termloannote092022






  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