y, r on e rrence f y ent f efault, e l er f is ote, t e  lder's tion, ay clare l s f cipal d rest t t ding nder  e  ediately e d able it out t ent, and, tice f perf r ance, ti e f  r test, test r tice f i onor, l f hich re re sly aived  o rower, d e  li ation,  y, f e l er  t d y rt er dit nder all ediately ase d  inate. orr er all y  e l er ediately on and e l ount f l  ents, ances, arges, sts d enses, i g able eys' s  e  tsi e unsel es), ended r rred  e l er  nection ith e ent f  e lder's ts d/or e ll cti n f y ounts hich e e  e l er der is  ote hether r t it  ught, d e s cution r f nse f y ti n  y ay  





 






related to this Note, including without limitation, any action for declaratory relief, whether  incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any  of the foregoing incurred in connection with any bankruptcy proceeding (including without  limitation, any adversary proceeding, contested matter or motion brought by Bank or any other  person) relating to Borrower or any other person or entity.  Should more than one person or entity sign this Note as a Borrower, the obligations of  each such Borrower shall be joint and several.  The effective date of this Note shall be the date that Bank has accepted this Note and all  conditions to the effectiveness of the Credit Agreement have been fulfilled to Bank's satisfaction.  Notwithstanding the occurrence of the effective date of this Note, Bank shall not be obligated to  extend credit under this Note until all conditions to each extension of credit set forth in the Credit  Agreement have been fulfilled to Bank's satisfaction.  This Note shall be construed and enforced in accordance with the laws of the State of New  Jersey.  Borrower expressly waives any presentment, demand, protest, notice of protest, or notice of  any kind except as expressly provided in the Credit Agreement.  [SIGNATURE PAGE TO FOLLOW]  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3    3  ells/Vi lage – 22 er  ote  3-4805-9689, .   t d  is ote, i g it out i itati n, y ti n r cl rat ry lief, hether  rred t e l r pe late el,   it ti n eeding r r ise, d n i g y  f e oing rred  nection ith y kruptcy eding in i g it out  i itati n, y ersary ceeding, tested a ter r otion ght  ank r y t er  rson) t g  orr er r y t er r n r tity.  ould ore n e rs n r tit  n is ote s  o rower, e li ati ns f  ch ch orr er all e int d eral.    he cti e te f is ote all e e ate at ank s epted is ote d l  diti ns  e t e s f e redit gree ent ve en lfill d  ank's t ction.  ot ithstanding e u rence f e cti e ate f is ote, ank all t e li ated   t d dit der is ote til l diti ns  ch t sion f dit t rth  e redit  gree ent e en lfil d  ank's t ction.     his ote all e str ed d f rced  r ance ith e s f e t te f e   rsey.     orr er re sly aives y t ent, and, r test, ti e f r test, r ti e f  y i d cept s re sly i ed  e redit gr ement.       SIGN RE E  OW]  





 






[SIGNATURE PAGE TO 2022 TERM NOTE]  ATTEST: VILLAGE SUPER MARKET, INC.       By:  Namey/ JOHN VAN ORDEN  Title: Chief Financial Officer     VILLAGE SUPER MARKET OF NJ, L.P.  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its General Partner  By:  nl Cin VAN ORDEN  Title: Chief Financial Officer  VILLAGE SUPERMARKET OF MARYLAND LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member  By: il DN LA I~  Name: Darke J. Name JOHN VAN ORDEN  Title: Generel isi] Title: Chief Financial Officer     [SIGNATURE PAGE TO FOLLOW]  Wells/Village ~ 2022 Term Note  4863-4805-9689, v. 3 





 






[SIGNATURE PAGE TO 2022 TERM NOTE]  VILLAGE SUPER MARKET OF PA, LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member     By:  Name: JOHN VAN ORDEN  Title: Chief Financial Officer      VSM NEW MARKETS, LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member  By: { LON) h) Pal  Name:lJOHN VAN ORDEN  Title: Chief Financial Officer     VSM GOURMET, LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member      By:  Name: JOHN VAN ORDEN  Title: Chief Financial Officer  [SIGNATURE PAGE TO FOLLOW]  Wells/ Village — 2022 Term Note  4863-4805-9689.v 3 





 






[SIGNATURE PAGE TO 2022 TERM NOTE]  VSM NY HOLDINGS LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member      By:  Name:  Title: Chief Financial Officer        GREATER MORRISTOWN RESTAURANT, LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member  By Lo, So LA  Name: {JOHN VAN ORDEN  Title: Chief Financial Officer  HANOVER AND HORSEHILL DEVELOPMENT  LIMITED LIABILITY COMPANY  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Manager  By:  Name:/JOHN VAN ORDEN  Title: Chief Financial Officer     [SIGNATURE PAGE TO FOLLOW]  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3 





 






[SIGNATURE PAGE TO 2022 TERM NOTE]  DELILAH PROPERTIES LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member      By:  Name: 1OHN VAN ORDEN  Title: Chief Financial Officer        FIRE BRANDS INNOVATION LLC      By:  Name: JOHN VAN ORDEN  Title: Manager      VSM NY DISTRIBUTION LLC  WITNESS: By: Village Super Market, Inc.,  a New Jersey corporation, its Sole Member      By:  Name  Title:          OHN VAN ORDEN  Chief Financial Officer     WITNESS: VILLAGE GALLOWAY SHOPPING CENTER  LLC  By: Village Super Market, Inc.,  a New Jersey corporation, its sole member  By: 00  Namej JOHN VAN ORDEN  Title: Chief Financial Officer  Wells/ Village — 2022 Term Note  4863-4805-9689, v. 3 





 






