EXHIBIT 10.13
Amendment to Stock Purchase Agreement
This Amendment is made this 17th day of September, 1998 by and among ▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Sellers (the "Sellers"),
and Dover Saddlery, Inc., a Delaware corporation having its principal place of
business at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as Buyer (the
"Buyer"). .
Reference is made to a certain Stock Purchase Agreement (the "Purchase
Agreement") of even date herewith by and among Sellers and Buyer providing for
the sale of Dover Saddlery, Inc., a . Massachusetts corporation (not to be
confused with Buyer) and having its principal offices in Holliston, MA (the
"Company"). For good and valuable consideration from each party to the other, .
the receipt and sufficiency of which is hereby acknowledged, the parties hereby
amend the Purchase Agreement as follows:
1. The parties have decided that the purchase price adjustment provisions
of the Agreement tied to there being a minimum cash balance on hand at closing,
as more particularly described in Section 2A(b)(i) of the Agreement is to be,
and hereby is, replaced with an alternative adjustment tied to the Company's net
worth, on the Closing Date, as calculated in accordance with Section 2, below.
Consequently, all references to the minimum cash balance requirements set forth
in the agreement are hereby superseded.
2. Buyer shall pay to Sellers the amount, if any, by which the Closing
Date Net Worth of the Company on the Closing Date exceeds the sum of $1,495,000,
and Sellers shall pay to Buyer the amount, if any, by which the Closing Date Net
Worth of the Company on the Closing Date is less than the sum of $1,495,000, in
either case such payment to be made within 10 days of the final Closing Date
Balance Sheet being established in accordance with Section 2.5 of the Agreement.
For the purposes of this Agreement, the term Closing Date Net Worth shall mean
total assets minus total liabilities, as set forth on the Closing Date Balance
Sheet, subject to the following:
(i) any transaction expenses of the Buyer and any and all of the expenses
within the categories described in Exhibit A hereto shall not be included as
liabilities of the Company for the purposes of the determination of Closing Date
Net Book Value of the Company; and
(ii) all expenses of Canby ▇▇▇▇▇▇▇ & Co., ▇▇▇▇▇▇ Breed ▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ and the deVisscher ▇▇▇▇▇ & ▇▇▇▇▇ LLC (other than the advisory fee of
$280,000 which is to be excluded per (i) above) shall be accrued as liabilities
of the Company for the purposes of the determination of Closing Date Net Book
Value of the Company.
3. Sections 2 A(b)(i) and Section 2.5(e) shall be, and hereby are, amended
accordingly.
Executed under seal as of the date above written.
Dover Saddlery, Inc.,
a Delaware Corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. Day, President /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. Day ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Exhibit A
Purchase and Sale Agreement
The following estimated expenses are expenses related to the Contemplated
Transactions and such categories of expenses, in the actual final amounts as are
actually due, will be paid by Buyer at closing and will be excluded from the
Closing Date Balance Sheet as liabilities for the purpose of calculating the
closing date net worth.
Pepe & Hazard $ 70,000
Goulston & Storrs $ 25,000
Sub-Debt Attorneys $ 40,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ $ 15,000
Miscellaneous $ 50,000
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ LLC (1) $ 280,000
Commitment Fees
Senior Debt 0.8% $ 63,000
Senior Term Loan 0.8% $ 42,000
Subordinated Debt 2.0% $ 40,000
Equity 2.0% $ 40,000
Estimated Total $ 665,000
Note:
(1) Portion of ▇▇ ▇▇▇▇▇▇▇▇ fees to be paid by Newco at closing by wire transfer.