EX-10.47 First Amendment and Extension to Lease Agreement dated September 2006 between C. E. Hoffman Limited Partnership and Dovery Saddlery, Inc

FIRST AMENDMENT AND EXTENSION TO LEASE AGREEMENT — Exhibit 10.47

     This First Amendment and Extension to Lease Agreement dated this ___day of September, 2006 by and between C.E. HOLMAN LIMITED PARTNERSHIP, having a mailing address of 40 Grove Street, Wellesley, Massachusetts 02181 (hereinafter referred to as the “Landlord”), and DOVER SADDLERY, INC., having a mailing address of 525 Great Road, PO Box 1100, Littleton, MA 01460 (hereinafter referred to as the “Tenant”).

     WHEREAS, on May 29, 1997, Landlord entered into a lease (the “Lease”) with Tenant for premises located in a shopping area known as the Holman Block on Washington and Church Streets in the Town of Wellesley, County of Norfolk, Massachusetts, being more specifically designated as the two contiguous stores numbered 591 and 595 Washington Street comprising approximately 1,300 and 1,600 square feet, respectively on the first floors and two basements (hereinafter the “Premises”); and

     WHEREAS, the Lease states that the term of the Lease shall be for a period of nine (9) years and ten (10) months, ending on the thirtieth (30^th) day of June, 2007; and

     WHEREAS, the Lease states that the Tenant shall have the opportunity to extend the term of the Lease for one (1) successive period of five (5) years; and

     WHEREAS, the Tenant desires to extend the term of the Lease for an additional five (5) year period, commencing on July 1, 2007 and terminating on June 30, 2012; and

     WHEREAS, Landlord acknowledges that Tenant has provided timely notice of its intention to extend the term of the Lease for an additional five (5) year period, commencing on July 1, 2007 and terminating on June 30, 2012.

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

	1.		Pursuant to the terms of the Lease, Tenant will rent the Premises from the Landlord for an extended term, commencing on July 1, 2007 and terminating on June 30, 2012.
	2.		Section XXIX of the Lease is deleted in its entirety and replaced as follows:

“XXIX. EXTENSION

The Lease having been extended through June 30, 2012, the Tenant shall have the right, to be exercised as hereinafter provided, to extend the term of this Lease for one (1) additional period of five (5) years upon the following terms and conditions:

	1.		At the time of the exercise of such right, the Tenant shall not be in default in the performance of any of the terms, covenants, or conditions herein contained with respect to a matter as to which notice of default has been given hereunder and which has not been remedied within the time limited in this Lease and the Tenant must not have been in default in performance of any of the terms, covenants or conditions herein contained with respect to a matter as to which notice of default has been given hereunder on more than three (3) occasions regardless of whether said defaults were cured within the time allowed under this lease.
	2.		Both extensions shall be upon the same terms, covenants, and conditions as in this Lease provided, except that,

	a.		There will be no further opportunity to extend the term of this Lease beyond June 30, 2017;
	b.		During the extension period beginning July 1, 2007 through June 30, 2012, the annual MINIMUM RENTAL rate payable by Tenant to Landlord shall be the fair market rental value of the premises. Said fair market rental value shall be determined as follows: Fair Market Rental shall be defined as the average per square foot rental for street level retail stores which have signed new leases within three months of December 31, 2006, in the Wellesley Shopping District. The Wellesley Shopping District shall be defined as the retail

shopping area within Wellesley (not Wellesley Hills) on Washington Street and Church Street. Landlord shall, within thirty (30) days of December 31, 2006, inform Tenant of the annual MINIMUM RENTAL applicable to this extension period.

	c.		During the extension period beginning July 1, 2012 through June 30, 2017, the annual MINIMUM RENTAL rate payable by Tenant to Landlord shall be the fair market rental value of the premises. Said fair market rental value shall be determined as follows: Fair Market Rental shall be defined as the average per square foot rental for street level retail stores which have signed new leases within three months of December 31, 2011, in the Wellesley Shopping District. The Wellesley Shopping District shall be defined as the retail shopping area within Wellesley (not Wellesley Hills) on Washington Street and Church Street. Landlord shall, within thirty (30) days of December 31, 2011, inform Tenant of the annual MINIMUM RENTAL applicable to this extension period.
	d.		If Tenant does not agree in either instance with the MINIMUM RENTAL within thirty (30) days of receipt of the notice of MINIMUM RENTAL from the Landlord, the fair market rental shall be a matter of arbitration, with each party bearing the cost of one arbitrator and splitting the cost of a third arbitrator chosen by the two arbitrators selected by the Landlord and Tenant. Arbitrators shall be persons professionally qualified to determine fair commercial rental value in the Town of Wellesley, having been active participants in the Wellesley real estate marker for a minimum of five (5) years. Landlord and Tenant agree to be bound by either the agreed upon rent or the arbitrated rent.

3.

The Tenant shall exercise its right to extend the term of the Lease for the extension period July 1, 2012 through June 30, 2017 by notifying the Landlord of the Tenant’s election to exercise such right no later than October 1, 2011. Upon the giving of said notice, this Lease shall be deemed to be extended for the specified period, subject to the provisions of this article, without execution of any further instrument.”

     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment and Extension to Lease Agreement on the day and year first written above.

				LANDLORD:
				C.E. HOLMAN LIMITED PARTNERSHIP By: Steven H. Grindle, President of the Holman Corporation,
Dated: October 6, 2006				/s/ Steven H. Grindle   Its General Partner, duly authorized
				TENANT:
				DOVER SADDLERY, INC.
Dated: October 4, 2006		By:		/s/ Stephen L. Day   Its President, duly authorized