GALAXY LETTERHEAD
June 17, 2005
Textron Financial Corporation
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Ladies and Gentlemen:
Please refer to that certain Loan and Security Agreement dated as of
May 27, 2003, as amended by that certain First Amendment to Loan and Security
Agreement dated as of December 31, 2003, as further amended by that certain
Second Amendment to Loan and Security Agremeent dated as of June 25, 2004, as
further amended by that certain Third Amendment to Loan and Security Agreement
dated as of November 10, 2004 and as further amended by that certain Fourth
Amendment to Loan and Security Agreement dated as of June 3, 2005 (the "Fourth
Amendment") (as may be further amended, modified, or supplemented from time to
time, the "Loan Agreement") between you and Galaxy Nutritional Foods, Inc., a
Delaware corporation ("Borrower"). Capitalized terms used herein without
definitions shall have the meanings ascribed thereto in the Loan Agreement.
Pursuant to Section 9 of the Fourth Amendment, you have agreed to make
Overadvances (as defined in the Fourth Amendment) to Borrower in an amount not
to exceed $750,000 until July 31, 2005 (the "Termination Date"). Notwithstanding
the fact that the Termination Date has not been reached, the undersigned hereby
requests, effective immediately, to terminate its option to request
Overadvances.
By your signature below, you hereby acknowledge and agree that, as of
the date hereof, (i) you have no further obligation to make any Overadvance and
(ii) the unpaid principal balance of the Revolving Loan Advances shall bear
interest at the rate set forth in Section 1.3(a) of the Loan Agreement.
Textron Financial Corporation
June ___, 2005
Page 2
Sincerely,
GALAXY NUTRITIONAL FOODS, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer
ACCEPTED AND AGREED this
17th day of June, 2005:
TEXTRON FINANCIAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Account Executive
