THIS LOAN AGREEMENT dated as of March 18, 2010, is between BANK OF AMERICA, N.A.
(the "Bank") and DAL GROUP, LLC, a Delaware limited liability company (the "Borrower").
The Borrower’s obligation to repay any line of credit, loan and/or credit facility described in this
Agreement is contained in that certain Promissory Note in the original principal amount of $15,000,000.00 of
even date herewith and any additional promissory notes now or hereafter executed and delivered by the
Borrower to the Bank and any renewals, modifications, amendments and extensions thereof (collectively the
“Note”), which is/are expressly NOT incorporated herein pursuant to Section 201.08(6), Florida Statues and
Rules 12B-4.052(6)(b) and (12)(g), Florida Administrative Code.
In addition to the terms which are defined elsewhere in this Agreement, the following terms have the
meanings indicated for the purposes of this Agreement:
" Borrowing Base " means the sum of 75% of the balance due on Eligible Accounts Receivables
from fees, 50% of Eligible Accounts Receivable from costs and 50% of Eligible Work in Process.
After calculating the Borrowing Base as provided above, the Bank may deduct reserves for rent
at leased locations subject to statutory or contractual landlord’s liens, inventory shrinkage, dilution, customs
charges, warehousemen’s or bailees’ charges, liabilities to growers of agricultural products which are entitled to
lien rights under the federal Perishable Agricultural Commodities Act or any applicable state law, and the amount
of estimated maximum exposure, as determined by the Bank from time to time, under any interest rate contracts
which the Borrower enters into with the Bank (including interest rate swaps, caps, floors, options thereon,
combinations thereof, or similar contracts).
" Eligible Accounts Receivable " means an account receivable of each Guarantor which satisfies
the following requirements: