REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2014, by and among Metalico, Inc., a Delaware corporation, with headquarters located at 186 North Avenue East, Cranford, NJ 07016 (the “Company”), and the investors listed on the Schedule of Subscribers attached hereto (each, a “Subscriber” and collectively, the “Subscribers”).
FORM OF SERIES A CONVERTIBLE NOTE]Convertible Note • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT TO THIS NOTE AND CERTAIN OF THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE SUBORDINATION AGREEMENT DATED AS OF MAY 1, 2008 (AS AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”), BY AND AMONG WELLS FARGO FOOTHILL, INC., AS FIRST LIEN AGENT, ABLECO FINANCE LLC, AS SECOND LIEN AGENT, AND THE JUNIOR LENDERS (AS THAT TERM IS DEFINED THEREIN); IT BEING UNDERSTOOD AND AGREED THAT TPG SPECIALTY LENDING, INC. IS THE EXISTING FIRST LIEN AGENT AS OF THE DATE HEREOF. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SUBORDINATION AGREEMENT AND THIS NOTE, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND CONTROL.
EXCHANGE AGREEMENTExchange Agreement • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
EXCHANGE AGREEMENT (the “Agreement”), dated as of October 21, 2014, by and among Metalico, Inc., a Delaware corporation with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the "Company”), and [?] (the “Investor”). For purposes of this Agreement, the term Investor shall include any “affiliate” (as defined below) or any related entity or person of such Investor.
AMENDMENT 8 AND WAIVER Dated as of September 30, 2014 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 • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals
SUBSCRIPTION AGREEMENTSubscription Agreement • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Delaware
This Subscription Agreement is entered into and dated as of October 21, 2014 (this "Agreement”), by and among Metalico, Inc., a Delaware corporation with offices located at 186 North Ave. East, Cranford, New Jersey 07016 (the “Company”) and the Subscribers identified on the Schedule of Subscribers attached hereto (each, a “Subscriber” and, together, the "Subscribers”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • October 21st, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
SECOND AMENDMENT, dated as of October 21, 2014 (this “Amendment”), to the Financing Agreement, dated as of November 21, 2013 (as the same has been and may be further amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among METALICO, INC., a Delaware corporation (“Company”), each subsidiary of the Company listed as a “Borrower” on the signature pages thereto (together with the Company and each other Person (as thereinafter defined) that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Company listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a "Guarantor” and collectively, the “Guarantors”), the Lenders from time to time party thereto, TPG SPECIALTY LENDING, INC., a Delaware corporation (“TSL”), as agent for the Lenders (in s
