EX-10.11






Exhibit 10.11




SECOND AMENDMENT TO

FINANCING AGREEMENT




SECOND AMENDMENT, dated as of October 21, 2014 (this “Amendment”), to the Financing
Agreement, dated as of November 21, 2013 (as the same has been and may be further amended,
restated, supplemented or otherwise modified from time to time, the “Financing Agreement”),
by and among METALICO, INC., a Delaware corporation (“Company”), each subsidiary of the
Company listed as a “Borrower” on the signature pages thereto (together with the Company and each
other Person (as thereinafter defined) that executes a joinder agreement and becomes a “Borrower”
thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary
of the Company listed as a “Guarantor” on the signature pages thereto (together with each other
Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a
"Guarantor” and collectively, the “Guarantors”), the Lenders from time to time
party thereto, TPG SPECIALTY LENDING, INC., a Delaware corporation (“TSL”), as agent for
the Lenders (in such capacity, “Agent”) and Lead Arranger, and the Person party thereto
from time to time as service agent for the Lenders (in such capacity, “Service Agent”).



WHEREAS, the Borrowers, the Agent, the Service Agent and the Lenders hereby agree to modify
the Financing Agreement on and subject to the terms set forth herein.



NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
parties hereto hereby agree as follows:



1. Definitions. Any capitalized term used herein and not defined shall have the
meaning assigned to it in the Financing Agreement.



2. Amendments to Definitions. Section 1.1 of the Financing Agreement is
hereby amended as follows:



(a) The definition of “Applicable Margin” in Section 1.1 of the Financing Agreement is
hereby amended and restated in its entirety to read as follows:



""Applicable Margin” means (a)(i) with respect to Term Loans that are LIBOR Rate
Loans, 9.50% and (ii) with respect to Revolving Loans that are LIBOR Rate Loans, 3.75% and
(b)(i) with respect to Term Loans that are Base Rate Loans, 8.50% and (ii) with respect to
Revolving Loans that are Base Rate Loans, 2.75%.”



(b) The definition of “Existing Convertible Notes” in Section 1.1 of the Financing
Agreement is hereby amended and restated in its entirety to read as follows:



""Existing Convertible Notes” means the Senior Convertible Notes issued pursuant to
the Securities Purchase Agreement, dated as of April 23, 2008, by and among the Company and each of
the buyers named therein, due April 30, 2028, issued by the Company to the holders thereof, in each
case, as amended on or before the Closing Date or otherwise amended or replaced thereafter in
accordance with this Agreement.”



(c) The definition of “Leverage Ratio” in Section 1.1 of the Financing Agreement is
hereby amended and restated in its entirety to read as follows:



""Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (a) the
sum of (i) Consolidated Total Debt (excluding any Indebtedness in respect of the Existing
Convertible Notes) as of such day and (ii) at any time the Company is participating in the
Vallourec Program, $3,000,000, to (b) Consolidated EBITDA for the four Fiscal Quarter period ending
on such date.”



(d) The definition of “Net Proceeds” in Section 1.1 of the Financing Agreement is
hereby amended and restated in its entirety to read as follows:



""Net Proceeds” means (a) with respect to any Asset Sale, an amount equal to: (i)(A)
Cash payments received by Company or any of its Subsidiaries from such Asset Sale plus (B) solely
with respect to Specified Asset Sales described in clauses (i) and (vi) of the definition of
Specified Asset Sale, current assets retained by Company or any of its Subsidiaries from such Asset
Sale net of current liabilities retained by Company or any of its Subsidiaries from such Asset
Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale to the
extent paid or payable to non-Affiliates, including (A) income or gains taxes payable by the seller
as a result of any gain recognized in connection with such Asset Sale during the tax period the
sale occurs, (B) payment of the outstanding principal amount of, premium or penalty, if any, and
interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as a result of such
Asset Sale, and (C) a reasonable reserve for any indemnification payments (fixed or contingent)
attributable to seller’s indemnities and representations and warranties to purchaser in respect of
such Asset Sale undertaken by Company or any of its Subsidiaries in connection with such Asset
Sale; provided that upon release of any such reserve, the amount released shall be considered Net
Proceeds; and (b) with respect to any insurance, condemnation, taking or other casualty proceeds,
an amount equal to: (i) any Cash payments or proceeds received by Company or any of its
Subsidiaries (A) under any casualty, business interruption or “key man” insurance policies in
respect of any covered loss thereunder, or (B) as a result of the condemnation or taking of any
assets of Company or any of its Subsidiaries by any Person pursuant to the power of eminent domain,
condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power
under threat of such a taking, minus (ii) (A) any actual and reasonable costs incurred by Company
or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Company
or such Subsidiary in respect thereof, and (B) any bona fide direct costs incurred in connection
with any sale of such assets as referred to in clause (b)(i)(B) of this definition to the extent
paid or payable to non-Affiliates, including income taxes payable as a result of any gain
recognized in connection therewith.”



