exv10w68






EXHIBIT 10.68




SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT




     THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is dated as of the 10th
day of May, 2010, 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 and Lender are parties to a Loan and Security Agreement dated December 11,
2007, ( as amended, the “Loan Agreement”) whereby, inter alia, the Borrowers borrowed up to
Eighteen Million Dollars ($18,000,000.00) in the form of a revolving line of credit loan, which
loan was reduced to $14,000,000 and will be further reduced to 13,000,000 pursuant to a previous
amendment; and



     WHEREAS, the parties wish to amend the Loan Agreement to extend the line of credit loan; and



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



     1. EXTENSION.



     The revolving line of credit loan is extended to May 1, 2011.



     2. FEES AND EXPENSES.



     Borrowers will pay an administration fee equal to One Thousand Dollars ($1,000.00) and all of
Lender’s costs and expenses incurred in preparation of this Amendment and the documents and
instruments executed herewith.



     3. RATIFICATION.



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



     4. REAFFIRMATION.



 









 





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



     5. AUTHORITY.



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



     IN WITNESS WHEREOF, the parties have executed this Amendment the date and time first above
written.



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





 









 








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



	 	 	 	 	 	 	 

	 

	 	 	 	BORROWERS:
	 
	 	 	 	 	 	 
	 

	 	 	 	DOVER SADDLERY, INC.

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


	 	 
	 	By:  
	/s/ Stephen L. Day
 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 its CEO and President
	 
	 	 	 	 	 	 
	 

	 	 	 	DOVER SADDLERY, INC.

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


	 	 
	 	By:  
	/s/ Stephen L. Day
 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 Director
	 
	 	 	 	 	 	 
	 

	 	 	 	SMITH BROTHERS, INC.
	 
	 	 	 	 	 	 
	/s/ Michael W. Bruns
 


	 	 	 	By:  
	/s/ Stephen L. Day
 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 Director
	 
	 	 	 	 	 	 
	 

	 	 	 	DOVER SADDLERY RETAIL, INC.
	 
	 	 	 	 	 	 
	/s/ Michael W. Bruns
 


	 	 	 	By:  
	/s/ Stephen L. Day 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 Director






 









 






	 	 	 	 	 	 	 

	 

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


	 	 	 	By:  
	/s/ Stephen L. Day
 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 Director
	 
	 	 	 	 	 	 
	 

	 	 	 	DOVER SADDLERY DIRECT, INC.
	 
	 	 	 	 	 	 
	/s/ Michael W. Bruns
 


	 	 	 	By:  
	/s/ Stephen L. Day
 

	Witness

	 	 	 	 	Name: 	 Stephen L. Day 
	

	 	 	 	 	Title: 	 Director
	 
	 	 	 	 	 	 
	 

	 	 	 	LENDER:
	 
	 	 	 	 	 	 
	 

	 	 	 	RBS CITIZENS, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	/s/
Deborah Barry
  

	 	 	 	By:  
	/s/ Lori A. Chandonnais 

	Witness
	 	 	 	 	Name: 	 Lori A. Chandonnais 
	
	 	 	 	 	Title: 	 Senior Vice President