Exhibit 10.54


THIRD AMENDMENT TO CREDIT AGREEMENT


          THIS THIRD
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), entered into as of
March 2, 2012 (the “Effective Date”), by and among INDUSTRIAL SERVICES
OF AMERICA, INC., a Florida corporation (“ISA”), ISA INDIANA, INC., an
Indiana corporation (“ISA Indiana”), the Lenders party hereto, and FIFTH
THIRD BANK, an Ohio banking corporation (“Fifth Third”), in its capacity
as Agent for Lenders and LC Issuer under this Agreement (“Agent”) and as
LC Issuer and a Lender, is as follows:


Preliminary Statements


                    A.
ISA and ISA Indiana (each a “Borrower” and, collectively, “Borrowers”),
Agent, LC Issuer and the Lenders entered into that certain Credit Agreement
dated as of July 30, 2010, as amended by the First Amendment to Credit
Agreement dated as of April 14, 2011and the Second Amendment to Credit
Agreement (the “Second Amendment”) dated as of November 16, 2011 (as
modified, extended, amended or restated from time to time, the “Credit
Agreement”). Capitalized terms used, but not defined, in this Amendment
will have the meanings given to them in the Credit Agreement.


                    B.
Borrowers have requested that Agent, LC Issuer and the Lenders: (i) waive
certain Events of Default; (ii) modify the Senior Leverage Ratio as
specifically set forth herein and (iii) amend certain other provisions of the
Credit Agreement. 


                    C.
Agent, LC Issuer and the Lenders are willing to so amend the Credit Agreement,
all on the terms, and subject to the conditions, of this Amendment. 


Statement of Amendment


          In
consideration of the mutual covenants and agreements set forth in this
Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Agent, LC Issuer and the Lenders
and Borrowers hereby agree as follows:


          1. Amendments
to Credit Agreement. Subject to the satisfaction of the conditions of this
Amendment, the Credit Agreement is hereby amended as follows:


                    1.1
The following definitions are hereby added to Section 1.2 of the Credit
Agreement in their proper alphabetical order:


	
  

 	
  

 	
  

 
	
  

 	
 “Third Amendment” means the Third Amendment to Credit
 Agreement among Agent, LC Issuer, the Lenders and Borrowers dated to be
 effective as of March 2, 2012.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 “Third Amendment Effective Date” means March 2, 2012.

 	
  

 


                    1.2
The following definitions in Section 1.2 of the Credit Agreement are
hereby amended in their entirety by substituting the following in their
respective steads:


	
  

 	
  

 	
  

 
	
  

 	
 “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 March 31, 2012; provided that for purposes of the
 determination of the: (i) Senior Leverage Ratio as of the Computation Date
 for the Fiscal Quarters ending on March 31, 2012, June 30, 2012, and
 September 30, 2012, Consolidated Adjusted EBITDA, as of each such Fiscal
 Quarter then ended, shall be an amount equal to the product of: (a)
 Consolidated Adjusted EBITDA for the period beginning on January 1, 2012 and ending
 on each such Fiscal Quarter then ended, divided by the total number of days
 for the period beginning on January 1, 2012 and ending on such Fiscal Quarter
 then ended and multiplied by (b) 365; and (ii) Fixed Charge Coverage
 Ratio as of the Computation Date for the Fiscal Quarter ending: (a) on March
 31, 2012, Consolidated Adjusted EBITDA and Consolidated Fixed Charges shall
 equal the amount of Consolidated Adjusted EBITDA and Consolidated Fixed
 Charges for the period commencing on January 1, 2012 through, and including,
 March 31, 2012; (b) on June 30, 2012, Consolidated Adjusted EBITDA and
 Consolidated Fixed Charges shall equal the amount of Consolidated Adjusted
 EBITDA and Consolidated Fixed Charges for the period commencing on January 1,
 2012 through, and including, June 30, 2012; and (c) on September 30, 2012,
 Consolidated Adjusted EBITDA and Consolidated Fixed Charges shall equal the
 amount of Consolidated Adjusted EBITDA and Consolidated Fixed Charges for the
 period commencing on January 1, 2012 through, and including, September 30,
 2012.

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 “Unused Line Fee” means a fee payable pursuant to Section
 6.9(a) at a rate per annum equal to 0.75% (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.

