EX-10.1






Exhibit 10.1




TENTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT




TENTH AMENDMENT, dated as of July 27, 2009, but effective as of June 30, 2009 (this
"Amendment”), to the Amended and Restated Loan and Security Agreement, dated as of July 3,
2007, as amended by the First Amendment dated as of October 3, 2007, by the Second Amendment dated
as of January 25, 2008, by the Third Amendment dated as of March 24, 2008, by the Fourth Amendment
dated as of May 1, 2008, by the Fifth Amendment dated as of July 15, 2008 by the Sixth Amendment
dated as of September 15, 2008, by the Seventh Amendment dated as of February 27, 2009, by the
Eighth Amendment dated as of March 13, 2009, and by the Ninth Amendment dated as of April 1, 2009
(the “Loan Agreement”), by and among, on the one hand, the lenders identified on the
signature pages thereof (such lenders, together with their respective successors and permitted
assigns, are referred to hereinafter each individually as a “Lender” and collectively as
the “Lenders”), and WELLS FARGO FOOTHILL, INC. (“Foothill”), a California
corporation, as the arranger and administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, “Agent”), and, on the other hand,
METALICO, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries
identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to
hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as
the “Borrowers”).



WHEREAS, the Loan Parties, Agent and the Lenders wish to amend certain terms and provisions of
the Loan Agreement subject to the terms and conditions of this Amendment.



NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and
conditions hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



1. Capitalized Terms. All capitalized terms used in this Amendment
(including, without limitation, in the recitals hereto) and not otherwise defined shall have their
respective meanings set forth in the Loan Agreement.



2. Recitals. The third recital on the first page of the Loan Agreement is
hereby amended by deleting the reference to “$60,000,000” from the fifth line thereof and inserting
“$30,000,000” in lieu thereof.



3. Existing Defined Terms in the Loan Agreement. Section 1.1 of the
Loan Agreement is hereby amended as follows:



(a) The definition of the term “EBITDA” is hereby amended in its entirety to read as
follows:



"'EBITDA’ means, with respect to any Person for any period, the Consolidated Net
Income of such Person and its Subsidiaries for such period, plus (i) without duplication, the sum
of the following amounts of such Person and its Subsidiaries for such period and to the extent
deducted in determining Consolidated Net Income of such Person and its Subsidiaries for such
period: (A) Consolidated Net Interest Expense, (B) net income tax expense, (C) depreciation
expense, (D) amortization expense, (E) non-cash compensation charges, (F) non-cash expenses
relating to the Borrowers’ ownership of the capital Stock of Beacon, and (G) non-cash non-operating
expense, minus (A) non-cash gains relating to the Borrower’s ownership of the capital Stock
of Beacon and (B) non-cash non-operating income; provided that for the purposes of
calculating EBITDA of the Borrowers, the EBITDA of any Person acquired by, or of a Person
substantially all of whose assets are being acquired by, the Borrower or one or more of its
Subsidiaries pursuant to an acquisition consented to in writing by the Required Lenders during such
period shall be included on a pro forma basis for such period (as if the consummation of such
acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred
on the first day of such period).”



(b) The definition of the term “Maximum Revolver Amount” is hereby amended in its
entirety to read as follows:



"'Maximum Revolver Amount’ means $30,000,000.”



(c) The definition of the term “Premium Amount” is hereby amended as follows:



The reference to “$60,000,000” from the second line thereof is hereby deleted and
“$30,000,000” is inserted in lieu therefor.



(d) The definition of the term “Required Lenders” is hereby amended in its entirety
to read as follows:



"'Required Lenders’ means, at any time, Lenders whose aggregate Pro Rata Shares equal
or exceed 50.1%.”



(e) By deleting in its entirety the definitions of “Fixed Charges”, Fixed Charge
Coverage Ratio”, “Interest Expense” and “Third Ableco Loan Prepayment Reserve”.



