EX-10.2






Exhibit 10.2




AMENDMENT NO. 6 TO FINANCING AGREEMENT




This AMENDMENT NO. 6 TO FINANCING AGREEMENT (this “Amendment”) is entered into as of
February 27, 2009 (the “Amendment Date”) but effective as to the provisions so specified
below as of December 31, 2008, by and among METALICO, INC., a Delaware corporation
(“Borrower”), each Subsidiary of Borrower listed as a “Guarantor” on the signature pages
hereto (each a “Guarantor” and collectively, jointly and severally, the
“Guarantors”), the lenders signatory hereto (each a “Lender” and collectively, the
“Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as
collateral agent for the Lenders (in such capacity, together with any successor collateral agent,
the “Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such
capacity, together with any successor administrative agent, the “Administrative Agent” and
together with the Collateral Agent, each an “Agent” and collectively, the
“Agents”).



W I T N E S S E T H:




WHEREAS, the Borrower, the Guarantors, the Agents and the Lenders are parties to that certain
Financing Agreement, dated as of July 3, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, the “Financing Agreement”; capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Financing Agreement as amended
hereby);



WHEREAS, the Borrower has requested that the Agents and Required Lenders make certain
amendments to the Financing Agreement; and



WHEREAS, upon the terms and conditions set forth herein, the Agents and Required Lenders are
willing to accommodate the Borrower’s request.



NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




	 	1.	 	Amendment to Financing Agreement.





(a) Amendment to Section 1.01. Section 1.01 of the Financing Agreement is hereby
amended by adding the following definitions in the appropriate alphabetical positions:



““Sixth Amendment” means that certain Amendment No. 6 to Financing
Agreement and Consent, dated as of February 27, 2009, by and among the Borrower, the
Guarantors, the Lenders, and the Agents.”



““Sixth Amendment Effective Date” has the meaning set forth in
Section 2 of the Sixth Amendment.”



““Working Assets” means, for purposes of determining compliance with
Section 7.03(f) only, the sum of (i) the book value of net Accounts
Receivable of the Borrower and the Guarantors, plus (ii) the book value of net
Inventory of the Borrower and the Guarantors, plus (iii) the actual value of all
Cash and Cash Equivalents of the Borrower and the Guarantors, in each case as shown
on the consolidated balance sheet of the Borrower and the Guarantors as of the last
day of the immediately preceding calendar month.”



(b) Amendment to Section 1.01. Section 1.01 of the Financing Agreement,
Definitions, is hereby further amended by amending and restating in its entirety the
definition of “Consolidated EBITDA” as follows:




““Consolidated 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 Borrower’s ownership of the
Capital Stock of Beacon, (G) to the extent actually paid during such period, fees and
expenses related to the consummation of the transactions contemplated to be closed on the
Effective Date under this Agreement and the transactions contemplated by the Annaco
Acquisition Agreement, and (H) 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 Consolidated EBITDA of the Borrower and
its Subsidiaries for each fiscal month during the period from July 1, 2006 to June 30, 2007
shall be as mutually agreed to by the Borrower and the Agents; provided further that, for
the purposes of calculating Consolidated EBITDA (other than for the purposes of calculating
Excess Cash Flow) of the Borrower, the Consolidated 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).



(c) Amendment to Section 1.03. Section 1.03 of the Financing Agreement is hereby
amended by adding the following new sentence at the end thereof:



“For purposes of determining compliance with Section 7.03, if (i) a scheduled ratio
for a test period is negative and (ii) Consolidated EBITDA or TTM EBITDA, as applicable, for such
test period is negative, then the absolute number in the numerator of the actual ratio must be a
higher absolute number than the absolute number in the numerator of the scheduled ratio.”



(d) Amendment to Section 2.04(a). Section 2.04(a) of the Financing Agreement is
hereby amended by (x) deleting “6.5 percentage points” in clause (i) and inserting “9.5 percentage
points” in place thereof, and (y) by deleting “3.5 percentage points” in clause (ii) and inserting
“6.5 percentage points” in place thereof.



