Third Amendment to Loan Documents



 Exhibit 10.1 
  
 THIRD AMENDMENT TO LOAN DOCUMENTS 
  
 THIS THIRD AMENDMENT TO LOAN DOCUMENTS (this “Agreement”) is made and entered into as of the 2 nd day of June, 2005, among FCC, LLC, d/b/a First Capital , a Florida limited liability company (“Lender”), DATREK PROFESSIONAL BAGS, INC.
a Florida corporation formerly known as Datrek Acquisition, Inc. (“Datrek”), MILLER GOLF COMPANY , a Florida corporation formerly known as Miller Acquisition, Inc. (“ Miller “; Datrek and Miller are referred to
herein individually as a “ Borrower “ and collectively as the “ Borrowers “), and RYAN HOLDINGS, INC. , a Tennessee corporation formerly known as Datrek Professional Bags, Inc. (“Ryan”). 

 
 W I T N E S S E T H : 
  
 WHEREAS, Borrowers and Lender are parties to that certain Loan and Security Agreement dated
as of October 15, 2004 (as amended, restated, modified or supplemented from time to time, the “Loan Agreement”); and 
  
 WHEREAS, Datrek and Ryan are parties to that certain Agreement of Subordination and Assignment in favor of Lender dated October 15, 2004 (the “Seller Subordination
Agreement”); and 
  
 WHEREAS, Borrowers and Lender desire to amend the Loan
Agreement on the terms and conditions set forth herein, and Datrek, Ryan and Lender desire to amend the Seller Subordination Agreement on the terms and conditions set forth herein. 
  
 NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows: 
  
 1.
All capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement. 
  
 2. The Loan Agreement is amended by deleting Item 1 of the Schedule to the Loan Agreement and inserting the following in lieu thereof: 
  

	1.	Borrowing Base 

  
 “Borrowing Base” means, at any time, an amount equal to: 
  

	(a)	the lesser of: 

  

	(i)	$7,000,000, and 

  

	(ii)	the sum of: 

  

	(A)	85% of the dollar amount of Eligible Accounts; plus  

  

	(B)	the lesser of: 

  

	(1)	$3,500,000, 

  

	(2)	50% of the dollar value (determined at the lower of cost or market value) of Eligible Inventory, and 

  

	(3)	the amount available to be borrowed under clause (ii)(A) above; minus 

  

	(b)	the sum of: 

  

	(i)	such reserves as Lender may establish from time to time in its discretion (including, without limitation, a reserve for licensing fees and royalties payable by Borrowers with
respect to Inventory), plus  

  

	(ii)	the amount available to be drawn under, plus the amount of any unreimbursed draws with respect to, any letters of credit or acceptances which have been issued, created or guaranteed
by Lender or any Affiliate of Lender for any Borrower’s account. 








 3. The Subordination Agreement is amended by deleting the paragraph entitled “Special Stipulations” and
inserting the following in lieu thereof: 
  
 Special stipulations: 
  
 Notwithstanding anything to the contrary contained in this Agreement, Borrower may pay, and
Creditor may take and receive, regularly scheduled payments of principal and interest on the Junior Claims so long as (a) no default or event of default exists under that certain Loan and Security Agreement of even date herewith among Borrower,
Miller Golf Company (“Miller”) and you, as amended, modified and/or restated from time to time (the “Loan Agreement”), or would otherwise be caused thereby; (b) after giving effect to such payment, unused borrowing availability
under the Loan Agreement would be at least $100,000 plus the aggregate outstanding amount of all accounts payable of Borrower and Miller which have been outstanding for more than 90 days; (c) at least five (5) business days prior to making any such
payment, Borrower shall deliver to you a certificate of an officer of Borrower, a borrowing base certificate and such supporting documentation as you may reasonably request (i) setting forth the amount of and the date of such proposed payment, (ii)
certifying that no default or event of default exists under the Loan Agreement, and (iii) setting forth calculations, in detail reasonably satisfactory to you, demonstrating compliance with the foregoing clause (b) and with the financial covenants
contained in the Loan Agreement after giving effect to such proposed payment, assuming that such payment was made on the last day of the calendar month most recently ended, and (d) you have consented in writing to such payment. Borrower hereby
agrees with Creditor that Borrower shall take all commercially reasonable actions to insure that Borrower can make duly scheduled payments of the Junior Claims. 
  

4. Each Borrower hereby restates, ratifies, and reaffirms each and every term, condition representation and warranty heretofore made by it under or in connection with
the execution and delivery of the Loan Agreement, as amended hereby, and the other Loan Documents, as fully as though such representations and warranties had been made on the date hereof and with specific reference to this Agreement and the Loan
Documents. 
  
 5. Except as set forth herein, the Loan Agreement and the Seller
Subordination Agreement shall be and remain in full force and effect as originally written, and shall constitute the legal, valid, binding and enforceable obligation of Borrowers and Ryan, as applicable, to Lender. 
  