4. New Defined Terms. The following defined terms are hereby added to
Section 1.1 of the Loan Agreement:



(a) The definition of the term “Consolidated Funded Indebtedness” is hereby
inserted, in appropriate alphabetical order, to read as follows:



"'Consolidated Funded Indebtedness’ means, with respect to any Person at any date, all
Indebtedness for borrowed money or letters of credit of such Person, determined on a consolidated
basis in accordance with GAAP, which by its terms matures more than one year after the date of
calculation, and any such Indebtedness maturing within one year from such date which is renewable
or extendable at the option of such Person to a date more than one year from such date.
Notwithstanding anything to the contrary herein, “Consolidated Funded Indebtedness” shall include,
without duplication, with respect to the Borrowers, the Revolver Usage, any Term Loan, the amount
of their Capitalized Lease Obligations, and the amount of the Ableco Loans at all times whether
renewable or extendable or not, and shall exclude at all times, without duplication, with respect
to the Borrowers, the Senior Convertible Notes, Junior Debt and Permitted Purchase Money
Indebtedness.”



(b) The definition of the term “Consolidated Net Income” is hereby inserted, in
appropriate alphabetical order, to read as follows:



"'Consolidated Net Income’ means, with respect to any Person for any period, the net
income (loss) of such Person and its Subsidiaries for such period, determined on a consolidated
basis and in accordance with GAAP, but excluding from the determination of Consolidated Net Income
(without duplication) (a) any non-cash extraordinary or non-recurring gains or losses or non-cash
gains or losses from Dispositions, (b) restructuring charges, (c) effects of discontinued
operations, (d) interest that is paid-in-kind, (e) interest income, and (f) any tax refunds, net
operating losses or other net tax benefits received during such period on account of any prior
period.”



(c) The definition of the term “Consolidated Net Interest Expense” is hereby
inserted, in appropriate alphabetical order, to read as follows:



"'Consolidated Net Interest Expense’ means, with respect to any Person for any period,
gross cash interest expense of such Person and its Subsidiaries for such period determined on a
consolidated basis and in accordance with GAAP (including interest expense paid to Affiliates of
such Person), less (i) the sum of (A) interest income for such period and (B) gains for
such period on Hedging Agreements (to the extent not included in interest income above and to the
extent not deducted in the calculation of gross interest expense), plus (ii) the sum of
(A) losses for such period on Hedging Agreements (to the extent not included in such gross interest
expense) and (B) the upfront costs or fees for such period associated with Hedging Agreements (to
the extent not included in such gross interest expense), in each case, determined on a consolidated
basis and in accordance with GAAP.”



(d) The definition of the term “Disposition “ is hereby inserted, in appropriate
alphabetical order, to read as follows:



"'Disposition’ means any transaction, or series of related transactions, pursuant to
which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any
property or assets (whether now owned or hereafter acquired) to any other Person, in each case,
whether or not the consideration therefor consists of cash, securities or other assets owned by the
acquiring Person.”



(e) The definition of the term “Equity Proceeds Ableco Loan Prepayment” is hereby
inserted, in appropriate alphabetical order, to read as follows:



"‘Equity Proceeds Ableco Loan Prepayment’ has the meaning set forth in Section
7.8(a).”



(f) The definition of the term “Equity Proceeds Ableco Loan Prepayment Amount” is
hereby inserted, in appropriate alphabetical order, to read as follows:



