<PAGE>

                                                                   Exhibit 10.13
                                 FIFTH AMENDMENT


         THIS FIFTH AMENDMENT ("Amendment") made as of this 29th day of
November, 2003 among GRISTEDE'S FOODS, INC., a Delaware corporation having its
principal place of business at 823 Eleventh Avenue, New York, New York 10019
(the "Borrower"), each of the Subsidiaries of the Borrower listed on Schedule 1
to the Agreement, as hereinafter defined (each individually, a "Guarantor" and
collectively, the "Guarantors") (the Borrower and the Guarantors, collectively,
the "Credit Parties"), CITIBANK, N.A., a national banking association, having an
office at 666 Fifth Avenue, New York, New York 10103 ("Citibank" or a "Bank"),
ISRAEL DISCOUNT BANK OF NEW YORK, a New York banking organization, having an
office at 511 Fifth Avenue, New York, New York 10017 ("Israel Discount" or a
"Bank"), BANK LEUMI USA, a New York trust company, having an office at 562 Fifth
Avenue, New York, New York 10036 ("Leumi" or a "Bank") ("Leumi" or a "Bank") and
CITIBANK, N.A., 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 31st day of October, 2001, which Loan Agreement has
heretofore been amended pursuant to that certain First Amendment dated as of
November 30, 2002, that certain Second Amendment dated as of March 1, 2003, that
certain Third Amendment dated as of August 30, 2003 and that certain Fourth
Amendment dated as of January 26, 2004 (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 extend the Revolving Credit Maturity Date to March 31, 2005; and

         WHEREAS, the Credit Parties have requested that the Agent and the Banks
agree to amend 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.
<PAGE>

         2. Representations and Warranties. As an inducement for the Agent and
the Banks to enter into this Amendment, the Credit Parties each represent and
warrant as follows:

                  A. That with respect to the Agreement and the Loan Documents
executed in connection therewith and herewith:

                           (i) There are no defenses or offsets to the
                  Borrower's or any Guarantor's obligations under the Agreement
                  as amended hereby, the Notes or any of the Loan Documents or
                  any other agreements in favor of the Bank referred to in the
                  Agreement, and if any such defenses or offsets exist without
                  the knowledge of the Borrower or any Guarantor, the same are
                  hereby waived.

                           (ii) All of the representations and warranties made
                  by the Borrower and any Guarantor in the Agreement as amended
                  hereby are true and correct in all material respects as if
                  made on the date hereof, except for those made with respect to
                  a particular date, which such representations and warranties
                  are restated as of the date of this Amendment to be true and
                  correct in all material respects as of such date; and provided
                  further that the representations and warranties set forth in
                  Section 4.01(f) of the Agreement shall relate to the
                  consolidated balance sheet of the Borrower and its
                  Consolidated Subsidiaries for the fiscal year ended December
                  1, 2002 and the interim financial statement for the quarterly
                  fiscal period ended August 31, 2003.

                           (iii) The outstanding aggregate principal balance of
                  the Revolving Credit Loans as evidenced by the Revolving
                  Credit Notes is $17,000,000.00 as of April 1, 2004 and
                  interest has been paid through April 1, 2004.

                           (iv) The outstanding aggregate principal balance of
                  the Term Loans as evidenced by the Term Loan Notes is
                  $10,116,666.00 as of April 1, 2004 and interest has been paid
                  through April 1, 2004.

         3. Amendments.

         (a) The definition of Revolving Credit Maturity Date is hereby amended
to read as follows:

         "Revolving Credit Maturity Date" means March 31, 2005.

         (b) Section 2.17(iii) of the Agreement is hereby deleted in its
entirety and replaced as follows:
<PAGE>

                  "(iii) Notwithstanding the foregoing, for the period beginning
                  on the date of the Third Amendment to the Agreement and ending
                  on the date of delivery by the Borrower to the Agent of its
                  financial statements for the fiscal quarter ending February
                  29, 2004 as required pursuant to Section 5.01(b)(i) hereof,
                  the Prime Applicable Margin shall be 1.50% and the LIBOR
                  Applicable Margin shall be 3.25%."

         (c) 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 the date it is required to be filed
                  with the Securities and Exchange Commission (April 6, 2004 in
                  the case of the fiscal year ending November 30, 2003), 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 Subsidiaries 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 Seidman, 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."

         (d) Section 5.01(b)(iii) of the Agreement is hereby deleted in its
entirety and replaced as follows:

                  "(iii) Consolidating Financial Statements. (1) As soon as
                  available and in any event within ninety (90) days after the
                  end of each fiscal year of the Borrower (April 9, 2004 in the
                  case of the fiscal year ending November 30, 2003) and within
                  sixty (60) days after the end of each of the first three
                  fiscal quarters of the Borrower, a copy of the consolidating
                  financial statements of the Borrower and its operating
                  Subsidiaries for such year or quarter, including balance
                  sheets with related statements of income and retained earnings
                  and statements of cash flows, all in reasonable detail and
                  setting forth in comparative form the figures for the previous
                  fiscal year or previous fiscal quarter, all such financial
                  statements to be prepared by management of the Borrower in
                  accordance with GAAP (subject to year end audit adjustments),
                  and (2) as soon as available and in any event within sixty
                  (60) days after the end of each fiscal quarter of the Borrower
                  (90 days in the case of the fourth fiscal quarter of each year
                  and April 9, 2004 in the case of the fiscal quarter ending
                  November 30, 2003), a copy of a financial schedule showing
                  EBITDA operating results by store location for such quarter,
                  prepared by management of the Borrower."
<PAGE>

         (e) Section 5.02(l) of the Agreement is hereby deleted in its entirety
and replaced as follows:

                  "Losses. Incur a net loss (i) in excess of $930,000.00 for the
                  fiscal year ending December 1, 2002, (ii) $11,600,000.00 loss
                  for the fiscal year ended November 30, 2003, or (iii) for any
                  fiscal year thereafter."

         (f) 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") plus Subordinated Debt of not less than the
                following, to be tested quarterly at the end of each fiscal
                quarter:

                Date/Fiscal Year Ending ("FYE")               Minimum TNW

                Quarter ended September 2, 2001               $20,000.000
                End of FYE 2001 and through the first
                three fiscal quarters of FYE 2002             $20,000,000
                End of FYE 2002 and through the first
                three fiscal quarters of FYE 2003             $22,000,000
                End of FYE 2003                               $22,950,000
             Each fiscal quarter and year thereafter          $24,500,000"

         (g) 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 of not greater than the following, to be
         tested quarterly at the end of each fiscal quarter:

         Date/Fiscal Year Ending                     Maximum Leverage Ratio

         Quarter ended September 2, 2001                      4.00 to 1.0
         End of FYE 2001 and through the first
         three fiscal quarters of FYE 2002                    3.75 to 1.0
         End of FYE 2002 and through the second
         fiscal quarter of FYE 2003                           4.50 to 1.0
         Third fiscal quarter
         of FYE 2003                                          4.25 to 1.0
         End of FYE 2003                                      4.60 to 1.0
         Each fiscal quarter and year thereafter              3.00 to 1.0"

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         (h) 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
         on a rolling four quarter basis at the end of each fiscal quarter:

         Date/Fiscal Year Ending                     Fixed Charge Coverage Ratio

         Quarter ended September 2, 2001                      1.05 to 1.0
         End of FYE 2001 and through the first
         three fiscal quarters of FYE 2002                    1.10 to 1.0
         End of FYE 2002 and through the Second
         fiscal quarter of FYE 2003                           1.10 to 1.0
         Third fiscal quarter
         of FYE 2003                                          1.15 to 1.0
         End of FYE 2003                                      1.15 to 1.0
         Each fiscal quarter and year thereafter              1.20 to 1.0"

         (i) 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 on a rolling four
         quarter basis at the end of each fiscal quarter:

         Date/Fiscal Year Ending                     Debt Service Ratio

         Quarter ended September 2, 2001                      1.15 to 1.0
         End of FYE 2001 and through the first
         three fiscal quarters of FYE 2002                    1.25 to 1.0
         End of FYE 2002 and through the first
         three fiscal quarters of FYE 2003                    1.30 to 1.0
         End of FYE 2003                                      1.45 to 1.0
         Each fiscal quarter and year thereafter              1.50 to 1.0"

         5. Effectiveness. This Amendment shall become effective upon the
receipt and satisfactory review by the Bank and its counsel of:

                  (a) This Amendment, duly executed by the Borrower and each
Guarantor; and
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                  (b) From the Borrower, an amendment fee of $13,666.67 for the
pro rata distribution to the Banks.

                  (c) Proof that the Borrower has received a total of
$22,008,258.00 in Subordinated Debt from United Acquisition Corp.

                  (d) From United Acquisition Corp. an amended and restated
Subordination Agreement in the amount of $22,008,258.00, which amended and
restated Subordination Agreement shall be satisfactory to the Agent and its
counsel in all respects.

                  (e) The Agent's counsel shall have been paid their fees and
disbursements in connection with this Amendment.

         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


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the year and date first above written.

CITIBANK, N.A., as Agent

By:
   -------------------------------
   Anthony V. Pantina
   Vice President

CITIBANK, N.A.

By:
   -------------------------------
   Anthony V. Pantina
   Vice President

ISRAEL DISCOUNT BANK OF NEW YORK

By:
   -------------------------------
   Name:
   Title:

By:
   -------------------------------
   Name:
   Title:

BANK LEUMI USA

By:
   -------------------------------
   Name:
   Title:

By:
   -------------------------------
   Name:
   Title:

GRISTEDE'S FOODS, INC.

By:
   -------------------------------
   John Catsimatidis
   Chief Executive Officer

CITY PRODUCE OPERATING CORP.

By:
   -------------------------------
   John Catsimatidis
   President

NAMDOR INC.

By:
   -------------------------------
   John Catsimatidis
   President

<PAGE>

GRISTEDE'S FOODS NY, INC.

By:
   -------------------------------
   John Catsimatidis
   Title:

GRISTEDE'S DELIVERY SERVICE INC.

By:
   -------------------------------
   John Catsimatidis
   Title: