UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2004
FOODARAMA SUPERMARKETS, INC.
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(Exact name of registrant as specified in charter)
New Jersey 1-5745-1 21-0717108
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Building 6, Suite 1, 922 Highway 33, Freehold, New Jersey 07728
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (732)462-4700
Item 8.01. Other Events
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As of October 21, 2004 the Third Amended and Restated Revolving
Credit and Term Loan Agreement (the "Credit Agreement") was amended
to allow Foodarama Supermarkets, Inc. (the "Company") to borrow under
the revolving credit facility, during the period beginning on October
21, 2004 and ending on January 15, 2005, up to $6,000,000 in excess
of the availability under the borrowing base limitation of 65% of
eligible inventory as long as a like amount of cash and cash
equivalents are on hand at store level or in transit to the Company's
banks. This provision will expire on January 15, 2005.
Additionally, the commitment of the Company's lenders under the
Credit Agreement's revolving credit facility (the "Total Revolving
Commitment") was increased to $41,000,000 for the period beginning on
October 21, 2004 and ending on January 15, 2005. At all other times
the Total Revolving Commitment will remain at $35,000,000.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. Description
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10.35 Amendment No.8 to the Third Amended and Restated
Revolving Credit and Term Loan Agreement dated as
of October 21, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FOODARAMA SUPERMARKETS, INC.
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(REGISTRANT)
By: /S/ Michael Shapiro
-------------------
Michael Shapiro
Senior Vice President
Chief Financial Officer
Date: October 21, 2004
EXHIBIT 10.35
AMENDMENT NO. 8
TO
THIRD AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT
THIS AMENDMENT NO. 8 (this "Amendment") is entered into as of October 21,
2004 by and among NEW LINDEN PRICE RITE, INC., a New Jersey corporation ("New
Linden"), FOODARAMA SUPERMARKETS, INC., a New Jersey corporation ("Parent" and,
together with New Linden, each a "Borrower" and collectively, the "Borrowers"),
the Guarantors signatory hereto, the lenders set forth on the signature pages
hereto (such lenders with their respective permitted successors and assigns,
each a "Lender" and collectively, the "Lenders") and GMAC COMMERCIAL FINANCE LLC
(successor by merger to GMAC Business Credit, LLC) as agent for Lenders (in such
capacity together with any successor thereto in such capacity, the "Agent").
BACKGROUND
Borrowers, Guarantors, Agent and Lenders are parties to a Third Amended
and Restated Revolving Credit and Term Loan Agreement dated as of September 26,
2002 (as amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement") pursuant to which Agent and Lenders provide
Borrowers with certain financial accommodations.
Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement, and Agent and Lenders are willing to do so on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have
the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 3 below, the Loan Agreement is hereby amended as
follows:
(a) Section I of the Loan Agreement is amended by adding the following defined
terms in their appropriate alphabetical order to provide as follows:
"Amendment No. 8" shall mean Amendment No. 8 to this Agreement
dated as of October 21, 2004 by and among the Borrowers,
Guarantors, Agent and Lenders.
"Amendment No. 8 Effective Date" shall mean October 21, 2004.
(b) Section I of the Loan Agreement is amended by amending the following defined
terms in their entirety to provide as follows:
"In-Transit Cash Borrowing Base Inclusion" shall mean an
amount equal to (a) during the period beginning on October 21,
2004 and ending on January 15, 2005, the lesser of (i)
$6,000,000 and (ii) Cash on Hand of Borrowers and (b) at all
other times, $0.
"Total Revolving Commitment" shall mean (a) during the period
beginning on October 21, 2004 and ending on January 15, 2005,
the lesser of (i) $41,000,000 and (ii) the sum of the Lenders'
Revolving Commitments and (b) at all other times, the lesser
of (i) $35,000,000 and (ii) the sum of the Lenders' Revolving
Commitments.
(c) For the period commencing October 21, 2004 and ending January 15, 2005, the
Revolving Commitment of each Lender as set forth on Schedule 2.01 of the Loan
Agreement shall be amended to be the Revolving Commitment set forth opposite the
name of such Lender on Exhibit A hereto. On and after January 16, 2005, Schedule
2.01 to the Loan Agreement shall read as set forth on Exhibit B hereto; provided
however, no Lender is obligated to advance any new money pursuant to their Term
Commitment or Capital Expenditure Facility Commitment on or after the date
hereof.
