EX-10.75



 Exhibit 10.75 

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 
 THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is dated as of the 29th day of March, 2013, by and among, Dover Saddlery, Inc., a Delaware corporation (“Dover
DE”), Dover Saddlery, Inc., a Massachusetts corporation, Smith Brothers, Inc., a Texas corporation, Dover Saddlery Retail, Inc., a Massachusetts corporation, and Dover Saddlery Direct, Inc., a Massachusetts corporation (hereinafter, each with
Dover DE, individually a “Borrower”, and collectively the “Borrowers”) and RBS Citizens, National Association, a national banking association, with a principal place of business at 875 Elm Street, Manchester, New Hampshire 03101
(hereinafter the “Lender”); 
 WHEREAS, Borrowers and Lender are parties to a Loan and Security Agreement dated
December 11, 2007 (as the same has been, is being, and may hereafter be amended, renewed, restated and/or replaced, the “Loan Agreement”) whereby, inter alia, the Borrowers may borrow from Lender up to Thirteen Million Dollars
($13,000,000.00) in the form of a revolving line of credit loan; and 
 WHEREAS, the parties wish to amend the Loan Agreement
to, inter alia, modify financial covenants, extend the maturity date of the revolving credit loan, add a term loan sublimit to the revolving line of credit and change the interest rate margins. 

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, the parties agree as follows:

  

	1.	DEFINITIONS. 

 Any
capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. 
  

	2.	AMENDMENTS. 

 2.1 The
following amendments will be made to Section 1 of the Loan Agreement, Definitions by amending the following definitions: 

a. The definition of Maturity Date is hereby amended and restated in its entirety to read as follows: 

““Maturity Date” means April 30, 2015” 
 b. The definition of Hedging Contract is replaced in its entirety with the following: 
 “ “Hedging Contract” means any and all rate swap transactions, foreign exchange transactions, credit derivative transactions and commodity transactions, including, but not limited to, basis
swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, whether with Lender or any affiliate
of Lender, now existing or hereafter arising. 







 2.2 Section 3.1. The second to last sentence of Section 3.1 is hereby
amended and restated in its entirety to read as follows: 
 “As used in this Section 3,
“Borrowers’ Availability” means an amount equal to the revolving line of credit approved by Lender, reduced by (a) the face amount of any Letters of Credit issued by the Lender and/or its Affiliates and (b) the amount
outstanding under the term sublimit described below. All advances made by Lender under the Revolving Credit Loan, shall be payable as provided in the Revolving Credit Note which is incorporated hereby by reference;” 

2.3 Add the following new Section 3.11: 
 “3.11 Term Sublimit. So long as no Event of Default has occurred hereunder or no event, but for the passage of time or giving of notice or both would constitute an Event of Default, Borrowers
may request to convert up to Eight Million Dollars ($8,000,000) of the revolving line of credit to fund up to one hundred percent (100%) of the cost of CAPEX. An initial conversion under the term sublimit in the amount of up to Two Million Five
Hundred Thousand Dollars ($2,500,000) shall be made on the date hereof. All future requests for conversions under the term sublimit shall be made on or before that day which is two (2) business days prior to December 31. In no event shall
the maximum funded amount under the term sublimit exceed Five Million Dollars ($5,000,000) during the calendar year of 2013 and Eight Million Dollars ($8,000,000) during the 2014 calendar year (each, as applicable, the Term Sub-limit Availability).
All amounts outstanding on the term sublimit will be subtracted from Borrowers’ Availability. Requests for conversions under the term sublimit shall be accompanied by a certification and breakdown of the CAPEX funded under the conversion. No
conversion shall exceed one hundred percent (100%) of the cost of the CAPEX. 
 (a) An account shall be
opened on the books of Lender (hereinafter the “Term Sub-limit Account”), in which account a record shall be kept of the conversions made by Lender to Borrowers under or pursuant to the Term Sub-limit, and all payments made by or on behalf
of Borrowers with respect to the Term Sub-limit. Borrowers hereby authorize Lender to debit account # 3310580964 monthly for all amounts due to Lender under the Term Sub-limit; 

(b) Lender may also keep a record (either in the Term Sub-limit Account or elsewhere, as Lender may from time to time
elect) of all interest, service charges, costs, expenses and other debits owed Lender on account of the Term Sub-limit contemplated hereby and of all credits against such amounts so owed; 

(c) All credits against Borrowers’ indebtedness indicated in the Term Sub-limit Account shall be conditional upon
final payment to Lender of the items giving rise to such credits. The amount of any item credited against the Term Sub-limit Account which is not so paid or which is charged back against Lender for any reason may be charged as a debit to the Term
Sub-limit Account, may be charged back against any deposit account maintained by Borrowers with Lender, and shall be an obligation, in each instance whether or not the item so charged back or not so paid is returned; and 







 (d) Any statement rendered by Lender to Borrowers shall be considered
correct and accepted by Borrowers, and shall be conclusively binding upon Borrowers unless Borrowers provide Lender written objection thereto within ninety (90) business days from the mailing of such statement, which written objection shall
indicate, with particularity, the reason for such objection; 
 (e) Borrowers shall have the option of entering
into Hedging Contracts for conversions made under the term sublimit.” 
 2.4 Schedule 6.11 (all real estate owned or leased
by Borrower) is replaced in its entirety with the Schedule 6.11 attached hereto. 
 2.5 Schedule 6.12 (all Proprietary Rights)
is hereby replaced in its entirety with the Schedule 6.12 attached hereto and Borrower hereby reaffirms and grants to Lender a security interest in all Proprietary Rights. 
 2.6 Section 7.9.1 Section 7.9.1 is replaced in its entirety with the following: 
 “7.9.1 maintain a ratio of Funded Debt to EBITDA of not more than the following, which shall be tested and measured quarterly on a trailing four (4) quarter basis: 

 

			            		            		            
	 	  	    2013    	  	    2014    	  	    2015    
	 March 31
	  	3.25	  	3.00	  	2.75
	 June 30
	  	3.00	  	2.75	  	2.50
	 September 30
	  	3.00	  	2.75	  	2.50
	 December 31
	  	3.00	  	2.75	  	2.50

 Commencing on December 31, 2015 and at each fiscal year end thereafter, each quarterly ratio shall
decrease by .25%.” 
 2.7 Section 7.9.3 Section 7.9.3 is hereby amended and restated in its entirety to
read as follows: 
 “7.9.3 maintain a Fixed Charge Coverage Ratio of not less than 1.20 to 1.00, which
shall be tested and measured quarterly on a trailing four (4) quarter basis. 
 For purposes of measuring
this ratio, (a) CAPEX internally funded shall only be included to the extent that such amount is either not converted to a term loan under the term sub-limit and/or exceeds the Term Sublimit Availability as defined in Section 3.11 above
and (b) all non-cash income and non-cash losses attributable to Hedging Contracts will be excluded from the calculation.” 
 2.8 Lender waives Borrower’s failure to comply with Section 8.13 in 2012. Borrower must comply with Section 8.13 going forward and agrees to use best efforts to obtain landlord waivers and
consents and applicable leases for all locations shown on Schedule 6.11 as well as the Littleton Warehouse. 








	3.	CONDITIONS TO AMENDMENT. 


This Amendment is subject to the condition (in addition to all requirements of the Loan Agreement and all other Loan Documents, as they
may be amended) that each of the following shall have been delivered or performed to the satisfaction of Lender: 
 3.1
Execution and/or delivery of this Amendment, an Amendment to the Revolving Credit Note and any other documents, consent or other matters required by Lender, including those contained on the Closing Agenda attached hereto as Schedule 3.1. 

3.2 Payment of an origination fee to Lender for the extension of the Revolving Line of Credit Loan in the amount of Thirteen Thousand
Dollars ($13,000.00) and a modification fee in the amount of $1,500.00. 
 3.3 Borrowers will pay all of Lender’s costs and
expenses incurred in preparation of this Amendment and the documents and instruments executed herewith. 
  

	4.	RATIFICATION. 

 In all
other respects, the Loan Agreement remains in full force and effect, and Borrowers agree to be bound thereby. Except as specifically amended herein, the terms and conditions of the Loan Agreement shall remain in full force and effect. Borrowers
confirm and agree that the amendments contained herein shall in no way be construed as an obligation on the part of Lender to further amend or extend the Loan Agreement or any other Loan Documents. This Amendment is not a novation. 

 

	5.	REAFFIRMATION. 


Borrowers reaffirm each and every representation and warranty made by them in the Loan Agreement. Borrowers and Lender hereby agree and
confirm that Borrowers have prior to this Amendment delivered to Lender the information and disclosures in accordance with the reporting requirements of the Loan Agreement. 

 

	6.	AUTHORITY. 

 Borrowers
warrant that it has full power and authority, and has taken all necessary corporate and other action and procured all necessary consents to execute and deliver this Amendment and perform its obligations hereunder. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on their behalf by the persons signing below who
are thereunto duly authorized, as of the day and year first above-written. 
 PAGE ENDS HERE; SIGNATURE PAGES FOLLOW 








							
		 		 	BORROWERS:
			
		 		 	 DOVER SADDLERY, INC.
 (a Delaware Corporation)

				
	 /s/ David R. Pearce
	 		 	By:	 	/s/
Stephen L. Day                                    

	Witness	 		 		 	Stephen L. Day
		 		 		 	Title: President and CEO
			
		 		 	 DOVER SADDLERY, INC.

