0001157523-09-003949 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • May 15th, 2009 • Ingles Markets Inc • Retail-grocery stores • North Carolina

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 12, 2009, among INGLES MARKETS, INCORPORATED, a North Carolina corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BRANCH BANKING AND TRUST COMPANY, as Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2009 • Ingles Markets Inc • Retail-grocery stores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2009, by and among Ingles Markets, Incorporated, a North Carolina corporation (the “Company”), and Banc of America Securities LLC, Wachovia Capital Markets, LLC and BB&T Capital Markets, a division of Scott & Stringfellow, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8-7/8% Senior Notes due 2017 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

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