SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

SEVENTH AMENDMENT, dated as of February 27, 2008, but effective as of December 31, 2008 (this "Amendment”), to the Amended and Restated Loan and Security Agreement, dated as of July 3, 2007, as amended by the First Amendment dated as of October 3, 2007, by the Second Amendment dated as of January 25, 2008, by the Third Amendment dated as of March 24, 2008, by the Fourth Amendment dated as of May 1, 2008, by the Fifth Amendment dated as of July 15, 2008 and by the Sixth Amendment dated as of September 15, 2008 (the “Loan Agreement”), by and among, on the one hand, the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC. (“Foothill”), a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent”), and, on the other hand, METALICO, INC., a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages thereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower”, and collectively, jointly and severally, as the “Borrowers”).

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

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

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

2. Recitals. The third recital on the first page of the Loan Agreement is hereby amended by deleting the reference to “$78,000,000” from the fifth line thereof and inserting “$60,000,000” in lieu thereof.

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

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

"'Base Rate Revolver Margin’ means 1.25 percentage points.”

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

"'LIBOR Rate Revolver Margin’ means 3.00 percentage points.”

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

"'Maximum Revolver Amount’ means $60,000,000.”

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

The reference to “$78,000,000” from the second line thereof is hereby deleted and “$60,000,000” is inserted in lieu therefor.

(e) By deleting in its entirety each of the definitions of “Facilities Increase”, “Facilities Increase Loan” and “Facilities Increase Loan Commitment”.

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

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

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

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

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

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

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

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

"'Seventh Amendment Effective Date’ means the date on which all of the conditions precedent to the effectiveness of the Seventh Amendment to this Agreement dated as of February 27, 2009, but effective as of December 31, 2008, by and among Borrowers, the Lenders and Agent, have been fulfilled or waived.”

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

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

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

"'Third Ableco Loan Prepayment Reserve’ has the meaning set forth in Section 2.1(b).”

5. Revolver Advances. The following is appended at the end of Section 2.1(b):

“Moreover, in addition to the foregoing reserves, the Borrowers acknowledge that on the date of the Third Ableco Loan Prepayment, Agent shall establish a permanent reserve against the Borrowing Base in the amount of $5,000,000 (the “Third Ableco Loan Prepayment Reserve”).”

6. Term Loans.

(a) Section 2.2(b) of the Loan Agreement is hereby amended by inserting the word “not” in the penultimate line thereof immediately following the phrase “repaid or prepaid by Borrowers may”.

(b) Section 2.2(d) of the Loan Agreement is hereby deleted in its entirety.

7. Reporting Requirements. Section 6.3(a) of the Loan Agreement is hereby amended by deleting the reference to “45 days” in the first line thereof and inserting “40 days” in lieu thereof.

8. Indebtedness. Section 7.1(h) of the Loan Agreement is hereby amended by inserting the following in sub-clause (ii) thereof immediately following the phrase “any prepayments or repayments of the principal amount of such Indebtedness”:

”, including, but not limited to the Ableco Loan Prepayments,”.

9. Prepayments and Amendments. Section 7.8(a) of the Loan Agreement is hereby by inserting the following in the last line thereof immediately following the phrase “of the Obligations”:

”; provided, however, that notwithstanding anything to the contrary contained in clauses (x) or (y) above, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, during the Fiscal Year 2009, the Borrowers may make the following prepayments in respect of the Ableco Loans: (A) a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 on the Seventh Amendment Effective Date (the “First Ableco Loan Prepayment”); and (B) on and after the receipt by Agent and the Lenders of the financial statements of the Borrowers that are required to be delivered pursuant to Section 6.3(a) for the fiscal quarter ended (I) March 31, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 (the “Second Ableco Loan Prepayment”) and (II) June 30, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 (the “Third Ableco Loan Prepayment” and together with the First Ableco Loan Prepayment and the Second Ableco Loan Prepayment, the “Ableco Loan Prepayments”).”

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

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

Agent shall establish required minimum amounts for each 12-month period ending on the last day of each fiscal quarter after December 31, 2009 on such basis as Agent may determine in its Permitted Discretion, consistent with methods employed to establish minimum amounts for prior periods; provided, that if Agent and Borrowers cannot agree on such Projections, for purposes of this Section 7.20(a)(i), Borrowers’ projected EBITDA for such 12 month period shall not be less than $33,509,000.”

