<PAGE>
Exhibit 10.25
SMITH BROTHERS, INC.,
a Texas Corporation
GUARANTY
To: Fleet National Bank (as
successor-in-interest to BankBoston, N.A., the
"Bank") as
lender under the Amended and Restated Loan Agreement dated as
of
December 11,
2003 between the Borrower (as herein defined) and the Bank
(the "Loan
Agreement"):
1. Guaranty of
Payment and Performance of Obligations. In consideration of
the Bank's extending credit or otherwise in
its discretion giving time,
financial or banking facilities or
accommodations to Dover Saddlery, Inc., a
Massachusetts corporation (the "Borrower"),
an affiliate of the undersigned
Smith Brothers, Inc., a corporation
organized and existing under the laws of the
State of Texas (the "Guarantor"), the
Guarantor hereby unconditionally
guarantees to the Bank that the Borrower
will duly and punctually pay or
perform, at the place specified therefor,
or if no place is specified, at the
Bank's head office at 100 Federal Street,
Boston, Massachusetts 02110, (i) all
Obligations under (and as defined in) the
Loan Agreement; and (ii) without
limitation of the foregoing, all fees,
costs and expenses incurred by the Bank
in attempting to collect or enforce any of
the foregoing, accrued in each case
to the date of payment hereunder
(collectively the "Obligations" and
individually an "Obligation"). This
Guaranty is an absolute, unconditional and
continuing guaranty of the full and
punctual payment and performance by the
Borrower of the Obligations and not of
their collectibility only and is in no
way conditioned upon any requirement that
the Bank first attempt to collect any
of the Obligations from the Borrower or
resort to any security or other means of
obtaining payment of any of the Obligations
which the Bank now has or may
acquire after the date hereof or upon any
other contingency whatsoever. Upon any
default by the Borrower in the full and
punctual payment and performance of the
Obligations, the liabilities and
obligations of the Guarantor hereunder shall,
at the option of the Bank, become forthwith
due and payable to the Bank without
demand or notice of any nature, all of
which are expressly waived by the
Guarantor. Payments by the Guarantor
hereunder may be required by the Bank on
any number of occasions.
2. Guarantor's
Further Agreements to Pay. The Guarantor further agrees, as
the principal obligor and not as a
guarantor only, to pay to the Bank forthwith
upon demand, in funds immediately available
to the Bank, all reasonable costs
and expenses (including court costs and
legal expenses) incurred or expended by
the Bank in connection with this Guaranty
and the enforcement hereof, together
with interest on amounts recoverable under
this Guaranty from the time such
amounts become due until payment at the
rate which is at all times equal to 2%
above the then rate of interest applicable
to Base Rate Loans under (and as
defined in) the Loan Agreement; provided
that if such interest exceeds the
maximum amount permitted to be paid under
applicable law, then such interest
shall be reduced to such maximum permitted
amount.
<PAGE>
3. Payments. The
Guarantor covenants and agrees that the Obligations will
be paid strictly in accordance with their
respective terms regardless of any
law, regulation or order now or hereinafter
in effect in any jurisdiction
affecting any of such terms or the rights
of the Bank with respect thereto.
Without limiting the generality of the
foregoing, the Guarantor's obligations
hereunder with respect to any Obligation
shall not be discharged by a payment in
a currency other than the currency in which
the Obligation is denominated (the
"Obligation Currency") or at a place other
than the place specified for the
payment of the Obligation, whether pursuant
to a judgment or otherwise, to the
extent that the amount so paid on
conversion to the Obligation Currency and
transferred to Boston, Massachusetts,
U.S.A., under normal banking procedures
does not yield the amount of Obligation
Currency due thereunder.