(a Massachusetts Corporation)

				
	 /s/ David R. Pearce
	 		 	By:	 	/s/ Stephen L.
Day                                    
	Witness	 		 		 	Stephen L. Day
		 		 		 	Title: Chairman
			
		 		 	SMITH BROTHERS, INC.
				
	 /s/ David R. Pearce
	 		 	By:	 	/s/ Stephen L.
Day                                    
	Witness	 		 		 	Stephen L. Day
		 		 		 	Title: Chairman
			
		 		 	DOVER SADDLERY RETAIL, INC.
				
	 /s/ David R. Pearce
	 		 	By:	 	/s/ Stephen L.
Day                                    
	Witness	 		 		 	Stephen L. Day
		 		 		 	Title: Chairman









							
			
		 		 	DOVER SADDLERY DIRECT, INC.
				
	 /s/ David R. Pearce
	 		 	By:	 	/s/ Stephen L.
Day                                    
	Witness	 		 		 	Stephen L. Day
		 		 		 	Title: Chairman
			
		 		 	LENDER:
			
		 		 	RBS CITIZENS, NATIONAL ASSOCIATION
				
	  
	 		 	By:	 	/s/ Gary
Hatfield                                    
	Witness	 		 		 	Gary Hatfield
		 		 		 	Title:








 SCHEDULE 6.11 
 Locations of Collateral 
 595 Washington Street, Wellesley, Norfolk County, Massachusetts
02482 
 683 Yorklyn Road, Hockessin, New Castle County, Delaware 19707 
 16 Atkinson Depot Road, Plaistow, Rockingham County, New Hampshire 03865 
 1041 Maryland Route 3N,
Gambrills, Anne Arundel County, Maryland 21054 
 10 Fila Way, Sparks, Baltimore County, Maryland 21152 

43717 John Mosby Highway, Chantilly, Fairfax County, Virginia 20152 
 195 Seminole Court, Seminole Square, Charlottesville, Albemarle County, Virginia 22901 
 484 Maury
River Road, Lexington, Rockbridge County, Virginia 24450 
 7529 Campbell Road, Suite 306, Dallas County, Dallas, Texas 75248 

2541 White Mountain Highway, North Conway, Carroll County, New Hampshire 
 525 Great Road, Littleton, Massachusetts 01460 
 7833 I35, Denton, Denton County, Texas 76207

 3150 US Hwy 22, Suite #8, Somerset County, Branchburg, New Jersey 08876 
 670 North Main Street, Suite 112, Fulton County, Alpharetta, Georgia 30009 
 1340 B Ten Rod Road,
Washington County, North Kingstown, Rhode Island 02852 
 11120 South Twenty Mile Road, Douglas County, Parker, Colorado 80134 

300 Peterson Road, Hwy 137, Lake County, Libertyville, Illinois 60048 
 1438 Easton Road, Bucks County, Warrington, Pennsylvania 18976 
 306 Clydesdale Trail, Hennepin
County, Medina, Minnesota 55340 
 7920 Skyland Ridge Parkway, Wake County, Raleigh, North Carolina 27617 

90 W. Jericho Turnpike, Suffolk County, Huntington Station, New York 11746 







 SCHEDULE 6.12 
 Intellectual Property Schedule 
 Trademark Registrations 

 

													
	MARK	 	JURISDICTION	 	REGISTRATION	 	DATE OF
REG.	 	STATUS OF
RENEWAL FILINGS	 	NEXT RENEWAL
DATE	 	GOODS/SERVICES
							
	THE SOURCE	 	United States	 	2,661,925	 	12/17/02	 	 8&9
 accepted

6/29/2012
	 	8&9 Renewal Due 12/17/2022	 	 Retail store and mail

order services

							
	PROFESSIONAL HORSEMAN’S SUPPLY	 	United States	 	2,852,694	 	6/15/04	 	 8&15
 accepted

