Exhibit 10.20
EIGHTH AMENDMENT TO LOAN AGREEMENT
THIS EIGHTH AMENDMENT ("Amendment") made as of this 2nd day of December, 2000
among GRISTEDE'S FOODS, INC.(f/k/a Xxxxxxxx'x Xxxxx'x Inc.), a Delaware
corporation having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 (the "Borrower"), each of the Subsidiaries of the Borrower
listed on Schedule 1 annexed to the Agreement (as hereinafter defined)
(individually, a "Guarantor" and collectively, the "Guarantors") (the Borrower
and the Guarantors, collectively, the "Credit Parties"), EUROPEAN AMERICAN BANK,
a New York banking organization, having an office at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("EAB" or a "Bank"), ISRAEL DISCOUNT BANK OF NEW YORK, a
New York banking organization, having an office at 000 Xxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 ("Israel Discount" or a "Bank"), DIME SAVINGS BANK OF NEW YORK,
FSB, successor to Keybank National Association, a national banking association,
having an office at 0000 Xxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Dime" or a
"Bank") and BANK LEUMI USA, a New York trust company, having an office at 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Leumi" or a "Bank") and EUROPEAN
AMERICAN BANK, as agent for the Banks (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent have entered into a Loan
Agreement dated as of the 7th day of November, 1997, which Loan Agreement has
heretofore been amended pursuant to that certain First Amendment dated April 30,
1998, that certain Second Amendment dated as of August 29, 1998, that certain
Third Amendment dated as of November 28, 1998, that certain Fourth Amendment
dated as of February 27, 1999, that certain Fifth Amendment dated as of May 29,
1999, that certain Sixth Amendment dated as of November 27, 1999 and that
certain Seventh Amendment dated as of December 29, 2000 (as so amended, the
"Agreement"); and
WHEREAS, the Banks have made loans to the Borrower as evidenced by certain notes
of the Borrower and specifying interest to be paid thereon; and
WHEREAS, the Credit Parties have requested that the Agent and the Banks agree to
amend (i) the net loss covenant, and (ii) certain of the financial requirements
contained in the Agreement.
NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Agent and the Banks do hereby
agree as follows:
1. Defined Terms. As used in this Amendment, capitalized terms, unless otherwise
defined, shall have the meanings set forth in the Agreement.
2. Amendments. (a) Section 5.01(b)(i) of the Agreement is hereby deleted in its
entirety and replaced as follows:
"(i) Annual Financial Statements. As soon as available and in any event not
later than (i) in the case of the fiscal year ended November 28, 1999, June 16,
2000, (ii) in the case of the fiscal year ending December 3, 2000, March 30,
2001, and (iii) in the case of all subsequent fiscal years, the date it is
required to be filed with the Securities and Exchange Commission, a copy of Form
10-K for each fiscal year of the Borrower, including the audited consolidated
financial statements of the Borrower and its Consolidated Affiliates for such
year, including a balance sheet with a related statement of income and retained
earnings and statement of cash flows, all in reasonable detail and setting forth
in comparative form the figures for the previous fiscal year, together with an
unqualified opinion, prepared by BDO Xxxxxxx, LLP or such other independent
certified public accountants selected by the Borrower and reasonably
satisfactory to the Agent, all such financial statements to be prepared in
accordance with GAAP."
(b) Section 5.02(l) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"(l) Losses. Incur a net loss (i) for the fiscal year ending November 29, 1998
in excess of $330,000.00, or (ii) for the
fiscal year ending November 28, 1999 in excess of $2,900,000.00, (iii) for the
fiscal year ending December 3, 2000 in excess of $250,000.00, and (iv) for any
fiscal year thereafter."
(c) Section 5.03(a) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"(a) Minimum Consolidated Tangible Net Worth. The Borrower and Guarantors will
maintain at all times a Consolidated Tangible Net Worth ("TNW") of not less than
the following, to be tested quarterly:
Period Minimum TNW
Fiscal year ended $16,500,000.00
November 28, 1999
From November 29, 1999 until $16,500,000.00
March 4, 2001
From March 5, 2001 until $18,500,000.00
December 1, 2001
From December 2, 2001 and $20,500,000.00
thereafter"
(d) Section 5.03(c) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"(c) Leverage Ratio. The Borrower and the Guarantors will at all times maintain
a Leverage Ratio, to be tested quarterly, of not greater than the following:
Period Minimum Leverage Ratio
Fiscal Year ended
November 28, 1999 3.60 to 1.00
From November 29, 1999 until 4.50 to 1.00
March 4, 2001
From March 5, 2001 until 2.55 to 1.00
December 1, 2001
From December 2, 2001 and 2.25 to 1.00
thereafter"
(e) Section 5.03(d) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"(d) Funded Debt to EBITDA Ratio. The Borrower and Guarantors will maintain at
all times on a consolidated basis, a Funded Debt to EBITDA Ratio, to be tested
quarterly, of not greater than the following:
Period Funded Debt to
EBITDA Ratio
Fiscal Year ended 4.80 to 1.00
November 28, 1999
From November 29, 1999 until 4.80 to 1.00
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March 4, 2001
From March 5, 2001 until 3.60 to 1.00
December 1, 2001
From December 2, 2001 and 2.00 to 1.00"
thereafter
(f) Section 5.03(e) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"Fixed Charge Coverage Ratio. The Borrower and Guarantors will maintain at all
times, on a consolidated basis, a minimum Fixed Charge Coverage Ratio of not
less than the following, such ratio to be tested quarterly:
Period Fixed Charge
Coverage Ratio
Fiscal Year ended 1.10 to 1.00
November 27, 1999
From November 28, 1999 until 1.10 to 1.00
March 4, 2001
From March 5, 2001 until 1.40 to 1.00
December 1, 2001
From December 2, 2001 and 1.50 to 1.00
thereafter"
(g) Section 5.03(f) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"(f) Debt Service Ratio. The Borrower and Guarantors will maintain at all times,
on a consolidated basis, a minimum Debt Service Ratio of not less the following,
such ratio to be tested quarterly:
Period Debt Service Ratio
Fiscal year ended 1.30 to 1.00
November 28, 1999
From November 29, 1999 until 1.30 to 1.00
March 4, 2001
From March 5, 2001 until 2.65 to 1.00
December 1, 2001
From December 2, 2001 and 2.75 to 1.00
thereafter"
(h) Section 5.03(g) of the Agreement is hereby deleted in its entirety and
replaced as follows:
"Minimum EBITDA. The Borrower and the Guarantors shall have minimum EBITDA of
not less than the following:
Period Minimum EBITDA
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Fiscal year ended
November 28, 1999 $ 7,500,000.00
Fiscal year ended
December 3, 2000 $10,700,000.00
Each fiscal year
thereafter $10,000,000.00"
5. Effectiveness. This Amendment shall become effective upon:
(i) the receipt and satisfactory review by the Bank and its counsel of this
Amendment, duly executed by the Borrower and each Guarantor; and
(ii) The Agent shall have received, for pro rata distribution to the Banks, an
amendment fee in the amount of $40,000.00.
6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
7. Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
8. Ratification. Except as hereby amended, the Agreement and all other Loan
Documents executed in connection therewith shall remain in full force and effect
in accordance with their originally stated terms and conditions. The Agreement
and all other Loan Documents executed in connection therewith, as amended
hereby, are in all respects ratified and confirmed.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
year and date first above written.
EUROPEAN AMERICAN BANK, as Agent
By:________________________________
Xxxxxx X. Xxxxxxxx
Vice President
EUROPEAN AMERICAN BANK
By:________________________________
Xxxxxx X. Xxxxxxxx
Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
THE DIME SAVINGS BANK OF NEW YORK, FSB
By:________________________________
Name:
Title:
BANK LEUMI USA
By:________________________________
Name:
Title:
By:________________________________
Name:
Title:
GRISTEDE'S FOODS, INC.
By:________________________________
Xxxx Xxxxxxxxxxxx
Chief Executive Officer
CITY PRODUCE OPERATING CORP.
By:________________________________
Xxxx Xxxxxxxxxxxx
President
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NAMDOR INC.
By:________________________________
Xxxx Xxxxxxxxxxxx
President
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