termloannotedatedjanuary






  1  Wells/Village – Galloway Term Note  4857-9794-5608, v. 3   GALLOWAY TERM NOTE   Wells Fargo Bank, National Association    $7,350,000   As of January 28, 2022   Roseland, New Jersey     This Galloway 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 even  date herewith (as amended, restated, supplemented or modified from time to time, the “Credit  Agreement”) 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 "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 promises to pay to the order of the Bank, at  the office of Bank located at 190 River Road, 1st Floor, Summit, New Jersey 07901 or at such  other place as Bank may from time to time designate to Borrower in writing:     (i)  the principal sum of SEVEN MILLION AND THREE HUNDRED FIFTY  THOUSAND AND 00/100 DOLLARS ($7,350,000) shall be paid in one hundred eighty (180)  equal consecutive monthly principal installments based on a one hundred eighty (180)  month  amortization schedule as more fully set forth on Schedule 1 attached hereto, the first one hundred  seventy nine (179) of which shall be in the amount of $40,833.33 plus accrued interest  commencing on the first Business Day of the first month immediately following the Closing Date  and continuing on the first Business Day each month thereafter, with a one hundred eightieth  (180th) and final payment of any unpaid balance of principal and interest payable on the first  





 






  2  Wells/Village – Galloway Term Note  4857-9794-5608, v. 3  Business Day of the one hundred eightieth (180th) month thereafter, 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;       (ii)  interest on the principal amount of this Note from time to time outstanding until  such principal amount is paid in full at the Galloway 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     (iii)  notwithstanding anything to the contrary herein, in the Credit Agreement  and/or in any other Loan Document, all outstanding principal and interest hereunder is due and  payable on the Galloway Term Loan Maturity Date.     This Note is a “Galloway Term Note” referred to in the Credit Agreement and is  secured, inter alia, by the liens granted pursuant to the Credit Agreement and the other Loan  Documents, 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 evidences the  extension of the Galloway Term Loan.     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  





 






  3  Wells/Village – Galloway Term Note  4857-9794-5608, v. 3  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  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]  





 






 





 






 





 






 





 






 





 






  8  Wells/Village – Galloway Term Note  4857-9794-5608, v. 3    





 






  9  Wells/Village – Galloway Term Note  4857-9794-5608, v. 3  SCHEDULE 1    (Galloway Term Note Amortization Schedule)    





 