"'Equity Proceeds Ableco Loan Prepayment Amount’ means, so long as such amounts are
permitted to be paid in accordance with the terms of Section 7.8(a), the Net Cash Proceeds of the
Tenth Amendment Stock Offering not to exceed an amount equal to the sum of (i) the first
$10,000,000 (the “Initial Equity Proceeds Ableco Loan Prepayment Amount”), or, if before
the making of the Tax Refund Ableco Loan Prepayment, $12,300,000, of such Net Cash Proceeds, and
(ii) one-half of the last $3,250,000 of the next $10,000,000, or, if before the making of the Tax
Refund Ableco Loan Prepayment, one-half of the last $950,000 of the next $7,700,000, of such Net
Cash Proceeds. For the avoidance of doubt, (x) if the Tax Refund Ableco Loan Prepayment has been
made, Parent shall be entitled to retain an amount equal to the sum of the first $6,750,000 and
one-half of the next $3,250,000 of the Net Cash Proceeds of the Tenth Amendment Stock Offering in
excess of the first $10,000,000 thereof, or, if the Tax Refund Ableco Loan Prepayment has not been
made, Parent shall be entitled to retain an amount equal to the sum of the first $6,750,000 and
one-half of the next $950,000 of the Net Cash Proceeds of the Tenth Amendment Stock Offering in
excess of the first $12,300,000 thereof and (y) the Net Cash Proceeds of the Tenth Amendment Stock
Offering in excess of $20,000,000 shall be first applied to make a permanent prepayment of the
Obligations in accordance with Section 7.8(a)(ii)(x) and (y).”



(g) The definition of the term “Tenth Amendment Stock Offering” is hereby inserted,
in appropriate alphabetical order, to read as follows:



"'Tenth Amendment Stock Offering’ means, so long as (i) no Default or Event of Default
has occurred and is continuing or would result therefrom and (ii) proceeds thereof are received no
later than December 31, 2009, the sale or sales by Parent of its stock on or after the Tenth
Amendment Effective Date but prior to December 31, 2009.”



(h) The definition of the term “Tax Refund Prepayment Amount” is hereby inserted, in
appropriate alphabetical order, to read as follows:



"'Tax Refund Prepayment Amount’ means an amount not to exceed $2,300,000 from the
proceeds of 2008 Federal tax refunds and net operating loss carrybacks actually received, in cash,
by the Borrowers prior to March 31, 2010.”



(i) The definition of the term “Tax Refund Ableco Loan Prepayment” is hereby
inserted, in appropriate alphabetical order, to read as follows:



"'Tax Refund Ableco Loan Prepayment’ has the meaning set forth in Section
7.8(a).”



(j) The definition of the term “Tax Refund Ableco Loan Prepayment Amount” is hereby
inserted, in appropriate alphabetical order, to read as follows:



(k) "'Tax Refund Ableco Loan Prepayment Amount’ means, so long as such
amounts are permitted to be paid in accordance with the terms of Section 7.8(a), an amount not to
exceed 100%, or, if after the making of the Equity Proceeds Ableco Loan Prepayment Amount, one-half
(1/2), of the Net Cash Proceeds of the Tax Refund Prepayment Amount. For the avoidance of doubt,
so long as the Tax Refund Prepayment Amount is actually received, in cash, by the Borrowers prior
to March 31, 2010 but after the making of the Equity Proceeds Ableco Loan Prepayment, Parent shall
have the right to and shall retain an amount equal to one-half (1/2) of the Net Cash Proceeds of
the Tax Refund Prepayment Amount.”



(l) The definition of the term “Hedging Agreement” is hereby inserted, in
appropriate alphabetical order, to read as follows:



"'Hedging Agreement’ means any interest rate, foreign currency, commodity or equity
swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to
protect against fluctuations in interest rates or currency, commodity or equity values (including
any option with respect to any of the foregoing and any combination of the foregoing agreements or
arrangements), and any confirmation executed in connection with any such agreement or arrangement.”



(m) The definition of the term “Leverage Ratio” is hereby inserted, in appropriate
alphabetical order, to read as follows:



"'Leverage Ratio’ means, as of any date of determination, the ratio of (a) the
Consolidated Funded Indebtedness as of such date to (b) Borrowers’ EBITDA for the 12 month period
ended as of such date.”



(n) The definition of the term “Line Block” is hereby inserted, in appropriate
alphabetical order, to read as follows:



"'Line Block’ has the meaning set forth in Section 2.1(b).”



(o) The definition of the term “Tenth Amendment Effective Date” is hereby inserted,
in appropriate alphabetical order, to read as follows:



"'Tenth Amendment Effective Date’ means the date on which all of the conditions
precedent to the effectiveness of the Tenth Amendment to this Agreement dated as of July 27, 2009,
by and among Borrowers, the Lenders and Agent, have been fulfilled or waived.”



5. Revolver Advances.



(a) Section 2.1(a)(y)(i) is hereby amended as follows:



The reference to “$30,000,000” from the second line thereof is hereby deleted and
“$10,000,000” is inserted in lieu therefor.



(b) The last sentence of Section 2.1(b) is hereby amended and restated in its
entirety to read as follows:



“Moreover, in addition to the foregoing reserves, the Loan Parties
acknowledge that on the Tenth Amendment Effective Date Agent shall establish
a reserve against Availability in the initial amount of an additional
$20,000,000 (the “Line Block”), which reserve may be reduced from
time to time in the sole discretion of the Agent and the Lenders and in such
amounts as the Agent and the Lenders deem appropriate in their sole
discretion.”



(c) Section 2.1(c) is hereby amended as follows:



The phrase “to exceed the Maximum Revolver Amount” in the last line thereof is hereby deleted
and “to exceed the product of Maximum Revolver Amount less the amount of Line Block then in effect”
is inserted in lieu therefor.



6. Negative Covenants (Indebtedness).



(a) Section 7.1(h) is hereby amended as follows:



The reference to “$73,865,000” from the second line thereof is hereby deleted and
“$54,395,000” is inserted in lieu therefor.



(b) Section 7.1(k) is hereby amended as follows:



The reference to “$100,000,000” from the second line thereof is hereby deleted and
“$85,000,000” is inserted in lieu therefor.



7. Prepayments and Amendments. Section 7.8(a) of the Loan Agreement is
hereby amended by:



(a) Amending and restating the second proviso in the first sentence thereof to read
as follows:



"provided, however, that notwithstanding anything to the contrary contained in
clauses (x) or (y) above, so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Borrowers may make the following prepayments in respect
of the Ableco Loans: (A) a prepayment in respect of the Ableco Loans in an amount not to exceed
$5,000,000 on the Seventh Amendment Effective Date (the “First Ableco Loan Prepayment”);
(B) on and after the receipt by Agent and the Lenders of the financial statements of the Borrowers
that are required to be delivered pursuant to Section 6.3(a) for the fiscal quarter ended
March 31, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000
(the “Second Ableco Loan Prepayment”); (C) a prepayment in respect of the Ableco Loans in
an amount not to exceed $5,000,000 on the Tenth Amendment Effective Date (the “Third Ableco
Loan Prepayment”); (D) a prepayment in respect of the Ableco Loans in an amount not to exceed
the Tax Refund Ableco Loan Prepayment Amount from the proceeds of the Tax Refund Prepayment Amount
actually received, in cash, by the Borrowers prior to March 31, 2010 (the “Tax Refund Ableco
Loan Prepayment”); and (E) a prepayment in respect of the Ableco Loans in an amount not to
exceed the Equity Proceeds Ableco Loan Prepayment Amount from the proceeds of the Tenth Amendment
Stock Offering (the “Equity Proceeds Ableco Loan Prepayment” and together with the First
Ableco Loan Prepayment, the Second Ableco Loan Prepayment, the Third Ableco Loan Prepayment, and
the Tax Refund Ableco Loan Prepayment, each an “Ableco Loan Prepayment” and collectively,
the “Ableco Loan Prepayments”); provided, further, however, that
(i) in no event shall the Tax Refund Ableco Loan Prepayment be made after March 31, 2010, (ii) in
no event shall the Equity Proceeds Ableco Loan Prepayment be made after December 31, 2009, (iii)
the Availability of Borrowers immediately after giving effect to each of the Third Ableco Loan
Prepayment, the Tax Refund Ableco Loan Prepayment and the Equity Proceeds Ableco Loan Prepayment
shall not be less than $1, (iv) prior to the making of the Tax Refund Ableco Loan Prepayment, the
proceeds of 2008 Federal tax refunds net operating loss carrybacks shall be deposited into the Cash
Management Account, (v) the Net Cash Proceeds of the Tenth Amendment Stock Offering in excess of
$20,000,000 shall be first applied to make a permanent prepayment of the Obligations in accordance
with Section 7.8(a)(ii)(x) and (y), (vi) the proceeds of 2008 Federal tax refunds net
operating loss carrybacks in excess of $2,300,000 shall be first applied to make a permanent
prepayment of the Obligations in accordance with Section 7.8(a)(ii)(x) and (y), and (vii)
in no event shall the amount of the sum of the Tax Refund Ableco Loan Prepayment and the Equity
Proceeds Ableco Loan Prepayment exceed $13,925,000. The Loan Parties acknowledge that the First
Ableco Loan Prepayment and the Second Ableco Loan Prepayment were made prior to the Tenth Amendment
Effective Date.



