EX-10.17
Rocky Mountain Chocolate Factory, Inc.
RMC Credit Facility LLC
4100 MacArthur Blvd, Suite 100
Newport Beach, CA 92660
May 15, 2025
Rocky Mountain Chocolate Factory, Inc. 265 Turner Drive
Durango, CO 81303 Dear Jeff and Carrie:
We have learned of the following breach of the terms as of February 25, 2025 of the Credit Agreement dated September 20, 2025 between Rocky Mountain Chocolate Factory, Inc. and RMC Credit Facility LLC:
I) SECTION 4.9 (a): Total liabilities divided by Tangible Net Worth not greater than 2.0 to 1.0 at each fiscal quarter end, with "Total Liabilities" defined as the aggregate of current liabilities and non-current liabilities less subordinated debt, and with "Tangible Net Worth" defined as the aggregate of total stockholders equity plus subordinated debt less any intangible assets; notwithstanding any language in this agreement to the contrary, the Total liabilities divided by Tangible Net Worth Ratio shall be calculated using generally accepted accounting principles.
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