EX-10.33






Exhibit 10.33




AMENDMENT 3

Dated March 6, 2013

to

EQUIPMENT FINANCING AGREEMENT NO. 13379 (the “Agreement”)

dated December 12, 2011 between Buffalo Shredding and Recovery, LLC

(as “Borrower”) and First Niagara Leasing, Inc. (as “Lender”)




Effective this 6th day of March 2013, the parties hereto agree that Section 30
Financial Covenants of the above referenced Agreement is hereby amended and restated in its
entirety as follows:




30. FINANCIAL COVENANTS: (a) Maximum Capital Expenditures; Neither Borrower nor Borrower’s
parent company, Metalico, Inc., shall incur or make (a) any Capital Expenditures for unfinanced
acquisitions in excess of $3,300,000 in the aggregate for the period commencing October 1, 2012
through and including December 31, 2012, (b) any Capital Expenditures for unfinanced
acquisitions in excess of $13,250,000 in the aggregate for the period commencing January 1, 2013
through and including September 30, 2013 and (c) any Capital Expenditures, including Capital
Expenditures for unfinanced acquisitions, in excess of $28,000,000 in the aggregate for fiscal
year 2011 and in excess of $25,000,000 in the aggregate in any other fiscal year. “Capital
Expenditure” means any expenditure to expend money for any purchase or other acquisition of any
asset that may be properly classified as a fixed or capital asset on a consolidated balance
sheet Metalico, Inc. and its subsidiaries, prepared in accordance with generally accepted
accounting principles. Notwithstanding the foregoing, to the extent that the maximum Capital
Expenditure covenant contained herein is inconsistent with the maximum Capital Expenditure
covenant contained in any senior financing agreement or other senior financing document (as
amended, the “Senior Financing Documents”) to which the Borrower or Metalico, Inc. is subject,
then the maximum Capital Expenditure covenant contained herein shall be amended to the extent
necessary to “mirror” the Capital Expenditure covenant set forth in such Senior Financing
Documents.




(b) Minimum Fixed Charge Coverage Ratio. Borrower and Borrower’s parent company, Metalico,
Inc., shall not permit the Fixed Charge Coverage Ratio to be less than 1.10 to 1.0 at the end of
each fiscal quarter for the four (4) most recently completed fiscal quarters commencing December
31, 2013, measured on a consolidated/consolidating basis. “Fixed Charge Coverage Ratio” means,
as of the date of determination, the ratio of (i) EBITDA minus the unfinanced portion of Capital
Expenditures to (ii) Fixed Charges, all calculated for Metalico, Inc. and its subsidiaries
(including Borrower) on a consolidated basis in accordance with generally accepted accounting
principles. Notwithstanding the foregoing, to the extent that the minimum Fixed Charge Coverage
Ratio covenant contained herein is inconsistent with the minimum Fixed Charge Coverage Ratio
covenant contained in any Senior Financing Documents to which the Borrower or Metalico, Inc. is
subject, then the minimum Fixed Charge Coverage Ratio covenant contained herein shall be amended
to the extent necessary to “mirror” the Fixed Charge Coverage Ratio covenant set forth in such
Senior Financing Documents; provided, however, that in no event shall such inconsistency with
the Senior Financing Documents result in a minimum Fixed Charge Coverage Ratio of less than 1.00
to 1.00, nor shall the component definitions of “Fixed Charge Coverage Ratio” be deemed to be
amended or modified.




(c) Minimum EBITDA. Borrower and Borrower’s parent company, Metalico, Inc., shall have, at the
end of each calendar quarter set forth below, EBITDA for the period then ended measured on a
consolidated basis of not less than the following:



	 	 	 	 	 
	Period Ending

	 	Minimum EBITDA

	 

	 	 	 	 
	Three months ending December 31, 2012

	 	$	3,200,000	 
	 

	 	 	 	 
	Three months ending March 31, 2013

	 	$	4,000,000	 
	 

	 	 	 	 
	Three months ending June 30, 2013

	 	$	9,400,000	 
	 

	 	 	 	 
	Three months ending September 30, 2013

	 	$	9,600,000	 
	 

	 	 	 	 







(d) Minimum Availability. After giving effect to any “Borrowing” or the issuance of any “Letter
of Credit” under, and as those terms are defined in, the Senior Financing Documents, Metalico,
Inc. and the Borrower shall have Availability (as defined in the Senior Financing Documents) of
not less than $30,000,000 for any five consecutive Business Days.




“EBITDA” means, for any period, net income for such period plus (a) without duplication and to
the extent deducted in determining net income for such period, the sum of (i) interest expense
for such period, (ii) income tax expense for such period, (iii) any extraordinary non-cash
charges for such period and (iv) any other non-cash charges for such period (but excluding any
non-cash charge in respect to an item that was included in net income in a prior period and any
non-cash charge that relates to the write-down or write-off of inventory), minus ((b) without
duplication and to the extent included in net income, (i) any cash payments made during such
period in respect of non-cash charges described in clause (a) (iv) taken in a prior period and
(ii) any extraordinary gains and any non-cash items of income for such period, all calculated
for Metalico, Inc. and its subsidiaries (including Borrower) on a consolidated basis in
accordance with generally accepted accounting principles.




“Fixed Charges” means, with reference to any period, without duplication, cash interest expense,
plus cash prepayments and scheduled principal payments on indebtedness made during such period,
plus all federal, state and local taxes paid in cash, net of tax refunds received in cash (but
in no event shall such net amount be less than zero), plus dividends or distributions paid in
cash, plus capital lease obligation payments, plus cash contributions to any Plan, so long as
such cash contributions are not expensed in the income statement, all calculated for Metalico,
Inc. and its subsidiaries on a consolidated basis, it being understood that any redemption of
the convertible notes (including redemptions made prior to 2012) shall not be used in
calculating Fixed Charges other than as set forth in Section 6.08 (b) (vi) of the Chase Senior
Financing Document.




“Plan” means any employee pension benefit plan (other than a multiemployer plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of
ERISA, and in respect of which any Borrower or any ERISA affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.




Borrower will cause Metalico, Inc. to adhere to the financial covenants as herein above stated
and shall notify Lender if changed in the Senior Financing Documents.



Borrower agrees to pay to Lender an amendment fee in the amount of $7,500.00.



All other terms and conditions of the Agreement shall remain unaltered. The parties have caused
this Amendment 3 to be executed by their duly authorized representatives as of the date first set
forth above.



	 	 	 	 	 	 	 
	Lender: First Niagara Leasing, Inc.	 	 	 	Borrower: Buffalo Shredding and Recovery, LLC
	 	 	 	 	By: Metalico New York, Inc., its sole Member
	By: /s/ Charles J. LaChiusa	 	By: /s/ Eric W. Finlayson
	 	 	 
	Name:
	 	Charles LaChiusa
	 	 	 	Name:Eric W. Finlayson

	Title:
	 	First Vice President
	 	Title:
	 	Vice President and Treasurer