(e) The definition of “Revolving Commitment Termination Date” in Section 1.1 of the
Financing Agreement is hereby amended and restated in its entirety to read as follows:



""Revolving Commitment Termination Date” means the earliest to occur of (a)  November
21, 2019; (b) the date the Revolving Commitments are permanently reduced to zero pursuant to
Section 2.12(b) or 2.13; and (c) the date of the termination of the Revolving
Commitments pursuant to Section 8.1.”



(f) The following new definition of “Second Amendment” is added in alphabetical order to
Section 1.1 of the Financing Agreement to read as follows:



"'Second Amendment’ means the Second Amendment to Financing Agreement, dated as of
October 16, 2014 by and among the Agent, the Service Agent, the Required Lenders and the Loan
Parties.”



(g) The following new definition of “Second Amendment Effective Date” is added in alphabetical
order to Section 1.1 of the Financing Agreement to read as follows:



"'Second Amendment Effective Date’ has the meaning specified therefor in Section 15 of
the Second Amendment.”



(h) The following new definition of “Specified Asset Sales” is added in alphabetical order to
Section 1.1 of the Financing Agreement to read as follows:



"'Specified Asset Sales’ has the meaning specified in the Fee Letter.”



(i) The definition of “Term Loan A Maturity Termination Date” in Section 1.1 of the
Financing Agreement is hereby amended and restated in its entirety to read as follows:



""Term Loan A Maturity Date” means the earlier to occur of (a) November 21, 2019, and
(b) the date that the Term Loan A shall become due and payable in full hereunder, whether by
acceleration or otherwise.”



(j) The definition of “Term Loan B Maturity Termination Date” in Section 1.1 of the
Financing Agreement is hereby amended and restated in its entirety to read as follows:



""Term Loan B Maturity Date” means the earlier to occur of (a) November 21, 2019, and
(b) the date that the Term Loan B shall become due and payable in full hereunder, whether by
acceleration or otherwise.”



(k) The following new definition of “Vallourec Program” is added in alphabetical order to
Section 1.1 of the Financing Agreement to read as follows:



"Vallourec Program” means the early payment program provided by JPMorgan Chase Bank,
N.A. to the Company for receivables due from Vallourec Star, LP.”



3. Yield Maintenance Premium. Section 2.12(c) of the Financing Agreement is
hereby amended and restated in its entirety to read as follows:



"(c) Yield Maintenance Premium. If, on or prior to the 18 month anniversary of the
Closing Date, Borrowers pay, for any reason (including, but not limited to, any optional or
mandatory payment after the occurrence of an Event of Default or after acceleration of the Loans),
all or any part of the principal balance of any Term Loan and/or any Commitment is reduced or
terminated (other than (i) the termination of any Term Loan Commitment on the Closing Date or the
date of the full funding of such Commitment or (ii) with respect to prepayments made pursuant to
Section 2.13(e)), Borrowers shall pay to Service Agent, for the benefit of all Lenders
entitled to a portion of such prepayment or reduction, an amount (the “Yield Maintenance
Premium”) equal to (A) the difference between (1) the aggregate amount of interest (including,
without limitation, interest payable in cash, in kind or deferred) which would have otherwise been
payable on the amount of the principal prepayment or commitment reduction (assuming the full
commitment amount has been drawn) from the date of prepayment or reduction until the 18 month
anniversary of the Closing Date, minus (2) the aggregate amount of interest Lenders would
earn if the prepaid or reduced principal amount were reinvested for the period from the date of
prepayment or reduction until the 18 month anniversary of the Closing Date at the Treasury Rate
(the term “Treasury Rate” shall mean a rate per annum (computed on the basis of actual days
elapsed over a year of 360 days) equal to the rate determined by the Agent on the date three (3)
Business Days prior to the date of prepayment, to be the yield expressed as a rate listed in The
Wall Street Journal for United States Treasury securities having a term of not greater than
thirty-six (36) months), plus (B) an amount equal to the Prepayment Premium that would
otherwise be payable as if such prepayment had occurred on the day after the 18 month anniversary
of the Closing Date. No amount will be payable pursuant to the foregoing provisions with respect
to any prepayment of all or any part of any Loan after the 18 month anniversary of the Closing
Date. Nothing contained in this Section 2.12(c) shall permit any voluntary prepayment or
commitment reduction not otherwise permitted by the terms of this Agreement.”



