Exhibit 10.2  


SCHEDULE “DD” TO BB&T LOAN AGREEMENT


This Schedule “DD” is an
attachment to and a part of the Loan Agreement (the “Loan Agreement”) dated
April 13, 2010 between Branch Banking and Trust Company (“Bank”) and Industrial
Services of America, Inc. (“Borrower”). 


Definitions. In addition to the words and
terms defined elsewhere in this Schedule DD, the Loan Agreement and the Uniform
Commercial Code of Kentucky, as amended from time to time, (the “UCC”)
the following terms shall have the following specified meanings: 


Account Debtor. Any Person obligated to
Borrower on an Account. 


Account(s). Any right to payment of a monetary
obligation, whether or not earned by performance, including without limitation
any receivable, contract right, note, draft, instrument, acceptance, chattel
paper, lease, or other writing or open account resulting from the sale, lease,
license, assignment or other disposal of property by Borrower, or from services
rendered or to be rendered by Borrower. 


Advance Rate. The percentage of the total
value of Eligible Accounts, Eligible Inventory, Eligible Export-Related
Accounts, Eligible Export-Related Inventory, or Other Collateral Bank will lend
to Borrower, as set forth in Section DD.02. 


Asset Based Lending Credit Line Sweep Services Agreement.
If applicable, that agreement between Bank and Borrower whereby Borrower agrees
that all remittances in payment of Accounts shall be deposited in its
designated Collateral Reserve Account or Operating Account, as applicable, and
shall be administered and applied in accordance with the ABL Credit Line Sweep
Services Agreement. This agreement is to be read in conjunction with, and is a
part of, the Treasury Management Agreement, the Loan Agreement and this
Schedule DD. 


Asset Based Sweep Services Attachment. If
applicable, that agreement between Bank and Borrower whereby Borrower agrees
that all remittances in payment of Accounts which are deposited to the
Collateral Reserve Account will be applied to the outstanding Line of Credit,
as well as other provisions of the Loan Documents. This agreement is to be read
in conjunction with, and is a part of, the Treasury Management Agreement, the
Loan Agreement, and this Schedule DD. 


Availability. The lesser of the Bank’s Line of
Credit or Collateral Loan Value reduced by (i) the principal balance
outstanding under the Line of Credit, (ii) the Letter of Credit Exposure
Reserve, and (iii) the Availability Reserve as determined by Bank from the most
recent Loan Base Report and otherwise in the sole discretion of the Bank after
consideration of Collections. 


Availability Reserve. A reserve against
Availability determined by Bank in its sole discretion from time to time to
reflect events, conditions, contingencies or risks or other loans of Bank which
without limitation do or may affect the Collateral Loan Value, the business
prospects of Borrower or any Account Debtor, or the security interest of Bank,
including enforceability, perfection and the priority thereof. 


Bill and Hold. An Account generated by the sale
of goods for which an invoice has been issued to the buyer, but the goods
represented by such Account remain undelivered to the buyer and/or under the
control of Borrower or Borrower’s representative. 


Collateral. Collateral shall mean the assets
and property described in the Security Agreement including, without limitation,
Borrower’s Accounts, Inventory and Other Collateral. 


Collections. Collections shall be deemed to
include Proceeds of Collateral, in any form received by Bank pursuant to a
Lockbox Agreement, or deposited in a Collateral Reserve Account or an 





Operating
Account or other account maintained with Bank, or any other account maintained
for the benefit of the Bank, such as a blocked account, which Collections shall
be the exclusive and sole property of Bank to the extent applied to the
outstanding balance of the Line of Credit. 


Collateral Loan Value. The aggregate value of
the Advance Rate as applied to the Eligible Accounts, and/or Eligible
Export-Related Accounts, the Advance Rate as applied to the Eligible Inventory
and/or Eligible Export-Related Inventory and the Advance Rate applied to the
value of Other Collateral, if any. 


Collateral Reserve Account. The demand deposit
account maintained with Bank by Borrower into which all proceeds of the
Collateral shall be deposited and to which only Bank will have access. On the
date hereof, the Collateral Reserve Account number with respect to the Line of
Credit (domestic and/or foreign) is 5184608415 (domestic) and (foreign)
and shall be deemed to include any substitute or replacement account at Bank. 


Contra Account. An Account subject to offset,
in the sole discretion of Bank, by an Account Debtor of Borrower. 


Credit Insurance. A policy of credit
insurance, satisfactory to Bank, insuring Accounts collaterally assigned to
Bank naming Bank as a “loss payee.” 


Cross Aging Rule. Should any Account due
Borrower from an Account Debtor have 50% (upon notice, such other percentage as
Bank in its discretion shall determine) or more of their total aggregate
Accounts aged in excess of the Eligibility Period, then all Accounts from such
Account Debtor shall be deemed ineligible. 


Eligible Account and/or Eligible Inventory. An
Eligible Account is an Account which is not an Ineligible Account, as defined in
Section DD.03 hereof; and Eligible Inventory is Inventory which is not
Ineligible Inventory, as defined in Section DD.04 hereof. 


Eligible Export-Related Account and/or Eligible Export-Related
Inventory. An Eligible Export-Related Account is a
foreign account which is not an Ineligible Foreign Account, as defined in
Section DD.03 hereof; and Eligible Export-Related Inventory is Inventory which
is not Ineligible Export-Related Inventory as defined in Section DD.04 hereof. 


Eligibility Period. The Eligibility Period for
any Account shall mean not more than 90 days from the original invoice date. 


Exam. Exam means those examinations on the
premises of Borrower or wherever books, records, or Collateral are located,
however maintained, including but not limited to the inspection of Inventory,
and standard testing of such books and records by Bank’s representatives, at
any time during normal business hours of Borrower, with or without prior notice
to Borrower from Bank, as provided in Section DD.06(b). 


Excess Inventory. That level of Inventory on
hand determined by Bank to be in excess of a twelve (12) month supply of
Borrower’s requirements therefor unless, upon written notice by Bank, Bank in
its discretion shall determine a greater or lesser level of Inventory. 


Fees. Those fees which Borrower will pay to
Bank in conjunction with Bank’s asset based lending services as set forth in
Section DD-07 hereof, whether or not actual loan obligations exist, while the
Loan Agreement is in force.

Foreign Accounts. Any Account due from any Person
located outside the fifty states comprising the United States of America and
the District of Columbia unless the Account is due from a Person located in a
country, commonwealth and/or possession identified in Section DD.02(f) hereof.  


Government Account. Any Account owed by the
United States of America or any slate or political subdivision thereof, or any
department, agency, authority, board or instrumentality 





thereof. 


Ineligible Accounts and/or Ineligible Inventory.
Shall have the meanings given in Sections DD.03 and DD.04 hereof. 


Ineligible Export-Related Accounts and/or Ineligible Export-Related
Inventory. Shall have the meaning given in Sections
DD.03 and DD.04 hereof. 


Intellectual Property. Property of any Person
constituting under any applicable federal or state law a patent, copyright,
trademark, service mark, trade name, trade secret, or license or other right to
use any of the foregoing. 


Inter-Company Account. Any Account from any
Account Debtor with Borrower in any manner including, without limitation, as
owner, member, partner, shareholder, officer, director, employee, agent, or
which is an affiliate of Borrower. 


Inventory. Goods which are leased or held by
Borrower for sale or lease as lessor or furnished under a contract of service,
and shall include goods, finished goods, raw materials, work-in-process, and
materials to be used and/or consumed in a business and proceeds thereof
including Accounts and Chattel Paper. 


Inventory Caps. The maximum loan amount Bank
may lend against the Eligible Inventory and/or Eligible Export-Related
Inventory, as set forth in Section DD.02(c) and (d). 


Letter of Credit. Any Letter of Credit issued
by Bank on behalf of Borrower, as Applicant; provided, however, inclusion of
this definition shall not imply, or be construed as, a commitment by Bank to
issue any Letters of Credit. 


Letter of Credit Exposure Reserve. At any
given date, the aggregate face amount of outstanding Letters of Credit on such
date plus the aggregate amount of drafts drawn under or purporting to be drawn
under Letters of Credit that have been paid by Bank and for which Bank has not
been reimbursed. 


License Agreement. An agreement between
Borrower and Licensor pursuant to which Borrower is authorized to use such
Licensor’s Intellectual Property in connection with the manufacturing, sale or
other transfer or distribution of Inventory. 


Licensor. Any Person from whom Borrower
obtains a License Agreement. 


Licensor/Bank Agreement. An agreement
satisfactory to Bank among Borrower, Bank and Licensor pursuant to which
Licensor consents and authorizes Bank to enforce its security interests and
liens against Inventory with the benefit of the Intellectual Property
regardless of whether Borrower has defaulted under a License Agreement
therefor. 


Line of Credit. The amount of each Line of
Credit (domestic and/or foreign) approved by Bank and set forth in the Loan
Agreement. 


Loan Base Report. That report on Bank’s
standard form, or in a form otherwise acceptable to Bank, to be prepared,
signed, dated and delivered by Borrower in accordance with Bank’s instructions,
and submitted to Bank by Borrower at specified intervals and/or occasions, and
detailing pertinent information as regards Accounts and/or Inventory and/or
Other Collateral, Reserves, Collateral Loan Value, outstanding Line of Credit
balance, and Availability. 


Lockbox Agreement. That agreement on Bank’s
standard form, or in a form otherwise acceptable to Bank, to be executed by
Borrower relating to the provision for lockbox services and requirements. 


Operating Account. Operating Account shall
mean the Borrower’s demand deposit account at any time with Bank, currently
account number 5280498205 or any substitute or replacement account at
Bank. 


Other Collateral. Collateral that shall be
included in Collateral Loan Value, other than Accounts 





or Inventory,
as specifically approved and determined by Bank in its sole discretion. 


Person. Any individual, corporation, general
or limited partnership, limited liability company or partnership, limited
liability limited partnership, trust, unincorporated organization, association,
joint venture, or a state or federal government agency or political subdivision
thereof. 


Proceeds. Proceeds shall have the meaning
given to it under the UCC and shall include without limitation the collections
and distributions of Collateral, cash or non-cash. 


Reserves. Aggregate deductions from the
Collateral Loan Value and/or Availability as determined by Bank from time to
time, including, but not limited to, Letter of Credit Exposure Reserve and the
Availability Reserve. 


Advance Rates/Advances/ Prepayment and Other Provisions.



          Bank
agrees that the Advance Rates to be used to calculate the Collateral Loan Value
shall be: 


80% against the Eligible Accounts. 


0% against the Eligible Export-Related
Accounts 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Against
the Eligible Inventory as follows: 

 	
  

 	
  

 	
  

 	
 Inventory Sublimits: 

 
	
  

 
	
      0%

 	
  

 	
 Finished
 Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
     55%

 	
  

 	
 Raw
 Materials Inventory

 	
  

 	
 $

 	
 10,000,000.00

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Work in
 Process Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 In Transit
 Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Other
 Eligible Inventory {Describe}

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subtotal:

 	
  

 	
 $

 	
 10,000,000.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 

 



Against Eligible Export-Related
Inventory as follows:  


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Finished
 Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Raw
 Materials Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Work in
 Process Inventory

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
      0%

 	
  

 	
 Other
 Eligible Inventory {Describe}

 	
  

 	
 $

 	
  

 
	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Subtotal:

 	
  

 	
 $

 	
  

 



Inventory
values will not exceed the lower of cost or market and, if required by Bank,
will be reduced by the LIFO reserve. The aggregate loan advances against
Eligible Inventory shall not exceed at any time the foregoing Inventory
Sublimits or Subtotals or an Aggregate Inventory Sublimit of $10,000,000.00
(the “Inventory Caps”); provided however, notwithstanding the foregoing, the
aggregate advances against Eligible Inventory shall not exceed in amount at any
time the aggregate advances against Eligible Accounts. The aggregate loan
advances against Eligible Accounts from North American Stainless shall not
exceed at any time the amount of any current trade credit insurance provided to
Borrower, less any reserves for loss sharing responsibility, required by the
insurer, from an insurer and upon terms satisfactory to Bank including naming
Bank as an additional insured and providing a certificate of such to Bank. 


Other
Collateral shall be included in the Collateral Loan Value as approved by Bank
from time to time, together with an Advance Rate determined by Bank from time
to time.

Any Account due from a Person located in the following identified
countries, commonwealths, and/or possessions shall not be deemed a Foreign
Account: (list). 


Notwithstanding
that the following Account Debtor(s) shall be ineligible pursuant to the terms
hereof, such Account Debtor(s) shall nonetheless be deemed eligible by Bank,
subject to any limitations and/or advance provisions set forth below, until
Bank, upon written notice, in its sole discretion, shall provide otherwise: 









	
  

 	
  

 
	
 Account Debtor/Address

 	
 Limitations/Advance Provisions

 



Bank reserves
the right, upon notice, in its sole discretion, to amend the Eligibility Period,
Inventory Caps, Reserves, or the provisions of Section DD.02(f) and (g) at any
time; and, the Loan Base Report, upon receipt by Bank, shall be subject to
Bank’s satisfactory review, acceptance or correction. 


	
  

 	
  

 
	
  

 	
 Bank agrees to (i) make
 advances under the Line of Credit automatically, without any request by
 Borrower upon the presentment of items drawn against Borrower’s Operating
 Account, provided the Availability, as shown upon a current acceptable Loan
 Base Report as required herein, and otherwise determined by Bank in its sole
 discretion after consideration of Collections, is sufficient to cover such
 advances, or (ii) fund the Operating Account based on request(s) for advances
 from Borrower orally or in writing provided the Availability is sufficient to
 cover such advances. Borrower shall submit a completed Loan Base Report to
 Bank as required, so long as the Line of Credit shall exist, regardless of
 the outstanding balance thereof. It is further provided that Borrower
 releases Bank from any liability or obligation for and agrees to indemnify
 and hold Bank harmless from and against any loss, cost, damage or expense
 (including Bank’s reasonable attorneys’ fees) incurred or suffered as a
 result of the payment by Bank of any item drawn against Borrower’s checking
 account that is subsequently determined to have been improperly paid for any
 reason, except for the gross negligence or willful misconduct of Bank. Bank
 also reserves the right, upon notice, in its sole discretion, to discontinue
 the automatic payment of items presented to Bank, and to require written or
 oral advance requests to be made by Borrower. 

 



Bank is
authorized (without any further request from Borrower) to advance on behalf of
Borrower as a Loan all sums required to be paid by Borrower to Bank in respect
of any Letter of Credit pursuant to the terms of the Application for Letter of
Credit (including all fees associated therewith), but Bank shall have no
obligation to make such a Loan. 


Bank may debit
the amount of any payment due under the Loan Agreement and this Schedule DD
from the Operating Account, any deposit account or loan account of Borrower
maintained with Bank, but Bank shall have no obligation to do so. 


If the
principal balance outstanding at any time under the Line of Credit exceeds the
lesser of the approved maximum amount of the Line of Credit or the Collateral
Loan Value reduced by the Reserves (herein an “Overadvance”), Borrower shall
immediately prepay the Line of Credit to the extent necessary to eliminate such
excess. For so long as the Overadvance shall exist and be continuing, and
without prejudice to any other rights Bank may have hereunder, Bank shall be
authorized upon written notice to Borrower to assess an overadvance fee as
determined by Bank in its discretion in an amount up to 1% of the Overadvance
but not less than $1,000.00, subject to such other minimum amount as
Bank in its discretion upon notice to Borrower shall determine. 


Ineligible Accounts. 


          Ineligible
Accounts shall include the following: 


The amount of
any Account outside of the Eligibility Period. 


Any Account
which is a Contra Account. 


Any Account
subject to the Cross Aging Rule. 


Any Account
which has been bonded or become subject to a suretyship or other similar
arrangement. 


Any Inter-Company
Account. 


Any Foreign
Account, including any Export-Related Account, unless such Account shall be
insured by Credit Insurance, or such Account shall be supported by a letter of
credit for the benefit of and acceptable to Bank, or such Account shall be
eligible pursuant to a duly executed Loan Authorization Agreement issued by the
Small Business Administration of the United States Government in favor of Bank,
or such Account is eligible pursuant to a duly executed Borrower Agreement
issued by the Export-Import Bank of the United States in favor of Bank, or such
Account is otherwise expressly approved in writing by the Bank. 





Any Account
representing a Bill and Hold or similar arrangement. 


Any Government
Account due from any branch, agency, or political subdivision of the State or
Federal Government, including without limitation, any municipality, county, or
board for which the proper Assignment of Claims form, governmental consents,
approvals, or Notice of Assignment form have not been fully executed or warrant
issued for payment thereof by the state if such assignments, consents,
approvals or warrants for payment shall be required by Bank in writing. 


Any Account
due from any government agency which, by contract, precludes and/or prohibits
the collateral assignment of such Account, unless otherwise expressly approved
by Bank in writing.

Any Account which, at the discretion of Bank, is deemed
doubtful for collection for any reason, including but not limited to, those
involving disputes, returns, credit worthiness, legal proceedings, whether in
process, pending or threatened, conditional payments, is not free of all liens,
encumbrances, charges, rights and interest except those in favor of Bank; or
represent deposits, retainages, or progress billings, or are not payable in
U.S. Dollars. 


That portion
of Accounts due from an Account Debtor (other than North American Stainless)
which is in excess of a concentration limit of twenty five percent (25%) of
Borrower’s aggregate dollar amount of all outstanding Accounts. 


That portion
of Accounts which represent a credit balance on any Account outside of the
Eligibility Period. 


Any Chattel
Paper unless expressly made an Eligible Account in writing by Bank. 


Any Account
otherwise deemed ineligible by Bank in its sole discretion. 


Any Account or
portion of an Account of an Account Debtor subject to a factoring, reverse
factoring or other similar agreement including Confirmed Invoices of North
American Stainless discounted per agreement of Borrower and Santander Factoring
y Confirming S.A. EFC (“Santander”). 


Bank reserves
the right, upon notice, in its sole discretion, to amend the terms of the
Ineligible Accounts at any time. 


Ineligible Inventory. 


Ineligible
Inventory shall include the following: 


Inventory not
legally owned by Borrower, including but not be limited to, goods on
consignment from any supplier, vendor, and/or individual, or goods on
demonstration and/or for trial, and not subject to the first lien priority
security interest in favor of Bank. 


Inventory not
in new and/or salable condition, including but not limited to, damaged goods,
goods used by Borrower and/or potential buyers, goods with missing
components/parts and not in a whole condition. 


Inventory
which has been held by Borrower more than 12 months without being sold and/or
leased. 


Inventory
representing work-in-process unless authorized by Bank pursuant to DD.02(c)
and/or (d). 


Inventory
deemed by Bank, at its sole discretion, to cause and/or represent unusual
danger to the health and/or safety of individual(s) and/or the environment. 


Inventory
which violates any federal law and/or laws of the city, county, or state where
the goods are stored. 


Inventory of
which Borrower is the legal owner but which is being stored and/or housed at a
location other than the place of business of Borrower or in transit (unless
otherwise approved by 





Bank in
writing including conditions thereof) or is otherwise authorized as set forth
hereinabove in Section DD.02(c) and/or (d). 


Inventory
deemed otherwise ineligible by Bank in its sole discretion. 


Inventory
subject to a security interest, lien or other encumbrance in favor of any other
Person.

Inventory, if Export-Related Inventory, unless such Inventory is
eligible pursuant to a duly executed Loan Authorization Agreement issued by the
Small Business Administration of the United States Government in favor of Bank,
or such Inventory is eligible pursuant to a duly executed Borrower Agreement
issued by the Export-Import Bank of the United States in favor of Bank, or such
Inventory is otherwise expressly approved in writing by Bank. 


Inventory
determined by Bank to be Excess Inventory. 


Inventory
subject to a License Agreement for which Bank shall have required in writing a
Licensor/Bank Agreement and such agreement shall not have been obtained. 


Bank reserves
the right, upon notice, in its sole discretion, to amend the terms of the
Ineligible Inventory at any time. 


Proceeds of Collateral and Application of Proceeds.
(Check either (b) or (c); and (a) if applicable.) 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
  (a)

 	
 Borrower
 shall execute a Lockbox Agreement with Bank and shall notify, or cause to be
 notified, all Account Debtors to forward all remittances to the lockbox in
 accordance with such Lockbox Agreement. Customer shall pay all costs of such
 lockbox, including set up and administration thereof. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 x

 	
  (b)

 	
 Borrower
 agrees to deposit all Proceeds of the Collateral in a Collateral Reserve
 Account at Bank. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
  (c)

 	
 Borrower
 agrees to deposit all Proceeds of the Collateral in an Operating Account. 

 



Borrower
agrees that all Proceeds shall be applied as described in the Loan Documents
(including the Asset-Based Sweep Services Attachment or the ABL Credit Line
Sweep Services Agreement, if applicable). Bank reserves the right, in its sole
discretion, to require Borrower to implement DD.05 (b) and/or DD.05 (a)
immediately upon written notification from Bank. 


Reporting / Exam. 


Reporting. (Check all that apply) 


Borrower shall
provide the following reports, financial statements, list of Account Debtors
and addresses and other reports to Bank upon execution hereof and thereafter as
indicated below (herein the “Required Information”). Unless and until the Bank
shall agree otherwise, such Required Information shall be submitted to Bank
electronically in non-scanned PDF format acceptable to Bank via the internet as
an electronic record thereof or in such other format acceptable to Bank. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Weekly 

 	
 Quarterly 

 	
 Annually 

 	
 Month-End 

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
  x

 	
 Quarterly/Monthly
 Loan Base Reports.

Quarterly/Monthly Loan Base Reports, prepared as of the
 end of each reporting period. Except as set forth below, Loan Base Reports
 are required for all loans covered by this Agreement no later than 15 days
 following each reporting period end.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Additionally,
 all other required reports indicated below will also be due on the fifteenth
 (15th) day of each repotting period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 x

 	
  

 	
  

 	
  

 	
 Weekly Loan
 Base Reports. Weekly Loan Base Reports, based on information with an “as of
 date no more than three (3) business days old when received by Bank. Sales
 and cash receipts journals shall accompany each report. The last Weekly Loan
 Base Report provided each month shall be a full or partial week with an “as
 of date consistent with Borrower’s fiscal month end, subject to reconciling
 adjustments, if any, in the monthly reports hereinafter required.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 x

 	
 Accounts
 Aging based upon invoice date by the fifteenth (15th) day of each reporting
 period. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 x

 	
 Inventory
 Report by the fifteenth (15th) day of each reporting period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 x

 	
 Accounts
 Payable Aging by the fifteenth (15th) day of each reporting period.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 o

 	
  

 	
 x

 	
 Financial
 Statements, which shall be due on the day of each month/quarter as indicated.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 x

 	
  

 	
 A list of
 Account Debtors with current addresses.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 x

 	
 o

 	
 o

 	
 x

 	
 All
 Santander documentation shall be provided to Bank upon receipt, including a
 weekly North American Stainless accounts receivables schedule of both
 Confirmed and non Confirmed Invoices.

 



Borrower shall
forward to Bank any of these reports at such other times as Bank may require
them, upon notice to Borrower, and/or any other reports deemed necessary by
Bank in its discretion to monitor the Collateral for the Line of Credit.
Further. Borrower shall provide written monthly statements of account in
conjunction with its agreement with Santander, or alternatively, if requested
by Bank, to extent same may be available to Borrower, electronic access thereto
including password or other required access information. Notwithstanding any
provision to the contrary, if any, in the Loan Agreement, the foregoing reporting
requirements shall not be subject to notice of default by Bank, or right to
cure by Borrower, it being expressly understood and agreed that timely receipt
of same are material and fundamental to the Bank’s administration and funding
of the Line of Credit. Upon written notice, Bank shall be authorized to impose
a late reporting fee as determined by Bank for failure of Borrower to timely
comply with the reporting requirements of this section. 


Exam. From time to time, as deemed necessary
by Bank in its sole discretion to monitor Collateral, Borrower hereby
authorizes Bank or any agent or representative thereof to inspect, examine and
verify the Accounts, Inventory, and Other Collateral, make copies of and make
abstracts from all the records and books of account of, and visit the
properties of, Borrower, and to discuss the affairs, finances, and Collateral
generally of Borrower with any of its respective owners, officers, directors,
shareholders, members, or partners and Borrower’s independent accountants and consultants.
Without expense to Bank, Bank may use any of Borrower’s personnel, equipment,
including computer equipment, programs and computer readable media as 





deemed
necessary by Bank to conduct such Exam. 


Fees. 


Borrower shall
pay to Bank the sum of $600.00 per month as a fee for the use of Bank’s asset
based lending services which shall be in addition to any fees or other charges
for the treasury services of Bank. This fee may be changed by written notice to
Borrower.  


Borrower shall
pay to Bank for each Exam of Borrower, an examination fee of $750.00 per diem
per examiner plus expenses such as, but not limited to, travel expense(s),
specialized equipment needed to count and/or value goods pledged as Collateral
to Bank, the use of outside firms to perform any Exam as deemed necessary by
Bank in its sole discretion to monitor Collateral, with said reimbursement
being represented by receipts and/or listing of expense(s) submitted to
Borrower by Bank along with Bank’s invoice for reimbursement. Bank reserves the
right to change the examination fee upon notice to Borrower. 


Borrower shall
pay to Bank the actual cost of any appraisal of Inventory and/or Other
Collateral performed by an independent appraiser as required by Bank. 


Bank in its
discretion may charge a late reporting fee for Borrower’s failure to provide
timely reports required under Section DD.06. 


Bank reserves
the right to debit all Fees from the Operating Account of Borrower. 


Events of Default. In addition to those Events
of Default appearing elsewhere in the Loan Agreement, each of the following
shall constitute an additional Event of Default under the Loan Agreement: 


The refusal by
Borrower to permit Bank to inspect, examine or verify the books and records in
accordance with the Exam provisions of this Loan Agreement. 


Failure to
execute a Lockbox Agreement and notify Account Debtors to remit payments to the
Lockbox, if required by Bank, due to less than 70% of Borrower’s Collections
being non wire transfers.

Failure to deposit checks or other remittances
received in payment of Accounts into the Collateral Reserve Account or
Operating Account, as required pursuant to Section DD.05.

If the outstanding
principal balance under the Line of Credit plus the Reserves exceeds the
Collateral Loan Value or the amount of the Line of Credit and Borrower fails
immediately to prepay the Line of Credit by an amount sufficient to bring
Borrower in compliance with this Schedule DD. 


If Borrower
fails to comply with the Reporting requirements of DD.06(a). 


If Borrower
fails to otherwise comply with any of the provisions of this Schedule “DD” or
the Loan Agreement. 


If Borrower
shall modify, amend or terminate the agreement with Santander without the prior
written approval of Bank. 


Should
Borrower fail to provide to Bank the Santander monthly statements, or, if
requested by Bank, refuse to provide to Bank electronic access to the Santander
account, to the extent same may be available to Borrower. 


Other Provisions. 


Notice. Any notice required to be given herein
shall be effective when made and, notwithstanding any provisions in the Loan
Agreement to the contrary, may be made by hand delivery, confirmed facsimile
transmission, overnight courier, first class or certified mail return receipt
requested. 


Operating Account. Notwithstanding any
provision in the Loan Agreement to the contrary, Borrower shall establish and
maintain its Operating Account with Bank during the term hereof. 





Certain Events. Upon execution hereof and with
each borrowing made hereunder pursuant to the Loan Base Report, Borrower shall
be deemed to certify to Bank that (i) no Event of Default shall have occurred
and be continuing, and no event shall have occurred and be continuing that,
with the giving of notice or passage of lime or both, would be an Event of
Default; (ii) no material adverse change shall have occurred in the financial
or operating condition or prospects of Borrower since the date of the Loan
Agreement; (iii) all Loan Documents shall have remained in full force and
effect; and (iv) the representations and warranties contained in the Loan
Agreement shall be true and correct as of such date. 


Electronic Transactions. Borrower and Bank
agree that the electronic reporting of Required Information authorized herein
shall constitute an agreement under the Uniform Electronic Transfer Act (the
“Act”), in effect in the State of North Carolina; and any dispute or
controversy relating to such reporting shall be interpreted in accordance with
the provisions of the Act. With respect to such reporting, Borrower
acknowledges that Bank shall not be responsible (i) for any failure,
interruption, or delay in the performance of the internet; (ii) for any
unauthorized, inadvertent, or fraudulent access, use or disclosure to third
parties of the Required Information should it occur by error of transmission of
Borrower or reply thereto by Bank or otherwise; (iii) for Bank’s failure to
maintain security measures at the time of transmission or reply thereto to
prevent unauthorized access, misappropriation and use of Required Information
by third parties. Borrower expressly assumes the risk of unauthorized access,
use or misappropriation by third parties of the Required Information
transmitted to Bank via the internet and will hold harmless and indemnify Bank
from any claim or expense, including reasonable attorneys fees associated
therewith. Until Bank shall receive written notice otherwise from Borrower, the
following persons may be contacted by Bank with any questions or issues about
the Required Information: 


	
  

 	
  

 	
  

 
	
 Primary Contact Person

 	
  

 	
 Secondary Contact Person

 
	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Steve Jones

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Name

 	
  

 	
 Name

 
	
  

 	
  

 	
  

 
	
 Operations Manager for Alloys

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Title

 	
  

 	
 Title

 
	
  

 	
  

 	
  

 
	
 502-415-7823

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 Telephone
 Number

 	
  

 	
 Telephone
 Number

 
	
  

 	
  

 	
  

 
	
 sjones@isa-inc.com

 	
  

 	
  

 
	

 


 	
  

 	

 


 
	
 E-mail
 Address

 	
  

 	
 E-mail
 Address

 



Describe Any
Other Provisions, or Delete. 


This Agreement
is made and entered into for the sole protection and benefit of Bank and
Borrower, their successors and assigns, and no third person or persons shall
have any right(s) to action hereon. 


IN WITNESS
WHEREOF, Borrower and Bank have executed this Schedule “DD” as of this date and
have adopted as their respective seal the “seal” appearing beside or near their
signatures below. 





Borrower is a Corporation:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WITNESS:

 	
  

 	
 Industrial
 Services of America, Inc.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 /s/ David
 Saffer

 	
  

 	
 By:

 	
        /s/
 Harry Kletter

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
        Harry
 Kletter

 
	
  

 	
  

 	
  

 	
 Title:
    Chief Executive Officer

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WITNESS:

 	
  

 	
 Branch
 Banking and Trust Company

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 /s/ David
 Saffer

 	
  

 	
 By:

 	
        /s/
 Johnny L. Perry

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
        Johnny
 L. Perry

 
	
  

 	
  

 	
  

 	
 Title:
    Senior Vice President