EX-10.59






Exhibit 10.59




LOAN AND SECURITY AGREEMENT




LOAN AND SECURITY AGREEMENT (the “Agreement”) dated this      day of December, 2007, 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 wish to borrow from Lender the aggregate amount of up to Eighteen Million
Dollars ($18,000,000.00) on the terms and conditions referred to more particularly herein;



WHEREAS, Lender has requested security for such loan in the form of, inter
alia, Uniform Commercial Code security interests in the Borrowers’ assets; and,



WHEREAS, the parties wish to provide in further detail herein the terms on which the loans to
be made hereunder will be administered, and for certain restrictions upon Borrowers while any
portion thereof remains unpaid.



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



1. DEFINITIONS.



For purposes of this Agreement:



“Affiliate” means, as applied to any Person, a spouse or relative of such Person, any
shareholder, member, director, partner or officer of such Person, any corporation, partnership,
limited liability company, trust, association, firm or other entity of which such Person is a
shareholder, member, director, partner, officer, trustee or beneficiary, and any other Person
directly or indirectly controlling, controlled by or under direct or indirect common control with
such Person;



“Borrowers’ Availability” shall have the meaning set forth in Section 3.1;



“Business Day” means, any day which is neither a Saturday nor Sunday nor a legal holiday on
which commercial banks are authorized or required to be closed in Manchester, New Hampshire;



“CAPEX” means the amount of any expenditures for fixed assets, computer software, leasehold
improvements, capital leases under generally accepted accounting principals consistently applied,
installment purchases of machinery and equipment, acquisitions of real estate, expenditures in any
construction in progress and other similar expenditures which are required to be capitalized in
accordance with generally accepted accounting principles consistently applied;



“Capital Securities” means as to any Person that is a corporation, the authorized shares
of such Person’s capital stock, including all classes of common, preferred, voting and
nonvoting capital stock, and, as to partnership, limited liability company or other
non-corporate entity, ownership interests in such Person, including, without limitation, the
right to share in profits and losses, the right to receive distributions of cash and property,
and the right to receive allocations of items of income, gain, loss, deduction and credit and
similar items from such Person, whether or not such interests include voting or similar rights
entitling the holder thereof to exercise control over such Person;



“Change of Control” means the acquisition of voting control or direction of over 50% or
more of a Person’s outstanding common stock or sale of all or substantially all of the assets
of a Person in one or more related transactions;



“Collateral” means all personal property of Borrowers, of every kind and nature, tangible and
intangible, wherever located, and now owned or hereafter acquired, including without limitation all
Goods (including Inventory, Equipment and any Accessions thereto), Instruments (including
promissory notes), Documents, Accounts, Chattel Paper (whether Tangible Chattel Paper or Electronic
Chattel Paper, and including rental agreements), Fixtures, Deposit Accounts (other than payroll
accounts), Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing),
Commercial Tort Claims, Securities and all other Investment Property, Supporting Obligations, any
other contract rights or rights to the payment of money, all sums payable under any policy of
insurance (including without limitation, any return for premiums), tort claims, and all General
Intangibles (including all Payment Intangibles, choses in action, all now owned and hereafter
acquired franchises, licenses, permits, patents, patent applications, trademarks, trade names and
copyrights, and all rights thereunder and registrations thereof), all books, records, customer
lists, internet files, ledger sheets, ledgers, files, orders, invoices and shipping receipts
(including, without limitation, computer programs, data bases, tapes and related electronic data
processing software) relating to all of the foregoing, and, to the extent not listed above as
original collateral, the proceeds and products of the foregoing. Capitalized terms set forth above
shall have the meaning given that terms as set forth and defined under the Uniform Commercial Code
Adopted in New Hampshire (the “UCC”);



“Common Stock” shall have the meaning set forth in Section 6.15;



“Convertible Securities” means securities or obligations that are exercisable for,
convertible into, or exchangeable for shares of Common Stock and any options, warrants or other
rights to subscribe for or purchase Common Stock or to subscribe for or purchase other Capital
Securities or obligations that are, directly or indirectly, convertible into or exchangeable
for Common Stock;



“Costs of Collection” means all reasonable attorneys’ fees, and out-of-pocket expenses
incurred by Lender which are directly or indirectly related to Lender’s efforts to collect any of
the Obligations and/or to enforce any of its rights, remedies, or powers against or in respect of
Borrowers, whether or not suit is instituted in connection with such efforts. The Costs of
Collection shall be added to the Obligations, as if such were lent, advanced and credited by Lender
to Borrowers, or for the benefit of Borrowers, and until paid shall bear interest at the Default
Interest Rate defined in the Note;



“Current Assets” means, for any period, all assets of Borrowers, which may be properly
classified as current assets in accordance with generally accepted accounting principles on a
consolidated basis, including prepaid expenses, cash on hand, accounts receivable, inventory,
current income tax receivables and prepaid catalog expenses, provided that Current Assets
shall exclude amounts due to such Person from an Affiliate of such Person;



“Current Liabilities” means, for any period, all liabilities of Borrowers, which may be
properly classified as current liabilities in accordance with generally accepted accounting
principles on a consolidated basis, including, without limitation, the current portion of any
capital lease obligations, accounts payable, accrued expenses, income tax payables the current
portion of deferred federal income tax payable, all regularly scheduled amounts due from such
Person to an Affiliate of such Person within twelve (12) months, and for purposes of covenant
calculations all amounts outstanding on the Note, and not previously included (whether or not due
within twelve (12) months);



“Current Portion of Long Term Debt” means, with respect to any Borrower, for any period, all
principal obligations of such Borrower for borrowed money (including, but not limited to, any
amounts due with respect to capitalized lease obligations, scheduled payments required by Lender on
the Obligations and payments allowed by Lender on the Subordinated Debt (if any)), all cash
interest payments, all cash income taxes and unfinanced CAPEX expenses, all of which by the terms
thereof required repayment within the immediately preceding twelve (12) month period;



“EBITDA” means earnings before interest, taxes, depreciation and amortization calculated in
accordance with generally accepted accounting principles, consistently applied, provided, however
for the period ending December 31, 2007, adding back to EBITDA the $700,000 expense recognized
pursuant to the settlement of the so-called “GAH litigation”;



“Environmental Laws” shall have the meaning set forth in Section 8.10.



“Event of Default” shall have the meaning set forth in Section 10;



“Fixed Charge Coverage Ratio” means the ratio of EBITDA to the Current Portion of Long Term
Debt;



“Funded Debt” means with respect to any Person, the following types of Indebtedness of such
Person, determined in accordance with generally accepted accounting principles consistently
applied: (i) all indebtedness of such Person for borrowed money (other than current trade
liabilities or accounts payable incurred in the ordinary course of business and payable in
accordance with customary practices); (ii) any other Indebtedness which is evidenced by a note,
bond, debenture or similar instrument, including but not limited to, the Obligations and the
Subordinated Debt; (iii) all capital lease obligations of such Person; (iv) all obligations of such
Person with respect to outstanding letters of credit, acceptances and similar obligations created
for the account of such Person; and (v) all liabilities secured by any lien on any property owned
by such Person, even though such Person has not assumed or otherwise become liable for the payment
thereof;



“Hedging Contract(s)” means interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements, or any other agreements or arrangements entered into between the
Borrowers and the Lender and designed to protect the Borrowers against fluctuations in interest
rates or currency exchange rates.



“Indebtedness” is defined as all obligations which should, in accordance with generally
accepted accounting principles consistently applied, be classified upon a Borrower’s balance sheet
as liabilities, together with, to the extent not so included: (i) liabilities secured by any
mortgage on property owned or acquired subject to such mortgage, whether or not the liability
secured thereby shall have been assumed, (ii) all guaranties, endorsements and other contingent
obligations in respect of Indebtedness of others, whether or not the same are or should be so
reflected in said balance sheet, except guaranties by endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of business, and (iii) the
present value of any lease payments due under leases required to be capitalized in accordance with
applicable Statements of Financial Accounting Standards, determined in accordance with applicable
Statements of Financial Accounting Standards;



“Issued Shares” shall have the meaning set forth in Section 6.15;



“Letter of Credit” and “Letters of Credit” shall have the meaning set forth in Section 3.9;



“Loan Documents” refers to this Loan and Security Agreement, the Note, the documents,
certificates and filings evidencing the liens granted herein, and all other instruments, the
documents or writings executed or delivered (or to be executed or delivered) by Borrowers to Lender
in connection with this transaction, as the same may be amended from time to time;



“Loan” means the line of credit loan defined in Section 3.1;