4. Mandatory Prepayments. Section 2.13 of the Financing Agreement is hereby
amended by (x) replacing the reference in clause (a)(i) therein to “(other than any Asset Sale
described in the Designated Transaction Letter)” with “(other than any (i) Asset Sale described in
the Designated Transaction Letter and (ii) Specified Asset Sales) and (y) adding a new clause
(a)(iv) to read as follows:



"(iv) No later than the first Business Day following the date of receipt by any Loan Party of
any Net Proceeds of any Specified Asset Sale, Borrowers shall apply such Net Proceeds as set forth
in Section 2.14(b); provided, that in the case of (x) a Specified Asset Sale
described in clause (i) of the definition of Specified Asset Sale, (a) $15,000,000 in cash of such
Net Proceeds shall be applied not later than the first Business Day following the date of receipt
by any Loan Party of such Net Proceeds as set forth in Section 2.14(b) and (b) the
remaining amount of such Net Proceeds (which remaining amount shall not be less than $3,000,000)
shall be applied not later than the 30th day following the consummation of such
Specified Asset Sale, and (y) a Specified Asset Sale described in clause (vi) of the definition of
Specified Asset Sale, (a) $25,000,000 in cash of such Net Proceeds shall be applied not later than
the first Business Day following the date of receipt by any Loan Party of such Net Proceeds as set
forth in Section 2.14(b) and (b) any remaining amount of such Net Proceeds shall be applied
not later than the 30th day following the consummation of such Specified Asset Sale.”



5. Issuance of Equity Securities. Section 2.13(c) of the Financing Agreement
is hereby amended and restated in its entirety to read as follows:



"(c) Issuance of Equity Securities. On the date of receipt by Company of any Cash
proceeds from a capital contribution to, or the issuance of any Capital Stock of, Company or any of
its Subsidiaries (other than Capital Stock issued (i) pursuant to any employee stock or stock
option compensation plan, (ii) for which the proceeds of such issuance are to be used solely to
prepay Existing Convertible Notes in accordance with Section 6.18, or (iii) for purposes
approved in writing by Required Lenders), Borrowers shall prepay the Loans and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate
amount equal to 50% of such proceeds, net of underwriting discounts and commissions and other
reasonable costs and expenses associated therewith, in each case, paid to non-Affiliates, including
reasonable legal fees and expenses. Any amounts prepaid pursuant to this Section 2.13(c)
in excess of 50% of such proceeds shall be treated as voluntary prepayments made pursuant to
Section 2.12(a).”



6. Application of Prepayments by Type of Loans. Section 2.14(b) of the
Financing Agreement is hereby amended and restated in its entirety to read as follows:



"(b) Application of Prepayments by Type of Loans. (1) Any prepayment of any Term Loan
pursuant to Section 2.12 and (2) except in connection with any Waivable Mandatory
Prepayment provided for in Section 2.14(c), so long as no Application Event has occurred and is
continuing, any mandatory prepayment of any Loan pursuant to Section 2.13 (other than
Section 2.13(f)), in each case, shall be applied as follows:



(i) the Proceeds from any prepayment pursuant to (x) any Asset Sale of any Revolver Priority
Collateral pursuant to Section 2.13(a) (other than with respect to a Specified Asset Sale),
(y) any insurance policy or condemnation award with respect to any Revolver Priority Collateral
pursuant to Section 2.13(b) and (z) any Extraordinary Receipts with respect to any Revolver
Priority Collateral pursuant to Section 2.13(g) shall be applied (A) first, to
prepay the principal of the Revolving Loan until paid in full, (B) second, if an Event of
Default has occurred and is continuing, to Cash Collateralize Letters of Credit, and (C)
third, to prepay the principal of the Term Loans in the inverse order of maturity until
paid in full;



(ii) the proceeds from any prepayment pursuant to (x) any Asset Sale of any Term Priority
Collateral pursuant to Section 2.13(a) (other than with respect to a Specified Asset Sale),
(y) any insurance policy or condemnation award with respect to any Term Priority Collateral
pursuant to Section 2.13(b) and (z) any Extraordinary Receipts with respect to any Term
Priority Collateral pursuant to Section 2.13(g) shall be applied (A) first, to
prepay the principal of the Term Loans in the inverse order of maturity until paid in full, (B)
second, to prepay the principal of the Revolving Loan until paid in full, and (C)
third, if an Event of Default has occurred and is continuing, to Cash Collateralize Letters
of Credit;



(iii) the proceeds from any prepayment pursuant to an Asset Sale (other than with respect to a
Specified Asset Sale) of all or substantially all of the assets or Capital Stock of any Person or
any insurance which Asset Sale (other than with respect to a Specified Asset Sale) or proceeds of
insurance includes both (x) Revolver Priority Collateral and (y) Term Priority Collateral, shall be
applied in a manner mutually determined by the Agent and Service Agent acting reasonably and in
good faith;



(iv) the proceeds from any prepayment event set forth in Section 2.13(c), Section
2.13(d), Section 2.13(e) or Section 2.13(g) (other than any such proceeds
applied pursuant to clauses (b)(i) or (b)(ii) above) shall be applied, (A) first, to prepay
the principal of the Term Loans in the inverse order of maturity until paid in full,
(B) second, to prepay the principal of the Revolving Loan until paid in full, and (C)
third, if an Event of Default has occurred and is continuing, to Cash Collateralize Letters
of Credit; provided that, notwithstanding the foregoing, Proceeds from (x) working capital
adjustments in connection with any purchase price adjustment or (y) any purchase price adjustments
in connection with a purchase agreement where the Proceeds of Revolving Loans were used to pay the
purchase consideration, in each case, shall be applied to the payment of the Revolving Loans until
paid in full;



(v) the proceeds from any prepayment pursuant to a Specified Asset Sale shall be applied as
follows: (A) first, any Net Proceeds of Revolver Priority Collateral sold in such Specified Asset
Sales shall be applied to pay the principal of the Revolving Loans (provided that the proceeds of
Specified Asset Sales of all or substantially all of the assets or Capital Stock of any Person
which Specified Asset Sale includes both (x) Revolver Priority Collateral and (y) Term Priority
Collateral, shall be allocated between Revolver Priority Collateral and Term Priority Collateral in
a manner mutually determined by the Agent and the Service Agent), (B) second, subject to the right
of the Term Loan Lenders to waive such prepayment pursuant to Section 2.14(c), the next
$13,000,000 of Net Proceeds of Specified Asset Sales shall be applied to prepay the principal of
the Term Loans in the inverse order of maturity, (C) third, the next $4,489,671 of Net Proceeds of
Specified Asset Sales shall be applied to redeem the Existing Convertible Notes at a purchase price
not to exceed par, and (D) the remaining Net Proceeds of Specified Asset Sales shall be applied (x)
35% (or 0% once (i) $13,469,013 of the Existing Convertible Notes have been redeemed or (ii) the
Series B and Series C of the Existing Convertible Notes have been redeemed) to redeem the Existing
Convertible Notes at a purchase price not to exceed par and (y) subject to the right of the Term
Loan Lenders to waive such prepayment pursuant to Section 2.14(c), 65% (or 100% once (i)
$13,469,013 of the Existing Convertible Notes have been redeemed or (ii) the Series B and Series C
of the Existing Convertible Notes have been redeemed) to prepay the principal of the Term Loans in
the inverse order of maturity; provided, that, no payments shall be made pursuant to
clauses (B) through (D) above in this Section 2.14(b)(v) until the aggregate amount of Net
Proceeds of Specified Asset Sales is at least $17,500,000; provided, further, that
until an aggregate amount of Net Proceeds of Specified Asset Sales of at least $17,500,000 is
received, the aggregate amount of Net Proceeds of Specified Asset Sales not applied pursuant to
clause (A) above shall be held in a deposit account subject to the sole dominion and control of the
Agent (the “Reserve Account”); provided, that if any amounts remain in the Reserve
Account on or after December 31, 2014, then all such amounts on deposit therein at any time shall
be applied to prepay the principal of the Term Loans in the inverse order of maturity or as
otherwise agreed by the Agent and the Company1; and



(vi) Notwithstanding the foregoing, the Proceeds of all prepayments pursuant to any asset sale
of Specified Term Priority Collateral, any insurance policy or condemnation award with respect to
Specified Term Priority Collateral and any Extraordinary Receipts with respect to Specified Term
Priority Collateral shall not be applied to the Revolving Loans or to Cash Collateralize any
Letters of Credit.”



7. Financial Statements and Other Reports. Section 5.1 of the Financing
Agreement is hereby amended by adding the following new clause (t) to read as follows:



"(t) Cash Flow Projections. On every other second business day of the week, an
updated 13-week cash flow projection based on information generated through the preceding Friday,
in form and substance satisfactory to the Agent.”



8. Specified Asset Sales. Section 5.17 of the Financing Agreement is hereby
added to the Financing Agreement to read as follows:



“5.17 Specified Asset Sales. Company shall, and shall cause each of the Loan Parties
to, consummate the Specified Asset Sales (which shall include the assumption by the purchaser of
all liabilities, if any, related to such Specified Asset Sales) resulting in cash Net Proceeds of
at least $20,000,000 from the disposition of such Specified Asset Sales on or before March 31, 2015
in accordance with Section 6.9(h). In addition, each Friday, Company shall deliver an
update, in form and substance satisfactory to the Agent and Service Agent, of the status of the
sale process with respect to the Specified Asset Sales and such other information with respect to
the sale process that the Agent or Service Agent requests.”



