Exhibit 10.4
TERM NOTE
$2,800,000.00 June 13, 2014
FOR VALUE RECEIVED, INDUSTRIAL SERVICES OF AMERICA, INC., a
Florida corporation ("Parent"), ISA INDIANA, INC., an Indiana corporation
("ISA Inc."), and ISA LOGISTICS LLC, a Kentucky limited liability company
("ISA Logistics"; Parent, ISA Inc., and ISA Logistics, collectively
referred to herein as "Borrowers" and individually as a "Borrower"),
hereby promises to pay to the order of XXXXX FARGO BANK, NATIONAL
ASSOCIATION, a national banking association (together with its successors
and assigns, "Lender"), at the place and times provided in the Credit
Agreement referred to below, the principal sum of TWO MILLION EIGHT
HUNDRED THOUSAND AND NO/100 DOLLARS ($2,800,000.00) or the principal
amount of the Term Loan made by Lender pursuant to that certain Credit
Agreement dated the date hereby by and among Borrowers, certain
affiliates of Borrowers, and Lender (as the same may be amended,
restated, supplemented, or otherwise modified from time to time, the
"Credit Agreement"). Capitalized terms used herein and not defined
herein shall have the meanings assigned thereto in the Credit Agreement.
The unpaid principal amount of this Term Note from time to time
outstanding is subject to mandatory repayment from time to time as
provided in the Credit Agreement and shall bear interest as provided in
the Credit Agreement. All payments of principal and interest on this
Term Note shall be payable to Lender or other holder of this Term Note in
lawful currency of the United States of America in immediately available
funds in the manner and location indicated in the Credit Agreement or
wherever else Lender or such holder may specify.
This Term Note is entitled to the benefits of, and evidences
Obligations incurred under, the Credit Agreement, to which reference is
made for a description of the security for this Term Note and for a
statement of the terms and conditions on which Borrowers are permitted
and required to make prepayments and repayments of principal of the
Obligations evidenced by this Term Note and on which such Obligations may
be declared to be immediately due and payable. Time is of the essence in
this Term Note.
Each Borrower agrees, in the event that this Term Note or any
portion hereof is collected by law or through an attorney at law, to pay
all costs of collection, including, without limitation, attorneys' fees
and court costs.
This Term Note shall be governed, construed and enforced in
accordance with the laws of the Commonwealth of Kentucky, without
reference to the conflicts or choice of law principles thereof.
Each Borrower hereby waives all requirements as to diligence,
presentment, demand of payment, protest, and (except as required by the
Credit Agreement) notice of any kind with respect to this Term Note.
IN WITNESS WHEREOF, each of the undersigned have executed this
Term Note as of the day and year first written above.
INDUSTRIAL SERVICES OF AMERICA, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Interim Chief Executive Officer
ISA INDIANA, INC.
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Interim Chief Executive Officer
ISA LOGISTICS LLC
By: Industrial Services of America, Inc., its
Sole Member
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Interim Chief Executive Officer
