Exhibit 10.3



 BB&T

PROMISSORY NOTE


Borrower: INDUSTRIAL
SERVICES OF AMERICA, INC.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Account Number:

 	
  

 	
  

 	
  

 	
 Note Number:

 
	
         9580514992                      

 	
  

 	
  

 	
  

 	
         00019                      

 
	
 Address: 7100 Grade Lane,
 Bldg 1

 	
  

 	
  

 	
  

 	
 Louisville, Kentucky

 
	
 Louisville, KY 40213-3424

 	
  

 	
  

 	
  

 	
 Date:           

 	
 April 13, 2010

 



THE UNDERSIGNED BORROWER
REPRESENTS THAT THE LOAN EVIDENCED HEREBY IS BEING OBTAINED FOR
BUSINESS/COMMERCIAL OR AGRICULTURAL PURPOSES AND NOT FOR PERSONAL, FAMILY, OR
HOUSEHOLD PURPOSES. For value received, the undersigned, jointly and severally,
if more than one, promises to pay to BRANCH
BANKING AND TRUST COMPANY, a North Carolina banking corporation (the
“Bank”), or order, at any of Bank’s offices in the above referenced city (or
such other place or places that may be hereafter designated by Bank), the sum
of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000), in immediately available
coin or currency of the United Stales of America. 


o Borrower shall pay a prepayment fee as
set forth in the Prepayment Fee Addendum attached to this Promissory Note (this
“Note”). Interest shall accrue from the date
hereof on the unpaid balance outstanding from time to time at the: 


	
  

 	
  

 
	
 o

 	
 Fixed rate of _____% per
 annum. 

 
	
  

 	
  

 
	
 o

 	
 Variable rate of the
 Bank’s Prime Rate plus ____% per annum to be adjusted ____ as the Bank’s
 Prime Rate changes. If checked here o, the interest rate will not exceed a(n) o fixed o average maximum rate of ____% or a o floating maximum rate of the greater of
 _____% or the Bank’s Prime Rate; and the interest rate will not decrease
 below a fixed minimum rate of ____%. If an average maximum rate is specified,
 a determination of any required reimbursement of interest by Bank will be
 made: o
 when Note is repaid in full by Borrower d annually beginning on _____. 

 
	
  

 	
  

 
	
 o

 	
 Fixed rate of _____% per
 annum through _____ which automatically converts on _____ to a variable rate
 equal to the Bank’s Prime Rate plus _____% per annum which shall be adjusted
 as such Prime Rate changes.

 
	
  

 	
  

 
	
x

 	
 The Adjusted LIBOR Rate,
 as defined in the attached Addendum to Promissory Note. 

 


PRINCIPAL AND INTEREST ARE PAYABLE AS FOLLOWS:


x         Principal (plus any
accrued interest not otherwise scheduled herein)     }     is due in full at maturity on April 13,
2013. 









	
  

 	
  

 
	
 o

 	
 Principal plus accrued
 interest 

 
	
  

 	
  

 
	
 o

 	
 Payable in consecutive
 _____ installments of o Principal 

 
	
  

 	
  

 
	
 o

 	
 Principal and Interest     }     commencing
 on _____ and continued on the same day of each calendar period thereafter, in
 _____ equal payments of $______, with one final payment of all remaining
 principal and accrued interest due on ___________.

 
	
  

 	
  

 
	
 x

 	
 Accrued interest is
 payable monthly commencing on May 13, 2010 and continuing on the same day of
 each calendar period thereafter, with one final payment of all remaining
 interest due on April 13, 2013. 

 
	
  

 	
  

 
	
 o

 	
 Bank reserves the right in
 its sole discretion to adjust the fixed payment due hereunder ______ on _____
 and continuing on the same day of each calendar period thereafter, in order
 to maintain an amortization period of no more than _____ months from the date
 of this Note. Borrower understands the payment may increase if interest rates
 increase. 

 
	
  

 	
  

 
	
 o

 	
 Prior to an event of
 default, Borrower may borrow, repay, and reborrow hereunder pursuant to the
 terms of the Loan Agreement hereinafter defined. 

 
	
  

 	
  

 
	
 o

 	
 _____

 
	
  

 	
  

 
	
 o

 	
 Borrower hereby authorizes
 Bank to automatically draft from its demand, deposit, or savings accounts)
 with Bank or other bank, any payment(s) due under this Note on the date(s)
 due. Borrower shall provide appropriate account number(s) for account(s) at
 Bank or other bank. 

 



Borrower shall pay to Bank,
or order, a late fee in the amount of five percent (5%) of any installment past
due for ten (10) or more days. When any installment payment is past due for ten
(10) or more days, subsequent payments shall first be applied to the past due
balance. In addition, the undersigned shall pay to Bank a returned payment fee
if the undersigned or any other obligor hereon makes any payment at any time by
check or other instrument, or by any electronic means, which is returned to
Bank because of nonpayment due to nonsufficient funds.


All interest shall be
computed and charged for the actual number of days elapsed on the basis of a
year consisting of three hundred sixty (360) days. In the event periodic
accruals of interest shall exceed any periodic fixed payment amount described
above, the fixed payment amount shall be immediately increased, or additional
supplemental interest payments required on the same periodic basis as specified
above (increased fixed payments or supplemental payments to be determined in
the Bank’s sole discretion), in such amounts and at such times as shall be
necessary to pay all accruals of interest for the period and all accruals of
unpaid interest from previous periods. Such adjustments to the fixed payment
amount or supplemental payments shall remain in effect for so long as any
interest accruals shall exceed the original fixed payment amount and shall be
further adjusted upward or downward to reflect changes in any variable interest
rate; provided that unless elected otherwise above, the fixed payment amount
shall not be reduced below the original fixed payment amount. However, Bank
shall have the right, in its sole discretion, to lower the fixed payment amount
below the original payment amount.


This Note is given by the
undersigned in connection with the following agreements (if any) between the
undersigned and the Bank: Mortgage(s) or Deed(s) of Trust granted in favor of
Bank as mortgagee/ beneficiary and related assignments of leases and rents and
environmental certificates, all as more particularly described in a
modification and cross-collateralization agreement of even date herewith among
Borrower, Bank and the affiliates of Borrower identified therein (the
“Modification Agreement”). 





See Addendum to Promissory
Note attached hereto and incorporated herein by reference.


Security
Agreement(s) conveying a security interest to Bank: 


	
  

 	
  

 
	
 x

 	
 dated April 13, 2010,
 given by Borrower.

 
	
  

 	
  

 
	
 x

 	
 dated the dates described
 in the Modification and Cross-Collateralization Agreement, among Borrower,
 ISA Real Estate, LLC, ISA Indiana Real Estate, LLC, 7021 Grade Lane LLC and
 Bank (the “Modification Agreement”). 

 
	
  

 	
  

 
	
 o

 	
 Securities Account Pledge
 and Security Agreement dated ______, executed by _____. 

 
	
  

 	
  

 
	
 o

 	
 Control Agreement(s) dated
 _____,
 covering               
 o
 Deposit
 Account               
 o
 Investment Property 

 
	
  

 	
  

 
	
 o

 	
 Letter of Credits
 Rights          o      Electronic
 Chattel Paper 

 
	
  

 	
  

 
	
 o

 	
 Assignment of Certificate
 of Deposit, Security Agreement, and Power of Attorney (for Certified
 Certificates of Deposit) dated ______, executed by ____. 

 
	
  

 	
  

 
	
 o

 	
 Pledge and Security
 Agreement for Publicly Traded Certificated Securities dated ______, executed
 by _____. 

 
	
  

 	
  

 
	
 o

 	
 Assignment of Life
 Insurance Policy as Collateral dated ______, executed by _____.

 
	
  

 	
  

 
	
 x

 	
 Loan Agreement and
 Schedule “DD” dated April 13, 2010, executed by Borrower, by Bank and by
 BB&T Bankcard Corporation.

 
	
  

 	
  

 
	
 x

 	
 Modification Agreement.

 
	
  

 	
  

 
	
 x

 	
 Commitment letter dated
 March 10, 2010, executed by Borrower. 

 



All of the terms, conditions
and covenants of the above described agreements (the “Agreements”) are
expressly made a part of this Note by reference in the same manner and with the
same effect as if set forth herein at length, and any holder of this Note is
entitled to the benefits of and remedies provided in the Agreements and any
other agreements by and between the and undersigned and the Bank. In addition
to Bank’s right of set-off and to any liens and security interests granted to
Bank in the Agreements, the undersigned her by grants to Bank a security
interest in all of its deposit accounts with and investment property held by
Bank, which shall serve as collateral for the indebtedness and obligations
evidenced by this Note.


No delay or omission on the
part of the holder in exercising any right hereunder shall operate as a waiver
of such right or of any other right of such holder, nor shall any delay,
omission or waiver on any one occasion be deemed a bar to or waiver of the same
or of any other right on any future occasion. Every one of the undersigned and
every endorser or guarantor of this note regardless of the time, order or place
of signing waives presentment, demand, protest and notices of every kind and
assents to any one or more extensions or postponements of the time of payment
or any other indulgences, to any substitutions, exchanges or releases of
collateral if at any time there be available to the holder collateral for this
Note, and to the additions or releases of any other parties or persons
primarily or secondarily liable.