 	
  

 


                    1.3 Section7.1 of the Credit Agreement
is hereby amended in its entirety by substituting the following in its stead:


	
  

 	
  

 	
  

 
	
  

 	
 Section 7.1 Senior Leverage Ratio. Borrowers shall not permit
 the Senior Leverage Ratio for (a) the Test Period ending on the Computation
 Date occurring on March 31, 2012 to exceed 4.25 to 1; (b) the Test Periods
 ending on the Computation Dates occurring on June 30, 2012 and September 30,
 2012 to exceed 3.50 to 1; and (c) each Test Period ending on each Computation
 Date occurring on or after December 31, 2012 to exceed 3.25 to 1.

 	
  

 


                    1.4
Exhibit D of the Credit Agreement is hereby amended in its entirety by
substituting the document attached hereto as Exhibit D in its stead.


          2. Waiver
of Covenant Defaults. Events of Default have occurred under (i) Section
7.1 of the Credit Agreement in connection with the Senior Leverage Ratio
Financial Covenant for the Fiscal Quarter ending on December 31, 2011 and (ii) Section
7.2 of the Credit Agreement in connection with the Fixed Charge Coverage
Ratio Financial Covenant for the Fiscal Quarter ending on December 31, 2011
(collectively, the “Existing Defaults”). Borrowers have requested that
Agent, LC Issuer and the Lenders waive the Existing Defaults. Agent, LC Issuer
and the Lenders hereby waive the Existing Defaults. The





waiver provided in this Section 2 will not apply to any other
Event of Default, whether past, present, or future, including, without
limitation, any violations of the above described Financial Covenants as of
dates occurring after the dates specifically referenced in this Section 2.
The waiver provided in this Section 2, either alone or together with
other waivers which Agent, LC Issuer and the Lenders may give from time to
time, shall not, by course of dealing, implication or otherwise, obligate
Agent, LC Issuer and the Lenders to waive any Event of Default past, present or
future, other than the Events of Default specifically waived by this Amendment,
or reduce, restrict or in any way affect the discretion of Agent, LC Issuer and
the Lenders in considering any future waiver requested by Borrowers. The
foregoing Events of Default will not be deemed to limit or estop Agent, LC
Issuer or the Lenders from exercising any rights or remedies with respect to
any other Event of Default.


          3. Consultant;
Cash Flow Forecast. Borrowers hereby agree to continue to retain Consultant
(as defined in the Second Amendment) and to deliver the Cash Flow Forecast (as
defined in the Second Amendment) to Agent in accordance with the provisions of Section
3 of the Second Amendment. 


          4. Reaffirmation
of Cross-Guaranties. Each of the Borrowers (collectively, the “Cross-Guarantors”)
hereby (i) confirms, ratifies and reaffirms its respective Cross-Guaranty and
(ii) acknowledges and agrees that no Cross-Guarantor is released from its
obligations under its respective Cross-Guaranty by reason of this Amendment and
that the obligations of each Cross-Guarantor under its respective
Cross-Guaranty extend to the Credit Agreement and the other Loan Documents as
amended by, or in connection with, this Amendment. This reaffirmation of each
Cross-Guarantor’s Cross-Guaranty shall not be construed, by implication or
otherwise, as imposing any requirement that Agent notify or seek the consent of
any Cross-Guarantor relative to any past or future extension of credit,
amendment or modification, extension or other action with respect thereto, in
order for any such extension of credit, amendment or modification, extension or
other action with respect thereto to be subject to a Cross-Guarantor’s
Cross-Guaranty, it being expressly acknowledged and reaffirmed that each
Cross-Guarantor has under its respective Cross-Guaranty consented, among others
things, to modifications, amendments, extensions and other actions with respect
thereto without any notice thereof or any further consent thereto. 


          5. Reaffirmation of Guaranty and Security.
As a condition of this Amendment, on the Effective Date, Borrowers will cause
each Guarantor to execute and deliver to Agent the Reaffirmation of Guaranty
and Security provided after the signatures below and incorporated by reference
herein.


          6. Additional Conditions; Other Documents.
As a condition of this Amendment, Borrowers will deliver to Agent, on or before
the execution of this Amendment, (i) a copy, certified by the Secretary of each
Borrower, of resolutions of the Board of Directors of Borrowers, authorizing
the execution of this Amendment and all other documents executed in connection
herewith, which certificate and resolutions will be in form and substance
acceptable to Agent; (ii) a copy, certified by the Secretary of each Guarantor
of resolutions of the sole member of each Guarantor authorizing the execution
of the Reaffirmation of Guaranty and Security and all other documents executed
in connection therewith, which certificate and resolutions will be in form and
substance acceptable to Agent; and (iii) such other documents, instruments, and
agreements deemed necessary or desirable by Agent to effect the amendments to
Borrowers’ credit facilities with Agent, LC Issuer and the Lenders contemplated
by this Amendment. 


          7. Reaffirmation
of Security. Borrowers and Agent, LC Issuer and the Lenders hereby
expressly intend that this Amendment shall not in any manner: (i) constitute
the refinancing, refunding, payment or extinguishment of the existing
Obligations as of the Effective Date; (ii) be deemed to evidence a novation of
the outstanding balance of the Obligations; or (iii) affect, replace, impair,
or extinguish the creation, attachment, perfection or priority of the Liens on
the Loan Collateral granted





pursuant to any of the Security Documents. Borrowers ratify and
reaffirm any and all grants of Liens to Agent in the Loan Collateral as
security for the Obligations, and Borrowers acknowledge and confirm that the
grant of the Liens to Agent in the Loan Collateral: (a) represent continuing
Liens on all of the Loan Collateral, (b) secure all of the Obligations, and (c)
represent valid, first and best Liens on all of the Loan Collateral except to
the extent, if any, of the Permitted Liens.


          8. Representations.
To induce Agent, LC Issuer and the Lenders to accept this Amendment, each
Borrower hereby represents and warrants to Agent, LC Issuer and the Lenders as
follows:


                    8.1
Each Borrower has full power and authority to enter into, and to perform its
obligations under, this Amendment and the other documents executed in
connection therewith, and the execution and delivery of, and the performance of
its obligations under and arising out of, this Amendment have been duly
authorized by all necessary corporate action.


                    8.2
This Amendment constitutes the legal, valid and binding obligations of each
Borrower, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally.


                    8.3
Each Borrower’s representations and warranties contained in the Credit
Agreement are complete and correct as of the Effective Date with the same
effect as though these representations and warranties had been made again on
and as of the Effective Date, subject to those changes as are not prohibited
by, or do not constitute Events of Default under, the Credit Agreement.


                    8.4
No Event of Default has occurred and is continuing under the Credit Agreement,
other than the Existing Defaults.


          9. Costs
and Expenses; Covenant Waiver Fee. As a condition of this Amendment, (i)
Borrowers will pay to Agent a covenant waiver fee of $10,000, payable in full
on the Effective Date; such fee, when paid, will be fully earned and
non-refundable under all circumstances, and (ii) Borrowers will promptly on
demand pay or reimburse Agent for the costs and expenses incurred by Agent in
connection with this Amendment, including, without limitation, attorneys’ fees.


          10.
Release. Borrowers hereby release Agent, LC Issuer and the Lenders from
any and all liabilities, damages and claims arising from or in any way related
to the Obligations or the Loan Documents, other than such liabilities, damages
and claims which arise after the execution of this Amendment. The foregoing
release does not release or discharge, or operate to waive performance by,
Agent, LC Issuer and the Lenders of its express agreements and obligations
stated in the Loan Documents on and after the Effective Date.


          11. Default.
Any default by Borrowers in the performance of Borrowers’ obligations under
this Amendment shall constitute an Event of Default under the Credit Agreement.


          12. Continuing
Effect of the Credit Agreement. Except as expressly amended hereby, all of
the provisions of the Credit Agreement are ratified and confirmed and remain in
full force and effect.


          13. One
Agreement; References; Fax Signature. The Credit Agreement, as amended by
this Amendment, will be construed as one agreement. All references in any of
the Loan Documents to the Credit Agreement will be deemed to be references to
the Credit Agreement as amended by this Amendment. This Amendment may be signed
by facsimile signatures or other electronic delivery of an image file
reflecting the execution hereof, and if so signed, (a) may be relied on by each
party as if the document were a manually signed original and (b) will be
binding on each party for all purposes.





          14. Captions. The headings to the Sections of this
Amendment have been inserted for convenience of reference only and shall in no
way modify or restrict any provisions hereof or be used to construe any such
provisions.


          15. Counterparts.
This Amendment may be executed in multiple counterparts, each of which shall be
an original but all of which together shall constitute one and the same
instrument.


          16. Entire
Agreement. This Amendment, together with the other Loan Documents, sets
forth the entire agreement of the parties with respect to the subject matter of
this Amendment and supersedes all previous understandings, written or oral, in
respect of this Amendment.


          17. Governing
Law. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Ohio (without regard to Ohio conflicts of law
principles).


[Signature
Page Follows]





          IN
WITNESS WHEREOF, Borrowers have executed this Amendment to be effective as of
the Effective Date. 




	
  

 	
  

 	
  

 
	
  

 	
INDUSTRIAL SERVICES OF AMERICA, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ Robert D. Coleman 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Robert D. Coleman, Chief Financial Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 ISA INDIANA, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/ Robert D. Coleman 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Robert D. Coleman, Chief Financial Officer

 


Accepted as of the Effective Date.


FIFTH THIRD BANK, as Agent


	
  

 	
  

 	
  

 
	
 By:

 	
      /s/ Jason McCaw 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Jason McCaw, Assistant Vice President

 	
  

 
	
  

 	
  

 	
  

 
	
 FIFTH THIRD BANK, as Lender

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
      /s/ Jason McCaw 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Jason McCaw, Assistant Vice President

 	
  

 
	
  

 	
  

 	
  

 
	
 FIFTH THIRD BANK, as LC Issuer

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
      /s/ Jason McCaw 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Jason McCaw, Assistant Vice President

 	
  

 










REAFFIRMATION OF GUARANTY AND SECURITY


          In
satisfaction of the condition set forth in the Third Amendment to Credit
Agreement between Agent, LC Issuer, the Lenders and Borrowers (the “Amendment”),
the undersigned (“Guarantors”) hereby: (i) consent to the Amendment and
to the transactions contemplated therein, (ii) ratify and reaffirm their
Guaranty dated as of July 30, 2010 (the “Guaranty”), (iii) acknowledge
and agree that Guarantors are not released from their obligations under the
Guaranty by reason of the Amendment or the transactions contemplated thereby
and that the obligations of Guarantors under the Guaranty extend to the Credit
Agreement and the other Loan Documents, as amended, or as amended and restated,
in connection with the Amendment, and (iv) confirm that the Amendment shall not
in any manner (a) constitute the refinancing, refunding, payment or
extinguishment of the indebtedness evidenced by the existing Loan Documents and
secured by their Security Agreement dated as of July 30, 2010 (the “Security
Agreement”); (b) be deemed to evidence a novation of the outstanding
balance of the indebtedness secured by the Security Agreement; or (c) affect,
replace, impair, or extinguish the creation, attachment, perfection or priority
of the Liens on the Loan Collateral granted pursuant to the Security Agreement
or any other Security Document evidencing, governing or creating a Lien on the
Loan Collateral. Guarantors further ratify and reaffirm any and all grants of
Liens to Agent on the Loan Collateral to secure Guarantors’ obligations owing
under the Guaranty, and Guarantors acknowledge and confirm that the grants of
the Liens to Agent on Guarantors’ Loan Collateral: (A) represent continuing
Liens on all such Loan Collateral, (B) secure all of the Guaranteed Obligations
(as defined in the Guaranty), and (C) represent valid, first and best Liens on
all such Loan Collateral, subject to the Permitted Liens. 


          This
Reaffirmation of Guaranty and Security shall not be construed, by implication
or otherwise, as imposing any requirement that Agent notify or seek the consent
of Guarantors relative to any past or future extension of credit, or
modification, extension or other action with respect thereto, in order for any
such extension of credit or modification, extension or other action with
respect thereto to be subject to the Guaranty or the Security Agreement, it
being expressly acknowledged and reaffirmed that Guarantors have under the
Guaranty and the Security Agreement consented, among others things, to
modifications, extensions and other actions with respect thereto without any
notice thereof or further consent thereto. All references in any of the Loan
Documents to the Guaranty will be deemed to be references to the Guaranty as
amended by this Reaffirmation of Guaranty and Security. This Reaffirmation of
Guaranty and Security may be signed by facsimile signatures or other electronic
delivery of an image file reflecting the execution hereof, and if so signed,
(i) may be relied on by each party and Fifth Third Bank as if this
Reaffirmation of Guaranty and Security were a manually signed original and (ii)
will be binding on each party for all purposes. All capitalized terms used in
this Reaffirmation of Guaranty and Security and not otherwise defined herein
shall have the meanings ascribed thereto in the Amendment.


[Signature
Page Follows]





          IN
WITNESS WHEREOF, the undersigned have executed this Reaffirmation
of Guaranty and Security as of the Effective Date.


	
  

 	
  

 
	
  

 	
 ISA Indiana Real Estate, LLC

 
	
  

 	
 ISA Logistics LLC

 
	
  

 	
 ISA Real Estate, LLC

 
	
  

 	
 7021 Grade Lane LLC

 
	
  

 	
 7124 Grade Lane LLC

 
	
  

 	
 7200 Grade Lane LLC

 
	
  

 	
 Computerized
 Waste Systems, LLC

 
	
  

 	
 ISA
 Recycling LLC

 
	
  

 	
 Waste
 Equipment Sales & Service Co., LLC

 
	
  

 
	
  

 	
 By: Industrial
 Services of America, Inc., sole member

 






	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
           /s/ Robert D. Coleman

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Robert D.
 Coleman, Chief Financial Officer

 


Accepted as of the Effective Date.


FIFTH THIRD BANK, as Agent


	
  

 	
  

 	
  

 
	
 By:

 	
           /s/ Jason McCaw 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Jason McCaw, Assistant Vice President

 	
  

 









EXHIBIT D


COMPLIANCE CERTIFICATE


For the [Quarterly] [Annual] Test Period

from _______________, 20___

to ___________, 20___


Fifth Third
Bank, as Agent

38 Fountain Square Plaza

MD#10AT63

Cincinnati, Ohio 45263

Attn: Jason McCaw, Assistant Vice President

Fax Number: (513) 534-8400




Ladies and Gentlemen:


          This
Compliance Certificate (this “Certificate”) is delivered to you pursuant
to Sections 6.1(a) and 6.1(b) of the Credit Agreement dated as of
July 30, 2010, among INDUSTRIAL SERVICES OF AMERICA, INC., a Florida
corporation (“ISA”), ISA INDIANA, INC., an Indiana corporation (“ISA
Indiana” and together with ISA, collectively, “Borrowers”), the
Lenders (as defined in the Credit Agreement) party thereto, and FIFTH THIRD
BANK, as Agent (“Agent”) for the Lenders and the LC Issuer, as amended
by the First Amendment to Credit Agreement dated as of April 14, 2011, the
Second Amendment to Credit Agreement dated as of November 16, 2011, and the
Third Amendment to Credit Agreement dated as of March 2, 2012 (such Credit
Agreement, as it now exists or as it may be amended, modified or restated from
time to time, is referred to as the “Credit Agreement”). Unless
otherwise stated in this Certificate, capitalized terms used in this
Certificate shall have the meanings ascribed to them in the Credit Agreement.


          The
undersigned hereby certifies to Agent and the Lenders (“you”) as
follows:


          1. The
undersigned is, and at all times during the Subject Period was, the duly
elected, qualified and acting [Insert correct
title: chief financial officer, chief operating officer OR chief executive officer] of ISA.


          2. The
undersigned has reviewed the provisions of the Credit Agreement and the other
Loan Documents (collectively, the “Documents”) and has reviewed the
activities of the Credit Parties during the period from ____________, 20__, to
______________, 20__ (the “Subject Period”) with a view towards
determining whether, during the Subject Period, the Credit Parties have kept,
observed, performed and fulfilled all of their respective obligations under the
Documents.


          3. The
financial statements of the Credit Parties delivered to you concurrently
herewith (the “Financial Statements”)[,
while not examined by the Accountants,]
reflect [in the undersigned’s
opinion] all adjustments necessary
to present fairly, in all material respects, the Consolidated financial
position of the Credit Parties as at the end of the Subject Period and the
results of their operations for the Subject Period then ended in conformity
with GAAP consistently applied[,
subject only to normal year-end adjustments and the absence of footnotes].


 [Delete bracketed statements for Annual
Certificate.] 





          4. As of
the date of this Certificate, to the best of the undersigned’s knowledge, after
reasonable inquiry, no event has occurred which constitutes a Default or an
Event of Default. (If a Default or an Event of Default has occurred and is
continuing, Schedule A contains a statement as to the nature thereof and
the action which the Credit Parties have taken or propose to take with respect
thereto).


          5. In
particular, the calculations shown on Schedule B attached hereto
demonstrate compliance with the Financial Covenants as set forth in Article
VII of the Credit Agreement. (If there is not compliance with any Financial
Covenant, Schedule B (i) lists the same and sets forth what action the
Credit Parties have taken or propose to take with respect thereto and (ii)
explains the variances of the figures in the Financial Statements from the
Projections). Schedule B attached hereto also describes and analyzes in
detail all material trends, changes, and development in each and all Financial
Statements.


          6. Attached
hereto as Schedule C are summaries of accounts payable agings,
Receivable agings, and Inventory, in each case reconciled to the Credit
Parties’ general ledger and Borrowing Base Certificate for the end of the
Subject Period.


          7. [Annual:] Attached hereto as Schedule D
are Projections of the Credit Parties for the period from ____________, 20___
to ______________, 20___. Schedule D states: (i) the assumptions on
which the Projections were prepared and (ii) that the assumptions, except as
otherwise noted on Schedule D, were prepared on a consistent basis with
the operation of the Credit Parties’ business during the immediately preceding
Fiscal Year and with factors known to exist as of the date of this Certificate
or anticipated to exist during the periods covered by the Projections. The
undersigned certifies that he or she has no reason to believe that the
Projections, subject to the assumptions stated on Schedule D, are false
or misleading in any material respect. The Credit Parties make no
representations or warranties regarding the accuracy of any projections,
predictions or other estimation of future events, or any information or data,
in each case, pertaining generally to the Credit Parties’ respective
industries.


          Dated:
_______________, 20__


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	

 


 






	
  

 
	
 Schedules:

 
	
 A – Defaults
 and Events of Default

 
	
 B –
 Financial Covenant Calculations

 
	
 C –
 Summaries of Accounts Receivable, Accounts Payable and Inventory Values

 
	
 D –
 Projections 

 









Schedule A

to

Compliance Certificate


(Description of any Defaults or Events of
Default)







Schedule B

to

Compliance Certificate


(Financial Covenant Calculations1) 


	
  

 	
  

 	
  

 
	
 I.

 	
 Maximum
 Senior Leverage Ratio:

 
	
  

 	
  

 
	
  

 	
 A.

 	
 Computation
 Date: For Test Period Ended _______________, 20___

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Required
 Covenant:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Computation Date

 	
  

 	
 Maximum Senior

 Leverage Ratio

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 March 31,
 2012

 	
  

 	
  

 	
 4.250 to 1

 	
  

 
	
 June 30,
 2012

 	
  

 	
  

 	
 3.50 to 1

 	
  

 
	
 September
 30, 2012

 	
  

 	
  

 	
 3.50 to 1

 	
  

 
	
 December 31,
 2012

 	
  

 	
  

 	
 3.250 to 1

 	
  

 
	
 March 31,
 2013

 	
  

 	
  

 	
 3.250 to 1

 	
  

 
	
 June 30,
 2013

 	
  

 	
  

 	
 3.250 to 1

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Actual
 Computation: _______________: 1

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
 Consolidated
 Senior Funded Debt

 (as of the end of the applicable Test Period):

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
 # 1 Divided by: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 Consolidated
 Adjusted EBITDA

 	
  

 	
 $

 	
 ________________

 	
  

 






	
  

 	
  

 
	
  

 	
 Consolidated
 Adjusted EBITDA Computation (for the applicable Test
 Period):

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
 Net Income

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
 Plus: to the
extent deducted in determining Net Income and Consolidated EBITDA for such
period: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 a.

 	
  

 	
 Interest Expense

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 b.

 	
  

 	
 Tax expense

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 c.

 	
  

 	
 Amortization and Depreciation expenses

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 d.

