exv10w58



 





Exhibit 10.58




BANK OF AMERICA, N.A.

100 Federal Street

Boston, Massachusetts 02110




As of November 9, 2007




Dover Saddlery, Inc.

525 Great Road

Littleton, MA 01460

Attention: Stephen L. Day, President




	 	 	 	 
	Re:  

	 	Waiver and Amendment to Loan Agreement

Dover Saddlery, Inc. Financing Arrangements	 
	 

	 	 	 





Dear Stephen:



     We
refer to the Amended and Restated Loan Agreement dated as of December 11, 2003 (as amended,
the “Loan Agreement”) between Dover Saddlery, Inc. and Bank of America, N.A. (successor by merger
to Fleet National Bank). Capitalized terms used and not defined herein shall have the meanings
ascribed to such terms in the Loan Agreement.



     You have
informed us that the Borrower has failed to comply with and observe the covenants
contained in Sections 5.17, 5.18, and 5.20 of the Loan Agreement with respect to its fiscal quarter
ended September 30, 2007, which such failure constitutes separate “Events of Default” under Section
6.1(ii)(x) of the Loan Agreement.



     You
have requested on behalf of the Borrower that the Bank waive the foregoing Events of
Default under the Loan Agreement and that the Bank agree to the amendment to the Loan Agreement
described below. Subject to the conditions specified below, this letter will confirm the
following:



     1. Amendment. The
definition of “Maturity Date” in section 1.1 of the Loan Agreement
is amended in its entirety to read as follows (and the third paragraph of the Amended and Restated
Revolving Credit Note is amended accordingly):




	 	 	“Maturity Date” means October 31, 2008.





 









 







     2. Waiver. The
Bank is willing to waive the breach by the Borrower of the covenants
contained in Sections 5.17, 5.18, and 5.20 of the Loan Agreement insofar as (and only to the
limited extent that) any such breach has occurred with respect to the fiscal quarter of the
Borrower ended September 30, 2007.



     The
effectiveness of the foregoing waiver and amendment are conditioned upon the following:
(i) the Borrower’s agreement (by countersigning this Amendment and Waiver) that it shall not enter
into any new store leases or lease commitments without the prior written consent of the Bank in its
sole discretion, (ii) the Borrower shall have paid the Bank a waiver fee in the amount of $10,000,
and (iii) the Bank’s receipt of signed commitment letters providing for the refinancing and
repayment in full of the Obligations and of the Patriot Capital Subordinated Debt, which are
confidential and shall not be disclosed to third parties except as required by law or any
governmental authority.



     The
waiver contained herein is a one-time waiver only, and does not constitute a waiver of (i)
any other breach of the Loan Agreement, whether existing prior to, on or arising after September
30, 2007 including without limitation, any breach arising after such date of the same type or
nature, or (ii) any of the Bank’s rights and remedies with respect to such other or subsequent
Defaults or Events of Default.



     The Borrower
hereby confirms, by its acceptance hereof, that the Loan Agreement remains in
full force and effect.



	 	 	 	 	 
	 	Very truly yours,



BANK OF AMERICA, N.A.

(successor by merger to Fleet National Bank)

 

 	 
	 	By:  	/s/ John F. Lynch
 	 
	 	 	Title:  Senior Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	ACCEPTED AND AGREED TO:





DOVER SADDLERY, INC.

(a Massachusetts corporation)

 

 	 	 
	By:  	/s/ Stephen L. Day
 	 	 
	 	Title:  President and CEO 	 	 
	 	 	 	 
	 



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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 Loan
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 Waiver
and Amendment.



	 	 	 	 	 
	 	DOVER SADDLERY, INC.

 	 
	 	By:  	/s/ Michael W. Bruns
 	 
	 	 	Title: Chief Financial Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	

SMITH BROTHERS, INC.

 	 
	 	By:  	/s/ Stephen L. Day
 	 
	 	 	Title:  Director 	 
	 	 	 	 
	 




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