The failure to pay any part
of the principal or interest when due on this Note or to fully perform any
covenant, obligation or warranty on this or on any other liability to the Bank
by any one or 





more of the undersigned, by
any affiliate of the undersigned (as defined in II USC Section (101)(2)), or by
any guarantor or surety of this Note (said affiliate, guarantor, and surety are
herein called “Obligor”); or if any financial statement or other representation
made to the Bank by any of the undersigned or any Obligor shall be found to be
materially incorrect or incomplete; or if any of the undersigned shall fail to
furnish information and documentation to the Bank sufficient to verify the
identity of the undersigned as required under the USA Patriot Act; or in the
event of a default under any of the Agreements or any other obligation of any
of the undersigned or any Obligor; or should the Bank demand that the
undersigned secure or provide additional security for its obligations under
this Note and security deemed adequate and sufficient by the Bank is not given
when demanded; or in the event one or more of the undersigned or any Obligor
shall die, terminate its existence, allow the appointment of a receiver for any
part of its property, make an assignment for the benefit of creditors, or
should a proceeding under bankruptcy or insolvency laws be initiated by or
against any of the undersigned or any Obligor; or should the Bank in good faith
otherwise deem itself, its security interests, or any collateral unsafe or
insecure; or should the Bank in good faith believe that the prospect of payment
or other performance is impaired; or if there is an attachment, execution, or
other judicial seizure of all or any portion of the Borrower’s or any Obligor’s
assets, including an action or proceeding to seize any funds on deposit with
the Bank, and such seizure is not discharged within 20 days; or if final
judgment for the payment of money shall be rendered against the Borrower or any
Obligor which is not covered by insurance or debt cancellation contract and .
hall remain undischarged for a period of 30 days unless such judgment or
execution thereon is effectively stayed; or should any guarantor terminate any
guaranty agreement given in connection with this Note, then any one of the same
shall be a material default hereunder and this Note and other debts due the
Bank by any one or more of undersigned shall immediately become due and payable
at the option of the Bank without notice or demand of any kind, which is hereby
waived. From and after any event of default hereunder, interest shall accrue on
the sum of the principal balance and accrued interest then outstanding at the
variable rate equal to the Bank’s Prime Rate plus 5% per annum (“Default Rate”)
until such principal and interest have been paid in full, provided that such
rate shall not exceed at any time the highest rate of interest permitted by the
laws of the Commonwealth of Kentucky; and further provided that such rate shall
apply after judgment. In addition, upon default, the Bank may pursue its full
legal remedies at law or equity, and the balanced due hereunder may be charged
against any obligation of the Bank to any party including any Obligor. Bank
shall not be obligated to accept any check, money order, or other payment
instrument marked “payment in full” on any disputed amount due hereunder, and
Bank expressly reserves the right to reject all such payment instruments.
Borrower agrees that tender of its check or other payment instrument so marked
will not satisfy or discharge its obligation under this Note, disputed or
otherwise, even if such check or payment instrument is inadvertently processed
by Bank unless in fact such payment is in fact sufficient to pay the amount due
hereunder. 


WAIVER OF TRIAL BY JURY. UNLESS EXPRESSLY PROHIBITED BY
APPLICABLE LAW, THE UNDERSIGNED HEREBY WAIVE THE RIGHT TO TRIAL BY JURY OF ANY
MATTERS OR CLAIMS ARISING OUT OF THIS NOTE OR ANY LOAN DOCUMENT EXECUTED IN
CONNECTION HEREWITH OR OUT OF THE CONDUCT OF THE RELATIONSHIP BETWEEN THE
UNDERSIGNED AND BANK. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO MAKE
THE LOAN EVIDENCED BY THIS NOTE. FURTHER, THE UNDERSIGNED HEREBY 





CERTIFY THAT NO REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S
COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT BANK WOULD NOT SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION IN THE EVENT OF
LITIGATION. NO REPRESENTATIVE OR AGENT OF BANK, NOR BANK’S COUNSEL, HAS THE
AUTHORITY TO WAIVE, CONDITION OR MODIFY THIS PROVISION. 


Unless otherwise required
under a Loan Agreement, if applicable, and as long as any indebtedness
evidenced by this Note remains outstanding or as long as Bank remains obligated
to make advances, the undersigned shall furnish annually an updated financial
statement in a form satisfactory to Bank, which, when delivered shall be the
property of the Bank.