 6. In consideration of the accommodations made by Lender hereunder, Borrowers jointly and
severally agree to pay to Lender (a) an amendment fee of $10,000 on the date hereof, and (b) on demand all costs and expenses of Lender in connection with the preparation, execution, delivery and enforcement of this Agreement and the other Loan
Documents and any other transactions contemplated hereby and thereby, including, without limitation, the fees and out-of-pocket expenses of legal counsel to Lender. Such amendment fee shall be fully earned on the date hereof and is not subject to
refund or rebate. Such amendment fee constitutes a fee for services and is not interest or a charge for the use of money. 
  
 7. To induce Lender to enter into this Agreement, each Borrower hereby represents and warrants that, as of the date hereof, and after giving effect to the terms hereof,
there exists no Default under the Loan Agreement or any of the other Loan Documents. 
  
 8. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument. 
  
 9. This Agreement
shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. 
  
 10. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, other than its laws respecting choice of law. 







 IN WITNESS WHEREOF, Borrowers, Ryan and Lender have caused this Agreement to be duly executed as of the date first above
written. 
  
 DATREK PROFESSIONAL BAGS, INC., a Florida corporation f/k/a Datrek
Acquisition, Inc. 
  

			
	By:	 	 /s/ Michael S. Hedge


	Name:	 	Michael S. Hedge
	Title:	 	President

  
 MILLER GOLF COMPANY, a Florida
corporation f/k/a Miller Acquisition, Inc. 
  

			
	By:	 	 /s/ Michael S. Hedge


	Name:	 	Michael S. Hedge
	Title:	 	President

  
 RYAN HOLDINGS, INC., a Tennessee
corporation f/k/a Datrek Professional Bags, Inc. 
  

			
	By:	 	 /s/ Deborah Ryan


	Name:	 	Deborah Ryan
	Title:	 	President

  
 FCC, LLC, d/b/a First Capital

  

			
	By:	 	 /s/ Evan G. Jones


	 	 	Evan G. Jones, Senior Vice President

  
 Each of the undersigned acknowledges
the foregoing and agrees that the respective Information and Support Agreement to which each of the undersigned is party dated as of October 15, 2004 in favor of Lender remains in full force and effect, subject to no right of offset, claim or
counterclaim. 
  

			
	 /s/ Dennis Ryan


	 Dennis Ryan

	
	 /s/ Deborah Ryan


	 Deborah Ryan

	
	 /s/ Michael Hedge


	 Michael Hedge


  
 STANFORD VENTURE CAPITAL HOLDINGS,
INC. 
  

			
	 
	 
	 By:
	 	 /s/ James M. Davis


	 Name:
	 	James M. Davis
	 Title:
	 	President








 The undersigned acknowledges the foregoing and agrees that the Guaranty of the undersigned dated as of October 15, 2004
in favor of Lender and all documentation with respect to cash collateral of the undersigned pledged to Lender remains in full force and effect, subject to no right of offset, claim or counterclaim. 
  
 DATREK MILLER INTERNATIONAL, INC. 
  

			
	By:	 	 /s/ Michael S. Hedge


	Name:	 	Michael S. Hedge
	Title:	 	Chief Executive Officer

  
 NOTARY JURAT FOR EXECUTION OF

  
 WRITTEN OBLIGATIONS TO PAY MONEY 
  
 On this the      day of June, 2005, before me, the
undersigned, a Notary Public in and for the State of             , County of             ,
             personally appeared, who is personally known to me or proved to me on the basis of satisfactory evidence to be the of each
             of Datrek Professional Bags, Inc., a Florida corporation, and Miller Golf Company, a Florida corporation, who, being by me first duly sworn, stated that: 
  

	1.	He executed the foregoing Third Amendment to Loan Documents on behalf of each such corporation pursuant to its by-laws or a resolution of its board of directors, said execution
taking place in the State of                     , County of
                    ; and 

  

	2.	He has this day delivered the foregoing Third Amendment to Loan Documents to FCC, LLC, d/b/a FIRST CAPITAL, at Cobb County, Georgia via overnight courier. 


 

			
	 Signature of Borrowers’ Officer:

		
	 By:
	 	  


	 Name:
	 	  



  
 Sworn to and subscribed before me this
     day of June, 2005: 
  

	
	 Notary Signature

	 My Commission Expires:

	 [Affix Notarial Seal]









 AFFIDAVIT REGARDING DELIVERY 
  
 On this the      day of June, 2005, before me, the undersigned, a Notary Public in and for the State of
Georgia, County of             , Evan G. Jones personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be a Senior Vice President
of FCC, LLC, d/b/a FIRST CAPITAL, who, being by me first duly sworn, stated that he has received delivery of the foregoing Third Amendment to Loan Documents on behalf of FCC, LLC, d/b/a FIRST CAPITAL in the State of Georgia, County of Cobb.

  
 Signature of Officer of FCC, LLC, d/b/a First Capital 
  

			
	 By:
	 	  


	 	 	Evan G. Jones, Senior Vice President

  
 Sworn to and subscribed before me this
     day of June, 2005: 
  

	
	 Notary Signature

	 My Commission Expires:

	 [Affix Notarial Seal]