“Material” or “Material Adverse Effect” means that which is or is likely in the reasonable
opinion of Lender to adversely affect (i) the ability of a Borrower to perform its obligations
under any Loan Document or any agreement or document evidencing the Indebtedness of such Borrower,
or (ii) the business, assets or financial condition of such Borrower;



“Maturity Date” means January 31, 2011;



“Note” means collectively the Revolving Credit Note from Borrowers to Lender, of even date
hereof, in the principal amount of up to Eighteen Million Dollars ($18,000,000.00);



“Obligation” and “Obligations” means, any and all Indebtedness, liabilities, leases, debts and
obligations of a Borrower to Lender whether incurred by such Borrower as maker, guarantor or other
surety, whether or not any of such are liquidated, unliquidated, secured, unsecured, direct,
indirect, absolute, contingent, or of any other type, nature or description, or by reason of any
cause of action which Lender may hold against such Borrower. “Obligations” includes, without
limitation, each obligation to repay the Loan and all loans, advances, indebtedness, notes,
obligations and amounts now or hereafter at any time owing by Borrowers to Lender under the Loan
Documents or pursuant to the Note;



“Person” refers to any individual, partnership, limited liability company, joint venture,
corporation, limited partnership, a trust, an unincorporated organization or a government or any
department or agency thereof;



“Plan” shall have the meaning set forth in Section 6.13;



“Proprietary Rights” means all patents, trademarks, trade names, service marks, copy rights,
inventions, production methods, licenses, formulas, know-how, and trade secrets, regardless of
whether such are registered with any governmental agency, including applications thereror;



“Receivable Collateral” refers to that portion of the Collateral which consists of Borrowers’
Accounts and Accounts Receivable, Chattel Paper, Instruments, Documents of Title, Documents and
Securities and their products and proceeds;



“Senior Funded Debt” means the Obligations, including, but not limited to: (i) the Loan; (ii)
all obligations of Borrowers to Lender in respect of outstanding letters of credit, acceptances and
similar obligations created for the account of Borrowers; (iii) all capital lease obligations of
Borrowers to Lender; and (iv) any other indebtedness which is evidenced by a note, bond, debenture
or similar instrument from Borrowers to Lender; and



“Subordinated Debt” means any debt subordinated to the Obligations in a form and manner
acceptable to the Lender, including, but not limited to, the obligations of Dover Saddlery, Inc. to
BCA Mezzanine Fund, L.P., and Cephas Capital Partners, L.P. and SEED Ventures Finance, LLC, as
participants.



1



2. NATURE OF THE BORROWERS’ RIGHTS AND OBLIGATIONS.



2.1 The obligations of each of the Borrowers hereunder shall be joint and several and any
obligation expressed herein as an obligation of any Borrower or the Borrowers is an obligation owed
by all the Borrowers jointly and severally, irrespective of, to or for the account of which of the
Borrowers the proceeds are disbursed. Without limiting the generality of the foregoing, it shall
not be a defense for any Borrower hereunder that as a consequence of lack of capacity or authority
or for any other reason whatsoever (including, without limitation, the matters and laws referred to
in Section 2.2 below, the application of the provisions of that Section, and any waiver in favor of
or indulgence to or compounding or composition with or like dealing relating to the obligations
hereunder of any other Borrower) any Borrower has no or only limited liability in respect of any
obligation for which, according to the terms of the Loan Documents, the Borrowers are jointly and
severally liable;



2.2 Notwithstanding anything to the contrary provided in any provision of any of the Loan
Documents, if (i) any Borrower shall become subject to bankruptcy or similar proceedings, and (ii)
the obligations assumed or expressed to be assumed by it in such capacity under the Loan Documents
are claimed to be and would but for this provision be subject to avoidance under Section 548 of the
United States Bankruptcy Code or any comparable provision of any applicable State law, and (iii)
such obligations or the amount thereof were reduced or limited in some way, then the obligations of
such Borrower shall be reduced or limited to the extent (and only to the extent) necessary in order
that such obligations, to the maximum extent possible, may remain valid and not subject to
avoidance as aforesaid, provided always that this Section 2.2 shall not apply in any circumstances
whatsoever so as to reduce or limit the obligations of any Borrower with respect to the repayment,
prepayment or accelerated repayment of or the payment of interest on or the payment of any other
amount relating to any amount the proceeds of which were disbursed to it or for its account;



2.3 In the event that a Borrower is determined to be an “insider” for the purposes of the
United States Bankruptcy Code with respect to any other Borrower and in the event that such
determination would be a necessary element in causing any payment or other transfer of an interest
in property from such other Borrower to the Lender to be a voidable transfer under the United
States Bankruptcy Code, then, notwithstanding anything to the contrary in any of the Loan
Documents, such Borrower hereby irrevocably waives all rights which may have arisen to be
subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code,
including Section 509 thereof, under common law or otherwise) of Lender against such other Borrower
or against any collateral security or guarantee or right of set-off held by Lender for the payment
of amounts owed by such other Borrower, and hereby further irrevocably waives all contractual,
common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or
any similar right) from or against such other Borrower or any other person which may have arisen in
connection with the Loan Documents and any amounts payable thereunder. The provisions of this
Section 2.3 shall survive the payment in full of all amounts payable by any and all Borrowers under
the Loan Documents and the termination of the Note;



2.4 Each Borrower irrevocably authorizes and appoints Dover Saddlery, Inc. (Delaware), as its
agent to give all notices and instructions (including all requests for advances) and to make such
agreements and give such consents as are capable of being given or made by the Borrowers or any of
them and, notwithstanding that they may affect such Borrower, without further reference to or the
consent of such Borrower; and



2.5 Every act, omission, agreement, undertaking, settlement, waiver, notice, request or other
communication given or made by Dover Saddlery, Inc. (Delaware) hereunder or in connection herewith
(whether or not known to any Borrower) shall be deemed to have been effected given or made by such
person for his/herself and acting also as agent for all of the Borrowers and shall be binding for
all purposes on all of the Borrowers as if the Borrowers had expressly concurred therewith and
given or made the same themselves directly.



3. THE LOAN.



3.1 Lender hereby establishes, for a period commencing the date hereof and expiring on the
Maturity Date, a revolving line of credit in Borrowers’ favor in the amount of Borrowers’
Availability. As used in this Section 3, “Borrowers’ Availability” means an amount equal to
Eighteen Million Dollars ($18,000,000.00), to be reduced by the face amount of any Letters of
Credit issued by the Lender and/or its Affiliates. All advances made by Lender under the Loan,
shall be payable as provided in the Note which is incorporated hereby by reference;



3.2 Subject to the continued compliance by Borrowers with all the terms and conditions of the
Loan Documents, Borrowers may request advances from Lender from time to time hereafter in amounts
up to Borrowers’ Availability, which advances Lender shall make pursuant to the requirements of
this Agreement and the Note. Borrowers agree that they shall not request any advances hereunder
which would cause the aggregate amount of advances outstanding under the Loan to exceed Borrowers’
Availability. If at any time the unpaid principal amount of the Loan exceeds Borrowers’
Availability, Borrowers shall, immediately upon receipt of notice from Lender, make a payment on
the Note in an amount equal to such excess. Any termination of the Loan, whether by any permitted
action of Lender or as a result of the existence of an Event of Default, shall relieve Lender of
its obligation to make advances under the Loan, or otherwise lend money hereunder, and shall in no
way release, terminate, discharge or excuse Borrowers from their absolute duty and agreement to pay
or perform their obligations;



3.3 Prior to the making of the first advance under the Loan, Borrowers shall have satisfied
the requirements set forth in Section 9, below. At the time of each advance made under or pursuant
to this Agreement, Borrowers shall immediately become indebted to Lender for the amount thereof.
Borrowers agree to indemnify and hold Lender harmless for any action, loss or expense taken or
incurred by Lender in reliance upon any telephone request for an advance under the Loan, which
Lender in good faith believes to have been made by a duly authorized representative of Borrowers.
Each request for an advance under the Loan shall constitute a confirmation by Borrowers that all
representations, warranties and covenants contained in any of the Loan Documents remain true and
correct as though made at the time of the proposed borrowing;



3.4 By delivering a telephonic borrowing request to the Lender on a Business Day, the
Borrowers may from time to time irrevocably request, that an advance under the Loan be made;



3.5 An account shall be opened on the books of Lender (hereinafter the “Loan Account”), in
which account a record shall be kept of all Loan advances made by Lender to Borrowers under or
pursuant to this Agreement, and all payments made by or on behalf of Borrowers with respect to the
Loan;



3.6 Lender may also keep a record (either in the Loan 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 Loan contemplated hereby and of all credits against such amounts so owed. Such
items shall be payable ON DEMAND, but in the absence of such demand, interest, any service charge,
costs, expenses, and other debits owed Lender on account of the Loan contemplated hereby (other
than loans and advances reflected in the Loan Account) shall be billed by Lender monthly;



3.7 All credits against Borrowers’ indebtedness indicated in the Loan 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 Loan Account which is not so paid or which is charged back against
Lender for any reason may be charged as a debit to the Loan 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;



3.8 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; and



3.9 So long as no Event of Default has occurred hereunder or no event, but for the passage of
time or giving of notice would constitute and Event of Default and there is sufficient availability
hereunder, and this Agreement has not been terminated by Lender, Borrowers may request from time to
time and Lender shall issue Letters of Credit for the account of Borrowers in an amount not to
exceed One Million Dollars ($1,000,000.00) in the aggregate (individually a “Letter of Credit”;
collectively “Letters of Credit”); as set forth in Section 3.1, above, the Borrowers’ Availability
means Eighteen Million Dollars ($18,000,000.00) less the aggregate face amount of all such Letters
of Credit and shall at no time cause Borrowers’ Availability to be exceeded hereunder. The expiry
date of each Letter of Credit shall be no later than the Maturity Date. All documentation with
respect to any Letters of Credit which Lender issues hereunder shall be in form and substance
satisfactory to Lender and/or Lender’s international department. Any payment by Lender or Lender’s
international department, pursuant to a Letter of Credit issued hereunder, shall be considered an
advance under the Loan.



4. GRANT AND PERFECTION OF SECURITY INTEREST.



4.1 To secure Borrowers’ prompt, punctual and faithful performance of all and each of
Borrowers’ Obligations now existing and hereafter incurred, Borrowers hereby grant to Lender a
continuing security interest in the Collateral. The within grant of a security interest is in
addition to, and supplemental of, any security interest previously granted by Borrowers to Lender,
and shall continue in full force and effect applicable to all Obligations of such Borrower and to
any future advances and re-advances made by Lender to or on behalf of Borrowers until the within
Agreement is specifically terminated in writing by a duly authorized officer of Lender;



4.2 By the execution of this Agreement, Borrowers hereby authorize Lender to file UCC-1
Financing Statements describing the Collateral wherever Lender deems appropriate;



4.3 Where Collateral is in the possession of a third party, Borrowers will join with Lender in
notifying the third party of Lender’s security interest and obtaining an acknowledgement from the
third party that it is holding the Collateral for the benefit of Lender;



4.4 Borrowers will cooperate with Lender in obtaining control with respect to Collateral
consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel
Paper; and



4.5 Borrowers will not create any Chattel Paper without placing a legend on such Chattel Paper
indicating that Lender has a security interest in such Chattel Paper.



5. USE OF COLLATERAL.



5.1 Until an Event of Default shall occur, Lender hereby authorizes and permits Borrowers to,
in the ordinary course of its business, hold, process, sell, use or otherwise dispose of such
Borrower’s Inventory to third parties for fair consideration, and receive from such Borrower’s
third party account and contract debtors all amounts due as proceeds of the Collateral;



5.2 Except as permitted in Section 5.1 and elsewhere in this Agreement, Borrowers agree that
it shall not make any sales or leases of the Collateral, license any Collateral, or grant any other
security interest in the Collateral, other than the junior lien rights granted to BCA Mezzanine
Fund, L.P.;



5.3 Borrowers may grant such allowances or other adjustments to such Borrower’s third party
account debtors in accordance with sound business practices and Borrowers’ past practices;



5.4 Borrowers shall have possession of the Collateral, except where expressly otherwise
provided herein or where Lender is required to perfect its security interest in such Collateral by
possession in addition to filing a UCC-1 Financing Statement.



6. REPRESENTATIONS AND WARRANTIES.



To induce Lender to establish the loan arrangement contemplated herein and to make advances
hereunder (each of which advances shall be deemed to have been made in reliance upon the following)
Borrowers represent and warrant to Lender as follows:



6.1 To the extent such Borrower is a corporation or limited liability company, such Borrower
is duly organized under the laws of its creation in good standing and legally existing under the
laws of such State and has full power, authority and legal right to borrow the sums provided for in
this Agreement, and to execute and deliver the Loan Documents and that when issued hereunder for
value, such Loan Documents constitute valid and binding obligations of such Borrower enforceable in
accordance with the respective terms thereof;



6.2 If such Borrower is a corporation or limited liability company, such Borrower is duly
qualified or licensed and in good standing as a foreign entity, or has applied for qualification as
a foreign entity, duly authorized to do business in each jurisdiction in which the character of the
properties owned or the nature of the activities conducted makes such qualification or licensing
necessary, including, but not limited to the Commonwealth of Massachusetts, except where the
failure to so qualify or be licensed would not have a Material Adverse Effect on such Borrower;



6.3 The execution, delivery and performance of the Loan Documents to which each Borrower is a
party have been duly authorized by all necessary entity action on the part of such Borrower, will
not result in any violation of or be in conflict with or constitute a default under any term of the
charter, by-laws or operating agreement of such Borrower, or of any agreement, instrument,
judgment, decree, order, or, to the knowledge of any Borrower, any statute, rule or governmental
regulation applicable to such Borrower, or result in the creation of any mortgage, lien, charge or
encumbrance upon any of the properties or assets of such Borrower (except pursuant to the Loan
Documents). No Borrower is in violation of any term of its articles of agreement, articles of
incorporation, charter, by-laws or operating agreement, or of any material term of any agreement or
instrument to which it is a party, or, to its knowledge, of any judgment, decree, order, statute,
rule or governmental regulation applicable to it;



6.4 Except as set forth on Schedule 6.4, there is no litigation, administrative action
or other proceeding pending or, so far as is known to Borrowers, threatened before any court or
administrative agency, as of the date of this Agreement against any Borrower, which might
materially and adversely affect the financial condition of any Borrower, its continued operations
which is not fully covered by adequate insurance;



6.5 No approval of any other Person, except as to those approvals obtained prior to closing,
is a prerequisite to the execution and delivery by such Person of the Loan Documents to which it is
a party or to insure the validity or enforceability thereof;



6.6 The Borrowers have previously furnished to Lender financial statements and other reports.
Such financial statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the period specified which present fairly the
financial position of Borrowers as of the date specified and the results of operations of the
Borrowers to which they relate for the period then ended and disclose all liabilities of such
Borrower of any nature, whether accrued, absolute, contingent or otherwise required to be disclosed
under generally accepted accounting principles, except those liabilities arising in the ordinary
course of business since the date of such financial statements. Since such date there has been no
change in the assets, liabilities, financial condition or business of the Borrowers to which such
financial statements purport to relate other than changes in the ordinary course of business, the
effects of which individually, or taken as a whole, would not have a Materially Adverse Effect on
the financial condition or business of the Borrowers as a whole or any Borrower individually;



6.7 Except those tax returns for which extensions have been requested, the Borrowers have
filed all tax returns which are required to have been filed and have paid all taxes as shown on
said returns and all assessments to the extent that such taxes have become due. No extensions of
time for assessment of deficiencies by the Internal Revenue Service for any such year are in
effect. The provisions for taxes reflected in the financial statements are adequate to cover any
and all tax liabilities of the Borrowers with respect to its business, properties and operations
during the periods covered by said financial statements and for all prior periods. Neither the
Internal Revenue Service nor any other taxing authority is now asserting or, to the knowledge of
Borrowers, threatening to assert against any Borrower any deficiency or claim or additional taxes
or interest thereon or penalties in connection therewith;



6.8 Except as disclosed on Schedule 6.8 annexed hereto, to the knowledge of the
Borrowers, the Borrowers are in full compliance with all laws and regulations which apply to the
conduct of its business, including, without limitation, all applicable federal, state and local
laws, ordinances, rules, regulations and permits relating to the protection of the environment,
waters and air of the states in which the Borrowers are operating and the United States of America,
the release or disposition of hazardous substances and occupational health and safety, except to
the extent that the failure to so comply with any of the foregoing, would not, either individually
or in the aggregate, have a Material Adverse Effect on any Borrower. The Borrowers hold all
licenses, permits and franchises which are required to permit it to conduct its business as
presently conducted or contemplated except to the extent that the failure to have obtained or
maintained any of the foregoing would not, either individually or in the aggregate, have a Material
Adverse Effect on any Borrower. Except as disclosed on Schedule 6.8, the Borrowers have no
knowledge of any pending or threatened enforcement action, administrative order or proceeding,
notice of violation or investigation relating to such laws, ordinances, rules, regulations or
permits. The Borrowers warrant that as of the date hereof they are not a “Treatment, Storage or
Disposal Facility” as that term is defined in the “Resource Conservation and Recovery Act of 1976,”
42 USCA §6901 et seq. (as amended);



6.9 Borrowers have rights in or the power to transfer the Collateral, free and clear of any
liens, attachments, adverse claims, security interests, assignments, or restrictions of transfers,
except as to the security interest created herein, and the security interests and other
encumbrances, if any, listed in Schedule 6.9 annexed hereto (the “Permitted Encumbrances”),
and Borrowers hereby warrant and agree to defend title to the Collateral against the claims and
demands of all Persons, and Borrowers do not presently, and shall not hereafter, have possession of
any property on consignment to them;



6.10 Borrowers’ exact legal name and state of each Borrower’s organization is as set forth in
the first paragraph of this Agreement. Borrowers have not changed their name, been the surviving
entity in a merger or acquired any business, except as shown on Schedule 6.10 annexed
hereto;



6.11 All real estate owned or leased by any Borrower is listed on Schedule 6.11
annexed hereto. The Borrowers have good and marketable title to, or valid leasehold interests in,
all of the properties used by the Borrowers in connection with the operation of their business.
All of the properties and facilities are in good repair, working order and condition. Any
facilities or properties owned by Borrowers contain no restrictions or other matters of record
which would have a Material Adverse Effect on Borrowers ability to operate their business from said
location. The facilities and properties constitute all of the assets, properties and right of any
type used in or necessary for the conduct of the Borrowers’ business. All Collateral is located
solely at those locations which are listed on Schedule 6.11, annexed hereto;



6.12 Each of the Borrowers posses all Proprietary Rights necessary to conduct its business as
heretofore conducted or as proposed to be conducted by it. All Proprietary Rights registered in
the name of any of the Borrowers and applications therefore filed by any Borrower are listed on the
“Intellectual Property Schedule” annexed hereto as Schedule 6.12. No event has occurred
that permits, or after any notice or lapse of time or both would permit, the revocation or
termination of any of the foregoing, which taken in isolation or when considered with all other
such revocations or terminations could have a Material Adverse Effect. None of the Borrowers has
notice or knowledge of any facts or any past, present or threatened occurrence that could preclude
or impair the Borrowers’ ability to retain or obtain any authorization necessary for the operation
of the Borrowers’ business.



6.13 As of the date hereof, none of the following events has occurred or exists with respect
to any Borrower or any ERISA affiliate: (i) any “prohibited transaction” (as defined in Section
406 of ERISA or Section 4975 of the Internal Revenue Code) involving any plan covered by the
Employee Retirement Income Security Act of 1974 (“ERISA”) (any such plan is referred to herein as a
“Plan”); (ii) any “reportable event” (as defined in Section 4043 of ERISA and the regulations
issued under such Section) with respect to any Plan; (iii) the filing under Section 4041 of ERISA
of a notice of intent to terminate any Plan or the termination of any Plan; (iv) any event or
circumstance which might constitute grounds entitling the Pension Benefit Guaranty Corporation
(“PBGC”) to institute proceedings under Section 4042 of ERISA for the termination of, or for the
appointment of a trustee to administer, any Plan, or the institution by the PBGC of any such
proceedings; or, (v) partial withdrawal under Section 4201 or 4204 of ERISA from a Multi-employer
Plan or the reorganization, insolvency, or termination of any Multi-employer Plan. The Borrowers
have not incurred any material accumulated funding deficiency within the meaning of ERISA nor has
any Borrower incurred any material liability to the PBGC or to any Plan in connection with the
termination of, or any Borrower’s withdrawal from any Plan and no such material liability, would
result from the termination of, or any Borrower’s withdrawal from any such Plan;



6.14 No Borrower owns or has any present intention of acquiring any “margin stock” within the
meaning of Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System
(herein called “margin stock”). None of the proceeds of the Loan will be used, directly or
indirectly, by any Borrower for the purpose of purchasing or carrying, or for the purpose of
reducing or retiring any indebtedness which was originally incurred to purchase or carry, any
margin stock or for any other purpose which might constitute the transactions contemplated hereby a
“purpose credit” within the meaning of said Regulation U, or cause this Agreement to violate
Regulation U, Regulation T, Regulation X, or any other regulation of the Board of Governors of the
Federal Reserve System or the Securities Exchange Act of 1934. If requested by the Lender, the
Borrowers will promptly furnish the Lender with a statement in conformity with the requirements of
Federal Reserve Form U-1 referred to in said Regulation U; and



6.15 Dover DE’s authorized capital stock consists solely of 15,000,000 shares of Common Stock,
$0.0001 par value per share (“Common Stock”), of which 5,105,318 shares are issued and outstanding
of record (collectively, the foregoing issued shares are hereinafter referred to as (“Issued
Shares”). Schedule 6.15 sets forth a table indicating the capitalization of Dover DE
immediately prior to the closing contemplated by this Agreement and a table indicating the
capitalization of Dover DE immediately following the closing contemplated by this Agreement.
Except as set forth on Schedule 6.15 there are no outstanding shares of Dover DE’s Capital
Securities or Convertible Securities or rights or agreements related thereto, including among
others all outstanding options, warrants, stock appreciation rights, phantom stock and other equity
interests of any kind in Dover DE, pursuant to which Dover DE is or may become obligated to issue
any shares of Capital Securities. Except as set forth on Schedule 6.15, the number of shares of
Capital Securities, if any, issuable in connection with the securities described on Schedule
6.15, is not subject to adjustment by reason of the issuance of any warrants or the Common
Stock issuable upon conversion thereof. All of the Issued Shares of Borrower ‘s Capital Securities
are issued and owned by the Persons listed on Schedule 6.15 have been duly authorized, are
validly issued and outstanding and are fully paid and non-assessable have been offered, issued,
sold, and delivered in compliance with the applicable federal and state securities laws.



6.16 The ownership of each of the Borrowers is as set forth on Schedule 6.16 by name
and percentage interest of each owner, all such interests have been fully paid and are owned, free
and clear of all liens and encumbrances.



6.17 There are no outstanding rights, including, but not limited to preemptive rights,
Convertible Securities or other agreements providing for or requiring the issuance or purchase by
Borrowers of any Capital Securities or any Convertible Securities convertible into, or exchangeable
for, or exercisable into, its Capital Securities. All preemptive rights existing prior to the date
hereof have been validly waived or the applicable time periods relating thereto have expired prior
to exercise of such preemptive rights by the holders thereof.



6.18 There are no voting trusts, proxies, or agreements relating to the voting of the
Borrowers Capital Securities.



6.19 Neither this Agreement (including the Schedules furnished contemporaneously herewith),
nor any other agreement, document, certificate or written statement furnished or to be furnished to
Lender through the date hereof by or on behalf of the Borrowers contains any untrue statement of a
Material fact known to the Borrowers or omits to state a Material fact known to it and necessary to
make the statement contained therein or herein in light of the circumstances in which they were
made not misleading.



7. AFFIRMATIVE COVENANTS.



Until payment in full to Lender of the Obligations, Borrowers agree as follows:



7.1 Borrowers will comply and observe the following financial reporting requirements:



7.1.1 Within one hundred twenty (120) days after the close of each fiscal year with fully
audited consolidated financial statements of Borrowers prepared, by an independent certified public
accountant selected by Borrowers and reasonably acceptable to the Lender, which statements shall
include, but not be limited to: (i) a statement of stockholders’ equity and a statement of cash
flow for such fiscal year; (ii) an income statement for such fiscal year; (iii) balance sheets as
of the end of such fiscal year; and (iv) copies of all statements and reports furnished to the
Securities and Exchange Commission (the “SEC”) including the 10K for any publicly traded Borrower.
All such annual statements shall be prepared in accordance with generally accepted accounting
principles consistently applied and shall present fairly the consolidated financial position and
result of operations of Borrowers. The Borrowers shall also provide Lender with a copy of any
so-called “management letter” delivered to Borrowers. The Lender shall have the right, from time
to time, to discuss the affairs of Borrowers directly with Borrowers’ accountant after providing
the Borrowers an opportunity to be represented at any such discussions;



7.1.2 Within forty five (45) days of the end of the quarter, management prepared compliance
report with respect to the covenants in Section 7.9 below, together with copies of all back-up,
calculations and work sheets used to prepare said compliance report. Contemporaneously with the
delivery of the statements described in this Section, Borrowers will provide Lender with a
certificate of the Treasurer or Controller of the Borrowers stating that: (i) the Borrowers are
incompliance with the terms, conditions and covenants of this Agreement and all of the other Loan
Documents; (ii) such officer has reviewed the activities of the Borrowers during the fiscal period
covered by such financial statements and has, to the best knowledge of such officer, after due
diligence, found no evidence of any event which constitutes an Event of Default under this
Agreement or any of the other Loan Documents or condition or event which, with the giving of notice
or lapse of time, or both, would constitute an Event of Default, or if such an Event of Default or
other condition or event exists, a disclosure of the nature and status thereof; and, (iii) since
the date of the financial statements there have been no changes in the assets, liabilities,
financial condition or business of any Borrower other than changes in the ordinary course of
business, the effects of which, both individually, or taken as a whole, have not had a Materially
Adverse Effect on the overall financial condition and business of any Borrower;



7.1.3 Within forty five (45) days after its fiscal quarter end, any Borrower which is publicly
traded will submit to Lender copies of its 10Q and other filings with the SEC or any other
governmental agency; and



7.1.4 Within ninety (90) days after the beginning of its fiscal year end Borrowers will submit
to Lender financial projections for the Borrowers in form and content satisfactory to the Lender;



7.1.5 Borrowers shall prepare and deliver to Lender such additional reports and information as
Lender shall reasonably request.