3. For the period commencing October 21, 2004 and ending January 15, 2005, each
of the Revolving Notes made payable to each of the Lenders shall be deemed
amended such that the dollar amount of each Lender's Revolving Note is increased
to such Lender's Revolving Commitment as set forth on Exhibit A hereto.
4. Conditions of Effectiveness. This Amendment shall become effective upon the
receipt by Agent and Lenders of (a) five (5) originals of this Amendment, duly
executed by each Borrower and consented to by each Guarantor, and (b) such other
certificates, instruments, documents, agreements and opinions of counsel as may
be required by Agent or its counsel, each of which shall be in form and
substance satisfactory to Agent and its counsel.
5. Representations and Warranties. Each Borrower and Guarantor hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby, constitute the
legal, valid and binding obligations of Borrowers and Guarantors and are
enforceable against Borrowers and Guarantors in accordance with their respective
terms.
(b) Upon the effectiveness of this Amendment, each Borrower and Guarantor hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.
(c) After giving effect to this Amendment, no Event of Default or Default has
occurred and is continuing or would exist.
(d) No Borrower or Guarantor has any defense, counterclaim or offset with
respect to the Loan Agreement.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Loan Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Agent or Lenders, or
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing Law. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns and shall be
governed by and construed in accordance with the laws of the State of New York.
8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. Counterparts; Facsimile. This Amendment may be executed by the parties hereto
in one or more counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
NEW LINDEN PRICE RITE, INC.,
as Borrower and as Guarantor
By:
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Name:
Title:
FOODARAMA SUPERMARKETS, INC.,
as Borrower and as Guarantor
By:
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Name:
Title:
GMAC COMMERCIAL FINANCE LLC
(successor by merger to GMAC Business
Credit, LLC), as Agent
By:
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Name: Thomas Maiale
Title: Director
GMAC COMMERCIAL FINANCE LLC
(successor by merger to GMAC Business
Credit, LLC), as Lender
By:
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Name: Thomas Maiale
Title: Director
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]
[CONTINUED SIGNATURES TO AMENDMENT NO. 8]
THE BANK OF NEW YORK,
as Lender
By:
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Name:
Title:
CITIZENS BUSINESS CREDIT COMPANY,
as Lender
By:
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Name:
Title:
NATIONAL CONSUMER COOPERATIVE BANK
(d/b/a National Cooperative Bank), as Lender
By:
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Name:
Title:
CONSENTED AND AGREED TO:
SHOP RITE OF READING, INC.,
as Guarantor
By:
-------------------------------------
Name:
Title:
SHOP RITE OF MALVERNE, INC.,
as Guarantor
By:
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Name:
Title:
EXHIBIT A
REVOLVING COMMITMENTS FROM AND AFTER OCTOBER 21, 2004
AND THROUGH AND INCLUDING JANUARY 15, 2005
GMAC Commercial Finance LLC: $16,656,250
National Consumer Cooperative Bank: $ 3,843,750
The Bank of New York: $10,250,000
Citizens Business Credit Company: $10,250,000
Exhibit B
SCHEDULE 2.01
COMMITMENTS
GMAC Commercial Finance LLC:
Revolving Commitment $14,218,750
Term Commitment $10,156,250
Capital Expenditure Facility Commitment $ 8,125,000
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Total: $32,500,000
40.625%
Address: 1290 Avenue of the Americas, 3rd Floor
New York, New York 10104
National Consumer Cooperative Bank
Revolving Commitment $3,281,250
Term Commitment $2,343,750
Capital Expenditure Facility Commitment $1,875,000
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Total: $7,500,000
9.375%
Address: 1725 Eye Street NW, Suite 600
Washington DC, 20006
The Bank of New York:
Revolving Commitment $8,750,000
Term Commitment $6,250,000
Capital Expenditure Facility Commitment $5,000,000
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Total: $20,000,000
25%
Address: 385 Rifle Camp Road, 4th Floor
West Patterson, New Jersey 07424
Citizens Business Credit Company:
Revolving Commitment $8,750,000
Term Commitment $6,250,000
Capital Expenditure Facility Commitment $5,000,000
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Total: $20,000,000
25%
Address: 350 Fifth Avenue, Suite 809
New York, New York 10118