EX-10.60






Exhibit 10.60




REVOLVING CREDIT NOTE




$18,000,000.00 December      , 2007



BORROWERS’ NAME AND ADDRESS:



DOVER SADDLERY, INC.


a Delaware corporation



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



DOVER SADDLERY DIRECT, INC.


a Massachusetts corporation



All with an address of:



525 Great Road


Littleton, Massachusetts 01460



(collectively the “Borrowers”)



LENDER’S NAME AND ADDRESS



RBS CITIZENS, NATIONAL ASSOCIATION (the “Lender”)


875 Elm Street


Manchester, New Hampshire 03101




	 	 	PRINCIPAL AMOUNT: Eighteen Million Dollars ($18,000,000.00) (“Principal Amount”)





MATURITY DATE: January 31, 2011 (“Maturity Date”)



1. PROMISE TO PAY. FOR VALUE RECEIVED, Borrowers, hereby jointly and severally, promise to
pay to the order of Lender, or to any holder, at Lender’s address or at such other place as Lender,
or any subsequent holder hereof, may in writing designate, in lawful currency of the United States
of America, as herein provided, the Principal Amount outstanding, with interest thereon, from the
date of the first advance hereunder, on the Principal Amount from time to time outstanding at the
Applicable Interest Rate, as defined below. This Note is issued pursuant to, and is subject to,
the terms and conditions of a Loan and Security Agreement between Borrowers and Lender of even date
(the “Loan Agreement”), all of which are incorporated herein by reference as if set forth in full
herein.



2. DEFINITIONS. As used herein, the following terms shall have the meanings set forth
below:



“Account” means account #      maintained by the Lender in the name of
the Borrower.



“Applicable Interest Rate” means either the Adjusted LIBOR Rate, the LIBOR Advantage
Rate or the Prime Rate in effect at any given time pursuant to the terms hereof on a portion or all
of the Principal Amount outstanding. At any time the Principal Amount is not subject to the LIBOR
Loan Rate or the LIBOR Advantage Rate it shall bear interest at the Prime Rate.



“Adjusted LIBOR Rate” means, relative to a LIBOR Rate Loan, a rate per annum
determined by dividing (x) the LIBOR Rate for such LIBOR Interest Period by (y) a percentage equal
to one hundred percent (100%) minus the LIBOR Reserve Percentage plus the LIBOR Rate Margin.



“Business Day” means:




	 	(a)	 	any day which is neither a Saturday or Sunday nor a legal holiday
on which commercial banks are authorized or required to be closed in Manchester,
New Hampshire;






	 	(b)	 	when such term is used to describe a day on which a borrowing,
payment, prepayment or repayment is to be made in respect of a LIBOR Rate Loan,
any day which is (i) neither a Saturday or Sunday nor a legal holiday on which
commercial banks are authorized or required to be closed in New York City; and
(ii) a London Banking Day; and






	 	(c)	 	when such term is used to describe a day on which an interest rate
determination is to be made in respect of a LIBOR Rate Loan, any day which is a
London Banking Day.





“EBITDA” shall have the meaning set forth in the Loan Agreement;



“Funded Debt” shall have the meaning set forth in the Loan Agreement.



“Funding Date” means the      day of      , 2007.



“Hedging Contracts” 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.



“Hedging Obligations” means, with respect to the Borrowers, all liabilities of the
Borrowers to the Lender under Hedging Contracts.



“Interest Payment Date” means for a LIBOR Rate Loan (a) the last Business Day of each
LIBOR Interest Period, or (b) for a LIBOR Advantage Loan, initially, the      day of      ,
200     (which may be any day chosen by the Borrower), and thereafter the day of each succeeding
month which numerically corresponds to such date or, if a month does not contain a day that
numerically corresponds to such date, the LA Interest Payment Date shall be the last day of such
month, or (c) for a Prime Rate Loan the last Business Day of the month.



