Exhibit 10.19
Dover Saddlery, Inc.
525 Great Road
Littleton, MA 01460
Dated as of: December 11, 2003
Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Re: Amendment to Loan Documents
Ladies and Gentlemen:
We refer to the Loan Agreement, dated as of September 17, 1998 (as amended,
the "Existing Agreement"), by and between Dover Saddlery, Inc., a Massachusetts
corporation, as Borrower (the "Borrower"), and Fleet National Bank (as
successor-in-interest to BankBoston, N.A.), as Lender (the "Lender"), as amended
and restated as of the date hereof by the Amended and Restated Loan Agreement
(the "Restatement"), by and between the Borrower and the Lender. In connection
with the Restatement, the Borrower and the Lender wish to amend certain of the
Loan Documents (as defined below).
Terms used in this letter of agreement (the "Amendment") which are not
defined herein, but which are defined in the Restatement, shall have the same
respective meanings herein as therein.
We have requested you to make certain amendments to the Security Agreement,
the Patent and Trademark Security Agreement, the Notice of Security Interests in
Copyrights, the Pledge Agreement, the Collateral Assignments, the Parent
Guaranty, the Parent Security Agreement, the Parent Pledge Agreement, the
Leasehold Mortgages, the Landlord Consent and Estoppel Certificates, the
Landlord Waivers, the Interest Rate Protection Agreement, the Assignment of
Interest Rate Protection Agreement, the Letters of Credit issued prior to the
date hereof, if any (and all letter of credit applications and agreements
executed and delivered in connection therewith, if any), the Smith Brothers
Guaranty and the Smith Brothers Security Agreement, together with the
Restatement, the Credit Note, any and all UCC-1 financing statements filed in
connection with the Existing Agreement and all other agreements and instruments
contemplated by the Restatement and all schedules, exhibits and annexes thereto,
as the same may from time to time be amended and in effect (the "Loan
Documents"). You have advised us that you are prepared and would be pleased to
make the amendments so requested by us on the condition that we join with you in
this Amendment.
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Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment, and fully intending to be
legally bound by this Amendment, we hereby agree with you as follows:
ARTICLE I
AMENDMENTS TO LOAN DOCUMENTS
Effective as of December 11, 2003 (the "Amendment Date"), the Loan
Documents are amended in each of the following respects:
(a) The term "Loan Documents" shall, wherever used in any of the Loan
Documents, be deemed to also mean and include this Amendment and the other
agreements and instruments referenced in the definition of "Loan Documents" as
defined herein.
(b) The terms "Loan Agreement" and "Agreement" shall, wherever used in any
of the Loan Documents, be deemed to be a reference to the "Restatement."
(c) The terms "Default" and "Event of Default" shall, wherever used in any
of the Loan Documents, be deemed to be a reference to the definitions of
"Default" and "Event of Default" as such terms are defined in the Restatement.
(d) The term "Obligations" shall, wherever used in any of the Loan
Documents, be deemed to be a reference to the definition of "Obligations" as
such term is defined in the Restatement.
(e) The terms "Bank," "Pledgee," "Secured Party" or "Lender" shall,
wherever used in any of the Loan Documents, be deemed to be a reference to the
definition of "Lender" as such term is defined in the Restatement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Each of the Borrower, the Parent and Smith Brothers, jointly and severally,
represents and warrants to you as follows:
(a) Representations. Each of the representations and warranties made to you
by the Borrower in the Restatement, by the Parent in the Parent Guaranty, the
Parent Security Agreement and the Parent Pledge Agreement, and by Smith Brothers
in the Smith Brothers Guaranty and the Smith Brothers Security Agreement,
respectively, was true, correct and complete when made and is true, correct and
complete on and as of the date hereof with the same full force and effect as if
each of such representations and
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warranties had been made by the Borrower, the Parent and Smith Brothers,
respectively, on the date hereof and in this Amendment.
