EXHIBIT 10.48
DOVER SADDLERY, INC.
525 Great Road
Littleton, MA 01460
Dated as of: March 29, 2007
Bank of America, N.A.
(successor by merger to Fleet National Bank)
100 Federal Street
Boston, Massachusetts 02110
Re: Third Amendment to Amended and Restated Loan Agreement
Ladies and Gentlemen:
We refer to the Amended and Restated Loan Agreement, dated as of
December 11, 2003 (as amended from time to time, the "Agreement"), between Dover
Saddlery, Inc. (the "Borrower") and Bank of America, N.A. (successor by merger
to Fleet National Bank) (the "Bank"). Upon the terms and subject to the
conditions contained in the Agreement, you agreed to make Revolving Loans to the
Borrower.
Terms used in this letter of agreement (the "Third Amendment") which
are not defined herein, but which are defined in the Agreement, shall have the
same respective meanings herein as therein.
We have requested that you make certain amendments to the Agreement.
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
Third Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Third Amendment, and fully intending
to be legally bound by this Third Amendment, we hereby agree with you as
follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
Effective as of March 29, 2007, the Agreement is amended in each of the
following respects:
(a) The terms "Loan Documents" and "Security Documents" shall, wherever
used in any of the Loan Documents or Security Documents, be deemed to also mean
and include this Third Amendment.
(b) The following new sentence is added at the end of the definition of
"Operating Cash Flow":
For the purposes of the foregoing clause (iii), it is agreed that the
amount of $900,000 shall be excluded from the computation of non-financed
Capital Expenditures for each of the fiscal quarters ending on March 31, 2007,
June 30, 2007 and September 30, 2007.
(c) The table set forth in Section 5.17 of the Agreement is amended to
read in its entirety as follows:
<Table>
<Caption>
PERIOD MAXIMUM RATIO
- ------ -------------
For the fiscal quarter ending on
March 31, 2007 4.00 to 1.0
For the fiscal quarter ending on
June 30, 2007 4.00 to 1.0
For the fiscal quarter ending on
September 30, 2007 4.00 to 1.0
For any fiscal quarter ending on
or after December 31, 2007 3.00 to 1.0
</Table>
(d) The table set forth in Section 5.18 of the Agreement is amended to
read in its entirety as follows:
<Table>
<Caption>
PERIOD MAXIMUM RATIO
- ------ -------------
For the fiscal quarter ending on
March 31, 2007 3.25 to 1.0
For the fiscal quarter ending on
June 30, 2007 3.25 to 1.0
For the fiscal quarter ending on
September 30, 2007 3.25 to 1.0
For the fiscal quarter ending on
December 31, 2007 2.50 to 1.0
For the fiscal quarter ending on
March 31, 2008 2.50 to 1.0
For any fiscal quarter ending on
or after June 30, 2008 2.00 to 1.0
</Table>
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(e) The table set forth in Section 5.19 of the Agreement is amended to
read in its entirety as follows:
<Table>
<Caption>
PERIOD MINIMUM
- ------ -------
For the fiscal quarter ending on
March 31, 2007 $3,500,000
For the fiscal quarter ending on
June 30, 2007 $3,750,000
For the fiscal quarter ending on
September 30, 2007 $3,750,000
For the fiscal quarter ending on
December 31, 2007 $4,500,000
For the fiscal quarter ending on
March 31, 2008 $4,500,000
For any fiscal quarter ending on
or after June 30, 2008 $5,000,000
</Table>
(f) Section 5.20 of the Agreement is amended to read in its entirety as
follows:
Operating Cash Flow to Total Debt Service. The Borrower will not permit
the ratio of (i) Operating Cash Flow to (ii) Total Debt Service in any fiscal
quarter identified below to be less than the amount specified below opposite
such period:
<Table>
<Caption>
PERIOD MINIMUM RATIO
- ------ -------------
For the fiscal quarter ending on
March 31, 2007 1.25 to 1.0
For the fiscal quarter ending on
June 30, 2007 1.05 to 1.0
For the fiscal quarter ending on
September 30, 2007 1.25 to 1.0
For any fiscal quarter ending on
or after December 31, 2007 1.50 to 1.0
</Table>
ARTICLE II
REPRESENTATIONS AND WARRANTIES
The Borrower hereby represents and warrants to you as follows:
(a) Representations in Agreement. Each of the representations and
warranties made by the Borrower to you in the Agreement was true, correct and
complete when made and is true, correct and complete in all material respects 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 on the date hereof and in this Third
Amendment (except to the extent such representations and warranties expressly
relate to an earlier date).
(b) No Defaults or Events of Default. No Default or Event of Default
exists on the date of this Third Amendment (after giving effect to all of the
arrangements and transactions contemplated by this Third Amendment).
