EXHIBIT C-1 FORM OF BORROWER SECURITY AGREEMENT SECURITY AGREEMENTSecurity Agreement • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 30, 2010 (the “Effective Date”), by and among FIFTH THIRD BANK, an Ohio banking corporation, as Agent for the benefit of the Secured Creditors (as defined below) (“Agent”), and INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), and each of the other Persons that become a Borrower under the Credit Agreement after the Closing Date (such Persons, together with ISA and ISA Indiana, are each a “Borrower” and, collectively, “Borrowers”), is as follows:
EXHIBIT F FORM OF REVOLVING LOAN NOTE REVOLVING LOAN NOTEIndustrial Services of America Inc /Fl • August 9th, 2011 • Sanitary services
This Note is one of the Revolving Loan Notes referred to in the Credit Agreement and is entitled to the benefits and security, and is subject to the terms and conditions, of the Credit Agreement, including, without limitation, acceleration upon the terms provided therein and in the other Loan Documents. All capitalized terms used herein which are defined in the Credit Agreement and not otherwise defined herein shall have the meanings given in the Credit Agreement.
CREDIT AGREEMENT by and among INDUSTRIAL SERVICES OF AMERICA, INC. and ISA INDIANA, INC. as Borrowers, FIFTH THIRD BANK as Agent and LC Issuer, and THE LENDERS PARTY HERETO dated as of July 30, 2010Credit Agreement • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services • Kentucky
AMENDED AND RESTATED REVOLVING LOAN NOTERevolving Loan Note • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
For value received, the undersigned, INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), and each of the other Persons that become a Borrower under the Credit Agreement after the Effective Date (such Persons, together with ISA and ISA Indiana, are each a “Borrower” and, collectively, “Borrowers”), hereby jointly and severally promise to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (“Lender”), the principal sum of FORTY-FIVE MILLION AND 00/100 DOLLARS ($45,000,000), or such lesser amount as shall equal the aggregate unpaid and outstanding principal amount of the Revolving Loans made by Lender to Borrowers under the Credit Agreement dated as of July 30, 2010, as amended by the First Amendment to Credit Agreement dated of even date herewith (as the same may be hereafter amended, supplemented or restated from time to time, the “Credit Agreement”), by and among Borrowers, the Persons party there
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services • Ohio
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), entered into as of November 15, 2010 (the “Effective Date”), by and among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), the Lenders party hereto, and FIFTH THIRD BANK, an Ohio banking corporation (“Fifth Third”), in its capacity as Agent for Lenders and LC Issuer under this Agreement (“Agent”) and as LC Issuer, is as follows:
EXHIBIT I FORM OF AGREEMENT REGARDING INSURANCE AGREEMENT REGARDING INSURANCEAgreement Regarding Insurance • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
Industrial Services of America, Inc., a Florida corporation (“Assignor”), the owner of the above referenced Policy, hereby agrees with Fifth Third Bank, an Ohio banking corporation, as Agent for the benefit of the Secured Creditors (as defined below) (“Agent”) that:
EXHIBIT C-2 FORM OF GUARANTOR SECURITY AGREEMENT SECURITY AGREEMENTSecurity Agreement • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
THIS SECURITY AGREEMENT (this “Agreement”), dated as of July 30, 2010 (the “Effective Date”), by and among FIFTH THIRD BANK, an Ohio banking corporation, as Agent for the benefit of the Secured Creditors (as defined below) (“Agent”), and COMPUTERIZED WASTE SYSTEMS, LLC, a Kentucky limited liability company (“CWS”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“Indiana Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“Logistics”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA RECYCLING, LLC, a Kentucky limited liability company (“Recycling”), WASTE EQUIPMENT SALES & SERVICE CO., LLC, a Kentucky limited liability company (“Waste Equipment”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade”), and 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade”) (CWS, Indiana Real Estate, Logistics, ISA R
EXHIBIT H FORM OF GUARANTY GUARANTYIndustrial Services of America Inc /Fl • August 9th, 2011 • Sanitary services • Ohio
THIS GUARANTY (this “Guaranty”), dated as of July 30, 2010 (the “Effective Date”), made by COMPUTERIZED WASTE SYSTEMS, LLC, a Kentucky limited liability company (“CWS”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“Indiana Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“Logistics”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA RECYCLING, LLC, a Kentucky limited liability company (“Recycling”), WASTE EQUIPMENT SALES & SERVICE CO., LLC, a Kentucky limited liability company (“Waste Equipment”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade”), and 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade”) (CWS, Indiana Real Estate, Logistics, ISA Real Estate, Recycling, Waste Equipment, 7021 Grade, 7124 Grade and 7200 Grade are each a “Guarantor and, collectively, (“Guarantors”), to, and for
EXHIBIT J ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between ______________________, a(n) _________________________ (the “Assignor”) and ____________________, a(n) __________________ _________ (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
EXHIBIT A ADVANCE REQUEST AND BORROWING NOTICE Date: __________, 20__Industrial Services of America Inc /Fl • August 9th, 2011 • Sanitary services
This Advance Request and Borrowing Notice is furnished pursuant to Section 2.4(a) of that certain Credit Agreement dated as of July 30, 2010 (as amended, modified, renewed or extended from time to time, the “Agreement”) among INDUSTRIAL SERVICES OF AMERICA INC., a Florida corporation (“ISA”), and ISA INDIANA, INC., an Indiana corporation (“ISA Indiana” and together with, ISA collectively, the “Borrowers”), the Lenders party thereto, and FIFTH THIRD BANK, as Agent for the Lenders and as LC Issuer (the “Agent”). Unless otherwise defined herein, capitalized terms used in this Advance Request and Borrowing Notice have the meanings ascribed thereto in the Agreement.
EXHIBIT E FORM OF PLEDGE AGREEMENT PLEDGE AGREEMENTPledge Agreement • August 9th, 2011 • Industrial Services of America Inc /Fl • Sanitary services
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of July 30, 2010 (the “Effective Date”) between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Pledgor”), whose principal place of business and mailing address is 7100 Grade Lane, Louisville, Kentucky 40232, and FIFTH THIRD BANK, an Ohio banking corporation, as Agent for the benefit of the Secured Creditors (as defined below) (“Agent”), is as follows:
