exv10w66






Exhibit 10.66




FIRST AMENDMENT TO REVOLVING CREDIT NOTE




     THIS
FIRST AMENDMENT TO REVOLVING CREDIT NOTE (the “Amendment”) is dated as of the _27___ day
of March, 2009, 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, Old Dominion Enterprises, Inc., a Virginia
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 entered into a Revolving Credit Note in favor of Lender dated December 11,
2007 (the “Note”) whereby, inter alia, the Borrowers borrowed from Lender up to Eighteen Million
Dollars ($18,000,000.00); and



     WHEREAS, the parties wish to amend the Loan Agreement to, inter alia, modify the so-called
margins and decrease the Principal Amount of the Note.



     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
Note.



2. AMENDMENTS.



     2.1 At the top of page 1, change “$18,000,000.00” to “$14,000,000.00, to be reduced to
$13,000,000.00 effective June 30, 2010”.



     2.2 The definition of “PRINCIPAL AMOUNT” on page 1 is hereby amended and restated in its
entirety to read as follows:



     “PRINCIPAL AMOUNT: Fourteen Million Dollars ($14,000,000.00); to be reduced, effective June
30, 2010, to Thirteen Million Dollars ($13,000,000.00)”.



     2.3 The definition of “LA Margin” is hereby amended and restated in its entirety to
read as follows:



     “LA Margin” means the percentage shown below in the right hand column, as applicable:



	 	 	 
	When Funded Debt to EBITDA is:	 	Spread %
	 
	 	 
	•     greater than 5.50:1.00


	 	plus     4.50%






 









 






	 	 	 
	 
	 	 
	•    less than or equal to 5.50:1.00
but greater than 5.00:1.00


	 	plus      4.00%
	 
	 	 
	•    less than or equal to 5.00:1.00
but greater than 4.50:1.00


	 	plus      3.50%
	 
	 	 
	•    less than or equal to 4.50:1.00
but greater than 4.00:1.00


	 	plus       3.20%
	 
	 	 
	•    less than or equal to 4.00:1.00
but greater than 3.00:1.00


	 	plus       2.95%
	 
	 	 
	•    less than or equal to 3.00:1


	 	plus       2.70%






     2.4 The definition of “LIBOR Rate Margin” is hereby amended and restated in its
entirety to read as follows:



     “LIBOR Rate Margin” means the percentage shown below in the right hand column, as
applicable:



	 	 	 
	When Funded Debt to EBITDA is:	 	Spread %
	 
	 	 
	•   greater than 5.50:1.00


	 	plus      4.50%
	 
	 	 
	•   less than or equal to 5.50:1.00
but greater than 5.00:1.00


	 	plus      4.00%
	 
	 	 
	•   less than or equal to 5.00:1.00
but greater than 4.50:1.00


	 	plus      3.50%
	 
	 	 
	•   less than or equal to 4.50:1.00
but greater than 4.00:1.00


	 	plus       3.20%
	 
	 	 
	•    less than or equal to 4.00:1.00
but greater than 3.00:1.00


	 	plus      2.95%
	 
	 	 
	•    less than or equal to 3.00:1


	 	plus      2.70%






     2.5 The definition of “Prime Rate Margin” is hereby amended and restated in its
entirety to read as follows:



     “Prime Rate Margin” means the percentage shown below in the right hand column, as
applicable:



	 	 	 
	When Funded Debt to EBITDA is:	 	Spread %
	 
	 	 
	•    greater than 5.50:1.00


	 	plus       2.50%
	 
	 	 
	•    less than or equal to 5.50:1.00
but greater than 5.00:1.00


	 	plus       2.00%
	 
	 	 
	•    less than or equal to 5.00:1.00
but greater than 4.50:1.00


	 	plus       1.50%
	 
	 	 
	•    less than or equal to 4.50:1.00
but greater than 4.00:1.00


	 	plus       1.25%
	 
	 	 
	•    less than or equal to 4.00:1.00
but greater than 3.00:1.00


	 	plus       1.00%
	 
	 	 
	•    less than or equal to 3.00:1


	 	plus       0.75%






 









 






     3. PAYMENTS TO REDUCE OUTSTANDING PRINCIPAL BALANCE,



     As of the date hereof Borrowers shall make any and all payments necessary to reduce the amount
outstanding pursuant to the Note to Fourteen Million Dollars ($14,000,000.00), and effective June
30, 2010 Borrowers shall make any and all payments necessary to reduce the amount outstanding on
the Loan to Thirteen Million Dollars ($13,000,000.00).



     4. FULL FORCE AND EFFECT.



     In all other respects and except as specifically amended hereby, the Note remains in full
force and effect and Borrowers agree to be bound thereby.



     5. NO FURTHER AMENDMENTS.



     Borrowers confirm and agree that the amendments contained herein shall in no way be construed
as an obligation on the part of Bank to further amend or extend the Note or any other Instrument.
This Amendment is not a novation.



     6. AUTHORITY.



     Borrowers warrant that they 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.



[PAGE ENDS HERE, SIGNATURE PAGE(S) TO FOLLOW]




 









 








     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.



	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 
	 	 	DOVER SADDLERY,
INC.

(a Delaware Corporation)
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	DOVER SADDLERY, INC.

(a Massachusetts Corporation)


	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	SMITH BROTHERS, INC.
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	DOVER SADDLERY RETAIL, INC.
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	OLD DOMINION ENTERPRISES, INC.
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	DOVER SADDLERY DIRECT, INC.
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:
	 	/s/ Stephen L. Day
	 

	 	 	 	 
	Witness

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	LENDER:
	 
	 	 	 	 
	 	 	RBS CITIZENS, NATIONAL ASSOCIATION
	 
	 	 	 	 
	/s/ Michael W. Bruns

	 	By:	 	 
	 

	 	 	 	 
	Witness

	 	 	 	Name:

Title: