EXHIBIT 10.53
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TEXTRON FINANCIAL
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Asset Based Lending Group
DAVID R. KNIGHT
Senior Account Executive
11575 Great Oaks Way Ste 210
Alpharetta, GA 30022-2426
(770) 360-1641 Tel
(770) 360-1672 Fax
dknight@textronfinancial.com
www.textronfinancial.com
August 13, 2003
Galaxy Nutritional Foods, Inc.
2441 Viscount Row
Orlando, FL 32809
Attn: Salvatore Furnari, CFC
Re: Waiver of Fixed Charge Coverage Ratio
Gentlemen:
We refer to the Loan and Security Agreement between Galaxy Nutritional
Foods, Inc. ("Borrower") and Textron Financial Corporation ("Lender"), dated as
of May 27, 2003 (the "Agreement"). All capitalized terms used in this letter
shall have the meanings assigned to them in the Agreement, unless otherwise
defined in this letter.
This letter confirms that Lender has waived the Fixed Charge Coverage Ratio
for the quarter ended June 30, 2003, and for the quarter ending September 30,
2003. This waiver is for each monthly period through September 2003. This letter
further confirms that Lender will review the Fixed Charge Coverage Ratio for the
quarter ending December 31, 2003, based on the terms of the Agreement.
This letter further confirms that from and after the date of this letter,
Lender will measure and test all of the financial covenants required of Borrower
under Section 7.6 of the Agreement on a quarterly rather than monthly basis.
This letter further confirms Borrower's understanding that Lender's
willingness to grant the aforementioned waivers shall not be deemed or construed
as a waiver of any terms, conditions or covenants of the Agreement or the other
loan documents other than the above-referenced covenants, and such waivers shall
apply only to the referenced periods. Furthermore, such waivers shall not be
deemed an agreement or promise to grant any future or additional waivers shall
be earned by Lender upon the execution of this letter by Borrower and payable by
Borrower to Lender on the date thereof.
If you have any questions, please feel free to call.
Very truly yours,
/s/ David R. Knight
David R. Knight
Senior Account Executive
Textron Financial is a subsidiary of Textron Inc.
ACKNOWLEDGED AND AGREED TO:
Galaxy Nutritional Foods, Inc.
By: /s/ Salvatore J. Furnari
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Print Name: Salvatore J. Furnari
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Print Title: Chief Financial Officer
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Textron Financial is a subsidiary of Textron Inc.