(e) Amendment to Section 2.04(b). Section 2.04(b) of the Financing Agreement is
hereby amended by (x) deleting “6.5 percentage points” in clause (i) and inserting “9.5 percentage
points” in place thereof, and (y) by deleting “3.5 percentage points” in clause (ii) and inserting
“6.5 percentage points” in place thereof.



(f) Amendment to Section 2.04(c). Section 2.04(c) of the Financing Agreement is
hereby amended by (x) deleting “6.5 percentage points” in clause (i) and inserting “9.5 percentage
points” in place thereof, and (y) by deleting “3.5 percentage points” in clause (ii) and inserting
“6.5 percentage points” in place thereof.



(g) Amendment to Section 2.04. Section 2.04 of the Financing Agreement is hereby
amended by adding the following new clauses (h) and (i) at the end thereof:



“(h) In the event that Borrower is prohibited from making the repayment of Term
Loans provided for in Section 2.05(c)(viii), then effective as of April 1,
2009, each interest rate set forth in each of Sections 2.04(a), 2,04(b) and
2.04(c) shall be permanently, automatically and retroactively increased by 1.0
percentage point, with additional interest due as a result of such increase for the
period from April 1, 2009 to May 13, 2009 being due and payable on May 13, 2009.
For avoidance of doubt, the interest rate increase provided for in this Section
2.04(h) is in addition to, and total interest due will be computed on a
cumulative basis with, accrual of interest at the Post Default Rate as provided in
Section 2.04(c).”



“(i) In the event that Borrower is permitted to make the payment provided for
in Section 2.05(c)(viii), but is thereafter prohibited from making the
repayment of Term Loans provided for in Section 2.05(c)(ix), then effective
as of July 1, 2009, each interest rate set forth in each of Sections 2.04(a),
2,04(b) and 2.04(c) shall be permanently, automatically and retroactively
increased by 1.0 percentage point, with additional interest due as a result of such
increase for the period from July 1, 2009 to August 12, 2009 being due and payable
on August 12, 2009. For avoidance of doubt, the interest rate increase provided for
in this Section 2.04(h) is in addition to, and total interest due will be
computed on a cumulative basis with, accrual of interest at the Post Default Rate as
provided in Section 2.04(c).”



(h) Amendment to Section 2.05(c). Section 2.05(c) of the Financing Agreement is
hereby amended by adding the following new clauses (viii) and (ix) at the end thereof:



“(viii) On (x) May 13, 2009, or (y) the second Business Day after such earlier date as the
Borrower may deliver (A) the Deliverables (as defined in the Intercreditor Agreement) to Foothill
and (B) the officer’s certification required pursuant to this Section 2.05(c)(viii), and
provided that no Default (as defined in the Foothill Agreement) or Event of Default (as defined in
the Foothill Agreement) has occurred and is continuing under the Foothill Loan Agreement as of the
date of payment or would result therefrom (the “Pre-Payment Block Event”), the Borrower
will immediately prepay the Term Loans in the amount of five million dollars ($5,000,000), which
prepayment shall be applied to the outstanding principal amounts of the Term Loans on a pro rata
basis. If such pre-payment cannot be made by reason of the occurrence and continuance of the
Pre-Payment Block Event as provided in this Section 2.05(c)(viii), then Section
2.04(h) shall apply. In furtherance of this covenant, Borrower further agrees that,
concurrently with delivery of any certificate required pursuant to Section 7.01(a)(iv) with respect
to the fiscal quarter ended March 31, 2009, Borrower shall deliver to the Administrative Agent a
certificate (which may be incorporated into the certificate delivered pursuant to Section
7.01(a)(iv)) of an Authorized Officer of Borrower certifying that (A) the Pre-Payment Block Event
has not occurred and is not continuing as of such date or would result from such pre-payment and
(B) Borrower has delivered the Deliverables (as defined in the Intercreditor Agreement) to Foothill
on the second Business Day prior to such pre-payment.”



“(ix) On (x) August 12, 2009, or (y) the second Business Day after such earlier date as the
Borrower may deliver (A) the Deliverables (as defined in the Intercreditor Agreement) to Foothill
and (B) the officer’s certification required pursuant to this Section 2.05(c)(ix), and
provided the Pre-Payment Block Event has not occurred and is not continuing as of the date of
payment or would result therefrom, the Borrower will immediately prepay the Term Loans in the
amount of five million dollars ($5,000,000), which prepayment shall be applied to the outstanding
principal amounts of the Term Loans on a pro rata basis, provided that if such payment cannot be
made by reason of the occurrence and continuance of the Pre-Payment Block Event as provided in this
Section 2.05(c)(ix), then Section 2.04(i) shall apply. In furtherance of this
covenant, Borrower further agrees that, concurrently with delivery of any certificate required
pursuant to Section 7.01(a)(iv) with respect to the fiscal quarter ended June 30, 2009, Borrower
shall deliver to the Administrative Agent a certificate (which may be incorporated into the
certificate delivered pursuant to Section 7.01(a)(iv)) of an Authorized Officer of Borrower
certifying that (A) the Pre-Payment Block Event has not occurred and is not continuing as of such
date or would result from such pre-payment and (B) Borrower has delivered the Deliverables (as
defined in the Intercreditor Agreement) to Foothill on the second Business Day prior to such
pre-payment.”



(i) Amendment to Section 7.01(a). Section 7.01(a)(i) of the Financing
Agreement is hereby amended by deleting the reference to “45 days” therefrom and inserting in place
thereof a reference to “40 days.”



(j) [Intentionally Omitted] 



(k) Amendment to Section 7.02(n). Section 7.02(n) of the Financing Agreement is
hereby amended by adding the new text to the end thereof as follows:



“Notwithstanding anything to the contrary set forth in this Section
7.02(n) and to the extent permitted under the Convertible Notes Subordination
Agreement, the Borrower may at any time and from time to time propose to the holders
of the Convertible Subordinated Indebtedness to exchange on customary terms and
conditions reasonably satisfactory to Administrative Agent, and to consummate the
exchange of, all or any portion of the outstanding Convertible Notes for Capital
Stock of the Borrower that is not Preferred Stock (i.e. that is Borrower’s common
stock) (such exchange a “Permitted Equity for Debt Exchange”). For
avoidance of doubt, (i) any Permitted Equity for Debt Exchange shall be a straight
exchange of Subordinated Notes for common stock of the Borrower, (ii) such Permitted
Equity for Debt Exchange shall not include any component of cash, new debt issuance,
or other non-common stock compensation, premium, consent fee, amendment fee or other
delivery of any kind or description directly or indirectly to or for the benefit of
the holders of Subordinated Notes that tender Subordinated Notes into the exchange
offer, and (ii) no Capital Stock of the Borrower may be issued for cash for the
purpose of exchanging such cash for Subordinated Notes. Borrower may incur and
directly pay customary and reasonable fees, including attorneys’ fees, accounting
fees, investment banking fees, dealer-manager fees or financial advisor fees, in
each case provided that the payment of such fees shall not result in the occurrence
of a Default or Event of Default under this Agreement.”