9. Leverage Ratio. Section 6.8(a) of the Financing Agreement is hereby
amended and restated in its entirety to read as follows:



"(a) Leverage Ratio. Company and its Subsidiaries shall not permit the Leverage Ratio
as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 30,
2014, to exceed the correlative ratio indicated:



	 	 	 
	Fiscal Quarter	 	Leverage Ratio
	September 30, 2014

	 	6.00:1.00
	December 31, 2014

	 	6.00:1.00
	March 31, 2015

	 	6.00:1.00
	June 30, 2015

	 	6.00:1.00
	September 30, 2015

	 	6.00:1.00
	December 31, 2015

	 	6.00:1.00
	March 31, 2016

	 	5.50:1.00
	June 30, 2016

	 	5.00:1.00
	September 30, 2016

	 	4.50:1.00
	December 31, 2016 and each Fiscal Quarter ending thereafter

	 	4.00:1.00”






10. Certain Calculations. Section 6.8(d) of the Financing Agreement is hereby
amended by adding the following sentence at the end thereof to read as follows: “After giving
effect to (x) any Specified Asset Sales (other than any Specified Asset Sale described in clauses
(i) and (vi) of the definition of Specified Asset Sale), (i) the financial covenant levels set
forth in Section 6.8 shall be reset as reasonably determined by the Agent;
provided, that such levels shall not be reset to levels less than 4.25 to 1.00 and (ii) the
Loan Parties, the Agent and the Required Lenders shall promptly execute an amendment to this
Agreement to reflect such adjusted financial covenant levels, (y) the Specified Asset Sale
described in clause (i) of the definition of Specified Asset Sale, the financial covenant levels of
“6.00:1.00” set forth in Section 6.8(a) as in effect on the Second Amendment Effective Date
shall be automatically reset to “5.50:1.00”, and (z) the Specified Asset Sales described in both
clauses (i) and (vi) of the definition of Specified Asset Sale, the financial covenant levels of
“6.00:1.00” set forth in Section 6.8(a) as in effect on the Second Amendment Effective Date
shall be automatically reset to “5.75:1.00”.”



11. Fundamental Changes; Disposition of Assets; Acquisitions. Section 6.9 of
the Financing Agreement is hereby amended by (i) amending and restating clause (c) therein in its
entirety to read as follows:



"(c) Asset Sales (other than Specified Asset Sales), the proceeds of which, when aggregated
with the proceeds of all other Asset Sales (other than Specified Asset Sales) made within the same
Fiscal Year, are less than $2,000,000; provided (A) the consideration received for such
assets shall be in an amount at least equal to the fair market value thereof (determined in good
faith by the Company), (B) no less than 75% thereof shall be paid in Cash, and (C) the Net Proceeds
thereof shall be applied as required by Section 2.13(a);”,



(ii) deleting the word “and” at the end of clause (f) therein, (iii) deleting the “.” at the end of
clause (g) therein and replacing it with “; and”, and (iv) adding the following additional clause
(h) to read as follows:



"(h) Specified Asset Sales; provided (A) the consideration received for such assets
shall be in an amount at least equal to the fair market value thereof (determined in good faith by
the Company), (B) no less than 100% thereof shall be paid in Cash, (C) such Specified Assets Sales
occur on or prior to March 31, 2015 (or such later date as the Agent and Service Agent may agree to
in their sole discretion) and (D) the Net Proceeds thereof shall be applied as set forth in
Section 2.14(b)(v).”



12. Prepayments of Certain Indebtedness. Section 6.18 of the Financing
Agreement is hereby amended and restated in its entirety to read as follows:



“Section 6.18 Prepayments of Certain Indebtedness. No Loan Party shall, directly or
indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any,
interest or other amount payable in respect of any Indebtedness prior to its scheduled maturity,
other than (a) the Obligations, (b) Indebtedness secured by a Permitted Lien if the asset securing
such Indebtedness has been sold or otherwise disposed of in accordance with Section 6.9,
and (c) the Indebtedness identified by the Borrowers to the Agent and the Lenders in writing prior
to the Closing Date then outstanding solely at a purchase price not to exceed par with (i) the
proceeds of the Term Loan B, (ii) the Net Proceeds of Specified Asset Sales pursuant to Section
2.14(b)(v) and (iii) the proceeds of the issuance of Capital Stock of the Company not required
to prepay the Loans pursuant to Section 2.13(c).”



13. Events of Default. Section 8.1(c) of the Financing Agreement is hereby
amended and restated in its entirety to read as follows:



"(c) Breach of Certain Covenants. Failure of any Loan Party to perform or comply with
any term or condition contained in Section 2.5, Section 5.1, Section 5.2,
Section 5.3, Section 5.4, Section 5.5 Section 5.6, Section
5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.11,
Section 5.13, Section 5.14, Section 5.15, Section 5.16 or
Section 5.17 or Article VI; or”



14. Waiver and Consent.



(a) Pursuant to the request by the Loan Parties, but subject to satisfaction of the conditions
set forth in Section 15 hereof, and in reliance upon (A) the representations and warranties of Loan
Parties set forth herein and in the Financing Agreement and (B) the agreements of the Loan Parties
set forth herein, (i) the Required Lenders hereby waive any Event of Default that has or would
otherwise arise under (x) Section 8.1(b) of the Financing Agreement solely by reason of the Loan
Parties failing to pay the Existing Convertible Notes on June 30, 2014 pursuant to the put notices
received by the Loan Parties from the holders of the Existing Convertible Notes and (y) Section
8.1(c) of the Financing Agreement solely by reason of the Loan Parties failing to comply with the
Leverage Ratio covenant in Section 6.8(a) of the Financing Agreement for the Fiscal Quarter ending
June 30, 2014, and (ii) the Required Lenders hereby consent to (x) the amendment and conversion of
the Existing Convertible Notes on terms, conditions and agreements satisfactory to the Required
Lenders, and (y) the Company’s participation in the Vallourec Program in an aggregate amount not to
exceed $30 million in revenue per year.



