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Renewal Promissory Note

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Title:

Renewal Promissory Note

Entities:

Date:

2003

Size:

Preview shows 4KB of 17KB total

Price:

$35

ID:

#875028

► Loans ► Promissory Notes ► Renewal Promissory Notes

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<SEQUENCE>5

<FILENAME>ex103-603.txt

<DESCRIPTION>RENEWAL PROMISSORY NOTE

<TEXT>





                          RENEWAL PROMISSORY NOTE



$10,131,984.85                                                 May 28, 2003

                                                           Orlando, Florida



     FOR VALUE RECEIVED, the undersigned, GALAXY NUTRITIONAL FOODS, INC., a

Delaware  corporation  authorized to do business in the  State  of  Florida

f/k/a  GALAXY FOODS COMPANY, a Delaware corporation ("Maker")  promises  to

pay  to  the  order of SOUTHTRUST BANK, (hereinafter called the "Bank"  or,

together with any other holder of this note, the "Holder") or order, at its

place of business at 420 North 20th Street, Birmingham, Alabama 35203 Attn:

Florida Commercial Banking (Orlando), or at such other place as the  Holder

of this Note may designate in writing, the principal sum of TEN MILLION ONE

HUNDRED  THIRTY-ONE  THOUSAND NINE HUNDRED EIGHTY-FOUR AND  85/100  DOLLARS

($10,131,984.85),  or  so much thereof as is from time  to  time  disbursed

pursuant  to  the Loan Agreement between Maker and Holder dated  March  10,

2000, as amended (the "Loan Agreement"), together with interest thereon  at

the  Interest  Rate, in lawful money of the United States, which  shall  be

legal  tender in payment of all debts and dues, public and private, at  the

time  of  said  payment, said principal and interest to be payable  as  set

forth below.



     1.      INTEREST RATE.



  a.     The Interest Rate shall be a floating rate calculated at an annual

rate equal to one percent (1.0%) per annum in excess of the SOUTHTRUST BANK

Base  Rate  of Interest in effect from time to time calculated on  a  daily

moving  basis  upon  the  principal  balance  hereof  from  time  to   time

outstanding, but in no event to exceed the maximum rate allowed by  Florida

Law,  as amended, or as preempted and prescribed from time to time  by  the

Laws  of  the  United States of America or any rule or  regulation  of  any

department or agency thereof.  The Base Rate of Interest of SOUTHTRUST BANK

shall be that rate of interest (but not necessarily the best or lowest rate

charged borrowing customers of SOUTHTRUST BANK) described by it as its Base

Rate of Interest, whether or not such rate shall be otherwise published, as

such  rate  shall  vary  from time to time, and each  adjustment  shall  be

effective on the day the change occurs.



  b.    Interest shall be calculated on the basis of a 360-day year, actual

days elapsed.



     2.     MATURITY DATE.  June 1, 2009.



     3.      PAYMENTS.   The Loan shall be repaid by monthly payments  each

composed  of  $75,000.00 principal, plus accrued interest at  the  Interest

Rate  beginning  on  July 1, 2003 and payable on  the  first  day  of  each

successive  month thereafter through and including June 1, 2004, thereafter

the  Loan  shall be repaid by monthly payments each composed of $110,000.00

principal, plus accrued interest at the Interest Rate beginning on July  1,

2004  and  payable  on  the first day of each successive  month  thereafter

through and including June 1, 2005, thereafter the Loan shall be repaid  by

monthly  payments  each  composed of $166,250.00  principal,  plus  accrued

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