(b) Amending and restating the second sentence thereof to read as follows:



Notwithstanding anything to the contrary set forth in this Section 7.8(a) and to the
extent permitted under the Senior Convertible Notes Subordination Agreement, Parent may at any time
and from time to time propose to the holders of the Senior Convertible Notes to exchange, so long
as no Default or Event of Default shall have occurred and be continuing and so long as no Change of
Control shall occur from such exchange and on customary terms and conditions reasonably
satisfactory to the Required Lenders, and to consummate the exchange of, all or any portion of the
outstanding Senior Convertible Notes for up to 10,000,000 shares of common Stock of Parent (such
exchange a “Permitted Equity for Debt Exchange”).



8. Financial Covenants. Section 7.20(a) of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:



"(a)(i) Minimum EBITDA. Fail to maintain EBITDA, measured on a fiscal quarter-end
basis, of not less than the required amount set forth in the following table for the applicable
period set forth opposite thereto:



	 	 	 	 	 
	Applicable Amount
	 	Applicable Period

	 	 	 	 	 

	$	7,073,000	 	 	For the 6 month period ending

June 30, 2009

	 	 	 	 	 

	$	9,931,000	 	 	For the 9 month period ending

September 30, 2009

	 	 	 	 	 

	$	11,622,000	 	 	For the 12 month period ending

December 31, 2009

	 	 	 	 	 








Agent shall establish required minimum amounts for each 12-month period ending on the
last day of each fiscal quarter after December 31, 2009 on such basis as Agent may determine
in its Permitted Discretion, consistent with methods employed to establish minimum amounts
for prior periods; provided, that if Agent and Borrowers cannot agree on such
Projections, for purposes of this Section 7.20(a)(i), Borrowers’ projected EBITDA
for such 12 month period shall not be less than $12,000,000.



(a)(ii) Leverage Ratio. Permit the Leverage Ratio, measured on a fiscal quarter-end
basis, to be greater than the applicable ratio set forth in the following table for the applicable
period set forth opposite thereto:



	 	 	 
	Leverage Ratio
	 	Applicable Period

	 
	 	 

	8.84:1.00
	 	For the 6 month period ending

June 30, 2009

	 
	 	 

	4.43:1.00
	 	For the 9 month period ending

September 30, 2009

	 
	 	 

	3.51:1.00
	 	For the 12 month period ending

December 31, 2009

	 
	 	 








Agent shall establish required maximum ratios for each 12-month period ending on the
last day of each fiscal quarter after December 31, 2009 on such basis as Agent may determine
in its Permitted Discretion, consistent with methods employed to establish maximum ratios
for prior periods; provided, that if Agent and Borrowers cannot agree on such
Projections, for purposes of this Section 7.20(a)(ii), Borrowers’ projected Leverage
Ratio for such 12 month period shall not be greater than 3.5:1.00.



9. Prepayment Premium. Notwithstanding anything to the contrary set forth
in Section 3.5 of the Loan Agreement or otherwise in any Loan Document, Borrowers shall not be
required to pay any Applicable Prepayment Premium in connection with any reduction of the Premium
Amount upon giving effect to this Amendment.