“LA Interest Period” means, with respect to any LIBOR Advantage Loan, the period
commencing on (and including) the date any LIBOR Advantage Loan is made (the “Start Date”) and
ending on (but excluding) the date which numerically corresponds to such date one month later, and
thereafter, each one month period ending on the day of such month that numerically corresponds to
the Start Date. If an LA Interest Period is to end in a month for which there is no day which
numerically corresponds to the Start Date, the LA Interest Period will end on the last day of such
month. Notwithstanding the date of commencement of any LA Interest Period, interest shall only
begin to accrue as of the date the initial LIBOR Advantage Loan is made hereunder.



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



	 	 	 	 	 
	
 
	 	When Funded Debt to EBITDA is:
	 	Spread %
	
 
	 	 	 	 







	 	•	 	greater than 5.00:1.00 plus 2.85%






	 	•	 	less than or equal to 5.00:1.00 plus 2.70%
but greater than 4.50:1.00






	 	•	 	less than or equal to 4.50:1.00 plus 2.45%
but greater than 4.00:1.00






	 	•	 	less than or equal to 4.00:1.00 plus 2.20%
but greater than 3.00:1.00






	 	•	 	less than or equal to 3.00:1.00 plus 1.95%





For purposes of the LA Margin, the above covenant shall be tested and measured quarterly on a
trailing four (4) quarters basis.



“LIBOR Advantage Loan” shall mean any loan or advance for which the applicable rate of
interest is based upon the LIBOR Advantage Rate.



“LIBOR Advantage Rate” means, relative to any LA Interest Period, the offered rate for
delivery in two London Banking Days of deposits of U.S. Dollars for a term coextensive with the
designated LA Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of
11:00 a.m. London time on the day on which such LA Interest Period commences plus the LA Margin.
If the first day of any LA Interest Period is not a day which is both a (i) Business Day, and (ii)
a London Banking Day, the LIBOR Advantage Rate shall be determined by reference to the next
preceding day which is both a Business Day and a London Banking Day. If for any reason the LIBOR
Advantage Rate is unavailable and/or the Lender is unable to determine the LIBOR Advantage Rate for
any LA Interest Period, the Lender may, at its discretion, either: (a) select a replacement index
based on the arithmetic mean of the quotations, if any, of the interbank offered rate by first
class banks in London or New York with comparable maturities or (b) accrue interest at a rate equal
to the Lender’s prime rate as of the first day of any LA Interest Period for which the LIBOR
Advantage Rate is unavailable or cannot be determined



“LIBOR Interest Period” means, in the case of a LIBOR Rate Loan:




	 	(i)	 	initially, the period beginning on (and including) the Funding
Date and ending on (but excluding)      , 2007 (the “Stub Period”);
and






	 	(ii)	 	then, each period commencing on (and including) the last day of the
Stub Period and ending on (but excluding) the day which numerically corresponds
to such date one month thereafter (or, if such month has no numerically
corresponding day, on the last Business Day of such month); and






	 	(iii)	 	thereafter, each period commencing on the last day of the next
preceding LIBOR Interest Period and ending one month thereafter;





provided, however, that




	 	(a)	 	if the Borrowers have or may incur Hedging Obligations with the
Lender in connection with the this Note, the LIBOR Interest Period shall be of
the same duration as the relevant period set under the applicable Hedging
Contract;






	 	(b)	 	if such LIBOR Interest Period would otherwise end on a day which is
not a Business Day, such LIBOR Interest Period shall end on the next following
Business Day unless such day falls in the next calendar month, in which case such
LIBOR Interest Period shall end on the first preceding Business Day; and






	 	(c)	 	no LIBOR Interest Period may end later than the termination of this
Agreement.





“LIBOR Rate” means, relative to any LIBOR Interest Period for a LIBOR Rate Loan, the
offered rate for deposits of U.S. Dollars in an amount approximately equal to the amount of the
LIBOR Rate Loan for a one month period which the British Bankers’ Association fixes as its LIBOR
rate as of 11:00 a.m. London time on the day which is two London Banking Days prior to the
beginning of such LIBOR Interest Period. If the Lender cannot determine such offered rate by the
British Bankers’ Association, the Lender may, in its discretion, select a replacement index based
on the arithmetic mean of the quotations, if any, of the interbank offered rate by first class
banks in London or New York for deposits in comparable amounts and maturities.