(l) Amendment to Section 7.03(a). Section 7.03(a) of the Financing Agreement is
hereby amended by deleting the indicated leverage ratios pertaining to each fiscal quarter ending
in 2009 and inserting in place thereof the following ratios:



	 	 	 
	“Fiscal Quarter End

	 	Leverage Ratio
	March 31, 2009

	 	2.08:1.00
	June 30, 2009

	 	(16.38):1.00
	September 30, 2009

	 	(31.30):1.00
	December 31, 2009

	 	1.61:1.00”






Administrative Agent shall establish required maximum ratios for each period ending on the last day
of each fiscal quarter after December 31, 2009 based on the projections to be delivered during
December, 2009 pursuant to Section 7.01(a)(vii) in such manner as Administrative Agent may
determine in its sole and absolute discretion, provided, that if Administrative Agent and Borrower
cannot agree on such revised maximum ratios, then for purposes of Section 7.03(a), the
leverage ratios currently set forth opposite each fiscal quarter ending on and after March 31, 2010
shall be the maximum leverage ratio presently set forth in Section 7.03(a).



(m) Amendment to Section 7.03(c). Section 7.03(c) of the Financing Agreement
is hereby amended by (i) deleting the introductory language contained therein and inserting in
place thereof the following: “Permit the Fixed Charge Coverage Ratio of the Borrower and its
Subsidiaries for the period set forth below to be less than the applicable ratio set forth opposite
such period:”, (ii) deleting the reference to “Fiscal Quarter End” therefrom and inserting in place
thereof a reference to “Applicable Period”, (iii) inserting “The 4 consecutive fiscal quarter
period ending” immediately prior to each reference to a date and (iv) deleting the indicated
coverage ratios pertaining to each fiscal quarter ending in 2009 and inserting in place thereof the
following ratios:



	 	 	 
	Applicable Period

	 	Fixed Charge Coverage Ratio
	“The 12 month period ending January 31, 2009

	 	1.434:1.00
	The 12 month period ending February 29, 2009

	 	0.838:1.00
	The 12 month period ending March 31, 2009

	 	0.521:1.00
	The 12 month period ending April 30, 2009

	 	0.013:1.00
	The 12 month period ending May 31, 2009

	 	(0.198):1.00
	The 12 month period ending June 30, 2009

	 	(0.363):1.00
	The 12 month period ending July 31, 2009

	 	(0.615):1.00
	The 12 month period ending August 31, 2009

	 	(0.450):1.00
	The 12 month period ending September 30, 2009

	 	(0.237):1.00
	The 12 month period ending October 31, 2009

	 	(0.008):1.00
	The 12 month period ending November 30, 2009

	 	0.149:1.00
	The 12 month period ending December 31, 2009

	 	0.535:1.00”






Administrative Agent shall establish required minimum coverage ratios for each period ending on the
last day of each fiscal quarter after December 31, 2009 based on the projections to be delivered
during December, 2009 pursuant to Section 7.01(a)(vii) in such manner as Administrative
Agent may determine in its sole and absolute discretion, provided, that if Administrative Agent and
Borrower cannot agree on such revised minimum coverage ratios, then for purposes of Section
7.03(c), the minimum coverage ratios currently set forth opposite each fiscal quarter ending on
and after March 31, 2010 shall be the minimum coverage ratio presently set forth in Section
7.03(c).



(n) Amendment to Section 7.03(d). Section 7.03(d) of the Financing Agreement
is hereby amended effective for all purposes as of December 31, 2008 by deleting the indicated TTM
EBITDA amount pertaining to each fiscal quarter ending December 31, 2008 and in 2009 and inserting
in place thereof the following TTM EBITDA amount:



	 	 	 	 	 
	“Fiscal Quarter End

	 	TTM EBITDA

	December 31, 2008

	 	$	53,096,000	 
	March 31, 2009

	 	$	33,212,000	 
	June 30, 2009

	 	 	($3,743,000	)
	September 30, 2009

	 	 	($2,337,000	)
	December 31, 2009

	 	$	33,509,000”	 






Administrative Agent shall establish required minimum TTM EBITDA for each period ending on the last
day of each fiscal quarter after December 31, 2009 based on the projections to be delivered during
December, 2009 pursuant to Section 7.01(a)(vii) in such manner as Administrative Agent may
determine in its sole and absolute discretion, provided, that if Administrative Agent and Borrower
cannot agree on such revised minimum TTM EBITDA, then for purposes of Section 7.03(d), the
minimum TTM EBITDA currently set forth opposite each fiscal quarter ending on and after March 31,
2010 shall be the minimum TTM EBITDA presently set forth in Section 7.03(d).