7.2 Borrowers will maintain direct loss insurance (i) with respect to its Collateral against
fire and the extended casualties and hazards, in an amount at all times equal to the principal
amount of the Note or the insurable value of the assets, whichever is lesser; (ii) public
liability, commercial general liability insurance, employer’s liability and other liability
insurance as is usually maintained by companies similarly situated and engaged in like operations
in the amount of Two Million Dollars ($2,000,000.00); (iii) business interruption insurance for
twelve (12) months, in the amount of not less than Nine Million Dollars ($9,000,000.00) actual loss
sustained; (iv) worker’s compensation insurance in the statutory amounts and (v) with respect to
all other assets and risks, in such amounts against such hazards and liabilities as customarily is
maintained by other companies similarly situated and operating like properties. Such insurance
shall be maintained with good and responsible insurance companies, reasonably acceptable to Lender,
and a certified copy of such insurance policy or similar evidence acceptable to Lender shall be
delivered at closing. Lender shall be named as additional insured and as lender’s loss payee along
with the named insured, and the policies shall be noncancellable without thirty (30) days prior
notice to Lender. In the event of the failure by Borrowers to provide and maintain insurance as
herein provided, Lender may, at its option, provide such insurance; the cost of which shall be
secured hereunder with interest from the date of such payment at the Default Interest Rate charged
under the Note and shall be payable ON DEMAND. Borrowers shall advise Lender of each claim made by
Borrowers under any policy of insurance which covers the Collateral within ten (10) days of loss,
and will permit Lender, at Lender’s option to the exclusion of Borrowers after any Event of
Default, to conduct the adjustment of each such claim. Borrowers hereby appoint Lender after any
Event of Default, as Borrowers’ attorney-in-fact to obtain, adjust, settle and cancel any insurance
described in this Section and to endorse in favor of Lender any and all drafts and other
instruments with respect to such insurance. The within appointment, being coupled with an
interest, is irrevocable until the within Agreement is terminated by a written instrument executed
by a duly authorized officer of Lender. Lender shall not be liable on account of any exercise
pursuant to said power except for any exercise in actual willful bad faith. Lender may apply any
proceeds of such insurance against the Obligations, whether or not such have matured, in such order
of application as Lender may determine;



7.3 Borrowers shall duly pay and discharge all lease payments, ground rents, taxes,
assessments, and governmental charges upon it or against its properties prior to the date on which
penalties are attached thereto, unless and to the extent only that such ground rents, taxes,
assessments, or governmental charges shall be contested in good faith and by appropriate
proceedings and only if such contest is made prior to any unpaid amounts becoming a fixed and
ascertainable lien upon any property of such Borrower, unless such Borrower has posted adequate
security for the payment of any such amounts with Lender. Borrowers shall promptly pay, as they
become due and payable, all taxes, assessments and unemployment contributions and other charges
levied or assessed against any of them or the Collateral by any governmental authority and will
properly exercise any trust responsibilities imposed upon such Person by reason of withholding from
employees’ pay. At its option, Lender may, but shall not be obligated to, pay all taxes,
unemployment contributions, and any and all other charges levied or assessed upon such Person or
the Collateral by any governmental authority, as Lender may, in its discretion, deem necessary or
desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or
the value thereof or any right or remedy pertaining thereto. At its option, after an Event of
Default and with notice to Borrowers, Lender may, but shall not be obligated to, pay all taxes,
unemployment contributions, and any and all other charges levied or assessed upon such Person or
the Collateral by any governmental authority, as Lender may, in its discretion, deem necessary or
desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or
the value thereof or any right or remedy pertaining thereto. All such payments shall be deemed
Obligations of such Person and shall be secured hereby and shall be due and payable upon demand by
Lender;



7.4 Borrowers shall comply with all laws and regulations which apply to the conduct of its
business including, without limitation, all applicable federal, state and local laws, ordinances,
rules, regulations and permits relating to the protection of the environment, waters and air of the
states in which Borrowers conduct business and the United States of America, the release or
disposition of hazardous substances and occupational health and safety. Borrowers shall procure
and maintain in full force and effect all licenses, permits and franchises which are required to
permit it to conduct its business as then conducted or contemplated. Borrowers shall promptly
notify Lender of any pending or threatened enforcement action, administrative order or proceeding,
notice of violation or investigation relating to such laws, ordinances, rules, regulations or
permits. In addition, Lender shall not become liable for any violation of any of the foregoing and
the Borrowers agree to indemnify Lender from any such liability;



7.5. If any Borrower becomes aware of or has reason to suspect that toxic or hazardous
substances have been or are being disposed in violation of any applicable laws, ordinances or
regulations, it shall immediately notify Lender and, on a continuing basis, keep Lender fully
informed as to all knowledge such Borrower has of such disposal. The Borrowers shall indemnify and
hold harmless Lender from all loss, liability, damage, cost and expense, including, without
limitation, reasonable attorney’s fees, fines, or other penalties or payments, for failure of any
Borrower to comply in all respects with all environmental laws. The provisions of the prior
sentence shall survive payoff, release, foreclosure, or other disposition of this Agreement or the
Obligations;



7.6 Borrowers shall continue to operate their business actively without substantial change in
the nature of the business it conducts, preserving its separate legal existence in good standing
and maintaining its property in good operating condition, reasonable wear and tear and normal
obsolescence and deterioration excepted;



7.7 Borrowers shall use the proceeds of the Obligations solely to further the business of
Borrowers and no proceeds shall be commingled with funds of any stockholder, subsidiary or
Affiliate or any general or limited partner, or any trustee or beneficiary, nor shall any proceeds
be transferred to any stockholder, subsidiary or Affiliate or any general or limited partner, or
any trustee or beneficiary, without the express prior written consent of Lender;



7.8 Borrowers will not amend any existing Plan, adopt any other plans or agree to participate
in any other Multi-employer Plan without the prior written consent of Lender. Borrowers shall not
permit any of the following events to occur or exist with respect to Borrowers or any ERISA
affiliate: (i) any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of
the Internal Revenue Code) involving any Plan; (ii) the occurrence of any event which would
constitute a “reportable event” (as defined in Section 4043 of ERISA and the regulations issued
under such Section) with respect to any Plan; (iii) the filing under Section 4041 of ERISA of a
notice of intent to terminate any Plan or the termination of any Plan; (iv) any event or
circumstance which might constitute grounds entitling the PBGC to institute proceedings under
Section 4042 of ERISA for the termination of, or for the appointment of a trustee to administer,
any Plan, or the institution by the PBGC of any such proceedings; or, (v) partial withdrawal under
Section 4201 or 4204 of ERISA from a Multi-employer Plan or the reorganization, insolvency, or
termination of any Multi-employer Plan; and in each case above, such event or condition, together
with all other events or conditions, if any, which could in the opinion of Lender subject Borrowers
to any tax, penalty, or other liability to a Plan, a Multi-employer Plan, the PBGC, or otherwise;



7.9 Borrowers shall, on a consolidated basis, observe the following financial covenants as and
when tested hereunder:



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:




	 	•	 	5.50:1.00 from the date hereof through measurement on March 31, 2008;






	 	•	 	4.70:1.00 commencing with the measurement on June 30, 2008 and ending
with the measurement on December 31, 2009; provided however, the measurement
on June 30, 2009 shall be no more than 5.00:1.00; and






	 	•	 	4.50:1.00 commencing with the measurement on March 31, 2010 until the
Maturity Date; provided however, the measurement on June 30, 2010 shall be
no more than 4.70:1.00;





7.9.2 maintain a ratio of Senior Funded Debt to EBITDA of not more than the following, which
shall be tested and measured quarterly on a trailing four (4) quarter basis:




	 	•	 	3.50:1.00;





7.9.3 maintain a Fixed Charge Coverage Ratio of not less than the following, which shall be
tested and measured quarterly on a trailing four (4) quarter basis:




	 	•	 	1.05:1.00;





7.9.4 maintain a ratio of Current Assets to Current Liabilities of not less than the
following, which shall be tested and measured quarterly:




	 	•	 	1.00:1.00;





7.10 Borrowers shall maintain all deposit accounts (checking) and all operating accounts and
banking services with Lender at all times, with the exception of retail stores deposit accounts,
unless the Lender can reasonably serve the needs of said retail stores from Lender’s local branch
banks;



7.11 Borrowers will permit Lender and such representatives from time to time as Lender and
such representatives may reasonably request at Borrowers’ reasonable expense, but in the absence of
an Event of Default no more often than once per year, to examine, inspect and copy any and all of
the Collateral, and any and all of Borrowers’ books, records, electronically stored data, papers
and files, and to verify the Collateral or any portion thereof (such verification, including,
without limitation, through contact with account debtors);



7.12 Borrowers shall pay or reimburse Lender for all reasonable out-of-pocket expenses which
Lender may incur in connection with the Loan; with obtaining and perfecting security for the
Obligations; or Costs of Collection, including, but not limited to, all audit and legal fees
incurred by Lender. Borrowers agrees to reimburse Lender for any costs and expenses incurred while
Borrowers’ loans remain unpaid or available, said costs to include, but not be limited to,
unscheduled audit fees upon the occurrence of an Event of Default, reasonable legal fees,
accounting fees and environmental due diligence fees;



7.13 Borrowers shall promptly notify Lender when it becomes aware of the occurrence of any
event which currently constitutes or with the passage of time would constitute a breach of any
warranty or representations on its part made herein or in any of the Loan Documents or which would
constitute an Event of Default hereunder or under any of the Loan Documents. Borrowers shall
promptly notify Lender of any litigation, administrative action or other proceeding either
initiated or threatened against any Borrower, by or before any court or administrative agency which
might materially and adversely affect the financial condition of any Borrower, its operations or
prospects and shall keep Lender apprised of the status of the matters set forth on Schedule
6.4 hereto and of any other matters subsequently disclosed to Lender;



7.14 Borrowers authorize Lender to file such financing statement or statements or amendments,
or other instruments as Lender may from time to time require in order to comply with the UCC and
any other applicable laws to preserve and protect the security interests hereby granted. In the
event that the law of any jurisdiction other than New Hampshire becomes or is applicable to the
Collateral or any part thereof, or to any Obligations or liability of Borrowers to Lender,
Borrowers agree that Lender may file all instruments and to do all such other things as may be
necessary or appropriate to preserve, protect and enforce the security interests and liens of
Lender under the law of such other jurisdiction. Borrowers will pay any filing fees or other costs
with respect to any such filings and any fees for prior lien searches; and



7.15 If requested by Lender, Borrowers shall furnish, at their expense, an annual updated
appraisal of Borrowers’ customer list.



7.16 Borrowers shall pay Lender a fee equal to Fifty Thousand Dollars ($50,000.00). The
parties acknowledge that Borrowers have already paid Fifteen Thousand Dollars ($15,000.00) towards
this fee, and shall pay the remainder at closing. In addition, Borrowers shall pay Lender an
unused line fee equal to .125% on the daily unused amount of the Loan billed quarterly in arrears.



8. NEGATIVE COVENANTS.



Borrowers agree that until payment in full of the Obligations, it shall not, without prior
written consent of Lender:



8.1 suffer any act of omission or commission which, had it been in existence or threatened on
the date of the Loan Documents, would have constituted a breach or failure of any warranty or
representation herein;



8.2 change its name, enter into or be a party to any merger, consolidation, acquisition, stock
split, reorganization or liquidation, or with respect to any Borrower other than Dover DE suffer
the transfer of any stock, membership interest or security in it or permit or allow to exist a
change in any of the ownership interest, provided, however, Borrowers, on a combined basis, shall
be permitted to make acquisitions in the same line of Borrowers’ current business and CAPEX, in the
aggregate amount of no more than: (i) Three Million Dollars ($3,000,000.00) in calendar year 2007;
(ii) Three Million One Hundred Thousand Dollars ($3,100,000.00) in calendar year 2008; (iii) Three
Million Two Hundred Thousand Dollars ($3,200,000.00) in calendar year 2009; and (iv) Three Million
Three Hundred Thousand Dollars ($3,300,000.00) thereafter;



8.3 purchase or lease any assets or properties outside of the ordinary course of its business;



8.4 suffer the creation or existence of any mortgage, pledge, lien, attachment or other
encumbrance on any property or assets of any Borrower, whether or not a purchase money security
interest (subject to Section 8.10), and whether or not the same be senior or junior to any lien of
Lender thereon (other than such as are described in Schedule 6.9 annexed hereto and
encumbrances in favor of Lender); provided however, that in the event of an
attachment or lien junior in all respects to the liens imposed hereby, Borrowers shall not be
deemed in breach of this covenant if within ninety (90) days thereof the attachment is discharged;



8.5 suffer the assumption, guarantee, endorsement or other act by which it does or may become
liable in connection with the obligations of any other Person, with the exception of endorsement of
negotiable instruments for deposit or collection or similar transactions in the normal course of
business;



8.6 pay dividends (whether in cash or kind) on any class of its capital stock or membership
interests, or make any distribution on account of its stock, membership interests or other equity
interest except for reasonable employee stock awards and employee options, or redeem, purchase or
otherwise acquire directly or indirectly any of its stock or membership interests;



8.7 pay inter-company fees outside the ordinary course of business, or make any payments of
any nature to any Affiliate outside the ordinary course of business, loan money, or make payments
or advances to officers, stockholders, members or beneficial owners, , or transfer property for
less than good and adequate consideration;;



8.8 Borrowers, on a combined basis, shall not suffer a net loss in any two consecutive
calendar quarters;



8.9 directly or indirectly dispose of hazardous or toxic wastes or substances unless in
compliance with all applicable state, local or federal laws, ordinances and regulations, then or
now in effect (“Environmental Laws”), as such terms “hazardous”, “toxic” and “dispose” are defined
therein;



8.10 incur Indebtedness of any kind except for: (i) the Obligations; (ii) trade debt incurred
in the ordinary course of business with trade creditors; (iii) the $5,000,000.00 Subordinated Debt;
and (iv) additional purchase money security interests and equipment leases and vehicle leases;



8.11 (i) authorize the issuance of any additional Capital Securities or Convertible
Securities; (ii) issue any additional Capital Securities or Convertible Securities; or (iii)
recapitalize or reclassify any Capital Securities or Convertible Securities, except for reasonable
employee stock awards and employee options; and



8.12 cause any third party to directly do or cause to be done any act which, if done directly
by such Person, would breach any covenant contained in the within Agreement.



9. CONDITIONS OF LENDING.



The obligation of Lender to make the advances under the Loan is subject to the condition (in
addition to all other requirements of this Agreement) that each of the following shall have been
delivered or performed with respect to Lender prior to the making of the disbursement:



9.1 certificates of insurance or insurance binders evidencing public liability insurance in
the amount of Two Million Dollars ($2,000,000), workmens’ compensation, in the statutory amount,
flood (if the property is in a flood plain), fire and extended coverage in the amount of the full
replacement cost of the Collateral and business interruption insurance as set forth in Section 7.2,
above, actual loss sustained, written by companies reasonably acceptable to Lender, endorsed
thereon in favor of Lender naming Lender as mortgagee, loss payee and naming Lender as an
additional insured and providing that the said policies may not be cancelled or materially changed
without thirty (30) days prior written notice to Lender, certified copies of such insurance
policies shall be deposited with Lender within thirty (30) days of the date hereof;



9.2 a written opinion of the Borrowers’ counsel in form and substance satisfactory to the
Lender, stating, inter alia, that: (i) the Borrowers are each validly existing and authorized to
do business in the States of its organizational jurisdiction and such other states where
authorization is required; (ii) the Borrowers have full authority and legal right to execute and
carry out the terms of the Loan Documents; (iii) the Borrowers have taken all action necessary to
authorize the execution and delivery of the Loan Documents; (iv) the Loan Documents have been duly
executed and are valid, binding and enforceable in accordance with their terms, with no exceptions
other than usual and customary exceptions; (v) there is no litigation pending or to the best of the
knowledge of Borrowers’ counsel threatened against Borrowers which would have a Material Adverse
Effect on their ability to perform pursuant to the Loan Documents; (vi) the Loan is not usurious;
and (vii) containing such other opinions as may be required by the Lender;



9.3 a certificate of a duly authorized officer of each Borrower as to (i) a copy of its
articles of agreement/organization, bylaws, and/or operating agreement, (ii) a copy of the
resolution adopted by the directors, shareholders (if necessary) and/or members of such Borrower
authorizing execution and issuance of the Loan Documents, and (iii) a list of the incumbent
officers, members and managers of such Borrower;



9.4 the executed Loan Documents and supporting documentation, in form, scope and substance
acceptable to Lender and its counsel;



9.5 satisfactory subordination agreement for the Subordinated Debt;



9.6 Borrowers will use best efforts to obtain landlord’s waivers and consents, said waivers
and consents may be delivered after the date hereof;



9.7 an assignment of the proceeds of a $4,000,000 key man life insurance policy on Stephen L.
Day;



9.8 receipt of those matters set forth on a Closing Agenda from the Lender to the Borrowers;
and



9.9 payment of all out of pocket expenses incurred by Lender, including, but not limited to
appraisal fees and legal fees.



