Exhibit 10.4

|                                                          
|----------------------------------------------------------
|                                                          
|                                                          
|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, 2010                                             
|                                                          
|                                                          

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TABLE OF CONTENTS

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|-------------------------------------------------------------- |  | ------------------------------------------------------------------- |  | ----
|                                                               |  |                                                                     |  | PAGE
|                                                               |  |                                                                     |  |     
|                                                              
|ARTICLE 1 - DEFINITIONS                                        |  | 1                                                                  
|Section 1.1                                                    |  | Provisions
 Pertaining to Definitions                               |  | 1   
|Section 1.2                                                    |  | Definitions                                                         |  | 1   
|                                                               |  |                                                                     |  |     
|ARTICLE 2  THE LOANS AND LETTERS OF CREDIT                    |  | 28                                                                 
|Section 2.1                                                    |  | Commitments                                                         |  | 28  
|Section 2.2                                                    |  | The Revolving
 Loans; The Term Loan                                 |  | 28  
|Section 2.3                                                    |  | Letters of
 Credit                                                  |  | 28  
|Section 2.4                                                    |  | Advances and
 Settlement of Payments and Advances                   |  | 31  
|Section 2.5                                                    |  | The Notes                                                           |  | 35  
|Section 2.6                                                    |  | Interest
 Payable on the Obligations                                |  | 35  
|Section 2.7                                                    |  | Repayments
 and Prepayments of Principal                            |  | 37  
|Section 2.8                                                    |  | Payments and
 Computations                                          |  | 38  
|Section 2.9                                                    |  | Payments to
 be Free of Deductions                                  |  | 40  
|Section 2.10                                                   |  | Use of
 Proceeds                                                    |  | 40  
|Section 2.11                                                   |  | Additional
 Costs, Etc                                              |  | 40  
|Section 2.12                                                   |  | Agent,
 Lender and LC Issuer Statements                             |  | 41  
|Section 2.13                                                   |  | Advance Rate
 Changes                                               |  | 41  
|Section 2.14                                                   |  | Consolidated
 Borrowings                                            |  | 41  
|Section 2.15                                                   |  | Joint
 Obligations                                                  |  | 42  
|                                                               |  |                                                                     |  |     
|ARTICLE 3  SECURITY; RECEIVABLES AND INVENTORY MATTERS        |  | 42                                                                 
|Section 3.1                                                    |  | Borrower
 Security Interest                                         |  | 42  
|Section 3.2                                                    |  | Additional
 Documents                                               |  | 42  
|Section 3.3                                                    |  | Agreements
 Regarding Inventory                                     |  | 42  
|Section 3.4                                                    |  | Receivables;
 Collection of Receivables                             |  | 43  
|                                                               |  |                                                                     |  |     
|ARTICLE 4 - CONDITIONS PRECEDENT TO LOANS AND LETTER OF CREDIT |  | 45                                                                 
|Section 4.1                                                    |  | General
 Conditions Precedent                                       |  | 45  
|Section 4.2                                                    |  | Continuing
 Conditions Precedent to All Loans and Letters of Credit |  | 48  
|                                                               |  |                                                                     |  |     
|ARTICLE 5 - GENERAL REPRESENTATIONS AND WARRANTIES             |  | 48                                                                 
|Section 5.1                                                    |  | Existence;
 Capitalization; Subsidiaries; Etc.                      |  | 48  
|Section 5.2                                                    |  | Authority,
 Etc                                                     |  | 49  
|Section 5.3                                                    |  | Binding
 Effect of Documents, Etc                                   |  | 50  
|Section 5.4                                                    |  | No Events of
 Default, Etc                                          |  | 50  
|Section 5.5                                                    |  | Financial
 Statements                                               |  | 50  
|Section 5.6                                                    |  | No Adverse
 Changes                                                 |  | 50  
|Section 5.7                                                    |  | Material
 Leases                                                    |  | 50  
|Section 5.8                                                    |  | Intellectual
 Property                                              |  | 51  
|Section 5.9                                                    |  | Liens                                                               |  | 51  
|Section 5.10                                                   |  | Litigation                                                          |  | 51  
|Section 5.11                                                   |  | Material
 Agreements                                                |  | 51  
|Section 5.12                                                   |  | Taxes and
 Tax Returns, Etc                                         |  | 51  
|Section 5.13                                                   |  | Contracts
 with Affiliates, Etc                                     |  | 52  
|Section 5.14                                                   |  | Employee
 Benefit Plans                                             |  | 52  
|Section 5.15                                                   |  | Governmental
 Regulation                                            |  | 52  
|Section 5.16                                                   |  | Securities
 Activities                                              |  | 53  
|Section 5.17                                                   |  | Disclosure                                                          |  | 53  
|Section 5.18                                                   |  | No Material
 Default                                                |  | 53  
|Section 5.19                                                   |  | Environmental
 Conditions                                           |  | 53  

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|                                           |  |                                                              |  |   
|------------------------------------------ |  | ------------------------------------------------------------ |  | --
|Section 5.20                               |  | Licenses and
 Permits                                        |  | 54
|Section 5.21                               |  | General
 Collateral Representation                           |  | 54
|Section 5.22                               |  | Owned Real
 Property                                         |  | 55
|Section 5.23                               |  | Deposit and
 Other Accounts                                  |  | 55
|Section 5.24                               |  | No Brokerage
 Fee                                            |  | 55
|Section 5.25                               |  | Noncompetition
 Agreements                                   |  | 55
|Section 5.26                               |  | Solvency                                                     |  | 55
|Section 5.27                               |  | Casualties                                                   |  | 55
|Section 5.28                               |  | Insurance
 Policies; Surety Bonds                            |  | 55
|Section 5.29                               |  | Updating
 Representations and Warranties                     |  | 55
|                                           |  |                                                              |  |   
|ARTICLE 6 - AFFIRMATIVE COVENANTS          |  | 56                                                          
|Section 6.1                                |  | Financial
 Reporting and Other Information                   |  | 56
|Section 6.2                                |  | Maintenance
 of Property; Authorization; Insurance           |  | 58
|Section 6.3                                |  | Corporate
 Existence                                         |  | 59
|Section 6.4                                |  | Inspection
 Rights                                           |  | 59
|Section 6.5                                |  | Compliance
 with Laws                                        |  | 59
|Section 6.6                                |  | Notice of
 Other Events                                      |  | 60
|Section 6.7                                |  | Communication
 with Accountants                              |  | 60
|Section 6.8                                |  | Payment of
 Obligations                                      |  | 60
|Section 6.9                                |  | Payment of
 Fees                                             |  | 60
|Section 6.10                               |  | Governmental
 Consents and Approvals                         |  | 61
|Section 6.11                               |  | Employee
 Benefit Plans                                      |  | 61
|Section 6.12                               |  | Further
 Assurances                                          |  | 61
|Section 6.13                               |  | Borrowers
 Depository Accounts                              |  | 61
|Section 6.14                               |  | Use of
 Proceeds                                             |  | 61
|                                           |  |                                                             
|ARTICLE 7  FINANCIAL COVENANTS            |  | 61                                                          
|Section 7.1                                |  | Senior
 Leverage Ratio                                       |  | 61
|Section 7.2                                |  | Minimum
 Fixed Charge Coverage                               |  | 61
|Section 7.3                                |  | Limitation
 on Capital Expenditures                          |  | 61
|                                           |  |                                                              |  |   
|ARTICLE 8  NEGATIVE COVENANTS             |  | 62                                                          
|Section 8.1                                |  | Limitation
 on Nature of Business                            |  | 62
|Section 8.2                                |  | Acquisition
 of Subsidiaries                                 |  | 62
|Section 8.3                                |  | Limitation
 on Fundamental Changes                           |  | 62
|Section 8.4                                |  | Restricted
 Payments                                         |  | 62
|Section 8.5                                |  | Limitation
 on Disposition of Assets                         |  | 63
|Section 8.6                                |  | Limitation
 on Investments                                   |  | 64
|Section 8.7                                |  | Acquisition
 of Margin Securities                            |  | 65
|Section 8.8                                |  | Limitation
 on Liens and Encumbrances                        |  | 65
|Section 8.9                                |  | No
 Additional Negative Pledges                              |  | 65
|Section 8.10                               |  | No
 Restrictions on Subsidiary Distributions to any Borrower |  | 66
|Section 8.11                               |  | Limitation
 on Indebtedness                                  |  | 66
|Section 8.12                               |  | Contingent
 Obligations                                      |  | 67
|Section 8.13                               |  | Transactions
 with Affiliates                                |  | 67
|Section 8.14                               |  | Anti-Terrorism
 Laws                                         |  | 67
|                                           |  |                                                              |  |   
|ARTICLE 9 - EVENTS OF DEFAULT AND REMEDIES |  | 67                                                          
|Section 9.1                                |  | Events of
 Default                                           |  | 67
|Section 9.2                                |  | Termination
 of Commitments and Acceleration of Obligations  |  | 70
|Section 9.3                                |  | Remedies                                                     |  | 70
|Section 9.4                                |  | Continuing
 Default; No Implied Waiver; Rights Cumulative    |  | 70
|Section 9.5                                |  | Set-Off; Pro
 Rata Sharing                                   |  | 70
|                                           |  |                                                              |  |   
|ARTICLE 10  CONCERNING AGENT AND LENDERS  |  | 71                                                          

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|                                                    |  |                                                          |  |   
|--------------------------------------------------- |  | -------------------------------------------------------- |  | --
|Section 10.1                                        |  | Appointment
 of Agent                                    |  | 71
|Section 10.2                                        |  | Authority                                                |  | 71
|Section 10.3                                        |  | Nature of
 Duties of Agent                               |  | 72
|Section 10.4                                        |  | Collateral
 Matters                                      |  | 72
|Section 10.5                                        |  | Indemnification                                          |  | 74
|Section 10.6                                        |  | Sharing of
 Funds Received                               |  | 74
|Section 10.7                                        |  | Agent as
 Lender; Other Relationships                    |  | 75
|Section 10.8                                        |  | Independent
 Credit Decisions by Lenders                 |  | 75
|Section 10.9                                        |  | Resignation
 of Agent                                    |  | 75
|Section 10.10                                       |  | No Third
 Party Beneficiary                              |  | 75
|Section 10.11                                       |  | No Reliance
 on Agents Customer Identification Program  |  | 76
|Section 10.12                                       |  | USA Patriot
 Act                                         |  | 76
|                                                    |  |                                                          |  |   
|ARTICLE 11  CROSS-GUARANTY PROVISIONS OF BORROWERS |  | 76                                                      
|Section 11.1                                        |  | Cross-Guaranty                                           |  | 76
|                                                    |  |                                                          |  |   
|ARTICLE 12  PROVISIONS OF GENERAL APPLICATION      |  | 79                                                      
|Section 12.1                                        |  | Term of
 Agreement                                       |  | 79
|Section 12.2                                        |  | Notices                                                  |  | 80
|Section 12.3                                        |  | Survival of
 Representations                             |  | 81
|Section 12.4                                        |  | Amendments,
 Waivers and Consents                        |  | 81
|Section 12.5                                        |  | Costs,
 Expenses, Taxes and Indemnification              |  | 82
|Section 12.6                                        |  | Confidentiality                                          |  | 84
|Section 12.7                                        |  | Binding
 Effect; Assignments                             |  | 84
|Section 12.8                                        |  | Participations                                           |  | 86
|Section 12.9                                        |  | Governing
 Law; Jurisdiction and Venue                   |  | 86
|Section 12.10                                       |  | WAIVER OF
 JURY TRIAL                                    |  | 87
|Section 12.11                                       |  | Waivers                                                  |  | 87
|Section 12.12                                       |  | Interpretation
 and Proof of Loan Documents              |  | 87
|Section 12.13                                       |  | Entire
 Agreement; Integration of Schedules and Exhibits |  | 87
|Section 12.14                                       |  | Headings                                                 |  | 88
|Section 12.15                                       |  | Counterparts                                             |  | 88
|Section 12.16                                       |  | Severability                                             |  | 88
|Section 12.17                                       |  | Application
 of Payments; Revival of Obligations         |  | 88
|Section 12.18                                       |  | No Recourse                                              |  | 88
|Section 12.19                                       |  | Cumulative
 Remedies                                     |  | 88
|Section 12.20                                       |  | PATRIOT ACT
 NOTICE                                      |  | 88

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|                |                                                 | 
|--------------- | ----------------------------------------------- | 
|SCHEDULES      
|                |                                                 | 
|Schedule 1.1    | Commitments                                     | 
|Schedule 1.2    | Borrowers Facilities                           | 
|Schedule 5.1(a) | Jurisdictions Where
 Qualified to do Business   | 
|Schedule 5.1(b) | Ownership of Capital Stock
 of Borrower         | 
|Schedule 5.1(c) | Ownership of Capital Stock
 of Subsidiaries     | 
|Schedule 5.1(d) | Non-Subsidiary Investments                      | 
|Schedule 5.1(e) | Officers, Directors,
 General Partners, Members | 
|Schedule 5.2    | Consents                                        | 
|Schedule 5.7    | Material Leases                                 | 
|Schedule 5.8    | Patents, Copyrights and
 Trademarks             | 
|Schedule 5.10   | Pending or Threatened
 Litigation               | 
|Schedule 5.11   | Material Agreements                             | 
|Schedule 5.12   | Tax Matters                                     | 
|Schedule 5.13   | Affiliate Contracts                             | 
|Schedule 5.14   | Employee Benefit Plans                          | 
|Schedule 5.17   | Certain Disclosures                             | 
|Schedule 5.19   | Environmental Matters                           | 
|Schedule 5.21   | Filing Offices                                  | 
|Schedule 5.22   | Owned Real Property                             | 
|Schedule 5.23   | Bank and Investment
 Accounts                   | 
|Schedule 5.25   | Non-Compete Agreements                          | 
|Schedule 6.2(b) | Insurance Coverages                             | 
|Schedule 8.8(e) | Existing Liens                                  | 
|Schedule 8.11   | Existing BB&T LOC                               | 
|                |                                                 | 
|EXHIBITS       
|               
|Exhibit A       | Form of Advance Request
 and Borrowing Notice   | 
|Exhibit B       | Form of Borrowing Base
 Certificate             | 
|Exhibit C-1     | Form of Borrower Security
 Agreement            | 
|Exhibit C-2     | Form of Guarantor Security
 Agreement           | 
|Exhibit D       | Form of Compliance
 Certificate                 | 
|Exhibit E       | Form of Pledge Agreement                        | 
|Exhibit F       | Form of Revolving Loan
 Note                    | 
|Exhibit G       | Form of Term Loan Note                          | 
|Exhibit H       | Form of Guaranty                                | 
|Exhibit I       | Form of Agreement
 Regarding Insurance          | 
|Exhibit J       | Form of Assignment and
 Assumption Agreement    | 

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CREDIT AGREEMENT

This CREDIT
AGREEMENT (this Agreement) dated as of July 30, 2010 is by and among
INDUSTRIAL SERVICES OF AMERICA, INC., a Florida corporation (ISA), ISA
INDIANA, INC., an Indiana corporation (ISA Indiana), and each of the
other Persons, if any, that become a Borrower hereunder after the Closing Date,
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.

The parties
hereto agree as follows, intending to be legally bound:

ARTICLE 1
DEFINITIONS

Section 1.1
Provisions Pertaining to Definitions. For all purposes of this
Agreement, unless otherwise expressly specified:

(a)
The expression this Agreement means this Credit Agreement (including all of
the Schedules and Exhibits hereto);

(b) Unless the context clearly indicates the contrary, words importing the
singular only shall include the plural and vice versa, and all references to
dollars shall be United States Dollars;

(c) Accounting terms not otherwise defined herein shall have the meanings
customarily given in accordance with GAAP;

(d) All of the uncapitalized terms contained in this Agreement which are
defined under the UCC will, unless defined in the Loan Documents or the context
clearly indicates otherwise, have the meanings provided for in the UCC;

(e) The term including is used by way of illustration and not by way of
limitation;

(f) The definition of any document, agreement or instrument includes all
schedules, attachments and exhibits thereto and all renewals, extensions,
supplements, modifications, restatements and amendments thereof, but only to
the extent such renewals, extensions, supplements, modifications, restatements
or amendments thereof are not prohibited by the terms of any Loan Document. All
references to statutes include: (i) all regulations promulgated thereunder, (ii)
any amendments of such statutes or regulations promulgated thereunder, and
(iii) any successor statutes and regulations, including any comparable
provision of the applicable statute, ordinance, code, regulation or other law
as amended or superseded after the date of this Agreement;

(g) Hereunder, herein, hereto, this Agreement and words of similar
import refer to this entire document;

(h) The term good faith means honesty in
fact in the conduct or transaction concerned;

(i) The existence of references to a Subsidiary of a Borrower throughout this
Agreement is for a matter of convenience only. Any references to Subsidiaries
of a Borrower set forth herein shall not in any way be construed as consent by
Lenders to the establishment, maintenance or acquisition of any Subsidiary; and

(j) Whenever the sense of this Agreement or any of the other Loan Documents so
require, the masculine or feminine gender will be substituted for, or be deemed
to include, the neuter, the feminine gender will be substituted for the
masculine, or the masculine will be deemed to include the feminine, and the
neuter gender will be substituted for, or be deemed to include, the masculine
or, as applicable, feminine gender.

Section 1.2
Definitions. In addition to terms defined elsewhere in this Agreement,
the following terms shall have the following meanings (whether or not
underscored):

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Accountants
means Mountjoy Chilton Medley, LLP or such other firm of certified public
accountants selected by ISA and acceptable to Agent and Requisite Lenders in
the exercise of their discretion in good faith.

Advance
Rate means a percentage, subject to change by Agent from time to time in
accordance with Section 2.13, which is applied to Eligible Receivables
(the Receivables Advance Rate) and to Eligible Inventory (the Inventory
Advance Rate) for purposes of determining the Borrowing Base. The initial
advance rates are as follows: the Receivables Advance Rate is 80%, and the
Inventory Advance Rate is 60%. The Receivables Advance Rate will never exceed
80%, and the Inventory Advance Rate will never exceed 60%. Agent may establish,
in its discretion exercised in good faith, from time to time in accordance with
Section 2.13 one or more additional Inventory Advance Rates which may be
applied severally against specific categories or types of Eligible Inventory.

Affected
Lender has the meaning given in Section 2.6(a)(iv).

Affiliate
means, in relation to any Person (in this definition called the Subject
Person), any other Person (a) which (directly or indirectly) controls or
is controlled by or is under common control with the Subject Person; (b) which
(directly or indirectly) owns or holds ten percent (10%) or more of any voting
Capital Securities or other Equity Interest in the Subject Person; or (c) ten
percent (10%) or more of whose voting Capital Securities or other Equity
Interest is directly or indirectly owned or held by the Subject Person. For the
purposes of this definition and the Loan Documents: (i) the term control
(including, with correlative meanings, the terms controlled by and under
common control with), as used with respect to any Person, shall mean the
possession (directly or indirectly) of the power to direct or to cause the
direction of the management or the policies of such Person, whether through the
ownership of shares of any class in the capital stock or any other voting
Capital Securities of such Person or by contract or otherwise and (ii) each of
the following will be deemed an Affiliate of Borrowers for purposes of this
Agreement: all of each Credit Partys officers, managers (within the meaning of
any applicable limited liability company law) in the case of a limited
liability company, and members of a corporate Credit Partys Board of
Directors.

Agent
means Fifth Third acting in the capacity as Agent for Lenders and LC Issuer
under the Loan Documents and includes (where the context so admits) any other
Person or Persons succeeding to the functions of Agent on, and subject to, the
terms of this Agreement.

Agent
Advances has the meaning in Section 10.4(f).

Agent
email Address has the meaning given in Section 12.2(c).

Agents
Liens, Liens in favor of Agent, Liens granted to Agent,
security interest of Agent or words of similar import mean the Liens
granted to Agent, for the benefit: of Agent, LC Issuer and Lenders pursuant to
this Agreement and the other Loan Documents.

Agent
Materials has the meaning given in Section 10.2(e).

Agreement
Regarding Insurance means each Agreement Regarding Insurance between ISA
and Agent, substantially in the form of Exhibit I hereto.

Anti-Terrorism
Laws means any law, rule or regulation relating to terrorism or money
laundering, including Executive Order No. 13224, the USA Patriot Act, the
laws, rules and regulations compromising or implementing the Bank Secrecy Act
and the laws, rules and regulations administered by the United States Treasury
Departments Office of Foreign Asset Control (as any of the foregoing may
be amended).

Applicable
Daily LIBOR Rate Margin means, as of any date, two and three-fourths
percent (2.75%) for Revolving Loans and three percent (3.0%) for the Term Loan.

Applicable
LIBOR Tranche Rate Margin means, as of any date, two and one-half percent
(2.50%) for Revolving Loans and two and three-fourths percent (2.75%) for the
Term Loans.

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Applicable
Prime Rate Margin means, as of any date, one-half of one percent (0.50)%.

Asset
Dispositions has the meaning given in Section 8.5.

Assignment
and Assumption Agreement has the meaning given in Section 12.7(b).

Attorneys
Fees means the reasonable fees, costs and expenses of all attorneys (and
all paralegals and other staff employed by such attorneys) retained by Agent,
LC Issuer or Lenders from time to time in connection with, or arising out of,
the matters encompassed by the reference to the capitalized term Attorneys
Fees in the applicable provisions of the applicable agreement, instrument or
other document.

Authorized Representative means
any of (a) the Chief Executive Officer, (b) the President, (c) the Chief
Financial Officer, (d) the Chief Operating Officer, (e) the Chief
Administrative Officer or (f) any other employee, officer or director of a
Borrower which has been so designated by a Borrower in writing and delivered to
Agent.

Bank
Product Obligations means all Indebtedness of each Borrower and its
Subsidiaries, whether absolute or contingent and howsoever and whensoever
created, modified, evidenced or acquired for any of the following products or
services provided by Agent, a Lender or any of their Affiliates: (a) commercial
(multi) credit cards and (b) treasury, investment and cash management services
(including controlled disbursement, automated clearinghouse transactions,
returned items, overdrafts, depositary and other cash management services and
other services relating to deposit, securities and other accounts).

BB&T
means, collectively, Branch Banking and Trust Company, a North Carolina banking
corporation together with its Affiliates.

BB&T
Rate Management Agreement means that certain ISDA Master Agreement dated
as of December 22, 2006, by and between BB&T and ISA.

Blocked
Person means any Person: (a) that is listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224; (b) owned or
controlled by, or acting for or on behalf of, any Person that is listed in
the annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224; (c) with which any Lender is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law; (d) that
commits, threatens or conspires to commit or supports terrorism as defined in
Executive Order No. 13224; (e) that is named as a specially designated
national on the most current list published by the U.S. Treasury
Department Office of Foreign Asset Control at its official website or any
replacement website or other replacement official publication of such list; or
(f) who is affiliated or associated with a Person listed above.

Borrower
means each of ISA and ISA Indiana, and Borrowers means, collectively,
ISA and ISA Indiana. To the extent a term or provision of this Agreement or any
of the other Loan Documents is applicable to a Borrower, it is applicable to
each Borrower unless the context expressly indicates otherwise.

Borrower
Security Agreement means a Security Agreement between Borrowers and Agent,
substantially in the form of Exhibit C-1 hereto.

Borrowers Facilities means, collectively, those facilities
described on Schedule 1.2 which are owned or leased by a Borrower.
Borrowers Facility means each of the foregoing facilities.

Borrowing
Base means, as of any time, an amount in Dollars equal to:

(a)
the Receivables Advance Rate applied to the then Net Amount of Eligible
Receivables then outstanding;

plus
(b) the least of (i) $15,000,000 (subject to adjustment as provided in Section
2.13), (ii) the applicable Inventory Advance Rate applied, with respect to
the applicable categories of Eligible Inventory, to the then Eligible Inventory
and (iii) 80% of the Net Orderly Liquidation Value Percentage (such product
expressed as a

---



percentage) applied, with respect to the applicable categories of
Eligible Inventory, to the then Eligible Inventory; and

less (c) the then Reserve Amount.

Borrowing
Base Certificate means a certificate substantially in the form of Exhibit
B, or such other form as Agent may from time to time direct, setting forth
the calculation of the Borrowing Base which has been signed by an Authorized
Representative.

Borrowing
Base Deficiency means the failure, as of any time, of the Revolving Loan
Availability to be greater than or equal to zero Dollars.

Borrowing
Base Reserve Implementation has the meaning given in Section 2.13(c).

Borrowing
Date means a date on which a Loan is made hereunder.

Business
Day means (a) with respect to any borrowing, payment or rate selection of
a LIBOR Rate Loan, a day (other than a Saturday or Sunday) on which (i) banks
generally are open in Cincinnati, Ohio for the conduct of substantially all of
their commercial lending activities, (ii) interbank wire transfers can be made
on the Fedwire system, and (iii) dealings in Dollars are carried on in the
London interbank market and (b) for all other purposes, a day (other than a
Saturday or Sunday) on which banks generally are open in Cincinnati, Ohio for
the conduct of substantially all of their commercial lending activities and
interbank wire transfers can be made on the Fedwire system.

Buy-Out
Notice has the meaning given in Section 12.4(c).

Capital
Expenditure means any amount paid or incurred in connection with the
purchase of real Property, plant, machinery, fixed assets, equipment or other
similar expenditure (including all renewals, substitutions, improvements and
replacements thereto, and all obligations under any lease of any of the
foregoing) which has been or is required to be capitalized on Borrowers and
their Subsidiaries balance sheet determined on a Consolidated basis.

Capital
Lease means any lease of Property which has been or is required to be
capitalized on Borrowers and their Subsidiaries balance sheet determined on a
Consolidated basis.

Capital
Securities means all capital stock, shares, interests, participations,
general or limited partnership interests, or limited liability company
interests or other equivalents (regardless of how designated) of or in a
corporation, partnership, limited liability company or other entity, whether
voting or nonvoting, including common stock, preferred stock or any other
equity security (as such term is defined in Rule 3a11-1 of the Rules and
Regulations promulgated by the SEC (17 C.F.R. § 240.3a11-1) under the Exchange
Act).

Capitalized
Lease Obligations means all rental obligations of Borrowers and their
Subsidiaries which, on a Consolidated basis under GAAP, are or will be required
to be capitalized on Borrowers Consolidated books, in each case taken at the
amount thereof accounted for as Indebtedness in accordance with such
principles.

Cash
Collateral Account has the meaning given in Section 3.4(b).

Cash
Equivalents means: (a) marketable direct obligations issued or
unconditionally guaranteed or insured by the United States or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within three (3) months from the date of acquisition
thereof; (b) investments in certificates of deposit or bankers acceptances
maturing within three (3) months from the date of acquisition issued by any
Lender or any other commercial bank organized under the laws of the United
States or any state thereof that is a member of the Federal Reserve System
having capital surplus and undivided profits aggregating at least Two Hundred
Fifty Million Dollars ($250,000,000); (c) investments in commercial paper of
any Lender or of any other Person (other than an Affiliate of any Borrower)
which, at the time of issuance, have a rating of at least A-1 from

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Standard & Poors, a Division of The McGraw-Hill Companies, Inc.
(or any successor rating organization) or at least P-1 from Moodys Investors
Service, Inc. (or any successor rating organization) and maturing not more than
six (6) months from the date of acquisition thereof; (d) obligations of the
type described in (a), (b) or (c) above purchased pursuant to a repurchase agreement
obligating the counterparty to repurchase such obligations not later than
thirty (30) days after the purchase thereof, secured by a fully perfected
security interest in any such obligation, and having a market value at the time
such repurchase agreement is entered into of not less than 100% of the
repurchase obligation of the issuing bank; (e) time deposits or Eurodollar time
deposits maturing no more than thirty (30) days from the date of creation with
commercial banks having membership in the Federal Deposit Insurance Corporation
in amounts not exceeding the lesser of $100,000 or the maximum insurance
applicable to the aggregate amount of such Persons deposits in such
institution; and (f) investments in money market funds, substantially all of whose
Property are comprised of securities described in clauses (a) through (e)
above.

Casualty
Loss means any occurrence or event pursuant to which any Property owned or
used by a Person is (a) stolen, vandalized, damaged, destroyed, or suffers any
other loss (whether insured or uninsured) or (b) condemned, confiscated or
otherwise taken, in whole or in part, or the use thereof is otherwise
diminished so as to render impracticable or unreasonable the use of such
Property for the purposes to which such Property were used immediately prior to
such condemnation, confiscation or taking, by exercise of the powers of
condemnation or eminent domain or otherwise.

CERCLA
has the meaning given in the definition of Environmental Laws.

Change
of Control means any of the following (or any combination of the
following) whether arising from any single transaction or event or any series
of transactions or events (whether as the most recent transaction in a series
of transactions or otherwise) which, individually or in the aggregate, results
in:

(a)
any Person or group, but excluding Harry Kletter, any Affiliate of Harry
Kletter and his immediate family, either (a) becoming the beneficial owner,
directly or indirectly, of Capital Stock representing more than fifty percent
(50%) of the aggregate ordinary voting power represented by the issued and
outstanding Capital Stock of ISA or (b) otherwise having the ability, directly
or indirectly, to elect a majority of the Board of Directors of ISA;

(b)
during any period of 24 consecutive months, individuals who at the beginning of
such period constituted the Board of Directors of ISA (together with any new or
replacement directors whose election to the Board of Directors, or whose
nomination for election by the stockholders, was approved by a vote of at least
a majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for reelection was
previously so approved) ceasing for any reason to constitute a majority of the
directors then in office;

(c)
any Person or group possessing the power to direct or cause the direction of
the management or policies of ISA, whether through the ability to exercise
voting power, by contract or otherwise, that is not in possession of such power
as of the Closing Date;

(d)
a change in the ownership of ISA Indiana or any Guarantor such that ISA,
subject Section 8.3(a), fails to: (i) own legally and beneficially, free
and clear of any Liens (except the Liens in favor of Agent and the other
Permitted Liens as defined in the Pledge Agreement), 100%, on a Fully Diluted
Basis, of the issued and outstanding voting and non-voting Capital Securities
of each of ISA Indiana and each Guarantor or (ii) have the power to direct or
cause the direction of the management and policies of ISA Indiana or any
Guarantor; or

(e)
Mr. Brian Donaghy or an Approved Successor (as defined below) ceases, for any
reason, to serve as the President of ISA actively involved in each Borrowers
management. For purposes of the foregoing, an Approved Successor is the
President of ISA elected by the Board of Directors of ISA not more than 90 days
after Mr. Donaghy or any Approved Successor ceases to serve as the President of
ISA and who is acceptable to Agent in its judgment exercised in good faith.

For purposes of this definition, the terms group and beneficial
owner shall have the respective meanings ascribed to them pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules of the

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Securities Exchange Commission promulgated thereunder, except that a
Person or group shall be deemed to beneficially own or be the beneficial
owner of all securities that such Person or group has the right to acquire,
whether such right is exercisable immediately or after a passage of time.

CIP
Regulations has the meaning given in Section 10.11.

Closing
Date means July 30, 2010 or such later date on which the initial Loans are
made hereunder.

Code
means the United States Internal Revenue Code of 1986, as amended.

Collateral
means the Collateral as defined in each of the Borrower Security Agreement
and the Guarantor Security Agreement.

Collateral
Assignments means those certain assignments and agreements from a Borrower
(or any Subsidiary of a Borrower) to Agent, on behalf of Lenders, both now
existing and arising from time to time.

Commitments
means the Revolving Loan Commitment and the Term Loan Commitments.

Compliance
Certificate means a certificate, substantially in the form of Exhibit D,
evidencing the compliance by Borrowers with the covenants of this Agreement as
of the immediately preceding Computation Date and signed by an Authorized
Representative.

Computation
Date means the last day of each Fiscal Quarter of the Credit Parties.

Consolidated
means, for any Person, with respect to any accounting matter or amount, such
matter or amount computed on a consolidated basis for such Person and its
Subsidiaries in accordance with GAAP.

Consolidated
Adjusted EBITDA means, for any applicable period, the total (without
duplication), in Dollars (all as determined on a Consolidated basis in
accordance with GAAP) of the sum of the Credit Parties and their
Subsidiaries: (a) Consolidated EBITDA for the applicable period; plus
(b) to the extent deducted in the determination of Net Income which was used to
determine such Consolidated EBITDA, the sum of: (i) any non-cash compensation
expenses arising from the issuance of any Equity Interests and Capital
Securities appreciation rights, each granted to the management of the Credit
Parties during the applicable period, (ii) any non-cash extraordinary or
non-recurring non-cash charges or non-cash losses during the applicable period,
and (iii) any non-cash charges related to changes in the exposure under Rate
Management Agreements during the applicable period; minus (c) to the
extent included in the determination of Net Income which was used to determine
such Consolidated EBITDA for the applicable period, the sum of: (i) any
non-cash extraordinary or non-cash non-recurring income or gains during the
applicable period, (ii) any gain arising from the sale of capital Property
during the applicable period, and (iii) any gain arising from the write-up of
any Property during the applicable period.

Consolidated
EBITDA means, for any applicable period, the total (without duplication),
in Dollars (all as determined on a Consolidated basis in accordance with GAAP)
of: Net Income plus, to the extent deducted in determining Net Income
for such period, (a) Interest Expense, (b) any income, franchise, commercial
activity Tax or equivalent income-type Tax expenses, and (c) amortization
and depreciation expenses, all determined for such period for the Credit
Parties and their Subsidiaries on a Consolidated basis without duplication in
accordance with GAAP.

Consolidated
Fixed Charges means, for any applicable period, the total (without
duplication), in Dollars (all as determined on a Consolidated basis in
accordance with GAAP) of: (a) the aggregate cash payments of Interest Expense; plus
(b) scheduled payments of principal with respect to all Indebtedness for
Borrowed Money of the Credit Parties and their Subsidiaries, including the
principal component of any Capital Lease, all determined for such period for
the Credit Parties and their Subsidiaries on a Consolidated basis without
duplication in accordance with GAAP.

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Consolidated
Senior Funded Debt means, as of any date of determination, the sum of
(without duplication), in Dollars of the principal portion of all Indebtedness
for Borrowed Money of the Credit Parties and their Subsidiaries on a
Consolidated basis.

Contested
Claim has the meaning given in Section 6.5(a).

Contingent
Obligation means any direct or indirect liability, contingent or
otherwise, with respect to any Indebtedness, lease, dividend, letter of credit,
bankers acceptance or other obligation of another if the primary purpose or
intent thereof, as determined by Agent, in incurring the Contingent Obligation
is to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof.
Contingent Obligations shall include (a) the direct or indirect guaranty,
indorsement (otherwise than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another; (b) Indebtedness of another secured by a
Lien on Property owned by a Borrower or any of its Subsidiaries, even though a
Borrower or its Subsidiaries has not assumed or become liable for the payment
therefor; and (c) any liability for the obligations of another through any
agreement (contingent or otherwise): (i) to purchase, repurchase or otherwise
acquire such obligation or any security therefor, or to provide funds for the
payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), (ii) to
maintain the solvency of any balance sheet item, level of income or financial
condition of another, or (iii) to make take-or-pay, pay-or-play or similar
payments if required regardless of nonperformance by any other party or parties
to an agreement, if in the case of any agreement described under sub clauses
(i), (ii) or (iii) of this sentence the primary purpose or intent thereof is as
described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
incurred or supported, as determined by Agent.

Controlled
Disbursement Account has the meaning given in Section 2.4(a)(ii).

Copyrights
means all of the following in which any Borrower or any of its Subsidiaries now
holds or hereafter acquires any interest: (a) all copyrights, works of
authorship, including the copyrights therein, domestic or foreign, now owned or
hereafter acquired, and similar intellectual property, whether documented as a
copyright interest or not, including all copyrights in and to software
programs; and any variants or derivatives thereof, and any and all past,
present or future registrations and recordings thereof, and all applications in
connection therewith, including registrations, recordings, applications in the
United States Copyright Office or in any similar office or agency of the United
States, any state or territory thereof or any other country; (b) all income,
royalties, damages and payments now and hereafter due and/or payable with
respect thereto, including damages and payment for past or future infringements
thereof; (c) the right to sue for past, present and future infringements
thereof; (d) all rights corresponding thereto throughout the world; and (e) all
reissues, extensions or renewals thereof.

Credit
Parties means, collectively, Borrowers, Guarantors and any Subsidiaries of
Borrowers created or acquired after the Closing Date, provided that the formation,
acquisition and Investment in such Subsidiary of Borrower has been consented to
in writing by Agent and the Requisite Lenders.

Cross-Guaranty
has the meaning given in Section 11.1(b).

Cross-Guaranteed
Obligations has the meaning given in Section 11.1(a).

Current
Financial Statements has the meaning given in Section 5.5.

CWS
means Computerized Waste Systems, LLC, a Kentucky limited liability company.

Daily
LIBOR-Based Rate means an annual rate of interest equal to the sum of (a)
the Daily LIBOR Rate as in effect from day to day plus (b) the Applicable Daily
LIBOR Rate Margin then in effect.

Daily
LIBOR Rate means the rate of interest (rounded upwards, if necessary, to
the next 1/8th of 1% and adjusted for reserves if Agent or any
Lender is required to maintain reserves with respect to the unpaid principal

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balance of any Daily LIBOR Rate Loan) fixed by the British Bankers
Association at 11:00 a.m., London, England time, relating to quotations for the
one month London InterBank Offered Rate on U.S. Dollar deposits as published on
Bloomberg LP, or, if no longer provided by Bloomberg LP, such rate as shall be
determined in good faith by Agent from such sources as Agent shall determine to
be comparable to Bloomberg LP (or any successor) as determined by Agent at
approximately 10:00 a.m. Local Time on the relevant date of determination. Each
determination by Agent of the Daily LIBOR Rate shall be conclusive in the
absence of manifest error. The Daily LIBOR Rate shall initially be determined
as of the Closing Date and shall be adjusted automatically on each Business Day
by Agent based on the Daily LIBOR Rate then in effect.

Daily LIBOR
Rate Loan means the applicable portion of the Loans bearing interest, as
of any date, at a rate determined by reference to the Daily LIBOR-Based Rate.

Default
means any event or occurrence which, with the giving of notice, the passage of time,
or the satisfaction of any other condition, or all of them, would constitute or
has become an Event of Default.

Default
Rate means an annual rate of interest equal to the sum of (a) the then
applicable rates of the Loans plus (b) two percent (2.0%).

Defaulting Lender means any Lender that shall have
failed to, or shall have given Agent or Borrowers notice that it does not
intend to, fund its Pro Rata Share of any Revolving Loan, Interim Advances, or
Agent Advances (assuming the conditions to funding have been met) as and when
required hereunder; provided, however, that such Lender shall
only be a Defaulting Lender for such period as such failure or refusal shall
continue unremedied.

Deficiency
means (collectively and individually) a Borrowing Base Deficiency and a Letter
of Credit Deficiency.

Deemed
Good Faith Reserves has the meaning given in the definition of Reserve
Amount.

Discretionary
Reserves has the meaning given in the definition of Reserve Amount.

Document
means any document, as such term is defined in the UCC.

Dollars
and $ means dollars in lawful currency of the United States of America unless
otherwise indicated.

Eligible
Inventory means each Borrowers Inventory which meets the criteria in
clause (a) below of this definition and is not ineligible pursuant to clause
(b) below. Eligible Inventory will be valued, for purposes of determining the
Borrowing Base, at the lower of market value or cost, in accordance with GAAP
(other than with respect to determining the Net Orderly Liquidation Value
Percentage). Inventory which is deemed to be Eligible Inventory, but which
subsequently fails to meet the foregoing criteria for Eligible Inventory, shall
immediately cease to be Eligible Inventory for the purpose of determining the
Borrowing Base.

(a) Except
as otherwise provided in clause (b) below, Inventory is eligible if it is, and
continues to be, (i) Finished Goods or Raw Materials and (ii) subject to a
valid and prior, fully perfected security interest of Agent, free and clear of
all Liens of any Person except to the extent, if applicable, of any Permitted
Liens under Sections 8.8(a) and 8.8(b).

(b) Without
limiting Agents discretion as to other Inventory in clause (xi) below, the
following Inventory will not, in any event, constitute Eligible Inventory:

(i)
(A) Finished Goods (1) which are not readily saleable in the ordinary course of
a Borrowers business, (2) which are slow-moving or obsolete as determined by
Agent, in its discretion exercised in good faith, or (3) which are subject to
defects which would affect their market value (including all Finished Goods for
which reserves for obsolescence have been provided for in Borrowers financial
statements or for which

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obsolescence reserves are anticipated) and (B) Raw Materials (1) which
are not in good condition or not usable in a Borrowers business, (2) which are
slow-moving or obsolete as determined by Agent, in its discretion exercised in
good faith, or (3) which are subject to defects which would affect their market
value (including all Raw Materials for which reserves for obsolescence have
been provided for in a Borrowers financial statements or for which
obsolescence reserves are anticipated);

(ii)
work in process; supplies and packaging materials; molds; spare parts except
those spare parts which are readily saleable in the ordinary course of a
Borrowers business; display items; or rack samples;

(iii)
Inventory that is located outside of the United States;

(iv)
Inventory which has been consigned to or by a Borrower or has been sold to a
Borrower in any sale on approval or sale or return transaction;

(v)
Inventory that is located on any premises not owned by a Borrower or is in the
possession of any Person other than a Borrower except (subject to any
additional requirements imposed by Agent, in its discretion exercised in good
faith, to protect each Borrowers title thereto or the Agents Liens thereon):
(A) Eligible Inventory in the possession of a warehouseman or other bailee
(including an inventory processor) if Agent has received a bailee waiver letter
acceptable to Agent from such warehouseman or bailee and such warehousemen or
bailee has not issued a negotiable document of title as to any of the Eligible
Inventory, (B) Eligible Inventory located on premises leased by a Borrower if
Agent has received a landlords waiver acceptable to Agent in its discretion
exercised in good faith with respect to such premises and (C) Eligible
Inventory located at the premises of North American Stainless if Agent has
received written waiver and access agreements from North American Stainless and
the secured creditors of North American Stainless in forms acceptable to Agent;
provided
that the aggregate amount of such Eligible Inventory in this clause
(C) shall not exceed $2,000,000 in the aggregate (before application of the
Inventory Advance Rate);

(vi)
Inventory that is subject to any trademark, trade name, patent or licensing
arrangement, any contractual arrangement, or any law, rule or regulation that
could, in any instance in Agents judgment exercised in good faith, limit or
impair the ability of Agent to promptly exercise any of its rights with respect
thereto;

(vii)
Inventory (A) with respect to which insurance proceeds, if any, are not payable
to Agent as mortgagee or loss payee in accordance with the Loan Documents or
(B) which is subject to a negotiable warehouse receipt or other negotiable
instrument;

(viii)
Inventory that is in transit to or from one of Borrowers Facilities; provided
that Inventory that is in transit between one Borrowers Facility
and another Borrowers Facility shall, if otherwise eligible, be eligible if in
transit for less than five Business Days;

(ix)
Inventory which is custom made for a particular customer of a Borrower for
which a Borrowers customer did not issue a purchase order to a Borrower;

(x)
Inventory sold to North American Stainless that gave rise to a Permitted
Factoring Receivable; or

(xi)
Inventory as to which Agent, in its discretion exercised in good faith, deems
to be ineligible because of type, category, value or quantity or any other
credit or collateral considerations which Agent makes applicable from time to
time. If, at any time, Agent exercises its discretion under this clause (xi) to
make any Inventory ineligible solely as a result of the exercise of Agents
rights under this clause (xi) (Discretionary Ineligible Inventory
Determination), Agent will give Borrowers 5 Business Days advance written
notice of such Discretionary Ineligible Inventory Determination unless a
Default then exists, in which case Agent will give Borrowers contemporaneous
oral or written notice of such Discretionary Ineligible Inventory
Determination.

Eligible
Receivables means such of the Receivables owing to each of Borrowers that
meet the criteria in clause (a) below of this definition and are not ineligible
pursuant to clause (b) below. Receivables which are

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deemed to be Eligible Receivables, but which subsequently fail to meet
the foregoing criteria for Eligible Receivables, shall immediately cease to be
Eligible Receivables for the purpose of determining the Borrowing Base.

(a) Except
as provided in clause (b) below, Receivables which meet, and continue to meet,
all of the following criteria are Eligible Receivables:

(i)
Receivables which consist of ordinary trade accounts receivable owned solely by
such Borrower, evidenced by such Borrowers customary invoice therefor, payable
in cash in Dollars and which arise out of an outright, bona fide, lawful and
final provision of services or sale of Finished Goods in each case in the
ordinary course of such Borrowers business as presently conducted by it to a
Person who is not an Affiliate of such Borrower (or who otherwise is controlled
by such Borrower or by an Affiliate of such Borrower) who has issued a valid
and binding written purchase order to, or entered into a binding written
contract therefor with, such Borrower;

(ii)
Receivables which are due and payable absolutely and unconditionally within (A)
such Borrowers customary payment terms as granted in the ordinary course of
business as presently conducted by it, or permitted to be conducted by it in
accordance with the terms of this Agreement, provided that such customary
payment terms as granted do not, in any event, exceed 60 days from the date of
the invoice applicable thereto, or (B) such extended terms that Agent, in its
discretion exercised in good faith, approves after prior notice from such
Borrower;

(iii)
Receivables with respect to which (A) the services covered thereby have
been rendered and accepted by the account debtor or its designee or (B) the
Finished Goods covered thereby have been delivered to the account debtor or its
designee and accepted by such account debtor or designee; and

(iv)
Receivables with respect to which not more than 90 days have elapsed since the
date of the original invoice applicable thereto.

(b) Without
limiting Agents discretion as to other Receivables in clause (xvi) below, the
following Receivables will not, in any event, constitute Eligible Receivables:

(i)
Receivables with respect to which the account debtor or any Affiliate of the
account debtor has filed or had filed against it a petition in bankruptcy or
for reorganization, made a general assignment for the benefit of creditors, or
failed, suspended business operations, become insolvent or in respect of which
a receiver, custodian, or a trustee was appointed for a significant portion of
its Property or affairs, or Receivables with respect to which the account
debtor is incompetent or has died;

(ii)
Receivables with respect to which the account debtor (A) is not qualified to do
business in one or more States of the United States (including the District of
Columbia) or any Canadian provinces or (B) has its principal place of business
or chief executive office outside of the United States (including the District
of Columbia) or any Canadian provinces unless in either or both of such events
(A) or (B), the Receivable is supported by an irrevocable, clean letter of
credit issued (1) by a financial institution satisfactory to Agent as
beneficiary and (2) on terms acceptable to Agent, and, if so requested by
Agent, delivered to Agent in pledge for negotiation and presentment;

(iii)
Receivables owing from any account debtor, either alone or together with its
Affiliates, if 25% or more of such Receivables are ineligible for any reason;

(iv)
Receivables owing from any single account debtor, to the extent such
Receivables exceed, as of any date, 30% of the face amount (less maximum
discounts, credits and allowances which may be taken by, or granted to, such
account debtor in connection therewith) of the then aggregate outstanding
Eligible Receivables of Borrowers; provided, however, that, as of any date of
determination, for Receivables (which are otherwise eligible) owing from North
American Stainless, the foregoing percentage is 80%; provided that, the aggregate
amount of such Eligible Receivables owing from North American Stainless shall
not exceed in the aggregate at any time the then Receivables Advance Rate multiplied
by $20,000,000 (after application of the

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Receivables Advance Rate; such that, on the Closing Date, the maximum
amount of Eligible Receivables owing from North American Stainless could not
exceed $16,000,000);

(v)
Receivables with respect to which the account debtor is a Governmental
Authority (Government Receivables), unless with respect to such
Government Receivables the Assignment of Claims Act of 1940, as amended (31
U.S.C. § 3727 and 41 U.S.C. § 15) or, as applicable, comparable state, county,
or municipal statute, ordinance, code or regulation has been complied with to
Agents satisfaction;

(vi)
Receivables which (A) consist (or to the extent consisting) of deposits, C.O.D.
sales, vendor warranty claims, finance charges, service charges, or interest on
delinquent accounts, (B) are proceeds of consigned Inventory, (C) are
Receivables owed by any employee of a Borrower or any Affiliate of a Borrower,
or (D) are debit memoranda;

(vii)
Receivables with respect to which the terms or conditions prohibit or restrict
assignment or collection rights or which are evidenced by a promissory note,
chattel paper or other instrument;

(viii)
Receivables (A) which are subject to set-off, credit, contras, allowance or
adjustment by the account debtor (except discounts allowed for prompt payment),
or (B) with respect to which the account debtor has returned any of the
Inventory from the sale from which the Receivables arose, provided that in either or
both of such events (A) or (B), the net amount owed by such account debtor to
any Borrower in respect of such Receivable, as determined by Agent in its
discretion exercised in good faith, will, if otherwise eligible, be an Eligible
Receivable;

(ix)
Receivables which are generated by a sale on approval, a bill and hold sale, a
sale on consignment, or other type of conditional sale or which are subject to
progress billing;

(x)
Receivables which are not subject to the first priority security interest of
Agent or are subject to any Lien of any Person except to the extent, if
applicable, of any Permitted Liens under Section 8.8(a);

(xi)
Receivables with respect to which the account debtor (the Subject Customer)
is located in any one or more of New Jersey, Minnesota, or West Virginia
unless: (A) if the Subject Customer is located in New Jersey, each applicable
Borrower has properly qualified to do business in New Jersey or has filed a
Notice of Business Activities Report with the New Jersey Division of Taxation
for the then current year, (B) if the Subject Customer is located in Minnesota,
each such Borrower has properly qualified to do business in Minnesota or has
filed a Notice of Business Activities Report with the Minnesota Division of
Taxation for the then current year, or (C) if the Subject Customer is located
in West Virginia, each such Borrower has filed, or is exempt from filing, a
Business Activity Report with the Tax Commissioner of the State of West
Virginia for the then current year;

(xii)
Receivables with respect to which the account debtor has sold or is selling
substantially all of its Property and has not established adequate reserves or
made provisions for the payment of all amounts owed to such account debtors
trade creditors, as determined by Agent in its discretion exercised in good
faith;

(xiii)
Receivables with respect to which the account debtor is located in any state or
provinces requiring the filing by a Borrower of an application to qualify to do
business or a fictitious name report in order to permit such Borrower to seek
judicial enforcement in such state or provinces of payment of that Receivable,
unless such Borrower has qualified to do business in such state or has filed a
fictitious name report;

(xiv)
Receivables for which a Borrower was required to have issued a Surety Bond with
respect to such Borrowers performance of the services giving rise to the
Receivables;

(xv)
Receivables constituting Permitted Factoring Receivables; or

(xvi)
Receivables which Agent, in its discretion exercised in good faith, deems to be
ineligible based on those credit or collateral considerations which Agent makes
applicable from time to time. If, at any time, Agent exercises its discretion
under this clause (xvi) to make any Receivables ineligible solely as a result
of the

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exercise of Agents rights under this clause (xvi) (Discretionary
Ineligible Receivables Determination), Agent will give Borrowers 5
Business Days advance written notice of such Discretionary Ineligible
Receivables Determination unless a Default then exists, in which case Agent
will give Borrowers contemporaneous oral or written notice of such
Discretionary Ineligible Receivables Determination.

email
has the meaning given in Section 12.2(c).

Employee
Benefit Plan means an employee benefit plan as defined in Section 3(3)
of ERISA.

Environmental
Laws means individually or collectively any applicable local, state or
federal law, statute, rule, regulation, order, ordinance, common law, or permit
or license term or condition pertaining to the environment or to environmental
contamination, regulation, management, control, treatment, storage, disposal,
containment, removal, clean-up, reporting or disclosure, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA)
(including the Superfund Amendments and Reauthorization Act), the Resource
Conservation and Recovery Act (including the Hazardous and Solid Waste
Amendments of 1984), the Toxic Substances Control Act, the Clean Water Act, the
Safe Drinking Water Act, the Clean Air Act, and the Occupational Safety and
Health Act of 1970, 29 U.S.C. § 651et seq.

Equipment
means equipment as defined in the UCC.

Equity
Interests means all Capital Securities and all securities convertible
into, and all warrants, options or other rights to acquire, any Capital
Securities or that are measured by the value of Capital Securities.

Equity
Issuance means the issuance of Equity Interests in ISA after the Closing
Date.

ERISA
means the Employee Retirement Income Security Act of 1974 and regulations
issued thereunder, as amended.

ERISA
Affiliate means, in relation to any Person, any trade or business (whether
or not incorporated) which is a member of a group of which that Person is a
member and which is under common control within the meaning of the regulations
promulgated under Section 414 of the Code.

Event
of Default means any event or condition described in Section 9.1.

Exchange
Act means the Securities Exchange Act of 1934, as amended.

Executive
Order No. 13224 means the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as amended.

Excess
Cash Flow means, for the applicable Fiscal Year, an amount equal to the
sum of (without duplication), in Dollars, of: (a) Borrowers Consolidated
Adjusted EBITDA for the applicable Fiscal Year, minus (b) Borrowers
Consolidated Fixed Charges for such Fiscal Year and any voluntary prepayments
of the Term Loan, or any mandatory prepayment of the Term Loan minus (c)
Borrowers aggregate Non-financed Capital Expenditures for such Fiscal Year.
For purposes of determining Excess Cash Flow for the Fiscal Year ending
December 31, 2010, the Fiscal Year will begin on the Closing Date and end on
December 31, 2010.

Excess
Cash Flow Payment has the meaning given in Section 2.2(e).

Excess
Cash Flow Percentage means 25%.

Extraordinary
Disposition means, with respect to a Borrower or a Subsidiary of a
Borrower, any Asset Disposition, whether in one transaction or a series of
related or unrelated transactions, other than an Asset Disposition of the type
described in Sections 8.5(a) through, and including, 8.5(f).

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Federal
Funds Rate means, for any day, an interest rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Cincinnati, Ohio time)
on such day on such transactions received by Agent from three Federal funds
brokers of recognized standing selected by Agent in its sole discretion.

Fee
Letter means a letter agreement dated as of the Closing Date between Agent
and Borrowers.

Financial
Covenants means each of the financial covenants contained in Sections
7.1, 7.2, and 7.3. The Financial Covenants set forth in Sections
7.1, 7.2, and 7.3 will be based on Borrowers and their
Subsidiaries financial performance on a Consolidated basis in accordance with
GAAP.

Finished
Goods means finished goods owned and held by any and each Borrower at such
Borrowers Facilities for sale in the ordinary course of such Borrowers
business as presently conducted by it or permitted to be conducted by it in
accordance with the terms of this Agreement.

Fiscal
Quarter means, in respect of a date as of which the applicable Financial
Covenant is being calculated or financial report is being furnished, any Fiscal
Quarter of a Fiscal Year, the first Fiscal Quarter of a Fiscal Year beginning
on beginning on January 1 and ending on March 31, the second Fiscal Quarter of
a Fiscal Year beginning on April 1 and ending on June 30, the third Fiscal
Quarter of a Fiscal Year beginning on July 1 and ending on September 30, and
the fourth Fiscal Quarter of a Fiscal Year beginning on October 1 and ending on
December 31.

Fiscal
Year means the Credit Parties and their Subsidiaries fiscal year for
financial accounting purposes, beginning on January 1st and ending on December
31st.

Fixed
Charge Coverage Ratio means the ratio, as of any Computation Date,
resulting from dividing: (a) the total (without duplication), in Dollars
(all as determined on a Consolidated basis in accordance with GAAP) of: (i)
Consolidated Adjusted EBITDA for the Test Period ending as of such Computation
Date; minus (ii) the aggregate cash Non-financed Capital Expenditures
for such applicable Test Period; minus (iii) the amount of any income,
franchise, commercial activity Tax or equivalent income-type Taxes paid in cash
for such applicable Test Period by (b) the sum of: (i) Consolidated
Fixed Charges for such applicable Test Period; plus (ii) the amount of
any dividends or distributions paid by, and Share Repurchases made by, ISA to
its stockholders in cash for such applicable Test Period; provided,that nothing
herein shall be construed to constitute any Lenders consent to the payment of
any dividends, distributions or Share Repurchases that are not expressly
permitted by other provisions of this Agreement or the other Loan Documents.

Fully
Diluted Basis means, for purposes of determining whether a Change in
Control has occurred, with respect to all voting common stock and any other
Capital Securities of Borrowers entitled to vote for the election of the Board
of Directors of each Borrower, the assumption that all options, warrants or
other convertible securities or instruments or other rights to acquire such
Capital Securities have been exercised or converted, as applicable, in full,
regardless of whether any such options, warrants, convertible securities or
instruments or other rights are then vested or exercisable or convertible in
accordance with their terms.

GAAP
means generally accepted accounting principles in the United States in effect
from time to time, consistently applied.

General
Intangibles means general intangibles as defined in the UCC.

Governmental
Authority means any nation or government, any state or other political
subdivision thereof, and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to,
government or any agency or instrumentality thereof (including any central
bank).

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Guaranteed
Pension Plan means any employee pension benefit plan (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by ISA or any ERISA
Affiliate or to which ISA or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.

Guarantor
means each of CWS, Indiana Real Estate, ISA Real Estate, Logistics, Recycling,
7021 Grade, 7124 Grade, 7200 Grade and Waste Equipment and Guarantors
means, collectively, CWS, Indiana Real Estate, ISA Real Estate, Logistics,
Recycling, 7021 Grade, 7124 Grade, 7200 Grade and Waste Equipment. To the
extent a term or provision of this Agreement or any of the other Loan Documents
is applicable to a Guarantor, it is applicable to each Guarantor unless the
context expressly indicates otherwise.

Guarantor
Security Agreement means the Security Agreement between Guarantors and
Agent, substantially in the form of Exhibit C-2 hereto.

Guaranty
means the Guaranty executed by Guarantors in favor of Agent and Lenders,
substantially in the form of Exhibit H hereto.

Hazardous
Substances means any and all hazardous and toxic substances, wastes or
materials, any pollutants, contaminants, or dangerous materials (including
polychlorinated biphenyls, asbestos, volatile and semi-volatile organic
compounds, oils, petroleum products and fractions, and any materials which
include hazardous constituents or become hazardous, toxic, or dangerous when
their composition or state is changed), or any other similar substances or
materials which are included under or regulated by any Environmental Law.

Head
Office means, in relation to Agent, the head office of Fifth Third located
at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, or such office designated
in writing to Borrowers and Lenders by Fifth Third or any successor Agent.

Inactive
Companies means, collectively, Inactive Non-Guarantor Parties and Inactive
Subsidiaries.

Inactive
Non-Guarantor Parties means ISA Leasing Co., K&R Corporation, a
Kentucky corporation, K&R Resources, LLC, RJ Fitzpatrick Smelters Inc., an
Indiana corporation, K&P Land Development LLC, a Kentucky limited liability
company, Kletter Properties LLC, a Kentucky limited liability company and IES
of America, Inc., a Kentucky corporation until such time as the Borrowers have
provided Agent with evidence, satisfactory to the Agent in its sole and
absolute discretion, that such Person is not a Subsidiary of a Borrower.

Inactive
Subsidiary means each of CWS, Waste Equipment and Recycling.

Indebtedness
means all of a Persons indebtedness, obligations, and liabilities to any other
Person, including: (a) in respect of Borrowers, the Obligations (including any
and all Rate Management Obligations and the Bank Product Obligations), (b) all
Contingent Obligations, and (c) all other debts, claims and indebtedness,
contingent, fixed or otherwise, heretofore, now and from time to time hereafter
owing, due or payable, however evidenced, created, incurred, acquired or owing
and however arising, whether under written or oral agreement, operation of law,
or otherwise, to the extent the foregoing would be classified as a liability on
a Persons balance sheet in accordance with GAAP.

Indebtedness
for Borrowed Money means, in relation to any Person at any particular
time, all Indebtedness: (a) in respect of any money borrowed, including letters
of credit and acceptance facilities; (b) under or in respect of any Contingent
Obligation (whether direct or indirect) of any money borrowed; (c) evidenced by
any loan or credit agreement, promissory note, debenture, bond, guaranty or
other similar written obligation to pay money; (d) under any Capital Lease,
synthetic lease or any form of off balance sheet financing; and (e) for the
deferred and unpaid purchase price of any Property or business or any services
(other than trade accounts payable incurred in the ordinary course of business
and constituting current liabilities not more than ninety (90) days in arrears
measured from the date of billing), all as determined in accordance with GAAP.

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Indiana
Real Estate means ISA Indiana Real Estate, LLC, a Kentucky limited
liability company.

Insolvency
Laws has the meaning given in Section 9.1(h).

Instruments
means any instrument as defined in the UCC.

Intellectual
Property means all Copyrights, Patents and Trademarks, together with
(a) all inventions, processes, production methods, proprietary
information, know-how and trade secrets; (b) all licenses or user or other
agreements granted to any obligor with respect to any of the foregoing, in each
case whether now or thereafter owned or used including the licenses or other
agreements with respect to the Copyrights, Patents or the Trademarks; (c) all
information, customer lists, identification of suppliers, data, plans,
blueprints, specifications, designs, drawings, recorded knowledge, surveys,
engineering reports, test reports, manuals, materials standards, processing
standards, performance standards, catalogs, computer and automatic machinery
software and programs; (d) all field repair data, sales data and other
information relating to sales or service of products now or hereafter
manufactured; (e) all accounting information and all media on which or in which
any information or knowledge or data or records may be recorded or stored and
all computer programs used for the compilation or printout of such information,
knowledge, records or data; (f) all licenses, consents, permits, variances, certifications
and approvals of Governmental Authorities now or hereafter held by a Borrower
or a Subsidiary; and (g) all causes of action, claims and warranties now or
hereafter owned or acquired by a Borrower or any of its Subsidiaries in respect
of any of the items listed above.

Interest
Expense means, for any period, the total amount of all charges for the use
of funds (whether characterized as interest, original issue discount, debt
service or otherwise) payable with respect to all Indebtedness for Borrowed
Money of the Credit Parties and their Subsidiaries for such period, including
the portion of any Capital Lease attributable to interest, determined on a
Consolidated basis in accordance with GAAP.

Interim
Advance has the meaning given in Section 2.4(b)(i).

Inventory
means inventory as defined in the UCC.

Inventory
Advance Rate has the meaning given in the definition of Advance Rate.

Investment
means all investments by a Person in any other Person, whether by: (a) Capital
Securities purchase, capital contribution, loan, advance, guaranty of any
Indebtedness or creation or assumption of any other liability in respect of any
Indebtedness of such other Person, (b) the transfer or sale of Property (otherwise
than in the ordinary course of the business) to any other Person for less than
payment in full in cash of the transfer or sale price or the fair value thereof
(whichever of such price or value is higher), or (c) the acquisition or other
purchase of all or substantially all of the Property of any Person or the
Property comprising any line of business or business unit or division.

ISA
has the meaning given in the opening paragraph of this Agreement.

ISA
Indiana has the meaning given in the opening paragraph of this Agreement.

ISA
Real Estate means ISA Real Estate, LLC, a Kentucky limited liability
company.

L/C
Draft means a draft drawn on LC Issuer pursuant to any Letter of Credit.

LC
Issuer means Fifth Third, as the issuer of Letters of Credit under Section 2.3,
together with its successors and assigns in such capacity.

LC
Payment Date has the meaning given in Section 2.3(h).

Leasing
Obligations has the meaning given in the definition of Obligations.

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Lenders
means collectively each of the banks or lending institutions set forth on Schedule
1.1 and their respective successors and assigns, and any financial
institutions which, pursuant to the terms of this Agreement, become from time
to time a Lender to this Agreement after the date of this Agreement; and Lender
means any one of Lenders. For purposes of the Loan Documents, LC Issuer is a
Lender insofar as its capacity as LC Issuer.

Letter
of Credit means any standby letter of credit or commercial letter of
credit issued by LC Issuer at any time during the effectiveness of this
Agreement pursuant to Section 2.3, and includes any renewal thereof or
substitution or replacement therefor.

Letter
of Credit Application has the meaning given in the definition of Letter of
Credit Documents.

Letter
of Credit Availability means, as at any time, an amount equal to the lesser
of (a) an amount equal to (i) $1,000,000 less (ii) the then Letter
of Credit Obligations and (b) the then Revolving Loan Availability.

Letter
of Credit Deficiency means any failure of the Letter of Credit
Availability to be greater than or equal to zero Dollars.

Letter
of Credit Documents means, with respect to each and every Letter of
Credit, (a) a letter of credit application and reimbursement agreement on LC
Issuers then customary form (the Letter of Credit Application) and
(b) any other agreements, certificates, documents and information as LC Issuer
may request relating to a Letter of Credit in the exercise of its discretion in
good faith.

Letter
of Credit Exposure means, as at any time, the sum of (a) the Letter of
Credit Face Amount of all outstanding Letters of Credit and (b) all
unreimbursed L/C Drafts under any Letters of Credit (whether or not
outstanding).

Letter
of Credit Face Amount of any Letter of Credit means, at any time, the face
amount of the Letter of Credit, after giving effect to all L/C Drafts paid
thereunder and other reductions of the face amount and to all reinstatements of
the face amount effected, pursuant to the terms of the Letter of Credit, prior
to such time.

Letter
of Credit Fee has the meaning given in Section 2.3(g).

Letter
of Credit Obligations means, at any time, the sum of (a) the Letter of
Credit Exposure plus (b) the amount of all of each Borrowers unpaid
obligations in respect of the Letters of Credit under this Agreement, including
the Letter of Credit Fees, and including any Indebtedness of any sort
whatsoever, however arising, whether present or future, fixed or contingent,
related or unrelated, or paid, incurred, or arising in connection with a Letter
of Credit.

LIBOR
Prepayment Fee has the meaning given in Section 2.7(f).

LIBOR
Rate Loans means the Daily LIBOR Rate Loans and the LIBOR Tranche Rate
Loans.

LIBOR
Replacement Lender has the meaning given in Section 2.6(a)(iv).

LIBOR
Reserve Requirements means, for any LIBOR Tranche Period for which a LIBOR
Tranche Election is effective, the maximum reserves (whether basic,
supplemental, marginal, emergency or otherwise) prescribed by the Board of
Governors of the Federal Reserve System (or any successor) with respect to
liabilities or assets consisting of or including eurocurrency funding,
currently referred to as Eurocurrency Liabilities (as defined in Regulation D
of the Board of Governors of the Federal Reserve System), having a term equal
to the LIBOR Tranche Period.

LIBOR
Tranche Amount means a Dollar amount of each LIBOR Tranche Rate Loan as
designated by Borrowers from time to time in a then effective LIBOR Tranche
Election; provided,
however, that if, at any time that a LIBOR Tranche Election is in
effect, the principal balance of any LIBOR Tranche Rate Loan is, for any
reason, reduced below the then effective LIBOR Tranche Amount, thereby
triggering a LIBOR Prepayment Fee as

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provided in Section 2.7(f), as of the triggering of such LIBOR
Prepayment Fee, the LIBOR Tranche Amount shall be reduced to the principal
balance of the LIBOR Tranche Rate Loans used as the basis for determining the
LIBOR Prepayment Fee.

LIBOR
Tranche-Based Rate means, as of any date, an annual rate of interest equal
to the sum of (i) the LIBOR Tranche Rate in effect as of the first day of the
LIBOR Tranche Period for which the LIBOR Tranche-Based Rate is being
determined, plus (ii) the Applicable LIBOR Tranche Rate Margin then in
effect.

LIBOR
Tranche Election means an effective election by Borrowers to have the
principal balance of the Loans, or one or more designated portions thereof,
bear interest at the LIBOR Tranche-Based Rate for the LIBOR Tranche Period as
designated therein in accordance with the provisions of Section 2.6(a)(ii)
in the form of Exhibit A.

LIBOR
Tranche Period means a period consisting of one (1), two (2), or three (3)
months, as designated by Borrowers from time to time in a LIBOR Tranche
Election.

LIBOR
Tranche Rate means the rate of interest (rounded upwards, if necessary, to
the next 1/8th of 1% and adjusted for any applicable LIBOR Reserve
Requirements as determined by Agent) fixed by the British Bankers Association
at 11:00 a.m., London, England time, relating to quotations for the one month,
two month, or three month London InterBank Offered Rates, as selected by
Borrowers in their LIBOR Tranche Election, on Dollar deposits, as published on
Bloomberg LP, or, if no longer provided by Bloomberg LP, such rate as shall be
determined in good faith by Agent from such sources as Agent shall determine to
be comparable to Bloomberg LP (or any successor) as determined by Agent at
approximately 10:00 am Local Time on the relevant date of determination. Each
determination by Agent of the LIBOR Tranche Rate shall be conclusive in the
absence of manifest error.

LIBOR
Tranche Rate Loan means all or such portions of the Loans (other than
Agent Advances, Interim Advances or Overadvances) with respect to which a LIBOR
Tranche Election shall have been made for the applicable LIBOR Tranche Period
with respect thereto.

Licenses
and Permits means all licenses, permits, registrations and recordings
thereof and all applications incorporated into such licenses, permits and
registrations now owned or hereafter acquired by any Person and required from
time to time for the business operations of such Person.

Lien
means any lien, mortgage, pledge, security interest, charge or other encumbrance
of any kind, including any conditional sale or other title retention agreement,
any lease in the nature thereof, any agreement to give any security interest,
and the authorized filing by or against a Person of any financing statement as
debtor under the UCC (other than a filing to reflect the ownership interest of
a lessor or licensor).

Life
Insurer means Pruco Life Insurance Company and its successors and assigns.

Life
Insurance means the policies of life insurance (together with any
supplementary contracts issued in connection with those policies) insuring the
life of Brain G. Donaghy (Policy No. L8496479) and Steven D. Jones (Policy No.
L8496930) which have been issued by the Life Insurer and have a death benefit
in the aggregate face amount of $5,000,000 on each of said Persons.

Life
Insurance Documents means, collectively, each assignment of the Life
Insurance in favor of Agent pursuant to such instruments or agreements which
are in form and substance satisfactory to Agent, including each Agreement
Regarding Insurance entered into between Agent and ISA, and all other related
agreements, instruments or documents executed or delivered in connection
therewith.

Loan
Collateral means the Collateral, the Life Insurance, the Pledged
Collateral (as defined in the Pledge Agreement), and any other security or
collateral provided from time to time by, or on behalf of, a Borrower or any
other Person for the Obligations.

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Loan
Documents mean this Agreement, the Note, the Cross-Guaranties, the
Guaranty, the Security Documents, the Mortgages, the Life Insurance Documents,
the Letter of Credit Documents, all Rate Management Agreements between a
Borrower and a Lender or any Affiliate of a Lender, and any other agreement,
instrument, certificate or document executed or delivered in connection with or
pursuant to (a) any Bank Product Obligations or (b) this Agreement, whether
concurrently herewith or subsequent hereto.

Loans
mean, collectively, the Revolving Loans (including any Interim Advance and
Overadvance), Agent Advances and the Term Loan. Loan means,
individually, each advance of the Revolving Loans (including any Interim
Advance and Overadvance), each of the Agent Advances and the Term Loan.

Logistics
means ISA Logistics LLC, a Kentucky limited liability company.

Material
Adverse Effect means any event which, in Agents judgment exercised in
good faith, has (a) a material adverse effect on the financial condition, operations,
Property or Indebtedness of Borrowers and their Subsidiaries on a Consolidated
basis, (b) a material adverse effect upon the binding nature, validity or
enforceability of any of the Loan Documents, or (c) a material adverse effect
upon the ability of Borrowers and their Subsidiaries on a Consolidated basis to
perform their obligations under the Loan Documents.

Material
Agreements means any of the following contracts, instruments or other
agreements to which a Borrower is a party or to which any of its Property is
subject:

(a) any
Material IP Agreements;

(b) any
agreement (or group of related agreements) for the purchase or sale of raw
materials, commodities, supplies, products, or other personal property, or for
the furnishing or receipt of services, which involves consideration in excess
of $200,000;

(c) any
agreement concerning a partnership or joint venture;

(d) any
agreement (or group of related agreements) under which a Borrower has created, incurred,
assumed, or guaranteed any Indebtedness for Borrowed Money in excess of
$100,000, any Material Lease, or under which a Person has imposed a Lien on any
of any Borrowers Property;

(e) any
agreement in which a Borrower has agreed to refrain from selling, marketing,
distributing, or otherwise engaging in commerce with respect to any material
existing or future product, service, line of business or other business;

(f) any
profit sharing, stock option, stock purchase, stock appreciation, deferred
compensation, severance, or other material plan or arrangement for the benefit
of any of any Borrowers current or former stockholders, members, officers, or
employees, or the members of any Borrowers Board of Directors or, as applicable,
managers (as defined under any applicable limited liability company act);

(g) any
collective bargaining agreement;

(h) any
written agreement for the employment of any individual on a full-time,
part-time, consulting, or other basis providing annual compensation in excess
of $100,000 or providing material severance benefits;

(i) any
agreement under which a Borrower has advanced or loaned any amount to any of
its stockholders, members, officers, or employees, or the members of any
Borrowers Board of Directors or, as applicable, managers (as defined under any
applicable limited liability company act) outside the ordinary course of
business consistent with past custom and practice (including with respect to
quantity and frequency);

(j) any
agreement under which the consequences of a default or termination would
reasonably be expected to have a Material Adverse Effect;

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(k) any
agreement under which a Borrower has granted any Person any registration rights
under applicable securities laws (including demand and piggyback registration
rights);

(l) any
agreement under which a Borrower has advanced or loaned any other Person
amounts in the aggregate exceeding $100,000; or

(m) any
other agreement (or group of related agreements) entered into other than in the
ordinary course of business, the performance of which involves consideration in
excess of $100,000.

Material
EPA Permits has the meaning given in Section 5.19(a).

Material
IP has the meaning given in Section 5.8(a).

Material
IP Agreements has the meaning given in Section 5.8(b).

Material
Lease means any lease (other than a Capital Lease) under which a Person
shall lease (as lessee) or acquire the right to possess and/or use any Property
or any other similar agreement (whether written or oral) pursuant to which such
Person pays an annual lease payment or rental payment equal to or greater than
$100,000, pays its lease payments to an Affiliate, or which otherwise is
material to the operation of such Persons business.

Material
Licenses and Permits has the meaning given in Section 5.20.

Maximum
Liability has the meaning given in Section 11.1(l).

Maximum
Revolving Commitment means Forty Million Dollars ($40,000,000).

Mortgages
means, collectively, each mortgage or deed of trust granted by ISA or the
Pledgors from time to time for the benefit of Agent, LC Issuer and Lenders.

Multiemployer
Plan means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA which is maintained for employees of a Borrower or any ERISA Affiliate of
a Borrower, to which a Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contribution.

NAS
Factoring Report has the meaning given in Section 6.1(n).

NAS
Factoring Documents has the meaning given in Section 6.1(n).

Net
Amount of Eligible Receivables means, at any time, the gross amount of
Eligible Receivables less sales, excise or similar Taxes, and less returns,
liquidated damages, discounts, claims, credits and allowances of any nature at
any time issued, owing, granted, outstanding, available or claimed.

Net
Income means, for any period, the aggregate of the net income (or net
loss) of the Credit Parties and their Subsidiaries for such period, determined
on a Consolidated basis, but excluding, without duplication: (a) the income of
any Person (other than a Subsidiary) in which a Borrower has an ownership
interest, unless such income has been received by Borrowers in a cash
distribution within the period and (b) the income of any Subsidiary of a
Borrower to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that income is not at that time permitted
by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary.

Net
Orderly Liquidation Value Percentage means, as of any date, with respect
to the Inventory of Borrowers, the orderly liquidation value thereof (expressed
as a percentage of all Inventory), as determined in a manner acceptable to
Agent by an appraiser acceptable to Agent, net of all costs of liquidation
thereof, pursuant to the then current net orderly liquidation value Inventory
appraisal.

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Net
Proceeds means the aggregate proceeds paid in cash or Cash Equivalents
received in respect of any Casualty Loss, Equity Issuance, or Extraordinary
Disposition, net of (a) direct out-of-pocket costs paid to Persons which are
not Affiliates of a Borrower to the extent related to any such Casualty Loss,
Equity Issuance, or Extraordinary Disposition (including legal, accounting,
underwriting discounts, investment banking fees and sales commissions), (b) any
relocation expenses incurred as a result of any such Extraordinary Disposition,
(c) any Taxes paid or payable as a result of any such Casualty Loss, Equity
Issuance, or Extraordinary Disposition (after taking into account any available
Tax credits or deductions in any Tax sharing arrangements), (d) any amounts
required to be applied in payment of Indebtedness secured by a Lien incurred in
accordance with this Agreement on the Property that is subject of any such
Extraordinary Disposition or Casualty Loss and which Indebtedness is required,
pursuant to the terms of the instrument governing such Indebtedness or Lien, to
be repaid in connection with such Extraordinary Disposition or Casualty Loss,
or in order to obtain the necessary consent to a sale, to be repaid in
connection with such Extraordinary Disposition, and (e) any reserves
established by a Borrower or any of its Subsidiaries in accordance with GAAP to
fund indemnification obligations, adjustments in respect of the sale price of
or other Indebtedness in respect of such Property, and other contingent
liabilities, if any, reasonably estimated to be payable, that are directly
attributable to such event.

Non-financed
Capital Expenditures means the total amount of Capital Expenditures for
any period, as determined on a Consolidated basis in accordance with GAAP, made
by the Credit Parties and their Subsidiaries determined exclusive of those
Capital Expenditures made from (a) funds borrowed by a Borrower (for purposes
of this clause (a) funds borrowed will not include funds borrowed from
Lenders as a Revolving Loan) or pursuant to any Capital Lease or (b) the Net
Proceeds from any Casualty Loss.

Non-Paying
Cross-Guarantor has the meaning given in Section 11.1(m).

North
American Stainless means North American Stainless, a general partnership,
together with its Affiliates.

Notes
means, collectively, the Revolving Loan Notes, the Term Loan Notes and any
other promissory notes executed by Borrowers to the order of a Lender after the
Closing Date. Note means, individually, any one of the Notes, unless specifically
identified.

Obligations
means, collectively, the Loans, the Letter of Credit Obligations, the Bank
Product Obligations, the Rate Management Obligations, the Cross-Guaranteed
Obligations and all of the Indebtedness, obligations, covenants, promises,
indemnities, agreements and other liabilities existing on the date hereof or
arising from time to time hereafter, whether direct, indirect, absolute,
contingent, joint or several, matured or unmatured, related or unrelated,
liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, whether for the payment of money, whether
arising out of overdrafts on checking, deposit or other accounts or electronic
funds transfers (whether through automatic clearing houses or otherwise) or out
of a Lenders or Agents non-receipt of, or inability to collect, funds or
otherwise not being made whole in connection with depository transfer checks or
other similar arrangements and whether direct or indirect (including acquired
by assignment), of any and each Borrower or any Subsidiary of any Borrower to
Agent, LC Issuer or any Lender under or in respect of any one or more of the
Loan Documents. Obligations shall also include (i) all interest, charges and
other fees chargeable hereunder to any Borrower or due hereunder from any
Borrower to Agent or Lenders from time to time and all costs, expenses, and
amounts referred to in Section 12.5 and (ii) all Indebtedness owing to
Fifth Third (or its Affiliates) under any lease, lease contract, lease
agreement, master lease, sublease, schedule or other like document or agreement
executed by a Borrower or its Subsidiaries for any Equipment or other Property
(Leasing Obligations).

Operating
Account has the meaning given in Section 2.4(a)(ii).

Organizational
Documents means for each Borrower and its Subsidiaries, as applicable,
such entitys certificate/articles of incorporation/organization, bylaws,
stockholders agreements, operating agreement, partnership agreement,
resolutions, actions, or other applicable charter or other governing documents.

Other
Deposit Accounts has the meaning given in Section 5.23.

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Overadvance
has the meaning given in Section 2.2(b).

Owned
Real Property has the meaning given in Section 5.22.

Patents
means all of the following in which a Person now holds or hereafter acquires
any interest: (a) all letters patent of the United States or any country,
all registrations and recordings thereof, and all applications for letters
patent of the United States or any other country, including registrations,
recordings and applications in the United States Patent and Trademark Office or
in any similar office or agency of the United States, any state or territory
thereof or any other country, and (b) all reissues, continuations,
continuations-in-part or extensions thereof.

Payoff
Letter means a payoff letter in form and substance satisfactory to Agent,
in the exercise of its discretion in good faith, confirming that all of
Borrowers obligations under the Prior Senior Revolving Debt Agreement will be
repaid in full from the proceeds of the initial Loans and the Liens upon any of
the Property of any Borrower or any of its Subsidiaries constituting Collateral
will be released and providing for cash collateralization of the Borrowers
obligations under the BB&T Rate Management Agreement in amount that is
satisfactory to Agent in its sole and absolute discretion.

PBGC
means the Pension Benefit Guaranty Corporation or its successor.

Permitted
Factoring Receivable means a Receivable that is subject to a Permitted
Factoring Transaction.

Permitted
Factoring Transaction means factoring transactions entered into by any Borrower
with Banesto and Grupo Santander with respect to North American Stainless
Receivables only originated by such Borrower in the ordinary course of
business, which factoring transactions give rise to obligations that are
non-recourse to any such Borrower other than limited recourse customary for
factoring transactions of the same kind.

Permitted
Dissolution means, so long as there does not exist an Event of Default,
the dissolution in accordance with applicable law of any Inactive Subsidiary
upon at least 20 Business Days prior notice to Agent, and the dissolution of
each Inactive Non-Guarantor Party upon contemporaneous notice to Agent.

Permitted
Liens means those Liens permitted pursuant to Section 8.8.

Permitted
Purchase Money Indebtedness means purchase money or Capitalized Lease
Obligations incurred by a Borrower or any of its Subsidiaries to acquire any
Equipment if each of the following conditions is satisfied: (a) the total
outstanding amount of purchase money and Capitalized Lease Obligations incurred
by all Borrowers and their Subsidiaries do not, as of any date, exceed an
aggregate amount equal to $1,500,000, (b) such purchase money and Capitalized
Lease Obligations will not be secured by any of the Loan Collateral other than
the specific Equipment financed thereby and the identifiable cash proceeds
thereof, and (c) the principal amount of such purchase money and Capitalized
Lease Obligations will not, at the time of the incurrence thereof, exceed the
value of the Property so acquired.

Person
means an individual, a company, a corporation, an association, a partnership, a
joint venture, a limited liability company, an unincorporated trade or business
enterprise, a trust, an estate, or other legal entity or a Governmental
Authority or any agency, instrumentality or official of a Governmental
Authority.

Pledge
Agreement means the Pledge Agreement substantially in the form of Exhibit
E in form and substance satisfactory to Agent, pursuant to which ISA will
pledge all of its Equity Interests in all of its Subsidiaries to Agent, for the
benefit of Lenders, as security for the Obligations.

Pledgor
means each of ISA, Indiana Real Estate, ISA Real Estate, 7021 Grade, 7124
Grade, and 7200 Grade, and Pledgors means, collectively, ISA, Indiana
Real Estate, ISA Real Estate, 7021 Grade, 7124 Grade, and 7200 Grade. To the
extent a term or provision of this Agreement or any of the other Loan Documents
is applicable to a Pledgor, it is applicable to each Pledgor unless
the context expressly indicates otherwise.

Post-Closing
Agreements means each of, and collectively, Borrowers agreements to:

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(a) On or
before August 25, 2010, (i) Borrowers shall, and shall cause the other Pledgors
to, execute and deliver to Agent each of the Mortgages, all of which shall
provide for Agent to have a first priority Lien over all real Property owned by
the Borrowers and the Pledgors and (ii) Agent shall receive (A) a lenders
policy of title insurance policy in a form acceptable to Agent for each of the
real Property encumbered by the Mortgages, insuring the applicable Mortgage in
the amounts agreed to between Borrowers and Agent prior to the Closing Date,
with all standard and general exceptions deleted or endorsed over so as to
afford full extended form coverage and showing as exceptions only items
acceptable to Agent in its sole and absolute discretion and containing those
additional endorsements which are required by Agent; and (B) a legal opinion,
flood insurance certificates, title affidavits and such other documents,
instruments and agreements as may be requested by Agent in its discretion
exercised in good faith in connection with the Mortgages;

(b) On or
before September 1, 2010, for each policy of Life Insurance, deliver to Agent
(i) the original of such policy to Agent, (ii) all other related agreements,
instruments or documents executed or delivered in connection with the
assignment of such policy, including the life insurance company written
acknowledgment to Agent of the collateral assignment and, as appropriate,
consent to the assignment of such life insurance to Agent;

(c) On or
before October 1, 2010, deliver to Agent good standing certificates in respect
of ISA for the States of Alabama, Pennsylvania and Texas;

(d) On or
before October 1, 2010, deliver to Agent (all in form and substance
satisfactory to Agent): (i) a lenders loss payee (and as applicable,
mortgagee) endorsement in favor of Agent with respect to each of Borrowers
property insurance policies and (ii) an additional insured endorsement in favor
of Agent with respect to each of Borrowers liability insurance policies;

(e) On or
before November 1, 2010, Borrowers shall cause each Inactive Non-Guarantor
Party to, in the discretion of Agent, (i) execute joinder agreements to the
Guaranty and the Guarantor Security Agreement, in forms acceptable to Agent,
and deliver evidence to Agent that Agent will have, upon execution of such
joinder agreements, a first priority Lien on all Property of each Inactive
Non-Guarantor Party, (ii) dissolve in accordance with applicable law or (iii)
provide Agent with evidence, satisfactory to Agent in its sole and absolute
discretion, that such Inactive Non-Guarantor Party is not a Subsidiary of
either Borrower.

Pre-Settlement Determination Date has the meaning given in Section 2.4(c).

Prime
Rate means the rate of interest established from time to time by Agent as
its prime rate at its Head Office, whether or not Agent shall at times lend to
other borrowers at lower rates of interest.

Prior
Senior Revolving Debt Agreement means the Loan Agreement between ISA and
BB&T dated as of April 13, 2010, as may have been amended prior to the
Closing Date.

Pro
Rata Share means, with respect to any Lender, (a) with respect to
Revolving Loans and participations in Letters of Credit, a portion equal to a
fraction, the numerator of which is such Lenders Revolving Loan Commitment and
the denominator of which is the aggregate Revolving Loan Commitments; (b) with
respect to the Term Loan, a portion equal to a fraction, the numerator of which
is such Lenders Term Loan Commitment and the denominator of which is the aggregate
Term Loan Commitments; and (c) with respect to all Loans and participations in
Letters of Credit in the aggregate after the Termination Date, a portion equal
to a fraction, the numerator of which is such Lenders Loans and participations
in Letters of Credit and the denominator of which is the aggregate Loans and
participations in Letters of Credit of all Lenders. Each fraction determined in
accordance with this definition shall be expressed as a percentage up to nine
decimals in Agents discretion.

Proceeds
means proceeds as defined in the UCC.

Projections
means Borrowers forecasted annual: (a) balance sheets, (b) income
statements, and (c) operating budgets prepared on a quarterly basis in form and
substance satisfactory to Agent, all prepared for a succeeding one year period
on a division by division basis and otherwise consistent with Borrowers
historical financial statements, together with, if requested by Agent,
appropriate supporting details and statements of underlying assumptions.

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Property
means all types of real, personal, tangible, intangible or mixed property.

Rate
Management Agreement means any agreement, device or arrangement providing
for payments which are related to fluctuations of commodities, interest rates,
exchange rates, forward rates, or equity prices, including, but not limited to,
dollar denominated or cross currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts and warrants,
and any agreement pertaining to equity derivative transactions (e.g.,
equity or equity index swaps, options, caps, floors, collars and forwards),
including any ISDA Master Agreement, and any schedules, confirmations and
documents and other confirming evidence between the parties confirming
transactions thereunder, all whether now existing or hereafter arising, and in
each case as amended, modified or supplemented from time to time.

Rate
Management Obligations means any and all obligations of a Borrower to a
Lender or any Affiliate of a Lender, whether absolute, contingent or otherwise
and howsoever and whensoever (whether now or hereafter) created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under or in connection with (a) any and
all Rate Management Agreements between a Borrower and a Lender or any Affiliate
of a Lender, and (b) any and all cancellations, buy-backs, reversals,
terminations or assignments of such any Rate Management Agreement.

Raw
Materials means raw materials owned and held by a Borrower at a Borrowers
Facility that either (a) will be used or consumed in a Borrowers business as
presently conducted by it or permitted to be conducted by it in accordance with
the terms of this Agreement or (b) will be converted or fabricated into
Finished Goods in the ordinary course of Borrowers business as presently
conducted by it or permitted to be conducted by it in accordance with the terms
of this Agreement exclusive, in each case, of Raw Materials which are Hazardous
Substances.

Receivables
means accounts as defined in the UCC.

Receivables
Advance Rate has the meaning given in the definition of Advance Rate.

Recycling
means ISA Recycling, LLC, a Kentucky limited liability company.

Refinance
means, in respect of any Indebtedness, to refinance, extend, renew, defease,
amend, modify, supplement, restructure, replace, refund or repay (in full), or
to issue other Indebtedness in exchange or replacement for, such Indebtedness
in whole or in part. Refinanced and Refinancing shall have correlative
meanings.

Refinancing
Debt means, as to any Indebtedness, the Refinance of such Indebtedness, providedthat the following conditions are
satisfied:

(a) the
weighted average life to maturity of such Refinancing Debt shall be greater
than or equal to the weighted average life to maturity of the Indebtedness
being Refinanced;

(b) the
principal amount of such Refinancing Debt shall be less than or equal to the
sum of the principal amount then outstanding of, plus accrued and unpaid
interest on and financing fees related to, the Indebtedness being Refinanced;

(c) the
respective obligor or obligors shall be the same on the Refinancing Debt as on
the Indebtedness being Refinanced;

(d) the
priority of payment of such Refinancing Debt shall be the same as or lower than
the ranking of the Indebtedness being Refinanced;

(e) the
security, if any, for the Refinancing Debt shall be the same as that for the
Indebtedness being Refinanced (except to the extent that less security is
granted to holders of the Refinancing Debt);

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(f) the
terms of such Refinancing Debt (including covenants, events of default and
remedies) are no less favorable, when taken as a whole, to Borrowers than the
terms of this Agreement at the time such Indebtedness is being Refinanced; and

(g)
Borrowers are in compliance with the Financial Covenants, on a pro forma basis, after giving effect to
the incurrence of such Refinancing Debt and the scheduled repayment of the
Indebtedness being Refinanced. To determine whether there is pro forma compliance with the Financial
Covenants, Borrowers will, on a pro forma
basis, provide a worksheet to Agent at least 10 days before incurring such
Refinancing Debt, which: (i) restates Borrowers financial statements received
by Agent for the Fiscal Quarter or the Fiscal Year, as applicable, ended most
closely before the date such Refinancing Debt is proposed to be incurred as if
the proposed Refinancing Debt had been made, and the Indebtedness had been
Refinanced, at the beginning of the applicable Test Period and (ii) calculates
the Senior Leverage Ratio under Section 7.1, and the Fixed Charge
Coverage Ratio under Section 7.2, in each case taking into account such
proposed Refinancing Debt as if the proposed Refinancing Debt had been made,
and the Indebtedness had been refinanced, at the beginning of the applicable
Test Period.

Register
has the meaning given in Section 12.7(b).

Remittances
means all checks, drafts, money orders, and other items and all cash and other
remittances of every kind due any Borrower on its Receivables or other Loan
Collateral.

Reports
has the meaning given in Section 12.2(c).

Requisite
Lenders means, at any time, those Lenders having Commitments (or, if after
the Commitments have been terminated, having an aggregate outstanding principal
amount of the Loans and the Letter of Credit Obligations not yet reimbursed by
Borrowers or funded with a Revolving Loan) which constitute an amount equal to
or greater than 662⁄3% of the then aggregate amount of all Commitments of
all Lenders (or, if after the Commitments have been terminated, the total
outstanding principal amount of the Loans and the Letter of Credit Obligations
not yet reimbursed by Borrowers or funded with a Revolving Loan). Each Lender,
which is an Affiliate of another Lender, shall be counted with its Affiliate as
one and the same Lender for purposes of determining the number and percentage
of Lenders.

Reserve
Amount means, as at any time, the amounts that Agent, in its discretion
exercised in good faith (including in the manner described in this definition)
may from time to time establish in determining the Borrowing Base based on such
credit and collateral considerations as Agent deems, in good faith, appropriate
from time to time, based on market conditions, or to reflect contingencies or
risks which may affect any or all of the Loan Collateral, the business,
operations, financial condition or business prospects of Borrowers or the security
of the Loans (Discretionary Reserves). For purposes of this definition
and determining the Borrowing Base and without limiting Agents other
discretion as described above, Agent will be deemed to have acted in good faith
if reserves are established in respect of any one or more of the following (Deemed
Good Faith Reserves):

(a) the
occurrence of a Default or an Event of Default;

(b) the
payment of Obligations then due and payable and unpaid;

(c) for
price adjustments, damages, unearned discounts, returned Inventory, credit
memoranda (issued or unissued), credits, contras and other similar offsets to
any Borrowers accounts receivable except to the extent that any of the
foregoing in this item (c) has been dealt with by Agent by designating a
specific Receivable or Receivables as being ineligible pursuant to the terms of
this Agreement as opposed to the establishment of a reserve general in nature;

(d) for any
claims, interests, or rights (including Liens) of any Person (Priming
Interests) which (i) as of the date Agent learns or is notified of the
existence of the applicable Priming Interest, has priority over the Liens in
favor of Agent on any or all of the Loan Collateral or (ii) will have priority
over the Liens of Agent on any or all of the Loan Collateral after any required
notice or filing, the passage of time, the satisfaction of any other condition,
or otherwise;

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(e) for
aged credits maintained by a Borrower in respect of its accounts receivable
except to the extent that any of the foregoing in this item (e) has been dealt
with by Agent by designating a specific Receivable or Receivables as being
ineligible pursuant to the terms of this Agreement as opposed to the
establishment of a reserve general in nature;

(f) for any
litigation pending against any one or more Borrowers; or

(g) for any
amounts expended by Agent to protect or preserve any Loan Collateral or Agents
or any Lenders rights under the Loan Documents which have not been reimbursed
by Borrowers;

provided that unless a Default or an Event of
Default has occurred and is continuing, Agent will provide Borrowers notice of
any Deemed Good Faith Reserves implemented by Agent at least 5 Business Days
before the implementation of any such Deemed Good Faith Reserves.

Restricted
Payment means: (a) any dividend, payment or other distribution,
direct or indirect (including any management or consulting fee to a stockholder
(or member in the case of a limited liability company) of any Credit Party or
to an Affiliate of any such stockholder or, as applicable, such member), on
account of any Equity Interests of any Credit Party or any of its Subsidiaries
now or hereafter outstanding, except a dividend payable solely in shares of
that class of Capital Securities to the holders of that class, (b) any
redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity
Interests of any Credit Party or any of its Subsidiaries now or hereafter
outstanding, and (c) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire any
Equity Interests of any Credit Party or any of its Subsidiaries now or
hereafter outstanding.

Revolving
Loan Availability means, as of any time, an amount, in Dollars, equal to:

(a) an
amount equal to the lesser of (i) the Maximum Revolving Commitment or
(ii) the then Borrowing Base;

less
(b) the then aggregate outstanding principal amount of all Revolving Loans; and

less
(c) the then Letter of Credit Exposure.

Revolving
Loan Commitment means, in relation to any particular Lender, the maximum
amount of the Revolving Loans (which shall include such Lenders obligation to
participate in Letters of Credit and Agent Advances based on its Pro Rata Share
of the Revolving Loan Commitments) to be made by such Lender to Borrowers as
set forth in Schedule 1.1, as such Schedule 1.1 has
been and may thereafter be amended and revised in accordance with the terms
hereof.

Revolving
Loan means any one of the Revolving Loans or Interim Advances.

Revolving
Loan Note has the meaning given in Section 2.5.

Revolving
Loans has the meaning given in Section 2.2(a) and includes any
Interim Advances.

SEC
means the Securities and Exchange Commission or any successor agency.

Security
Documents mean, collectively, this Agreement, the Borrower Security
Agreement, the Guarantor Security Agreement, the Pledge Agreement, the
Mortgages, the Life Insurance Documents, any Collateral Assignments, and each
other agreement, assignment or instrument creating or purporting to create a
Lien on Property of any Borrower or any of its Subsidiaries or any other Person
in favor of Agent for the benefit of Agent, LC Issuers and Lenders as security
for the Obligations.

Senior
Leverage Ratio means the ratio, as of any Computation Date, resulting from
dividing: (a) Consolidated Senior Funded Debt as of such date by
(b) Consolidated Adjusted EBITDA for the Test Period ending as of such
Computation Date.

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Settlement
Date has the meaning given in Section 2.4(c).

7021
Grade means 7021 Grade Lane LLC, a Kentucky limited liability company.

7100
Grade Lane Real Property Acquisition means the acquisition by a Borrower
of the real Property commonly known as 7100 Grade Lane, the sole consideration
payable for such acquisition being in shares of Capital Securities of ISA; provided
that, contemporaneously with such acquisition, Agent, for the
benefit of itself, LC Issuer and Lenders, is granted a first priority Lien on
such real Property to secure the Obligations, and is provided a survey,
environmental report(s) and, if requested by Agent, an appraisal, in a form
acceptable to Agent, together with a lenders policy of title insurance in the
amount of the current appraised value of such real Property (or such other amount
as may be agreed to by Agent), and such other documents, instruments and
agreements reasonably requested by Agent.

7124
Grade means 7124 Grade Lane LLC, a Kentucky limited liability company.

7200
Grade means 7200 Grade Lane LLC, a Kentucky limited liability company.

Share
Repurchases has the meaning given in Section 8.4(b).

Solvent
means, with respect to any Person, that the Person is not insolvent as defined
or construed under any and all applicable Insolvency Laws after giving effect
to all applicable rights of subrogation and contribution which such Person may
have in respect of the Indebtedness of other Persons. In computing the amount
of contingent liabilities at any time, it is intended that they be computed at
the amount that, in light of all the facts and circumstances existing at the
time, represents the amount that can reasonably be expected to become an actual
or matured liability.

Stated
Termination Date means July 31, 2013.

Subsidiary
means, as to any Person, a corporation, partnership, limited liability company,
or other entity of which shares of stock or other Capital Securities having
ordinary voting power (other than stock or such other Capital Securities having
such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership, limited liability company, or other entity are at the time owned,
or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise
qualified, all references to a Subsidiary or to Subsidiaries in this
Agreement shall refer to a Subsidiary or Subsidiaries of a Borrower, directly,
or indirectly through ownership of a Subsidiary by another Subsidiary of a
Borrower and each Person which hereafter becomes a Subsidiary of a Borrower.

Surety
Bond means a surety bond (whether bid, performance or otherwise) issued by
a Person that is a surety thereunder.

Tax
or Taxes means any federal, state, county, local, foreign or other
income, gross receipts, ad valorem, franchise, profits, sales or use, transfer,
registration, excise, utility, environmental, communications, real or personal
property, Capital Securities, license, payroll, wage or other withholding,
employment, social security, severance, stamp, occupation, alternative or
add-on minimum, estimated and other Taxes of any kind whatsoever (including deficiencies,
penalties, additions to Tax, and interest attributable thereto) whether
disputed or not.

Tax
Refund means any refund of any income, franchise, commercial activity or
like taxes, or fees or interest in respect thereof, which are paid to a
Borrower or any of its Subsidiaries by any Governmental Authority.

Term
Loan has the meaning given in Section 2.2(c).

Term
Loan Commitment means, in relation to any particular Lender, the maximum
amount of the Term Loan to be loaned by such Lender to Borrower as set forth in
Schedule 1.1.

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Term
Loan Note has the meaning given in Section 2.5(b).

Termination
Date means, (a) with respect to the Revolving Loans, the Letter of Credit
Obligations and the other Obligations (other than the Term Loan), the earliest
of: (i) Stated Termination Date, (ii) the date upon which the entire
outstanding balance under the Revolving Note shall become due pursuant to the
provisions hereof (whether as a result of acceleration or otherwise), or
(iii) the date upon which the Commitments terminate pursuant to Section 9.2
of this Agreement; and (b) with respect to the Term Loan, the earliest of: (i)
Stated Termination Date, (ii) the date upon which the entire outstanding
balance under the Term Loan Note shall become due pursuant to the provisions
hereof (whether as a result of acceleration or otherwise), and (iii) the date
upon which the Term Loan shall be repaid in full.

Termination
Event means (a) a Reportable Event described in Section 4043 of
ERISA and the regulations issued thereunder, but not including any such event
for which the 30 day notice requirement has been waived by applicable
regulation; (b) the withdrawal of any Borrower or an ERISA Affiliate of a
Borrower from a Guaranteed Pension Plan during a plan year in which it was a
substantial employer as defined in Section 4001(a)(2) of ERISA or a
cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) the filing of a notice of intent to terminate a
Guaranteed Pension Plan or the treatment of a Guaranteed Pension Plan amendment
as a termination under Section 4041 of ERISA; (d) the institution of
proceedings to terminate a Guaranteed Pension Plan by the PBGC; (e) the
withdrawal or partial withdrawal of any Borrower or an ERISA Affiliate of a
Borrower from a Multiemployer Plan; (f) any other event or condition which
might reasonably be expected to constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Guaranteed
Pension Plan or Multiemployer Plan; or (g) the imposition of any liability
under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon ISA or any ERISA Affiliate.

Test
Period means, with respect to a particular Computation Date, the period of
four (4) consecutive Fiscal Quarters ending on such Computation Date (i.e.,
a rolling four (4) consecutive Fiscal Quarter period). The first Test Period
for the purposes of this Agreement shall be the Fiscal Quarter ending on September
30, 2010.

Trademarks
means all of the following in which any Person now holds or hereafter acquires
any interest: all trademarks, service marks, trademark or service mark
registrations, trade names, and trademark or service mark applications, and
(a) reissues, extensions or renewals thereof; (b) all income,
royalties, damages and payments now and hereafter due and/or payable with
respect thereto, including damages and payment for past or future infringements
thereof; (c) the right to sue for past, present and future infringements
thereof; (d) all rights corresponding thereto throughout the world,
(e) all applications in connection therewith; and (f) together in
each case with the goodwill of such Persons business connected with the use of
and symbolized by, the foregoing.

Type
means, with respect to any Loan, its nature as a Daily LIBOR Rate Loan or a
LIBOR Tranche Rate Loan.

UCC
means the Uniform Commercial Code as the same may, from time to time, be in
effect in the State of Ohio; provided, however, that in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of Agents or a Lenders security interest in any of the
Loan Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than the State of Ohio, the term UCC means the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions.

Unused
Line Fee means a fee payable pursuant to Section 6.9(a) at a rate
per annum equal to 0.50% (computed on the basis of a 360-day year for the
actual number of days elapsed) on the daily amount of the Maximum Revolving
Commitment less the aggregate outstanding Revolving Loans and Letter of Credit
Exposure.

USA
Patriot Act means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001,
Public Law 107-56, as amended.

Waste
Equipment means Waste Equipment Sales & Service Co., LLC, a Kentucky
limited liability company.

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ARTICLE 2
THE LOANS AND LETTERS OF CREDIT

Section
2.1 Commitments. Subject to the terms and conditions of this Agreement,
Lenders and LC Issuer will make up to $48,800,000 in total credit available to,
or for the benefit of, Borrowers under this Agreement in the form of the
following credit extensions advanced or to be made under the following
facilities: (a) revolving loans, (b) a term loan and (c) a letter of credit
subfacility, all as more particularly described below.

Section
2.2 The Revolving Loans; The Term Loan.

(a)
Subject to the other terms and conditions of this Agreement, prior to the
Termination Date, each Lender, severally and not jointly, agrees to make loans
(collectively, the Revolving Loans) to Borrowers, in an amount at any
one time outstanding not to exceed the lesser of (i) the Revolving Loan
Commitment of such Lender or (ii) such Lenders Pro Rata Share of the Revolving
Loan Availability then in effect. The aggregate amount of all of the Revolving
Loan Commitments is $40,000,000. Borrowers may borrow, repay and reborrow the
Revolving Loans, subject to the terms and conditions of this Agreement.

(b)
Subject to the terms of Section 12.4(a), Agent, in its discretion, may
elect, on behalf of Lenders, to exceed the limits of the Borrowing Base (but
not, together with any other Revolving Loans outstanding, the aggregate
Revolving Loan Commitments) (and thereby increase the Revolving Loan
Availability) on one or more occasions (each, an Overadvance), but if
it does so, neither Agent nor any Lender will be deemed thereby to have changed
the limits of the Revolving Loan Availability or to be obligated to make
Overadvances on any other occasion. All Overadvances constitute Revolving Loans
for all purposes of this Agreement.

(c)
Subject to the other terms and conditions of this Agreement, each Lender,
severally and not jointly, agrees to make a term loan (collectively, the Term
Loan) under this Agreement on the Closing Date, in an amount not to
exceed, with respect to each Lender, the Term Loan Commitment of such Lender.
The aggregate amount of all of the Term Loan Commitments is $8,800,000. No part
of the Term Loan may, on the repayment thereof, be redrawn or reborrowed by
Borrowers. Lenders shall have no obligation to fund any new amounts under the
Term Loan Commitments after the Closing Date. The entire unpaid principal
balance of, and accrued interest on, the Term Loan, if not sooner repaid, will
be due and payable on the Termination Date.

(d)
The principal balance of the Term Loan will be repaid in consecutive equal
monthly principal installments of $105,000 each, commencing on September 1,
2010, and continuing on the first day of every calendar month thereafter, with
the final payment of the then-unpaid balance of the Term Loan due and payable
in full on the Termination Date.

(e)
In addition to the scheduled payments of principal on the Term Loan set forth
in Section 2.3(b), beginning on the earlier of (i) April 30, 2011 or
(ii) 15 days following the date on which Agent receives Borrowers Financial
Statements in accordance with Section 6.1(b) for the Fiscal Year ending
December 31, 2010 and continuing on the same due date (or 15 days following the
date on which Lenders receive Borrowers Financial Statements in each
subsequent Fiscal Year) thereafter occurring in each subsequent Fiscal Year
until the payment in full of the Term Loan, Borrowers will make a payment to
Agent, for the ratable benefit of Lenders (each, an Excess Cash Flow
Payment) in an aggregate amount equal to the Excess Cash Flow Percentage
of Excess Cash Flow for the immediately preceding Fiscal Year of Borrower (or
portion of the Fiscal Year in the case of the Fiscal Year ending on December
31, 2010) then ended. Each Excess Cash Flow Payment shall, absent the
occurrence and continuance of an Event of Default, be applied to the remaining
installments of principal under the Term Loan Notes in the inverse order of
maturity, and to accrued but unpaid interest thereon. The receipt by Lenders of
any such prepayments will not change the due dates or amounts of the monthly
principal payments otherwise required to be paid pursuant to the Term Loan
Notes.

Section
2.3 Letters of Credit.

(a)
Request for Issuance of Letters of Credit. Subject to the terms and
conditions of this Agreement, prior to the Termination Date, any one or more of
the Borrowers may request LC Issuer to issue one or more of its Letters of
Credit in favor of such beneficiary(ies) as are designated by Borrowers in
accordance with this

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Section 2.3.
The making of each Letter of Credit request by Borrowers will be deemed to be a
representation by Borrowers that the Letter of Credit may be issued in
accordance with, and will not violate the terms of, this Section 2.3.
Letters of Credit issued hereunder shall constitute a utilization of the
Revolving Loan Commitments.

(b)
Terms of Letters of Credit. Each Letter of Credit issued under this
Agreement will, among other things, (i) be in such form as is acceptable to LC
Issuer in its discretion exercised in good faith, (ii) be denominated in
Dollars, and (iii) be issued to support Borrowers respective Indebtedness
incurred (or to purchase Equipment or Inventory in the case of a commercial Letter
of Credit) in the ordinary course of Borrowers business as presently conducted
by each of them or permitted to be conducted by it in accordance with the terms
of this Agreement. The expiration date of any standby Letter of Credit shall be
up to twelve (12) months after the date of issuance thereof and any commercial
Letter of Credit shall be up to six (6) months after the date of issuance
thereof; furthermore, and, in addition to each of the foregoing term
limitations, LC Issuer will have no obligation to issue any Letter of Credit
with an expiry date later than 15 days prior to the Stated Termination Date; provided
that a Letter of Credit may be subject to one or more renewal terms so long as
any such renewal term does not extend beyond the Stated Termination Date.

(c)
Reimbursement Obligations. Borrowers shall be irrevocably, absolutely
and unconditionally obligated to reimburse LC Issuer on or before the
applicable LC Payment Date for any amounts to be paid by LC Issuer upon any drawing
under any Letter of Credit, without presentment, demand, protest or other
formalities of any kind. All such amounts paid by LC Issuer and remaining
unpaid by Borrowers shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to (i) the rate applicable to Daily LIBOR Rate
Revolving Loans for such day if such day falls on or before the applicable LC
Payment Date and (ii) the sum of 2% plus the rate applicable to Daily
LIBOR Rate Revolving Loans for such day if such day falls after such LC Payment
Date. LC Issuer will pay to each Lender ratably in accordance with its Pro Rata
Share all amounts received by it from Borrowers for application in payment, in
whole or in part, of the Letter of Credit Obligations in respect of any Letter
of Credit issued by LC Issuer, but only to the extent such Lender has made
payment to LC Issuer in respect of such Letter of Credit pursuant to Section
2.3(h). Subject to the terms and conditions of this Agreement, Borrowers
may request a Revolving Loan hereunder for the purpose of satisfying any
reimbursement obligation.

(d)
Cash Collateral. At the election of Agent at any time after an Event of
Default, Borrowers shall, upon Agents demand, deliver to Agent cash collateral
equal to the aggregate Letter of Credit Obligations. Any such cash collateral
shall be held by Agent, for the benefit of itself, LC Issuer and Lenders, in a
separate account appropriately designated as a cash collateral account in
relation to this Agreement and the Letters of Credit and shall be retained by
Agent, for the benefit of itself, LC Issuer and Lenders, first as collateral
security in respect of the Letter of Credit Obligations and then in respect of
the other Obligations. Such amounts shall not be used by Agent to pay any
amounts drawn or paid under or pursuant to the Letters of Credit or any L/C
Draft, but shall be applied to reimburse LC Issuer for drawings or payments
under or pursuant to the Letters of Credit or any L/C Draft which LC Issuer has
paid, or if no reimbursement is required and the Letter of Credit Obligations
shall have been satisfied in full or terminated, to payment of such other
Obligations as Agent shall determine.

(e)
Procedure for Issuance of Letters of Credit. Borrowers shall give LC
Issuer at least ten (10) Business Days prior written notice, or telephonic or
electronically transmitted notice confirmed promptly thereafter in writing, of
any requested issuance of a Letter of Credit under this Agreement together
with: (i) a Letter of Credit Application completed to the satisfaction of LC
Issuer and (ii) the proposed form, if available, of the Letter of Credit
(which, in all respects, will comply with the applicable requirements of this Section
2.3. Such Letter of Credit request notice shall specify (A) the stated
amount of the Letter of Credit requested, (B) the effective date (which day
shall be a Business Day) of issuance of such requested Letter of Credit, (C)
the date on which such requested Letter of Credit is to expire (which date
shall be a Business Day and which shall comply with Section 2.3(b)), (D)
the proposed beneficiaries of such Letter of Credit, (E) the conditions for
draws under such Letter of Credit, and (F) any other information relevant thereto
as LC Issuer may request.

(f)
Advice of Issuance or Non-Issuance. Any issuance of a requested Letter
of Credit will be in the discretion of LC Issuer to be exercised in good faith.
Upon receipt of a request from Borrowers to open any Letter of Credit and of
all attendant Letter of Credit Documents as completed in accordance in this Section
2.3, LC Issuer, within three Business Days, will either: (i) issue the
requested Letter of Credit (with such changes as may be requested by LC Issuer
and agreed to by Borrowers and the beneficiary thereof) and transmit a copy to
Borrowers or

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(ii) notify Borrowers why
LC Issuer has elected not to issue the proposed Letter of Credit. If LC Issuer
elects not to issue such Letter of Credit, Borrowers will be permitted to seek
the issuance of a letter of credit from a third-party financial institution and
provide cash collateral therefor in the manner and to the extent provided in Section
8.11(c). LC Issuer, in addition to the other terms of this Agreement, will,
in any event, not have any obligation to issue the proposed Letter of Credit
if, after giving effect to such proposed Letter of Credit, the Letter of Credit
Availability will be less than zero Dollars.

(g)
Fees. For each Letter of Credit, Borrowers shall pay to Agent a fee (as
applicable, the Letter of Credit Fee) in an amount equal to (i) 1.75%
on the Letter of Credit Face Amount of each standby Letter of Credit from, and
including, the issuance date (and on each renewal) of such Letter of Credit to,
and including, the expiry date thereof and (ii) 1.75% on the Letter of Credit
Face Amount of each commercial Letter of Credit. In addition, Borrowers shall
also pay to LC Issuer for its own account (A) at the time of issuance of each
Letter of Credit, an issuance fee equal to 0.125% (Issuance Fee) of
the Letter of Credit Face Amount of such Letter of Credit and (B) all then
current opening, closing, transfer, amendment, draw, renewal, negotiation and
other administration fees, charges and out-of-pocket expenses with respect to
each Letter of Credit. The Issuance Fee is fully earned by LC Issuer when paid
and will be due and payable upon issuance, and each renewal, of each Letter of
Credit. The Letter of Credit Fee is fully earned by Agent for the benefit of
the Lenders when paid and will be due and payable in advance on the issuance
and, in the case of a standby Letter of Credit, each renewal of each such
Letter of Credit. The Letter of Credit Fee will be calculated on the basis of
the actual number of days elapsed in a 360-day year. If any Letter of Credit is
cancelled for any reason before the stated expiry date thereof, the Letter of
Credit Fee will not be refunded and will be retained by Agent and the Lenders
solely for their account. Agent shall distribute the Letter of Credit Fee to
Lenders having Revolving Loan Commitments in accordance with each Lenders Pro
Rata Share of the Revolving Loan Commitments.

(h)
Administration; Reimbursement by Lenders. Upon receipt from the
beneficiary of any Letter of Credit of any demand for payment under the Letter
of Credit, LC Issuer shall notify Agent and Agent shall promptly notify
Borrowers and each other Lender as to the amount to be paid by LC Issuer as a
result of such demand and the proposed payment date (the LC Payment Date).
The responsibility of LC Issuer to Borrowers and each Lender shall be only to
determine that the documents (including each demand for payment) delivered
under each Letter of Credit in connection with such presentment shall be in
conformity in all material respects with such Letter of Credit. LC Issuer shall
endeavor to exercise the same care in the issuance and administration of the
Letters of Credit as it does with respect to letters of credit in which no
participations are granted, it being understood that in the absence of any
gross negligence or willful misconduct by LC Issuer, each Lender shall be
unconditionally, absolutely, and irrevocably liable without regard to the
occurrence of any Default or any condition precedent whatsoever, to reimburse
LC Issuer on demand for (i) such Lenders Pro Rata Share of the amount of each
payment made by LC Issuer under each Letter of Credit to the extent such amount
is not reimbursed by Borrowers pursuant to clause (c) of this Section 2.3,
plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for
each day from the date of LC Issuers demand for such reimbursement (or, if
such demand is made after 2:00 p.m. (Cincinnati, Ohio time) on such date, from
the next succeeding Business Day) to the date on which such Lender pays the
amount to be reimbursed by it, at a rate of interest per annum equal to the
Federal Funds Rate for the first three days and, thereafter, at a rate of
interest equal to the rate applicable to Daily LIBOR Rate Revolving Loans.

(i)
Obligations Absolute. Each Borrowers obligations under this Section
2.3 shall be absolute, irrevocable, and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against LC Issuer, any Lender
or any beneficiary of a Letter of Credit. Borrowers further agree with LC
Issuer and Lenders that LC Issuer and Lenders shall not be responsible for, and
each Borrowers reimbursement obligation in respect of any Letter of Credit
shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any
dispute between or among Borrowers, any of their Affiliates, the beneficiary of
any Letter of Credit or any financing institution or other party to whom any
Letter of Credit may be transferred or any claims or defenses whatsoever of
Borrowers or of any of their Affiliates against the beneficiary of any Letter
of Credit or any such transferee. LC Issuer shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of
Credit. Borrowers agree that any action taken or omitted by LC Issuer or any
Lender under or in connection with each Letter of Credit and the related drafts
and

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documents, if done
without gross negligence or willful misconduct, shall be binding upon Borrowers
and shall not put LC Issuer or any Lender under any liability to Borrowers.

(j)
Actions of LC Issuer. LC Issuer shall be entitled to rely, and shall be
fully protected in relying, upon any Letter of Credit, draft, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex, swift, email or teletype message, statement, order
or other document believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by LC Issuer. LC Issuer shall be fully justified in failing or refusing to take
any action under this Agreement (other than LC Issuers failure to pay under
any outstanding Letter of Credit after the presentation to it of a request
strictly complying with the terms and conditions of such Letter of Credit)
unless it shall first have received such advice or concurrence of the Requisite
Lenders as it deems appropriate in the exercise of its discretion in good faith
or it shall first be indemnified to its good faith satisfaction by Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Notwithstanding any other
provision of this Section 2.3, LC Issuer shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Requisite Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon Lenders
and any future holders of a participation in any Letter of Credit.

(k)
Indemnification. Each Borrower jointly and severally agrees to and does
hereby agree to indemnify and hold harmless each Lender, LC Issuer and Agent,
and their respective directors, officers, agents and employees from and against
any and all claims and damages, losses, liabilities, costs or expenses which
such Lender, LC Issuer or Agent may incur (or which may be claimed against such
Lender, LC Issuer or Agent by any Person whatsoever) by reason of or in
connection with the issuance, execution and delivery or transfer of or payment
or failure to pay under any Letter of Credit or any actual or proposed use of
any Letter of Credit, including any claims, damages, losses, liabilities, costs
or expenses which LC Issuer may incur by reason of or in connection with
(i) the failure of any other Lender to fulfill or comply with its
obligations to LC Issuer hereunder (but nothing herein contained shall affect
any rights any Borrower may have against any Defaulting Lender) or (ii) by
reason of or on account of LC Issuer issuing any Letter of Credit which
specifies that the term Beneficiary included therein includes any successor
by operation of law of the named Beneficiary, but which Letter of Credit does
not require that any drawing by any such successor Beneficiary be accompanied
by a copy of a legal document, satisfactory to LC Issuer, evidencing the
appointment of such successor Beneficiary; provided that Borrowers shall not be
required to indemnify any Lender, LC Issuer or Agent for any claims, damages,
losses, liabilities, costs or expenses to the extent, but only to the extent,
caused by (x) the willful misconduct or gross negligence of LC Issuer in
determining whether a request presented under any Letter of Credit complied
with the terms of such Letter of Credit or (y) LC Issuers failure to
pay under any Letter of Credit after the presentation to it of a request
strictly complying with the terms and conditions of such Letter of Credit.
Nothing in this subsection (k) of Section 2.3 is intended to limit the
obligations of any Borrower under any other provision of this Agreement.

(l)
Lenders Indemnification. Each Lender agrees to and does hereby, ratably
in accordance with its Pro Rata Share of the Revolving Loan Commitments,
indemnify and hold LC Issuer, its affiliates and their respective directors,
officers, agents and employees (to the extent not reimbursed by Borrower)
harmless from and against any cost, expense (including reasonable counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnities gross negligence or willful misconduct or LC
Issuers failure to pay under any Letter of Credit after the presentation to it
of a request strictly complying with the terms and conditions of the Letter of
Credit) that such indemnitees may suffer or incur in connection with this Section
2.3 or any action taken or omitted by such indemnitees hereunder.

(m)
Participation. Each Lender shall be deemed to have irrevocably and
unconditionally purchased and received from LC Issuer, without recourse or
warranty, an undivided interest and participation therein to the extent of such
Lenders Pro Rata Share (based on such Lenders Revolving Loan Commitment) in
each Letter of Credit and related Letter of Credit Obligation issued by LC
Issuer hereunder.

Section
2.4 Advances and Settlement of Payments and Advances.

(a)
Advance Requests.

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(i)
Borrowers shall (i) select the Type of Loan and, in the case of each LIBOR
Tranche Rate Loan, the LIBOR Tranche Period applicable thereto, from time to
time and (ii) give Agent irrevocable notice (a Borrowing Notice) not
later than 1:00 p.m. (Cincinnati, Ohio time) on the Borrowing Date for each
Daily LIBOR Rate Loan and three Business Days before the Borrowing Date for
each LIBOR Tranche Rate Loan, specifying (in the form of Exhibit A for
LIBOR Tranche Rate Loans): (A) the Borrowing Date, which shall be a Business
Day, of such Loan, (B) the aggregate amount of such Loan, (C) the Type of Loan
selected; provided
that, if Borrowers fail to specify the Type of Loan requested, such request
shall be deemed a request for a Daily LIBOR Rate Loan; and (D) the duration of
the LIBOR Tranche Period if the Type of Loan requested is a LIBOR Tranche Rate
Loan; provided
that, if Borrowers fail to select the duration of the LIBOR Tranche Period for
the requested LIBOR Tranche Rate Loan, Borrowers shall be deemed to have
requested that such LIBOR Tranche Rate Loan be made with a LIBOR Tranche Period
of one month. Each Borrowing Notice must be signed by an Authorized
Representative; however, Agent may rely on the authority of any officer or
employee of any Borrower whom Agent in good faith believes to be authorized to
request advances.

(ii)
Prior to the Termination Date and subject to the other terms and conditions of
this Agreement, all disbursements of Revolving Loans will initially be made
into a non-interest bearing, DDA operating account maintained at Agent or an
Affiliate of Agent (the Operating Account) structured and utilized for
that purpose in accordance with Agents (or as applicable, the applicable Agent
Affiliates) policies and procedures, current account number: 7141958798. Prior
to the Termination Date and subject to the other terms and conditions of this
Agreement, funds in the Operating Account will then be made available to
Borrowers via one or more non-interest bearing controlled disbursement accounts
maintained by Borrowers at Agent or an Affiliate of Agent (collectively, the Controlled
Disbursement Account) in accordance with Agents (or as applicable, the
applicable Agent Affiliates) policies and procedures. Notwithstanding the
foregoing in this Section 2.4(a)(ii), Agent may, at any time hereafter,
elect not to credit proceeds of Revolving Loans to the Controlled Disbursement
Account, but Agent instead may establish non-controlled disbursement account or
accounts (such as an operating account but exclusive of the Operating Account)
for Borrowers at Agent or an Affiliate of Agent and disburse proceeds of the
Revolving Loans by crediting such non-controlled disbursement account(s) of
Borrowers at Agent or an Affiliate of Agent. Borrowers hereby irrevocably
authorize Agent, without any further written or oral request of Borrowers, to
transfer funds automatically from the Operating Account to the Controlled
Disbursement Account in amounts necessary for the payment of checks and other
items drawn on, and debits by Agent of, the Controlled Disbursement Account as
such checks and other items (Presentments) are presented to Agent or
the applicable Agent Affiliate for payment, and debits are made by Agent,
subject to the terms and conditions of this Agreement. If any Presentments in
the Controlled Disbursement Account are paid by Agent in excess of funds
available in the Operating Account for any reason, the amounts so paid by Agent
will be deemed to be an overdraft and advance of the Revolving Loans as a Daily
LIBOR Rate Loan for all purposes of this Agreement and are hereby ratified and
approved by Borrowers; however,
under no circumstances will Agent have any obligation to pay any Presentments
in the Controlled Disbursement Account in excess of funds available in the
Operating Account. Notwithstanding anything to the contrary in this Section
2.4(a)(ii), Agent reserves the right to discontinue providing controlled
disbursement accounts to its customers, including Borrowers. In addition to
advances of Revolving Loans made pursuant to Agents (or as applicable, Agents
Affiliates) controlled disbursement account system, Agent will, from time to
time prior to the Termination Date and subject to the other terms and
conditions of this Agreement, make advances of Revolving Loans via wire
transfers or ACH payments so long as Borrowers have given Agent written notice
at the Head Office, via facsimile transmission, electronic mail or otherwise,
no later than 1:00 p.m. Cincinnati, Ohio time on the date Borrowers shall
request that such Revolving Loan be advanced in the case of wire transfers and
any other deadline imposed by Agent from time to time for ACH payments. The
making of each Revolving Loan, whether via the controlled disbursement account
system or a written request by Borrowers, will be deemed to be a representation
by Borrowers that (A) the Revolving Loan will not violate the terms of Section
2.2 and (B) all Eligible Receivables and Eligible Inventory then comprising
the Borrowing Base meet all of Agents criteria for Eligible Receivables and
Eligible Inventory, respectively. Neither Agent nor any Lender shall have any
duty to follow, nor any liability for, the application by any Borrower of any
proceeds of any Revolving Loan.

(b)
Funding of Revolving Advances. With respect to any Revolving Loans
requested (or deemed to be requested) by any Borrower hereunder, each Lender
agrees that Agent may, but shall not be obligated to, make such Revolving Loans
to Borrowers on behalf of Lenders as an Interim Advance. Neither Agent nor any
Lender shall be responsible for any failure by any other Lender to perform its
obligations to make Revolving Loans hereunder, and the failure of any Lender to
make its Pro Rata Share of any Revolving Loan hereunder shall not

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relieve any other Lender
of its obligation, if any, to make its Pro Rata Share of any Revolving Loans
hereunder. If any Borrower makes (or is deemed to have made) a request for a
Revolving Loan as provided herein, Agent, at its option and in its discretion,
shall do either of the following:

(i)
Advance the amount of the proposed Revolving Loan to Borrowers disproportionately
(an Interim Advance) out of Agents own funds on behalf of Lenders,
which advance shall be on the same day as any Borrowers request therefor with
respect to Daily LIBOR Rate Loans (if Borrowers notify Agent at the Head Office
of such request by 1:00 p.m. (Cincinnati, Ohio time) on such day), and thereby
elect settlement in accordance with Section 2.4(c) such that upon such
settlement each Lenders share of the outstanding Revolving Loans (including
the amount of any Interim Advance) equals its Pro Rata Share. Interim Advances
constitute Revolving Loans, bearing interest at the rate applicable from time
to time to Daily LIBOR Rate Loans. Such funds from Agent shall then be remitted
to the Operating Account or as otherwise instructed in a writing signed by an
Authorized Representative of Borrowers in accordance with Section 2.4(a)(ii);
or

(ii)
Notify each Lender by telecopy, electronic mail or other similar form of
teletransmission of the proposed advance on the same day Agent is notified or
deemed notified by a Borrower of its request for an advance pursuant to this Section
2. Each Lender shall remit to Agent at the Head Office, (A) with
respect to Daily LIBOR Rate Loans, on or prior to 2:00 p.m. (Cincinnati, Ohio
time), on the date such Daily LIBOR Rate Loans are to be advanced, and
(B) with respect to LIBOR Tranche Rate Loans, at or prior to 2:00 p.m.
(Cincinnati, Ohio time), on the date such LIBOR Tranche Rate Loans are to be
advanced, immediately available funds in an amount equal to such Lenders Pro
Rata Share of such proposed advance. Such funds shall then be remitted to the
Operating Account or as otherwise instructed in a writing signed by an
Authorized Representative of a Borrower.

(c)
Settlement with Lenders. On a weekly basis (or more frequently if
required by Agent) (a Settlement Date), Agent shall provide each
Lender with a statement of the outstanding balance of the Revolving Loans
(including any Overadvances and Interim Advances) and any Agent Advances as of
the end of the Business Day preceding the Settlement Date (the Pre-Settlement
Determination Date) and the current balance of the Revolving Loans
(including Overadvances) and any Agent Advances actually funded by each Lender
(whether made directly by such Lender to Borrowers or constituting a settlement
by such Lender of a previous Interim Advance made by Agent on behalf of such
Lender to Borrowers). If such statement discloses that such Lenders current
balance of the Revolving Loans (including any Overadvances) and any Agent
Advances actually funded by such Lender as of the Pre-Settlement Determination
Date exceeds such Lenders Pro Rata Share of the Revolving Loans (including any
Overadvances and Interim Advances) and any Agent Advances outstanding as of the
Pre-Settlement Determination Date, then Agent shall on the Settlement Date,
transfer, by wire transfer, the net amount due to such Lender in accordance
with such Lenders instructions, and, if such statement discloses that such
Lenders current balance of the Revolving Loans (including any Overadvances)
and Agent Advances actually funded by such Lender as of the Pre-Settlement
Determination Date is less than such Lenders Pro Rata Share of the Revolving
Loans (including any Overadvances and Interim Advances) and Agent Advances
outstanding as of the Pre-Settlement Determination Date, then such Lender shall
on the Settlement Date, transfer, by wire transfer the net amount due to Agent
in accordance with Agents instructions. The statements provided by Agent to
Lenders pursuant to this Section 2.4(c) shall be prima facie evidence of
the existence and amounts set forth therein. In addition, payments actually
received by Agent with respect to the following items shall be distributed by
Agent to Lenders as follows:

(i)
Within one (1) Business Day after receipt thereof by Agent, payments to be
applied to interest on the Loans shall be paid to each Lender in proportion to
its Pro Rata Share, subject to any adjustments for any Interim Advances and
Agent Advances funded by Agent so that Agent shall receive interest on the
Interim Advances and the Agent Advances funded by Agent and each Lender shall
only receive interest on the amount of funds actually advanced by such Lender;

(ii)
Within one (1) Business Day after receipt thereof by Agent, payments to be
applied to the Letter of Credit Fee set forth in Section 2.3(g)
shall be paid to each Lender in proportion to its Pro Rata Share; and

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(iii)
Within one (1) Business Day after receipt thereof by Agent, payments to be
applied to the Unused Line Fee set forth in Section 6.9(a) shall be
paid to each Lender in proportion to its Pro Rata Share.

(d)
Defaulting Lender. If and to the extent that a Lender is a Defaulting
Lender, Borrowers and Defaulting Lender severally agree to repay to Agent
forthwith on demand such amount required to be paid by such Defaulting Lender
to Agent, together with interest thereon, for each day from the date such
amount is made available to Borrowers until the date such amount is repaid to
Agent (i) in the case of a Defaulting Lender at the Federal Funds Rate and
(ii) in the case of Borrowers, at the rate of interest applicable to such
Revolving Loan; provided, that Borrowers obligation to repay such advance to
Agent shall not relieve such Defaulting Lender of its liability to Agent for
failure to settle as provided in this Agreement. Agent shall not be obligated
to transfer to any Defaulting Lender any payments (including any principal,
interest, fees or other amounts) made by, or on behalf of, Borrowers to Agent
for the Defaulting Lenders benefit; nor will a Defaulting Lender be entitled
to the sharing of any payments hereunder. Amounts payable to a Defaulting
Lender shall instead be paid to or retained by Agent. Agent may hold and, in
its discretion, re-lend to Borrowers the amount of all such payments received
or retained by it for the account of such Defaulting Lender. Any amounts so
re-lent to Borrowers shall bear interest at the rate applicable to Daily LIBOR
Rate Loans and for all other purposes of this Agreement shall be treated as if
they were Revolving Loans. In addition, Agent may elect, in its discretion, on
any one or more occasions to continue to make Interim Advances out of Agents
own funds on behalf of such Defaulting Lender, and such Defaulting Lender will
unconditionally be obligated to pay its Pro Rata Share thereof; provided,
however, that for purposes of voting or consenting to matters with
respect to the Loan Documents and determining Pro Rata Shares, such Defaulting
Lender shall be deemed not to be a Lender, and each of such Defaulting
Lenders Commitment and the unpaid principal balance of the Loans owing to such
Defaulting Lender shall be deemed to be zero (-0-). Until a Defaulting Lender
cures its failure to fund its Pro Rata Share of any Loan, the Unused Line Fee
shall accrue in favor of Lenders which have funded their respective Pro Rata
Shares of such requested Loan and shall be allocated among such performing
Lenders ratably based upon their relative Commitments. This Section shall
remain effective with respect to such Lender until such time as the Defaulting
Lender shall no longer be in default of any of its obligations under this
Agreement. The terms of this Section shall not be construed to increase or
otherwise affect the Commitment of any Lender, or relieve or excuse the
performance by any Borrower of its duties and obligations hereunder or under
any of the other Loan Documents. Until such time as the Defaulting Lender shall
no longer be in default of any of its obligations under this Agreement,
Borrowers, so long as no Event of Default then exists, may: (A) request Agent
to use reasonable efforts to identify a replacement Lender or financial
institution satisfactory to Borrowers to acquire and assume all or a ratable
part of all of such Defaulting Lenders Loans and Commitments (a Replacement
Lender), provided that Agent will have no duty to undertake a formal
syndication or any underwriting obligations of any nature with respect to any
proposed Replacement Lender requested by Borrowers; (B) request one or more of
the other Lenders to acquire and assume all or part of such Defaulting Lenders
Loans and Commitment; or (C) designate a Replacement Lender. Any such
designation of a Replacement Lender under clause (A) or (C) shall be subject to
the prior consent of Agent. Borrowers and Lenders further acknowledge that
Agent assumes no responsibility for ensuring that Agent will be able to locate
any Replacement Lender or that any Person designated as a Replacement Lender
becomes a Lender under this Agreement. If Agent gives notice to such Defaulting
Lender that a Replacement Lender has been obtained, then such Defaulting Lender
must immediately sell all of such Defaulting Lenders Pro Rata Share of the
Loans and Commitment for an amount equal to the unpaid principal balance of the
Loans held by such Defaulting Lender plus all accrued interest and fees then
due to such Defaulting Lender as set forth in this Agreement.

(e)
Participation in Interim Advances. By the making of an Interim Advance and without any further action on
the part of Agent or Lenders,
Agent hereby grants to each Lender, and each Lender
hereby acquires from Agent, a participation in such Interim Advance equal to
such Lenders Pro
Rata Share of the Revolving
Loan Commitments with
respect to such Interim Advance.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely, irrevocably and
unconditionally agrees to pay to Agent, for the account of Agent, such
Lenders Pro Rata Share of
the Revolving Loan Commitments with respect to such Interim Advance, or of any payment
on any Interim Advance required to be refunded to Borrowers for any reason. Each Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Interim Advances is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, the failure of any condition in Section4.2 to be satisfied, or any reduction or
termination of the Commitments or a reduction in the Revolving Loan Availability, and

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that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Following receipt by Agent of any payment
by Borrowers in
respect of any Interim Advance, Agent shall apply such amounts to the then
outstanding Agent Advances and, to the extent that Lenders have made payments pursuant to this Section2.4(e) to
Agent, to Lenders, as
their interest may appear. The purchase of participations in an Interim Advance
pursuant to this Section 2.4(e) shall not relieve Borrowers of any default in the payment thereof.

Section
2.5 The Notes.

(a)
The Revolving Loans made by each Lender and the interest thereon shall be
evidenced by a promissory note jointly and severally made by Borrowers payable
to the order of such Lender, substantially in the form of Exhibit F,
dated as of the Closing Date (or any date of amendment and restatement
thereof), in a principal amount equal to such Lenders initial Revolving Loan
Commitment (each, a Revolving Loan Note).

(b)
The Term Loan made by each Lender and the interest thereon shall be evidenced
by a promissory note jointly and severally made by Borrowers payable to the
order of such Lender, substantially in the form of Exhibit G, dated as
of the Closing Date (or any date of amendment and restatement thereof), in a principal
amount equal to such Lenders Term Loan Commitment and bearing interest at such
rates, and payable upon such terms, as specified therein (each a Term Loan
Note). Subject to the payment of a LIBOR Prepayment Fee, as applicable, in
accordance with the applicable provisions of this Agreement, Borrowers may
prepay the Term Loan in whole or part at any time without premium or penalty.
Any prepayment of the Term Loan will be applied to the last to mature of the
monthly payments required under the Term Loan Notes. No partial prepayment will
change the due dates or the amount of the monthly principal payments otherwise
required by the Term Loan Notes.

(c)
All payments under the Notes shall be made to Agent at its Head Office, for the
account of Lenders, and Agent shall allocate all payments received from
Borrowers among all Lenders in accordance with each Lenders Pro Rata Share of
the respective Loan and other Obligations to which such payment relates in
accordance with Section 2.8(b).

Section
2.6 Interest Payable on the Obligations.

(a)
Determination of Interest Rate for the Obligations. Borrowers will pay
Lenders interest on the Obligations as follows:

(i)
At any time that a LIBOR Tranche Election is in effect for any portion of the
Loans (other than Agent Advances, Interim Advances or Overadvances), the
principal balance of the applicable LIBOR Tranche Rate Loan, up to the LIBOR
Tranche Amount, will bear interest at an annual rate equal to the applicable
LIBOR Tranche-Based Rate in effect as of the first Business Day of the LIBOR
Tranche Period for which the interest rate is being determined. The principal
balance of the Loans (including Agent Advances, Interim Advances, and Overadvances),
or portions thereof, as to which a LIBOR Tranche Election is not in effect and
the principal balance of all other outstanding Obligations (except that portion
of the Obligations, if any, arising under any agreement other than this
Agreement if such other agreement provides for the payment of interest at a
rate specified therein) will bear interest at an annual rate equal to the
applicable Daily LIBOR Rate as in effect from time to time. The foregoing
provisions of this clause (i) are subject to imposition of the Default Rate as
provided in Section 2.6(c).

(ii)
After the Closing Date and from time to time as provided below, Borrowers may
make a LIBOR Tranche Election in accordance with the following provisions of this
Section 2.6(a)(ii). Any LIBOR Tranche Election, in order to be
effective, must be made by written notice, signed by an Authorized
Representative of a Borrower, given to Agent and actually received by Agent,
and must (A) be received not later than 1:00 p.m. (Cincinnati, Ohio time),
three Business Days prior to the requested Borrowing Date, (B) with respect to
such LIBOR Tranche Rate Loan designate a LIBOR Tranche Period of one (1), two
(2), or three (3) months, and (C) designate the LIBOR Tranche Amount with
respect to such Loan. Any LIBOR Tranche Election shall remain effective until a
subsequent LIBOR Tranche Election becomes effective with respect to such LIBOR
Tranche Rate Loan or, if no LIBOR Tranche Election is made with respect to such
LIBOR Tranche Rate Loan, the last day of the LIBOR Tranche Period applicable
thereto; however,
in the absence of the delivery of a subsequent LIBOR Tranche Election in
compliance with this Section 2.6(a)(ii) not less than three Business
Days before the end of the LIBOR Tranche

---



Period then in effect,
Borrowers will be deemed to have elected that such LIBOR Tranche Rate Loan be
converted into a Daily LIBOR Rate Loan at the end of that LIBOR Tranche Period,
but until such conversion, the funds advanced under such LIBOR Tranche Rate
Loan shall continue to accrue interest at the same rate as the interest rate in
effect for such LIBOR Tranche Rate Loan prior to the end of the LIBOR Tranche
Period. Other than with the consent of Agent, (1) Borrowers may not, in the
aggregate, have more than four LIBOR Tranche Rate Loans outstanding at any
time, and any LIBOR Tranche Election that would result in more than four LIBOR
Tranche Rate Loans being outstanding shall not be effective; (2) each LIBOR
Tranche Rate Loan will be in a minimum principal amount of $1,000,000 and in
integral multiples of $100,000; (3) no portion of the Loans which represents
Agent Advances, Interim Advances, Overadvances, or any unreimbursed L/C Draft
can be made as, converted into, or continued as, a LIBOR Tranche Rate Loan; and
(4) no Loan will be made as, converted into, or continued as, a LIBOR Tranche
Rate Loan: (A) when a Default or an Event of Default has occurred and is
continuing, (B) during a period that, pursuant to Section 2.6(a)(iv),
Agent has notified Borrowers that a LIBOR Tranche Rate Loan is not available,
(C) from an Affected Lender which has notified Borrowers under Section
2.6(a)(iv) that it is unlawful for the Affected Lender to make such LIBOR
Tranche Rate Loan, or (D) which has a LIBOR Tranche Period ending on or after
the earlier of (I) the Stated Termination Date or (II) the Termination Date.

(iii)
Any adjustment in the rate of interest resulting from a change in the Daily
LIBOR Rate will become effective on the date of such change in the Daily LIBOR
Rate made by Agent. Any adjustment in the rate of interest resulting from a
change in the LIBOR Tranche Rate will become effective on the first Business
Day of each LIBOR Tranche Period to reflect the LIBOR Tranche Rate determined
as of the date which is two Business Days before the first Business Day of such
LIBOR Tranche Period. Agent shall not be required to notify Borrower of any
adjustment in the Daily LIBOR Rate, or of a selected LIBOR Tranche Rate; however,
Borrowers may request a quote of the prevailing Daily LIBOR Rate, or a selected
LIBOR Tranche Rate, on any Business Day.

(iv)
Notwithstanding any other provisions of this Section 2.6(a) to the
contrary, if Agent determines, at any time, in good faith that (A) deposits in
Dollars are not available in the London interbank market or (B) by reason of:
(1) national or international financial, political or economic conditions or
(2) any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect or the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof or compliance by a Lender with any request or directive
of such authority (whether or not having the force of law), including exchange
controls, (I) it is impracticable, unlawful or impossible for Lenders to
maintain loans at an interest rate based on the LIBOR Tranche Rate or the Daily
LIBOR Rate, (II) adequate and fair means do not exist for ascertaining the
interest rate applicable hereunder to LIBOR Rate Loans, or (III) the LIBOR
Tranche Rate or the Daily LIBOR Rate determined by Agent will not adequately
and fairly reflect the cost to Lenders of making or maintaining any LIBOR Rate
Loans (including inaccurate or inadequate reflection of actual costs resulting
from the calculation of rates by reporting sources), then Agent will give
Borrowers prompt written notice thereof (and will thereafter give Borrowers
prompt notice of the cessation, if any, of such condition), and, so long as
such condition remains in effect as determined by Agent, the obligations
of Lenders to make or to continue to fund or maintain LIBOR Rate Loans will
terminate, and the Loans will bear interest from and after such date at a
floating rate equal to the Prime Rate plus the Applicable Prime Rate Margin.
Moreover, notwithstanding any other provisions of this Section 2.6(a)(iv)
to the contrary, if any individual Lender determines in good faith that it is
unlawful under applicable law to make or maintain LIBOR Rate Loans as
contemplated by this Agreement, the affected Lender (the Affected Lender)
will provide prompt written notice to Borrowers and (x) the Affected
Lenders commitment hereunder to make LIBOR Rate Loans and continue LIBOR Rate
Loans as such will thereupon terminate and (y) the Affected Lenders
Revolving Loans then outstanding as LIBOR Rate Loans, if any, will
automatically bear interest from and after such date at a floating rate equal to
the Prime Rate plus the Applicable Prime Rate Margin on the respective last
days of the then current LIBOR Tranche Period (or immediately as to Daily LIBOR
Rate Loans) with respect to such Revolving Loans. Borrowers, so long as no
Event of Default then exists, may: (A) request Agent to use commercially
reasonable efforts to identify a replacement Lender or financial institution
satisfactory to Borrowers to acquire and assume all or a ratable part of all of
such Affected Lenders LIBOR Rate Loans and commitments to make LIBOR Rate
Loans (a LIBOR Replacement Lender), provided that Agent will
have no duty to undertake a formal syndication or any underwriting obligations
of any nature with respect to any proposed LIBOR Replacement Lender requested
by Borrowers; (B) request one or more of the other Lenders to acquire and
assume all or part of such Affected Lenders LIBOR Loans and commitment to make
LIBOR Loans; or (C) designate a LIBOR Replacement Lender. Any such designation
of a

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Replacement LIBOR Lender
under clause (A) or (C) shall be subject to the prior consent of Agent.
Borrowers and Lenders further acknowledge that Agent assumes no responsibility
for ensuring that Agent will be able to locate any LIBOR Replacement Lender or
that any Person designated as a LIBOR Replacement Lender becomes a Lender under
this Agreement. If Agent gives notice to such Affected Lender that a LIBOR
Replacement Lender has been obtained, then such Affected Lender must
immediately sell all of such Affected Lenders Pro Rata Share of the LIBOR Rate
Loans and commitment to make LIBOR Rate Loans for an amount equal to the unpaid
principal balance of the LIBOR Rate Loans held by such Affected Lender plus all
accrued interest and fees then due to such Affected Lender as set forth in this
Agreement.

(b)
Interest Payments. Subject to Section 2.6(c) with respect to
interest at the Default Rate, Borrowers shall pay to Agent, for the account of
Lenders in accordance with their respective Pro Rata Shares of each Loan, all
accrued interest on all: (i) Daily LIBOR Rate Loans in arrears on the first day
of each calendar month occurring after the Closing Date, beginning on August 1,
2010, (ii) LIBOR Tranche Rate Loans in arrears on the last day of each
applicable LIBOR Tranche Period, and (iii) in the event the Revolving Loans are
accruing interest based upon the Prime Rate, in arrears on the first day of
each calendar month occurring after the Revolving Loans begin accruing interest
based upon the Prime Rate.

(c)
Default Rate. At the option of Agent or at the discretion of Requisite
Lenders, upon the occurrence and during the continuance of any Event of
Default, the outstanding principal and all accrued and unpaid interest on the
Loans, the Letter of Credit Obligations, as well as any other Obligations due
Lenders or Agent hereunder or under any Loan Document, shall bear interest at
the Default Rate from the date on which such Event of Default shall have
occurred to the date on which such Event of Default shall have been waived or
cured without any notice to Borrowers or other action on the part of Agent or
any Lender. All such interest shall be payable on demand and shall be in
addition to such other and further rights and remedies as provided by law or under
any of the Loan Documents.

Section
2.7 Repayments and Prepayments of Principal.

(a)
Repayments on the Revolving Loans; Interim Advances and Agent Advances.
Subject to the payment of a LIBOR Prepayment Fee, as applicable, in accordance
with the applicable provisions of this Agreement, Borrowers shall have the
right to repay the principal of the Revolving Loans in full or in part at any
time and from time to time without any penalty or premium. Borrowers hereby promise to pay the entire outstanding principal balance of
each Interim Advance, and each Interim Advance shall be due and payable, on the
earliest to occur of (i) the next succeeding Settlement Date following
such Interim Advance (subject to the settlement thereof by Lenders as provided
in Section 2.4(c)), (ii) the Termination Date, or (iii) the date the Interim Advances are due and payable
pursuant to Section9.2. Borrowers hereby jointly and severally promise to pay the entire
outstanding principal balance of each Agent Advance, and each Agent Advance
shall be due and payable, on demand by Agent.

(b)
Deficiency Paydowns. Notwithstanding anything in this Agreement to the
contrary, neither any of the Lenders nor LC Issuer shall be obligated to make
any Loan, any advance of credit or issue any Letter of Credit if, after giving
effect to such Loan, advance or Letter of Credit, a Deficiency would occur
unless the Deficiency results from an Overadvance elected, subject to Section
12.4(a), to be made by Agent pursuant to Section 2.2(b). If, as at
any time, a Deficiency occurs or exists, Borrowers will immediately, without
demand or notice, reduce the sum of the then outstanding principal balance of
the Revolving Loans so that a Deficiency no longer exists; however, if such Deficiency
was caused solely by the good faith exercise of Agents discretion (i) under
clause (b)(x) of the definition of Eligible Inventory as a Discretionary
Ineligible Inventory Determination; (ii) under clause (b)(xv) of the definition
of Eligible Receivables as a Discretionary Ineligible Receivables
Determination; (iii) as the implementation of any Discretionary Reserves; or
(iv) under Section 2.13(a), Borrowers shall, within five Business Days
after the occurrence of such Deficiency, reduce the then outstanding balance of
the Revolving Loans so that such Deficiency shall no longer exist. Any payments
made by Borrowers in respect of a Deficiency will be applied to the Revolving
Loans until a Deficiency no longer exists.

(c)
Prepayments from Extraordinary Dispositions or Casualty Loss; Other
Extraordinary Payments. Promptly upon receipt by any one or more Borrower
or any Subsidiary of a Borrower of any Net Proceeds from a Casualty Loss, an
Extraordinary Disposition, a Tax Refund, or a cash dividend or cash
distribution to a Borrower from a Person (net of any taxes paid or payable as a
result of any such cash dividend or cash

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distribution after taking
into account any available tax credits or deductions in any tax sharing
arrangements), the Net Proceeds will be paid to Agent. Promptly upon receipt by
any one or more Borrower or any Subsidiary of a Borrower of any Net Proceeds
from an Equity Issuance, 25% of the Net Proceeds will be paid to Agent. The Net
Proceeds paid to Agent in accordance with this Section 2.7(c) will be
applied to the Loans and the other Obligations as contemplated in Section
2.7(e), with any excess, if any, being deposited into the Operating
Account.

(d)
Maturity. The Commitments shall terminate on the Termination Date. All
Loans and any other Obligations shall, if not sooner repaid as provided in this
Agreement, be absolutely and unconditionally due and payable in full by
Borrowers on, and all Letters of Credit shall (without limiting the generality
of Section 2.3(b)) expire by no later than, the Termination Date.

(e)
Application of Proceeds. With respect to mandatory prepayments described
in Sections 2.7(c), such prepayments shall: (i) first, be applied
to the remaining installments of principal under the Term Loan, in the inverse
order of maturity, until the Term Loan has been paid in full, (ii) second,
be applied to cash collateralize outstanding Letter of Credit Obligations if a
Default shall then exist; and (iii) third, after all Letter of Credit
Obligations are fully cash collateralized in accordance with the preceding
clause (i), be applied in repayment of the Revolving Loans (including any
Interim Advances, Agent Advances or Overadvances); provided that, with respect
to Net Proceeds received in connection with an Equity Issuance, such Net
Proceeds shall be applied in the following order: (A) first, in
repayment of the Revolving Loans (including any Interim Advances, Agent
Advances or Overadvances), (B) second, be applied to cash collateralize
outstanding Letter of Credit Obligations if a Default shall then exist; and (C)
third, after all Letter of Credit Obligations are fully cash
collateralized in accordance with the preceding clause (B), be applied to the
remaining installments of principal under the Term Loan, in the inverse order
of maturity, until the Term Loan has been paid in full. Nothing in this Section
2.7 shall be construed to constitute Agents or any Lenders consent to any
transaction that is not expressly permitted by other provisions of this
Agreement or the other Loan Documents.

(f)
LIBOR Prepayment Fee. If (i) Borrowers fail to borrow a LIBOR Tranche
Rate Loan that is the subject of a LIBOR Tranche Election or (ii) except for
payments required by Section 2.2(d) of this Agreement, Agent or Lenders
receive or recover, whether by voluntary or mandatory prepayment, acceleration
or otherwise, all or any part of a LIBOR Tranche Rate Loan prior to the last
day of the applicable LIBOR Tranche Period, then Borrowers shall pay to Agent,
for the ratable benefit of Lenders, in addition to any other Obligations, a
LIBOR prepayment fee (a LIBOR Prepayment Fee) in an amount equal to
the interest differential amount as described below; provided that if the
interest differential amount is a negative number, then there shall be no
LIBOR Prepayment Fee. The interest differential amount shall be determined by
(A) multiplying (1) the difference between the LIBOR Tranche Rate used
in determining the then effective LIBOR Tranche-Based Rate for the applicable
LIBOR Tranche Rate Loan and the then current bid side reinvestment LIBOR Rate
as of the date of determination by (2) the amount of the LIBOR Tranche
Rate Loan which Borrowers have prepaid or failed to borrow, and (B) multiplying
the product determined in (A) above by a fraction, the numerator of
which is the number of days remaining through the last day of the applicable
LIBOR Tranche Period, and the denominator of which is 360.

Section
2.8 Payments and Computations.

(a)
Time and Place of Payments. Notwithstanding anything in this Agreement
or any of the other Loan Documents to the contrary, each payment to be made by
Borrowers to Agent, LC Issuer or any Lender under this Agreement or any of the
other Loan Documents shall be made directly to Agent, at Agents Head Office,
not later than 2:00 p.m. (Cincinnati, Ohio time), on the due date of each such
payment in immediately available and freely transferable funds and all payments
so received by Agent in such immediately available and freely transferable
funds shall be credited to Borrowers loan account on such date. Agent will
promptly cause to be distributed to each Lender in immediately available and
freely transferable funds such Lenders Pro Rata Share of each such payment
received by Agent. In order to cause timely payment to be made to Agent of all
Obligations as and when due, each Borrower hereby irrevocably authorizes Agent,
at Agents option, to charge the Operating Account or any other account of any
Borrower at Fifth Third or charge or increase the Revolving Loans (as Daily
LIBOR Rate Loans) for the payment or repayment of any interest or principal of
the Loans (including any Letter of Credit Obligations) or any fees, charges,
expenses, or other amounts due to Agent, the Issuing Lender, or the other
Lenders under the Loan Documents and the other Obligations.

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(b)
Application of Funds. Notwithstanding anything herein to the contrary,
the funds received by Agent with respect to the Obligations shall be applied as
follows:

(i)
No Default. Prior to the occurrence of an Event of Default and
acceleration of the Loans, in the following manner: subject to Section 2.4,
Section 2.7 and except as otherwise provided with respect to Defaulting
Lenders and as otherwise expressly provided in the Loan Documents, aggregate
principal and interest payments received by Agent in finally collected funds on
account of the Loans, other than Interim Advances and Agent Advances held
solely by Agent, shall be apportioned ratably among Lenders (according to the
unpaid principal balance of the Loans to which such payments relate held by
each Lender) and payments of fees and expenses (other than fees or expenses
that are for Agents separate account) shall be apportioned ratably among
Lenders having a Pro Rata Share of the type of Commitment or Obligation to
which a particular fee or expense relates.

(ii)
Default. Following the occurrence of an Event of Default and
acceleration of the Loans, all payments shall be remitted to Agent and all such
payments and all proceeds of Loan Collateral received by Agent, shall be
applied as follows:

| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)
 first, to pay any Agent Advances or Interim Advances, interest, fees,
 expenses or indemnities due to Agent under the Loan Documents, until paid in
 full;                                                                                                                       
| |                                                                                                                                                                                                                                                                                       
| | (B)
 second, to pay any Letter of Credit Obligations, fees, expenses or indemnities
 then due to LC Issuer under the Loan Documents, until paid in full;                                                                                                                              
| |                                                                                                                                                                                                                                                                                       
| | (C)
 third, to pay any expenses or indemnities then due to any or all of
 Lenders under the Loan Documents, until paid in full;                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                       
| | (D)
 fourth, to pay any fees then due to any or all of Lenders under the
 Loan Documents, including fees and premiums with respect to any Rate
 Management Agreement with a Lender (or an Affiliate of a Lender), until paid
 in full;                                                
| |                                                                                                                                                                                                                                                                                       
| | (E)
 fifth, to pay interest due to any or all of Lenders under the Loan
 Documents in respect of the Obligations and, with respect to any Rate
 Management Agreement with a Lender (or an Affiliate of a Lender), any
 premiums, scheduled periodic payments and any interest thereon;
| |                                                                                                                                                                                                                                                                                       
| | (F)
 sixth, to pay any other Obligations (other than those set forth in
 clauses (G) and H) due to Lenders until paid in full, including principal of
 the Loans, ratably in accordance with their respective Pro Rata Shares;                                                        
| |                                                                                                                                                                                                                                                                                       
| | (G)
 seventh, with respect to any Rate Management Agreement with a Lender
 or any Affiliate of a Lender, to pay any breakage, termination, close-out or
 like payment due under such Rate Management Agreement to a Lender or an Affiliate
 of a Lender;                              
| |                                                                                                                                                                                                                                                                                       
| | (H)
 eighth, any Leasing Obligations (as defined in the definition of
 Obligations) owing to Fifth Third or its Affiliates; and                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                       
| | (I)
 ninth, to Borrowers or such other Person entitled thereto under
 applicable law.                                                                                                                                                                                                 

Agent will distribute to
each Lender at its address set forth on the applicable signature page of this
Agreement, or at any other address as a Lender may request in writing, the
amount of funds as such Lender may be entitled to receive in accordance with
the terms of this Agreement and the settlement procedures set forth in Section
2.4.

(c)
Payments on Business Days. If any sum would (but for the provisions of
this Section 2.8(c)) become due and payable to Agent, LC Issuer or any
Lender by Borrowers under any of the Loan Documents

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on any day which is not a
Business Day, then such sum shall become due and payable on the Business Day
next succeeding the day on which such sum would otherwise have become due and
payable hereunder or thereunder, and interest payable to Agent, LC Issuer or
any Lender under this Agreement or any of the other Loan Documents shall
continue to accrue and shall be adjusted by Agent accordingly.

(d)
Computation of Interest. All computations of interest payable under this
Agreement, the Notes or any of the other Loan Documents shall be computed by
Agent on the basis of the actual principal amount outstanding on each day
during the payment period and shall be calculated on the basis of the actual
number of days elapsed during such period for which interest is being charged,
predicated on a year consisting of three hundred sixty (360) days. The daily
interest charge shall be one-three hundred sixtieth (1/360) of the annual interest
amount. Each determination of any interest rate by Agent pursuant to this
Agreement, any Note or any of the other Loan Documents shall be conclusive and
binding on Borrowers in the absence of manifest error. Absent manifest error, a
certificate or statement signed by an authorized officer of Agent shall be
conclusive evidence of the amount of the Obligations due and unpaid as of the
date of such certificate or statement.

Section
2.9 Payments to be Free of Deductions. Each payment to be made by
Borrowers to Agent or any Lender under this Agreement, any Note or any of the
other Loan Documents shall be made in accordance with Section 2.8,
without set-off or counterclaim and free and clear of and without any deduction
of any kind for any Taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any nature now or
hereafter imposed or levied by any political subdivision or any taxing or other
authority therein, unless Borrowers are compelled by law to make any such
deduction or withholding. If any such obligation to deduct or withhold is
imposed upon Borrowers with respect to any such payment payable by Borrowers to
Agent or any Lender, (i) Borrowers shall be permitted to make the deduction or
withholding required by law in respect of the said payment and (ii) there shall
become and be absolutely due and payable by Borrowers to Agent, LC Issuer or
such Lender on the date on which the said payment shall become due and payable,
and Borrowers hereby promise to pay to Agent, LC Issuer or such Lender on such
date, such additional amount as shall be necessary to enable Agent, LC Issuer
or such Lender to receive the same net amount which Agent, LC Issuer or such
Lender would have received on such due date had no such obligation been imposed
by law. Anything in this Section 2.9 to the contrary notwithstanding,
the foregoing provisions of this Section 2.9 shall not apply in the case
of any deductions or withholdings made in respect of Taxes charged upon or by
reference to the overall net income, profits or gains of Agent, LC Issuer or
any Lender. Each Lender that is entitled to an exemption from or reduction in
withholding Tax under the jurisdiction in which a Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to Borrowers (with a copy to Agent), at the times
prescribed by applicable law, properly completed and executed documentation
prescribed by applicable law or reasonably requested by Borrowers as will
permit such payments to be made without withholding or at a reduced rate.

Section
2.10 Use of Proceeds.

(a)
Permitted Uses of Loan Proceeds. Borrowers represent, warrant and
covenant to Agent and each Lender that all Loans shall be used by Borrowers
solely for (i) Refinancing existing Indebtedness as of Closing Date and (ii)
general corporate (and limited liability company) and working capital purposes.

(b)
Prohibited Uses. Borrowers represent, warrant and covenant to Agent and
each Lender that no part of the proceeds of the Loans will be used (directly or
indirectly) so as to result in a violation under Regulations T, U or X of the
Board of Governors of the Federal Reserve System or for any other purpose
violative of any rule or regulation of such Board.

Section
2.11 Additional Costs, Etc. If any Lender or LC Issuer shall
in good faith determine that any future applicable law, rule or regulation, or
any change in any present law or in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender with any request or directive regarding capital adequacy (whether or not
having the force of law) from any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lenders or LC Issuers capital as a consequence of its obligations hereunder,
to a level below that which such Lender or LC Issuer could have achieved but
for such adoption, change or compliance by any amount deemed by such Lender or
LC Issuer to be material and is not otherwise reflected in the interest and
other charges payable by Borrowers hereunder, then Borrowers shall pay to

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such Lender or LC Issuer,
as applicable, upon written demand, setting forth a brief explanation of the
amounts demanded, such amount or amounts, in addition to the amounts payable
under the other provisions of this Agreement or the Notes, as will compensate
such Lender or LC Issuer for such reduction. Determinations by any Lender or LC
Issuer of the additional amount or amounts required to compensate such Lender
or LC Issuer in respect of the foregoing shall be conclusive in the absence of
manifest error. In determining such amount or amounts, such Lender or LC Issuer
may use any reasonable averaging and attribution methods.

Section
2.12 Agent, Lender and LC Issuer Statements. A statement signed by an
officer of Agent, any Lender or LC Issuer setting forth any additional amount
required to be paid by Borrowers to Agent, such Lender or LC Issuer under Sections
2.9 or 2.11, and the computations made by Agent, LC Issuer or such
Lender to determine such additional amount or amounts, shall be submitted by
Agent, such Lender or LC Issuer to Borrowers in connection with each demand
made at any time by Agent (and copies thereof delivered to each other Lender
and LC Issuer), such Lender or LC Issuer under either of such Sections. A claim
by Agent, any Lender or LC Issuer for all or any part of any additional amounts
required to be paid by Borrowers under Sections 2.9 or 2.11 may
be made before or after any payment to which such claim relates. Each such
statement shall, in the absence of manifest error, constitute conclusive
evidence of the additional amount required to be paid to Agent, such Lender or
LC Issuer, provided
it sets out in reasonable detail the reasons for such notice and the averaging
and attribution methods used by Agent, such Lender or LC Issuer to determine
the amounts set forth in such notice.

Section
2.13 Advance Rate Changes.

(a)
Advance Rate Change. Borrowers acknowledge that Agent, from time to time,
may do any one or more of the following in its discretion exercised in good
faith: (i) decrease the dollar limits on outstanding advances against the
Borrowing Base or percentages applicable to any one or more Inventory or
Receivables advance sublimits or implement one or more additional Advance Rates
with respect to Inventory or (ii) decrease the Advance Rates if, in either of
the foregoing cases (i) and (ii), one or more of the following events occur or
conditions exist: (a) a Default or an Event of Default has occurred; (b) with
regard to the Receivables Advance Rate, (1) the dilution percentage with
respect to Borrowers Eligible Receivables (i.e., reductions in the amount of
Receivables because of returns, discounts, price adjustments, credit memoranda,
credits, contras and other similar offsets) increases by an amount which Agent,
in its discretion exercised in good faith, has determined is materially above
that which existed as of the Closing Date or (2) the percentage of Receivables
which are 90 days or more past the date of the original invoices applicable
thereto increases, in comparison to the percentage of Receivables which are
within 90 days from the date of the original invoices applicable thereto, by an
amount which Agent, in its discretion exercised in good faith, determines is
material; or (c) with respect to the Inventory Advance Rate, there occurs a
material change, as determined by Agent in its discretion, in the type,
quantity, or quality of Borrowers Eligible Inventory as the same is constituted
on the Closing Date, including, without limitation, a material change, as
determined by Lender in its discretion, in the Net Orderly Liquidation Value
Percentage of Borrowers Inventory by the most recent appraisal received and
approved by Lender in accordance with Section 3.3.

(b)
If, at any time, Agent decreases any of the dollar limits on outstanding
advances against the Borrowing Base or percentages applicable to any one or
more Inventory or Receivables advance sublimits, implements one or more
additional Advance Rates against Inventory, or decreases the Advance Rates from
that which, in any case, is expressly stated in clauses (a) or (b) of the
definition of the Borrowing Base (i.e., exclusive of those changes which
result from the effect of applying applicable eligibility criteria and Reserve
Amounts) (a Stated Advance Rate Change), Agent will give Borrowers 30
days advance written notice of such Stated Advance Rate Change, unless an Event
of Default then exists, in which case Agent will give Borrowers contemporaneous
oral or written notice of such Stated Advance Rate Change.

(c)
If, at any time, Agent implements Discretionary Reserves (as defined in the
definition of Reserve Amount) (Borrowing Base Reserve Implementation),
Agent will give Borrowers 5 Business Days advance written notice of such
Borrowing Base Reserve Implementation unless a Default then exists, in which
case Agent will give Borrowers contemporaneous oral or written notice of such
Borrowing Base Reserve Implementation.

Section
2.14 Consolidated Borrowings. To induce Lenders to enter into this
Agreement and to make Loans in the manner set forth in this Agreement, each
Borrower hereby represents, warrants, covenants and states to

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Lenders that: (i)
Borrowers are substantially dependent upon each other for their respective
working capital, strategic management, financial needs and technology; (ii)
Borrowers desire to utilize their borrowing potential on a consolidated basis,
to the extent(s) possible as if they were merged into a single entity and,
consistent with realizing such potential, to make available to Lenders security
commensurate with the amount and nature of their aggregate borrowings; (iii)
each of Borrowers has determined that it will benefit specifically and
materially from the advances of credit contemplated by this Agreement and that
under a joint and several loan facility it is able to obtain financing on terms
more favorable than otherwise available to it separately; and (iv) Borrowers
have requested and bargained for the structure and terms of and security for
the advances contemplated by this Agreement.

Section
2.15 Joint Obligations. The obligations of each of the Borrowers
hereunder and under the Notes and the other Loan Documents are and shall remain
joint, several and primary for all purposes. No Borrower will be or will be
deemed to be an accommodation party with respect to any of the Loan Documents.
Each Borrower hereby irrevocably designates ISA as its representative and agent
on its behalf for the purposes of issuing requests for advances of Loans,
giving instructions with respect to the disbursement of the proceeds of the
Loans, selecting interest rate options, requesting Letters of Credit, giving
and receiving all other notices and consents hereunder or under any of the
other Loan Documents and taking all other actions (including in respect of
compliance with covenants) on behalf of any Borrower or Borrowers under the
Loan Documents which are permitted to be taken by a Borrower. ISA hereby
accepts such appointment. Agent and Lenders may regard any notice or other
communication pursuant to any Loan Document from ISA as a notice or
communication from all Borrowers, and may give any notice or communication
required or permitted to be given to any Borrower or Borrowers hereunder to ISA
on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice,
election, representation and warranty, covenant, agreement and undertaking made
on its behalf by ISA shall be deemed for all purposes to have been made by such
Borrower and shall be binding upon and enforceable against such Borrower to the
same extent as if the same had been made directly by such Borrower.

ARTICLE 3
SECURITY; RECEIVABLES AND INVENTORY MATTERS

Section
3.1 Borrower Security Interest. To secure the due and punctual payment,
performance and observance of the Obligations, Borrowers shall each grant to
Agent and Lenders a first priority Lien on all Loan Collateral (subject to
Permitted Liens), and, in furtherance thereof, each Borrower has executed and
delivered: (a) the Security Documents to Agent, for the benefit of Agent, LC
Issuers and Lenders, and (b) without limiting the generality of clause (a), the
Pledge Agreement with respect to its Equity Interests in its direct
Subsidiaries, and each Borrower agrees to execute and deliver a Pledge
Agreement with respect to each Subsidiary acquired by such Borrower hereafter,
to Agent, for the benefit of Agent, LC Issuers and Lenders.

Section
3.2 Additional Documents. Borrowers shall take, and shall cause each
Subsidiary of a Borrower which is a party to a Loan Document to take, all
action necessary or as requested by Agent or any Lender, in the exercise of its
discretion in good faith, to cause the Liens granted to Agent for the benefit
of Agent, LC Issuers and Lenders under the Loan Documents to be a perfected
first priority Lien in the Loan Collateral (subject to Permitted Liens), except
for such Loan Collateral in which a first Lien can be perfected only by
possession and such possession is not required by Agent.

Section
3.3 Agreements Regarding Inventory. In addition to the Borrowing Base
Certificate to be delivered in accordance with this Agreement, Borrowers shall
notify Agent promptly of all material returns and recoveries of Inventory.
Without obtaining Agents prior consent and in compliance with the applicable
terms of the Borrower Security Agreement, no Borrower will: (a) accept any
returns of Inventory outside the ordinary course of business, (b) except for
Inventory delivered to North American Stainless constituting Eligible
Inventory, enter into any agreement, practice, arrangement, or transaction
under which title to, or ownership of, any Inventory which is being sold by any
Borrower is, or purports to be, transferred to, or held by, a Person other than
a Borrower before such Inventory is delivered to such Person by a Borrower, (c)
make a sale of Inventory to any customer on a bill-and-hold, guaranteed sale,
sale or return, sale on approval, consignment or any other repurchase or return
basis, or (d) store any Inventory with, or place any Inventory in the
possession or control of, any bailee, processor, warehouseman, consignee or any
other Person, not a party to a bailee, warehouseman or similar agreement with
Agent, under any arrangement, practice or agreement (oral or written). Nothing
permitted by this Section 3.3, however, may be construed to alter in any
way the criteria for Eligible Inventory. Each Borrower will undertake a

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physical count of its
Inventory at least one time each calendar year in accordance with procedures
approved by Borrowers Accountants and Agent. Whenever an Event of Default
exists (and at such other times not more frequently than once per calendar
year), Agent may, at the sole expense of Borrowers, obtain appraisals or
updates thereof of Borrowers Inventory from an appraiser, and prepared on a
basis, satisfactory to Agent, such appraisals and updates to include information
required by applicable law and regulations and by the internal policies of
Agent (including, but not limited to a determination of the Net Orderly
Liquidation Value Percentage of Borrowers Inventory). The appraisers
performing the appraisal and the methods of appraisal used by the appraisers
doing the appraisal are subject to Agents approval in its discretion exercised
in good faith. From and after the date Agent receives and approves the most
recent appraisal undertaken pursuant to this Section 3.3, the Net
Orderly Liquidation Value Percentage of Borrowers Inventory will equal the Net
Orderly Liquidation Value Percentage of Borrowers Inventory established by the
most recent appraisal.

Section
3.4 Receivables; Collection of Receivables.

(a)
No Borrower shall backdate, postdate or redate any of its invoices. No Borrower
shall make any sales or provide services on extended dating or credit terms
beyond that customary in each such Borrowers industry and consented to in
advance by Agent. In addition to the Borrowing Base Certificate to be delivered
in accordance with this Agreement, Borrowers shall notify Agent promptly upon
any Borrowers learning thereof, in the event any Eligible Receivable becomes
ineligible, for any reason, other than the aging of such Receivable, and of the
reasons for such ineligibility to the extent that a Deficiency would result
therefrom. Borrowers shall notify Agent promptly of all material disputes and
claims with respect to any of such Borrowers Receivables, and Borrowers shall
settle or adjust such material disputes and claims at no expense to Agent or
Lenders; however,
no Borrower shall, without Agents consent, grant (i) any discount, credit or
allowance in respect of its Receivables which is outside the ordinary course of
business or (ii) any materially adverse extension, compromise or settlement to
any customer or account debtor with respect to any then Eligible Receivable.
Nothing permitted by this Section 3.4, however, may be construed to
alter in any way the criteria for Eligible Receivables.

(b)
Upon retrieval of Remittances and other proceeds of Receivables and other Loan
Collateral, Agent will deposit the same into a blocked collection, non-interest
bearing DDA depository account maintained at Agent or an Affiliate of Agent in
accordance with Agents (or as applicable, the applicable Agents Affiliates)
policies and procedures, current account number: 7141958806 (the Cash
Collateral Account). Each Borrower will notify all of its customers and
account debtors, which pay their Receivables by electronic funds transfer, to
forward all Remittances directly to the Cash Collateral Account by wire
transfer or automated clearinghouse funds transfer (ACH) (such notices to be in
such form and substance as Agent may require from time to time). If any
Borrower should neglect or refuse to notify any such customer or account debtor
to pay any Remittance to the Cash Collateral Account, Agent will be entitled to
make such notification. Any Remittance or other proceeds of Receivables or
other Loan Collateral received by any Borrower shall be deemed held by
Borrowers in trust and as fiduciary for Agent, and Borrowers shall utilize
Agents electronic deposit and cash management system (i.e., remote capture) to
deposit such Remittances directly into the Cash Collateral Account. Pending
such deposit, no Borrower will commingle any such Remittance or other proceeds
of Receivables or other Loan Collateral with any of any Borrowers other funds or
Property, but each Borrower will hold such Remittance separate and apart
therefrom in trust for Agent until delivery is made to Agent as described
above. Until the Loans have been fully paid and satisfied and this Agreement
has terminated, all deposits to the Cash Collateral Account will be Agents
Property to be applied against the Obligations in the following order (in the
absence of the occurrence of a Default or an Event of Default): (i) first, to
the Revolving Loans and (ii) next, to any other Obligations then due and
payable in such order and method of application as may be elected by Agent in
its discretion exercised in good faith, with any excess funds to be applied in
accordance with Section 3.4(c). The Cash Collateral Account will be
subject only to the signing authority designated from time to time by Agent,
and Borrowers shall have no interest therein or control over such deposits or
funds. At all times until the Loans have been fully paid and satisfied and this
Agreement has terminated, (A) Agent shall have sole access to the Cash
Collateral Account, (B) Borrowers will take all action necessary to grant Agent
such sole access, and (C) no Borrower will notify any customer or account
debtor to pay any Remittance or Receivable to any place or address other than
as set forth in this Section 3.4(b) without Agents prior written
consent.

(c)
Each Business Day, Agent will, or will cause the applicable Agent Affiliate,
automatically and without notice, request or demand by any Borrower, in
accordance with Agents (or as applicable,

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the applicable Agent
Affiliates) automatic sweep program, transfer all collected and available
funds in the Cash Collateral Account: (i) for application against the unpaid
principal balance of all Daily LIBOR Rate Loans that are Revolving Loans and
(ii) to be held in the Cash Collateral Account to the extent of any Revolving
Loans which are LIBOR Tranche Rate Loans. If, after such application, there
remains excess funds in the Cash Collateral Account (i.e., the unpaid balance of
the Revolving Loans is zero except for any LIBOR Tranche Rate Loans for which
funds are being held in the Cash Collateral Account as provided above) and a
Default or an Event of Default has not occurred and is not continuing, then Agent
will deposit such excess funds into the Operating Account upon a Borrowers
request. Pursuant to that automatic sweep program, Agent will either make
Revolving Loans to the extent necessary to cover Presentments to the Controlled
Disbursement Account or to maintain a minimum collected, positive (i.e.,
peg) balance in the Operating Account of $200,000 at all times; however,
in no event will the principal amount of the Revolving Loans advanced pursuant
to the herein described automatic sweep program exceed the Revolving Loan
Availability. The peg balance in the Operating Account will receive a credit
in accordance with, and subject to, Agents cash management program from time
to time in effect to be used solely against Agents service charges and costs
related to the establishment and maintenance of the Operating Account, the
Controlled Disbursement Account, the Cash Collateral Account, the automatic
sweep program, and Agents and its Affiliates treasury and cash management
services. Without limitation of the provisions in the Borrower Security
Agreement, and without limitation to the provisions relating to the ownership
of the Cash Collateral Account and the deposits and funds therein, Agent shall
have, and each Borrower hereby grants to Agent, a continuing Lien on all funds
held in the Operating Account, the Controlled Disbursement Account and the Cash
Collateral Account as security for the Obligations. The Operating Account,
Controlled Disbursement Account, and Cash Collateral Account will not be subject
to any deduction, set-off, bankers lien or any other right in favor of any
Person other than Agent or an Affiliate of Agent. If any Remittance deposited
in the Cash Collateral Account is dishonored or returned unpaid for any reason,
Agent, in its discretion, may charge the amount of such dishonored or returned
Remittance directly against Borrowers and any account maintained by Borrowers
with Agent or the applicable Agent Affiliate and such amount shall be deemed
part of the Obligations. Neither Agent nor the applicable Agent Affiliate shall
be liable for any loss or damage resulting from any error, omission, failure or
negligence on the part of Agent or the applicable Agent Affiliate in good faith
with respect to the operation of the Operating Account, Controlled Disbursement
Account, Cash Collateral Account, or the services to be provided by Agent or
the applicable Agent Affiliate under this Agreement except to the extent, but
only to the extent, of any direct damages, as opposed to any consequential,
special or lost profit damages suffered by any Borrower from gross negligence
or willful misconduct of Agent or the applicable Agent Affiliate. Until a
payment is received by Agent for Agents account in finally collected funds,
all risks associated with such payment will be borne solely by Borrowers.

(d)
For the purposes of calculating interest, determining Revolving Loan
Availability and determining the amount of Eligible Receivables, all
Remittances and other proceeds of Receivables and other Loan Collateral
deposited into the Cash Collateral Account shall be credited (conditional on
final collection) against the outstanding Revolving Loan balance and the then
Eligible Receivables as funds become collected and available in accordance with
Agents funds availability policies from time to time in effect.

(e)
From time to time, Agent or the applicable Agent Affiliate may adopt such
regulations and procedures and changes it may deem reasonable and appropriate
with respect to the operation of the Operating Account, the Controlled
Disbursement Account, the Cash Collateral Account, the automatic sweep program
and the other services to be provided by Agent or the applicable Agent
Affiliate under this Agreement, and such regulations, procedures and changes
need not be reflected by an amendment to this Agreement in order to be
effective. Agent will give notice of such regulations, procedures and changes
to Borrowers in the ordinary course of Agents business.

(f)
All service charges and costs related to the establishment and maintenance of
the Operating Account, the Controlled Disbursement Account, the Cash Collateral
Account, and Agents and its Affiliates treasury and cash management services
shall be the sole responsibility of Borrowers and shall be joint and several
liabilities of the Borrowers, whether the same are incurred by Agent, Agents
Affiliates or Borrowers (or any one or more of them), and Agent, in its
discretion exercised in good faith, may charge the same against Borrowers (or
any one or more of them) and any account maintained by Borrowers (or any one or
more of them) with Agent or the applicable Agent Affiliate and the same shall
be deemed part of the Obligations.

---



(g)
During the term of this Agreement, Borrowers will continue to obtain and
utilize Agents then current automated balance and information reporting system
in connection with the operation of various cash management systems
contemplated by this Agreement.

(h)
Any fees, charges or income created by, or resulting from, the cash management
or treasury services, the Operating Account, the Controlled Disbursement Account,
the Cash Collateral Account, Agents and its Affiliates treasury and cash management
services, and any other accounts to be provided by Agent under or as a result
of the application or operation of the terms or conditions of this Section
3.4 are, as among Agent and the Lenders, for the sole benefit and account
of Agent.

ARTICLE 4
CONDITIONS PRECEDENT TO LOANS AND LETTER OF CREDIT

Section
4.1 General Conditions Precedent. The obligation of Lenders to make any
of the Loans or LC Issuer to issue any Letters of Credit shall be subject to
the satisfaction, on or prior to the Closing Date, of each of the following
conditions precedent:

(a)
Certified Copies of Charter Documents and Bylaws. Agent shall have
received: (i) a copy, certified by the Secretary or an Assistant Secretary of
each Borrower and each Guarantor to be true and complete on and as of the
Closing Date, of the Organizational Documents of each Borrower and each
Guarantor as in effect on the Closing Date (together with any amendments
thereto) and (ii) the charter (e.g., articles/certificate of incorporation
or articles/certificate of organization/formation) or other like organizational
documents of each Borrower and each Guarantor certified by the applicable
Secretary of State;

(b)
Proof of Corporate Authority. Agent shall have received copies,
certified by the Secretary or an Assistant Secretary of each Borrower and each
Guarantor to be true and complete on and as of the Closing Date, of records of
all action taken by each Borrower and each Guarantor to authorize: (i) the execution
and delivery of this Agreement and the other Loan Documents to which it is or
is to become a party as contemplated or required by this Agreement: (ii) each
Borrowers and each Guarantors performance of all of its obligations under the
Loan Documents; and (iii) the making by each Borrower of the borrowings
contemplated hereby. Provided that such a document or its equivalent is
available in the applicable jurisdiction of organization, Agent shall have
received from the applicable Secretary of State a certificate of good
standing/existence/full force and effect of recent date certifying the
existence and good standing of each Borrower under the laws of the applicable
state of incorporation and its good standing/existence/full force in each state
where a Borrower is required to qualify to conduct business;

(c)
Incumbency Certificate. Agent shall have received an incumbency
certificate, dated as of the Closing Date, signed by the Secretary or an
Assistant Secretary of each Borrower and each Guarantor and giving the name and
bearing a specimen signature of each individual who shall be authorized: (i) to
sign, in the name and on behalf of each Borrower and each Guarantor, each of
the Loan Documents to which a Borrower or a Guarantor is or is to become a
party on the Closing Date; and (ii) to give notices and to take other action on
behalf of each Borrower and each Guarantor under the Loan Documents;

(d)
Officers Certificates. Agent shall have received a certificate dated as
of the Closing Date, signed by a duly authorized officer of each Borrower
certifying that each of the representations and warranties made by and on
behalf of each Borrower and each Guarantor, as applicable, in this Agreement
and in the other Loan Documents to which such Person is a party are true and
correct in all material respects on and as of the Closing Date (except that
such representations and warranties shall not be further qualified by
materiality where, by their respective terms, they are already qualified by
reference to materiality, including a Material Adverse Effect);

(e)
Loan Documents, Etc. (i) Each of the Loan Documents
shall have been duly and properly authorized, executed and delivered by the
parties thereto and shall be in full force and effect on and as of the Closing
Date; (ii) an executed original of the Notes shall have been delivered to each
Lender; and (iii) executed originals or (as the case may be) executed
counterparts of each of the other Loan Documents shall have been delivered to
Agent and/or each Lender;

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(f)
Actions to Perfect Liens. Agent shall have received evidence in form and
substance satisfactory to it that all filings, recordings, registrations and
other actions, including the filing of duly executed financing statements,
necessary or, in the opinion of Agent, desirable to perfect the Liens created
by the Security Documents shall have been completed;

(g)
Insurance. Agent shall have received copies of certificates of insurance
executed by each insurer or its authorized agent evidencing the insurance
required to be maintained by each Borrower pursuant to Section 6.2(b);

(h)
Legality of Transactions. No change in applicable law shall have occurred
as a consequence of which it shall have become and continue to be unlawful: (i)
for Agent, LC Issuer or any Lender to perform any of its agreements or
obligations under any of the Loan Documents to which it is a party on the
Closing Date; or (ii) for any Borrower or any Guarantor to perform any of its
agreements or obligations under any of the Loan Documents to which it is a
party on the Closing Date;

(i)
Performance, Etc. Each Borrower and each Guarantor shall have duly
and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in each of the Loan Documents to which any
Borrower or any Guarantor is a party or by which any Borrower or any Guarantor
is bound on the Closing Date. No event shall have occurred on or prior to the
Closing Date, and no condition shall exist on the Closing Date, which
constitutes a Default or an Event of Default;

(j)
Proceedings and Documents. All corporate, governmental and other proceedings
and approvals in connection with the transactions contemplated by this
Agreement, each of the other Loan Documents, and all instruments and documents
incidental thereto shall be in form and substance satisfactory to Agent and
Lenders, and Agent and each Lender shall have received all such counterpart
originals or certified or other copies of all such instruments and documents as
Agent and each Lender shall have requested;

(k)
Compliance with Laws. The borrowings made under this Agreement are and
shall be in compliance with the requirements of all applicable laws,
regulations, rules and orders, including without limitation, the requirements
imposed by the Board of Governors of the Federal Reserve System under
Regulations T, U and X, and by the SEC;

(l)
Legal Opinions. Agent and Lenders shall have received favorable written
legal opinion(s), addressed to Agent and each Lender and dated as of the
Closing Date, from legal counsel for each Borrower, which shall be acceptable
to Agent and each Lender;

(m)
Legal Fees. Borrowers shall have reimbursed Agent for all reasonable
fees and disbursements of legal counsel to Fifth Third (in its capacity as
Agent) which shall have been incurred by Agent through the Closing Date in
connection with the preparation, negotiation, review, execution and delivery of
the Loan Documents and the handling of any other matters incidental thereto;

(n)
Payment of Fees. Borrowers shall have paid to Agent the fees set forth
in the Fee Letter;

(o)
Lien Searches. Agent shall have received the results of a recent search
by a Person satisfactory to Agent, of the UCC, judgment and Tax lien filings
which may have been filed with respect to personal property of any Borrower or
any of its Subsidiaries, and the results of such search shall be satisfactory
to Agent;

(p)
No Material Changes. From either the Fiscal Year end of December 31,
2009 or the date of the Current Financial Statements referred to in Section
5.5 to the Closing Date, no changes shall have occurred in the Property,
financial condition, business, operations or Indebtedness of a Borrower or its
(or their) Subsidiaries which, in the aggregate, are materially adverse to
Borrowers and its Subsidiaries;

(q)
Financial Statements and Status; Opening Balance Sheet; Quality of Earnings
Report; Equipment and Real Estate Appraisal. Each Lender shall have
received the Current Financial Statements referred to in Section 5.5 for
the 12 months ended December 31, 2009 with respect to ISA and its Subsidiaries,
certified by an

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officer of ISA, and Agent
and each Lender shall have been satisfied that such Current Financial
Statements accurately reflect the financial status and condition of ISA and its
Subsidiaries for the period then ended;

(r)
Results of Investigations. The results of Agents and each Lenders and
their respective counsels investigations concerning Borrowers and the Loan
Collateral, including without limitation, insurance review, environmental
review, pension plan review, lien search review, third party consent and
approval review, and review of Receivables, capital structure, debt
instruments, and litigation shall be satisfactory to Agent, Lenders and their
respective counsel in the exercise of their discretion in good faith;

(s)
Non-Permitted Liens. Agent shall have received evidence satisfactory to
it that all Indebtedness secured by Liens that are not Permitted Liens has been
paid in full and all such Liens which are not Permitted Liens have been
released;

(t)
Consents. Agent shall have received evidence satisfactory to it that all
waivers, consents, approvals and authorizations identified in Schedule 5.2
hereto have been obtained;

(u)
Borrowing Base Certificate. Agent shall have received the initial
Borrowing Base Certificate required by Section 6.1(c);

(v)
Advance Request. Agent shall have received the initial request for Loans
as provided by Section 2.4;

(w)
Real Estate Matters; Landlord, Bailee and Warehouseman Waivers. Agent
shall have received such mortgagee, bailee, landlord or warehousemens waivers
as Agent may deem necessary regarding locations at which any Loan Collateral is
or will be stored or otherwise located;

(x)
Pay Off. Agent shall have received a fully executed original of the
Payoff Letter;

(y)
Revolving Loan Availability. Agent shall have received evidence
satisfactory to Agent and Lenders that, after taking into account all
applicable borrowing limits, Reserve Amounts, ineligibles and closing costs,
whether or not paid on the Closing Date and on disbursement of funds and
repayment of debts to be paid on the Closing Date, including the pay-off of the
Prior Senior Revolving Debt Agreement and the other transactions contemplated
thereby, Borrowers have Revolving Loan Availability and unrestricted and
available cash on deposit in the United States on the balance sheet of
Borrowers and their Subsidiaries (determined on a Consolidated basis) of at
least $3,500,000 in the aggregate and after subtracting therefrom the total, as
of such date, of the amount, if any, of: (i) each Borrowers accounts payable
which remain unpaid greater than 60 days past the date of the original invoices
applicable thereto, or with respect to accounts payable for which any Borrower
has received extended terms, which remain unpaid as of the due date thereof,
and (ii) any book overdraft of any Borrower relating to accounts payable more
than 60 days past the date of the original invoices applicable thereto;

(z)
Share Certificates. Each party to a Pledge Agreement shall have
delivered the original certificates evidencing the Capital Securities, to the
extent certificated, pledged thereunder together with undated stock powers with
respect to such Capital Securities;

(aa)
Additional Documents. Agent and Lenders shall have received such other
title policies, agreements, documents, instruments and certificates as Agent
and Lenders may request in the exercise of their discretion in good faith,
including those set forth on the closing checklist prepared by counsel to
Agent.

Notwithstanding
anything to the contrary in the Loan Documents, if all of the conditions
precedent set forth in this Section 4.1 are not satisfied by 3:00 p.m.
on August 6, 2010, none of Agent, LC Issuer or any Lender will have any obligation
to make any Loans or issue any Letters of Credit, and this Agreement, and the
other Loan Documents, will terminate; provided that the provisions of this
Agreement that survive termination (including those in Section 12.5),
will survive. In the event the Closing Date is on a date other than July 30,
2010, Borrowers, on behalf of Borrowers and the other Credit Parties, authorize
Agent, without any further agreement of the Credit Parties, to replace each
page to the Loan Documents reflecting the new Closing Date and, where
applicable, the new

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Stated Termination Date,
and to make other conforming changes to the Loan Documents.

Section
4.2 Continuing Conditions Precedent to All Loans and Letters of Credit.
In addition to any other provisions contained in this Agreement, the
obligations of Lenders to make any Loan and the obligation of LC Issuer to
issue any Letters of Credit shall be subject to the satisfaction, prior to or
concurrently with such Loan or issuance of such Letter of Credit, of each of
the conditions precedent set forth in Section 4.1 and each of the
following conditions precedent:

(a)
No Deficiency. After giving effect to any such Loan or issuance of such
Letter of Credit, no Deficiency exists, unless the Deficiency results solely
from any Permitted Overadvance (as defined in Section 12.4);

(b) Legality of Transactions. It shall
not be unlawful (i) for any Lender, LC Issuer or Agent to perform any of its
agreements or obligations under any of the Loan Documents to which such Person
is a party on the date on which such Loan is to be made or (ii) for any
Borrower to perform any of its material covenants, agreements or obligations
under any of the Loan Documents to which it is a party (including all Financial
Covenants and all negative covenants);

(c)
Representations and Warranties. Each of the representations and
warranties made by or on behalf of each Borrower or any of its Subsidiaries to
Lenders, LC Issuer or Agent in this Agreement or any other Loan Document (i)
shall be true and correct when made and (ii) shall, for all purposes of this
Agreement, be deemed to be repeated on and as of the date of each Borrowers
request for such Loan and shall be true and correct, in all material respects
(except that such representations and warranties shall not be further qualified
by materiality where, by their respective terms, they are already qualified by
reference to materiality, including a Material Adverse Effect), as of such date
(except where such representations and warranties speak solely as of an earlier
date) subject to such changes as are not prohibited hereby or do not constitute
a Default or an Event of Default under this Agreement; and

(d)
No Default. No event shall have occurred on or prior to such date and be
continuing on such date, and no condition shall exist on such date, which
constitutes a Default or Event of Default.

ARTICLE 5
GENERAL REPRESENTATIONS AND WARRANTIES

Each
Borrower represents and warrants to Agent, LC Issuer and each Lender as follows
(with the making of each Loan and the issuance of each Letter of Credit after
the date of this Agreement being deemed to constitute a representation and
warranty that the matters specified in this Article 5 are true and correct on
and as of the date of such Loan unless such representation and warranty
expressly indicates that it is being made as of any specific date):

Section
5.1 Existence; Capitalization; Subsidiaries; Etc.

(a)
Each Borrower (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; and (ii) has full corporate
power and authority to own or to hold under lease its Property and to carry on
its business. Each Borrower is qualified and licensed in each jurisdiction
wherein the character of the Property owned or held under lease by it, or the
nature of its business, makes such qualification necessary or advisable, except
where failure to be so qualified would not reasonably be expected to have a
Material Adverse Effect. As of the Closing Date, each Borrower is organized
under the laws of, and is qualified in good standing as a foreign corporation
those jurisdictions set forth on Schedule 5.1(a). On or before the date
that is 60 days from the Closing Date, ISA will become qualified to do business
in Pennsylvania and Texas, and will provide to Agent good standing certificates
to evidence the same.

(b)
As of the Closing Date with respect to Borrowers, the authorized Capital
Securities of each Borrower and each of its Subsidiaries, and the legal and
beneficial ownership thereof, is as set forth on Schedule 5.1(b) in the
case of each Borrower (with the exception of ISA) and as set forth in Schedule
5.1(c) in the case of Subsidiaries of any Borrower. All issued and
outstanding shares, units, or other divisible interests, as

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applicable, of Capital
Securities of each Borrower and each such Subsidiary are duly authorized and
validly issued, fully paid and, in the case of capital stock, nonassessable.
All issued and outstanding shares, units, or other divisible interests, as
applicable, of Capital Securities of each Borrower and each such Subsidiary
were issued in compliance with all applicable state and federal laws concerning
the issuance of securities. Except as set forth on Schedule 5.1(b) in
the case of any Borrower and Schedule 5.1(c) in the case of Subsidiaries
of any Borrower, there are not, as of the Closing Date, any outstanding preemptive
or other options, rights or warrants issued by any Borrower or any Subsidiary
of any Borrower for the acquisition of shares, units, or other divisible
interests, as applicable, of the Capital Securities of a Borrower or any of its
Subsidiaries, nor any outstanding securities or obligations convertible into
such shares, units, or other divisible interests nor any agreements by a
Borrower or any of its Subsidiaries to issue or sell such shares. Except as set
forth on Schedule 5.1(b), there are not, as of the Closing Date,
any options, sale agreements, pledges, proxies, voting trusts, powers of
attorney or any other agreements or instruments binding upon any of any
Borrowers stockholders with respect to beneficial or record ownership of or
voting rights with respect to the Capital Securities of any Borrower.

(c)
As of the Closing Date, no Borrower has any Subsidiaries, and no Subsidiary of
any Borrower has any Subsidiaries, except as set forth on Schedules 5.1(b)
and5.1(c). All of the Capital Securities of each Subsidiary of each
Borrower which are owned by any Borrower or by its Subsidiaries are free and
clear of all Liens other than those in favor of Agent and any other Permitted
Liens.

(d)
As of the Closing Date, no Borrower owns or holds of record (whether directly
or indirectly), and no Subsidiary of any Borrower owns or holds of record
(whether directly or indirectly), any Equity Interests in any Person except (i)
ISAs Subsidiaries that are Borrowers and Guarantors and (ii) for Persons
described on Schedule 5.1(d) hereto.

(e)
All Persons, as of the Closing Date, who are the officers, and the members of
the Board of Directors, of each Borrower are, in each case, identified on Schedule
5.1(e).

(f)
None of the Inactive Companies transact business other than that necessary to
merge with another Credit Party or wind-up or dissolve.

Section
5.2 Authority, Etc.

(a)
Each Borrower has all requisite power and authority to enter into this
Agreement, each of the other Loan Documents to which it is a party, and to
perform, observe and comply with all of its agreements and obligations under
each of such documents, including the borrowings contemplated hereby.

(b)
The execution and delivery by each Borrower of each of the Loan Documents to
which it is a party, the performance by each Borrower of all of its agreements
and obligations under such Loan Documents, and the making by each Borrower of
the borrowings contemplated by this Agreement have been duly authorized by all
necessary corporate or, as applicable, limited liability company action on the
part of each Borrower and do not and will not: (i) contravene any provision of
any Borrowers Organizational Documents (each as in effect from time to time);
(ii) conflict with, or result in a breach of the terms, conditions or
provisions of, or constitute a default under, or result in the creation of any
Lien (except the Liens created by the Loan Documents) upon any of the Property
of any Borrower under, any Material Agreement to which any Borrower is a party
or by which any Borrower or any other Property of any Borrower is bound or
affected; (iii) violate or contravene any provision of any law, rule or
regulation (including Regulations T, U or X of the Board of Governors of the
Federal Reserve System) or any order, ruling or interpretation thereunder or
any decree, order or judgment of any court or other Governmental Authority or
official (all as from time to time in effect and applicable to Borrower); or
(iv) require any waivers, consents or approvals by any of the creditors or
trustees for creditors of any Borrower or any other Person except as set forth
in Schedule 5.2.

(c)
Except as set forth in Schedule 5.2 hereto and the filings required to
perfect the security interests and Liens granted under the Security Documents,
no approval, consent, order, authorization or license by, or giving notice to,
or taking any other action with respect to, any Governmental Authority is
required, under any provision of any applicable law:

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(i)
for the execution and delivery by each Borrower of this Agreement, each Note,
the other Loan Documents to which it is a party, for the execution and delivery
by each Subsidiary of a Borrower of the Loan Documents to which it is a party,
for the performance by each Borrower and each Subsidiary of each Borrower of
any of the agreements and obligations under the Loan Documents to which it is a
party or for the making by Borrowers of the borrowings contemplated by this
Agreement or for the conduct by Borrowers or a Subsidiary of each Borrower of
their respective businesses; or

(ii)
to ensure the continuing legality, validity, binding effect, enforceability or
admissibility in evidence of this Agreement, the Notes, or any of the other
Loan Documents.

Section
5.3 Binding Effect of Documents, Etc. Each of the Loan Documents which
a Borrower or any of its Subsidiaries has or is to have executed and delivered
as contemplated and required to be executed and delivered by this Agreement has
been so executed and delivered by such Borrower or any of its Subsidiaries, as
applicable, and each such Loan Document is or will be in full force and effect.
The agreements and obligations of each Borrower and each Subsidiary of a
Borrower contained in each such Loan Document to which it is a party constitute
or shall constitute legal, valid and binding obligations of Borrower and such
Subsidiaries, as applicable, enforceable against Borrower and such
Subsidiaries, as applicable, in accordance with its respective terms, except as
such enforceability may be affected by any Insolvency Laws affecting the
enforcement of creditors rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).

Section
5.4 No Events of Default, Etc. No accrued right of rescission,
cancellation or termination on the part of any Borrower or any Subsidiary of
any Borrower exists under this Agreement or any of the other Loan Documents to
which any Borrower or any such Subsidiary is a party.

Section
5.5 Financial Statements.

(a)
The unaudited Consolidated income statements, balance sheets and other
financial statements of ISA and its Subsidiaries dated December 31, 2009 previously
delivered to Agent and each of the Consolidated and, as applicable,
consolidating financial statements of ISA and its Subsidiaries delivered
pursuant to Sections 6.1(a) and 6.1(b) (the most recently
delivered of such financial statements, the Current Financial Statements)
have been prepared in accordance with GAAP (subject to normal year-end adjustments
and lack of footnotes in the case of monthly or quarterly financials). The
Consolidated balance sheets contained in the Current Financial Statements
present fairly, in all material respects, the financial condition of ISA and
its Subsidiaries on a Consolidated basis as of the dates thereof in accordance
with GAAP (subject to normal year-end adjustments and lack of footnotes in the
case of monthly or quarterly financials). The statements of income contained in
the Current Financial Statements present fairly, in all material respects, the
results of operations of ISA and its Subsidiaries on a Consolidated and
consolidating basis for the fiscal periods then ended in accordance with GAAP
(subject to normal year-end adjustments and lack of footnotes in the case of
monthly or quarterly financials). There are no liabilities, secured or
unsecured (whether accrued, absolute or actual, contingent or otherwise), which
were not reflected in the balance sheets of ISA and its Subsidiaries contained
in the Current Financial Statements and which, in accordance with GAAP, in all
material respects, should have been reflected in such balance sheets.

(b)
Borrowers Fiscal Year is from January 1st to December 31st.

Section
5.6 No Adverse Changes. No changes have occurred in the Property,
liabilities or financial condition of any Borrower or any of its Subsidiaries
from those reflected in the Current Financial Statements which, individually or
in the aggregate, have had a Material Adverse Effect. Since the date of the
Current Financial Statements, there has been no adverse developments in the
business or in the operations or Properties of any Borrower or any Subsidiary
of any Borrower which individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect.

Section
5.7 Material Leases. Each Borrower and each Subsidiary of each Borrower
enjoys peaceful and undisturbed possession of all of its Property subject to
Material Leases. All such Material Leases are valid and in full force and
effect. As of the Closing Date, all Material Leases between each Borrower and
its Subsidiaries or Affiliates then in effect are set forth in Schedule 5.7.

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Section
5.8 Intellectual Property.

(a)
Schedule 5.8 sets forth a complete and correct list of Copyrights,
Trademarks, and Patents owned by or licensed to or from any Borrower or a
Subsidiary of any Borrower as of the Closing Date which are necessary to the
business or financial condition of Borrowers and their Subsidiaries
(collectively, Material IP). Borrowers and each Subsidiary of
Borrowers, as applicable, own or possess the right to use, and have done
nothing to authorize or enable any other Person, except as disclosed in Schedule
5.8, to use, any Material IP listed in Schedule 5.8 and all
registrations listed in Schedule 5.8 are valid and in full force and
effect. Borrowers and each Subsidiary of Borrowers, as applicable, own or
possess the right to use all Material IP listed in Schedule 5.8;

(b)
Schedule 5.8 sets forth a complete and correct list of all licenses and
other user agreements to the extent constituting or affecting any Material IP
(collectively, Material IP Agreements) on the Closing Date. Borrowers
and each Subsidiary of Borrowers have full right and authority to use all
Material IP subject to each Material IP Agreement; and

(c)
(i) To any Borrowers knowledge, there is no violation by others of any right
of any Borrower or any Subsidiary of any Borrower with respect to any Material
IP listed in Schedule 5.8; (ii) to any Borrowers knowledge, no Borrower
or any Subsidiary of any Borrower is infringing in any respect upon any
Intellectual Property of any other Person; (iii) no proceedings have been
instituted or are pending against any Borrower or a Subsidiary of any Borrower
or, to any Borrowers knowledge, threatened, and no claim against any Borrower
or a Subsidiary of any Borrower has been received by any Borrower or a
Subsidiary of any Borrower alleging any such violation.

(d)
To any Borrowers knowledge, no Borrower or any Subsidiary of any Borrower owns
any Trademark registered in the United States of America which would be
rendered invalid, abandoned, void or unenforceable by reason of its being
included as part of the Loan Collateral.

Section 5.9
Liens. No Indebtedness of a Borrower or any of its Subsidiaries is
secured by or otherwise benefits from any Lien, other than Permitted Liens, on
or with respect to the whole or any part of the Property, present or future, of
a Borrower or any of its Subsidiaries. To any Borrowers knowledge, there
exists no default or event or condition which, with the giving of notice or
passage of time, or both, would constitute a default under the provisions of
any instrument evidencing such Indebtedness which is secured by such Permitted
Lien or of any agreement relating thereto which would interfere with the
priority of Agents Lien on the Loan Collateral.

Section
5.10 Litigation. Except (a) as disclosed in Schedule 5.10 and (b)
with respect to those claims that are covered fully by available insurance
coverage for which the insurer has admitted in writing its liability for the
full amount thereof, there is not, as of the Closing Date, any pending or, to
any Borrowers knowledge, threatened action, suit, proceeding or investigation
before any court or other Governmental Authority or official, board of
arbitration or arbitrator against any Borrower or a Subsidiary of any Borrower
or in which any Borrower or a Subsidiary of any Borrower is a participant.
There are no proceedings pending or, to any Borrowers knowledge, threatened
against any Borrower or a Subsidiary of any Borrower which call into question
the validity or enforceability of any of the Loan Documents.

Section
5.11 Material Agreements. Except as disclosed in Schedule 5.11,
no Borrower or any Subsidiary of any Borrower is a party to or bound by, as of
the Closing Date: (a) any Rate Management Agreement, (b) any forward purchase
contract, futures contract, unconditional purchase, take or pay or other
contracts, or (c) any other Material Agreements (whether written or oral).

Section
5.12 Taxes and Tax Returns, Etc. Except as disclosed in Schedule
5.12:

(a)
Each Borrower and its Subsidiaries has timely filed (inclusive of any permitted
extensions) or had filed on its behalf with the appropriate taxing authorities
all returns (including material information returns and other material
information) in respect of Taxes and assessments required to be filed through
the Closing Date taking into account all valid and lawful extensions. The
information filed was complete and accurate in all material respects at the
time of filing. Neither any Borrower nor any group of which any Borrower is

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or was the common ISA has requested any extension of time within which
to file returns (including without limitation information returns) in respect
of any Taxes or assessments other than routine extensions of time for filing
returns which have not involved the payment of Taxes in excess of $50,000 (as
to all Borrowers) in the aggregate beyond the due date thereof.

(b)
All Taxes and assessments in respect of periods beginning prior to the Closing
Date have been timely paid, or will be timely paid, or an adequate reserve has
been established therefor, as reflected in the Current Financial Statements.
Neither any Borrower nor any of its Subsidiaries has any liability for Taxes in
excess of the amounts so paid or reserves so established.

(c)
As of the Closing Date, no deficiencies for Taxes or assessments have been
claimed, proposed (to the knowledge of any Borrower) or assessed by any taxing
authority or other Governmental Authority against any Borrower or any of its
Subsidiaries and no Liens with respect to any Taxes have been filed. There are
not, as of the Closing Date, any pending or, to any Borrowers knowledge,
threatened audits, investigations or claims for or relating to any liability in
respect to Taxes of any Borrower or any of its Subsidiaries, and there are no
matters under discussion as of the Closing Date with any taxing authorities or
other Governmental Authorities with respect to Taxes which are likely to result
in an additional liability for Taxes. No extension of a statute of limitations
relating to Taxes or assessments is in effect with respect to any Borrower or
any of its Subsidiaries.

(d)
Neither any Borrower nor any of its Subsidiaries has any obligation under any
Tax sharing agreement or agreement regarding payments in lieu of Taxes.

Section
5.13 Contracts with Affiliates,Etc.

(a)
Except as set forth in Schedule 5.13 and except for transactions among
Borrowers and their Subsidiaries, no Affiliate of any Borrower: (i) sells or
leases any goods or real property to any Borrower, (ii) sells any services to
any Borrower other than services rendered as an employee in ordinary course of
business, (iii) purchases or leases any goods or real property, or purchases
any services, from any Borrower, or (iv) is a party to any contract or
commitment with any Borrower other than an employment contract entered into in
the ordinary course of business.

(b)
Except as set forth in Schedule 5.13 or as permitted by Section
8.6(c)(ii), there is no Indebtedness for Borrowed Money owing by (i) a
Borrower to any of its Affiliates or (ii) any Affiliate of a Borrower to
Borrowers.

Section
5.14 Employee Benefit Plans.

(a)
Schedule 5.14 sets forth each Employee Benefit Plan which is
established, maintained or contributed to, by any Borrower and its ERISA
Affiliates. Each Borrower and its ERISA Affiliates are in compliance in all
respects with any applicable provisions of ERISA and the regulations thereunder
and of the Code with respect to all Employee Benefit Plans except for such
violations which would not reasonably be expected to result in a liability
which would have a Material Adverse Effect.

(b)
Neither any Borrower nor any of its ERISA Affiliates has sponsored, maintained,
or contributed or is currently sponsoring, maintaining or contributing (or
becoming obligated to sponsor, maintain, or contribute) to any Multiemployer
Plan or any Guaranteed Pension Plan.

(c)
None of the Employee Benefit Plans has engaged in a non-exempt prohibited
transaction under the Code or ERISA which is reasonably likely to result in a
liability which would have a Material Adverse Effect.

Section
5.15 Governmental Regulation. Neither any Borrower nor any Subsidiary of
any Borrower is an investment company or a company controlled by an
investment company, as such terms are defined in the Federal Investment
Company Act of 1940, as amended. Neither any Borrower nor any Subsidiary of any
Borrower

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is subject to regulation under the Federal Power Act, the Interstate
Commerce Act or the Investment Company Act of 1940 or to any federal or state
statute or regulation limiting its ability to incur Indebtedness for Borrowed
Money.

Section
5.16 Securities Activities. Neither any Borrower nor any Subsidiary of
any Borrower is engaged in the business of extending credit for the purpose of
purchasing or carrying any margin security or margin stock as such terms
are used in Regulations T, U and X of the Board of Governors of the Federal
Reserve System.

Section
5.17 Disclosure. None of this Agreement, any other Loan Document, or any
other document, certificate or written statement furnished to Agent or any
Lender by or on behalf of any Borrower or any Subsidiary of any Borrower
described in or required by this Agreement or any other Loan Document contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained therein not misleading as of
the date of such document, certificate or other statement. The assumptions upon
which all Projections which have been delivered to Agent and each Lender are
based as stated therein and provide reasonable estimations, but not a warranty,
of future performance. Except as set forth in Schedule 5.17, there is no
fact known to a Borrower as of the Closing Date which has or which would
reasonably be expected in the future to have a Material Adverse Effect.

Section
5.18 No Material Default. As of the Closing Date, neither any Borrower
nor any Subsidiary of a Borrower is in default under (a) any order, writ,
judgment, injunction, decree, law, statute, ordinance, code or governmental
rule which has or which would reasonably be expected in the future to have a
Material Adverse Effect or (b) any Material Agreement, and no party to any such
Material Agreement has given notice of any asserted default thereunder. No
liquidation or dissolution of any Borrower or any Subsidiary of a Borrower and
no receivership, insolvency, bankruptcy, reorganization or other similar
proceedings relative to a Borrower or any Subsidiary of a Borrower or its
Property is pending or threatened.

Section
5.19 Environmental Conditions. Except as set forth in Schedule
5.19:

(a)
To any Borrowers knowledge, each Borrower and its Subsidiaries have obtained
all necessary Licenses and Permits, variances, clearances and all other
necessary approvals (collectively the Material EPA Permits) from all
applicable Governmental Authorities required under applicable Environmental
Laws to use each Borrowers Facilities and operate and conduct its business,
and the handling, transporting, treating, storage, disposal, discharge or
Release (as defined in CERCLA) of Hazardous Substances, if any, into, on or
from the environment (including any air, water or soil) except for the absence
of any of such Material EPA Permits which would not reasonably be expected to
have a Material Adverse Effect. Each issued Material EPA Permit is in full
force and effect, has not expired or been suspended, denied or revoked, and, to
any Borrowers knowledge, is not under challenge by any Person except for such
expirations, suspension, denials, revocation or challenges which would not
reasonably be expected to have a Material Adverse Effect. Each Borrower and
each Subsidiary of each Borrower is in compliance with each issued Material EPA
Permit except for such instances of non-compliance which would not reasonably
be expected to result in a Material Adverse Effect.

(b)
To any Borrowers knowledge, none of any Borrower, any Subsidiary of a
Borrower, each Borrowers Facilities, or any other Property owned or leased by
any Borrower or any Subsidiary of a Borrower is subject to any private or
governmental litigation, threatened litigation (to any Borrowers knowledge),
Lien or judicial or administrative notice, order or action relating to
Hazardous Substances or Environmental Laws with respect to such Borrowers
Facilities or such other Property which either (i) involves an amount in
controversy in excess of $100,000 for any single proceeding or $250,000 in the
aggregate or (ii) would reasonably be expected to have a Material Adverse
Effect.

(c)
To any Borrowers knowledge, there has been no Release (as defined in CERCLA)
of Hazardous Substance into, on or from any Borrowers Facilities and no
Hazardous Substances (except Household Waste as that term is defined at 40
C.F.R. 261.4(b)(1) (1990)) are located on or have been treated, stored,
processed, disposed of, handled, transported to or from, or disposed of upon
each Borrowers Facilities during any Borrowers or any Subsidiary of any
Borrowers possession or into, upon or from the environment including any air,
water, or soil, except in compliance with Environmental Laws other than any
instances of non-compliance which would not reasonably be expected to result in
a liability which would have a Material Adverse Effect. To any

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Borrowers knowledge, neither any Borrower nor any Subsidiary of any
Borrower has allowed any Hazardous Substance to exist or be treated, stored,
disposed, Released (as defined in CERCLA), located, discharged, possessed,
managed, processed or otherwise handled on any Borrowers Facilities or in the
operation or conduct of its respective businesses except in compliance with
Environmental Laws other than any instances of non-compliance which would not
reasonably be expected to result in a liability which would have a Material
Adverse Effect. Each Borrower and its Subsidiaries have complied with all
Environmental Laws affecting each Borrowers Facilities other than any
instances of non-compliance which would not reasonably be expected to result in
a liability which would have a Material Adverse Effect.

(d)
Each Borrower and its Subsidiaries do not transport, in any manner, any
Hazardous Substances except in the ordinary course of business in compliance
with Environmental Laws other than any instances of non-compliance which would
not reasonably be expected to result in a liability which would have a Material
Adverse Effect.

(e)
No Borrower has received written notice of any circumstances which would result
in any obligation under any Environmental Law to investigate or remediate any
Hazardous Substances in, on or under any Borrowers Facilities, and which would
reasonably be expected to give rise to a Material Adverse Effect.

Section
5.20 Licenses and Permits.
Each Borrower and each of its Subsidiaries owns or possesses all Licenses and
Permits and rights with respect thereto which are necessary (collectively, Material
Licenses and Permits) to the conduct of its business operations and the
ownership of its Property as presently conducted and proposed to be conducted
except in those instances where the absence of any such License and Permit
would not reasonably be expected to have a Material Adverse Effect. Each
Borrower and each of its Subsidiaries owns or possesses all Material Licenses
and Permits without any known conflict with the rights of others and, in each
case, free of any Lien not permitted by Section 8.8. All of the Material
Licenses and Permits are in full force and effect, and each Borrower and each
of its Subsidiaries is in compliance with the foregoing, except for such
matters of non-compliance which would not reasonably be expected to result in a
Material Adverse Effect, without any known conflict with the valid rights of
others. No event has occurred, to the knowledge of any Borrower, which permits,
or after notice or lapse of time or both would permit, the revocation or
termination of any such Material Licenses and Permits, or affect the rights of
any Borrower or any of its Subsidiaries thereunder except in those instances
where such revocation or termination of any such License and Permit would not
reasonably be expected to have a Material Adverse Effect.

Section
5.21 General Collateral Representation.

(a)
Each Borrower and each Subsidiary of a Borrower (i) is the sole owner of and
has good and marketable title to its Loan Collateral (exclusive of that
Property for which it has only a leasehold estate), free from all Liens in
favor of any Person other than those in favor of Agent and except any Permitted
Liens and (ii) has full right and power to grant to Agent a security interest therein.
All information furnished to Agent concerning the Loan Collateral is and will
be complete, accurate and correct in all material respects when furnished.

(b)
No security agreement, financing statement, equivalent security or Lien instrument
or continuation statement covering all or any part of the Loan Collateral is on
file or of record in any public office, except such as may have been filed (i)
in favor of Agent pursuant to the Loan Documents, or (ii) in respect of the
items of Loan Collateral subject to the Permitted Liens.

(c)
The provisions of this Agreement and the Security Documents are sufficient to
create in favor of Agent, as of the Closing Date, a valid and continuing Lien
on, and, subject to the Permitted Liens, first security interest in, the types
of the Loan Collateral in which a security interest may be created under
Article 9 of the UCC. Financing statements have been duly prepared listing each
Borrower, as a debtor, and the description of such Loan Collateral set forth
therein is sufficient to perfect first priority security interests in such Loan
Collateral in which a security interest may be perfected by the filing of
financing statements. When such financing statements are duly filed in the filing
offices listed on Schedule 5.21, and the requisite filing fees are paid,
such filings will be sufficient to perfect security interests in such of the
Loan Collateral described in such financing statements as can be perfected by
filing, which perfected security interests will, subject to the Permitted
Liens, be prior to all other Liens in favor of others and rights of others,
enforceable as such as against creditors of and purchasers from any Borrower

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and its Subsidiaries (other than purchasers of Inventory in the
ordinary course) and as against any owner of the Borrowers Facilities where
any of the Equipment is located.

Section
5.22 Owned Real Property. Schedule 5.22 sets forth each parcel of
real Property owned by ISA or a Pledgor (Owned Real Property). Neither
any Borrower nor any Subsidiary of a Borrower (including, without limitation,
any Pledgor) owns any other parcel of real Property. Upon such time, if any,
that the 7100 Grade Lane Real Property Acquisition is consummated, Schedule
5.22 will be deemed amended to include such real Property.

Section
5.23 Deposit and Other Accounts. As of the Closing Date, all of the
accounts maintained by any Borrower or any of its Subsidiaries with any bank,
brokerage house or other financial institution or securities intermediary,
other than with Agent or its Affiliates, are set forth in Schedule 5.23(the
Other Deposit Accounts).

Section
5.24 No Brokerage Fee. No brokerage, finders or similar fee or
commission is due to any Person by reason of any Borrowers entering into this
Agreement or by reason of any of the transactions contemplated hereby, and
Borrowers shall indemnify and hold Agent, Lenders and LC Issuer harmless from
all such fees and commissions.

Section
5.25 Noncompetition Agreements. Except as set forth on Schedule 5.25,
neither any Borrower nor any Subsidiary of any Borrower is subject to any
contract or agreement containing a covenant not to compete in any line of
business with any Person which is material to any Borrower or any Subsidiary as
of the Closing Date. To any Borrowers knowledge, no key employee of any
Borrower is, as of the Closing Date, subject to any agreement in favor of
anyone other than a Borrower which restricts or limits that individuals right
to engage in the type of business activity conducted by any Borrower in any
manner which would reasonably be expected to materially impair the ability of
such individual to carry out his or her duties with any Borrower or to use any
Property or confidential information or which grants to any Person, other than
Borrowers, any rights to inventions or other ideas susceptible to legal
protection developed or conceived by any such key employee of any Borrower.

Section
5.26 Solvency. Each Borrower will be Solvent after (a) receipt and
application of the Loans in accordance with the terms of this Agreement, (b)
the execution and delivery of this Agreement and the other Loan Documents to
which any of them is a party, and (c) the filing of any financing statements or
other perfecting notices or actions in connection with this Agreement.

Section
5.27 Casualties. Neither the business nor the Properties of any Borrower
or any Subsidiary of any Borrower are affected by any fire, explosion, accident,
drought, storm, hail, earthquake, embargo, act of God or of the public enemy or
other Casualty Loss (whether or not covered by insurance) which has had a
Material Adverse Effect.

Section
5.28 Insurance Policies; Surety Bonds. Schedule 6.2(b) correctly
sets forth, as of the Closing Date, all of: (a) the insurance policies
maintained by Borrowers and their Subsidiaries, including the carriers thereof,
and the types of coverage and insured amounts covered thereby and (b) the
Surety Bonds issued on behalf of a Borrower with respect to any aspects of any
Borrowers operations, including the performance of any services.

Section
5.29 Updating Representations and Warranties. With the delivery of each
Compliance Certificate, Borrowers shall update any Exhibits or Schedules
provided for in Article 5 of any circumstance which may have the effect
of making any such representation or warranty contained in Article 5
untrue or misleading in any material respect (except that such representations
and warranties shall not be further qualified by materiality where, by their
respective terms, they are already qualified by reference to materiality,
including a Material Adverse Effect), as of such date of such Compliance
Certificate (except where such representations and warranties speak solely as
of an earlier date) subject to such changes as are not prohibited hereby or do
not constitute a Default or an Event of Default under this Agreement. The
requirement of Borrowers to update any Exhibit provided for herein is not, and
may not be construed to be, a cure of any Default or Event of Default occurring
prior to any such update or existing at the time of any such update without the
written waiver of such Default or Event of Default by the Requisite Lenders.

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ARTICLE 6
AFFIRMATIVE COVENANTS

Each
Borrower agrees, covenants with and warrants to Agent and each Lender that,
from and after the Closing Date and until all of the Obligations are paid and
satisfied in full (exclusive of any contingent obligations for indemnification
or reimbursement for which Agent has not then given notice of a claim thereof
against Borrowers), except as otherwise expressly consented to in writing by
the Requisite Lenders:

Section 6.1
Financial Reporting and Other Information.

(a)
Borrowers shall provide to Agent as soon as available, and in any event within
45 days after the close of each Fiscal Quarter of Borrowers, (i) Consolidated
balance sheets of the Credit Parties as of the end of such Fiscal Quarter, (ii)
Consolidated statements of income, and (iii) Consolidated statements of cash
flow of the Credit Parties, in each case including its Subsidiaries for such
Fiscal Quarter and for the period commencing at the end of the previous Fiscal
Year and ending with the end of such Fiscal Quarter, certified in a Compliance
Certificate executed and delivered by the Chief Financial Officer, Chief
Operating Officer or Chief Executive Officer of ISA stating that, as of the
date of such Compliance Certificate, to the best of his or her knowledge after
reasonable inquiry: (A) such financial statements, while not examined by the
Accountants, reflect in his or her opinion, all adjustments necessary to
present fairly, in all material respects, the Consolidated financial position
of the Credit Parties as at the end of such Fiscal Quarter and the results of
their operations for the month then ended in conformity with GAAP consistently
applied, subject only to normal year-end adjustments and the absence of footnotes,
(B) stating that as of the date of such certificate, to the best of his or her
knowledge, after reasonable inquiry, no event has occurred which constitutes a
Default or an Event of Default, or, if a Default or an Event of Default has
occurred and is continuing, a statement as to the nature thereof and the action
which the Credit Parties have taken or propose to take with respect thereto and
(C) further setting out in such detail as is required by Agent in the exercise
of its discretion in good faith, the Credit Parties compliance with the
requirements of Articles 7 and 8.

(b)
Borrowers shall provide to Agent as soon as available, and in any event within
120 days after the close of each Fiscal Year of the Credit Parties: (i) audited
financial statements of the Credit Parties as of the end of such Fiscal Year,
on a Consolidated basis and prepared in accordance with GAAP, certified,
without qualification or exception, by the Accountants, including balance
sheets as of the end of such Fiscal Year, related profit and loss and
reconciliation of surplus statements, and a statement of cash flows,
accompanied by (A) any management letter prepared by such Accountants and (B)
by supplemental consolidating financial statements of the Credit Parties prepared
and reported on by such Accountants in a manner satisfactory to Agent in the
exercise of its discretion in good faith, which supplemental consolidating
information report may be unaudited; and (ii) a Compliance Certificate executed
and delivered by the Chief Financial Officer, Chief Operating Officer or Chief
Executive Officer of ISA stating that, as of the date of such Compliance
Certificate, to the best of his or her knowledge and after reasonable inquiry,
(A) such financial statements reflect in his or her opinion, all adjustments
necessary to present fairly, in all material respects, the Consolidated
financial position of the Credit Parties as at the end of such Fiscal Quarter
and the results of their operations for the month then ended in conformity with
GAAP consistently applied, (B) stating that as of the date of such certificate,
to the best of his or her knowledge, after reasonable inquiry, no event has
occurred which constitutes a Default or an Event of Default, or, if a Default
or an Event of Default has occurred and is continuing, a statement as to the
nature thereof and the action which the Credit Parties have taken or propose to
take with respect thereto and (C) further setting out in such detail as is
required by Agent in the exercise of its discretion in good faith, the Credit
Parties compliance with the requirements of Articles 7 and 8.

(c)
On the Closing Date and not less frequently than monthly, and more frequently
if set forth below, if Agent shall require or if Borrowers shall so elect,
Borrowers shall deliver to Agent:

(i)
a Borrowing Base Certificate by no later than the Tuesday after the end of each
calendar week (which is based on values as of the immediately preceding week);
and

(ii)
reports of each Borrowers sales, credits to sales or credit memoranda
applicable to sales, collections and non-cash charges (from whatever source,
including sales and noncash journals or other credits to Receivables) for the
applicable period, and acceptable supporting documentation thereto (including,
a

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report indicating the Dollar value of each Borrowers Eligible
Receivables, Eligible Inventory and all other information deemed necessary by
Agent to determine levels of that which is and is not Eligible Receivables or
Eligible Inventory).

(d)
By no later than the 30th day after the end of each calendar month, or sooner
if available, Borrowers shall deliver to Agent monthly agings, broken down by Borrowers
and by due date of Receivables listed by invoice date, in each case reconciled
to the Borrowing Base Certificate for the end of such month and Borrowers
general ledgers, and setting forth any changes in the reserves made for bad
accounts or any extensions of the maturity of, any refinancing of, or any other
material changes in the terms of any Receivables in such format as is specified
by Agent from time to time, together with such further information with respect
thereto in such format as Agent may then require in the exercise of its
discretion in good faith.

(e)
By no later than the 30th day after the end of each calendar month, or sooner
if available, Borrowers shall submit to Agent an inventory report in a form
acceptable to Agent reconciled to: (i) the Borrowing Base Certificate for the
end of such month, (ii) each Borrowers inventory records, and (iii) each
Borrowers general ledger, broken down into such detail and with such
categories as Agent shall require in the exercise of its discretion in good
faith (including a report indicating the type, location, and dollar value of
each Borrowers Inventory, and all other information deemed necessary by Agent
to determine levels of that which is and is not Eligible Inventory). Values
shown on reports of Inventory shall be at the lower of cost or market value
determined in accordance with a moving average weighted cost basis accounting
system in accordance with GAAP. In furtherance of the foregoing obligations,
Borrowers will maintain a inventory system approved by the Accountants in
respect of their Inventory and will undertake a physical count of their
Inventory in accordance with procedures approved by the Accountants and Agent.

(f)
By no later than the 30th day after the end of each calendar month, Borrowers
shall deliver to Agent monthly agings of accounts payable listed by invoice
date and by due date, in each case reconciled to each Borrowers general ledger
for the end of such month, in such format as is specified by Agent from time to
time in good faith.

(g)
Together with each delivery of financial information and financial statements
of Borrowers pursuant to Sections 6.1(a) and 6.1(b), Borrowers
will deliver such information describing the operations and financial condition
of Borrowers as Agent may request in the exercise of its discretion in good
faith.

(h)
As soon as available and in any event prior to the end of each Fiscal Year,
Borrowers will deliver Projections of Borrowers for the forthcoming Fiscal
Year, on a quarter by quarter basis.

(i)
Borrowers shall provide to Agent as soon as possible, and in any event within
fifteen (15) days after any Borrower knows or has reason to know that any Termination
Event with respect to any Employee Benefit Plan has occurred, a statement of
the Chief Financial Officer or Treasurer of each Borrower describing such
Termination Event and the action which Borrowers propose to take with respect
thereto.

(j)
Borrowers shall provide Agent with the following additional information and/or
reports:

(i)
promptly after any Borrower becomes aware of the commencement thereof, notice
of all actions, suits and proceedings against or involving any Borrower or any
Subsidiary of any Borrower before any court or other Governmental Authority,
domestic or foreign, which are not fully covered by insurance without the
applicability of any co-insurance provisions or which have not been bonded and
which either (A) involves an amount in controversy in excess of $100,000
for any single proceeding or $250,000 in the aggregate or (B) would
reasonably be expected to cause a Material Adverse Effect;

(ii)
as soon as practicable after becoming aware of a claim by any Person that any
Borrower or a Subsidiary of any Borrower is in default under any agreement
entered into in connection with Indebtedness, when added to all other
Indebtedness of any one or more Borrower then in default, in excess of $100,000
in the aggregate, notice of any such claim or default;

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(iii)
notice of any change in the conduct of the business, prospects or financial
condition of any Borrower or a Subsidiary of any Borrower promptly upon any
Borrowers becoming aware of any such change which would reasonably be expected
to have a Material Adverse Effect;

(iv)
notice of any Release (as defined in CERCLA) of Hazardous Substances on any Borrowers
Facilities that is in material violation of Environmental Laws or would require
remediation pursuant to applicable federal or state law or of any notification
having been filed with regard to a release of Hazardous Substances on or into
any of Borrowers Facilities under any applicable Environmental Law, which
would reasonably be expected to have a Material Adverse Effect. Such notice
shall indicate the steps Borrowers have or will take to remediate all hazardous
environmental conditions if any such steps are required of each of them by
applicable Environmental Law and the estimated costs of such remediation; and

(v)
if (and on each occasion that) any event shall at any time occur or any
condition shall at any time develop which constitutes a Default or an Event of
Default, then, promptly (and, in any event, within five (5) Business Days)
after any Borrower shall have first become aware of the occurrence or
development of any such event or condition, Borrowers will furnish or cause to
be furnished to Agent a written notice specifying the nature and the date of
the occurrence of such event or (as the case may be) the nature and the period
of existence of such condition and what action Borrowers are taking or propose
to take with respect thereto.

(k)
Borrowers shall provide Agent with such other information relating to each
Borrower or any of its Subsidiaries (including any Employee Benefit Plan) as
Agent may from time to time request in the exercise of its discretion in good
faith. To the extent Agent is obligated to do so by applicable law, rule or
regulation, it may deliver to any regulatory body having jurisdiction over it
copies of the reports and other information provided by Borrowers to Agent pursuant
to this Section 6.1 or otherwise.

(l)
Promptly upon any Borrowers learning of any change to the list of Affiliates
identified in Schedule 5.1(e) (other than with respect to the members of
the Board of Directors of ISA or any officer of a Borrower), Borrowers will
give notice to Agent in a form acceptable to Agent in its discretion exercised
in good faith. Upon Agents request made from time to time, Borrower will
update the list of the members of the Board of Directors and officers of each
Borrower on Schedule 5.1(e).

(m)
Promptly upon the filing thereof and in any event within 10 days after filing
therewith, copies of all registration statements and other reports on Form
10-Q, Form 10-K and Form 8-K which any Credit Party files with the Securities
and Exchange Commission. The filing of Form 10-Q and Form 10-K will satisfy the
requirements of Sections 6.1(a) and 6.1(b), respectively, so long
as said reports are filed within the time periods set forth in Sections 6.1(a)
and 6.1(b), respectively.

(n)
(i) At least one Business Day prior to entering into any proposed Permitted
Factoring Transaction, copies of such reports and other information and
documentation prepared by the applicable Borrower in contemplation thereof
(collectively, the NAS Factoring Report), and such other information
and documentation as may be requested by Agent in its discretion and (ii)
promptly upon consummation of each Permitted Factoring Transaction, copies of
all documents entered into, or delivered in connection with, each Permitted
Factoring Transaction, including applicable transaction documents with Banesto
or Grupo Santander and copies of all applicable invoices subject to the
Permitted Factoring Transaction (collectively, the NAS Factoring Documents).

Section 6.2
Maintenance of Property; Authorization; Insurance.

(a)
Borrowers shall keep and maintain all of their respective Equipment, which is
necessary for the conduct of their respective businesses, in good repair,
working order and condition, reasonable wear and tear excepted, and from time
to time make all necessary repairs, renewals or replacements, betterments and
improvements thereto so that the business carried on in connection therewith
may be properly and advantageously conducted at all times.

(b)
At its own cost and expense, Borrowers shall obtain and maintain during the
term of this Agreement: (i) insurance against loss, destruction or damage to
its or any of its Subsidiaries Properties as Agent may require, in the
exercise of its discretion in good faith, from time to time to fully protect
Agents and Lenders

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interests in the Loan Collateral and (ii) insurance against public
liability and third party property damage, with such insurance companies, in
such amounts and covering such risks as are at all times satisfactory to Agent
(it being agreed by Agent that the liability and Property coverages set forth
on Schedule 6.2(b) are approved as adequate as of the Closing Date) and
naming Agent for the benefit of Agent, LC Issuers and Lenders as lenders loss
payee and additional insured as its interests may appear. Each Borrower agrees
to deliver to Agent upon request insurance certificates or policies evidencing
compliance with the above requirements. Each Borrower covenants, warrants and
represents that it will not do any act or voluntarily suffer or permit any act
to be done whereby any insurance required hereunder shall or may be suspended,
impaired or defeated. If any item of Loan Collateral shall be the subject of a
Casualty Loss during the term hereof, each Borrower agrees to proceed
diligently and cooperate fully with Agent and Lenders in the recovery of any
and all proceeds of insurance applicable thereto, and the carriers named
therein are hereby directed by Borrowers to make payment for such loss to
Agent, for the benefit of Agent, LC Issuers and Lenders, and not to any
Borrower and Lenders jointly. If any insurance losses are paid by check, draft or
other instrument payable to any Borrower and Agent and Lenders jointly, Agent
may indorse the name of each Borrower thereon and do such other things as it
may deem advisable to reduce the same to cash. If there does not exist at that
time a Default or an Event of Default which has not been cured by the Borrowers
or waived by the Requisite Lenders, then all loss recoveries received by Agent
and Lenders pursuant to this Section 6.2(b) upon any such insurance
shall be paid by Agent and Lenders to Borrowers so long as such proceeds
promptly are reinvested in Borrowers businesses in the manner acceptable to
Agent. If there does exist at that time a Default or an Event of Default, then
such cash resources may be applied and credited by Agent and Lenders to the Obligations,
subject to Section 2.8(b). Each Borrower further covenants that it
shall require that the insurer with respect to each such insurance policy
provide for thirty (30) days advance written notice to Agent of any
cancellation or termination of, or other change of any nature whatsoever in,
the coverage provided under any such policy.

(c)
ISA has executed and delivered to Agent the Life Insurance Documents for each
policy of Life Insurance. ISA shall, at its own cost and expense, (i) maintain
the Life Insurance and (ii) deliver the originals of each policy of the Life
Insurance to Agent. ISA will promptly take all actions hereafter necessary or
appropriate in Agents judgment to cause the Life Insurer to acknowledge and
confirm Lenders assignment and, as appropriate, consent to the assignment of
the Life Insurance to Lender pursuant to the terms of this Agreement and the
other Loan Documents in accordance with the terms of the Life Insurance
Documents. Until the Obligations are fully and finally paid, ISA will not: (A)
make or grant any further assignments, transfers, or other dispositions of any
portion of the Life Insurance or any right or interest therein nor grant or
permit to exist any Lien on any portion of the Life Insurance or any right or
interest therein except in favor of Agent, (B) make any borrowings or
withdrawals of, or accept any loans or advances of, the cash surrender value of
any Life Insurance, or (C) make or seek any changes to any of the terms or
conditions of any of the Life Insurance.

Section 6.3
Corporate Existence. Other than as permitted by Section 8.3(a),
each Borrower and each of its Subsidiaries shall preserve and maintain its
existence as a corporation or, as applicable, a limited liability company in
good standing under the laws of its state of organization and all of its
rights, franchises and privileges as a corporation or, as applicable, limited
liability company.

Section 6.4
Inspection Rights. During normal business hours, upon at least two
Business Days advance notice (unless an Event of Default then exists) and at
the expense of Borrowers, and from time to time, each Borrower shall permit
Agent, or any of its agents, representatives or current or prospective
participants in the Loans, to inspect, and make field examinations of, the Loan
Collateral, to examine, audit, inspect and make copies of and abstracts from
the records and books of account of, and to visit the Properties of, each
Borrower and to discuss the affairs, finances and accounts of each Borrower
with any of its officers, directors, managers, and employees. Upon the
occurrence and during the continuance of an Event of Default, Lenders may
accompany Agent or any of its field auditors on any such field examinations.

Section 6.5
Compliance with Laws.

(a)
Each Borrower and each of its Subsidiaries shall comply with all applicable
federal, state and local laws, rules, regulations and orders pertaining to the
operation of its businesses, the noncompliance with which would reasonably be
expected to have a Material Adverse Effect. Each Borrower will pay before the
same become delinquent (i) all Taxes, assessments and governmental charges or
levies imposed upon it or upon its

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income or profits or any of its Property and (ii) all other lawful
claims which, in each case, if unpaid might become a Lien upon any of its
Property except to the extent (a Contested Claim): (A) contested in
good faith by proper proceedings, (B) with respect to which adequate reserves
have been set aside for the payment thereof, and (C) the continuation of any
such contest does not result in any part of the Loan Collateral being made the
subject of (1) any proceeding in foreclosure, (2) any levy or execution (which
shall not have been stayed or dismissed), (3) any forfeiture, seizure or other
loss, or (4) any Lien other than a Permitted Lien. Borrowers shall promptly pay
or discharge such Contested Claims, if any, and shall deliver to Agent evidence
acceptable to Agent, in the exercise of its discretion in good faith, of such
compliance, payment or discharge, if such contest is terminated or discontinued
adversely to a Borrower or the conditions set forth in this Section 6.5(a)
are no longer met.

(b)
Borrowers shall promptly notify Agent and each Lender in the event that any
Borrower receives any notice, claim or demand from any Governmental Authority
which alleges that any Borrower or any of its Subsidiaries is in material
violation of any of the terms of, or has materially failed to comply with any
applicable law, rule, ordinance, code or order issued pursuant to any federal,
state or local statute regulating its operation and business, including the
Occupational Safety and Health Act, or any Environmental Law.

Section 6.6
Notice of Other Events.
Immediately upon any Borrowers first becoming aware of any of the following
occurrences, Borrowers shall furnish or cause to be furnished to Agent written
notice with full particulars of (a) the business failure, insolvency or
bankruptcy of a Borrower or any of its Subsidiaries; (b) the rescission,
cancellation or termination, or the creation or adoption, of any agreement or
contract to which a Borrower or any of its Subsidiaries is a party which would
reasonably be expected to have a Material Adverse Effect; (c) any labor
dispute, any attempt by any labor union or organization representatives to
organize or represent employees of a Borrower or any of its Subsidiaries, or
any unfair labor practices or proceedings of the National Labor Relations Board
with respect to, a Borrower or any of its Subsidiaries which would have a
Material Adverse Effect; or (d) any defaults or events of default under
any Material Agreement by a Borrower or any of its Subsidiaries which would
reasonably be expected to have a Material Adverse Effect.

Section 6.7
Communication with Accountants. Each Borrower shall and hereby does
authorize (a) Agent or, after the occurrence of any Event of Default, any
Lender, upon prior and reasonable written notice to Borrowers, to communicate
directly with the Accountants and (b) the Accountants to disclose to Agent or
such Lender any and all financial statements and other information of any kind,
including copies of any management letter or the substance of any oral
information or conversation that such Accountants may have with respect to the
business and financial condition of Borrowers.

Section 6.8
Payment of Obligations. Each Borrower hereby jointly and severally
covenants, agrees and promises to punctually pay or cause to be paid when due
all principal and interest on the Loans, the Letter of Credit Obligations, the
Bank Product Obligations, the Rate Management Obligations, and all other
Obligations payable hereunder or under any of the other the Loan Documents in
accordance with the terms hereunder and thereunder.

Section 6.9
Payment of Fees.

(a)
Each Borrower hereby jointly and severally covenants, agrees and promises to
pay to Agent, for the ratable benefit of Lenders, the Unused Line Fee, which
shall commence to accrue on the Closing Date, in monthly payments in arrears
with the first payment being due on August 1, 2010 and subsequent payments
being due on the first day of each succeeding calendar month thereafter until
the Termination Date of the Revolving Loan Commitments, at which time all
accrued and unpaid amounts of the Unused Line Fee shall be immediately due and
payable.

(b)
Agent may provide for the payment of any fees or other charges under this Section
6.9 or otherwise under this Agreement by advancing the amount thereof for
the benefit of Borrowers as a Revolving Loan.

(c)
Each Borrower hereby jointly and severally covenants, agrees and promises to
pay to Agent the fees as set forth in the Fee Letter. Each Borrower also hereby
jointly and severally covenants, agrees and promises to also pay to Agent the
then current charges for Agents field examiners or auditors (including the
out-of-pocket fees, costs and expenses paid to third party auditors which
conduct the field examinations or verifications).

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Section
6.10 Governmental Consents and Approvals. Each Borrower and each of
its Subsidiaries will comply with all Licenses and Permits as is necessary
under any provision of any applicable law to continue the proper operation of
the business and operations of each Borrower, except for such matters of
non-compliance which would not reasonably be expected to result in a Material
Adverse Effect.

Section
6.11 Employee Benefit Plans. Borrowers and each of their ERISA Affiliates
shall promptly pay and discharge all obligations and liabilities arising under
ERISA of a character which if unpaid or unperformed would reasonably be
expected to have a Material Adverse Effect or result in a Lien upon any of its
or their Property.

Section
6.12 Further Assurances.
Each Borrower and each of its Subsidiaries shall execute, acknowledge and
deliver, or cause to be executed, acknowledged and delivered, any and all such
further assurances and other agreements or instruments, and take or cause to be
taken all such other action, as shall be requested by Agent from time to time
in the exercise of its discretion in good faith in order to give full effect to
any of the Loan Documents.

Section
6.13 Borrowers Depository Accounts. Borrowers and their
Subsidiaries shall maintain all of their primary bank and depository accounts
and cash management with Agent, including all demand deposit, time deposit,
concentration and zero balance accounts, except that Borrowers and its
Subsidiaries may maintain (a) with Persons other than BB&T the Other
Deposit Accounts (other than those at BB&T) so long as the aggregate amount
on deposit therein does not exceed $100,000 at any time and (b) with BB&T
such Other Deposit Accounts at BB&T for up to 120 days from the Closing
Date so long as such Other Deposit Accounts are subject to a deposit account
control agreement among BB&T, the applicable Credit Parties and Agents to
be effective on the Closing Date in a form and substance acceptable to Agent.

Section
6.14 Use of Proceeds.
Borrowers shall use all Loan proceeds only as permitted by Section 2.10.

ARTICLE 7
FINANCIAL COVENANTS

Each
Borrower covenants with and warrants to Agent and each Lender that, from and
after the Closing Date and until all of the Obligations are paid and satisfied
in full (exclusive of any contingent obligations for indemnification or
reimbursement for which Agent has not then given notice of a claim thereof
against Borrowers), except as otherwise expressly consented to in writing by
the Requisite Lenders:

Section 7.1
Senior Leverage Ratio. Borrowers shall not permit the Senior Leverage
Ratio for each Test Period ending on each Computation Date occurring on or
after September 30, 2010 to exceed 3.5 to 1; provided that, for each Test
Period ending on December 31, the Senior Leverage Ratio shall not exceed 4.0:1.

Section 7.2
Minimum Fixed Charge Coverage. Borrowers shall not permit the Fixed
Charge Coverage Ratio for each Test Period ending on each Computation Date
occurring on or after September 30, 2010 to be less than 1.20 to 1.

Section 7.3
Limitation on Capital Expenditures. No Borrower will make or incur, and
will not permit any of its Subsidiaries to make, any Capital Expenditures
(including expenditures for fixed assets, leases, maintenance, or repairs capitalized
or required, in accordance with GAAP consistently applied, to be capitalized on
Borrowers books by purchase, lease-purchase agreement, option or otherwise) in
excess of $4,000,000 in the aggregate for any Fiscal Year; provided that, the forgoing
$4,000,000 limitation shall not preclude a Borrower from consummating the 7100
Grade Lane Real Property Acquisition. If any Borrower enters into a Capital
Lease with respect to fixed assets, for purposes of calculating Capital
Expenditures under this Section, the aggregate amount of all payments due for
the entire term of such Capital Lease (excluding, however, the interest portion
of Capital Lease payments or the interest portion of any other permitted
Indebtedness) shall be considered expended in full on the date that such
Borrower enters into such Capital Lease.

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ARTICLE 8
NEGATIVE COVENANTS

Each
Borrower covenants with and warrants to Agent and each Lender that from and
after the Closing Date and until all of the Obligations are paid and satisfied
in full (exclusive of any contingent obligations for indemnification or
reimbursement for which Agent has not then given notice of a claim thereof
against Borrowers), except as otherwise expressly consented to in writing by
Requisite Lenders:

Section 8.1
Limitation on Nature of Business. No Credit Party or its Subsidiaries
shall at any time make any change in any of any Credit Partys primary business
objectives, purposes and operations or enter into any lines of business
substantially different from the business or activities which, in each case,
each Credit Party and its Subsidiaries are presently engaged.

Section 8.2
Acquisition of Subsidiaries. No Credit Party shall, nor shall it permit
any Subsidiary of such Credit Party to, create, capitalize or acquire any
Subsidiary or any partnership or joint venture after the Closing Date.

Section 8.3
Limitation on Fundamental Changes. Neither any Credit Party nor any of
its Subsidiaries shall at any time: (a) consolidate with or merge into or with
any Person or Persons or enter into or undertake any plan or agreement of
consolidation or merger with any Person except (i) ISA Indiana may merge into,
and be survived by, ISA pursuant to applicable State law so long as no Default
or Event of Default exists or results therefrom, and (ii) one Guarantor may
merge into, and be survived by, another Guarantor pursuant to a statutory
merger under applicable State law so long as no Default or Event of Default
then exists or results therefrom; (b) other than a Permitted Dissolution,
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); (c)
make or permit any material amendment or modification to its Organizational
Documents in a manner that would reasonably be expected to have a Material
Adverse Effect or would create or result in a Default or an Event of Default;
or (d) make any change in (i) any Credit Partys capital structure or (ii) the
Credit Parties Fiscal Year. No Credit Party will allow the Inactive Companies
to transact business other than that necessary to merge with another Credit
Party or wind-up or dissolve.

Section 8.4
Restricted Payments. No Credit Party will, and will not permit any of
its Subsidiaries to, directly or indirectly declare, order, pay, make or set
apart any sum for any Restricted Payments, except that:

(a)
Borrowers may pay reasonable fees or expenses of their respective outside
members of its Board of Directors per Fiscal Year;

(b)
ISA may repurchase Equity Interests issued to employees, officers and
independent directors, in each case issued pursuant to employee stock option or
employee stock incentive arrangements previously approved by Agent (Share
Repurchases), if, and to the extent, that each of the following conditions
has been met: (i) such Share Repurchase is permitted under the terms of such
arrangements; (ii) such Share Repurchase is in connection with the cessation of
the applicable recipients employment (or board representation) by a Borrower;
(iii) the aggregate Share Repurchases made in any Fiscal Year do not exceed
$500,000; (iv) if, after giving effect to such Share Repurchase, Revolving Loan
Availability is equal to or greater than an aggregate amount equal to
$1,000,000; (v) after giving effect to the proposed Share Repurchases, no
Default or Event of Default has occurred and is continuing as of the date such
Share Repurchase occurs, and (vi) Borrowers are in compliance with the
Financial Covenants, on a pro forma basis, after giving effect to
such Share Repurchase. To determine whether there is pro forma compliance with
the Financial Covenants, Borrowers will, on a pro forma basis, provide a
worksheet to Agent at least 10 days before making such Share Repurchase, which:
(A) restates the financial statements received by Agent for the Fiscal Quarter
or the Fiscal Year, as applicable, ended most closely before the date such
Share Repurchase is proposed to be made as if the proposed Share Repurchase had
been made at the beginning of the applicable Test Period and (B) calculates the
Senior Leverage Ratio under Section 7.1 and the Fixed Charge Coverage
Ratio under Section 7.2 taking into account such proposed Share
Repurchase as if the proposed Share Repurchase had been made at the beginning
of the applicable Test Period; and

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(c)
Subsidiaries of a Borrower may make Restricted Payments, to the extent
permitted by applicable law, to such Borrower: (i) with respect to their
Capital Securities to the extent necessary to permit such Borrower to: (A) pay
the Obligations, (B) make any Restricted Payments permitted under clauses (a)
and (b) above, and (C) permit such Borrower to pay expenses incurred in the
ordinary course of business so long as, in each instance, (1) no Default or
Event of Default has occurred and is continuing and (2) such Restricted
Payments are not made in violation of Section 8.6(c), and (ii) which
constitute repayment of an Investment by such Borrower in its Subsidiary in the
form of Indebtedness permitted by Section 8.6(c).

(d)
Subsidiaries of ISA may make cash distributions to ISA solely in order, and in
such amounts sufficient, for ISA to pay: (1) the federal, state and local
income, franchise, commercial activity Tax or equivalent income-type Tax
liabilities of ISA and its Subsidiaries which are then due (to the extent that
ISA and their Subsidiaries are consolidated with ISA for income Tax purposes),
(2) any state franchise Taxes of ISA which are then due, and (3) the fees
charged by the Accountants to perform the audit of ISAs and its Subsidiaries
financial statements in accordance with Section 6.1(b).

(e)
ISA may make Restricted Payments constituting dividends on the Capital
Securities of ISA if, and to the extent, that each of the following conditions
has been met (i) the Board of Directors of ISA has approved such dividends, (b)
such Restricted Payments made in any Fiscal Year do not exceed $750,000 in the
aggregate; (iii) if, after giving effect to such Restricted Payments, Revolving
Loan Availability is equal to or greater than an aggregate amount equal to
$1,000,000; (iv) after giving effect to the proposed Restricted Payments, no
Default or Event of Default has occurred and is continuing as of the date such
Restricted Payment occurs, and (v) Borrowers are in compliance with the
Financial Covenants, on a pro forma basis, after giving effect to
such Restricted Payment. To determine whether there is pro forma compliance with
the Financial Covenants, Borrowers will, on a pro forma basis, provide a
worksheet to Agent at least 10 days before making such Restricted Payment,
which: (A) restates the financial statements received by Agent for the Fiscal
Quarter or the Fiscal Year, as applicable, ended most closely before the date
such Restricted Payment is proposed to be made as if the proposed Restricted
Payment had been made at the beginning of the applicable Test Period and (B)
calculates the Senior Leverage Ratio under Section 7.1 and the Fixed
Charge Coverage Ratio under Section 7.2 taking into account such
proposed Restricted Payment as if the proposed Restricted Payment had been made
at the beginning of the applicable Test Period.

Section 8.5
Limitation on Disposition of Assets. Neither any Credit
Party, nor any of its Subsidiaries, will sell, lease, sell and leaseback,
transfer or otherwise dispose of any of its Property (Asset Dispositions)
or grant any Person an option to acquire any such Property or business or any
line of business, except for:

(a)
bona fide, arms-length sales of Inventory to customers in the ordinary course
of business; provided, however, a sale in the ordinary course of business
will not include a transfer in total or partial satisfaction of Indebtedness;

(b)
sales or lawful transfers of Property by one Borrower in the ordinary course of
business to any other Borrower so long as no Default or Event of Default then
exists or would occur as a result therefrom after giving effect to such Asset
Disposition;

(c)
the purchase, termination and re-investment of Investments that are permitted
to be owned or made as described in subsections (a), (i), (j), (k) and (l) of Section 8.6
(it being understood that repayments of loans or advances that constitute
Investments permitted by clauses (b), (c), (d) and (g) of Section 8.6
shall not constitute Asset Dispositions);

(d)
sales of delinquent Receivables (other than Eligible Receivables) in the
ordinary course of business for the purposes of collection only (and not for
the purpose of any bulk sale or securitization transaction);

(e)
(i) the surrender of contractual rights in the ordinary course of business or
(ii) the settlement, release or surrender of any contract, tort or other
litigation claims in the ordinary course of business other

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than the pledge by the Credit Parties of any commercial tort claim to
Agent under the Borrower Security Agreement or Guarantor Security Agreement, as
applicable;

(f)
dispositions of Equipment: (i) which has suffered a Casualty Loss or (ii) with
a net book value of less than $1,000,000 in the aggregate per Fiscal Year (for
all Credit Parties) for all such Equipment disposed of so long as, in each
instance (i.e., under clauses (i)
and (ii)), all proceeds thereof (Disposition Proceeds) are paid to
Agent (exclusive of any Equipment which is the subject of a Permitted Lien on
which Agent does not have a first priority security interest) to be applied (or
allowed for re-investment by Borrowers) in accordance with Section 2.7(e);

(g)
sales of Receivables constituting Permitted Factoring Receivables; and

(h)
exchange of shares of Capital Securities of ISA for the real Property commonly
known as 7100 Grade Lane in connection with the 7100 Grade Lane Real Property
Acquisition.

Section 8.6
Limitation on Investments. Neither any Credit Party nor any of its
Subsidiaries shall at any time make any Investments of any kind, other than:

(a)
Investments in Cash Equivalents so long as after making such investment in cash
equivalents no Revolving Loans are then outstanding;

(b)
The making of any Restricted Payments to the extent and in the manner permitted
by Section 8.4(d) which might be deemed to constitute an Investment;

(c)
(i) Investments by a Borrower in its Subsidiaries, which are also a Borrower,
in the form of contributions to the equity capital (e.g., paid-in capital) of
those Subsidiaries and (ii) loans by one Borrower to, and held by, another
Borrower that is unsecured and subordinated in right of payment to the
Obligations;

(d)
Advances to employees (i) with respect to expenses incurred by those employees,
which expenses (A) are ordinary and necessary business expenses, (B) are
reimbursable by a Borrower, and (C) do not exceed in the aggregate, $100,000,
outstanding at any one time with respect to all Borrowers and (ii) for small
loans to employees that are not owners of the Capital Stock of any Credit Party
so long as (A) those loans are in the ordinary course of business, (B) the
aggregate amount of such loans do not exceed in the aggregate, $100,000,
outstanding at any one time with respect to all Borrowers and (C) the loans are
evidenced by a promissory note or other written evidence of the loan;

(e)
Intercompany loans and advances (including of the sale of Inventory on terms in
the ordinary course of business) and equity contributions made by ISA to Credit
Parties that are not Borrowers in the aggregate amount, as to all Credit
Parties, not to exceed $25,000;

(f)
Prepaid expenses in the ordinary course of business, and lease, utility,
workers compensation, performance and other similar deposits in the ordinary
course of business;

(g)
Non-cash advances to a Borrowers customers made in connection with sales of
goods or services to those customers in the ordinary course of business of a
Borrower;

(h)
Investments received in satisfaction of judgments, settlements of debts or
compromises of obligations or as consideration for the settlement, release or
surrender of a contract, tort or other litigation claim, including pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of an account debtor;

(i)
Investments in Rate Management Agreements permitted by Section 8.11(a)(iii);

(j)
Deposits of cash with banks or other financial institutions, if any, permitted
by Section 6.14;

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(k)
Investments, expressly approved in writing by Agent and the Requisite Lenders,
made solely to fund any deferred compensation plans of a Borrower for its
employees which have been expressly approved in advance and in writing by Agent
and the Requisite Lenders;

(l)
Other Investments expressly approved in writing by Agent and the Requisite
Lenders; and

(m)
the 7100 Grade Lane Real Property Acquisition.

Section 8.7
Acquisition of Margin Securities. Neither any Credit Party nor any of
its Subsidiaries shall own, purchase or acquire (or enter into any contract to
purchase or acquire) any margin security as defined by any regulation of the
Federal Reserve Board as now or hereafter in effect.

Section 8.8
Limitation on Liens and Encumbrances. Neither any Credit Party nor any
of its Subsidiaries shall at any time create, assume, incur or permit to exist,
any Liens in respect of any of its Property, income or revenues of any
character, whether heretofore or hereafter acquired by it; excluding, however,
from the operation of the foregoing provisions of this Section (each a Permitted
Lien):

(a)
Any Liens for Taxes, assessments or governmental charges or claims, the payment
of which is not at the time delinquent;

(b)
Any statutory Liens of carriers, warehousemen, mechanics, materialmen and other
Liens imposed by law incurred in the ordinary course of business for sums not
yet delinquent;

(c)
Any Liens on cash pledges or deposits in the ordinary course of business in
connection with workers compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA and other cash
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements;

(d)
Any easements, rights-of-way, encroachments, real property leases, royalties,
restrictions and other similar title exceptions or encumbrances, provided
such do not, in the aggregate, materially interfere with the ordinary conduct of
the business of a Borrower or such Subsidiary;

(e)
All Liens granted to Agent for the benefit of Lenders and the additional
existing Liens of the Credit Parties and/or, as applicable, their Subsidiaries,
listed and described, but only to the extent indicated, in Schedule 8.8(e),
and the Lien to BB&T on the cash collateral described in the Payoff Letter;
provided
that such Liens shall secure only that Indebtedness which they secured as of
the date of this Agreement or any Refinancing Debt thereof;

(f)
Any purchase money security interests granted by, or Capitalized Lease
Obligations incurred by, a Borrower in connection with any Permitted Purchase
Money Indebtedness;

(g)
Any Liens resulting from any judgment that is not an Event of Default;

(h)
Any Lien arising from a Contested Claim so long as (i) such Contested Claim
does not, when added to all amounts secured by all other then Contested Claims,
secure amounts in excess of $100,000 (as to all Credit Parties) in the
aggregate as of any date and (ii) do not have priority over the Liens in favor
of Agent; and

(i)
Liens on cash deposits in an aggregate amount not exceeding $100,000 (as to all
Credit Parties) to secure the performance of bids, trade contracts, real
property leases, statutory obligations, appeal bonds, Surety Bonds, and other
obligations of like nature incurred in the ordinary course of business.

Section 8.9
No Additional Negative Pledges. Neither any Credit Party nor any of its
Subsidiaries will create or otherwise cause or suffer to exist or become
effective, directly or indirectly, (a) any prohibition or restriction
(including any agreement to provide equal or ratable security to any other
Person in the event a Lien is granted to or for the benefit of Agent or
Lenders) on the creation or existence of any Lien upon the Property of any

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Credit Party or such Subsidiary in favor of Agent or (b) any
contractual obligation which may restrict or inhibit Agents or any Lenders
rights or ability to sell or otherwise dispose of the Loan Collateral or any
part thereof after the occurrence of an Event of Default.

Section
8.10 No Restrictions on Subsidiary Distributions to any Borrower. Except
as may be provided under the Loan Documents, neither any Borrower nor any of
its Subsidiaries shall directly or indirectly create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction
of any kind on the ability of any such Subsidiary to: (a) pay dividends or make
any other distribution on any of such Subsidiarys Capital Securities owned by
a Borrower or any of its Subsidiaries; (b) pay any Indebtedness owed to a
Borrower or any of its Subsidiaries; (c) make loans or advances to a Borrower
or any of its Subsidiaries; or (d) transfer any of its Property to a Borrower
or any of its Subsidiaries.

Section
8.11 Limitation on Indebtedness. Neither any Credit Party nor any of its
Subsidiaries shall at any time create, incur or assume, or become or be liable
(directly or indirectly) in respect of:

(a)
Indebtedness for Borrowed Money other than: (i) the Obligations; (ii) any
Permitted Purchase Money Indebtedness; (iii) (A) such Rate Management
Obligations and Bank Product Obligations owing to a Lender or its Affiliates
pursuant to such terms and conditions as agreed to by such Lender and a
Borrower or (B) Indebtedness under Rate Management Agreements consented to by
Agent (including those under the BB&T Rate Management Agreement); (iv)
unsecured loans or advances from any stockholder of ISA to a Borrower (provided
that prior to any such loan or advance such stockholder shall enter into a
subordination agreement with Agent, such subordination agreement to be in form
and substance acceptable to Agent and the Requisite Lenders in their discretion
exercised in good faith); (v) Indebtedness for Borrowed Money resulting from
loans to one Borrower to another Borrower constituting Investments to the
extent permitted by Section 8.6(c); (vi) other unsecured Indebtedness
for Borrowed Money in an aggregate amount not to exceed, as of any date,
$500,000 (as to all Credit Parties); and (vii) other Indebtedness for Borrowed
Money and Contingent Obligations related thereto not otherwise expressly
authorized by this Section 8.11 that has been specifically approved in
writing by Agent;

(b)
Indebtedness under a Rate Management Agreement except as provided in Section
8.11(a)(iv);

(c)
Indebtedness representing reimbursement obligations and other liabilities of a
Borrower with respect to Surety Bonds, letters of credit, bankers acceptances,
drafts (other than checks in the ordinary course or to make payments permitted
by this Agreement) or similar documents or instruments issued for any
Borrowers account excluding: (i) Letters of Credit issued under this
Agreement, (ii) letters of credit (A) issued by a third-party financial
institution which are cash secured up to the stated amount thereof solely as a
result of Section 2.3(f) and (B) issued by BB&T prior to the Closing
Date and listed on Schedule 8.11, and (iii) cash deposits in connection
with bids, tenders or leases or as security for Surety Bonds or appeal bonds,
security deposits, earnest money and other cash deposits incurred in the
ordinary course of business to the extent provided in Section 8.8;

(d)
Indebtedness secured by a Lien (other than a Permitted Lien) on or payable out
of the proceeds or production from any Property of a Borrower regardless of
whether such Indebtedness has been assumed by a Borrower;

(e)
Indebtedness representing the balance deferred and unpaid of the purchase price
of any Property or services except (i) Permitted Purchase Money Indebtedness,
(ii) any such balance that constitutes an account payable to a trade creditor
created, incurred, assumed or guaranteed by a Borrower in the ordinary course
of business of a Borrower in connection with obtaining goods, materials or
services that is not more than ninety (90) days in arrears as measured from the
date of billing, unless the trade payable is being contested in good faith, and
(iii) any such balance for any services that constitutes a liability accrual,
created, incurred, assumed or guaranteed by a Borrower in the ordinary course
of business of a Borrower that is not more than ninety (90) days in arrears as
measured from the date due, unless such accrual is being contested in good
faith; or

(f)
Indebtedness evidenced by notes, bonds, debentures, installment contracts,
Capital Leases, synthetic leases, or similar obligations except to the extent
permitted under Sections 8.11(a) through 8.11(e);

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provided that, Refinancing Debt in respect of
any of the Indebtedness permitted under Sections 8.11(a) through 8.11(f)
shall be permitted.

Section
8.12 Contingent Obligations. Neither any Credit Party nor any of its
Subsidiaries shall at any time enter into any direct or indirect indemnities,
guarantees or other Contingent Obligations other than (a) customary
indemnification obligations and warranties under acquisition agreements and
under leases and other contracts in the ordinary course of business, (b)
indemnities arising under the Loan Documents, (c) any Rate Management
Agreements permitted by Section 8.11(a)(iv), and (d) by indorsement of
checks for deposit in the ordinary course of business.

Section
8.13 Transactions with Affiliates. Neither any Credit Party nor any of
its Subsidiaries shall at any time:

(a)
enter into or participate in any agreements or transactions of any kind with
any Affiliates of any Credit Party, except (a) transactions permitted pursuant
to Sections 8.3, 8.4, 8.5, 8.6 or 8.11, (b)
the Material Leases of Owned Real Property between any Borrower and the
Pledgors, (c) transactions (other than loans, advances and other Indebtedness)
entered into in the ordinary course of business upon fair terms determined by
Agent in good faith to be no less favorable to a Credit Party or such Affiliate
than could be obtained in a comparable arms-length transaction with an
unaffiliated Person and (d) the 7100 Grade Lane Real Property Acquisition;

(b)
own, directly or indirectly, any interest in (excepting passive holdings for
investment purposes), or will become an officer, director, employee, or
consultant of, any Person that is a competitor, lessor, lessee, customer,
client or supplier of a Borrower or any Affiliate of a Borrower; or

(c)
divert (or permit anyone to divert) any of its business opportunities to any
Affiliate (other than to another Credit Party) or any other Person in which ISA
or its stockholders hold a direct or indirect interest.

Section 8.14
Anti-Terrorism Laws. Neither any Credit Party nor any of its
Subsidiaries shall (a) conduct any business or engage in any transaction or
dealing with any Blocked Person, including the making or receiving any
contribution of funds, goods or services to or for the benefit of any Blocked
Person, (b) deal in, or otherwise engage in any transaction relating to, any
Property or interests in Property blocked pursuant to Executive Order No.
13224, or (c) engage in or conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any
of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act
or any other Anti-Terrorism Law. Credit Parties shall deliver to Agent, LC
Issuer and Lenders any certification or other evidence requested from time to
time by Agent, LC Issuer or Lenders in their sole discretion confirming
compliance with this Section 8.14.

ARTICLE 9
EVENTS OF DEFAULT AND REMEDIES

Section 9.1
Events of Default. The occurrence of any one or more of the following
events, whether or not caused by or within the control of a Borrower, shall
constitute an Event of Default:

(a)
Payments. (i) any Borrower fails to pay any of the Obligations when due
and payable, by acceleration or otherwise (except as provided in clause (ii)
below of this subsection (a)); or (ii) any Borrower fails to cure any
Deficiency in accordance with Section 2.7(b);

(b)
Representation and Warranties. Any representation or warranty at any
time made by or on behalf of any Credit Party or any of its Subsidiaries in
this Agreement, any Loan Document or in any certificate, written report or
statement furnished to Agent, LC Issuer or any Lender pursuant hereto or thereto
shall prove to have been untrue, incorrect or breached in any material respect
on or as of the date on which such representation or warranty was made or
deemed to have been made or repeated;

(c)
Certain Covenants. Any Credit Party or any of its Subsidiaries shall
fail to comply with (i) the covenants set forth in Sections 6.1 (other
than Section 6.1(c)), 6.2(b), 6.3, or 6.4), Article
7 or Article 8 or (ii)

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Section 6.1(c) which is not remedied within five (5) days after
the earlier of such breach or written notice from Agent;

(d)
Other Covenants. Any Credit Party or any of its Subsidiaries shall fail
to perform, comply with or observe or shall otherwise breach in any respect any
other covenant or agreement contained in this Agreement (other than a breach
which constitutes a Default under another subsection of this Section 9.1)
and, if curable, such failure or breach shall continue for more than thirty
(30) days after the earlier of the date on which any Credit Party shall have
first become aware of such failure or breach or Agent or any Lender shall have
first notified Borrowers in writing of such failure or breach;

(e)
Loan Documents. (i) Any Credit Party or any of its Subsidiaries shall
fail to perform, comply with or observe or shall otherwise breach in any
respect any provision of any Loan Document (other than a breach which
constitutes a Default under this Agreement) and, if curable, such failure or
breach shall continue for more than thirty (30) days after the earlier of the
date on which any Credit Party shall have first become aware of such failure or
breach or Agent or any Lender shall have first notified Borrowers in writing of
such failure or breach or (ii) any Loan Document shall cease to be legal,
valid, binding or enforceable in accordance with the terms thereof;

(f)
Validity. (i) The validity or effectiveness of any of the Loan Documents
or its transfer, grant, pledge, mortgage, or assignment by the party executing
such Loan Document is materially impaired (other than in accordance with its
express terms and conditions); (ii) any party (other than Agent, a Lender or
any Affiliate of a Lender) executing any of the Loan Documents asserts that any
of such Loan Documents is not a legal, valid and binding obligation of the
party thereto enforceable in accordance with its terms; (iii) the security
interest or other Lien purporting to be created by any of the Loan Documents
shall for any reason cease to be a valid, perfected Lien (other than in
accordance with its express terms and conditions); or (iv) any Person is
released from any of its covenants or obligations under any of the Loan
Documents except as permitted by Agent or the Requisite Lenders in writing or
in accordance with the express terms and conditions of such Loan Documents;

(g)
Default under other Agreements. Any Credit Party defaults under the
terms of any other Indebtedness for Borrowed Money or lease that, individually
or in the aggregate (as to all Credit Parties), involves Indebtedness for
Borrowed Money or lease payments in excess of $100,000 and such default gives
any creditor or lessor the right to accelerate the maturity of any such
Indebtedness for Borrowed Money or lease payments;

(h)
Insolvency. (i) Any action shall be taken by or on behalf of any Credit
Party or any of its Subsidiaries for the termination, winding up, liquidation
or dissolution (other than in respect of a Permitted Dissolution) of any Credit
Party or any of its Subsidiaries; (ii) any Credit Party or any of its
Subsidiaries shall make an general assignment for the benefit of creditors or
becomes insolvent or otherwise unable to pay its debts as they mature; (iii)
any Credit Party or any of its Subsidiaries shall call a meeting of creditors
for the composition of its debts; (iv) any Credit Party or any of its
Subsidiaries shall file a petition or answer or consent seeking the
readjustment of any of the Indebtedness of any Credit Party or any of its
Subsidiaries; (v) any Credit Party or any of its Subsidiaries shall commence
any voluntary case, file any petition, or proceeding as a debtor under any
applicable insolvency, reorganization or bankruptcy laws now or hereafter
existing, including The Bankruptcy Code of 1978, as amended, Title 11 U.S.C.
§101 et
seq. or any foreign equivalent thereof (collectively, Insolvency
Laws); (vi) any corporate, or as applicable, limited liability company
action shall be taken by any Credit Party or any of its Subsidiaries for the
purpose of effecting any of the foregoing; (vii) any case or proceeding is
commenced against a Credit Party to obtain any order or decree from any court
of competent jurisdiction to appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of any Credit
Party or any of its Subsidiaries for any substantial part of its Property and
such involuntary case or proceeding shall remain undismissed for a period not
to exceed sixty (60) days so long as (A) the Credit Parties timely controvert
such involuntary case or proceeding and (B) no order appointing such Person is
entered against any Credit Party or any of its Subsidiaries during such 60-day
period; or (viii) any petition for any proceedings in bankruptcy, receivership,
dissolution, or liquidation or for the reorganization or readjustment of
Indebtedness of any Credit Party or any of its Subsidiaries shall be commenced
involuntarily under any applicable Insolvency Laws against any Credit Party or
any of its Subsidiaries and such involuntary case or proceeding shall remain
undismissed for a period not to exceed sixty (60) days so long as (A) the
Credit Parties timely controvert such involuntary case or proceeding and (B) no
order for relief is entered against any Credit Party or any of its Subsidiaries
during such 60-day period;

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(i)
Judgment. Any one or more judgments, orders, awards, or decrees for the
payment of money in excess of $100,000 shall be rendered against any one or
more Credit Party or any of its Subsidiaries, and the Credit Parties shall not
discharge the same or provide for its discharge in accordance with its terms,
or procure a stay of execution thereof, within thirty (30) days after the date
of the entry thereof so long as during the time period such judgment, order,
award, or decree is not vacated, discharged, or satisfied, the holder of such
judgment, order, award, or decree does not become a lien creditor within the
meaning of the Uniform Commercial Code;

(j)
Levy; Execution. The commencement of any foreclosure proceedings,
proceedings in aid of execution, attachment actions, or levies by any Person
against, or the filing by any taxing authority of a Lien (except a Permitted
Lien) against, any of the Loan Collateral which has not been vacated,
discharged or stayed within 10 days after the commencement thereof;

(k)
ERISA. (i) Any Termination Event shall occur and, as of the date thereof
or any subsequent date, the sum of the various liabilities of the Credit
Parties and their ERISA Affiliates (such liabilities to include any liability
to the PBGC (or any successor thereto) or to any other Person under Sections
4062, 4063, or 4064 of ERISA or any other provision of law and to be calculated
after giving effect to the Tax consequences thereof) resulting from or
otherwise associated with such event exceeds $100,000 or (ii) any one or more
Credit Party or any of its ERISA Affiliates as an employer under any
Multiemployer Plan shall have made a complete or partial withdrawal from such
Multiemployer Plans and the plan sponsors of such Multiemployer Plans shall
have notified such withdrawing employer that such employer has incurred a
withdrawal liability requiring a payment in an amount exceeding $100,000;

(1)
Change of Control. Any Change of Control shall occur and be continuing
without the prior approval of the Requisite Lenders;

(m)
Material Adverse Change. The Requisite Lenders, in the exercise of their
judgment exercised in good faith, determine that there has occurred an event or
circumstance which has a Material Adverse Effect; provided that an event or
condition of the type described in this Section 9.1(m) will be
considered an Event of Default for purposes of Section 9.2 of this
Agreement only if (i) Agent shall have first given written notice thereof to
Borrowers, and (ii) either (A) Borrowers shall fail, within 15 days after the
delivery of such notice from Agent, to deliver a business plan to Agent which,
to the Requisite Lenders sole satisfaction, shall provide an acceptable means
to cure such default or (B) Borrowers fail to cure such default to the
Requisite Lenders sole satisfaction within the time frame outlined in such
business plan if Agent gives Borrowers written approval of such business plan
by the Requisite Lenders. Nothing in this Section 9.1(m), however,
obligates the Requisite Lenders under any circumstances to (1) support any
business plan proposed by Borrowers, (2) consider any more than the original
business plan proposed by Borrowers, or (3) consider any business plan proposed
by Borrowers if any other Event of Default has occurred or then exists;

(n)
Uninsured Loss. There occurs an uninsured Casualty Loss with respect to
any of the Loan Collateral having an aggregate fair market value of greater
than $100,000;

(o)
Forfeiture. (i) There is instituted against any Credit Party or any of
its Subsidiaries any criminal proceeding for which forfeiture of any of the
Loan Collateral, having an aggregate fair market value of greater than
$100,000, is sought, or (ii) any Credit Party or any of its Subsidiaries is
enjoined, restrained or in any way prevented by order of any Governmental
Authority from conducting any material part of its business affairs and such
order is not completely stayed, to the satisfaction of Agent and Lenders, or
dissolved within one Business Day from the effective date of such order;

(p)
Guarantors/Pledgors Loan Documents. (i) A Guarantor or a Pledgor
defaults under the Guarantor Security Agreement, the Guaranty, the applicable
Mortgage or any other Security Document to which it is a party and such default
continues beyond any applicable cure period, or (ii) a Guarantor or a Pledgor
denies its obligations under the Guarantor Security Agreement, the Guaranty,
the applicable Mortgage or any other Security Document to which it is a party
or (iii) a Guarantor attempts to limit or terminate such Guarantors obligation
to guarantee the Obligations pursuant to the Guaranty; or

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(q)
Any of the Post-Closing Agreements are not satisfied on or before the
expiration of the applicable time period set forth in the definition of such
term.

Section 9.2
Termination of Commitments and Acceleration of Obligations. If any one
or more of the Events of Default shall at any time occur:

(a)
Agent may, and upon the request of Requisite Lenders shall, by giving notice to
Borrowers, (i) immediately terminate the Commitments of all Lenders in full and
each Lender shall thereupon be relieved of all of its obligations to make any
Loans and (ii) terminate the obligation and power of LC Issuer to issue Letters
of Credit and LC Issuer shall thereupon be relieved of all of its obligation
and power to issue Letters of Credit; except that if there shall be an Event of
Default under Section 9.1(h), (A) the Commitments of all Lenders shall
automatically terminate in full and each Lender shall thereupon be relieved of
all of its obligations to make any Loans and (B) the obligation and power of LC
Issuer to issue Letters of Credit shall automatically terminate and LC Issuer
shall thereupon be relieved of all of its obligation and power to issue Letters
of Credit.

(b)
Agent may, and upon the request of Requisite Lenders shall, by giving notice to
Borrowers, declare all of the Obligations, including the entire unpaid
principal of the Notes, all of the unpaid interest accrued thereon, and all
other sums (if any) payable by Borrowers under this Agreement, the Notes, or
any of the other Loan Documents, to be immediately due and payable; except that
if there shall be an Event of Default under Section 9.1(h), all of the
Obligations, including the entire unpaid balance of all of the Notes, all of
the unpaid interest accrued thereon and all other sums (if any) payable by
Borrowers under this Agreement, the Notes or any of the other Loan Documents
shall automatically and immediately be due and payable without notice to
Borrowers. Thereupon, all of such Obligations which are not already due and
payable shall forthwith become and be absolutely and unconditionally due and
payable, without any further notice or any other formalities of any kind, all of
which are hereby expressly and irrevocably waived.

Section 9.3
Remedies. From and after the occurrence of an Event of Default which is
continuing and which has not been waived by Agent at the direction of Requisite
Lenders, Agent may, and upon the request of Requisite Lenders shall, proceed to
exercise and enforce all or any of its, LC Issuers or Lenders rights,
remedies, powers and privileges under this Agreement, the Notes or any of the
other Loan Documents by action at law, suit in equity or other appropriate
proceedings, whether for specific performance of any covenant contained in this
Agreement, any Note or any of the other Loan Documents, or in aid of the
exercise of any power granted to Agent herein or therein.

Section 9.4
Continuing Default; No Implied Waiver; Rights Cumulative. Each Event of
Default will be deemed continuing until it is waived in writing by, or cured to
the written satisfaction of, the Lenders in accordance with Section 12.4.
No delay on the part of Agent, LC Issuer or any Lender in exercising any right,
remedy, power or privilege under any of the Loan Documents or provided by
statute or at law or in equity or otherwise shall impair, prejudice or
constitute a waiver of any such right, remedy, power or privilege or be
construed as a waiver of any Default or Event of Default or as an acquiescence
therein. No right, remedy, power or privilege conferred on or reserved to
Agent, LC Issuer or any Lender under any of the Loan Documents or otherwise is
intended to be exclusive of any other right, remedy, power or privilege. Each
and every right, remedy, power and privilege conferred on or reserved to Agent,
LC Issuer or any Lender under any of the Loan Documents or otherwise shall be
cumulative and in addition to each and every other right, remedy, power or
privilege so conferred on or reserved to Agent, LC Issuer or any such Lender
and may be exercised at such time or times and in such order and manner as
Agent, LC Issuer or any such Lender shall (in its sole and complete discretion)
deem expedient.

Section 9.5
Set-Off; Pro Rata Sharing. If any Event of Default shall at any time
occur, and for so long as it shall be continuing, any deposits, balances or
other sums credited by or due from Agent or any Lender or any of the offices,
branches or Affiliates of Agent or any Lender to any Borrower or any of its
Subsidiaries, may, without any prior notice of any kind to Borrowers, or
compliance with any other conditions precedent now or hereafter imposed by
statute, rule or law or otherwise (all of which are hereby expressly and
irrevocably waived by Borrowers), be immediately set off, appropriated and
applied by Agent or such Lender toward the payment and satisfaction of the
Obligations, whether or not then due or matured (until all of the Obligations
have been paid in full) in such order and manner as Agent or such Lender (in
its sole and complete discretion) may determine. Agent

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will promptly notify Borrowers of Agents receipt of such funds for
application against the Obligations, but Agents failure to do so will not
affect the validity or enforceability thereof.

ARTICLE 10
CONCERNING AGENT AND LENDERS

Section
10.1 Appointment of Agent. Each Lender and LC Issuer hereby irrevocably
designates Fifth Third as its contractual representative to act as Agent as
herein specified under this Agreement and the other Loan Documents and in such
capacity to administer this Agreement and the other Loan Documents. Agent shall
hold the Loan Collateral under the Security Documents as agent for the benefit
of Agent, LC Issuer and Lenders, subject to the terms of this Agreement and the
Security Documents.

Section
10.2 Authority.
(a) Each Lender and LC Issuer hereby irrevocably authorizes Agent (i) to take
such action on such Lenders and LC Issuers behalf under this Agreement and the
other Loan Documents and to exercise such powers and to perform such duties
hereunder and thereunder as are delegated to or required of Agent by the terms
hereof or thereof, together with such powers as are reasonably incidental
thereto, including the execution and delivery of the Loan Documents and all
related agreements, certificates, documents, or instruments as shall be
necessary or appropriate to effect the purposes of the Loan Documents and (ii)
to take such action on such Lenders or LC Issuers behalf as Agent shall
consider necessary or advisable for the protection, collection or enforcement
of any of the Obligations.

(b)
Agent may exercise any or all of its powers and perform any or all of its
duties under this Agreement and the other Loan Documents either directly or
through its agents, attorneys or contractors.

(c)
Agent may, but shall not be required to, exercise any discretion or take any
action but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions
of the Requisite Lenders, whenever such instructions shall be requested by
Agent or required hereunder, or a greater or lesser number of Lenders if so
required hereunder, and such instructions shall be binding upon all Lenders; provided,
however, that Agent shall be fully justified in failing or refusing
to take any action (i) which exposes Agent to any liability, (ii) unless Agent
has first received such advice or concurrence of the Requisite Lenders as Agent
deems appropriate, (iii) unless Agent has been first indemnified to its
satisfaction by Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action, (iv)
which would be inconsistent with Agents practice in similar situations when
acting solely for its own account, or (v) which is contrary to this Agreement,
the other Loan Documents or applicable law.

(d)
In addition to Agents right to take actions on its own accord as permitted
under this Agreement, Agent shall, subject to Section 10.2(c), take such
action with respect to an Event of Default as shall be directed by the
Requisite Lenders or all Lenders; provided, that until Agent shall have
received such directions, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable and in the best interest of Lenders. Payment
and performance of the Obligations may be enforced only by the action of Agent,
and, except as provided in Section 9.5, no Lender will have any right
individually to seek to enforce or to enforce payment or performance of the
Obligations or any of the Loan Documents or to realize upon any Loan
Collateral, it being understood and agreed that such rights and remedies may be
exercised only by Agent.

(e)
Agent shall not be required to deliver to any Lender originals or copies of any
documents, instruments, notices, communications or other information received
by Agent or by any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates from any Borrower or any of its Subsidiaries,
the Requisite Lenders, any Lender or any other Person under or in connection
with this Agreement or any Loan Agreement or any other matter except (i) as
specifically provided in this Agreement or any Loan Agreement and (ii) as
specifically requested from time to time in writing by any Lender with respect
to a specific document, instruments, notice or other written communication
received by and in the possession of Fifth Third, in its capacity as Agent, at
the time of receipt of such request and then only in accordance with such
specific request. Notwithstanding the foregoing in this Section 10.2(e),
Agent will (A) promptly provide each Lender with copies (Agent Materials)
of (1) each audit report of an auditor of Agent and (2) any reconciliations of
each Borrowers Receivables and Inventory requested by a Lender that are in
Agents possession and (B) make available, on a Lenders request, the
applicable working

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papers of Agents auditors (to the extent available) for inspection at
Agents Head Office;provided that each Lender acknowledges
and agrees that Agent does not make any representation or warranty as to any of
the Agent Materials nor shall Agent be liable for, and is hereby released by
each Lender of any claims or damages arising out of, any of the information in
any of the Agent Materials.

Section
10.3 Nature of Duties of Agent. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the other Loan
Documents. Neither Agent nor any of its officers, directors, employees or
agents shall be liable for any action taken or omitted by it as such hereunder
or in connection herewith except to the extent caused by its or their gross
negligence or willful misconduct. The duties of Agent shall be mechanical and
administrative in nature. Agent shall not have by reason of this Agreement or
the other Loan Documents a fiduciary relationship or duty in respect of any
Lender. Without limitation of the generality of the foregoing, Agent: (a) may
treat each Lender party hereto as the holder of Obligations until Agent
receives written notice of the assignment or transfer of such Lenders portion
of the Obligations signed by such Lender and in form satisfactory to Agent in
the exercise of its discretion in good faith; (b) may consult with legal
counsel, independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it or them in accordance with the advice of such counsel, accountants or
experts; (c) makes no warranties or representations to any Lender and shall not
be responsible to any Lender for any recitals, statements, warranties or
representations made in or in connection with this Agreement or any other Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement or the other Loan Documents on the part of any Borrower or any of its
Subsidiaries, to inspect any of the Property (including the books and records)
of any Borrower or any of its Subsidiaries, to monitor the financial condition
of any Borrower or any of its Subsidiaries or to ascertain the existence or
possible existence or continuation of any Default or Event of Default; (e)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (f) shall not be liable to any Lender for any action taken,
or inaction, by Agent upon the instructions of Requisite Lenders pursuant to Section
10.2 or refraining to take any action pending such instructions; (g) shall
not be liable for any apportionment or distributions of payments made by it
pursuant to Section 2.8 absent gross negligence or willful misconduct;
(h) shall incur no liability under or in respect of this Agreement or the other
Loan Documents by acting upon any notice, consent, certificate, message,
instrument, writing or other communication (which may be by telephone,
facsimile, telegram, cable, telex, or electronic mail) believed in good faith
by it to be genuine and signed or sent by the proper party or parties; (i) shall
not be liable to confirm the satisfaction of any condition set forth herein or
in any of the other Loan Documents other than to confirm receipt of items
expressly required to be delivered solely to Agent; (j) shall not be liable for
the value of the Loan Collateral; (k) shall not be liable for any loss or
depreciation of, lack of insurance on, or failure to realize on, any Loan
Collateral or for the failure or delay in collecting or receiving payment of
any sums from a Borrower or any of its Subsidiaries, or for any mistake,
omission, or error of judgment in passing upon or accepting any Loan
Collateral, or in the making of any examination, or for granting extensions or
indulgences to a Borrower or any of its Subsidiaries permitted to be made
hereunder or any of the other Loan Documents; (l) shall not be liable with
respect to the income or withholding Tax status with respect to any interest
on, or fees in respect of, the Loans; and (m) may assume that no Default or
Event of Default has occurred and is continuing, unless Agent has actual
knowledge thereof, has received notice from a Borrower or the Accountants
stating the nature of the Default or Event of Default, or has received notice
from a Lender stating the nature of the Default or Event of Default and that
such Lender considers the Default or Event of Default to have occurred and to
be continuing.

Section
10.4 Collateral Matters.

(a)
Release of Collateral. Lenders and LC Issuer hereby irrevocably
authorize Agent, at its option and in its discretion, to release any Lien
granted to or held by Agent upon any Property covered by the Security
Documents: (i) upon termination of the Commitments and payment and satisfaction
of all Obligations (exclusive of any contingent obligations for indemnification
for which Agent has not then given notice of a claim thereof against
Borrowers); (ii) constituting Property being sold or disposed of as permitted
under this Agreement if Borrowers certify to Agent that the sale or disposition
is made in compliance with the provisions of this Agreement (and Agent may rely
in good faith conclusively on any such certificate, without further inquiry);
(iii) constituting Property leased to a Borrower under a lease which has
expired or been terminated in a transaction permitted under this Agreement or
is about to expire and which has not been, and is not intended by such Borrower
to be, renewed or extended; (iv) as required to effect any sale or other disposition
of any Loan Collateral in connection with any

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exercise of remedies of Agent and Lenders pursuant to the Loan
Documents; (v) constituting Property in which neither any Borrower nor any of
its Subsidiaries or Affiliates thereof has, at any time, during the term of
this Agreement owned any interest; (vi) owned by or leased to any Borrower or
any of its Subsidiary which is subject to a purchase money security interest or
which is the subject of a Capital Lease, in either case, entered into pursuant to
Section 8.11; or (vii) as otherwise authorized by the Requisite Lenders
subject to Section 12.4(a). Upon request by Agent at any time, each
Lender will confirm in writing Agents authority to release particular types or
items of Property covered by the Security Documents pursuant to this Section
10.4(a).

(b)
Confirmation of Authority: Execution of Releases. Upon receipt by Agent
of any authorization required by Section 10.4(a)(vii) from the Requisite
Lenders of Agents authority to release any Liens upon any particular item or
types of Loan Collateral and upon at least five (5) Business Days prior written
request by a Borrower, Agent shall (and is hereby irrevocably authorized by
Lenders to) execute such documents as may be necessary to evidence the release
of the Liens granted to Agent for the benefit of Agent, LC Issuers and Lenders
upon such Loan Collateral; provided, however, that (i) Agent shall
not be required to execute any such document on terms which, in Agents
opinion, would expose Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of any Borrower in respect of)
all interests retained by each Borrower, including the proceeds of any sale,
all of which shall continue to constitute part of the Loan Collateral.

(c)
Absence of Duty. Agent shall have no obligation whatsoever to any
Lender, LC Issuer or any other Person to assure that any Loan Collateral exists
or is owned by any Borrower, a Subsidiary of any Borrower or any other Person
or is cared for, protected or insured or has been encumbered or that the Liens
granted to Agent therein have been properly or sufficiently or lawfully
created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise at all or in any particular manner or under any duty
of care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this Section 10.4
or in any of the Loan Documents, it being understood and agreed that in respect
of the Loan Collateral, or any act, omission or event related thereto, Agent
may act in any manner it may deem appropriate, in its discretion, given Agents
own interest in Loan Collateral as one of Lenders and that Agent shall have no
duty or liability whatsoever to any of the other Lenders.

(d)
Agency for Perfection. Each Lender hereby appoints each other Lender as
agent, for the benefit of Agent, Lenders and LC Issuer, for the purpose of
perfecting Liens in Loan Collateral which, in accordance with Article 9 of the
UCC in any applicable jurisdiction, can be perfected only by possession. Should
any Lender (other than Agent) obtain possession of any such Loan Collateral,
such Lender shall notify Agent thereof, and, promptly upon Agents request
therefor, shall deliver such Loan Collateral to Agent or in accordance with
Agents instructions.

(e)
Return of Proceeds. If after payment and distribution of any amount by
Agent to Lenders, any Lender or any other Person, including a Borrower, any
creditor of any Borrower, a liquidator, administrator or trustee in bankruptcy,
recovers from Agent any amount found to have been wrongfully paid to Agent or
disbursed by Agent to Lenders, then Lenders, in accordance with their
respective Pro Rata Shares, shall reimburse Agent for all such amounts.

(f)
Agent Advances.

(i)
Subject to the limitations set forth in this Section 10.4(f) but
notwithstanding anything to the contrary contained in this Agreement (including
under Section 12.4), Agent is hereby authorized by Borrowers and
Lenders, from time to time in Agents discretion, (A) during the existence of
an Event of Default, or (B) at any time that any of the other applicable
conditions precedent set forth in Sections 4.1 or 4.2 have not
been satisfied, to make Loans to Borrowers on behalf of Lenders which Agent, in
its judgment, deems necessary or desirable (1) to preserve or protect the Loan
Collateral, or any portion thereof, (2) to collect any of the Obligations, (3)
to sell, liquidate, dispose of, or otherwise realize on, any of the Loan
Collateral, (4) to preserve, interpret, enforce, or defend any rights or
remedies of Agent, Lenders, or any of them, conferred by the Loan Documents,
(5) to enhance the likelihood of, or maximize the amount of, repayment of the
Loans and other Obligations, or (6) to pay any other amount chargeable to
Borrowers pursuant to the terms of this Agreement, including costs, fees and

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expenses as described in Section 12.5 (any of the advances
described in this Section 10.4(f) being hereinafter referred to as Agent
Advances); provided that the Requisite Lenders may at any time revoke
Agents authorization contained in this Section 10.4(f) to make the
Agent Advances, any such revocation to be in writing and to become effective
prospectively upon Agents receipt thereof; and, provided, further, that
Agent shall not make Agent Advances for purposes described in clauses (1)
through (5) above which would cause the Revolving Loan Availability to be a
negative number greater than ($3,000,000). Agent shall promptly notify each
Lender in writing of each such Agent Advance. Each Agent Advance will be
evidenced solely by entries upon Agents books and records;

(ii)
Each Agent Advance shall be secured by the Loan Collateral, shall constitute
Loans and Obligations, and shall bear interest at the rate applicable from time
to time to Daily LIBOR Rate Revolving Loans; and

(iii)
Agent may, by written notice given to Lenders not later than 10:00 a.m.
(Cincinnati, Ohio time), on any Business Day, require Lenders to acquire
participations on such Business Day in all or a portion of the Agent Advances
outstanding. Such notice shall specify the aggregate amount of Agent Advances
in which Lenders will participate and specify in such notice such Lenders Pro
Rata Share of such Agent Advances. Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to
Agent, for its account, such Lenders Pro Rata Share of such Agent Advances.
Each Lender acknowledges and agrees that its obligation to acquire
participations in Agent Advances pursuant to this Section 10.4(f) is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including the occurrence and continuance of an Event of Default or
reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.
Each Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in Section
2.4 with respect to Revolving Loans made by such Lender. Agent shall notify
Borrowers of any participations in any Agent Advances acquired pursuant to this
Section 10.4(f), and thereafter each such Agent Advance shall be due and
payable by Borrowers. Thereafter, all payments in respect of each such Agent
Advance received by Agent from Borrowers shall be promptly remitted by Agent to
Lenders that shall have made their payments pursuant to this Section 10.4(f)
and to Agent, as their interests may appear; provided that any such
payment so remitted shall be repaid to Agent if and to the extent such payment
is required to be refunded to Borrowers for any reason. The purchase of
participations in any Agent Advance pursuant to this paragraph shall not
relieve any Borrower of any default in the payment thereof.

Section
10.5 Indemnification. Each Lender hereby agrees to indemnify
Agent (to the extent Agent is not promptly reimbursed by Borrower), in
accordance with such Lenders Pro Rata Share, from and against any and all
liabilities, losses, damages, penalties, interests, actions, judgments and
suits of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against Agent relating to or arising out of this Agreement or any of
the other Loan Documents or relating to any action taken or omitted by Agent under
this Agreement or any of the other Loan Documents,providedthat no Lender
shall be liable for any portion of such liabilities, losses, damages,
penalties, interest, actions, judgments or suits to the extent resulting from
Agents gross negligence or willful misconduct and such Lender had no part in
such action or omission by Agent and did not receive any benefit from such
action or omission by Agent. Without limiting any of the foregoing, each Lender
agrees to reimburse Agent promptly upon demand for its ratable share, as set
forth above, of any out-of-pocket expenses (including legal fees) incurred by
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiation, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement and each other Loan Document, to the
extent that Agent is not reimbursed for such expenses by Borrowers. The
obligations of Lenders under this Section 10.5 shall survive the payment
in full of all Obligations and the termination of this Agreement. If any
indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be
insufficient or become impaired, Agent may call for additional indemnities and
cease to do, or not commence, the acts to be indemnified against, even if so
directed by Requisite Lenders or all Lenders, as applicable, until such
additional indemnification is provided.

Section
10.6 Sharing of Funds Received. If any Lender (a benefited
Lender) at any time receives any payment of all or part of its Loans or
other Obligations owing to it, any interest on those amounts, or any collateral
in respect of any or all of the foregoing (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9.1(h) or otherwise), in a greater proportion
than any payment to

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or collateral received by any other Lender, if any, in respect of the
other Lenders Loans or other Obligations owing to it, as the case may be, or
any interest on those amounts, the benefited Lender will (a) purchase for cash
from the other Lenders a participating interest in that portion of each other
Lenders Loans or other Obligations owing to each of them, as the case may be
or (b) provide the other Lenders with the benefits of any collateral, or the
proceeds of any collateral obtained by the benefited Lender, as is necessary to
cause the benefited Lender to share the excess payment or benefits of the
applicable collateral or proceeds ratably with each of Lenders; however,
if all or any portion of that excess payment or benefits is thereafter
recovered from the benefited Lender, the purchase by the benefited Lender from
the other Lenders will be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest unless the
benefited Lender is obligated to pay interest to the applicable Person in which
case the other Lenders will pay their pro ratashare of the interest payment.

Section
10.7 Agent as Lender; Other Relationships. Fifth Third shall have, in
its capacity as a Lender, the same obligations and the same rights, remedies,
powers and privileges under this Agreement and the other Loan Documents as it
would have were it not also an Agent. Fifth Third and its Affiliates may (a)
accept deposits from, lend money to, acquire, hold, and exercise all rights and
remedies with respect to any Equity Interests in, and generally engage in any
kind of banking, trust, financial advisory or other business with, each
Borrower or any of its Affiliates as if Fifth Third were not performing the
duties specified herein, all without any claim of or liability to any Lender
and (b) accept fees and other consideration from each Borrower for services in
connection with this Agreement and otherwise without having to account for the
same to Lenders.

Section
10.8 Independent Credit Decisions by Lenders. Each Lender acknowledges
that it has, independently of and without reliance upon Agent or any of the
other Lenders, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents to which it is a party. Each Lender also
acknowledges that it will, independently of and without reliance upon Agent or
any of the other Lenders, continue to make its own credit decisions in taking
or not taking action under this Agreement or any of the other Loan Documents
and in determining the compliance or lack thereof by any Borrower and any other
Person with any provision of any Loan Document or other document or agreement.

Section
10.9 Resignation of Agent. Agent may resign as the Agent on 30 days
advance notice to Lenders, LC Issuer and Borrowers and will resign as the Agent
if Fifth Third, in its capacity as a Lender, no longer has any Loans
outstanding. If Agent resigns as the Agent under this Agreement and the other
Loan Documents, then the Requisite Lenders will, within 30 days after notice of
Agents resignation, appoint from among Lenders a successor agent for Lenders,
which, unless a Default has occurred and is continuing, such successor agent
must be approved by Borrowers (which approval shall not be unreasonably
withheld, delayed or conditioned), whereupon (a) such successor agent will
succeed to the rights, powers and duties of Agent, (b) the term Agent will
mean such successor agent effective on such appointment and approval, and (c)
the former Agents rights, powers and duties as Agent will be terminated,
without any other or further act or deed on the part of such former Agent or
any of the parties to this Agreement or any holders of the Obligations; however,
if a successor agent has not so been appointed within that 30-day period, the
retiring Agent will have the right to appoint a successor agent, which shall be
a commercial bank organized under the laws of the United States or of any state
thereof and having a combined capital and surplus of at least $500,000,000 who
will serve as Agent. After any retiring Agents resignation as the Agent, (i)
the provisions of this Section 10 will inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Agent under this
Agreement and the other Loan Documents and (ii) the retiring Agent will be
relieved of all further duties and obligations as the Agent.

Section
10.10 No Third Party Beneficiary. The provisions of this Section
10 are solely for the benefit of Agent, LC Issuer and Lenders, and Borrowers
will not have any rights as a third party beneficiary of any of the provisions
of this Section 10 except to the extent of the rights granted to
Borrower in Section 10.9. In performing its functions and duties as
Agent under this Agreement and the other Loan Documents, Agent acts solely as
the representative of Lenders and does not assume and will not be deemed to
have assumed any agency obligation toward, or relationship of agency or trust
with or for, any Borrower or any Affiliate of a Borrower.

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Section
10.11 No Reliance on Agents Customer Identification Program. Each Lender acknowledges and
agrees that neither such Lender, nor any of its Affiliates, participants or
assignees, may rely on the Agent to carry out such Lenders, Affiliates,
participants or assignees customer identification program, or other
obligations required or imposed under or pursuant to the USA Patriot Act or the
regulations thereunder, including the regulations contained in 31 C.F.R.
Section 103.121 (as hereafter amended, the CIP Regulations), or any
other Anti-Terrorism Law, including any programs involving any of the following
items relating to or in connection with any Borrower, its Affiliates or their
agents, this Agreement or the Loan Documents or the transactions hereunder or
contemplated hereby: (1) any identity verification procedures, (2) any
recordkeeping, (3) comparisons with government lists, (4) customer notices or
(5) other procedures required under the CIP Regulations or such other laws.

Section
10.12 USA Patriot Act.
Each Lender or assignee or participant of a Lender that is not incorporated
under the Laws of the United States of America or a state thereof (and is not
excepted from the certification requirement contained in Section 313 of the USA
Patriot Act and the applicable regulations because it is both (i) an affiliate
of a depository institution or foreign Lender that maintains a physical
presence in the United States or foreign county, and (ii) subject to
supervision by a banking authority regulating such affiliated depository
institution or foreign Lender) shall deliver to the Agent the certification,
or, if applicable, recertification, certifying that such Lender is not a
shell and certifying to other matters as required by Section 313 of the USA
Patriot Act and the applicable regulations: (1) within 10 days after the
Closing Date, and (2) as such other times as are required under the USA Patriot
Act.

ARTICLE 11
CROSS-GUARANTY PROVISIONS OF BORROWERS

Section
11.1 Cross-Guaranty.

(a)
Notwithstanding anything to the contrary in the Loan Documents, each Borrower
(each to be referred to in this Section 11.1 as a Cross-Guarantor and
collectively as the Cross-Guarantors) hereby irrevocably, absolutely
and unconditionally guarantees to Agent and Lenders, the prompt payment and
performance when due, whether at stated maturity, upon the occurrence and
during the continuation of an Event of Default, upon acceleration or otherwise,
and at all times thereafter, of the Obligations of each other Borrower (such
Obligations, collectively the Cross-Guaranteed Obligations). Each
Cross-Guarantor further agrees that the Cross-Guaranteed Obligations may be
extended or renewed in whole or in part without notice to or further assent
from it, and that it remains bound upon its guarantee notwithstanding any such
extension or renewal.

(b)
The provisions of this Section 11.1 (this Cross-Guaranty)
constitute a guaranty of payment and not of collection. Each Cross-Guarantor
waives any right to require Agent or any Lender to sue any Borrower, any
Cross-Guarantor, any other guarantor, or any other Person obligated for all or
any part of the Cross-Guaranteed Obligations, or otherwise to enforce its payment
against any collateral securing all or any part of the Cross-Guaranteed
Obligations.

(c)
Except as otherwise provided for herein and to the extent provided for herein,
the obligations of each Cross-Guarantor hereunder are irrevocable,
unconditional and absolute and not subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment
in full in cash of the Cross-Guaranteed Obligations), including:

(i)
any claim of waiver, release, extension, renewal, settlement, surrender,
alteration, or compromise of any of the Cross-Guaranteed Obligations, by
operation of law or otherwise;

(ii)
any change in the corporate or, as applicable, limited liability existence,
structure or ownership of any Borrower, any other Cross-Guarantor of or other
Person liable for any of the Cross-Guaranteed Obligations;

(iii)
any insolvency, bankruptcy, reorganization or other similar proceeding
affecting any Borrower, any Cross-Guarantor, or any other guarantor of or other
Person liable for any of the Cross-Guaranteed Obligations, or their Property or
any resulting release or discharge of any obligation of any Borrower,

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any Cross-Guarantor, or any other guarantor of or other Person liable
for any of the Cross-Guaranteed Obligations; or

(iv)
the existence of any claim, setoff or other rights which any Cross-Guarantor
may have at any time against any Borrower, any Cross-Guarantor, any other
guarantor of the Cross-Guaranteed Obligations, Agent, any Lender, or any other
Person, whether in connection herewith or in any unrelated transactions.

(d)
The obligations of each Cross-Guarantor hereunder are not subject to any
defense or setoff, counterclaim, recoupment, or termination whatsoever by
reason of the invalidity, illegality, or unenforceability of any of the
Cross-Guaranteed Obligations or otherwise, or any provision of applicable law
or regulation purporting to prohibit payment by any Borrower, any
Cross-Guarantor or any other guarantor of or other Person liable for any of the
Cross-Guaranteed Obligations, of the Cross-Guaranteed Obligations or any part
thereof.

(e)
Further, none of the obligations of any Cross-Guarantor hereunder are or shall
be discharged or impaired or otherwise affected by:

(i)
the failure of Agent or any Lender to assert any claim or demand or to enforce
any remedy with respect to all or any part of the Cross-Guaranteed Obligations;

(ii)
any waiver or modification of or supplement to any provision of any agreement
relating to the Cross-Guaranteed Obligations;

(iii)
any release, non-perfection, or invalidity of any indirect or direct security
for the obligations of Borrowers (or any one or more of them) for all or any
part of the Cross-Guaranteed Obligations or any obligations of any other
guarantor of or other Person liable for any of the Cross-Guaranteed
Obligations;

(iv)
any action or failure to act by Agent or any Lender with respect to any
collateral securing any part of the Cross-Guaranteed Obligations; or

(v)
any default, failure or delay, willful or otherwise, in the payment or
performance of any of the Cross-Guaranteed Obligations, or any other
circumstance, act, omission or delay that might in any manner or to any extent
vary the risk of such Cross-Guarantor or that would otherwise operate as a
discharge of any Cross-Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of the Cross-Guaranteed Obligations).

(f)
To the fullest extent permitted by applicable law, each Cross-Guarantor hereby
waives any defense based on or arising out of any defense of any Borrower or
any Cross-Guarantor or the unenforceability of all or any part of the
Cross-Guaranteed Obligations from any cause, or the cessation from any cause of
the liability of any Borrower or any Cross-Guarantor, other than the
indefeasible payment in full in cash of the Cross-Guaranteed Obligations.
Without limiting the generality of the foregoing, each Cross-Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the
fullest extent permitted by law, any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against any
Borrower, any Cross-Guarantor, any other guarantor of any of the
Cross-Guaranteed Obligations, or any other Person. Agent may, at its election,
foreclose on any collateral held by it by one or more judicial or nonjudicial
sales, accept an assignment of any such collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a
part of the Cross-Guaranteed Obligations, compromise or adjust any part of the
Cross-Guaranteed Obligations, make any other accommodation with any Borrower,
any Cross-Guarantor, any other guarantor or any other Person liable on any part
of the Cross-Guaranteed Obligations or exercise any other right or remedy
available to it against any Borrower, any Cross-Guarantor, any other guarantor
or any other Person liable on any of the Cross-Guaranteed Obligations, without
affecting or impairing in any way the liability of any such Cross-Guarantor
under this Cross-Guaranty except to the extent the Cross-Guaranteed Obligations
have been fully and indefeasibly paid in cash. To the fullest extent permitted
by applicable law, each Cross-Guarantor waives any defense arising out of any
such election by Agent even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Cross-Guarantor against any Borrower,

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any other guarantor or any other Person liable on any of the
Cross-Guaranteed Obligations, as the case may be, or any security.

(g)
No Cross-Guarantor will assert any right, claim or cause of action, including a
claim of subrogation, contribution or indemnification that it has against any
Borrower, any Cross-Guarantor, any Person liable on the Cross-Guaranteed
Obligations, or any collateral, until Borrowers and the Cross-Guarantors have
fully performed all their Obligations to Agent and Lenders.

(h)
If at any time any payment of any portion of the Cross-Guaranteed Obligations
is rescinded or must otherwise be restored or returned upon the insolvency,
bankruptcy, or reorganization of any Borrower or otherwise, each
Cross-Guarantors obligations under this Cross-Guaranty with respect to that
payment shall be reinstated at such time as though the payment had not been
made and whether or not Agent or any Lender is in possession of this
Cross-Guaranty. If acceleration of the time for payment of any of the
Cross-Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of any Borrower, all such amounts otherwise subject to acceleration
under the terms of any agreement relating to the Cross-Guaranteed Obligations
shall nonetheless be payable by the Cross-Guarantors forthwith on demand by
Agent.

(i)
Each Cross-Guarantor assumes all responsibility for being and keeping itself
informed of each other Borrowers financial condition and Property, and of all
other circumstances bearing upon the risk of nonpayment of the Cross-Guaranteed
Obligations and the nature, scope and extent of the risks that each
Cross-Guarantor assumes and incurs under this Cross-Guaranty, and agrees that
Agent and Lenders shall not have any duty to advise any Cross-Guarantor of
information known to any of them regarding those circumstances or risks.

(j)
Agent and Lenders may continue to make loans or extend credit to Borrowers
based on this Cross-Guaranty.

(k)
All payments of the Cross-Guaranteed Obligations will be made by each
Cross-Guarantor free and clear of and without deduction for or on account of any
and all present or future Taxes, levies, imposts, duties, charges, deductions
or withholdings of whatever nature imposed by any Governmental Authority with
respect to such payments, and any and all liabilities with respect to the
foregoing, but excluding franchise Taxes and Taxes imposed on overall net
income of Agent and Lenders by the U.S. or the jurisdiction in which Agent or
any Lenders applicable lending installation is located (collectively, Guaranty
Payment Taxes). If any Cross-Guarantor is required by law to deduct any
Guaranty Payment Taxes from or in respect of any sum payable to Agent and/or
any Lender under this Cross-Guaranty, (i) the sum payable must be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this provision) Agent and Lenders
receive an amount equal to the sum they would have received had no such
deductions been made, (ii) the Cross-Guarantors must then make such deductions,
and must pay the full amount deducted to the relevant authority in accordance
with applicable law, and (iii) the Cross-Guarantors must furnish to Agent
within forty-five days after their due date certified copies of all official
receipts evidencing payment thereof.

(l)
The provisions of this Cross-Guaranty are severable, and in any action or
proceeding involving any state corporate or, as applicable, limited liability
law, any Insolvency Law or other law affecting the rights of creditors
generally, if the Obligations of any Cross-Guarantor under this Cross-Guaranty
would otherwise be held or determined to be avoidable, invalid or unenforceable
on account of the amount of such Cross-Guarantors liability under this
Cross-Guaranty, then, notwithstanding any other provision of this
Cross-Guaranty to the contrary, the amount of such liability shall, without any
further action by the Cross-Guarantors, Agent, or any Lender, be automatically
limited and reduced to the highest amount that is valid and enforceable as determined
in such action or proceeding (such highest amount determined hereunder being
the relevant Cross-Guarantors Maximum Liability). This Section with
respect to the Maximum Liability of each Cross-Guarantor is intended solely to
preserve the rights of Lenders and Agent to the maximum extent not subject to
avoidance under applicable law, and no Cross-Guarantor nor any other Person
shall have any right or claim under this Section with respect to such Maximum
Liability, except to the extent necessary so that the Obligations of any
Cross-Guarantor hereunder shall not be rendered voidable under applicable law.
Each Cross-Guarantor agrees that the Cross-Guaranteed Obligations may at any
time and from time to time exceed the Maximum Liability of each Cross-Guarantor
without impairing this Cross-Guaranty or affecting the rights and remedies of
Agent and each Lender hereunder; provided that nothing

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in this sentence shall be construed to increase any Cross-Guarantors
obligations hereunder beyond its Maximum Liability.

(m)
The maximum aggregate liability of the
Credit Parties under this Cross-Guaranty is $48,800,000. In addition to such
maximum aggregate liability, Credit Parties shall be liable under this
Cross-Guaranty for interest accruing on the Cross-Guaranteed Obligations and
fees, charges, and costs of collecting the Cross-Guaranteed Obligations,
including reasonable attorneys fees. This Guaranty shall terminate on the
Stated Termination Date; provided, however, that if this Cross-Guaranty
terminates at a time as of when the Cross-Guaranteed Obligations have not been
paid in full, such termination shall not affect each Credit Partys liability
with respect to (i) Cross-Guaranteed Obligations created or incurred prior to
such date, or (ii) extensions or renewals of, interest accruing on, or fees,
costs or expenses incurred with respect to, the Cross-Guaranteed Obligations on
or after said date. For purposes of this provision, the outstanding balance of
the Notes as of said date of termination shall be deemed to be the amount of
the Notes which is used to calculate the aggregate amount of Cross-Guaranteed
Obligations on such date and at all times thereafter. This Section 11.1(m)
is included as a precaution in the event that notwithstanding the intentions of
the parties as expressed in this Agreement and the other Loan Documents, this
Cross-Guaranty is determined to be governed by the laws of the Commonwealth of
Kentucky. If, in accordance, with this Agreement and the other Loan Documents, this
Cross-Guaranty is governed by the laws of the State of Ohio, this Section
11.1(m) shall be disregarded and of no force or effect.

(n)
In the event any Cross-Guarantor (a Paying Cross-Guarantor) shall make
any payment or payments under this Cross-Guaranty or shall suffer any loss as a
result of any realization upon any collateral granted by it to secure its
obligations under this Cross-Guaranty, each other Cross-Guarantor (each a Non-Paying
Cross-Guarantor) shall contribute to such Paying Cross-Guarantor an amount
equal to such Non-Paying Cross-Guarantors Pro Rata Share of such payment or
payments made, or losses suffered, by such Paying Cross-Guarantor. For purposes
of this Section 11.1, each Non-Paying Cross-Guarantors Pro Rata Share
with respect to any such payment or loss by a Paying Cross-Guarantor shall be
determined as of the date on which such payment or loss was made by reference
to the ratio of (i) such Non-Paying Cross-Guarantors Maximum Liability as of
such date (without giving effect to any right to receive, or obligation to
make, any contribution hereunder) or, if such Non-Paying Cross-Guarantors
Maximum Liability has not been determined, the aggregate amount of all monies
received by such Non-Paying Cross-Guarantor from a Borrower after the date
hereof (whether by loan, capital infusion or by other means) to (ii) the
aggregate Maximum Liability of all Cross-Guarantors hereunder (including such
Paying Cross-Guarantor) as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder), or to the extent
that a Maximum Liability has not been determined for any Cross-Guarantor, the
aggregate amount of all monies received by such Cross-Guarantors from a
Borrower after the date hereof (whether by loan, capital infusion or by other
means). Nothing in this Section 11(n) shall affect any Cross-Guarantors
several liability for the entire amount of the Cross-Guaranteed Obligations (up
to such Cross-Guarantors Maximum Liability). Each of the Cross-Guarantors
covenants and agrees that its right to receive any contribution under this
Cross-Guaranty from a Non-Paying Cross-Guarantor shall be subordinate and
junior in right of payment to the payment to Agent and Lenders in full in cash
of the Cross-Guaranteed Obligations. This Section 11(n) is for the
benefit of both Agent, Lenders and the Cross-Guarantors and may be enforced by
any one, or more, or all of them in accordance with the terms hereof.

(o)
The liability of each Borrower as a Cross-Guarantor under this Section 11.1
is in addition to and shall be cumulative with all Indebtedness of each
Borrower to Agent and Lenders under this Agreement and the other Loan Documents
to which such Borrower is a party or in respect of any liabilities of the other
Borrowers, without any limitation as to amount, unless the instrument or
agreement evidencing or creating such other liability specifically provides to
the contrary.

ARTICLE 12
PROVISIONS OF GENERAL APPLICATION

Section
12.1 Term of Agreement. This Agreement shall
continue in full force and effect and the duties, covenants and liabilities of
Borrowers hereunder and all the terms, conditions and provisions hereof
relating thereto shall continue to be fully operative until the later to occur
of (a) all Obligations to Agent and each Lender having been paid, performed and
satisfied in full (exclusive of any contingent obligations for indemnification
or

---



reimbursement for which Agent has not then given notice of a claim
thereof against Borrowers) and (b) the termination of the Commitments.

Section
12.2 Notices.

(a)
All notices and other communications pursuant to this Agreement shall be in
writing except as expressly provided otherwise in this Agreement and shall,
except as expressly provided otherwise in Section 12.2(c), be delivered
by certified mail, return receipt requested, regularly scheduled overnight
delivery service, telecopy or hand-delivery, addressed as follows:

| |                                                    |                                                            
| | -------------------------------------------------- | -----------------------------------------------------------
| | (i)                                                | If to
 Borrowers, at:                                      
| |                                                    |                                                            
| |                                                    | Industrial
 Services of America, Inc.                      
| |                                                    | 7100 Grade
 Lane                                           
| |                                                    | Louisville,
 Kentucky 40213                                
| |                                                    | Attn: Mr.
 Alan Schroering, Chief Financial Officer        
| |                                                    | Fax Number:
 (502) 515-1700                                
| |                                                    |                                                            
| | And to
 Borrowers counsel (Borrowers Counsel):
| |                                                    |                                                            
| |                                                    | Stites &
 Harbison PLLC                                    
| |                                                    | 400 W.
 Market Street, Suite 1800                          
| |                                                    | Louisville,
 Kentucky 40202-3352                           
| |                                                    | Attn: Davie
 E. Saffer, Esq.                               
| |                                                    | Fax Number:
 (502) 779-8234                                
| |                                                    |                                                            
| | (ii)                                               | If to Agent,
 at:                                          
| |                                                    |                                                            
| |                                                    | Fifth Third
 Bank, as Agent                                
| |                                                    | 38 Fountain
 Square Plaza                                  
| |                                                    | MD#10AT63                                                  
| |                                                    | Cincinnati,
 Ohio 45263                                    
| |                                                    | Attn: David
 G. Fuller and Anne B. Kelly, Vice President   
| |                                                    | Fax Number:
 (513) 534-8400                                
| |                                                    |                                                            
| | (iii)                                              | If to a
 Lender, at such address set forth on Schedule 1.1;

or to such other addresses or by way of such other fax numbers as any
party hereto shall have designated in a written notice to the other parties
hereto; provided, that (A) notice
given to Borrowers Counsel is not deemed notice to Borrowers and (B) Agents
or any Lenders failure to deliver any notice to Borrowers Counsel will not
affect the validity or effectiveness of any notice or notification given to
Borrowers.

(b)
Except as otherwise expressly provided herein, any notice or other
communication pursuant to this Agreement or any other Loan Document shall be
deemed to have been duly given or made and to have become effective (i) when
delivered in hand to the party to which it is directed, or (ii) if sent by
regularly scheduled overnight delivery service or by telecopy, when received by
the addressee; or (iii) if sent by certified mail, return receipt requested, on
the third (3rd) Business Day following the date of mailing,
whichever of (i), (ii) or (iii) shall be the earliest.

(c)
Agent may, in its discretion, elect, from time to time, to receive certain
routine information, including reports, otherwise required by the terms of this
Agreement or the other Loan Documents (Reports) from Borrowers via
electronic mail transmission (e-mail). Agent will designate from time
to time its e-mail address to Borrowers (the Agent email Address). All
e-mail transmissions of Reports from a Borrower shall contain the information
as specified in this Agreement, shall be formatted or displayed in a manner and
order substantially similar to that shown in this Agreement or otherwise
required by Agent and shall conform to the specifications described in this
Agreement. Borrowers will be solely responsible for the confidentiality of the

---



contents of e-mail transmissions during transmission to the Agent
E-mail Address, as Borrowers acknowledge that none of Agent or any Lender is
responsible for any compromise of data transmitted across public computer networks
or telecommunications facilities, including the Internet. Borrowers will be
responsible for the accuracy of all information provided to Agent via e-mail
transmission to the Agent E-mail Address, and any information so received by
Agent will be deemed to have been submitted by and received from Borrowers. In
the event of a failure of the transmission of the Reports, it is the
responsibility of Borrowers to transmit the contents of any pending
transmission to Agent using an alternative method which is timely and in
accordance with this Agreement. Borrowers agree that, by sending Agent the
Reports via e-mail transmission, Borrowers are certifying the truthfulness and
accuracy of the Reports submitted each and every time a Borrower sends Agent
the Reports. Borrowers further agree that, on each occasion when a Borrower
sends Agent e-mail transmissions containing Reports, Borrowers are warranting
and representing to Agent the truthfulness and accuracy of the representations
and warranties relevant to that Report set forth in the relevant Loan Document.
Borrowers consent to and represent that it is each Borrowers intent that, by a
Borrowers insertion of a Borrowers name in the subject line of the
transmitting e-mail, or on the Reports (including the header and/or the
certification line), Borrowers intend such to constitute a legally binding and
enforceable signature of a Borrower, and in all aspects the legal equivalent of
a Borrowers handwritten signature.

Section
12.3 Survival of Representations. All representations and
warranties made by or on behalf of a Borrower in this Agreement or any of the
other Loan Documents shall be deemed to have been relied upon by Agent, each
Lender and LC Issuer notwithstanding any investigation made by Agent, any
Lender and LC Issuer and shall survive the execution and delivery of the Loan
Documents and the making of each of the Loans.

Section
12.4 Amendment, Waivers and Consents.

(a)
Subject to the provisions of this Section 12.4, no amendment, waiver or
modification of any provision of this Agreement or any other Loan Document, and
no consent with respect to any departure by a Borrower therefrom, shall be
effective unless the same shall be in writing and signed by the Requisite
Lenders (or Agent with the consent in writing of the Requisite Lenders) and
Borrowers and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. Notwithstanding
the foregoing, no such amendment, waiver or other modification with respect to
this Agreement or any other Loan Document shall, without the consent of all Lenders
(other than a Defaulting Lender):

(i)
increase the Term Loan Commitment;

(ii)
reduce the rate (other than as expressly provided with respect to a change in
Applicable Daily LIBOR Rate Margin, Applicable LIBOR Tranche Rate Margin or
Applicable Prime Rate Margin or the imposition of the Default Rate) or extend
the time of payment of interest or fees payable to Lenders pursuant to any Loan
Document;

(iii)
(A) postpone any regularly scheduled payment of principal of any Loan or (B)
reduce or forgive all or any portion of the principal amount of any Loan or
other Obligation (other than a Rate Management Obligation or a Bank Product
Obligation);

(iv)
extend the final maturity of any Loan to a date after the Stated Termination
Date;

(v)
amend Sections 2.8(b)(ii) or 4.2;

(vi)
amend this Section 12.4(a), the definition of Requisite Lenders or any
provision of this Agreement which requires consent or action of all Lenders for
action thereunder;

(vii)
increase the Receivables Advance Rate, the Inventory Advance Rate, or the
Inventory sublimit stated, in each case, to be the maximum thereof in the
definition of Advance Rate or Borrowing Base on the Closing Date exclusive
of any increase which, in any instance, may result from a Permitted
Overadvance);

---



(viii)
permit the assignment or transfer by any Borrower of its rights and obligations
under this Agreement and the other Loan Documents; or

(ix)
except as provided in Section 10.4 or any Security Document, release all
or substantially all of the Collateral.

Notwithstanding anything to the contrary in this Section 12.4(a),
Agent will have the right, in its discretion and without the consent of any
Lender, to make Overadvances from time to time on behalf of all of Lenders so
long as each Overadvance is not for a period longer than 60 days and all
Overadvances outstanding as of any date do not exceed an amount equal to
$3,000,000 in the aggregate (Overadvances meeting those conditions being, Permitted
Overadvances); provided that the Requisite Lenders may at
any time revoke Agents authorization contained in this Section 12.4(a)
to make Overadvances, any such revocation to be in writing and to become
effective prospectively upon Agents receipt thereof. No amendment of any
provision of this Agreement relating to Agent shall be effective without the
written consent of Agent. No amendment of any provision of this Agreement
relating to LC Issuer shall be effective without the written consent of LC
Issuer. No amendment of the amount of any Lenders Commitment shall be
effective without the written consent of such Lender. In each case above, the
required consent of all or any of the Lenders shall be exclusive of a
Defaulting Lender. Notwithstanding anything to the contrary contained in this Section
12.4(a), for purposes of this Section 12.4, a waiver, amendment,
supplement, or modification of a Rate Management Agreement or an agreement or
instrument pertaining to any Bank Product Obligations, if between a Borrower
and any Lender, will only be done with the consent of such Borrower and the
Lender party thereto notwithstanding that such Rate Management Agreement or
agreement or instrument pertaining to any Bank Product Obligations is a Loan
Document. Notwithstanding the fact that the consent of all the Lenders is required
in certain circumstances as set forth above, (I) each Lender acknowledges that
the provisions of Section 1126(c) of The Bankruptcy Code of 1978, as amended,
11 U.S.C. § 101 et seq., as amended, supersedes the unanimous consent
provisions set forth herein and (II) the Requisite Lenders may consent to allow
Borrowers or any of their Subsidiaries to use cash collateral in the context of
a Bankruptcy Case.

(b)
If (i) Agent requests a Lenders written consent to any proposed waiver (including
any waiver of any Event of Default), amendment, supplement or modification of
this Agreement or any of the other Loan Documents pursuant to Section
12.4(a) or for any other matter relating to the Obligations or any of the
Loan Documents and (ii) such Lender does not notify Agent of such Lenders
refusal to grant the consent requested by Agent within 10 Business Days after
receipt of Agents request for such Lenders consent, then such Lenders
consent will be treated as having been granted unless such amendment,
supplement or modification would require the consent of all Lenders, and Agent
and the other Lenders will thereafter be permitted to take the actions
described in the request for consent as though such Lender had affirmatively
consented to the requested actions.

(c)
If (i) Agent requests a Lenders written consent to any proposed waiver
(including any waiver of any Event of Default), amendment, supplement or
modification of this Agreement or any of the other Loan Documents pursuant to Section
12.4(a) or for any other matter relating to the Obligations or any of the
Loan Documents and (ii) such Lender refuses to give its consent, Agent, at its
option, may, at any time within forty five 45 days after such Lender notifies
Agent of Lenders refusal to grant the requested consent, acquire on notice to
the applicable Lender (a Buy-Out Notice) all, but not less than all,
of that Lenders Pro Rata Share of the Loans by paying to that Lender an amount
equal to the unpaid principal balance of the Loans held by that Lender plus all
accrued interest and fees (exclusive of any prepayment fee) then due to such
Lender as set forth in this Agreement. From and after the date on which Agent
delivers a Buy-Out Notice to the Lender, (A) Agent shall be irrevocably
obligated to purchase such Lenders Loans, Letter of Credit participations and
Commitments within such 45-day period as provided in this Section 12.4(c)
and the terms of the applicable Assignment and Acceptance executed in
connection therewith and (B) Agent and other Lenders may amend, modify, and
supplement the Loan Documents or waive any of the provisions of the Loan
Documents (including any Event of Default), or all of the foregoing, as though
the non-consenting Lender had, in fact, affirmatively consented to the
requested actions.

Section
12.5 Costs, Expenses, Taxes and Indemnification.

(a)
Borrowers, jointly, severally, absolutely, irrevocably and unconditionally
hereby agree to pay to Agent, for the respective account of Agent, each Lender
and LC Issuer, upon demand by Agent, any Lender

---



or LC Issuer at any time and as often as the occasion therefor may
require, whether or not all or any of the transactions contemplated by any of
the Loan Documents are ultimately consummated: (i) all reasonable out-of-pocket
costs and expenses which shall at any time be incurred or sustained by Agent or
any of its directors, officers, employees or agents as a consequence of, on
account of, in relation to or any way in connection with the preparation,
negotiation, execution, delivery, and performance of the Loan Documents and the
perfection and continuation of the rights of Lenders, LC Issuer and Agent in
connection with the Loans, as well as the on-going administration of the Loans,
any transactions contemplated hereby or consummated hereunder, and the
preparation, negotiation, execution, or delivery or in connection with the
amendment or modification of any of the Loan Documents or as a consequence of,
on account of, in relation to or any way in connection with the granting by
Agent, any Lender or LC Issuer of any consents, approvals or waivers under any
of the Loan Documents, including Attorneys Fees and disbursements and (ii) all
reasonable out-of-pocket costs and expenses which shall be incurred or
sustained by Agent, any Lender or LC Issuer or any of their directors,
officers, employees or agents as a consequence of, on account of, in relation
to or any way in connection with the exercise, protection or enforcement
(whether or not suit is instituted) of any of its rights, remedies, powers or
privileges under any of the Loan Documents after the occurrence of an Event of
Default or in connection with any litigation, proceeding or dispute in any
respect related to any of the relationships under, or any of the Loan Documents
(including all of the reasonable fees and disbursements of consultants, legal
advisers, accountants, experts and agents for Agent, any Lender or LC Issuer,
the reasonable travel and living expenses away from home of employees,
consultants, experts or agents of Agent, any Lender or LC Issuer, and the
reasonable fees of agents, consultants and experts not in the full-time employ
of Agent, any Lender or LC Issuer for services rendered on behalf of Agent, any
Lender or LC Issuer), providedthat Borrowers will not be
obligated to reimburse Agent, a Lender or LC Issuer for any such cost or
expense to the extent such cost or expense results from a breach by Agent, a
Lender or LC Issuer of their respective express obligations under this
Agreement or the gross negligence, bad faith, or willful misconduct of Agent, a
Lender or LC Issuer. Notwithstanding anything to the contrary in this Section
12.5, in connection with each field examination or verification by Agent of
any of the Loan Collateral or Borrowers conducted after the Closing Date,
Borrowers will pay to Agent either: (i) a fee at the then current rate
(currently $850.00) per day (based on an 8 hour day plus reasonable
out-of-pocket expenses incurred, including travel, lodging and meals) per
auditor or field examiner for the services of Agents auditors and field
examiners or (ii) the out-of-pocket fees, costs and expenses paid to third
party auditors which conduct the field examination or verification; however,
unless an Event of Default has occurred, Agent shall not seek reimbursement
from Borrowers for more than a total of two periodic, repeat audits (i.e.,
exclusive of any new business audit) undertaken by Lenders auditors or field
examiners of Borrower (including of the Loan Collateral) during (A) the period
commencing on the Closing Date through, and including, the first anniversary of
the Closing Date or (B) each twelve-month period commencing after the first
anniversary of the Closing Date.

(b)
Each Borrower jointly, severally, absolutely, irrevocably and unconditionally
agrees to and does hereby indemnify and hold the Agent, each Lender and LC
Issuer harmless from and against any and all claims, demands, suits, actions,
causes of action, damages, losses, settlement payments, obligations, costs,
expenses and all other liabilities whatsoever, INCLUDING, WITHOUT LIMITATION, AS A
RESULT OF AGENTS, ANY LENDERS, OR LC ISSUERS OWN NEGLIGENCE
(collectively, Indemnified Liabilities), which shall at any time or
times be incurred or sustained by the Agent, any Lender or LC Issuer or by any
of their shareholders, directors, officers, employees, Subsidiaries, Affiliates
or agents on account or in relation to, or in any way in connection with, any
of the arrangements or transactions contemplated by, associated with, arising
out of, or ancillary to this Agreement or any of the other Loan Documents or
the Loan Collateral, whether or not all or any of the transactions contemplated
by, associated with or ancillary to this Agreement or any of such Loan
Documents are ultimately consummated; provided, however,that Borrowers will not
be obligated to indemnify any indemnified party in accordance with this Section
12.5(b) to the extent such Indemnified Liabilities resulted from a breach
by such indemnified party of its express obligations under this Agreement, or
the gross negligence or willful misconduct of such indemnified party.NOTICE IS
HEREBY GIVEN THAT THIS AGREEMENT CONTAINS INDEMNIFICATION PROVISIONS IN THIS SECTION
12.5(b) THAT APPLY TO, AND BORROWERS HEREBY ACKNOWLEDGE AND AGREE THAT THE
FOREGOING INDEMNITY SHALL BE APPLICABLE TO, ANY INDEMNIFIED LIABILITIES (AS
DEFINED IN THIS SECTION 12.5(b)) THAT HAVE RESULTED FROM OR ARE ALLEGED
TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT
ORDINARY NEGLIGENCE OF AGENT, LC ISSUER OR ANY LENDER OR ANY OTHER INDEMNIFIED
PARTY UNDER THIS SECTION 12.5(b).

---



(c)
Each Borrower hereby covenants and agrees that any sums expended by Agent, any
Lender and LC Issuer for which Agent, any Lender or LC Issuer is entitled to be
reimbursed pursuant to this Section 12.5 shall be due and payable (i) absent
the existence of an Event of Default, within three (3) Business Days after
request for payment by Agent, any Lender or LC Issuer or (ii) during the
existence of an Event of Default, upon the demand of Agent, any Lender or LC
Issuer, and any such sums shall bear interest at the Default Rate from the date
such payment is due until the date such payment is made in full to Agent, such
Lender or LC Issuer.

Section
12.6 Confidentiality. Each Agent and Lender agrees that it will
not disclose without the prior consent of Borrowers (other than to Agents or a
Lenders employees, auditors, advisors, consultants, Affiliates and counsel or
to another Lender if the disclosing Lender or such disclosing Lenders holding
or ISA company in its good faith judgment determines that any such party should
have access to such information) any information with respect to any Borrower
or any of its Subsidiaries to the extent and in the manner such information is
kept confidential in accordance with Agents or a Lenders privacy policies and
procedures with respect to its customers generally or as mandated by applicable
law, provided that Agent and any Lender may
disclose any such information (a) as has become generally available to the
public, (b) as may be required or appropriate in any report, statement or
testimony submitted to or examination conducted by any Governmental Authority
having or claiming to have jurisdiction over Agent or such Lender, (c) as may
be required or appropriate in response to any summons or subpoena or in
connection with any litigation, (d) in order to comply with any requirement of
applicable law, (e) to any prospective or actual transferee or participant in
connection with any contemplated transfer or participation of any of the Notes
or Commitments or any interest therein by such Lender, provided
that each such prospective or actual transferee or participant agrees to be
bound by the confidentiality provisions contained in this Section 12.6, (f) to other
financial institutions or investment funds with respect to which Agent or the
respective Lender has a contractual relationship in accordance with Agents or
such Lenders regular banking procedures, provided that each such other financial institution or investment
fund agrees to be bound by the confidentiality provisions contained in this Section
12.6, (g) to any nationally recognized rating agency that requires access
to information regarding Agents or the respective Lenders investment portfolio
in connection with such rating agencys issuance of ratings with respect to
Agent or such Lender, providedthat
Agent and such Lender advises such rating agency of the confidential nature of
such information, (h) to respond to routine informational requests in
accordance with the Code of Ethics for the Exchange of Credit Information
promulgated by The Robert Morris Associates (or any successor thereto) or other
applicable industry standards relating to the exchange of credit information,
(i) as may be required or appropriate in connection with protecting,
preserving, exercising or enforcing (or planning to exercise or enforce) any of
its rights in, under or related to the Loan Collateral or the Loan Documents,
and (j) as expressly permitted by this Agreement, including under Sections
12.2(c), 12.7(c) or 12.8(d).

Section
12.7 Binding Effect; Assignments.

(a)
The terms and provisions of the Loan Documents shall be binding upon and inure
to the benefit of Borrowers, Agent, Lenders and LC Issuer and their respective
successors and assigns permitted hereby, except that (i) no Borrower shall have
the right to assign its rights or obligations under the Loan Documents without
the prior written consent of Agent, each Lender and LC Issuer, (ii) any
assignment by any Lender must be made in compliance with Section 12.7(b),
and (iii) any transfer by participation must be made in compliance with Section
12.8. Any attempted assignment or transfer by any party not made in
compliance with this Section 12.7 shall be null and void, unless such
attempted assignment or transfer is treated as participation in accordance with
Section 12.8. The parties to this Agreement acknowledge that Section
12.7(b) relates only to absolute assignments and this Section 12.7
does not prohibit assignments creating security interests, including (A) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a
Lender which is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business, any pledge or assignment of all or any portion
of its rights under this Agreement and any Note to its trustee in support of
its obligations to its trustee; provided, however,that no such pledge or
assignment creating a security interest shall release the transferor Lender
from its obligations hereunder unless and until the parties thereto have
complied with the provisions of Section 12.7(b)(iii). Agent may treat
the Person which made any Loan (or participation in Letters of Credit) or which
holds any Note as the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.7(b)(iii); provided, however, that
Agent may in its good faith discretion (but shall not be required to) follow
instructions from the Person which made any Loan (or participation in Letters
of Credit) or which holds any

---



Note to direct payments relating to such Loan (or
participation in Letters of Credit) or Note to another Person. Any assignee of
the rights to any Loan (or participation in Letters of Credit) or any Note
agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (or participation in Letters of
Credit), whether or not a Note has been issued in evidence thereof, shall be
conclusive and binding on any subsequent holder or assignee of the rights to
such Loan (or participation in Letters of Credit).

(b)
(i) Any Lender may at any time assign to one or more banks, financial
institutions, or other Persons (Purchasers) all or any part of its
rights and obligations under the Loan Documents. Such assignment shall be
substantially in the form of Exhibit J (an Assignment and Assumption
Agreement). Each such assignment with respect to a Purchaser which is not
a Lender or an Affiliate of a Lender shall either be in an amount equal to the
entire applicable Commitment and Loans and participations in Letters of Credit
of the assigning Lender or (unless Agent otherwise consents) be in an aggregate
amount not less than $5,000,000. Each assignment shall be on a constant and not
varying ratable percentage of the assigning Lenders rights and obligations
assigned under this Agreement, and each assignment by a Lender of Loans or
Commitments shall be made only if, after giving effect thereto, such Lender
continues to hold an equal ratable percentage of each class of all Loans and
Commitments under this Agreement. The amount of the assignment shall be based
on the Commitment or outstanding Loans and participations in Letters of Credit
(if the Commitment has been terminated) subject to the assignment, determined
as of the date of such assignment or as of the Trade Date, if the Trade
Date is specified in the assignment.

(ii)
The consent of Borrowers shall be required prior to an assignment becoming
effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B)
a Default has occurred and is continuing or (C) the assignment is being made in
connection with a request by Borrower to provide additional financing (either
by an increase to the Revolving Commitment or additional term loans) beyond
those included in the Loan Documents on or about July 30, 2010. The consent of
Agent shall be required prior to an assignment becoming effective unless the
Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer
shall be required prior to an assignment of a Revolving Commitment becoming
effective unless the Purchaser is a Lender with a Revolving Commitment. Any
consent required under this clause (ii) shall not be unreasonably withheld or
delayed.

(iii)
Upon (A) delivery to Agent of a duly executed Assignment and Assumption
Agreement, together with any consents required by this Section, and (B) payment
of a $3,500 fee to Agent for processing such assignment (unless such fee is
waived by Agent), such Assignment and Assumption Agreement shall become effective
on the effective date specified by Agent in such Assignment and Assumption
Agreement. The Assignment and Assumption Agreement shall contain a
representation by the Purchaser to the effect that none of the consideration
used to make the purchase of the Commitment and Loans or participations in
Letters of Credit under the applicable Assignment and Assumption Agreement
constitutes plan assets as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be plan
assets under ERISA. On and after the effective date of such Assignment and
Assumption Agreement, such Purchaser shall for all purposes be a Lender party
to this Agreement and any other Loan Document executed by or on behalf of
Lenders and shall have all the rights and obligations of a Lender under the
Loan Documents, to the same extent as if it were an original party thereto, and
the transferor Lender shall be released with respect to the Commitment and
Loans and participations in Letters of Credit assigned to such Purchaser
without any further consent or action by Borrowers, Lenders or Agent. In the
case of an Assignment and Assumption Agreement covering all of the assigning
Lenders rights and obligations under this Agreement, such Lender shall cease
to be a Lender hereunder but shall continue to be entitled to the benefits of,
and subject to, those provisions of this Agreement and the other Loan Documents
which survive payment of the Obligations and termination of the applicable
agreement. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.7 shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 12.8.
Upon the consummation of any assignment to a Purchaser pursuant to this clause
(iii), the transferor Lender, Agent and Borrowers shall, if the transferor
Lender or the Purchaser desires that its Loans be evidenced by Notes, make
appropriate arrangements so that new Notes or, as appropriate, replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment.

---



(iv)
Agent shall maintain at one of its offices in the U.S. a copy of each
Assignment and Assumption Agreement delivered to it and a register for the
recordation of the names and addresses of Lenders, and the Commitments of, and
principal amounts of the Loans and participations in Letters of Credit owing
to, each Lender pursuant to the terms hereof from time to time (the Register).
The entries in the Register shall be conclusive, and Borrowers, Agent and
Lenders may treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by Borrowers and any Lender, at any reasonable time and from time to
time upon reasonable prior notice.

(c)
Subject to Section 12.6 (including compliance with the proviso set forth
in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to
disclose to any Purchaser and any prospective Purchaser any and all financial
information in Agents or such Lenders possession concerning Borrowers or any
of their Subsidiaries which has been delivered to Agent or such Lender by a
Borrower pursuant to the Loan Documents or in connection with Agents or such
Lenders credit evaluation of Borrowers and their Subsidiaries or which has
been obtained independently by Agent or such Lender in its credit evaluation or
audit of Borrowers and their Subsidiaries.

Section
12.8 Participations.

(a)
Any Lender may at any time sell to one or more banks or other entities (Participants)
participating interests in any Loans (or participations in Letters of Credit)
of such Lender, any Note held by such Lender, any Commitment of such Lender or
any other interest of such Lender under the Loan Documents. In the event of any
such sale by a Lender of participating interests to a Participant, such
Lenders obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the owner of its
Loans (and participations in Letters of Credit) and the holder of any Note
issued to it in evidence thereof for all purposes under the Loan Documents, all
amounts payable by Borrowers under this Agreement shall be determined as if
such Lender had not sold such participating interests, and Borrowers and Agent
shall continue to deal solely and directly with such Lender in connection with
such Lenders rights and obligations under the Loan Documents.

(b)
Each Lender shall retain the sole right to approve, without the consent of any
Participant, any amendment, modification or waiver of any provision of the Loan
Documents other than any amendment, modification or waiver with respect to any
Loans (or participations in Letters of Credit) in which such Participant has an
interest which would require consent of all Lenders pursuant to the terms of Section
12.4 or of any other Loan Document.

(c)
Borrowers agree that each Participant shall be deemed to have the right of
setoff provided in Section 9.5 in respect of its participating interest
in amounts owing under the Loan Documents to the same extent as if the amount
of its participating interest were owing directly to it as a Lender under the
Loan Documents, providedthat, each Lender shall retain the right of setoff
provided in Section 9.5 with respect to the amount of participating
interests sold to each Participant. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of setoff provided
in Section 9.5, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 10.6 as if each Participant were a Lender.

(d)
Subject to Section 12.6 (including compliance with the proviso set forth
in clause (e) thereof), Borrowers hereby authorize each Lender granting a
participation to disclose to any Participant any and all financial information
in such Lenders possession concerning any Borrower or any of its Subsidiaries
which has been delivered to such Lender by a Borrower pursuant to the Loan
Documents or in connection with such Lenders credit evaluation of Borrowers
and their Subsidiaries or which has been obtained independently by such Lender
in its credit evaluation or audit of Borrowers and their Subsidiaries.

Section
12.9 Governing Law; Jurisdiction and Venue.

(a)
THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE
BEEN MADE AT CINCINNATI, OHIO. THIS AGREEMENT SHALL BE DEEMED

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TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF OHIO (WITHOUT REFERENCE TO OHIO CONFLICTS OF LAW PRINCIPLES) EXCEPT TO
THE EXTENT OF THE APPLICATION OF OTHER LAWS OF MANDATORY APPLICATION.

(b)
AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT AND THE LENDERS TO ENTER INTO
THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS AGREE THAT ANY ACTION,
SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS VALIDITY
OR PERFORMANCE, AND WITHOUT LIMITATION ON THE ABILITY OF AGENT OR THE LENDERS,
THEIR SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE LOAN COLLATERAL
AND TO INITIATE AND PROSECUTE IN ANY APPLICABLE JURISDICTION ACTIONS RELATED TO
REPAYMENT OF THE OBLIGATIONS, SHALL BE INITIATED AND PROSECUTED AS TO ALL
PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI, OHIO. BORROWERS, AGENT
AND EACH OF THE LENDERS EACH CONSENTS TO AND SUBMITS TO THE EXERCISE OF
JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING
JURISDICTION OVER THE SUBJECT MATTER, AND CONSENTS THAT ALL SERVICE OF PROCESS
BE MADE BY CERTIFIED MAIL DIRECTED TO BORROWERS, AGENT AND THE LENDERS AT THEIR
RESPECTIVE ADDRESSES SET FORTH IN SECTION 12.2 OR AS OTHERWISE PROVIDED
UNDER THE LAWS OF THE STATE OF OHIO. EACH BORROWER HEREBY WAIVES ANY OBJECTION
BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION
INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

Section
12.10 WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR AGENT AND LENDERS TO
ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO BORROWERS, BORROWERS, AGENT, AND
LENDERS EACH WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS OR THE CONDUCT OF THE RELATIONSHIP BETWEEN OR AMONG AGENT, LENDERS
AND BORROWERS.

Section
12.11 Waivers.
Except to the extent of any notice expressly provided elsewhere in this
Agreement or any other Loan Document, each Borrower hereby waives notice of
nonpayment, demand, notice of demand, notice of intention to accelerate and
notice of acceleration, presentment, protest and notice of protest with respect
to the Obligations, or notice of acceptance hereof, notice of the Loans made,
credit extended, or any other action taken in reliance hereon, and all other
demands and notices of any description, except such as are expressly provided
for herein. No Borrower shall assert, and each Borrower, for itself and all of
its Subsidiaries, hereby waives, any claim against Agent or any Lender on any
theory of liability for consequential, special, indirect or punitive damages.

Section
12.12 Interpretation and Proof of Loan Documents. Whenever possible, the
provisions of each Loan Document will be construed in such a manner as to be
consistent with this Agreement and each other Loan Document. If any of the
provisions of any Loan Document are inconsistent with this Agreement, such
provisions of this Agreement will supersede such provisions of such Loan
Document. This Agreement, the Loan Documents and all documents relating hereto,
including (a) consents, waivers and modifications which may hereafter be
executed, (b) documents received by Agent, any Lender or LC Issuer at the
closing or otherwise, and (c) financial statements, certificates and other
information previously or hereafter furnished to Agent, any Lender or LC
Issuer, may be reproduced by Agent, such Lender or LC Issuer by an
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process and Agent, such Lender or LC Issuer may destroy any
original document (other than any Note) so reproduced. Borrowers agree and
stipulate that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by
Agent, such Lender or LC Issuer in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

Section
12.13 Entire Agreement; Integration of Schedules and Exhibits. This Agreement and the
other Loan Documents embody the entire agreement and understanding among
Borrowers, Agent and Lenders relating to the subject matter hereof and thereof,
and supersede all prior agreements and understandings, oral or written, among

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Borrowers, Agent and Lenders relating to the subject matter thereof.
The Exhibits and Schedules annexed to this Agreement are an integral part of
this Agreement and are incorporated herein by reference.

Section
12.14 Headings.
The headings of the Articles, Sections and paragraphs of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a
part of this Agreement.

Section
12.15 Counterparts. This Agreement may be executed in any
number of counterparts, but all of such counterparts shall together constitute
but one agreement. In making proof of this Agreement, it shall not be necessary
to, produce or account for more than one counterpart hereof signed by each of
the parties hereto. Any documents may be delivered by, or on behalf of, a
Borrower, a Lender, LC Issuer, and Agent by fax transmission or other
electronic delivery of an image file reflecting the execution hereof, and, if
so signed: (i) may be relied on by each of them as if the document were a
manually signed original and (ii) will be binding on each of them for all
purposes of the Loan Documents.

Section
12.16 Severability. Any provision of this Agreement which is
prohibited and unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

Section 12.17
Application of Payments; Revival of Obligations. Agent shall have the continuing right to apply or reverse and
reapply any payments to any portion of the Obligations. To the extent any
Person makes a payment or payments to Agent or Agent or any Lender receives any
payment or proceeds of the Loan Collateral or any other security for any
Borrowers benefit, which payment(s) or proceeds or any part thereof are
subsequently voided, invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, receiver or any other party
under any Insolvency Law, state or federal law, common law or equitable cause,
then, to the extent of such payment or proceeds received, the Obligations or
part thereof intended to be satisfied shall be revived and shall continue in
full force and effect, as if such payment or proceeds had not been received by
Agent or any Lender.

Section
12.18 No Recourse. The obligations of each of Agent and
Lenders under this Agreement are solely the corporate obligations of Agent and
Lenders. No recourse shall be had for the payment of any amount owing in
respect to this Agreement or the other Loan Documents, or for the payment of
any fee hereunder or for any other obligation or claim arising out of or based
upon this Agreement or the other Loan Documents against any stockholder,
employee, officer, or director of Agent or any Lender.

Section
12.19 Cumulative Remedies. The remedies provided in
this Agreement and the other Loan Documents are cumulative and not exclusive of
any remedies provided by law. Exercise of one or more remedy(ies) by Agent or
Lenders does not require that all or any other remedy(ies) be exercised and
does not preclude later exercise of the same remedy. If there is any conflict,
ambiguity, or inconsistency, in Agents judgment, between the terms of this
Agreement, any of the other Loan Documents, then the applicable terms and
provisions, in Agents judgment, providing Agent and Lenders with greater
rights, remedies, powers, privileges, or benefits will control.

Section
12.20 PATRIOT ACT NOTICE. To help the government fight the funding of
terrorism and money laundering activities, federal law requires all financial
institutions to obtain, verify, and record information that identifies each party
who opens an account. Agent will ask each party to a financial transaction
their name, address and other information that will allow Agent to identify
such party. Agent may also ask to see other documents that substantiate a
partys identity.

[Signature Page Follows]

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IN WITNESS
WHEREOF, this Agreement has been duly executed and delivered by or on behalf of
each of the parties as of the date first above written in Cincinnati, Ohio.

| |                                       |                                         | 
| | ------------------------------------- | --------------------------------------- | 
| | INDUSTRIAL
 SERVICES OF AMERICA, INC.
| |                                      
| | By:                                   | /s/ Harry
 Kletter                      | 
| |                                       |                                         | 
| |                                       | Harry Kletter, Chief
 Executive Officer
| |                                       |                                         | 
| | ISA INDIANA,
 INC.                   
| |                                      
| | By:                                   | /s/ Harry
 Kletter                      | 
| |                                       |                                         | 
| |                                       | Harry Kletter,
 Chief Executive Officer
| |                                      
| | FIFTH THIRD
 BANK, as Agent          
| |                                      
| | By:                                   | /s/
 Anne B. Kelly                      | 
| |                                       |                                         | 
| |                                       | Anne B. Kelly,
 Vice President         
| |                                       |                                         | 
| | FIFTH THIRD
 BANK, as Lender         
| |                                      
| | By:                                   | /s/
 Anne B. Kelly                      | 
| |                                       |                                         | 
| |                                       | Anne B.
 Kelly, Vice President         
| |                                       |                                         | 
| | FIFTH THIRD
 BANK, as LC Issuer      
| |                                      
| | By:                                   | /s/
 Anne B. Kelly                      | 
| |                                       |                                         | 
| |                                       | Anne B.
 Kelly, Vice President         

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