(c) Binding Effect of Documents. This Third Amendment has been duly
executed and delivered to you by the Borrower and is in full force and effect as
of the date hereof, and the agreements and obligations of the Borrower contained
herein constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms.
ARTICLE III
WAIVER
The Borrower has informed the Bank that it has failed to comply with
the provisions of Sections 5.19 and 5.21 of the Agreement for the fiscal year
ending December 31, 2006, which such failures constitute separate Events of
Default thereunder. The Borrower has requested a waiver of such Events of
Default, and by its countersignature below, the Bank hereby waives such Events
of Default under Sections 5.19 and 5.21 of the Agreement insofar as (and only to
the extent that) such Events of Default relate to the fiscal year ending
December 31, 2006. This waiver is a one-time waiver only, and does not
constitute a waiver of (i) any other Default or Event of Default under the
Credit Agreement, whether existing prior to, on or arising after December 31,
2006, including without limitation, any breach arising after such date of the
same type or nature, or (ii) any of the Bank's rights or remedies with respect
to any such other or subsequent Defaults or Events of Default.
ARTICLE IV
PROVISIONS OF GENERAL APPLICATION
(a) No Other Changes. Except to the extent specifically amended and
supplemented hereby, all of the terms, conditions and the provisions of the
Agreement and each of the Loan Documents and Security Documents shall remain
unmodified, and the Agreement and each of the other Loan Documents and Security
Documents, as amended and supplemented by this Third Amendment, are confirmed as
being in full force and effect.
(b) Governing Law. This Third Amendment is intended to take effect as a
sealed instrument and shall be deemed to be a contract under the laws of the
Commonwealth of Massachusetts. This Third Amendment and the rights and
obligations
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of each of the parties hereto and thereto shall be governed by and interpreted
and determined in accordance with the laws of the Commonwealth of Massachusetts.
(c) Binding Effect; Assignment. This Third Amendment shall be binding
upon and inure to the benefit of each of the parties hereto and their respective
successors in title and assigns.
(d) Counterparts. This Third 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 Third Amendment, it shall not be necessary to produce or account
for more than one counterpart thereof signed by each of the parties hereto.
(e) Conflict with Other Agreements. If any of the terms of this Third
Amendment shall conflict in any respect with any of the terms of any of the
Agreement or any other Loan Document, the terms of this Third Amendment shall be
controlling.
(f) Conditions Precedent. This Third Amendment shall be effective as of
March __, 2007, but only if:
(i) the form of acceptance at the end of this Third Amendment shall
be signed by the Borrower and the Bank, and the Consent at the end of this Third
Amendment shall be signed by the Guarantors;
(ii) the Bank shall have received the amendment fee from the
Borrower in the amount of $20,000 (along with reimbursement of the Bank's
out-of-pocket expenses (including legal fees) in connection with the
transactions contemplated hereby);
(iii) the Bank shall have received satisfactory evidence of
appropriate corporate and, if necessary, shareholder approval of the proposed
transactions; and
(iv) the Bank shall have received originals or copies of each of
(x) the Patriot Capital waiver agreement and (y) the Patriot Capital amendment,
duly executed and delivered by the parties thereto, and each in form and
substance satisfactory to the Bank.
[Remainder of page intentionally left blank]
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If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Third Amendment and return such
counterpart to the undersigned, whereupon this Third Amendment, as so accepted
by you, shall become a binding agreement between you and the undersigned.
Very truly yours,
The Borrower:
DOVER SADDLERY, INC.
By: /s/ Stephen L. Day
------------------------------------
Title: President and CEO
The foregoing amendment is hereby accepted by the undersigned as of
March 29, 2007.
The Bank:
BANK OF AMERICA, N.A.
(successor by merger to Fleet National Bank)
By: /s/ John F. Lynch
------------------------------------
Title: Executive Vice President
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CONSENT OF GUARANTORS
Each of DOVER SADDLERY, INC., a Delaware corporation and SMITH
BROTHERS, INC. (collectively, the "Guarantors") has guaranteed the Obligations
of the Borrower under (and as defined in) the Agreement. By executing this
consent, each Guarantor hereby absolutely and unconditionally reaffirms to the
Bank that such Guarantor's Guaranty remains in full force and effect. In
addition, each Guarantor hereby acknowledges and agrees to the terms and
conditions of this Third Amendment, and of the Agreement and the other Loan
Documents as amended hereby (including, without limitation, the making of the
representations and warranties and the performance of the covenants applicable
to it herein or therein).
DOVER SADDLERY, INC.
By: /s/ Stephen L. Day
------------------------------------
Name: Stephen L. Day
Title: President
SMITH BROTHERS, INC.
By: /s/ Stephen L. Day
------------------------------------
Name: Stephen L. Day
Title: Director
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