or the Related Documents. Borrower
acknowledges that it and its counsel have reviewed and negotiated this Agreement
and the other Mezzanine Loan Documents and the Related Documents and Borrower
agrees that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be applied in construing this
Agreement or the other Mezzanine Loan Documents or Related Documents.
Section 10.16
JURY WAIVER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
AND LENDER TOGETHER WITH THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WAIVE THEIR
RESPECTIVE RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY ACTION, SUIT, PROCEEDING,
OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OF THE MEZZANINE LOAN DOCUMENTS OR RELATED DOCUMENTS, THE COLLATERAL OR THE
OBLIGATIONS, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, AND AGREE NOT TO SEEK TO CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT
BEEN WAIVED. BORROWER REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVER WITH
ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH ITS LEGAL COUNSEL, AND AGREES THAT IN THE EVENT OF
LITIGATION THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT WITHOUT A JURY. BORROWER ACKNOWLEDGES THAT LENDER HAS NOT AGREED OR
REPRESENTED THAT THE PROVISIONS OF THIS WAIVER WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.
4
IN WITNESS WHEREOF, the parties hereto have caused this Mezzanine Loan Agreement
to be duly executed as an instrument under seal as of the day and year first
written above.
BORROWER:
DOVER SADDLERY, INC.
By:
WITNESSED:
-
Print Name
Name:
Title:
LENDER:
BCA MEZZANINE FUND, L.P.
BY: BCA MEZZANINE PARTNERS, LLC
Its General Partner
By:
WITNESSED:
-
Print Name
Name: Gregory F. Mulligan
Title: Managing Member
5
EXHIBIT 2.1
FORM OF MEZZANINE NOTE
6
Exhibit 4.3(a)
CAPITALIZATION TABLE OF BORROWER
7
8
Exhibit 4.3(b)
CAPITALIZATION TABLES OF SUBSIDIARIES
EXHIBIT 4.5
LITIGATION
9
EXHIBIT 4.7
MATERIAL CHANGES
10
EXHIBIT 4.8
LICENSES, PERMITS, THIRD PARTY CONSENTS, COMPLIANCE WITH LAW
11
EXHIBIT 4.11
INTELLECTUAL PROPERTY
12
EXHIBIT 4.12
13
TAX CLAIMS
EXHIBIT 4.13
ERISA MATTERS
14
EXHIBIT 4.20
EXISTING INDEBTEDNESS
15
EXHIBIT 5.1
USE OF FUNDS
16
EXHIBIT 5.2(e)
COVENANT COMPLIANCE CERTIFICATE
17
EXHIBIT 5.18
FORM OF CONFIDENTIALITY, NON-DISCLOSURE AND NON-USE AGREEMENT
18
EXHIBIT 6.2
SCHEDULE OF PERMITTED DEBT
19