(o) Amendment to Section 7.03(e). Section 7.03(e) of the Financing Agreement is
hereby amended by deleting the indicated Capital Expenditure amount pertaining to 2009 and
inserting in place thereof the following capital expenditure amount (provided that in all other
respects such covenant, including capital expenditure amounts currently established for fiscal
quarters ending in 2010, 2011 and 2012, continues in full force and effect:



	 	 	 
	“Fiscal Year 2009

	 	$6,325,000”
	 

	 	 






(p) Amendment to Section 7.03. Section 7.03 of the Financing Agreement is hereby
amended by adding a new subclause (f) at the end thereof as follows:




“(f) Working Assets. Permit Working Assets of the Borrower and its Subsidiaries
for the period ended as of the last Business Day of each calendar month set forth below to be
less than the applicable amount set forth in the column entitled “Working Assets”:



	 	 	 	 	 
	Calendar Month End

	 	Working Assets

	January 2009

	 	$	92,051,000	 
	February 2009

	 	$	80,649,000	 
	March 2009

	 	$	79,065,000	 
	April 2009

	 	$	70,505,000	 
	May 2009

	 	$	71,322,000	 
	June 2009

	 	$	73,018,000	 
	July 2009

	 	$	69,817,000	 
	August 2009

	 	$	74,543,000	 
	September 2009

	 	$	80,445,000	 
	October 2009

	 	$	81,349,000	 
	November 2009

	 	$	73,669,000	 
	December 2009 and each month thereafter

	 	$	71,265,000”	 







	 	2.	 	Conditions Precedent to Amendment. The satisfaction of each of the
following





shall constitute conditions precedent to the effectiveness of this Amendment and each and every
provision hereof (the date upon which all conditions precedent have been satisfied or waived by the
Administrative Agent being herein called the “Sixth Amendment Effective Date”):



(a) The Collateral Agent shall have received this Amendment and an amendment fee letter of
even date herewith (the “Amendment 6 Fee Letter”), each duly executed by the parties
hereto, and the same shall be in full force and effect.



(b) After giving effect to this Amendment, the representations and warranties herein and in
the Financing Agreement and the other Loan Documents shall be true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of
the date hereof, as though made on such date (except to the extent that such representations and
warranties relate solely to an earlier date).



(c) No Default or Event of Default shall have occurred and be continuing on the date hereof,
nor shall result from the consummation of the transactions contemplated herein.



(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly
or indirectly, the consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against any Loan Party, any Agent, or any Lender.



(e) The Borrower shall pay concurrently with the closing of the transactions evidenced by this
Amendment, all fees, costs, expenses and taxes then payable pursuant to Section 2.06 (including the
fees, if any, under the Fee Letter) or 12.04 (including the attorneys fees of the Agents incurred
in connection with this Amendment) of the Financing Agreement.



(f) The Borrower shall, concurrently with the closing of the transactions evidenced by this
Amendment, prepay the Term Loans in the amount of five million dollars ($5,000,000), which
prepayment shall be applied to the outstanding principal amounts of the Term Loans on a pro rata
basis.



(g) The Collateral Agent shall have received the Seventh Amendment to the Foothill Loan
Agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the parties
thereto, and the same shall be in full force and effect.



(h) The Collateral Agent shall have received Amendment Number Four to the Intercreditor
Agreement, in form and substance satisfactory to the Collateral Agent, duly executed by the parties
thereto, and the same shall be in full force and effect.



(i) The Collateral Agent shall have received evidence reasonably satisfactory to it of the
closure of the investment account opened by the Borrower at Wachovia Securities.