“LIBOR Rate Loan” means the period(s) when the Applicable Interest Rate for any loan
or advance is calculated by reference to the Adjusted LIBOR Rate in the manner set forth herein.
LIBOR Rate Loans shall be in a minimum amounts of One Hundred Thousand Dollars ($100,000.00).



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



	 	 	 	 	 
	
 
	 	When Funded Debt to EBITDA is:
	 	Spread %
	
 
	 	 	 	 







	 	•	 	greater than 5.00:1.00 plus 2.85%






	 	•	 	less than or equal to 5.00 to 1.00 plus 2.70%
but greater than 4.50:1.00






	 	•	 	less than or equal to 4.50:1.00 plus 2.45%
but greater than 4.00:1.00






	 	•	 	less than or equal to 4.00:1.00 plus 2.20%
but greater than 3.00:1.00






	 	•	 	less than or equal to 3.00:1.00 plus 1.95%





For purposes of the LIBOR Rate Margin, the above covenant shall be tested and measured
quarterly on a trailing four (4) quarters basis.



“LIBOR Reserve Percentage” means, relative to any day of any LIBOR Interest Period,
the maximum aggregate (without duplication) of the rates (expressed as a decimal fraction) of
reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and
taking into account any transitional adjustments or other scheduled changes in reserve
requirements) under any regulations of the Board of Governors of the Federal Reserve System (the
“Board”) or other governmental authority having jurisdiction with respect thereto as issued from
time to time and then applicable to assets or liabilities consisting of “Eurocurrency Liabilities”,
as currently defined in Regulation D of the Board, having a term approximately equal or comparable
to such Interest Period..



“London Banking Day” means any day on which dealings in US dollar deposits are
transacted in the London interbank market.



“Prime Rate” shall mean a rate per annum equal to the rate of interest announced in
the Wall Street Journal from time to time as its “Prime Rate”. Any change in the Prime Rate shall
be effective immediately from and after such change in the Prime Rate. Interest accruing by
reference to the Prime Rate shall be calculated on the basis of actual days elapsed and a 360-day
year. The Borrower acknowledges that the Lender may make loans to its customers above, at or below
the Prime Rate.



“Prime Rate Loan” means any Loan for the period(s) when the rate of interest
applicable to such Loan is calculated by reference to the Prime Rate.



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



	 	 	 	 	 
	
 
	 	When Funded Debt to EBITDA is:
	 	Spread %
	
 
	 	 	 	 







	 	•	 	greater than 5.00:1.00 plus 0.25%






	 	•	 	less than or equal to 5.00:1.00 zero percent
but greater than 4.50:1.00






	 	•	 	less than or equal to 4.50:1.00 less 0.25%
but greater than 4.00:1.00






	 	•	 	less than or equal to 4.00:1.00 less 0.50%
but greater than 3.00:1.00






	 	•	 	less than or equal to 3.00:1.00 less 0.75%





For purposes of the Prime Rate Margin, the above covenant shall be tested and measured
quarterly on a trailing four (4) quarters basis.



3. FUNDING OF THE LOAN.



On the Funding Date, subject to the terms and conditions of the Loan Agreement, the Loan shall
be made available to the Borrower no later than 11:00 a.m. New York time by a deposit to the
Account (or as otherwise instructed by the Borrower in writing) in the full principal amount of the
Loan. The Loan shall initially be classified as a Prime Rate Loan.