(b) The waiver and consents in this Section 14 shall be effective only in this specific
instance and for the specific purpose set forth herein and does not allow for any other or further
departure from the terms and conditions of the Financing Agreement or any other Loan Document,
which terms and conditions shall continue in full force and effect.



15. Conditions to Effectiveness. The effectiveness of this Amendment is subject to
the fulfillment, in a manner reasonably satisfactory to the Required Lenders, of each of the
following conditions precedent (the date such conditions are fulfilled or waived by the Required
Lenders is hereinafter referred to as the “Second Amendment Effective Date”):



(a) Representations and Warranties; No Event of Default. The representations and
warranties contained herein, in the Financing Agreement and in each other Loan Document,
certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or
prior to the date hereof shall be true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations or warranties that already are
qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which
representations and warranties shall be true and correct in all respects subject to such
qualification) on and as of the date hereof, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations or warranties that already are qualified
or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which
representations and warranties shall be true and correct in all respects subject to such
qualification) on and as of such earlier date. No Event of Default or Default shall have occurred
and be continuing or would result from the consummation of the Second Amendment.



(b) Delivery of Amendment. Agent shall have received this Amendment, duly executed by
the Borrowers, the Guarantors, the Agent, the Service Agent and the Lenders.



(c) Delivery of Fee Letter Amendment. Agent shall have received an amendment to the
Fee Letter, in form and substance reasonably satisfactory to the Agent (the “Fee Letter
Amendment”), duly executed by the Borrowers and the Agent.



(d) First Niagara Waiver. Agent shall have received a waiver, in form and substance
reasonably satisfactory to the Agent, with respect to (i) the financial covenant default under the
equipment financing agreement, dated as of December 12, 2011, as amended from time to time, by and
between First Niagara Leasing, Inc. and Buffalo Shredding and Recovery, LLC, (ii) amending the
leverage ratio covenant levels therein to be no more onerous than the leverage ratio covenant
levels set forth in the Second Amendment and (iii) containing the written agreement of First
Niagara Leasing, Inc. and the Loan Parties party thereto that all financial covenants set forth in
such equipment financing agreement shall automatically be amended at all times in the future to be
no more onerous than the financial covenants set forth in the Financing Agreement at any time.



(e) Existing Convertible Notes. The following transactions may be effectuated with
respect to the Existing Convertible Notes: (i) the Existing Convertible Notes may be converted (x)
to preferred stock or common stock of the Company at a conversion price and formula, in each case,
acceptable to the Required Lenders and (y) pursuant to terms and conditions acceptable to the
Required Lenders; and/or (ii) the Existing Convertible Notes may be amended, modified and re-issued
as Series A, B and C Notes, each in equal principal amounts, pursuant to terms and conditions
acceptable to the Lenders, including, without limitation, (x) a requirement that all interest with
respect to such notes is paid-in-kind and (y) a provision that the Series A, B and C Notes will
have a one-time put date of May 31, 2020. Notwithstanding the foregoing, 100% of the principal
amount of the Existing Convertible Notes must be converted and/or amended, modified and reissued as
set forth in clauses (i) and/or (ii) above on the Second Amendment Effective Date, in each case,
pursuant to terms, conditions and agreements satisfactory to the Lenders.



(f) Warrants. TSL shall have received (i) warrants, in form and substance
satisfactory to TSL, entitling TSL to convert the Additional Fee (as defined in the Fee Letter
Amendment), in whole or in part, to common stock of the Company at a per-share conversion price
equal to a 10-trading day volume-weighted average price (“VWAP”) for the 10 trading days
prior to the Second Amendment Effective Date (collectively, the “Warrants”, which shall be
in the form attached hereto as Annex A) and (ii) all other agreements, certificates, and
opinions required by TSL in connection with the issuance of the Warrants, in form and substance
satisfactory to TSL.



(g) Expenses. Company shall have paid all costs and expenses of the Agent, the
Service Agent and the Lenders pursuant to Section 10.2 of the Financing Agreement in
connection with the preparation, execution and delivery of this Amendment, including, without
limitation, the fees set forth in the Fee Letter as amended by the Fee Letter Amendment.



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



(a) The execution, delivery and performance by each Loan Party of this Amendment (including,
without limitation, Section 17) and the performance by each Loan Party of the Financing
Agreement, as amended hereby, has been duly authorized by all necessary action, and each Loan Party
has all requisite power, authority and legal right to execute, deliver and perform this Amendment
(including, without limitation, Section 17) and to perform the Financing Agreement, as
amended hereby.



(b) This Amendment and the Financing Agreement, as amended hereby, is a legal, valid and
binding obligation of each Loan Party, enforceable against each Loan Party in accordance with the
terms thereof, except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights
generally.



17. Release. The Loan Parties may have certain Claims against the Released Parties,
as those terms are defined below, regarding or relating to the Financing Agreement or the other
Loan Documents. The Agent, the Lead Arranger, the Service Agent, the Lenders and the Loan Parties
desire to resolve each and every one of such Claims in conjunction with the execution of this
Amendment and thus each Loan Party makes the releases contained in this Section 17. In
consideration of the Agent, the Lead Arranger, the Service Agent, and the Lenders entering into
this Amendment and agreeing to substantial concessions as set forth herein, each Loan Party hereby
fully and unconditionally releases and forever discharges each of the Agent, the Lead Arranger, the
Service Agent and the Lenders, and their respective directors, officers, employees, subsidiaries,
branches, affiliates, attorneys, agents, representatives, successors and assigns and all persons,
firms, corporations and organizations acting on any of their behalves (collectively, the
"Released Parties”), of and from any and all claims, allegations, causes of action, costs
or demands and liabilities, of whatever kind or nature, from the beginning of the world to the date
on which this Amendment is executed, whether known or unknown, liquidated or unliquidated, fixed or
contingent, asserted or unasserted, foreseen or unforeseen, matured or unmatured, suspected or
unsuspected, anticipated or unanticipated, which any Loan Party has, had, claims to have had or
hereafter claims to have against the Released Parties by reason of any act or omission on the part
of the Released Parties, or any of them, occurring prior to the date on which this Amendment is
executed, including all such loss or damage of any kind heretofore sustained or that may arise as a
consequence of the dealings among the parties up to and including the date on which this Amendment
is executed, including the administration or enforcement of the Revolving Loans, the Term Loans,
the Obligations, the Financing Agreement or any of the Loan Documents, in each case, regarding or
relating to the Financing Agreement and the other Loan Documents (collectively, all of the
foregoing, the “Claims”). Each Loan Party represents and warrants that it has no knowledge
of any claim by it against the Released Parties or of any facts or acts of omissions of the
Released Parties which on the date hereof would be the basis of a claim by any Loan Party against
the Released Parties which is not released hereby, in each case, regarding or relating to the
Financing Agreement and the other Loan Documents. Each Loan Party represents and warrants that the
foregoing constitutes a full and complete release of all such Claims.



18. Miscellaneous.



(a) Continued Effectiveness of the Financing Agreement. Except as otherwise expressly
provided herein, the Financing 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 Second Amendment Effective Date (i) all references in the Financing Agreement to
“this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the
Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (ii) all
references in the other Loan Documents to the “Financing Agreement”, “thereto”, “thereof”,
“thereunder” or words of like import referring to the Financing Agreement shall mean the Financing
Agreement as amended by this Amendment. To the extent that the Financing Agreement or any other
Loan Document purports to pledge to Agent, or to grant to Agent, a security interest or lien, such
pledge or grant is hereby ratified and confirmed in all respects. Except as expressly provided
herein, the execution, delivery and effectiveness of this Amendment shall not operate as an
amendment of any right, power or remedy of the Agent, the Lead Arranger, the Service Agent and the
Lenders under the Financing Agreement or any other Loan Document, nor constitute a waiver or an
amendment of any provision of the Financing Agreement or any other Loan Document.



(b) Reaffirmation. Each Loan Party hereby reaffirms its obligations under each Loan
Document to which it is a party. Each Loan Party hereby further ratifies and reaffirms the
validity and enforceability of all of the liens and security interests heretofore granted, pursuant
to and in connection with the Pledge and Security Agreement or any other Loan Document, to Agent,
as collateral security for the obligations under the Loan Documents in accordance with their
respective terms, and acknowledges that all of such Liens and security interests, and all
Collateral heretofore pledged as security for such obligations, continue to be and remain
collateral for such obligations from and after the date hereof.



(c) Counterparts. 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 or electronic mail shall be equally as
effective as delivery of an original executed counterpart of this Amendment.



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



(e) Costs and Expenses. The Loan Parties agree to pay on demand all reasonable fees,
costs and expenses of the Agent, the Service Agent and the Lenders pursuant to Section 10.2
of the Financing Agreement in connection with the preparation, execution and delivery of this
Amendment.



(f) Second Amendment as Loan Document. Each Loan Party hereby acknowledges and agrees
that this Amendment constitutes a “Loan Document” under the Financing Agreement. Accordingly, it
shall be an Event of Default under the Financing Agreement if (i) 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, or (ii) any Loan Party shall fail to perform or
observe any term, covenant or agreement contained in this Amendment.



(g) Governing Law. This Amendment shall be governed by the laws of the State of New
York.



(h) Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.



[Remainder of this Page Intentionally Left Bank]




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



BORROWERS:




METALICO, INC.


AMERICAN CATCON, INC.


BUFFALO SHREDDING AND RECOVERY,


LLC


FEDERAL AUTOCAT RECYCLING, L.L.C.


GOODMAN SERVICES, INC.


HYPERCAT ADVANCED CATALYST PRODUCTS, LLC


MAYCO INDUSTRIES, INC.


METALICO AKRON, INC.


METALICO ALUMINUM RECOVERY, INC.


METALICO BUFFALO, INC.


METALICO PITTSBURGH, INC.


METALICO ROCHESTER, INC.


METALICO TRANSFER, INC.


METALICO TRANSPORT, INC.


METALICO YOUNGSTOWN, INC.


SANTA ROSA LEAD PRODUCTS, INC.


SKYWAY AUTO PARTS, INC.


TOTALCAT GROUP, INC.


TRANZACT CORPORATION




By       /s/ Michael J. Drury      

Name: Michael J. Drury

Title: Authorized Representative





GUARANTORS:




ABBY BURTON, LLC






ADRIANA ELEVEN, LLC


ALLISON MAIN, LLC


CATHERINE LAKE, LLC


ELIZABETH HAZEL LLC


ELLEN BARLOW, LLC


GABRIELLE MAIN, LLC


GENERAL SMELTING & REFINING, INC.


MACKENZIE SOUTH, LLC


MEGAN DIVISION, LLC


MELINDA HAZEL LLC


METALICO AKRON REALTY, INC.


METALICO ALABAMA REALTY, INC.


METALICO COLLIERS REALTY, INC.


METALICO-GRANITE CITY, INC.


METALICO GULFPORT REALTY, INC.


METALICO NEVILLE REALTY, INC.


METALICO NEW YORK, INC.


METALICO SYRACUSE REALTY, INC.


METALICO TRANSFER REALTY, INC.


OLIVIA DEFOREST, LLC


RIVER HILLS BY THE RIVER, INC.


WEST COAST SHOT, INC.




By       /s/ Michael J. Drury      

Name: Michael J. Drury

Title: Authorized Representative




	 	 	 
	TPG SPECIALTY LENDING, INC.,

	as Agent, Lead Arranger and a Lender

	By:

	 	/s/ Michael Fishman
	
 
	 	 
	Name: Michael Fishman

	Title: CEO

	 	







	 	 	 
	TPG SL SPV, LLC,
	as a Lender
	By: /s/ Michael Fishman
	Name: Michael Fishman
	Title: President





	 	 	 
	PNC BANK, NATIONAL ASSOCIATION,
	as Service Agent and a Lender
	By: /s/ Sari J. Garrick
	Name: Sari J. Garrick
	Title: Senior Vice President
	Annex A





[attach form of Warrant]




(See Exhibit 10.53)





	1	 	For illustrative purposes only, an example of
the foregoing application of the Net Proceeds of Specified Asset Sales is the
following: (i) Specified Asset Sales generate Net Proceeds of $20,000,000,
(ii) the portion of such Net Proceeds of Specified Asset Sales with respect to
Revolver Priority Collateral (provided that the proceeds of Specified Asset
Sales of all or substantially all of the assets or Capital Stock of any Person
which Specified Asset Sale includes both (x) Revolver Priority Collateral and
(y) Term Priority Collateral, shall be allocated between Revolver Priority
Collateral and Term Priority Collateral in a manner mutually determined by the
Agent and the Service Agent, which for purposes of this example, will be
$2,500,000) are applied to pay the principal of the Revolving Loans, (iii)
subject to the right of the Term Loan Lenders to waive such prepayment pursuant
to Section 2.14(c), $13,000,000 of such Net Proceeds of Specified Asset
Sales are applied to prepay the principal of the Term Loans in the inverse
order of maturity, (iv) $4,489,671 of such Net Proceeds of Specified Asset
Sales are applied to redeem the Existing Convertible Notes at a purchase price
not to exceed par and (v) the remaining Net Proceeds of such Specified Asset
Sales shall be applied (x) 35% (or 0% once (i) $13,469,013 of the Existing
Convertible Notes have been redeemed or (ii) the Series B and Series C of the
Existing Convertible Notes have been redeemed) to redeem the Existing
Convertible Notes at a purchase price not to exceed par and (y) subject to the
right of the Term Loan Lenders to waive such prepayment pursuant to Section
2.14(c), 65% (or 100% once (i) $13,469,013 of the Existing Convertible
Notes have been redeemed or (ii) the Series B and Series C of the Existing
Convertible Notes have been redeemed) to prepay the principal of the Term Loans
in the inverse order of maturity