4. Taxes. All
payments hereunder shall be made without any counterclaim or
set-off, free and clear of, and without
reduction by reason of, any taxes,
levies, imposts, charges and withholdings,
restrictions or conditions of any
nature ("Taxes"), which are now or may
hereafter be imposed, levied or assessed
by any country, political subdivision or
taxing authority on payments hereunder,
all of which will be for the account of and
paid by the Guarantor. If for any
reason, any such reduction is made or any
Taxes are paid by the Bank, the
Guarantor will pay to the Bank such
additional amounts as may be necessary to
ensure that the Bank receives the same net
amount which it would have received
had no reduction been made or Taxes
paid.
5. Consent to
Jurisdiction. The Guarantor hereby absolutely and irrevocably
consents and submits to the jurisdiction of
the Courts of the Commonwealth of
Massachusetts and of any Federal Court
located in the said Commonwealth in
connection with any actions or proceedings
brought against the Guarantor by the
Bank arising out of or relating to this
Guaranty. In any such action or
proceeding, the Guarantor hereby absolutely
and irrevocably waives personal
service of any summons, complaint,
declaration or other process and hereby
absolutely and irrevocably agrees that the
service thereof may be made by
certified, registered or recorded
first-class airmail directed to the Guarantor.
Anything hereinbefore to the contrary
notwithstanding, the Bank may sue the
Guarantor in the courts of any other
country, State of the United States or
place where the Guarantor or any of the
property or assets of the Guarantor may
be found or in any other appropriate
jurisdictions.
6. Unlimited
Liability of Guarantor. The liability of the Guarantor
hereunder shall be unlimited and, as to the
Obligations of the Borrower, shall
be joint and several with the liability of
each other party who has guaranteed
or who will guarantee the Obligations of
the Borrower. The Bank has and shall
have the absolute right to enforce the
liability of the Guarantor hereunder
without resort to any other right or remedy
including any right or remedy under
any other guaranty, and the release or
discharge of any guarantor of any
Obligations shall not affect the continuing
liability of the Guarantor
hereunder.
-2-
<PAGE>
7.
Effectiveness. The obligations of the Guarantor under this
Guaranty
shall continue in full force and effect and
shall remain in operation until all
of the Obligations shall have been paid in
full or otherwise be fully satisfied,
and continue to be effective or be
reinstated, as the case may be, if at any
time payment or other satisfaction of any
of the Obligations is rescinded or
must otherwise be restored or returned upon
the bankruptcy, insolvency, or
reorganization of the Borrower, or
otherwise, as though such payment had not
been made or other satisfaction occurred.
No invalidity, irregularity or
unenforceability by reason of applicable
bankruptcy laws, or any other similar
law, or any law or order of any government
or agency thereof purporting to
reduce, amend or otherwise affect, the
Obligations, shall impair, affect, be a
defense to or claim against the obligations
of the Guarantor under this
Guaranty.
8. Security;
Set-off. The Guarantor grants to the Bank, as security for the
full and punctual payment and performance
of the Guarantor's obligations
hereunder, a continuing lien on and
security interest in all securities or other
property belonging to the Guarantor now or
hereafter held by the Bank and in all
deposits and other sums credited by or due
from the Bank to the Guarantor or
subject to withdrawal by the Guarantor.
Regardless of the adequacy of any
collateral or other means of obtaining
repayment of the Obligations, the Bank
may at any time and without notice to the
Guarantor set off the whole or any
portion or portions of any or all such
deposits and other sums credited by or
due from the Bank to the Guarantor or
subject to withdrawal by the Guarantor
against amounts payable under this
Guaranty, whether or not any other person or
persons could also withdraw money
therefrom. Any deposits or other sums which
may at any time be credited to the
Guarantor by or due to it from any other
financing institution which may invest or
participate in the Obligations (each
such financing institution being referred
to in this Section 8 as a
"Participant") may at any time be applied
to or set off by such Participant
against the Guarantor's obligations
hereunder. The Guarantor irrevocably invites
each financing institution which may
consider becoming a Participant to rely on
the provisions contained in this Section 8
as making the Participant a creditor
of the Guarantor and agrees that its
becoming a Participant shall constitute an
acceptance of the offer hereby made.
9. Freedom of
Bank to Deal with Borrower and Other Parties. The Bank shall
b
