Entry into a Material Definitive Agreement
Master Lease Agreement with Banc of America Leasing & Capital, LLC
On March 4, 2019 (the “
”), Industrial Services of America, Inc. (the “
”) entered into that certain Master Lease Agreement (the “
”) with Banc of America Leasing & Capital, LLC (“
”). Under the Master Lease,
the parties agreed that BALC will finance, on an uncommitted basis, up to an aggregate of $1.0 million of equipment
described in, and subject to the terms and conditions of, certain schedules to be entered into from time to time between the Company and BALC.
The Master Lease requires the Company to make customary representations and warranties for this type of transaction and to maintain the financial covenants set forth in the Loan and Security Agreement dated as of November 9, 2018 between the Company and certain of its wholly-owned subsidiaries and Bank of America, N.A. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 13, 2018), as amended on March 1, 2019 by Amendment No. 1 to Loan and Security Agreement and Consent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 6, 2019).
The Master Lease contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, failure to maintain insurance, breaches of covenants and/or certain representations and warranties, guarantor defaults, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The Master Lease also contains remedies for such events of default, including the discontinuation of the use of the equipment, entry into the Company’s premises and removal of the equipment, the disposition of the equipment, and other remedies customary for this type of transaction.
Certain wholly-owned subsidiaries of the Company (ISA Indiana, Inc., ISA Logistics LLC, ISA Real Estate, LLC, 7021 Grade Lane LLC, 7124 Grade Lane LLC, and 7200 Grade Lane LLC) guaranteed the Company’s obligations under the Master Lease as evidenced by that certain Guaranty dated as of the Closing Date (the “
The foregoing descriptions of the Master Lease and the Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of the Master Lease and the Guaranty, which have been filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2.