  SCHEDULE 1 TO PROMISSORY NOTE  45107621 The Note will be paid in the principal amounts plus accrued interest on the dates as shown  below:  Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Jan 28, 2022 0.00 7,350,000.00  Mar 01, 2022 40,833.33 7,309,166.67  Apr 01, 2022 40,833.33 7,268,333.33  May 02, 2022 40,833.33 7,227,500.00  Jun 01, 2022 40,833.33 7,186,666.67  Jul 01, 2022 40,833.33 7,145,833.33  Aug 01, 2022 40,833.33 7,105,000.00  Sep 01, 2022 40,833.33 7,064,166.67  Oct 03, 2022 40,833.33 7,023,333.33  Nov 01, 2022 40,833.33 6,982,500.00  Dec 01, 2022 40,833.33 6,941,666.67  Jan 03, 2023 40,833.33 6,900,833.33  Feb 01, 2023 40,833.33 6,860,000.00  Mar 01, 2023 40,833.33 6,819,166.67  Apr 03, 2023 40,833.33 6,778,333.33  May 01, 2023 40,833.33 6,737,500.00  Jun 01, 2023 40,833.33 6,696,666.67  Jul 03, 2023 40,833.33 6,655,833.33  Aug 01, 2023 40,833.33 6,615,000.00  Sep 01, 2023 40,833.33 6,574,166.67  Oct 02, 2023 40,833.33 6,533,333.33  Nov 01, 2023 40,833.33 6,492,500.00  Dec 01, 2023 40,833.33 6,451,666.67  Jan 02, 2024 40,833.33 6,410,833.33  Feb 01, 2024 40,833.33 6,370,000.00  Mar 01, 2024 40,833.33 6,329,166.67  Apr 01, 2024 40,833.33 6,288,333.33  May 01, 2024 40,833.33 6,247,500.00  Jun 03, 2024 40,833.33 6,206,666.67  Jul 01, 2024 40,833.33 6,165,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Aug 01, 2024 40,833.33 6,125,000.00  Sep 03, 2024 40,833.33 6,084,166.67  Oct 01, 2024 40,833.33 6,043,333.33  Nov 01, 2024 40,833.33 6,002,500.00  Dec 02, 2024 40,833.33 5,961,666.67  Jan 02, 2025 40,833.33 5,920,833.33  Feb 03, 2025 40,833.33 5,880,000.00  Mar 03, 2025 40,833.33 5,839,166.67  Apr 01, 2025 40,833.33 5,798,333.33  May 01, 2025 40,833.33 5,757,500.00  Jun 02, 2025 40,833.33 5,716,666.67  Jul 01, 2025 40,833.33 5,675,833.33  Aug 01, 2025 40,833.33 5,635,000.00  Sep 02, 2025 40,833.33 5,594,166.67  Oct 01, 2025 40,833.33 5,553,333.33  Nov 03, 2025 40,833.33 5,512,500.00  Dec 01, 2025 40,833.33 5,471,666.67  Jan 02, 2026 40,833.33 5,430,833.33  Feb 02, 2026 40,833.33 5,390,000.00  Mar 02, 2026 40,833.33 5,349,166.67  Apr 01, 2026 40,833.33 5,308,333.33  May 01, 2026 40,833.33 5,267,500.00  Jun 01, 2026 40,833.33 5,226,666.67  Jul 01, 2026 40,833.33 5,185,833.33  Aug 03, 2026 40,833.33 5,145,000.00  Sep 01, 2026 40,833.33 5,104,166.67  Oct 01, 2026 40,833.33 5,063,333.33  Nov 02, 2026 40,833.33 5,022,500.00  Dec 01, 2026 40,833.33 4,981,666.67  Jan 04, 2027 40,833.33 4,940,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Feb 01, 2027 40,833.33 4,900,000.00  Mar 01, 2027 40,833.33 4,859,166.67  Apr 01, 2027 40,833.33 4,818,333.33  May 03, 2027 40,833.33 4,777,500.00  Jun 01, 2027 40,833.33 4,736,666.67  Jul 01, 2027 40,833.33 4,695,833.33  Aug 02, 2027 40,833.33 4,655,000.00  Sep 01, 2027 40,833.33 4,614,166.67  Oct 01, 2027 40,833.33 4,573,333.33  Nov 01, 2027 40,833.33 4,532,500.00  Dec 01, 2027 40,833.33 4,491,666.67  Jan 03, 2028 40,833.33 4,450,833.33  Feb 01, 2028 40,833.33 4,410,000.00  Mar 01, 2028 40,833.33 4,369,166.67  Apr 03, 2028 40,833.33 4,328,333.33  May 01, 2028 40,833.33 4,287,500.00  Jun 01, 2028 40,833.33 4,246,666.67  Jul 03, 2028 40,833.33 4,205,833.33  Aug 01, 2028 40,833.33 4,165,000.00  Sep 01, 2028 40,833.33 4,124,166.67  Oct 02, 2028 40,833.33 4,083,333.33  Nov 01, 2028 40,833.33 4,042,500.00  Dec 01, 2028 40,833.33 4,001,666.67  Jan 02, 2029 40,833.33 3,960,833.33  Feb 01, 2029 40,833.33 3,920,000.00  Mar 01, 2029 40,833.33 3,879,166.67  Apr 02, 2029 40,833.33 3,838,333.33  May 01, 2029 40,833.33 3,797,500.00  Jun 01, 2029 40,833.33 3,756,666.67  Jul 02, 2029 40,833.33 