3/12/2010
	 	 8&9 Renewal
 Due
6/15/2014
	 	 Retail store services, mail

and internet order
 services

							
	RIDING SPORT	 	United States	 	3,008,491	 	10/25/05	 	 8&15
 accepted

8/24/2011
	 	 8&9 Renewal
 Due
10/25/2015
	 	Clothing
							
	OPEN RANGE	 	United States	 	3,169,751	 	11/7/06	 	 8&15
 accepted

3/22/2012
	 	 8&9 Renewal
 Due
11/7/2016
	 	Equestrian Products
							
	 DOVER
 SADDLERY
	 	United States	 	2,619,416	 	9/17/02	 	 8&15
 accepted

8/20/2008
	 	Allowed mark to go abandoned, registered new mark to include additional services	 	 Retail store featuring

equestrian related
 products

							
	 SMITH
 BROTHERS
	 	United States	 	3,312,648	 	10/16/07	 	N/A	 	 8&15
 Due
10/16/2013
	 	 Lariat ropes and piggin

strings

							
	SB SMITH BROTHERS	 	United States	 	3,246,536	 	5/29/07	 	N/A	 	 8&15

Due 5/29/13
	 	 Retail store featuring

equestrian related
 products

							
	 SMITH
 BROTHERS
	 	United States	 	3,246,525	 	5/29/07	 	N/A	 	 8&15
 Due
5/29/13
	 	 Retail store featuring

equestrian related
 products

							
	SB SMITH BROTHERS	 	United States	 	2,392,982	 	10/10/00	 	 8&9
 accepted

10/12/10
	 	 8&9

Due 10/10/2020
	 	 Horse related equipment
 and
supplies

							
	 DOVER
 SADDLERY
	 	Japan	 	5,037,161	 	3/10/07	 	N/A	 	3/30/2017	 	 Retail store featuring

equestrian related
 products

							
	 DOVER
 SADDLERY
	 	Europe	 	2,873,537	 	9/25/02	 	 Mark
 renewed

4/12/2012
	 	9/25/2022	 	 Retail store featuring

equestrian related

products










													
	MARK	 	JURISDICTION	 	REGISTRATION	 	DATE OF
REG.	 	STATUS OF
RENEWAL FILINGS	 	NEXT RENEWAL
DATE	 	GOODS/SERVICES
							
	RIDER’S INTERNATIONAL	 	United States	 	3,388,431	 	2/26/08	 	N/A	 	 8&15
 Due
2/26/2014
	 	 Equestrian products,
 namely,
saddles

							
	THE CIRCUIT	 	United States	 	3,434,919	 	5/27/08	 	N/A	 	 8&15
 Due
5/27/2014
	 	 Leather goods and

clothing

							
	RIDING SPORT	 	United States	 	3,582,163	 	3/3/09	 	N/A	 	 8&15
 Due
3/3/2015
	 	 Equestrian goods,
 namely,
breeches and
 clothing

							
	HORSEPHARM	 	United States	 	3,869,725	 	11/2/10	 	N/A	 	 8&15
 Due
11/2/16
	 	 Veterinary services,
 namely,
providing
 medication, drugs and

supplies via the internet,
 mail and in a
store

							
	 SERGEANT’S WESTERN

WORLD
	 	United States	 	3,597,037	 	3/31/09	 	N/A	 	 8&15
 Due
3/31/15
	 	Retail store services
							
	SILVER MESA	 	United States	 	1,868,292	 	12/20/94	 	 8&9
 accepted

2/16/06
	 	 8&9
 Due
12/20/2014
	 	Horse equipment
							
	DOVERX HORSEPHARM	 	United States	 	3,950,625	 	4/26/11	 	N/A	 	 8&15
 Due
4/26/2017
	 	 Retail veterinary
 pharmacy
services via the
 internet, mail and in store

							
	NORTH WIND	 	United States	 	4,117,809	 	3/27/12	 	N/A	 	 8&15
 Due
3/27/2018
	 	 Equestrian related goods,

namely, horse blankets

							
	HUNTFIELD’S	 	United States	 	4,128,132	 	4/17/12	 	N/A	 	 8&15
 Due
4/17/2018
	 	Boots
							
	 DOVER
 SADDLERY
	 	United States	 	4,300,686	 	3/12/13	 	N/A	 	 8&15
 Due
3/12/2019
	 	 Retail store featuring

equestrian equipment and
 related accessories;
mail
 order catalog services
 featuring
equestrian
 equipment and related

accessories; on-line retail
 store services
featuring
 equestrian equipment and

related accessories









 Trademark Applications 

 

											
	MARK	 	JURISDICTION	 	SERIAL NO.	 	FILING
DATE	 	STATUS	 	GOODS/ SERVICES
						
	HUNTFIELD’S	 	United States	 	85/490,235	 	12/8/11	 	 Verified Statement of
 Use Due
7/10/2013
	 	Breeches, sport shirts, coats, gloves, pants, tights, vests, hats, scarves, belts and ties