1



4. INTEREST AND PRINCIPAL PAYMENTS.



4.1 Interest on the outstanding Principal Amount, when classified as a: (i) LIBOR Rate Loan,
shall accrue during each LIBOR Interest Period at a rate per annum equal to the sum of the Adjusted
LIBOR Rate for such LIBOR Interest Period plus the LIBOR Rate Margin and shall be due and payable
on each Interest Payment Date and on the Maturity Date; (ii) LIBOR Advantage Loan shall accrue
during the LA Interest Period at a rate per annum equal to the sum of the LIBOR Advantage Rate for
such LA Interest Period plus the LA Margin and shall be due and payable on each LA Interest Payment
Date and on the Maturity Date; or (ii) Prime Rate Loan, shall accrue at a rate per annum equal to
the sum of the Prime Rate plus the Prime Rate Margin, and shall be due and payable on each Interest
Payment Date and on the Maturity Date. Interest shall be calculated for the actual number of days
elapsed on the basis of a 360-day year, including the first date of the applicable period to, but
not including, the date of repayment.



4.2 The Principal Amount and all accrued and outstanding interest thereon shall be due in full
on the Maturity Date.



5. ADVANCES; CONVERSION AND CONTINUATION ELECTIONS.



5.1 Advances and re-advances hereunder shall be made in accordance with and upon the terms
and conditions of the Loan Agreement.



5.2 By delivering a telephonic (confirmed in writing) conversion/continuation notice to the
Lender on or before 10:00 a.m., New York time, on a Business Day, the Borrowers may from time to
time irrevocably elect, on not less than two nor more than five Business Days’ notice, that all, or
any portion of a Prime Rate Loan or a LIBOR Advantage Loan be converted and/or continued on the
last day of an Interest Period into a LIBOR Rate Loan, provided, however, that no
portion of the outstanding Principal Amount may be converted to or continued as a LIBOR Rate Loan
when any default or Event of Default has occurred and is continuing, and provided further, that all
accrued interest on the principal amount of any Prime Rate or LIBOR Advantage Rate Loan to be
converted hereunder is paid in full.



5.3 Upon the expiration of a LIBOR Interest Period, any LIBOR Rate Loan shall automatically
be continued as a LIBOR Rate Loan at the then applicable Adjusted LIBOR Rate and in an amount equal
to the principal amount of the expiring LIBOR Rate Loan; provided, however, that no
portion of the outstanding Principal Amount of a LIBOR Rate Loan may be continued as a LIBOR Rate
Loan when any Event of Default has occurred and is continuing. If any Event of Default has
occurred and is continuing (if the Lender does not otherwise elect to exercise any right to
accelerate this Note), the LIBOR Rate Loan shall automatically be continued as a LIBOR Advantage
Loan on the first day of the next Interest Period.



5.4 Provided no Event of Default has occurred, and no event which but for the passage of
time, the giving of notice or both has occurred which would constitute an Event of Default, the
Borrowers shall have the option to enter into Hedging Contracts for up to Eight Million Dollars
($8,000,000.00) of LIBOR Rate Loans upon the Lender’s standard terms and conditions.



6. PREPAYMENTS. Prepayments are subject to the following:



6.1 When classified as a Prime Rate Loan or a LIBOR Advantage Loan, principal may be repaid
in whole or in part without penalty. When classified as a LIBOR Rate Loan, the Principal Amount
may be prepaid upon the terms and conditions set forth herein. The Borrowers acknowledge that
additional obligations may be associated with any such prepayment under the terms and conditions of
any applicable Hedging Contracts. The Borrowers shall give the Lender, no later than 10:00 a.m.,
New York City time, at least four (4) Business Days notice of any proposed prepayment of the LIBOR
Rate Loan, specifying the proposed date of payment and the Principal Amount to be paid. Each
partial prepayment of the principal amount of the LIBOR Rate Loan shall be in an integral multiple
of $1,000.00 and accompanied by the payment of all charges outstanding on the LIBOR Rate Loan
(including the LIBOR Breakage Fee, as set forth below) and of all accrued interest on the principal
repaid to the date of payment.