10. EVENTS OF DEFAULT.



Upon the occurrence of any one or more of the following events of default (an “Event of
Default”) any and all Obligations of Borrowers to Lender shall become immediately due and payable
without notice or demand, and Lender may exercise its rights and remedies, as set forth in Section
11 herein:



10.1 failure to make a payment when due of interest, principal or other charge on the Note not
cured in accordance with any applicable grace period contained in the Note;



10.2 if any representation or warranty made herein or in connection with the execution and
delivery of any of the other Loan Documents proves to have been materially incorrect in any respect
when such representation or warranty was made;



10.3 the breach of any covenant contained in Sections 7.2, 7.7, 7.8, 7.9 or Article 8 (with
the exception of Sections 8.1 and 8.9, for which Section 10.4 shall be applicable);



10.4 the breach of any other covenant, condition or agreement made by Borrowers hereunder, not
cured within thirty (30) days after written notice from Lender or if such failure cannot reasonably
be cured within such thirty (30) day period, Borrowers fail to commence such cure within said
thirty (30) day period and fails to complete the cure within sixty (60) days after Lender’s notice
of default;



10.5 failure to make a payment when due (within any applicable cure or grace period) or fully
perform any obligation under any other obligation of Borrowers to Lender, now existing or hereafter
arising;



10.6 (i) the occurrence of a default under the terms and conditions of any liability of
Borrowers or to any Person for borrowed moneys in excess of $350,000 (excluding the Subordinated
Debt, now existing or hereafter arising, or is declared to be due and payable prior to the express
maturity thereof, or upon demand by the holder of any such liability; or (ii) if the Subordinated
Debt is accelerated or declared to be due and payable prior to the express maturity thereof, or
upon demand by the Subordinated Debt holders; or (iii) the Subordinated Debt holders exercise any
of their rights pursuant to Section 7(B) of that certain Intercreditor, Subordination and Standby
Agreement by and between the Borrowers, BCA Mezzanine Fund, L.P. and Lender of near or even date.



10.7 if Borrowers make an assignment for the benefit of creditors, files a petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to any tribunal for a
receiver or any trustee of any substantial part of its property; or Borrowers commence any
proceeding related to Borrowers under any reorganization, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect,
or if there is commenced against Borrowers any such proceeding and the same is not dismissed or set
aside within sixty (60) days of the commencement of such action; or Borrowers by any act indicate
their consent to, approval of or acquiescence in, any such proceeding or the appointment of any
receiver of, or trustee for Borrowers or any substantial part of their property;



10.8 if an execution order is issued against Borrowers, or any governmental agency or
instrumentality shall seize, appropriate, condemn, occupy or interfere in any manner with any of
Borrowers’ operation of, all or any substantial portion of its or their property, or the Collateral
or any right of Borrowers therein shall be subject to judicial process or condemnation or
forfeiture proceedings;



10.9 a Change of Control shall have occurred;



10.10 the occurrence of any Event of Default under any of the other Loan Documents, not
remedied in accordance with any applicable grace or cure period; and



10.11 Lender shall receive a report from any filing office, as appropriate, indicating that
Lender’s security interest is not prior to all other security interests or other interests
reflected in the report and Borrowers are unable to resolve such discrepancy within thirty (30)
days



2



11. RIGHTS IN THE EVENT OF DEFAULT.



In the event an Event of Default shall occur Lender shall have the following rights:



11.1 Without any notice by Lender to such effect, the Note and any or all other of Borrowers’
and Obligations to Lender, together with interest thereon, shall be and become immediately due and
payable without demand, presentment, protest or notice of any kind, all of which are hereby
expressly waived;



11.2 All of the remedies of a secured party under the UCC, as amended from time to time,
including without limitation the right and power to sell (at public or private sale), lease or
otherwise operate as a going concern or dispose of, the Collateral, or any part thereof, and for
that purpose Lender may take immediate and exclusive possession of the Collateral, or any part
thereof, and with or without judicial process, enter upon any premises on which the Collateral, or
any part thereof, may be situated and remove the same therefrom without being deemed guilty of
trespass and without liability damages thereby occasioned, or at Lender’s option Borrowers shall
assemble the Collateral and make it available to Lender at a place and at a time designated in
writing. Lender shall be entitled to hold, maintain, preserve and prepare the Collateral for sale.
Lender, without removal, may render the collateral unusable and dispose of the Collateral on the
Borrowers’ premises;



11.3 The right to operate the Borrowers’ business as a going concern and to seize and utilize
the Collateral to do so, and is hereby authorized to enter the Borrowers’ places of business to
operate the Borrowers’ business as a going concern, without being deemed guilty of trespass and
without liability damages thereby occasioned;



11.4 Any notification required by law of intended sale, lease or other disposition by or on
behalf of Borrowers of any of the Collateral shall be deemed reasonably and properly given if
mailed, postage prepaid, to such Borrower at such Borrower’s address shown on the first page of
this Agreement, at least ten (10) calendar days before such sale, lease or other disposition.
Notice sent in such manner shall be deemed received on the second business day following the day of
deposit in the mails. Any proceeds of any sale, lease or other disposition by Lender to any of the
Collateral may be applied by Lender to the payment of expenses in connection with the Collateral,
including reasonable Costs of Collection and any balance of such proceeds may be applied by Lender
toward the payment of the Obligations. Borrowers shall remain liable for any deficiency;



11.5 In the event Lender seeks to take possession of any or all of the Collateral by court
process, Borrowers hereby irrevocably waive any bonds and any surety or security relating thereto
required by any statute, court rule or otherwise as an incident to such possession, and waives any
demand for possession prior to the commencement of any suit or action to recover with respect
thereto;



11.6 Borrowers agree that the amount by which the value of the Collateral may exceed, from
time to time, the outstanding obligation of Borrowers to Lender (“equity cushion”) shall not, under
any circumstances, be deemed to be adequate protection for Lender in the event of any insolvency
proceedings under 11 USC 101 et seq. Borrowers acknowledge that the equity cushion
that may exist is solely for the benefit of Lender to ensure the repayment in full of all
Obligations, and represents a benefit bargained for and acquired by Lender in exchange for full and
adequate consideration;



11.7 Lender shall have the right to exercise any of the rights and remedies set forth in any
of the Loan Documents;



11.8 Lender shall have the right at any time after an Event of Default has occurred hereunder
to enforce Borrowers’ rights against its account debtors and obligors, notify any of Borrowers’
account or contract debtors, either in the name of Lender or Borrowers, to make payment directly to
Lender, and to advise any person of Lender’s security interest in and to the Receivable Collateral,
and to collect all amounts due on account of the Receivable Collateral. The within Obligations on
the part of Borrowers, being unique, shall be specifically enforceable by Lender;



11.9 Borrowers hereby irrevocably constitute and appoint Lender as their true and lawful
attorney (exercisable any time after an Event of Default) with full power of substitution, to
convert the Receivable Collateral into cash at the sole risk, cost and expense of the Borrowers and
to endorse Borrowers’ name on any certificates of title. The rights and powers granted Lender by
the within appointment include, but are not limited to, the right and power to compromise, settle,
or execute releases with any of Borrowers’ account debtors, and to prosecute, defend, compromise,
or release any action relating to the Collateral; to receive, open and dispose of all mail
addressed to Borrowers and to take therefrom any remittances on or proceeds of any Collateral in
which Lender has a security interest, provided Lender thereafter forwards said mail to Borrowers;
to endorse the name of Borrowers in favor of Lender upon any and all checks, drafts, money orders,
notes, acceptances, certificate of title, or other instruments of the same or different nature; to
sign and endorse the name of Borrowers on, and to receive as secured party, any of the Receivable
Collateral, any invoices, schedules of Receivable Collateral, freight or express receipts, or bills
of lading, storage receipts, warehouse receipts, or other documents of title of a same or different
nature relating to the Receivable Collateral; to sign the name of Borrowers on any notice to
Borrowers’ account debtors or verification of the Receivable Collateral; and to sign and file or
record on behalf of Borrowers any financing or other statement in order to perfect or protect
Lender’s security interest. Lender shall not be obligated to do any of the acts or to exercise any
of the powers authorized herein, but if Lender elects to do any such act or to exercise any of such
powers, it shall not be accountable for more than it actually receives as a result of such exercise
of power, and shall not be responsible to Borrowers except for Lender’s actual willful misconduct
or gross negligence. All powers conferred upon Lender by this Agreement, being coupled with an
interest, shall be irrevocable until the within Agreement is terminated as provided herein;