 	
  

 	
 Non-cash compensation for issuance of
 Equity Interests and Capital Securities

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 e.

 	
  

 	
 Non-cash extraordinary or non-recurring
 non-cash charges or non-cash losses

 	
  

 	
 $

 	
 ________________

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1

 	
 Per
 definitions in, and as determined by, the Credit Agreement.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 f.

 	
  

 	
 Non-cash charges under Rate Management
 Agreements

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 Subtotal (2a + 2b + 2c + 2d + 2e + 2f) =

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
  

 	
 Minus: to the
extent included in Net Income and Consolidated EBITDA for such period: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 a.

 	
  

 	
 Non-cash extraordinary or non-cash
 non-recurring income or gains

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 b.

 	
  

 	
 Gains from sales of capital Property

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 c.

 	
  

 	
 Gains from write-up of Property

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
  

 	
 Subtotal (4a + 4b + 4c) =

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
  

 	
 Total (1 + 3 - 5) =

 	
  

 	
 $

 	
 ________________

 	
  

 






	
  

 	
  

 	
  

 
	
 II.

 	
 Minimum
 Fixed Charge Coverage Ratio:

 
	
  

 	
  

 
	
  

 	
 A.

 	
 Computation
 Date: For Test Period Ended _______________,
 20___

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Required
 Covenant:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Computation Date

 	
  

 	
 Maximum Leverage

 Ratio

 	
  

 
	


 	
  

 	


 
	
 March 31,
 2012 and each Computation Date thereafter

 	
  

 	
  

 	
 1.20 to 1

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Actual Computation:
 _______________________ : 1

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
 Consolidated Adjusted EBITDA (as computed
 under I above) for the Test Period

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
 Minus: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 a.

 	
  

 	
 Cash Non-financed Capital Expenditures for
 such Test Period

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 b.

 	
  

 	
 Income, franchise, commercial activity
 Taxes or equivalent income-type Taxes paid in cash for such Test Period

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 Subtotal (1 – 2a – 2b)  =

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
  

 	
 #3 Divided by (the sum of): 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 a.

 	
  

 	
 Consolidated Fixed Charges (see below) for
 the Test Period

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 b.

 	
  

 	
 Dividends or distributions (including Share
 Repurchases) paid by Parent to its stockholders in cash for the Test Period

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
  

 	
 Subtotal (4a + 4b) =

 	
  

 	
 $

 	
 ________________ 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
  

 	
 Ratio (3 ÷ 5) =

 	
  

 	
 $

 	
 ________________ 

 	
  

 













	
  

 	
  

 
	
  

 	
 Consolidated
 Fixed Charges Computation (for the applicable Test
 Period):

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
  

 	
 Interest
 Expense paid in cash

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Plus: 

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
  

 	
 Scheduled
 payments of principal on Indebtedness for Borrowed Money, including principal
 component of any Capital Lease

 	
  

 	
 $

 	
 ________________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
  

 	
 Total (1 +
 2) =

 	
  

 	
 $

 	
 ________________

 	
  

 






	
  

 	
  

 
	
 III.

 	
 Limitation
 on Capital Expenditures:

 






	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Computation
 Date: For Test Period Ended ______________,
 20__

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Required
 Covenant:

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Computation Date

 	
  

 	
 Maximum Aggregate

 Cumulative Capital

 Expenditures

 	
  

 
	

 


 	
  

 	

 


 	
  

 
	
 For each
 Fiscal Year ending on or after December 31, 2010

 	
  

 	
 $

 	
 4,000,000

 	
  

 


          C. Actual
Amount: $__________ [which is net of
the aggregate costs of the 7100 Grade Lane Real Property Acquisition of
$_________________]. 


IV. Further Description. If there is not compliance with any
Financial Covenant, below (i) sets forth what action the Credit Parties have
taken or propose to take with respect thereto and (ii) explains the variances
of the figures in the Financial Statements from the Projections (as defined in
the Credit Agreement). Also below is a description and analysis of all material
trends, changes, and development in each and all Financial Statements:






Schedule C

to

Compliance Certificate


(Summaries of Accounts Receivable, Accounts Payable, and Inventory
Values)





Schedule D

to

Compliance Certificate


(Projections)