Industrial Services of America Inc Sample Contracts

Industrial Services of America Inc – LOAN AND SECURITY AGREEMENT Dated as of November 9, 2018 INDUSTRIAL SERVICES OF AMERICA, INC., 7124 GRADE LANE LLC, and 7200 GRADE LANE LLC, as Borrowers and BANK OF AMERICA, N.A., as Lender (November 13th, 2018)

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 9, 2018, among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade Lane”), and 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade Lane”; and together with ISA, and 7124 Grade Lane, each individually a “Borrower” and collectively, the “Borrowers”) and BANK OF AMERICA, N.A., a national banking association

Industrial Services of America Inc – PLEDGE AGREEMENT (November 13th, 2018)

This PLEDGE AGREEMENT, dated as of November 9, 2018 (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Agreement”), is by and between INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Pledgor”) and BANK OF AMERICA, N.A. (“Pledgee”).

Industrial Services of America Inc – GUARANTY AGREEMENT (November 13th, 2018)

This Guaranty Agreement (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Guaranty Agreement”), dated as of November 9, 2018, is executed by ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane” and, together with ISA IN Real Estate, ISA Logistics, ISA Indiana, and ISA Real Estate, individually and collectively, jointly and severally, the “Guarantor”) in favor of BANK OF AMERICA, N.A. (“Lender”).

Industrial Services of America Inc – GENERAL SECURITY AGREEMENT (November 13th, 2018)

This GENERAL SECURITY AGREEMENT, dated as of November 9, 2018 as this agreement may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), by and between ISA INDIANA REAL ESTATE LLC, a Kentucky limited liability company (“ISA IN Real Estate”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane” and, together with IS IN Real Estate, ISA Logistics, ISA Indiana, and ISA Real Estate, individually and collectively, “Grantor”) and BANK OF AMERICA, N.A. (together with its successors and assigns, collectively, “Lender”).

Industrial Services of America Inc – MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and from 7124 GRADE LANE LLC to BANK OF AMERICA, N.A., as Lender Dated as of November 9, 2018 COLLATERAL IS AND INCLUDES FIXTURES THIS DOCUMENT SERVES AS A FINANCING STATEMENT FILED AS A FIXTURE FILING UNDER THE KENTUCKY UNIFORM COMMERCIAL CODE (November 13th, 2018)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”), is made and executed as of the 9th day of November, 2018, by 7124 GRADE LANE LLC, a Kentucky limited liability company, with an office located at 7100 Grade Lane, Bldg. 1, Louisville, KY 40213 (“Mortgagor”) to BANK OF AMERICA, N.A., having an office at One Bryant Park, New York, New York 10036, (“Mortgagee”).

Industrial Services of America Inc – MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING by and from 7200 GRADE LANE LLC to BANK OF AMERICA, N.A., as Lender Dated as of November 9, 2018 COLLATERAL IS AND INCLUDES FIXTURES THIS DOCUMENT SERVES AS A FINANCING STATEMENT FILED AS A FIXTURE FILING UNDER THE KENTUCKY UNIFORM COMMERCIAL CODE (November 13th, 2018)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Mortgage”), is made and executed as of the 9th day of November, 2018, by 7200 GRADE LANE LLC, a Kentucky limited liability company, with an office located at 7100 Grade Lane, Bldg. 1, Louisville, KY 40213 (“Mortgagor”) to BANK OF AMERICA, N.A., having an office at One Bryant Park, New York, New York 10036, (“Mortgagee”).

Industrial Services of America Inc – INDUSTRIAL SERVICES OF AMERICA, INC. FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT (July 11th, 2018)

This agreement (this “Agreement”) is subject to the following terms and to all of the terms of the Industrial Services of America, Inc. 2009 Long Term Incentive Plan, as amended (the “Plan”). In the case of any conflict between this Agreement and the Plan, the Plan shall control. A copy of the Plan is attached, and any capitalized terms used but not defined in this Agreement shall have the meaning given them in the Plan.

