0001299933-13-002059 Sample Contracts

AMENDMENT 6 Dated November 21, 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”)
Equipment Financing Agreement • November 22nd, 2013 • Metalico Inc • Secondary smelting & refining of nonferrous metals

Effective this 21st day of November 2013, the parties hereto agree that the payment terms as applicable to both Draw A and Draw B of the above referenced Agreement are hereby amended and restated (as of Monthly Payment amount due 12/22/13) as follows:

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AMENDMENT 5 Dated November 21, 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”)
Equipment Financing Agreement • November 22nd, 2013 • Metalico Inc • Secondary smelting & refining of nonferrous metals

Effective this 18th day of November 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:

FINANCING AGREEMENT dated as of November 21, 2013 among METALICO, INC. AND EACH SUBSIDIARY OF METALICO, INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, EACH SUBSIDIARY OF METALICO, INC. LISTED AS A GUARANTOR ON THE SIGNATURE...
Financing Agreement • November 22nd, 2013 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

This FINANCING AGREEMENT, dated as of November 21, 2013, is entered into by and among METALICO, INC., a Delaware corporation (“Company”), each subsidiary of the Company listed as a “Borrower” on the signature pages hereto (together with the Company and each other Person (as hereinafter defined) that executes a joinder agreement and becomes a “Borrower” hereunder, each a "Borrower” and collectively, the “Borrowers”), each subsidiary of the Company listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the Lenders from time to time party hereto, TPG SPECIALTY LENDING, INC., a Delaware corporation (“TSL”), as agent for the Lenders (in such capacity, "Agent”) and Lead Arranger, and the Person party hereto from time to time as service agent for the Lenders (in such capacity, “Service Agent”).

FORM OF AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTES
Senior Convertible Notes Amendment • November 22nd, 2013 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

This Amendment No. 1 to Senior Convertible Notes (this “Agreement”), dated as of November [•], 2013, is entered into by and among Metalico, Inc., a Delaware corporation (the “Company”), and the holder of the Note (as defined below) as identified on the signature pages hereto (the “Holder”). Capitalized terms used and not defined in this Agreement shall have the respective meanings given them in the Notes.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 22nd, 2013 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

This Note Purchase Agreement (this “Agreement”), dated as of November , 2013, is entered into by and between Metalico, Inc., a Delaware corporation (the “Company”), and (“Seller”).

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