11.10 The proceeds of any collection, sale or disposition of the Collateral held under this
Agreement and/or the Loan Documents shall be applied towards the Obligations in such order and
manner as Lender determines in its sole discretion, any statute, custom or usage to the contrary
notwithstanding. Borrowers shall remain liable to Lender for any deficiency remaining following
such application;



11.11 Except for liabilities claims or demands arising from Lender’s actual willful misconduct
or gross negligence, Borrowers shall indemnify, and save Lender harmless of, to, and from any
liability, claim or demand made upon Lender in connection with Lender’s exercise of its rights
pursuant to the within Agreement or any of the Loan Documents, and all costs and expenses,
including, without limitation, reasonable attorneys’ fees, incurred by Lender in connection with
any such liability, claim or demand. Borrowers’ agreement so to indemnify and save Lender harmless
are Obligations of Borrowers to Lender and are secured hereby and shall survive payment and/or
termination of this Agreement;



11.12 Lender shall have the right to set-off, without notice to Borrowers any and all deposits
or other sums at any time credited by or due from Lender to Borrowers whether in a special account
or other account represented by a certificate of deposit or similar instrument (whether or not
matured), and any cash, securities, instruments, or other property of Borrowers in the possession
of Lender, whether for safekeeping, or otherwise, which deposits and other sums and items shall at
all times constitute additional security for the Obligations, and may be applied or set off against
all or part of the Obligations at any time, whether or not the Obligations are then due or whether
or not other collateral is available to Lender. Borrowers hereby expressly grants to Lender a
security interest in such items pursuant to New Hampshire RSA 382-A:9-101 et seq.;
and,



11.13 The rights, remedies, powers, privileges and discretions of Lender hereunder or in the
Loan Documents shall be cumulative and are in addition to and not exclusive of any rights or
remedies which it may or would otherwise have or to which Lender may be entitled, and no delays or
omissions by Lender in exercising or enforcing any of Lender’s rights and remedies shall operate as
or constitute a waiver thereof. No waiver by Lender of any default hereunder or under any other
agreement, no single or partial exercise of any of Lender’s rights or remedies, and no other
agreement or transaction, of whatever nature entered into between Lender and Borrowers at any time,
whether before, during or after the date hereof, shall preclude the other or further exercise of
Lender’s rights and remedies. No waiver or modification on Lender’s part on any one occasion shall
be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver.



12. MISCELLANEOUS.



12.1 Except as required by law, Lender shall have no duty as to the collection or protection
of the Collateral beyond the safe and prudent custody of such of the Collateral as may come into
the possession of Lender and shall have no duty as to the preservation of rights against prior
parties or any other rights pertaining thereto. Lender may exercise its rights with respect to the
Collateral without resort or regard to other collateral or sources of satisfaction of the
Obligations;



12.2 Any demand, notices and other correspondence to Borrowers or any other party hereto by
Lender in connection with the within Agreement shall be deemed effective when deposited in the
United States mail and sent by registered or certified mail, postage prepaid or by recognized
overnight courier and addressed to Borrowers’ address as set forth on the first page of this
Agreement, which addresses may be changed on seven (7) days written notice given Lender by
certified mail, return receipt requested. All notices and other correspondence to Lender by
Borrowers in connection with the within Agreement shall be to Lender’s principal office, or as
Lender may otherwise specify from time to time;



12.3 To the extent possible, each provision of this Agreement shall be interpreted in a manner
as to be valid, legal and enforceable. Any determination that any provision of the within
Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any
instance shall not affect the validity, legality and enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provision of the within
Agreement. In the event of a conflict between this Agreement and the Note, the Note shall govern;



12.4 The recitals and paragraph headings throughout this instrument are for convenience and
reference only, and the words contained therein shall in no way be held to explain, modify, amplify
or aid in the interpretation, construction or meaning of the provisions of this Agreement;



12.5 The within Agreement shall remain in full force and effect until specifically terminated
in writing by a duly authorized officer of Lender;



12.6 This Agreement shall be binding upon each of Borrowers and their representatives, heirs,
executors, administrators, successors and assigns, and shall inure to the benefit of Lender and
Lender’s successors and assigns, provided however, that Borrowers may not assign
any of their rights or delegate any of its Obligations hereunder without the prior written consent
of Lender which consent may be withheld for any reason or for no reason at the sole discretion of
Lender. Conversely, Lender may, from time to time, and at its sole discretion, sell, assign,
transfer, participate or otherwise dispose of all or any part of this Agreement and/or the Loan
Documents;



12.7 In the event Lender is at any time required to turn over, disgorge or repay (whether to
the undersigned, a Trustee in Bankruptcy or to third parties) any payment previously received by
Lender with respect to any of the Obligations (whether received from the undersigned or third
parties), then the amount of the Obligations secured by the Collateral shall be increased by the
amount so turned over or disgorged by Lender, plus the reasonable expenses incurred by Lender in
the process, to the same extent as if the amount in question and expenses had been advanced by
Lender at the inception of the Obligations and had remained unpaid since that date, whether or not
all Obligations had otherwise been paid at the date of turn over, all of which shall be payable ON
DEMAND. If the Obligations had previously been paid in full, this Agreement (notwithstanding any
of the terms hereof) shall be deemed revived and in full force and effect with respect to such
payments;



12.8 This Agreement shall be deemed to have been delivered and accepted by Lender in the State
of New Hampshire, and is governed exclusively by the laws of the State of New Hampshire. The
parties hereto hereby agree that any action hereon between the parties hereto and their successors
in interest shall be maintained in a court of competent jurisdiction located within the State of
New Hampshire, and consent to the jurisdiction of any such New Hampshire court for all purposes
connected herewith;



12.9 This Agreement may be executed in multiple counterpart copies, any one of which when duly
executed with all of the formalities hereof, shall be fully binding and effective as the original
of this Agreement;



12.10 Excepting only the other Loan Documents executed concurrently herewith and the
Commitment Letter by and between Borrowers and Lender dated November 7, 2007, this Agreement
supersedes all prior agreements relating to the Loan. In the event of a conflict between this
Agreement and any commitment letter, this Agreement shall govern. This Agreement shall be amended
only by a subsequent writing executed with all the formalities hereof;



12.11 THE LENDER AND BORROWERS HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OR ANY RIGHT TO DEMAND A
TRIAL BY JURY WITH RESPECT TO ANY ISSUES OR SUITS WHICH MAY ARISE IN CONNECTION WITH THIS LOAN
AGREEMENT OR THE OTHER LOAN DOCUMENTS;



12.12 This Agreement and all other Loan Documents and documents which have been or may
hereinafter be furnished by or to either of Borrowers or by Lender may be reproduced by Lender by
any photographic, photostatic, microfilm, xerographic or similar process, and Lender may destroy
the original from which such document was so reproduced. Any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made in the normal course of
business); and



12.13 Each party hereto intends that this Agreement shall not benefit or create any right or
cause of action in or on behalf of any person other than the parties hereto.



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





3






IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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)



	 	 	 
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	DOVER SADDLERY, INC.

(a Massachusetts Corporation)
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	SMITH BROTHERS, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	







4




	 	 	 
	
 
	 	DOVER SADDLERY RETAIL, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	OLD DOMINION ENTERPRISES, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	DOVER SADDLERY DIRECT, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	LENDER:
	
 
	 	RBS CITIZENS, NATIONAL ASSOCIATION
	     

Witness

	 	By:      

Name:
	
 
	 	Title:






5




SCHEDULE 6.4




Litigation







6






SCHEDULE 6.8




Compliance with Laws






7






SCHEDULE 6.9




Permitted Encumbrances






8






SCHEDULE 6.10




Legal Names





9






SCHEDULE 6.11




Locations of Collateral







10






SCHEDULE 6.12




Intellectual Property Schedule







11






SCHEDULE 6.15




Capitalization





12