11. Fixed Charge Coverage Ratio. Section 7.20(a)(ii) of the Loan Agreement is hereby amended in its entirety to read as follows:

"(ii) Fixed Charge Coverage Ratio. A Fixed Charge Coverage Ratio, measured on a month-end basis, of not less than the applicable ratio set forth in the following table for the applicable period set forth opposite thereto:

12. Capital Expenditures. Section 7.20(b) of the Loan Agreement is hereby amended in its entirety to read as follows:

"(b) Capital Expenditures. Make capital expenditures (i) in Fiscal Year 2007 in excess of $12,000,000, (ii) in Fiscal Year 2008 in excess of $17,500,000, (iii) in Fiscal Year 2009 in excess of $6,325,000 and (iv) in excess of $6,000,000 for any fiscal year after 2009 (subject to the last sentence of this Section 7.20(b)), plus for any fiscal year after 2009, so long as no Event of Default shall have occurred and be continuing, the Permitted Carry-Forward (as hereinafter defined). For purposes of this Section 7.20(b), “Permitted Carry-Forward” shall mean, for any fiscal year after 2009, an amount equal to the lesser of (x) $750,000 and (y) the amount (if any) by which the aggregate maximum amount of capital expenditures that Borrowers may make during the immediately preceding fiscal year pursuant to this Section 7.20(b) exceeded the actual amount of capital expenditures made by Borrowers during such fiscal year. The aggregate maximum amount of capital expenditures that Borrowers may make during fiscal years after 2009 shall not exceed the aggregate projected amount of Borrowers’ capital expenditures for each such fiscal year as set forth in the Projections delivered to Agent in accordance with Section 6.3(c), which Projections are in form and substance acceptable to Agent; provided, that if Agent and Borrowers cannot agree on such Projections, for purposes of this Section 7.20(b), the aggregate projected amount of Borrowers’ capital expenditures for each such fiscal year shall not exceed the amounts set forth in clause (iv) of this Section 7.20(b).”

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

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

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

(b) Prepayment of the Term Loans. Borrowers shall have paid to Agent, in immediately available funds for the benefit of Agent and the Lenders, all outstanding principal amounts and all accrued and unpaid interest in respect of the Term Loans. Borrowers acknowledge that on and as of February 27, 2009, (i) the unpaid principal amount of the Term Loan A totaled $4,971,915.25, (ii) the unpaid principal amount of the Term Loan B totaled $0 and (iii) the unpaid principal amount of the Term Loan C totaled $5255,833.31.

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

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

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

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

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

(iv) a copy of the resolutions of each Loan Party, certified as of the Seventh 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;

(v) 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;

(vi) 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 Seventh Amendment Effective Date; and

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

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

15. Interest Rate Calculation. The parties hereto acknowledge and agree that the amendments set forth in Sections 3(a) and (b) shall become effective on and as of February 27, 2009.

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

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

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

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

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

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

17. Continued Effectiveness of the Loan Agreement.

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

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

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

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

20. Miscellaneous.

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

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

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

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

BORROWERS:

METALICO, INC.,
a Delaware corporation
AMERICAN CATCON, INC.,
a Texas corporation
METALICO AKRON, INC.,
an Ohio corporation
METALICO AKRON REALTY, INC.,
an Ohio corporation
METALICO ALABAMA REALTY, INC.,
an Alabama corporation
METALICO ALUMINUM RECOVERY, INC.,
a New York corporation
METALICO BUFFALO, INC.,
a New York corporation
METALICO-COLLEGE GROVE, INC.,
a Tennessee corporation
METALICO-GRANITE CITY, INC.,
an Illinois corporation
METALICO NIAGARA, INC.,
a New York corporation
METALICO PITTSBURGH, INC.,
a Pennsylvania corporation
METALICO ROCHESTER, INC.,
a New York corporation
METALICO SYRACUSE, INC.,
a New York corporation
METALICO SYRACUSE REALTY, INC.,
a New York corporation
METALICO TRANSFER, INC.,
a New York corporation
METALICO TRANSFER REALTY, INC.,
a New York corporation
METALICO TRANSPORT, INC.,
a New York corporation
GULF COAST RECYCLING, INC.,
a Florida corporation

By:       /s/ Michael J. Drury      

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BORROWERS:

MAYCO INDUSTRIES, INC.,

an Alabama corporation
SANTA ROSA LEAD PRODUCTS, INC.,
a California corporation
TRANZACT CORPORATION,
a Delaware corporation
WEST COAST SHOT, INC.,
a Nevada corporation
ELIZABETH HAZEL LLC, an Ohio limited liability company
MELINDA HAZEL LLC, an Ohio limited liability company
TOTALCAT GROUP, INC., a Delaware corporation
FEDERAL AUTOCAT RECYCLING, LLC, a New Jersey limited liability company
HYPERCAT COATING LIMITED LIABILITY COMPANY, a New Jersey limited liability company
HYPERCAT DMG, L.L.C., a New Jersey limited liability company

By:       /s/ Michael J. Drury      

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GUARANTORS:

METALICO COLLIERS REALTY, INC.,

a West Virginal corporation
METALICO NEVILLE REALTY, INC.,
a Pennsylvania corporation
METALICO NILES, INC.,
an Ohio corporation
RIVER HILLS BY THE RIVER, INC.,
a Florida corporation
GENERAL SMELTING & REFINING, INC., a Tennessee corporation
METALICO GULFPORT REALTY, INC., a Mississippi corporation

By:       /s/ Michael J. Drury      

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