3,715,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Aug 01, 2029 40,833.33 3,675,000.00  Sep 04, 2029 40,833.33 3,634,166.67  Oct 01, 2029 40,833.33 3,593,333.33  Nov 01, 2029 40,833.33 3,552,500.00  Dec 03, 2029 40,833.33 3,511,666.67  Jan 02, 2030 40,833.33 3,470,833.33  Feb 01, 2030 40,833.33 3,430,000.00  Mar 01, 2030 40,833.33 3,389,166.67  Apr 01, 2030 40,833.33 3,348,333.33  May 01, 2030 40,833.33 3,307,500.00  Jun 03, 2030 40,833.33 3,266,666.67  Jul 01, 2030 40,833.33 3,225,833.33  Aug 01, 2030 40,833.33 3,185,000.00  Sep 03, 2030 40,833.33 3,144,166.67  Oct 01, 2030 40,833.33 3,103,333.33  Nov 01, 2030 40,833.33 3,062,500.00  Dec 02, 2030 40,833.33 3,021,666.67  Jan 02, 2031 40,833.33 2,980,833.33  Feb 03, 2031 40,833.33 2,940,000.00  Mar 03, 2031 40,833.33 2,899,166.67  Apr 01, 2031 40,833.33 2,858,333.33  May 01, 2031 40,833.33 2,817,500.00  Jun 02, 2031 40,833.33 2,776,666.67  Jul 01, 2031 40,833.33 2,735,833.33  Aug 01, 2031 40,833.33 2,695,000.00  Sep 02, 2031 40,833.33 2,654,166.67  Oct 01, 2031 40,833.33 2,613,333.33  Nov 03, 2031 40,833.33 2,572,500.00  Dec 01, 2031 40,833.33 2,531,666.67  Jan 02, 2032 40,833.33 2,490,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Feb 02, 2032 40,833.33 2,450,000.00  Mar 01, 2032 40,833.33 2,409,166.67  Apr 01, 2032 40,833.33 2,368,333.33  May 03, 2032 40,833.33 2,327,500.00  Jun 01, 2032 40,833.33 2,286,666.67  Jul 01, 2032 40,833.33 2,245,833.33  Aug 02, 2032 40,833.33 2,205,000.00  Sep 01, 2032 40,833.33 2,164,166.67  Oct 01, 2032 40,833.33 2,123,333.33  Nov 01, 2032 40,833.33 2,082,500.00  Dec 01, 2032 40,833.33 2,041,666.67  Jan 03, 2033 40,833.33 2,000,833.33  Feb 01, 2033 40,833.33 1,960,000.00  Mar 01, 2033 40,833.33 1,919,166.67  Apr 01, 2033 40,833.33 1,878,333.33  May 02, 2033 40,833.33 1,837,500.00  Jun 01, 2033 40,833.33 1,796,666.67  Jul 01, 2033 40,833.33 1,755,833.33  Aug 01, 2033 40,833.33 1,715,000.00  Sep 01, 2033 40,833.33 1,674,166.67  Oct 03, 2033 40,833.33 1,633,333.33  Nov 01, 2033 40,833.33 1,592,500.00  Dec 01, 2033 40,833.33 1,551,666.67  Jan 03, 2034 40,833.33 1,510,833.33  Feb 01, 2034 40,833.33 1,470,000.00  Mar 01, 2034 40,833.33 1,429,166.67  Apr 03, 2034 40,833.33 1,388,333.33  May 01, 2034 40,833.33 1,347,500.00  Jun 01, 2034 40,833.33 1,306,666.67  Jul 03, 2034 40,833.33 1,265,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Aug 01, 2034 40,833.33 1,225,000.00  Sep 01, 2034 40,833.33 1,184,166.67  Oct 02, 2034 40,833.33 1,143,333.33  Nov 01, 2034 40,833.33 1,102,500.00  Dec 01, 2034 40,833.33 1,061,666.67  Jan 02, 2035 40,833.33 1,020,833.33  Feb 01, 2035 40,833.33 980,000.00  Mar 01, 2035 40,833.33 939,166.67  Apr 02, 2035 40,833.33 898,333.33  May 01, 2035 40,833.33 857,500.00  Jun 01, 2035 40,833.33 816,666.67  Jul 02, 2035 40,833.33 775,833.33  Aug 01, 2035 40,833.33 735,000.00  Sep 04, 2035 40,833.33 694,166.67  Oct 01, 2035 40,833.33 653,333.33  Nov 01, 2035 40,833.33 612,500.00  Dec 03, 2035 40,833.33 571,666.67  Jan 02, 2036 40,833.33 530,833.33  Feb 01, 2036 40,833.33 490,000.00  Mar 03, 2036 40,833.33 449,166.67  Apr 01, 2036 40,833.33 408,333.33  May 01, 2036 40,833.33 367,500.00  Jun 02, 2036 40,833.33 326,666.67  Jul 01, 2036 40,833.33 285,833.33  Aug 01, 2036 40,833.33 245,000.00  Sep 02, 2036 40,833.33 204,166.67  Oct 01, 2036 40,833.33 163,333.33  Nov 03, 2036 40,833.33 122,500.00  Dec 01, 2036 40,833.33 81,666.67  Jan 02, 2037 40,833.33 40,833.33  





 






   45107621     Payment Due Date Principal Payment Due Remaining Principal  Outstanding  (following scheduled principal  payment)  Jan 28, 2037 40,833.33 0.00