The Note will be paid in the principal amounts plus accrued interest on the dates as shown  below:  Payment Due Date  SCHEDULE 1  (Term Note Amortization Schedule)  SCHEDULE 1 TO PROMISSORY NOTE  Oct 03, 2022  Nov 01, 2022  Dec 01, 2022  Jan 03, 2023  Feb 01, 2023  Mar 01, 2023  Apr 03, 2023  May 01, 2023  Jun 01, 2023  Jul 03, 2023  Aug 01, 2023  Sep 01, 2023  Oct 02, 2023  Nov 01, 2023  Dec 01, 2023  Jan 02, 2024  Feb 01, 2024  Mar 01, 2024  Apr 01, 2024  May 01, 2024  Jun 03, 2024  Jul 01, 2024  Aug 01, 2024  Sep 03, 2024  Oct 01, 2024  Nov 01, 2024  Dec 02, 2024  Jan 02, 2025  Feb 03, 2025  Mar 03, 2025  Apr 01, 2025  May 01, 2025  Jun 02, 2025  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3  Principal Payment Due  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62    8  ells/Vi lage – 22 er  ote  3-4805-9689, .   DULE      ote ortization edule)    DULE   ISS RY TE  he ote ill e id  e i cipal ounts l s r ed rest  e tes s n  l :  ent ue ate ri cipal ent ue  ct 3, 22 , 47.62  ov 1, 22 , 47.62  ec 1, 22 , 47.62  n 3, 23 , 47.62  b 1, 23 , 47.62  ar 1, 23 , 47.62  pr 3, 23 , 47.62  ay 1, 23 , 47.62  n 1, 23 , 47.62  l 3, 23 , 47.62  ug 1, 23 , 47.62  ep 1, 23 , 47.62  ct 2, 23 , 47.62  ov 1, 23 , 47.62  ec 1, 23 , 47.62  n 2, 24 , 47.62  b 1, 24 , 47.62  ar 1, 24 , 47.62  pr 1, 24 , 47.62  ay 1, 24 , 47.62  n 3, 24 , 47.62  l 1, 24 , 47.62  ug 1, 24 , 47.62  ep 3, 24 , 47.62  ct 1, 24 , 47.62  ov 1, 24 , 47.62  ec 2, 24 , 47.62  n 2, 25 , 47.62  b 3, 25 , 47.62  ar 3, 25 , 47.62  pr 1, 25 , 47.62  ay 1, 25 , 47.62  n 2, 25 , .   





 






Jul 01, 2025  Aug 01, 2025  Sep 02, 2025  Oct 01, 2025  Nov 03, 2025  Dec 01, 2025  Jan 02, 2026  Feb 02, 2026  Mar 02, 2026  Apr 01, 2026  May 01, 2026  Jun 01, 2026  Jul 01, 2026  Aug 03, 2026  Sep 01, 2026  Oct 01, 2026  Nov 02, 2026  Dec 01, 2026  Jan 04, 2027  Feb 01, 2027  Mar 01, 2027  Apr 01, 2027  May 03, 2027  Jun 01, 2027  Jul 01, 2027  Aug 02, 2027  Sep 01, 2027  Oct 01, 2027  Nov 01, 2027  Dec 01, 2027  Jan 03, 2028  Feb 01, 2028  Mar 01, 2028  Apr 03, 2028  May 01, 2028  Jun 01, 2028  Jul 03, 2028  Aug 01, 2028  Sep 01, 2028  Oct 02, 2028  Nov 01, 2028  Dec 01, 2028  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62    9  ells/Vi lage – 22 er  ote  3-4805-9689, .   l 1, 25 , 47.62  ug 1, 25 , 47.62  ep 2, 25 , 47.62  ct 1, 25 , 47.62  ov 3, 25 , 47.62  ec 1, 25 , 47.62  n 2, 26 , 47.62  b 2, 26 , 47.62  ar 2, 26 , 47.62  pr 1, 26 , 47.62  ay 1, 26 , 47.62  n 1, 26 , 47.62  l 1, 26 , 47.62  ug 3, 26 , 47.62  ep 1, 26 , 47.62  ct 1, 26 , 47.62  ov 2, 26 , 47.62  ec 1, 26 , 47.62  n 4, 27 , 47.62  b 1, 27 , 47.62  ar 1, 27 , 47.62  pr 1, 27 , 47.62  ay 3, 27 , 47.62  n 1, 27 , 47.62  l 1, 27 , 47.62  ug 2, 27 , 47.62  ep 1, 27 , 47.62  ct 1, 27 , 47.62  ov 1, 27 , 47.62  ec 1, 27 , 47.62  n 3, 28 , 47.62  b 1, 28 , 47.62  ar 1, 28 , 47.62  pr 3, 28 , 47.62  ay 1, 28 , 47.62  n 1, 28 , 47.62  l 3, 28 , 47.62  ug 1, 28 , 47.62  ep 1, 28 , 47.62  ct 2, 28 , 47.62  ov 1, 28 , 47.62  ec 1, 28 , .   





 






Jan 02, 2029  Feb 01, 2029  Mar 01, 2029  Apr 02, 2029  May 01, 2029  Jun 01, 2029  Jul 02, 2029  Aug 01, 2029  Sep 04, 2029  Wells/Village — 2022 Term Note  4863-4805-9689, v. 3  10  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  119,047.62  Remaining Balance      ells/Vi lage – 22 er  ote  3-4805-9689, .   n 2, 29 , 47.62  b 1, 29 , 47.62  ar 1, 29 , 47.62  pr 2, 29 , 47.62  ay 1, 29 , 47.62  n 1, 29 , 47.62  l 2, 29 , 47.62  ug 1, 29 , 47.62  ep 4, 29 e aining l