6.2 Upon any prepayment of a LIBOR Rate Loan on any day that is not the last day of the
relevant LIBOR Interest Period (regardless of the source of such prepayment and whether voluntary,
by acceleration or otherwise), the Borrowers shall pay an amount (“LIBOR Breakage Fee”), as
calculated by the Lender, equal to the amount of any losses, expenses and liabilities (including
without limitation any loss of margin and anticipated profits) that Lender may sustain as a result
of such default or payment. The Borrowers understand, agrees and acknowledges that: (i) the Lender
does not have any obligation to purchase, sell and/or match funds in connection with the use of the
LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR
Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have
accepted the LIBOR Rate as a reasonable and fair basis for calculating the LIBOR Breakage Fee and
other funding losses incurred by the Lender. Borrowers further agree to pay the LIBOR Breakage Fee
and other funding losses, if any, whether or not the Lender elects to purchase, sell and/or match
funds.



7. LATE FEES/DEFAULT RATE OF INTEREST. Borrowers shall pay to Lender in addition to all
other amounts then due a late charge equal to the lesser of Thirty Five Dollars ($35.00) or five
percent (5%) of any payment not received by Lender ten (10) days after such payment is due.
Acceptance by Lender of any late payment charge shall not be deemed a waiver of any Event of
Default or demand previously made by Lender. Furthermore, after any Event of Default under the
Loan Agreement (or any other Loan Document referenced therein) the Applicable Interest Rate payable
hereunder shall be equal to the Applicable Interest Rate payable prior to the Event of Default plus
three percent (3.0%) (“Default Interest Rate”).



8. LIBOR RATE LENDING UNLAWFUL. If the Lender shall determine (which determination shall,
upon notice thereof to the Borrowers be conclusive and binding on the Borrowers) that the
introduction of or any change in or in the interpretation of any law, rule, regulation or
guideline, (whether or not having the force of law) makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for the Lender to make, continue or maintain
this Note as, or to convert any principal hereunder into, a LIBOR Rate Loan, then any such LIBOR
Rate Loans, as applicable, shall, upon such determination, forthwith be suspended until the Lender
shall notify the Borrowers that the circumstances causing such suspension no longer exist, and all
LIBOR Rate Loans of such type shall automatically convert into Prime Rate Loans at the end of the
then current LIBOR Interest Periods with respect thereto or sooner, if required by such law and
assertion.



9. INCREASED COSTS. If, on or after the date hereof, the adoption of any applicable law,
rule or regulation or guideline (whether or not having the force of law), or any change therein, or
any change in the interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance
by the Lender with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency:




	 	(a)	 	shall impose, modify or deem applicable any reserve, special
deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System of
the United States) against assets of, deposits with or for the account of, or
credit extended by, the Lender or shall impose on the Lender or on the London
interbank market any other condition affecting the LIBOR Rate Loan or its
obligation to make the LIBOR Rate Loan; or






	 	(b)	 	shall impose on Lender any other condition affecting the LIBOR Rate
Loan or its obligation to make the LIBOR Rate Loan;





and the result of any of the foregoing is to increase the cost to the Lender of making or
maintaining any advance hereunder as a LIBOR Rate Loan, or to reduce the amount of any sum received
or receivable by the Lender under this Agreement with respect thereto, by an amount deemed by the
Lender to be material, then, within 15 days after demand by the Lender, the Borrowers shall pay to
the Lender such additional amount or amounts as will compensate the Lender for such increased cost
or reduction.



10. INCREASED CAPITAL COSTS. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other governmental authority affects or would affect the amount of capital required or
expected to be maintained by the Lender, or person controlling the Lender, and the Lender
determines (in its sole and absolute discretion) that the rate of return on its or such controlling
person’s capital as a consequence of its commitments or the advances made by the Lender are reduced
to a level below that which the Lender or such controlling person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from time to time by the
Lender to the Borrowers, the Borrowers shall immediately pay directly to the Lender additional
amounts sufficient to compensate the Lender or such controlling person for such reduction in rate
of return. A statement of the Lender as to any such additional amount or amounts (including
calculations thereof in reasonable detail) shall, in the absence of manifest error, be conclusive
and binding on the Borrowers. In determining such amount, the Lender may use any method of
averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.



