Covenant Waiver Letter between SouthTrust Bank and Galaxy Nutritional Foods, Inc. (February 13, 2003)

Summary

SouthTrust Bank has agreed to temporarily waive certain financial covenants for Galaxy Nutritional Foods, Inc. until April 1, 2004. The covenants being waived are the Minimum Net Worth Floor, Maximum Debt/Tangible Net Worth, and Maximum Funded Debt/EBITDA requirements. All other terms and financial covenants of the existing agreement remain unchanged. Galaxy Nutritional Foods, Inc. must pay a $10,000 fee for this waiver upon receipt of the letter.

EX-10.27 5 ex1027-203.txt WARRANT LETTER FROM SOUTHTRUST BANK Chris New February 13, 2003 Chief Executive Officer Galaxy Nutritional Foods, Inc. 2441 Viscount Row Orlando, Florida 32809 Re: Minimum Net Worth Floor Covenant Maximum Debt/Tangible Net Worth Covenant Maximum Funded Debt/EBITDA Covenant Dear Mr. New: SouthTrust Bank has agreed to waive the following covenants, through April 1, 2004, of Galaxy Nutritional Foods, Inc. as follows: Minimum Net Worth Floor Covenant Maximum Debt/Tangible Net Worth Covenant Maximum Funded Debt/EBITDA Covenant All other terms and conditions, including all financial covenants, remain in effect and have not been waived, modified, amended or rescinded. A $10,000 covenant waiver fee is required to waive the covenants listed above and is payable upon receipt of this letter. Please call me with any questions regarding this waiver. Sincerely, /s/ Todd H. Banes Todd H. Banes