NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT (this "Agreement") is entered into this
14th day of March, 2007 (the "Effective Date") by and between Xxxxxxxxx X.
XxXxxx, an individual ("Holder"), whose address is c/o Doctor's Associates,
Inc., 000 Xxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000, and Galaxy Nutritional Foods,
Inc., a Delaware corporation ("Maker") with an address at 0000 X.X. Xxx Xxxx.,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
RECITALS:
A. Maker is the maker under that certain promissory note, dated
July 19, 2006 ("Note") in the original principal amount of TWO MILLION SIX
HUNDRED EIGHTY FIVE THOUSAND ONE HUNDRED FOUR AND 17/100THS DOLLARS
($2,685,104.17), which Note is held by Holder.
B. The Note was issued pursuant to that certain Note Purchase
Agreement dated as of July 19, 2006 between the Holder and Maker (the "Note
Purchase Agreement").
C. The Note had an original Maturity Date of October 19, 2007.
D. Maker and Holder have agreed to modify the Maturity Date, as
more specifically provided for in this Agreement.
NOW THEREFORE, IN CONSIDERATION OF TEN DOLLARS ($10.00) and other good
and valuable considerations, the receipt, adequacy and sufficiency of which are
hereby acknowledged, Maker and Holder hereby agree as follows:
1. Recitals; Capitalized Terms. The foregoing Recitals are true and
correct and are incorporated herein by this reference, as if set forth in their
entirety. Any capitalized term not defined in this Agreement shall have the
meaning ascribed to it in the Note and/or the Note Purchase Agreement, as
applicable.
2. Extension of Maturity Date. The Maturity Date is hereby
modified to be October 19, 2008.
3. Estoppel.
(a) Balances under the Note. Maker and Holder agree that
the currentoutstanding principal balance due under the Note is $2,685,104.17 and
the accrued and unpaid interest on such amount as of January 31, 2007 is $
181,803.93.
(b) Ratification; No Claims; No Defaults. As of the
Effective Date of this Agreement, the Note and Note Purchase Agreement are each
ratified and confirmed as written, except as modified by this Agreement. Holder
acknowledges and agrees that no Default or Event of Default has occurred under
the Note or Note Purchase Agreement.
4. Cooperation. Maker and Holder agree from time to time, as may be
reasonably requested by the other, to execute and deliver such further
instruments and documents and do all matters and things which may be convenient
or necessary to more effectively and completely carry out the intention on the
Note and this Agreement.
5. Amendments. This Agreement, the Note Purchase Agreement, the
Note and any other loan documents may not be modified, amended, changed or
terminated orally, but only by an agreement in writing executed by Maker and
Holder.
IN WITNESS WHEREOF, Maker And Holder have each executed and delivered
this Agreement as of the Effective Date, first above written.
MAKER:
------
GALAXY NUTRITIONAL FOODS, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------
HOLDER:
-------
/s/ Xxxxxxxxx X. XxXxxx
------------------------------------
Xxxxxxxxx X. XxXxxx