The term “Prime Rate,” if
used herein, means the rate of interest per annum announced by the Bank from
time to time and adopted as its Prime Rate at its executive offices in
Winston-Salem, North Carolina. The Prime Rate is one of several rate indexes
employed by the Bank when extending credit, and not necessarily the lowest
rate. Any change in the interest rate resulting from a change in the Bank’s
Prime Rate shall become effective as of the opening of business on the
effective date of the change. If this Note is placed with an attorney for
collection, the undersigned agrees to pay, in addition to principal, interest,
and late fees, if any, all costs of collection, including but not limited to
reasonable attorneys’ fees. All obligations of the undersigned and of any
Obligor shall bind his heirs, executors, administrators, successors, and/or
assigns. Use of the masculine pronoun herein shall include the feminine and the
neuter, and also the plural. If more than one party shall execute this Note,
the term “undersigned” as used herein shall mean all the parties signing this
Note and each of them, and all such parties shall be jointly and severally obligated
hereunder. Wherever possible, each provision of this Note shall be interpreted
in such a manner to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under such law, such
provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note. All of the undersigned hereby waive all
exemptions and homestead laws. The proceeds of the loan evidenced by this Note
may be paid to any one or more of the undersigned.


From time to time the
maturity date of this Note may be extended, or this Note may be renewed in
whole or in part, or a new note of different form may be substituted for this Note,
or the rate of interest may be modified, or changes may be made in
consideration of loan extensions, and the holder hereof, from time to time may
waive or surrender, either in whole or in part any rights, guaranties, secured
interest, or liens, given for the benefit of the holder in connection with the
payment and the securing the payment of this Note; but no such occurrence shall
in any manner affect, limit, modify, or otherwise impair any rights, guaranties
or security of the holder not specifically waived, released, or surrendered in
writing, nor shall the undersigned makers, or any obligor, either primarily or
contingently, be released by reason of the occurrence of any such event. The
holder hereof, from time to time, shall have the unlimited right to release any
person who might be liable hereon, and such release shall not affect or
discharge the liability of any other person who is or might be liable hereon.
No waivers and modifications shall be valid unless in writing and signed by the
Bank. The Bank may, at its option, charge any fees for the modification,
renewal, extension, or amendment of any of the terms of the Note permitted by
law. In case of a conflict between the terms of this Note and the Loan
Agreement executed in connection herewith, the priority of control ling terms
shall be first this Note, then the Loan 





Agreement. This Note shall
be governed by and construed in accordance with the laws of Kentucky. 


(SIGNATURES ON FOLLOWING PAGE)





BB&T


PROMISSORY NOTE SIGNATURE PAGE


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Borrower: 

 	
 INDUSTRIAL SERVICES OF
 AMERICA, INC

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 	
  

 
	
 Account Number:

 	
    9580514992

 	
  

 	
 Note Number: 

 	
 0019

 
	
  

 	
  

 	
  

 	

 


 	
  

 	
  

 	
  

 	

 


 
	
 Note Amount: 

 	
  

 	
    $20,000,000.00

 	
  

 	
 Date: 

 	
 April 13, 2010

 
	
  

 	

 


 	
  

 	
  

 	

 


 



Notice of Rights to Copy of Appraisal: If a 1-4 family residential dwelling is
pledged as collateral for this Note, you, the undersigned, have a right to a
copy of the real estate appraisal report used in connection with your
application for credit. If you wish to receive a copy, please notify in writing
the branch office where you applied for credit. You must forward your request
to the Bank no later than 90 days after the date of this Note. In your request
letter, please provide your name, mailing address, appraised property address,
the date of this Note, and the Account and Note Numbers shown on the front of
this Note.  


IN WITNESS WHEREOF, the
undersigned, on the day and year first written above, has caused this note to
be executed under seal. 



	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If
 Borrower is a Corporation:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 INDUSTRIAL SERVICES OF
 AMERICA, INC.

 
	
  

 	
  

 	

 


 
	
 WITNESS

 	
  

 	
 Name
 of Corporation

 
	
  

 	
  

 	
  

 	
  

 
	
 /s/
 David Saffer

 	
  

 	
 By:

 	
 /s/ Harry Kletter

 
	

 


 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Harry Kletter, Chief Executive Officer

 


If Borrower is a Partnership, Limited Liability
Company, Limited Liability Partnership or

 Limited Liability Limited Partnership


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (SEAL)

 
	
  

 	

 


 	
  

 



WITNESS: 









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 	
 (SEAL)

 
	

 



 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 	
 (SEAL)

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 	
 (SEAL)

 
	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 


If Borrower is an Individual:


WITNESS:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

  


 	
  

 	

  


 	
  (SEAL)

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Enter
 Name

 	
  

 









Additional Co-makers:


WITNESS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (SEAL)

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Enter
 Name

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (SEAL)

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Enter
 Name

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (SEAL)

 
	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Enter
 Name

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (SEAL)