DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP 1345 AVENUE OF THE AMERICAS 46th FLOOR NEW YORK, NY 10105 TEL 212 798-6100 May 8, 2006 Board of Directors Marsh Supermarkets, Inc. 9800 Crosspoint Boulevard Indianapolis, Indiana 46256 Ladies and Gentlemen: On...Standstill Agreement • May 30th, 2006 • Marsh Supermarkets Inc • Retail-grocery stores
On behalf of our respective firms, Drawbridge Special Opportunities Advisors LLC ("Drawbridge") and Cardinal Paragon, Inc. ("Cardinal"), we request your consent, under the fifth paragraph of the letter agreement (the "Standstill Agreement") dated March 13, 2006, between Cardinal and Marsh Supermarkets, Inc. (the "Company"), to our again making the proposal to acquire the Company that we made in our letter dated April 27, 2006, to Don Marsh (our "Proposal").