 Common Law Trademarks 
  

													
	MARK	 	JURISDICTION	 	REGISTRATION
/SERIAL NO.	 	DATE OF
REG.	 	STATUS OF
RENEWAL
FILINGS	 	NEXT
RENEWAL
DATE	 	GOODS/SERVICES
							
	DOVERX	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Retail veterinary pharmacy services, namely, providing medication, drugs and veterinary supplies via the internet, mail and in store
							
	MISCELLANEOUS DESIGN FOR ROPE CAN	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Rope can
							
	WELLINGTON	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, breastplates, bridles, reins, standing martingales, cheek pieces, and jumper breast girths
							
	SHOWMARK	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, bridles, nosebands, running martingales, reins, breastplates, brow bands, nose bands, cheek pieces
							
	MIDDLEBURG	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, leather lead shank, and leather halter
							
	WARENDORF	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, bridles, bridle parts, martingales, reins
							
	CIRCUIT	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, bridles, saddles, girths, leathers, reins, halters, martingales, breastplates









													
	MARK	 	JURISDICTION	 	REGISTRATION
/SERIAL NO.	 	DATE OF
REG.	 	STATUS OF
RENEWAL
FILINGS	 	NEXT
RENEWAL
DATE	 	GOODS/SERVICES
							
	CROWN	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Equestrian products, namely, bridles, leathers, reins, martingales and breastplates
							
	SUFFOLK	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	halters, bridles, leathers, reins, martingales and breastplates
							
	COOL BLAST	 	United States	 	N/A	 	N/A	 	N/A	 	N/A	 	Clothing, namely, shirts

 Copyright Registrations 
  

											
	MARK	 	JURISDICTION	 	REGISTRATION /
SERIAL NO.	 	 DATE OF
 REG.
	 	 CURRENT
 RENEWAL
 DATE
	 	GOODS
						
	Dover Saddlery 1998-1999 Catalog, The Source	 	United States	 	TX 5-123-079	 	January 3, 2000	 	n/a/	 	Dover Saddlery 1998-1999 Catalog, The Source
						
	Smith Brothers Catalog P62B-2004 Barrel Racer’s Edition	 	United States	 	TX-6 014-324	 	July 8, 2004	 	n/a	 	Smith Brothers Catalog – P62B-2004 Barrel Racer’s Edition
						
	Smith Brothers Catalog P62R-2004 Ropin Edition	 	United States	 	TX-6 014-325	 	July 8, 2004	 	n/a	 	Smith Brothers Catalog – P62R-2004 Ropin Edition
						
	Smith Brothers Catalog P62S-2004 Western Show Edition	 	United States	 	TX-6 010-183	 	July 7, 2004	 	n/a	 	Smith Brothers Catalog – P62S-2004 Western Show Edition
						
	Smith Brothers Catalog P62G-2004 Summer Sale	 	United States	 	TX 6 010-184	 	July 7, 2004	 	n/a	 	Smith Brothers Catalog – P62G – 2004 Summer Sale
						
	DOVER SADDLERY 2009-2010 ELITE DRESSAGE EDITION	 	United States	 	TX7-075-385	 	November 11, 2009	 	n/a	 	DOVER SADDLERY 2009-2010 ELITE DRESSAGE EDITION
						
	DOVER SADDLERY 2009-2010 ELITE HUNTER/JUMPER EDITION FIRST PRINTING	 	United States	 	TX7-076-792	 	November 11, 2009	 	n/a	 	DOVER SADDLERY 2009-2010 ELITE HUNTER/JUMPER EDITION FIRST PRINTING
						
	DOVER SADDLERY 2009-2010 ELITE HUNTER/JUMPER EDITION SECOND PRINTING	 	United States	 	TX7-073-491	 	November 11, 2009	 	n/a	 	DOVER SADDLERY 2009-2010 ELITE HUNTER/JUMPER EDITION SECOND PRINTING








 Inventions 
 Dover Saddlery, Inc. owns all rights to an invention entitled “STORE OPTIMIZATION MODEL” which may be patentable. 
 License Agreement 
 License Agreement by and between Saddlery, Inc.
and Weatherbeeta PTY LTD, an Australian Corporation, for the trademarks “Millers” and “Miller’s Harness” as follows: 
 U.S. Registration No. 1,087,381 
 U.S. Registration No. 1,608,811

 U.S. Registration No. 0,885,095 
 Canadian Registration No. 240,890 
 Mexican Registration No. 504,551

 Brazilian Registration No. 816641200 
 Brazilian Registration No. 816641196 
 Brazilian Registration
No. 817201564 (pending); and 
 Brazilian Registration No. 817201572