11. TAXES. All payments by the Borrowers of principal of, and interest on, the LIBOR Rate
Loan and all other amounts payable hereunder shall be made free and clear of and without deduction
for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing authority, but
excluding franchise taxes and taxes imposed on or measured by the Lender’s net income or receipts
(such non-excluded items being called “Taxes”). In the event that any withholding or deduction
from any payment to be made by the Borrowers hereunder is required in respect of any Taxes pursuant
to any applicable law, rule or regulation, then the Borrowers will:




	 	(a)	 	pay directly to the relevant authority the full amount required to
be so withheld or deducted;






	 	(b)	 	promptly forward to the Lender an official receipt or other
documentation satisfactory to the Lender evidencing such payment to such
authority; and






	 	(c)	 	pay to the Lender such additional amount or amounts as is necessary
to ensure that the net amount actually received by the Lender will equal the full
amount the Lender would have received had no such withholding or deduction been
required.





Moreover, if any Taxes are directly asserted against the Lender with respect to any payment
received by the Lender hereunder, the Lender may pay such Taxes and the Borrowers will promptly pay
such additional amount (including any penalties, interest or expenses) as is necessary in order
that the net amount received by the Lender after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount the Lender would have received had not such Taxes
been asserted.



If the Borrowers fails to pay any Taxes when due to the appropriate taxing authority or fails to
remit to the Lender the required receipts or other required documentary evidence, the Borrowers
shall indemnify the Lender for any incremental Taxes, interest or penalties that may become payable
by the Lender as a result of any such failure



11. UNAVAILABILITY OF LIBOR RATE. In the event that Borrowers shall have requested a LIBOR
Rate Loan and Lender, in its sole discretion, shall have determined that U.S. dollar deposits in
the relevant amount and for the relevant LIBOR Interest Period are not available to the Lender in
the London interbank market; or by reason of circumstances affecting the Lender in the London
interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate
applicable to the relevant LIBOR Interest Period; or the LIBOR Rate no longer adequately and fairly
reflects the Lender’s cost of funding loans; upon notice from the Lender to the Borrowers, the
obligations of the Lender under the Loan Agreement to make or continue any loans as, or to convert
any loans into, LIBOR Rate Loans of such duration shall forthwith be suspended until the Lender
shall notify the Borrowers that the circumstances causing such suspension no longer exist.



12. EVENT OF DEFAULT. Each of the following events shall constitute an Event of Default
hereunder entitling Lender to declare all principal, interest and other charges immediately due in
full: any failure by Borrowers to make a payment of principal or interest, or any other sum
payable hereunder as and when due not cured within five (5) days after written notice from Lender;
or the occurrence of any Event of Default as defined in the Loan Agreement or any Loan Document
referenced therein; or if on the Maturity Date Borrowers have not paid its obligations hereunder in
full.



13. WAIVERS. Borrowers and all sureties, endorsers and guarantors of this Note hereby (a)
waive demand, presentment for payment, notice of nonpayment, protest, notice of protest and all
other notice, filing of suit and diligence in collecting this Note, in enforcing any of the
security rights or in proceeding against any of the property covered by the Loan Documents, (b)
agree to any substitution, exchange, addition or release of any such property or the addition or
release of any party or person primarily or secondarily liable hereon, (c) agree that Lender shall
not be required first to institute any suit, or to exhaust its remedies against Borrowers or any
other person or party in order to enforce payment of this Note or any guaranty, (d) consent to any
extension, rearrangement, renewal or postponement of time of payment of this Note and to any other
indulgence with respect hereto without notice, consent or consideration to any of them, (e) waive
any defense arising out of the negligent disposition of any collateral or alleged release of any
parties, and (f) agree that, notwithstanding the occurrence of any of the foregoing, except as to
any such person expressly released in writing by Lender they shall be and remain jointly and
severally, directly and primarily, liable for all sums due hereunder.