10. Schedules. The schedules to the Loan Agreement are hereby amended by
amending and restating Schedule C-1 in its entirety to read as set forth in Exhibit
A hereto.



11. Conditions. This Amendment shall become effective only upon
satisfaction in full of the following conditions precedent (the first date upon which all such
conditions have been satisfied being herein called the “Tenth Amendment Effective Date”):



(a) Representations and Warranties; No Event of Default. The
representations and warranties contained herein, in Section 5 of the Loan Agreement and in each
other Loan Document and certificate or other writing delivered to Agent and the Lenders pursuant
hereto on or prior to the Tenth Amendment Effective Date shall be correct in all material respects
on and as of the Tenth Amendment Effective Date as though made on and as of such date (except to
the extent that such representations and warranties expressly relate solely to an earlier date in
which case such representations and warranties shall be true and correct on and as of such date),
and no Default or Event of Default shall have occurred and be continuing on the Tenth Amendment
Effective Date or would result from this Amendment becoming effective in accordance with its terms,
unless any such Event of Default has previously been waived in accordance with Section 15 of the
Loan Agreement.



(b) Amendment Fee. Borrowers shall have paid to Agent, in immediately
available funds for the benefit of the Lenders in accordance with their Pro Rata Share, the fees
set forth in the fee letter dated the date hereof (the “Tenth Amendment Fee Letter”).



(c) Delivery of Documents. Agent shall have received on or before the Tenth
Amendment Effective Date the following, each in form and substance reasonably satisfactory to Agent
and, unless indicated otherwise, dated the Tenth Amendment Effective Date:




(i) counterparts of this Amendment and the Tenth Amendment Fee
Letter, duly executed by each Loan Party and each Lender;




(ii) an amendment to the Fee Letter duly executed by each Loan Party;




(iii) duly executed amendments to the Ableco Loan Agreement and the
Ableco Intercreditor Agreement, each in form and substance satisfactory to the
Agent;




(iv) JPMorgan Chase Bank, N.A. (“JPM”) shall have assigned to
Wells Fargo Foothill, Inc. JPM’s interest in and JPM’s rights and obligations under
the Loan Documents as of the Tenth Amendment Effective Date with respect to the
Obligations owing to JPM, and JPM’s portion of the Commitments; and




(v) such other agreements, instruments, approvals, opinions and other
documents as Agent may reasonably request.



(d) Proceedings. All proceedings in connection with the transactions
contemplated by this Amendment, and all documents incidental thereto, shall be reasonably
satisfactory to Agent, and Agent shall have received all such information and such counterpart
originals or certified copies of documents, and such other agreements, instruments, approvals,
opinions and other documents, as Agent may reasonably request.



12. Covenant Calculations. The parties hereto acknowledge and agree that
the amendments set forth in Sections 8 and 9 shall become effective on and as of June 30, 2009.



13. Covenant to Deliver Resolutions. Within 30 days of the date first set
forth above, each Loan Party shall deliver to the Agent duly adopted resolutions of such Loan
Party, certified by an authorized officer thereof, ratifying the execution, delivery and
performance by such Loan Party of this Amendment, and the performance of the Loan Agreement, as
amended.



14. Representations and Warranties. Each Loan Party represents and warrants
as follows:



(a) Except as previously disclosed in writing to Agent and the Lenders: (i) the
representations and warranties made by such Loan Party herein, in the Loan Agreement and in each
other Loan Document and certificate or other writing delivered to Agent on or prior to the Tenth
Amendment Effective Date shall be correct and accurate on and as of the Tenth Amendment Effective
Date as though made on and as of such date (except to the extent that such representations and
warranties expressly relate solely to an earlier date in which case such representations and
warranties shall be true and correct on and as of such date); and (ii) no Default or Event of
Default shall have occurred and be continuing on the Tenth Amendment Effective Date or would result
from this Amendment becoming effective in accordance with its terms.



(b) Each of the Loan Parties (i) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (ii) has all requisite power and
authority to execute, deliver and perform this Amendment, and to perform the Loan Agreement, as
amended hereby and each other Loan Document, and (iii) is duly qualified to do business and is in
good standing in each jurisdiction where the failure to be so qualified and in good standing
reasonably could be expected to cause a Material Adverse Change.



