Exhibit 4.1
000 Xxxx Xxxxxxx Xxxxx
[XXXXX FARGO LOGO] Xxxxxxx, Xx 00000
000 000-0000
Xxxxx Fargo Bank West, N.A.
Fourth Amendment to Credit Agreement
This Fourth Amendment to Credit Agreement (this "Agreement") is entered into as
of October 31, 2003, by and between Rocky Mountain Chocolate Factory, Inc.
("Borrower"), and Xxxxx Fargo Bank West, National Association ("Bank").
Bank has extended a loan to Borrower evidenced by that certain promissory note
dated July 31, 2003, in the amount of $2,500,000.00 ("Note"), along with related
loan documents executed in connection therewith or as security therefore (the
"Loan Documents"), including that certain Credit Agreement (the "Loan
Agreement") dated August 31, 2001.
Borrower and Bank desire to amend and supplement the Loan Agreement pursuant to
the terms hereof.
For good and valuable consideration, the receipt and sufficiency of which are
acknowledged by the undersigned parties, Bank and Borrower agree as follows:
1. The Loan Agreement is hereby amended and supplemented with the
following provisions and agreements:
- Bank approves the repurchase of company stock at no more than $20.00
per share for no more than $2,000,000. If the line of credit is used,
any outstanding balance will be termed out at renewal of the line of
credit.
2. Except as modified herein, the Loan Agreement, the Loan Documents, and
the Notes shall in all respects remain in full force and effect and are
ratified and confirmed in all respects. All liens and security
interests securing payment of the indebtedness evidenced by the Notes
and extensions and modifications thereof are hereby acknowledged,
ratified and confirmed as valid and enforceable, and shall continue in
full force and effect to secure the payment of the entire indebtedness
evidenced by the Notes and Loan Documents until such indebtedness
(including any future extensions, renewals and/or modifications) is
fully and finally paid. Likewise, any and all other liens, security
interests, rights, privileges, covenants, agreements, guaranties,
benefits, and other things of value heretofore conferred upon Bank
regarding payment of the Notes shall continue in full force and effect
to secure or guarantee payment of the Notes or to otherwise aid in its
enforcement until the entire indebtedness evidenced by the Notes and
Modification Agreement is fully and finally paid.
3. The terms and provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, legal
representatives, executors, administrators, successors and assigns.
4. To the extent allowed by law, the parties hereto agree to be bound by
the terms of the following notice:
NOTICE: This document and all other documents relating to these loans constitute
a written loan agreement which represents the final agreement between the
parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties relating to these loans.
EXECUTED this 20th day of November, 2003, to be EFFECTIVE as of the 31st day of
October.
Xxxxx Fargo Bank West, Rocky Mountain Chocolate Factory, Inc.
National Association
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxxxxx
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Xxxx Xxxxxxxxx-Xxxxx Xxxxx Xxxxxxxx, CFO, COO
Vice President