14. RIGHT OF SET-OFF. Upon the occurrence of any Event of Default, or upon notice of issue
of any legal process by which process any of Borrowers’ assets in the possession of Lender may be
trusteed, attached or levied upon, and in addition to the other rights contained herein, Lender
shall have the immediate and unconditional right of off-set against all demand deposits, accounts,
certificates, securities, choses in action and all other rights or property of Borrowers or any
guarantor reflecting an obligation of Lender to Borrowers or of any guarantor, or any endorser, or
any of them, which are then maintained with (or in existence as against) Lender (“Cash
Collateral”). Borrowers and all guarantors hereby expressly grant to Lender a security interest in
the said Cash Collateral pursuant to RSA 382-A:9-101 et seq.



15. GENERAL PROVISIONS.



15.1 No delay or omission on the part of Lender in exercising any right hereunder shall
operate as a waiver of such right, or of any other right of Lender, nor shall any delay, omission
or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any
future occasion. No single or partial exercise of a power hereunder shall preclude other exercises
thereof, or the exercise of any other power hereunder.



15.2 Any reference herein to a party in the masculine gender shall be construed in the
feminine or neuter gender, as the context may require.



15.3 If this Note is in default, or is collected or attempted to be collected by the
initiation or prosecution of any suit or through any probate or bankruptcy court, or by any other
judicial proceeding, or is placed in the hands of an attorney for collection, then Borrowers shall
pay, in addition to all other amounts owing hereunder, all collection costs, court costs,
appraisers fees and reasonable attorney’s fees and every other cost incurred by Lender (“costs”).
Said costs shall be added to the principal amount and interest at the Default Interest Rate, shall
accrue thereon at said rate from the date of demand until this Note (including said costs) is paid
in full.



15.4 This Note 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.



15.5 If Lender shall pay any tax, lien, insurance or other charge legally due on account of
any property serving as collateral for this Note, the amount of said payment may either be added to
the principal of this Note, to bear interest thereafter at the Default Interest Rate, or may be
payable to Lender ON DEMAND with interest as provided herein, as Lender may elect. Such sums will
be secured by the Loan Documents equally with the principal and interest hereof.



15.6 In the event any payment of principal or interest received upon this obligation and paid
by Borrowers or any guarantor, surety, co-Borrower or endorser, shall be deemed by final order of a
court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under
the bankruptcy or insolvency laws of the United States, or otherwise, then in such event to the
extent thereof, the obligation of the undersigned, or any guarantor, surety, co-maker or endorser
shall, jointly and severally, survive as an obligation due hereunder and shall not be discharged or
satisfied by said payment or payments, which obligation shall be payable ON DEMAND with interest as
provided herein, notwithstanding return by Lender hereof to said parties of this original hereof or
any guaranty, endorsement or the like.



15.7 If this Note is executed by more than one party, references to the undersigned include
each and all of them and they shall be jointly and severally liable hereunder. This Note shall
inure to the benefit of Lender, its successors, assigns, endorsees and any person to whom Lender
may grant any interest in this Note, including without limitation, a participation interest by
another bank or financial institution, and shall be binding upon the undersigned and the
successors, assigns, heirs, executors, administrators and other legal representatives thereof; this
Note is not intended to create any right or other cause of action in or on behalf of any person
other than Lender, its successors, assigns, endorsees and any person to whom Lender may grant any
interest in this Note.



15.8 To the extent possible, each provision of this Note shall be interpreted in a manner as
to be valid, legal and enforceable under applicable law. If any provision of this Note shall be
held invalid, illegal or unenforceable, such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability and the validity, legality and enforceability of
the remaining provisions hereof will not in any way be affected or impaired thereby.



15.9 This Note may be extended, modified, or renewed by mutual agreement of Lender and
Borrowers without releasing, discharging or affecting the liability of Borrowers or any sureties,
endorsers or guarantors of this Note.



15.10 This Note shall have the effect of an instrument executed under seal.



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





2






IN WITNESS WHEREOF, Borrowers have caused this Note to be duly executed as of the date 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:

	 	

	
 
	 	DOVER SADDLERY RETAIL, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	OLD DOMINION ENTERPRISES, INC.
	     

Witness

	 	By:      

Name:
	Title:

	 	

	
 
	 	DOVER SADDLERY DIRECT, INC.
	     

Witness

	 	By:      

Name:







Title:




3