(c) The execution, delivery and performance by each Loan Party of this Amendment,
and the performance by each such Loan Party of the Loan Agreement, as amended hereby and each other
Loan Document, (i) have been duly authorized by all necessary action, (ii) do not and will not
contravene such Loan Party’s charter or by-laws, any applicable law or any contractual restriction
binding on or otherwise affecting it or any of its properties, (iii) do not and will not result in
or require the creation of any lien or other encumbrance (other than pursuant to any Loan
Documents) upon or with respect to any of its properties, and (iv) do not and will not result in
any suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license,
authorization or approval applicable to its operations or any of its properties.



(d) No authorization or approval or other action by, and no notice to or filing
with, any Governmental Authority or agency or other regulatory body is required in connection with
the due execution, delivery and performance by such Loan Party of this Amendment, or for the
performance of the Loan Agreement, as amended hereby.



(e) This Amendment, the Loan Agreement, as amended hereby, and each other Loan
Document to which such Loan Party is a party is a legal, valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its terms, except as such
enforceability may be limited by equitable principles or by or subject to any bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally.



15. Continued Effectiveness of the Loan Agreement.



(a) Except as otherwise expressly provided herein, the Loan Agreement and the other
Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and
confirmed in all respects, except that on and after the Tenth Amendment Effective Date (i) all
references in the Loan Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as amended by this
Amendment and (ii) all references in the other Loan Documents to the “Loan Agreement”, “thereto”,
“thereof”, “thereunder” or words of like import referring to the Loan Agreement shall mean the Loan
Agreement as amended by this Amendment.



(b) The Loan Parties hereby acknowledge and agree that this Amendment constitutes a
“Loan Document” under the Loan Agreement. Accordingly, it shall be an Event of Default under the
Loan Agreement if any representation or warranty made by any Loan Party under or in connection with
this Amendment shall have been untrue, false or misleading in any material respect when made.



16. Costs and Expenses. Borrowers shall pay all reasonable out-of-pocket
costs and expenses of Agent (including, without limitation, the reasonable fees and charges of
counsel to Agent) in connection with this Amendment.



17. Ratification. Each Guarantor by its execution of this Amendment hereby
(a) acknowledges and consents to this Amendment, (b) confirms and agrees that each Loan Document to
which it is a party is, and shall continue to be, in full force and effect and is hereby ratified
and confirmed in all respects, and (c) confirms and agrees that to the extent that any such Loan
Document assigns or pledges to Agent, or grants to Agent a security interest in or lien on, any
Collateral as security for the obligations of Borrowers from time to time existing in respect of
the Loan Documents, such pledge, assignment and/or grant of a security interest or lien is hereby
ratified and confirmed in all respects as security for all obligations of such Guarantor, whether
now existing or hereafter arising.



18. Release by the Loan Parties. Effective on the date hereof, each Loan
Party hereby waives, releases, remises and forever discharges each Agent and each Lender, each of
their respective Affiliates and each of the officers, directors, employees, and agents of each
Lender, each Agent and their respective Affiliates (collectively, the “Releasees”), from
any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, causes
of action, damages, losses, costs and expenses, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law of any kind or character, known
or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which each Loan
Party ever had from the beginning of the world, or now has against any such Releasee which relates,
directly or indirectly to the Loan Agreement, any other Loan Document, or to any acts or omissions
of any such Releasee, except for the duties and obligations set forth in this Amendment or the
other Loan Documents. As to each and every claim released hereunder, each Loan Party hereby
represents that it has received the advice of legal counsel with regard to the releases contained
herein, and having been so advised, specifically waives the benefit of the provisions of Section
1542 of the Civil Code of California which provides as follows:



“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”



As to each and every claim released hereunder, each Loan Party also waives the benefit of each
other similar provision of applicable federal or state law (including without limitation the laws
of the state of New York), if any, pertaining to general releases after having been advised by its
legal counsel with respect thereto.



19. Miscellaneous.



(a) This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an executed counterpart of
this Amendment by telefacsimile also shall deliver an original executed counterpart of this
Amendment but the failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amendment.



(b) Section and paragraph headings herein are included for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.



(c) This Amendment shall be governed by, and construed in accordance with, the laws
of the State of New York.



[Remainder of this page intentionally left blank]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written.




BORROWERS:




METALICO, INC.,


a Delaware corporation


AMERICAN CATCON, INC.,


a Texas corporation


METALICO AKRON, INC.,


an Ohio corporation


METALICO AKRON REALTY, INC.,


an Ohio corporation


METALICO ALABAMA REALTY, INC.,


an Alabama corporation


METALICO ALUMINUM RECOVERY, INC.,


a New York corporation


METALICO BUFFALO, INC.,


a New York corporation


METALICO-COLLEGE GROVE, INC.,


a Tennessee corporation


METALICO-GRANITE CITY, INC.,


an Illinois corporation


METALICO NIAGARA, INC.,


a New York corporation


METALICO PITTSBURGH, INC.,


a Pennsylvania corporation


METALICO ROCHESTER, INC.,


a New York corporation


METALICO SYRACUSE, INC.,


a New York corporation


METALICO SYRACUSE REALTY, INC.,


a New York corporation


METALICO TRANSFER, INC.,


a New York corporation


METALICO TRANSFER REALTY, INC.,


a New York corporation


METALICO TRANSPORT, INC.,


a New York corporation


GULF COAST RECYCLING, INC.,


a Florida corporation




By:       

Name: Michael J. Drury

Title: Authorized Representative





BORROWERS:




MAYCO INDUSTRIES, INC.,






an Alabama corporation


SANTA ROSA LEAD PRODUCTS, INC.,


a California corporation


TRANZACT CORPORATION,


a Delaware corporation


WEST COAST SHOT, INC.,


a Nevada corporation


ELIZABETH HAZEL LLC, an Ohio limited liability
company


MELINDA HAZEL LLC, an Ohio limited liability company


TOTALCAT GROUP, INC., a Delaware corporation


FEDERAL AUTOCAT RECYCLING, LLC, a New Jersey limited
liability company


HYPERCAT COATING LIMITED LIABILITY COMPANY, a New
Jersey limited liability company


HYPERCAT DMG, L.L.C., a New Jersey limited liability
company




By:       

Name: Michael J. Drury

Title: Authorized Representative





GUARANTORS:




METALICO COLLIERS REALTY, INC.,






a West Virginia corporation


METALICO NEVILLE REALTY, INC.,


a Pennsylvania corporation


METALICO NILES, INC.,


an Ohio corporation


RIVER HILLS BY THE RIVER, INC.,


a Florida corporation


GENERAL SMELTING & REFINING, INC., a Tennessee
corporation


METALICO GULFPORT REALTY, INC., a Mississippi
corporation




By:       

Name: Michael J. Drury

Title: Authorized Representative




Accepted and agreed to as of


the date first above-written:



WELLS FARGO FOOTHILL, INC.,





a California corporation, as Agent




	 	 	By:






Name:


Title:



LENDER:



WELLS FARGO FOOTHILL, INC.,


as Lender




	 	 	By:






Name:


Title:



Exhibit A




Schedule C-1

Lenders and Lenders’ Commitments1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Revolver	 	Term Loan A	 	Term Loan B	 	Term Loan C	 	Total
	Lender
	 	Commitment	 	Commitment	 	Commitment	 	Commitment	 	Commitment
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo
	 	$	30,000,000	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	30,000,000	 
	Foothill, LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	30,000,000	 	 	$	0	 	 	$	0	 	 	$	0	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







1These commitment amounts are as of the Tenth
Amended Effective Date. Term Loan A Commitment, Term Loan B Commitment and
Term Loan C Commitment were reduced to zero prior to the Tenth Amendment
Effective Date.




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