Attached files
Exhibit 10.5
Schedule 1.1
Commitments
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LENDER |
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REVOLVING
LOAN |
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TERM
LOAN |
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FIFTH THIRD BANK |
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40,000,000 |
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$ |
8,800,000 |
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38 Fountain Square Plaza |
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MD#10AT63 |
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Cincinnati, Ohio 45263 |
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Attn: David G. Fuller and Anne B. Kelly, Vice President |
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Fax Number: (513) 534-8400 |
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AGGREGATE COMMITMENTS |
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$ |
40,000,000 |
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8,800,000 |
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Schedule 1.2
Borrowers Facilities
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Property |
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Owner |
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3409 Camp Ground Road |
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ISA |
Louisville, Kentucky 40211 |
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7110 Grade Lane |
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ISA Real Estate |
Louisville, Kentucky 40213 |
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6709 Grade Lane |
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ISA Real Estate |
Louisville, Kentucky 40213 |
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1617 State Road 111 |
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ISA Real Estate |
New Albany, Indiana 47150 |
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7023, 7025, 7101, and 7103 Grade Lane |
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7021 Grade |
Louisville, Kentucky 40213 |
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7124 Grade Lane |
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7124 Grade |
Louisville, Kentucky 40213 |
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7200 and 7210 Grade Lane |
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7200 Grade |
Louisville, Kentucky 40219 |
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1565 E. 4th Street |
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IN Real Estate |
Seymour, Indiana 47274 |
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1400 Cahill Drive |
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C & R Asphalt Land Acquisition Company |
Lexington, Kentucky 40504 |
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LLC |
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7100 Grade Lane |
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7100 Grade Lane LLC |
Louisville, Kentucky 40213 |
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7020 Grade Lane |
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7200 Grade |
Louisville, Kentucky 40213 |
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Schedule 5.1(a)
Jurisdictions Where Qualified to do Business
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Borrower Name |
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Qualified States |
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ISA |
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Florida |
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Indiana |
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Kentucky |
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ISA Indiana |
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Indiana |
Schedule 5.1(b)
Ownership of Capital Stock of Borrower
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Issuer |
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Certificate Number |
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Number of Shares |
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Owner |
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ISA Indiana |
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1 |
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1000 shares |
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ISA |
Schedule 5.1(c)
Ownership of Capital Stock of Subsidiaries
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Issuer |
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Certificate Number |
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Number of Shares |
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Owner |
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7021 Grade |
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N/A |
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100% Interest |
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ISA |
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7124 Grade |
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N/A |
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100% Interest |
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ISA |
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7200 Grade |
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N/A |
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100% Interest |
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ISA |
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IN Real Estate |
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N/A |
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100% Interest |
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ISA |
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CWS |
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N/A |
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100% Interest |
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ISA |
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ISA Real Estate |
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N/A |
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100% Interest |
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ISA |
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Logistics |
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N/A |
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100% Interest |
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ISA |
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Recycling |
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N/A |
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100% Interest |
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ISA |
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Waste Equipment |
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N/A |
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100% Interest |
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ISA |
Schedule 5.1(d)
Non-Subsidiary Investments
None.
Schedule 5.1(e)
Officers, Directors, General Partners, Members
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Borrower Name |
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Officers |
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ISA |
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Harry Kletter, Chairman and CEO |
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Brian Donaghy, President and COO |
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Ron Kletter, Executive Vice President |
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Alan Schroering, CFO |
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Don Rodgers, CAO |
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James Wiseman, III, Vice President |
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Steve Jones, Vice President |
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ISA Indiana |
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Harry Kletter, Chairman and CEO |
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Brian Donaghy, President and COO |
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Ron Kletter, Executive Vice President |
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Alan Schroering, CFO |
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Don Rodgers, CAO |
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James Wiseman, III, Vice President |
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Steve Jones, Vice President |
Schedule 5.2
Consents
None.
Schedule 5.7
Material Leases
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1. |
Lease Agreement dated as of February 15, 2005, by and between C & R Asphalt Land Acquisition Company LLC and ISA. |
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2. |
Lease Agreement dated as of January 1, 1998, by and between K &R, LLC, successor to K&R Corporation and ISA. |
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3. |
Lease dated as of March 2, 2006, by and between Southern States Cooperative, Inc. and ISA Real Estate LLC. |
Schedule 5.8
Patents, Copyrights and Trademarks
None.
Schedule 5.10
Pending or Threatened Litigation
All American Recycling, Inc. and R. D. Burton and Donna Burton v. Industrial Services of American, Inc., et al, Jefferson Circuit Court, Case No. 06-C-04701.
Schedule 5.11
Material Agreements
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1. |
Material Leases (See Schedule 5.7). |
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2. |
Loan Agreement dated as of June 30, 2009, by and among BB&T, ISA, ISA Real Estate, IN Real Estate and 7021 Grade and the Loan Documents, as that term is defined therein. |
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3. |
Loan Agreement dated as of May 7, 2008, by and between BB&T and ISA and the Loan Documents, as that term is defined therein. |
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4. |
Loan Agreement dated as of May 7, 2008, by and between BB&T and ISA and the Loan Documents, as that term is defined therein. |
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5. |
Consulting Agreement dated as of January 2, 1998, by and between K & R Corporation and ISA. |
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6. |
Employment Agreement dated as of April 7, 2007, by and between ISA and James K. Wiseman III. |
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7. |
Executive Employment Agreement dated as of June 1, 2009, by and between ISA and Jeffrey Valentine. |
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8. |
Executive Employment Agreement dated as of June 1, 2009, by and between ISA and Steve Jones. |
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9. |
Amended Executive Employment Agreement dated as of April 15, 2009, by and between ISA and Brian Donaghy. |
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10. |
Sub-Lease dated as of February 28, 2007, by and between ISA and Cohen Brothers of Lexington, Inc. |
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11. |
Various Purchase Orders for the acquisition by Borrowers of Inventory. |
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12. |
Various Purchase Orders for the acquisition by account debtors of Finished Goods. |
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13. |
ISDA Master Agreement dated as of December 22, 2006, by and between BB&T and ISA along with accompanying Schedule to the Master Agreement. |
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14. |
Documents and instruments governing all Permitted Factoring Transactions. |
Schedule 5.12
Tax Matters
None.
Schedule 5.13
Affiliate Contracts
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1. |
Oral Lease of property located at 7110 Grade, 6709 Grade Lane, Louisville, Kentucky and 1617 State Road 111, New Albany, Indiana from ISA Real Estate to ISA. |
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2. |
Oral lease of property located at 7124 Grade Lane, Louisville, Kentucky from 7124 Grade to ISA. |
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3. |
Oral lease of property located at 7200 and 7210 Grade Lane, Louisville, Kentucky from 7200 Grade to ISA. |
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4. |
Oral lease of property located at 1565 E. 4th Street, Seymour, Indiana from IN Real Estate to ISA. |
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5. |
Oral lease of property located at 7023, 7025, 7101 and 7103 Grade Lane, Louisville, Kentucky from 7021 Grade to ISA. |
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6. |
Lease Agreement covering property located at 7100 Grade Lane, Louisville, Kentucky from 7100 Grade Lane LLC to ISA. |
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7. |
Oral lease of property located at 7020 Grade Lane, Louisville, Kentucky from 7200 Grade to ISA. |
Schedule 5.14
Employee Benefit Plans
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Three (3) health insurance plans from Humana, through which employees can choose from a traditional insurance plan with a $500.00 deductible, a PCA insurance plan with a $3000.00 deductible, or a HSA insurance plan with a $3000.00 deductible |
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Dental Insurance from Delta Dental, having an annual deductible of $50.00 and an annual maximum limit of $1000.00 |
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Short-term, long-term and basic life insurance from Guardian Insurance provided by ISA at no cost to employees; short -term disability pays 60% of an employees wage with a $500.00 cap for illnesses not related to the workplace; long-term disability pays 60% of employee wages after 13 weeks of short-term disability; basic life insurance is one (1) times an employees annual base salary and is payable to the beneficiary designated by the employee |
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Vision Insurance offered through Guardian Insurance, which pays $135.00 towards glasses or contacts on an annual basis |
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Voluntary Life Insurance can be obtained through Guardian Insurance; employees guaranteed $100,000.00 of coverage, spouses up to 50% of that, and children to a maximum of $5,000.00 |
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Flexible Spending Account (FSA) allows employees to deposit pre-tax money to an account administrated by ADP with the FSA paying any medical, dental, or vision expenses that were not covered by insurance |
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Dependent Care Account allows employees to have money intended for child-care expenses deducted pre-tax; dependent account is administrated by ADP |
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401K is offered from Principal; employees can deduct up to 15% of their pre-tax wages with ISA matching 25% to the first 6%; ISA matches an additional of 12.5% for participants contributing between 7 and 10% |
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Tuition Reimbursement allows employees a $5000.00 allowance in the pursuit of educational endeavors; courses must be related to positions offered by ISA; reimbursement is based on grade achievement |
Schedule 5.17
Certain Disclosures
None.
