\
Exhibit 10.16
NINTH AMENDMENT, WAIVER AND CONSENT TOTHE LOAN AND SECURITY AGREEMENT
          NINTH AMENDMENT, WAIVER AND CONSENT (this “Amendment”), effective as of April 7, 2005,to the Loan and Security Agreement, dated as of May 31, 2001 (as amended by the First Amendmentdated as of March 18, 2002, by the Second Amendment dated as of May 15, 2002, by the ThirdAmendment dated as of May 16, 2003, by the Fourth Amendment dated as of December 31, 2003, by theFifth Amendment dated as of June 29, 2004, by the Sixth Amendment dated as of November 18, 2004, bythe Seventh Amendment dated as of January 7, 2005 (the “Seventh Amendment”) and by theEighth Amendment dated as of February 25, 2005, and as further amended and supplemented from timeto time, the “Loan Agreement”), by and among METALICO, INC., a Delaware corporation (the“Parent”), certain subsidiaries of the Parent identified on the signature pages thereof(such Subsidiaries, together with the Parent, are referred to hereinafter each individually as a“Borrower”, and collectively, as the “Borrowers”), and WELLS FARGO FOOTHILL, INC.(formerly known as Foothill Capital Corporation), as lender (the “Lender”).
          Borrowers have requested that the Lender, and the Lender has agreed to, (A) amend thedefinition of the term “Change of Control” and (B) waive any Event of Default that would otherwisearise under Section 8.2 of the Loan Agreement by reason of the Parent’s noncompliance with Section9(ii) of the Seventh Amendment, as a result of the failure of the Borrowers to provide Lender, onor prior to April 7, 2005, with (i) a Mortgage on the Birmingham Facility in favor of Lender,executed by Metalico Alabama Realty, Inc., an Alabama corporation (“Alabama Realty”), (ii)a Title Insurance Policy with respect to the Birmingham Facility, (iii) a survey of the BirminghamFacility, certified to the Lender and to the issuer of the Title Insurance Policy and (iv) aGuaranty, duly executed by Alabama Realty. Based upon the terms and conditions set forth herein,Lender has agreed to such waiver. Accordingly, Borrowers and Lender hereby agree as follows:
          1. All terms used herein which are defined in the Loan Agreement and not otherwise definedherein are used herein as defined therein.
          2. The definition of the term “Change of Control” is hereby amended by (i) deleting,” beforeclause (c) and substituting “or” therefor and (ii) deleting clause (d) in its entirety.
          3. Subject to Section 4 hereof, Lender consents to, and waives any Event of Default that wouldotherwise arise under Section 8.2 of the Loan Agreement by reason of the Parent’s noncompliancewith Section 9(ii) of the Seventh Amendment, provided that, (i) the Parent assigns andtransfers Provident Life and Accident Insurance Company life insurance policy number B3336315 (the“Insurance Policy”) to Lender pursuant to an Assignment of Life Insurance Policy asCollateral, in form and substance satisfactory to the Lender, and provides evidence of suchassignment and transfer to the Lender and (ii) Lender receives a copy of the Insurance Policy.
          4. This Amendment (i) shall become effective as of the date set forth above when signed by theLender, (ii) may be executed in multiple counterparts, each of which shall be deemed an original,but all of which taken together shall constitute one and the same instrument,
 

 

(iii) shall be effective only in this specific instance and for the specific purposes setforth herein, and (iv) does not allow for any other or further departure from the terms andconditions of the Loan Agreement or any other Loan Document, which terms and conditions shallcontinue in full force and effect.
2

 

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date first above written.       **METALICO, INC.,**  a Delaware corporation  **METALICO-COLLEGE GROVE, INC.,**  a Tennessee corporation  **HHP CORPORATION,**  a Tennessee corporation  **METALICO-EVANS, INC.,**  a Georgia corporation  **METALICO-GRANITE CITY, INC.,**  an Illinois corporation  **WEST COAST SHOT, INC.,**  a Nevada corporation  **METALICO ROCHESTER, INC.**  **(f/k/a Metallico Lyell Acquisitions, Inc.),**  a New York corporation  **LAKE ERIE RECYCLING CORP.,**  a New York corporation  **METALICO HARTFORD, INC.**,  a Connecticut corporation  **SANTA ROSA LEAD PRODUCTS, INC.,**a  California corporation  **GULF COAST RECYCLING, INC.,**  a Florida corporation  **METALICO ALUMINUM RECOVERY, INC.,**  a New York corporation  **BUFFALO HAULING CORP.,**  a New York corporation  **MAYCO INDUSTRIES, INC.,**  an Alabama corporation      By: /s/ Michael J. Drury       Name: Michael J. Drury   Title:   Authorized Representative
 

 
     Accepted and agreed to  as of the date first above written:       **WELLS FARGO FOOTHILL, INC.**       By:      /s/ Douglas Tindle        Name: Douglas Tindle   Title:   Vice President