(j) The Collateral Agent shall have received the following:




	 	1.	 	a copy of the resolutions of each Loan Party,
certified as of the Sixth Amendment Effective Date by an authorized
officer thereof, authorizing the execution, delivery and performance by
such Loan Party of this Amendment and the other Loan Documents to be
executed and delivered pursuant hereto to which such Loan Party is a
party, and the performance of the Loan Agreement, as amended;






	 	2.	 	a certificate of an authorized officer of each
Loan Party certifying the names and true signatures of the
representatives of such Loan Party authorized to sign this Amendment
and the other documents to be executed and delivered by such Loan Party
in connection herewith, together with evidence of the incumbency of
such authorized officers;






	 	3.	 	certificates of an authorized officer of each
Loan Party certifying either that (A) attached thereto is a complete
and correct copy of the governing documents of such Loan Party or (B)
the governing documents of such Loan Party previously delivered to the
Agent in connection with the closing of the Loan Agreement remain true
and correct and in full force and effect without amendment as of the
Sixth Amendment Effective Date; and






	 	4.	 	such other agreements, instruments, approvals,
opinions and other documents as Agent may reasonably request.





(k) The Collateral Agent shall have received evidence reasonably satisfactory to it of the
permanent repayment in full of all term loans owed by the Borrower under the Foothill Loan
Agreement and the termination of all commitments to make term loans to the Borrower under the
Foothill Loan Agreement.



(l) The Collateral Agent shall have received evidence reasonably satisfactory to it of the
permanent reduction to an aggregate commitment to make revolving loans of $60,000,000 under the
Foothill Loan Agreement and the termination of all commitments in excess of $60,000,000 in the
aggregate to make revolving loans to the Borrower under the Foothill Loan Agreement.



3. Covenants.



(a) The interest rate increases provided for in Sections 1(c), 1(d) and
1(e) of this Amendment shall be effective as of the date of execution of this Amendment.



(b) The Borrower hereby covenants and agrees that it shall do each of the following (the
failure to comply with any of the following within the time frame set forth below shall constitute
an immediate Event of Default):




	 	(i)	 	Not later than thirty days after the Sixth Amendment Effective
Date, Borrower shall execute and deliver to the Collateral Agent a multiple
lender form of account control agreement with respect to the investment account
opened by it with Wells Fargo Brokerage Services, LLC in September 2008 (the
“Investment Account”), in form and substance satisfactory to the
Collateral Agent. In the event that the Borrower does not deliver such account
control agreement by such date, the Borrower shall (A) immediately close the
Investment Account and transfer any proceeds or other property in the
Investment Account into an account of the Borrower subject to a control
agreement executed in favor of the Collateral Agent and (B) deliver to the
Collateral Agent evidence reasonably satisfactory to the Collateral Agent of
such actions in the foregoing clause (A).






	 	(ii)	 	Not later than thirty days after the Sixth Amendment Effective
Date, Borrower shall execute and deliver to the Collateral Agent Amendment
Number Four to the Five Party Wholesale Lockbox Agreement pursuant to which
each Subsidiary of the Borrower that is the account holder of a lockbox account
is joined as a party, in form and substance satisfactory to the Collateral
Agent, duly executed by the parties thereto.





(c) Not later than September 30, 2009, Borrower shall, and shall cause each of the Guarantors
to, take all steps necessary to perfect liens in favor of Foothill on all owned motor vehicles that
are not subject to a Permitted Lien, provided that, in any jurisdiction that permits more than one
lien to be concurrently perfected, then as to motor vehicles registered in such jurisdiction(s),
Collateral Agent shall also be shown on the certificates of title for each such vehicle as a lien
holder, subject to the Intercreditor Agreement.



4. Amendment Fee. Concurrently with, and as a condition to, the closing of the
transactions evidenced by this Amendment, Borrower shall pay the fee set forth in the Amendment 6
Fee Letter.



5. No Other Amendments or Waivers. This Amendment, and the terms and provisions
hereof, constitute the entire agreement among the parties pertaining to the subject matter hereof
and supersedes any and all prior or contemporaneous amendments relating to the subject matter
hereof. Except for the amendment to the Financing Agreement expressly set forth in Section
1 hereof, the Financing Agreement and other Loan Documents shall remain unchanged and in full
force and effect. To the extent any terms or provisions of this Amendment conflict with those of
the Financing Agreement or other Loan Documents, the terms and provisions of this Amendment shall
control. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of or as an amendment of, any right, power, or remedy of
the Agents or the Lenders under the Financing Agreement or any of the other Loan Documents as in
effect prior to the date hereof, nor constitute a waiver of any provision of the Financing
Agreement or any of the other Loan Documents. The agreements set forth herein are limited to the
specifics hereof, shall not apply with respect to any facts or occurrences other than those on
which the same are based, shall not excuse future non-compliance under the Financing Agreement, and
shall not operate as a consent to any further or other matter, under the Loan Documents. Each Loan
Party acknowledges and expressly agrees that the Agents and the Lenders reserve the right to, and
do in fact, require strict compliance with all terms and provisions of the Financing Agreement and
the other Loan Documents. No Loan Party has any knowledge of any challenge to any Agent’s or any
Lender’s claims arising under the Loan Documents, or to the effectiveness of the Loan Documents.



6. Representations and Warranties of the Loan Parties. Each Loan Party represents and
warrants as follows:



(a) (i) the representations and warranties contained in the Financing Agreement and in each
other Loan Document are true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof) on and as of such date as though made on and as of
such date (except to the extent that such representations and warranties relate solely to an
earlier date); and (ii) no Loan Party is contemplating either the filing of a petition by it under
any state, federal or foreign bankruptcy or insolvency laws or the liquidation of all or a major
portion of such Loan Party’s assets or property, and no Loan Party has any knowledge of any Person
contemplating the filing of any such petition against it;



(b) the execution, delivery, and performance of this Amendment (i) are within such Loan
Party’s corporate powers, (ii) have been duly authorized by all necessary action, and (iii) do not
contravene its charter or by-laws or any applicable law or any contractual restriction binding on
or otherwise affecting it or any of its properties;



(c) this Amendment constitutes such Loan Party’s legal, valid, and binding obligation,
enforceable against such Loan Party in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws;



(d) this Amendment has been duly executed and delivered by such Loan Party;



(e) no Default or Event of Default has occurred and is continuing; and



(f) no injunction, writ, restraining order, or other order of any nature prohibiting, directly
or indirectly, the consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against any Loan Party.



7. Counterparts. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and any of the parties hereto may
execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of
this Amendment by facsimile or by other electronic method of transmission 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 facsimile or by other electronic method of
transmission 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.



8. Governing Law. This Amendment shall be deemed to be made pursuant to the laws of
the State of New York with respect to agreements made and to be performed wholly in the State of
New York, and shall be construed, interpreted, performed and enforced in accordance therewith.



9. Loan Document. This Amendment shall be deemed to be a Loan Document for all
purposes.



10. Reaffirmation of Loan Documents. By executing this Amendment, each Loan Party
hereby restates, ratifies and reaffirms each and every term and condition set forth in the
Financing Agreement and the other Loan Documents to which it is a party, and ratifies and regrants
all liens and security interests granted by such Loan Party to secure the Obligations arising under
the Financing Agreement, effective as of the date hereof. By executing this Amendment, each Loan
Party that is a Guarantor hereby expressly consents to the entry by Borrower into this Amendment
and hereby ratifies its guarantee of Borrower’s Obligations under the Financing Agreement. By
executing this Amendment, each Loan Party hereby acknowledges, consents and agrees that all of its
obligations and liabilities under the Financing Agreement (as amended hereby) and the other Loan
Documents remain in full force and effect, and that the execution and delivery of this Amendment
and any and all documents executed in connection therewith shall not alter, amend, reduce or modify
its obligations and liability under the Financing Agreement (as amended hereby) or any of the other
Loan Documents to which it is a party.



11. Miscellaneous.



(a) Upon the effectiveness of this Amendment, each reference in the Financing Agreement to
“this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the
Financing Agreement shall mean and refer to the Financing Agreement as amended by this Amendment.



(b) Upon the effectiveness of this Amendment, each reference in the Loan Documents to the
“Financing Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the
Financing Agreement shall mean and refer to the Financing Agreement as amended by this Amendment.



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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
day and year first written above.



	 	 	 	 	 
	BORROWER:	 	METALICO, INC., a Delaware corporation

	 
	 	


	 	

	 	 	By:

	 	     /s/ Michael J. Drury     
	 	 	
 
	 	 
	 	 	Name:

	 	Michael J. Drury






	 	 	 	 	 
	 	 	Title:Executive Vice President
	GUARANTORS: METALICO-COLLEGE GROVE, INC., a Tennessee corporation
	 	 	TRANZACT CORPORATION, a Delaware corporation
	 	 	METALICO-GRANITE CITY, INC., an Illinois corporation
	 	 	WEST COAST SHOT, INC., a Nevada corporation
	 	 	METALICO ROCHESTER, INC., a New York corporation
	 	 	METALICO BUFFALO, INC., a New York corporation
	 	 	SANTA ROSA LEAD PRODUCTS, INC., a California corporation
	 	 	GULF COAST RECYCLING, INC., a Florida corporation
	 	 	METALICO ALUMINUM RECOVERY, 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
	 	 	MAYCO INDUSTRIES, INC., an Alabama corporation
	 	 	METALICO NILES, INC., an Ohio corporation
	 	 	METALICO NIAGARA, INC., a New York corporation
	 	 	METALICO AKRON INC., an Ohio corporation
	 	 	METALICO AKRON REALTY, INC., an Ohio corporation
	 	 	METALICO SYRACUSE, INC., a New York corporation
	 	 	GENERAL SMELTING & REFINING, INC., a Tennessee corporation
		 	 
	 	 	By: ___/s/ Michael J.
	 	 	Drury_____________






	 	 	Name: Michael J. Drury

Title: Authorized Representative






METALICO ALABAMA REALTY, INC., an Alabama corporation






METALICO SYRACUSE REALTY, INC., a New York
corporation


RIVER HILLS BY THE RIVER, INC., a Florida 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, L.L.C., 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


AMERICAN CATCON, INC., a Texas corporation


METALICO GULFPORT REALTY, INC., a Mississippi
corporation


METALICO PITTSBURGH, INC., a Pennsylvania corporation


METALICO NEVILLE REALTY, INC., a Pennsylvania
corporation


METALICO COLLIERS REALTY, INC., a West Virginia
corporation



	 	 	 
	By:

	 	     /s/ Michael J. Drury     
	
 
	 	 
	Name:

	 	Michael J. Drury






	 	 	 
	 	 	Title:	 	 	 	Authorized Representative
	AGENTS AND LENDERS:	ABLECO FINANCE LLC, as Collateral Agent, Administrative Agent
	 	 	and, on its behalf and on behalf of its affiliate assigns, as a
	 	 	Lender	 	 	 	 
	 	 	By:	 	 	 	/s/ Daniel Wolf
	 	 	Name:	 	 	 	 	 	Daniel Wolf
	 	 	 	 	 	 	 	 	Title: President






BRIDGE HEALTHCARE FINANCE, LLC, on its behalf and on
behalf of its affiliate assigns, as a Lender




By: /s/ Kim Gordon

Name: Kim Gordon

Title: Executive Vice President and Chief Credit

Officer





Notice Address:




233 S. Wacker Drive, Suite 5350




Chicago, Il 60606




Attention:




Marc Arndt




Telephone: 312-334-4468




Facsimile: 312-334-4450