Schedule 5.19
Environmental Matters
None.
Schedule 5.21
Filing Offices
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Credit Party |
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Filing Office |
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ISA |
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Florida |
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ISA Indiana |
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Indiana |
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7021 Grade |
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Kentucky |
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7124 Grade |
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Kentucky |
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7200 Grade |
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Kentucky |
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CWS |
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Kentucky |
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IN Real Estate |
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Kentucky |
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ISA Real Estate |
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Kentucky |
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Logistics |
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Kentucky |
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Recycling |
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Kentucky |
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Waste Equipment |
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Kentucky |
Schedule 5.22
Owned Real Property
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Property |
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Owner |
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3409 Camp Ground Road |
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ISA |
Louisville, Kentucky 40211 |
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7110 Grade Lane |
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ISA Real Estate |
Louisville, Kentucky 40213 |
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6709 Grade Lane |
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ISA Real Estate |
Louisville, Kentucky 40213 |
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1617 State Road 111 |
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ISA Real Estate |
New Albany, Indiana 47150 |
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7023, 7025, 7101, and 7103 Grade Lane |
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7021 Grade |
Louisville, Kentucky 40213 |
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7124 Grade Lane |
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7124 Grade |
Louisville, Kentucky 40213 |
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7200 and 7210 Grade Lane |
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7200 Grade |
Louisville, Kentucky 40219 |
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1565 E. 4th Street |
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IN Real Estate |
Seymour, Indiana 47274 |
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Schedule 5.23
Bank and Investment Accounts
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Bank |
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Account Name |
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Account Number |
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BB&T |
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ISA |
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0005280498205 |
BB&T |
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ISA |
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0005183756062 |
BB&T |
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CWS |
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0005280059376 |
BB&T |
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ISA Recycling |
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0005280283683 |
BB&T |
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ISA Recycling |
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0005280461999 |
BB&T |
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ISA Indiana |
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0005182802494 |
BB&T |
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ISA |
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0005280498213 |
BB&T |
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ISA |
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0005183997833 |
BB&T |
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ISA |
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0005184614636 |
BB&T |
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ISA |
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0005184608210 |
BB&T |
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ISA |
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0005184608385 |
BB&T |
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ISA |
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8180000096064 |
BB&T |
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ISA |
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0005184608415 |
BB&T |
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CWS |
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0005184608202 |
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Jackson County Bank |
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ISA Indiana |
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4145430 |
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ISA Indiana |
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4145419 |
Schedule 5.25
Non-Compete Agreements
Non-compete contained in that certain Sub-Lease dated as of February 28, 2007, by and between ISA and Cohen Brothers of Lexington, Inc.
Schedule 6.2(b)
Insurance Coverages
See Attached.
Schedule 8.8(e)
Existing Liens
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Debtor |
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Secured Party |
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Collateral |
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File Number |
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Filing Location |
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ISA |
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VFS US LLC |
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2006 Volvo L70E |
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200602820179 |
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Florida Secretary of State |
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ISA |
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VFS US LLC |
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2006 Volvo MC80 Skid Steer |
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200604375059 |
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Florida Secretary of State |
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ISA |
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VFS US LLC |
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2007 Volvo MC80B |
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200706132015 |
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Florida Secretary of State |
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ISA |
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Brandeis Machinery & Supply Company and Komatsu Financial |
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One Komatsu Excavator |
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2007223395114 |
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Kentucky Secretary of State |
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ISA |
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Apollo Oil LLC |
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Equipment |
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2008236011508 |
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Kentucky Secretary of State |
Schedule 8.11
Existing BB&T LOC
None.