(b) No Defaults or Events of Default. No Default or Event of Default exists
on the date of this Amendment (after giving effect to all of the arrangements
and transactions contemplated by this Amendment).
(c) Binding Effect of Documents. This Amendment has been duly executed and
delivered to you by the Borrower, the Parent and Smith Brothers and is in full
force and effect as of the date hereof, and the agreements and obligations of
the Borrower, the Parent and Smith Brothers contained herein constitute legal,
valid and binding obligations of the Borrower, the Parent and Smith Brothers,
respectively, enforceable against each such party in accordance with their
respective terms.
ARTICLE III
WAIVER
The Borrower and the Parent have advised the Lender that the Parent has
failed to comply with the covenant set forth in Section 11.7(c) of the Parent
Guaranty (the "Covenant Default"). The Covenant Default constitutes an Event of
Default under Section 6.1 (ii) of the Restatement. Subject to the execution and
delivery by the Borrower, the Parent and Smith Brothers of this Amendment and
the respective Loan Documents to which each entity is a party (and that are
being executed and delivered in connection herewith), and in reliance upon the
representations and warranties of the Borrower, the Parent and Smith Brothers,
as applicable, to the Bank set forth herein, the Bank hereby waives such
Covenant Default.
It is understood and agreed that the foregoing waiver is a one-time waiver
only and is limited solely to the foregoing Covenant Default, and does not
constitute a waiver of (i) any other breach of the Loan Agreement or (ii) any of
the Bank's rights and remedies with respect to other or subsequent defaults or
Events of Default.
ARTICLE IV
MISCELLANEOUS
This Amendment may be executed in any number of counterparts, each of which
when executed and delivered shall be deemed an original, but all of which
together shall constitute one instrument. In making proof of this Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto. Except to the extent specifically
amended and supplemented hereby, all of the
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terms, conditions and the provisions of the Restatement and each of the other
Loan Documents shall remain unmodified, and the Restatement and each of the
other Loan Documents, as amended and supplemented by this Amendment, are
confirmed as being in full force and effect.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment, and return such
counterpart to the undersigned, whereupon this Amendment, as so accepted by you,
shall become a binding agreement among you and the undersigned.
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Very truly yours,
DOVER SADDLERY, INC. (MA)
By: /s/ Stephen L. Day
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Title: its President
DOVER SADDLERY, INC. (DE)
By: /s/ Stephen L. Day
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Title: its President
SMITH BROTHERS, INC.
By: /s/ Illegible
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Title: it President
The foregoing Amendment is hereby accepted by the undersigned as of
December 11, 2003.
FLEET NATIONAL BANK,
as Lender
By: /s/ John Lynch
---------------------------------
Title: SENIOR VICE PRESIDENT
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AFFIRMATION OF GUARANTY
Reference is made to that certain guaranty of Dover Saddlery, Inc., a
Delaware corporation (the "Parent Guarantor"), made by the Parent Guarantor in
favor of Fleet National Bank (as successor-in-interest to BankBoston, N.A.) (the
"Lender") in connection with that certain Loan Agreement by and between Dover
Saddlery, Inc., a Massachusetts corporation (the "Borrower"), and the Lender,
dated as of September 17, 1998 (as amended, the "Loan Agreement"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such
terms in the Loan Agreement.
On the date hereof, the Borrower and the Lender are amending and restating
the Loan Agreement to, among other things, extend the maturity date and increase
the amount of credit available to the Borrower thereunder.
In connection therewith, and as partial consideration therefor, the Parent
Guarantor hereby (i) acknowledges and agrees to the terms of the Amended and
Restated Loan Agreement and (ii) absolutely and unconditionally reaffirms to the
Lender that the Parent Guaranty remains in full force and effect (and, without
limitation, extends to any and all obligations of the Borrower arising under the
Loan Agreement as so amended and restated).
DOVER SADDLERY, INC.
By: /s/ Stephen L. Day
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Name: Illegible
Title: President
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