Industrial Services of America Inc – AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (June 7th, 2018)

This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 4, 2018 by and among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”; and together with any additional Person that at any time becomes an additional Borrower, jointly, severally and collectively, “Borrowers” and each a “Borrower”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade Lane”), and 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade Lane”; and together with ISA Logistics, ISA Indiana, ISA Real Estate, ISA IN Real Estate, 7021 Grade Lane, 7124 G

Industrial Services of America Inc – MIDCAP BUSINESS CREDIT LLC SECOND AMENDED AND RESTATED REVOLVING NOTE (June 7th, 2018)

For value received, the undersigned, INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Borrower”), hereby promises to pay, as provided in the Loan Agreement (defined below), to the order of MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company (“Lender”), at its offices in West Hartford, Connecticut, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of TEN MILLION AND 00/100 DOLLARS ($10,000,000.00) or, if less, the aggregate unpaid principal amount of all loans made by Lender to Borrowers under the Loan Agreement, together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Second Amended and Restated Revolving Note (this “Note”) is fully paid at the rate from time to time in effect under the Loan and Securi

Industrial Services of America Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 26th, 2018)

This Amended and Restated Employment Agreement (this “Agreement”) is made effective as of January 1, 2018 (the “Effective Date”), between Industrial Services of America, Inc., a Florida corporation (the “Company”), and Todd L. Phillips (“Executive”), and amends and supersedes the Prior Employment Agreement (as defined below) in its entirety.

Industrial Services of America Inc – BACK RENT PAYMENT AGREEMENT (November 1st, 2017)

THIS BACK RENT PAYMENT AGREEMENT (“Agreement”) executed by the parties to it shall be deemed to have been made, entered into, and delivered, in Louisville, Kentucky, as of October 1, 2017 by and between 7100 Grade Lane LLC, a Kentucky limited liability company, with an office located at 325 W. Main Street, Suite 250, Louisville, KY 40202 (“Company”) , and Industrial Services of America, Inc., a Florida corporation, with its principal office located at 7100 Grade Lane, Louisville, KY 40213 (“ISA”).

Industrial Services of America Inc – ALL NET LEASE (November 1st, 2017)

THIS ALLNET LEASE executed by the parties to it shall be deemed to have been made, entered into, and delivered, in Louisville, Kentucky, as of October 1, 2017 by and between 7100 Grade Lane LLC, a Kentucky limited liability company, with an office located at 325 W. Main Street, Suite 250, Louisville, KY 40202 (“landlord”), and Industrial Services of America, Inc., a Florida corporation, with its principal office located at 7100 Grade Lane, Louisville, KY 40213 (“tenant”).

Industrial Services of America Inc – Contract (June 23rd, 2017)

This purchase agreement (“Agreement”) is entered into as of June 23, 2017 (the “Effective Date”) by and between  K & R, LLC, a Kentucky limited liability company (“Seller”), and  Industrial Services of America, Inc., a Florida corporation (“Buyer”) and shall remain in effect for so long as Buyer owes any obligation or indebtedness to Seller pursuant to the terms and conditions set forth herein (the period lasting from the Effective date to the termination of this Agreement upon full payment of the Purchase Price as set forth below, the “Term”).

Industrial Services of America Inc – Komatsu Purchase Agreement (June 23rd, 2017)

This purchase agreement (“Agreement”) is entered into as of June 23, 2017 (the “Effective Date”) by and between K & R, LLC, a Kentucky limited liability company (“Seller”), and Industrial Services of America, Inc., a Florida corporation (“Buyer”) and shall remain in effect for so long as Buyer owes any obligation or indebtedness to Seller pursuant to the terms and conditions set forth herein (the period lasting from the Effective date to the termination of this Agreement upon full payment of the Purchase Price as set forth below, the “Term”).

Industrial Services of America Inc – FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (March 31st, 2017)

This First Amendment to the Executive Employment Agreement (the “Amendment”) is entered into and effective as of February 1, 2017 (the “Effective Date”) between Industrial Services of America, Inc., a Florida corporation (the “Company”), and Todd L. Phillips (“Executive”).

Industrial Services of America Inc – AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (March 31st, 2017)

This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 31, 2017 by and among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”; and together with any additional Person that at any time becomes an additional Borrower, jointly, severally and collectively, “Borrowers” and each a “Borrower”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade Lane”), and 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade Lane”; and together with ISA Logistics, ISA Indiana, ISA Real Estate, ISA IN Real Estate, 7021 Grade Lane, 7124

Industrial Services of America Inc – AGREEMENT TO TERMINATE MANAGEMENT SERVICES AGREEMENT (October 4th, 2016)

THIS AGREEMENT TO TERMINATE MANAGEMENT SERVICES AGREEMENT (this “Agreement”), is made and effective as of the 30th day of September, 2016 (the “Termination Effective Date”), by and among: (i) ALGAR, INC., a Kentucky corporation (the "Manager"), (ii) SEAN GARBER, (“Garber,” collectively with the Manager, the “Manager Parties”), and (iii) INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA” or the "Company").

Industrial Services of America Inc – Industrial Services of America, Inc. Amended and Restated Long Term Incentive Plan (June 16th, 2016)
Industrial Services of America Inc – INDUSTRIAL SERVICES OF AMERICA, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT (June 16th, 2016)

This Restricted Stock Unit (“RSU”) Grant Agreement (this “Agreement” or “Award”) dated as of June 15, 2016 (the “Grant Date”), is between Industrial Services of America, Inc. (the “Company”) and Todd L. Phillips (the “Grantee”).

Industrial Services of America Inc – AMENDMENT TO ASSET PURCHASE AGREEMENT (May 13th, 2016)

THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 1, 2016, by and among Compactor Rentals of America, LLC, a Delaware limited liability company (“Purchaser”), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Parent”), and WESSCO, LLC, a Delaware limited liability company (“WESSCO”, and together with Parent, each a “Seller” and together the “Sellers”).

Industrial Services of America Inc – AMENDMENT No. 2 TO ASSET PURCHASE AGREEMENT (May 13th, 2016)

THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of April 15, 2016, by and among Compactor Rentals of America, LLC, a Delaware limited liability company (“Purchaser”), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Parent”), and WESSCO, LLC, a Delaware limited liability company (“WESSCO”, and together with Parent, each a “Seller” and together the “Sellers”).

Industrial Services of America Inc – INTERCREDITOR AND SUBORDINATION AGREEMENT (March 25th, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement” as further defined below) is entered into as of this 29th day of February, 2016 by 7100 GRADE LANE LLC, a Kentucky limited liability company (“Subordinated Lender” as further defined below), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Company”) and the other “Debtors” signatory hereto, for the benefit of MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company (“Senior Lender” as further defined below).

Industrial Services of America Inc – Contract (March 25th, 2016)

ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT HERETO, THE PAYMENT OBLIGATIONS HEREUNDER AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED ON OR ABOUT THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND AMONG MIDCAP BUSINESS CREDIT LLC, AS SENIOR LENDER, 7100 GRADE LANE, LLC AS SUBORDINATED LENDER, AND INDUSTRIAL SERVICES OF AMERICA, INC. AND CERTAIN OF ITS SUBSIDIARIES, AS DEBTORS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS TERM NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Industrial Services of America Inc – INTERCREDITOR AND SUBORDINATION AGREEMENT (March 25th, 2016)

THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement” as further defined below) is entered into as of this 29th day of February, 2016 by K&R, LLC, a Kentucky limited liability company (“Subordinated Lender” as further defined below), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Company”) and the other “Debtors” signatory hereto, for the benefit of MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company (“Senior Lender” as further defined below).

Industrial Services of America Inc – Contract (March 25th, 2016)

ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT HERETO, THE PAYMENT OBLIGATIONS HEREUNDER AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AND SUBORDINATION AGREEMENT DATED ON OR ABOUT THE DATE HEREOF (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BY AND AMONG MIDCAP BUSINESS CREDIT LLC, AS SENIOR LENDER, K&R, LLC AS SUBORDINATED LENDER, AND INDUSTRIAL SERVICES OF AMERICA, INC. AND CERTAIN OF ITS SUBSIDIARIES, AS DEBTORS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS TERM NOTE, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

Industrial Services of America Inc – RETENTION AGREEMENT (March 25th, 2016)

This is a Retention Agreement (the “Agreement”) entered into between Industrial Services of America, Inc. (“ISA”) and Todd L. Phillips (“Phillips”) effective as of March 25, 2016.

Industrial Services of America Inc – INDUSTRIAL SERVICES OF AMERICA, INC. RESTRICTED STOCK UNIT GRANT AGREEMENT (March 25th, 2016)

This Restricted Stock Unit (“RSU”) Grant Agreement (this “Agreement” or “Award”) dated as of March 25, 2016 (the “Grant Date”), is between Industrial Services of America, Inc. (the “Company”) and Todd L. Phillips (the “Grantee”).

Industrial Services of America Inc – AMENDED AND RESTATED BY-LAWS OF INDUSTRIAL SERVICES OF AMERICA, INC. (A Florida Corporation) (March 8th, 2016)

The Company may have an office or offices at such place or places within or without the State of Florida as the Board of Directors may, from time to time, designate or as the business of the Company may require.

Industrial Services of America Inc – LOAN AND SECURITY AGREEMENT (March 2nd, 2016)

THIS LOAN AND SECURITY AGREEMENT (as amended, modified, restated or supplemented, this “Agreement”), is entered into as of February 29, 2016, by and among MIDCAP BUSINESS CREDIT LLC, a Texas limited liability company, the secured party hereunder (“Lender”), INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“ISA”; and together with any additional Person (as defined in Section 15(n) below) that at any time after the date hereof becomes an additional borrower to this Agreement, jointly, severally and collectively, “Borrowers” and each a “Borrower”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”), ISA INDIANA, INC., an Indiana corporation (“ISA Indiana”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade Lane”), 7124 GRADE LANE LLC, a Kentucky limited liability co

Industrial Services of America Inc – PLEDGE AND SECURITY AGREEMENT (March 2nd, 2016)

This PLEDGE AND SECURITY AGREEMENT, dated as of February 29, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is between Industrial Services of America, Inc., a Florida corporation (the “Pledgor”), and MidCap Business Credit LLC, a Texas limited liability company (the “Lender”).

Industrial Services of America Inc – GUARANTY AND SURETYSHIP AGREEMENT (March 2nd, 2016)

This Guaranty and Suretyship Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of February 29, 2016, is made by ISA Logistics LLC, a Kentucky limited liability company (“ISA Logistics”), ISA Indiana, Inc., an Indiana corporation (“ISA Indiana”), ISA Real Estate, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA Indiana Real Estate, LLC, a Kentucky limited liability company (“ISA IN Real Estate”), 7021 Grade Lane LLC, a Kentucky limited liability company (“7021 Grade Lane”), 7124 Grade Lane LLC, a Kentucky limited liability company (“7124 Grade Lane”), and 7200 Grade Lane LLC, a Kentucky limited liability company (“7200 Grade Lane”; and together with ISA Logistics, ISA Indiana, ISA Real Estate, ISA IN Real Estate, 7021 Grade Lane, 7124 Grade Lane and any additional Person that at any time after the date hereof becomes a guarantor to this Guaranty, jointly, severally and collectively, “Guarantors” and each a

Industrial Services of America Inc – MIDCAP BUSINESS CREDIT LLC REVOLVING NOTE (March 2nd, 2016)

This Revolving Note is issued pursuant, and is subject, to the Loan Agreement, which provides, among other things, for acceleration hereof. This Revolving Note is the “Note” referred to in the Loan Agreement.

Industrial Services of America Inc – ASSET PURCHASE AGREEMENT by (December 7th, 2015)
Industrial Services of America Inc – FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (November 12th, 2015)

THIS FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO CREDIT AGREEMENT is made and entered into on November 6, 2015, by and among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (“Parent”), ISA INDIANA, INC., an Indiana corporation (“ISA Inc.”), ISA LOGISTICS LLC, a Kentucky limited liability company (“ISA Logistics”; and, together with Parent and ISA Inc., “Borrowers”), ISA REAL ESTATE, LLC, a Kentucky limited liability company (“ISA Real Estate”), ISA INDIANA REAL ESTATE, LLC, a Kentucky limited liability company (“Indiana Real Estate”), WESSCO, LLC, a Delaware limited liability company (“WESSCO”), 7021 GRADE LANE LLC, a Kentucky limited liability company (“7021 Grade”), 7124 GRADE LANE LLC, a Kentucky limited liability company (“7124 Grade”), 7200 GRADE LANE LLC, a Kentucky limited liability company (“7200 Grade”; and, together with ISA Real Estate, Indiana Real Estate, WESSCO, 7021 Grade, and 7124 Grade, “Guarantors”; and, together with Borrowers, “Loan Parties”), each with

Industrial Services of America Inc – INDUSTRIAL SERVICES OF AMERICA, INC. STOCK PURCHASE AGREEMENT (August 7th, 2015)

This is a STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 5, 2015 by and between Industrial Services of America, Inc., a Florida corporation (the “Company”), and Algar, Inc. (the “Consultant”).