EXHIBIT 10.9 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals • New York
WARRANTMetalico Inc • December 20th, 2004 • Primary smelting & refining of nonferrous metals • New Jersey
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Agreement (herein so called) is made and entered into as of the 1st day of January, 2004 by and between Metalico, Inc., a Delaware corporation (hereinafter referred to as "Employer"), and Carlos E. Aguero...Employment Agreement • October 25th, 2004 • Metalico Inc /Nj • New Jersey
METALICO, INC.Stockholders' Agreement • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals • Delaware
EXECUTION VERSION SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT SEVENTH AMENDMENT dated as of January 7, 2005 (this "Amendment") to the LOAN AND SECURITY AGREEMENT dated as of May 31, 2001, as amended by the First Amendment dated as of March 18,...Loan and Security Agreement • February 10th, 2005 • Metalico Inc • Primary smelting & refining of nonferrous metals • New York
EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Agreement (herein so called) is made and entered into as of the 1st day of January, 2004 by and between Metalico, Inc., a Delaware corporation (hereinafter referred to as "Employer"), and Eric W. Finlayson...Employment Agreement • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals • New Jersey
EXHIBIT 10.10 SIXTH AMENDMENT, WAIVER AND CONSENT TO LOAN AND SECURITY AGREEMENT SIXTH AMENDMENT, WAIVER AND CONSENT (this "Amendment"), dated as of November 18, 2004, to the Loan and Security Agreement, dated as of May 31, 2001 (as amended by the...Joinder Agreement • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals • New York
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”).
EXHIBIT 4.6 [METALICO, INC. LOGO] THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,...Metalico Inc • December 20th, 2004 • Primary smelting & refining of nonferrous metals
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
METALICO, INC.Registration Rights Agreement • October 25th, 2004 • Metalico Inc /Nj • Delaware
MORTGAGE NOTEMortgage Note • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals • New Jersey
DEMAND NOTEDemand Note • December 20th, 2004 • Metalico Inc • Primary smelting & refining of nonferrous metals
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among METALICO, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger...Loan and Security Agreement • July 5th, 2007 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of July 3, 2007, by and among, on the one hand, the lenders identified on the signature pages hereof (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 hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the "Borrowers”).
RIGHTS AGREEMENTRights Agreement • February 4th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Delaware
Rights Agreement, dated as of February 3, 2015 (“Agreement”), between METALICO, INC., a Delaware corporation (the “Company”), and CORPORATE STOCK TRANSFER, INC., as Rights Agent (the “Rights Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2012 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New Jersey
This Employment Agreement (this “Agreement”) is made and entered into on September 30, 2010 retroactively effective as of January 1, 2010 (the “Effective Date”) by and between Metalico, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Kevin Whalen (hereinafter referred to as “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2007 • Metalico Inc • Secondary smelting & refining of nonferrous metals
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 21, 2007, by and among Metalico, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
CREDIT AGREEMENT dated as of February 26, 2010 among METALICO, INC. AND THE OTHER LOAN PARTIES NAMED HEREIN The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC., as Sole Bookrunner and Sole Lead...Credit Agreement • March 4th, 2010 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
Commitment Schedule Schedule 3.05 — Properties Schedule 3.06 — Disclosed Matters Schedule 3.12 – Material Agreements Schedule 3.14 — Insurance Schedule 3.15 – Capitalization and Subsidiaries Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 6.04 — Existing Investments Schedule 6.10 — Existing Restrictions
AGREEMENT AND PLAN OF MERGER among TOTAL MERCHANT LIMITED TM MERGER SUB CORP. and METALICO, INC. dated as of June 15, 2015Agreement and Plan of Merger • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of June 15, 2015, by and among METALICO, INC., a Delaware corporation (the “Company”), TOTAL MERCHANT LIMITED, a Samoan limited company (“Parent”), and TM MERGER SUB CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 27, 2008, by and among Metalico, Inc., a Delaware corporation, with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New Jersey
This Employment Agreement (this “Agreement”) is made and entered on March 21, 2007 retroactively effective as of January 1, 2007 (the “Effective Date”) and amended and restated as of June 24, 2008 (the “Restatement Date”) by and between Metalico, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Michael J. Drury (hereinafter referred to as “Executive”).
FORM OF SERIES A CONVERTIBLE NOTE]Metalico Inc • October 21st, 2014 • 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 23, 2008, by and among Metalico, Inc., a Delaware corporation, with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 2nd, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
THIS ASSET PURCHASE AGREEMENT is made as of December 1, 2014, by and between Mayco (Illinois), LLC, an Illinois limited liability company (“Purchaser”), and Metalico-Granite City, Inc., an Illinois corporation (“Seller”). Certain capitalized terms used herein are defined in Article I.
EXHIBIT 10.10 [METALICO, INC. LOGO] THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,...Metalico Inc /Nj • October 25th, 2004
THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 2nd, 2014 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
THIS ASSET PURCHASE AGREEMENT is made as of December 1, 2014, by and between Santa Rosa Lead Products, LLC, a California limited liability company (“Purchaser”), and Santa Rosa Lead Products, Inc., a California corporation (“Seller”). Certain capitalized terms used herein are defined in Article I.
ASSET PURCHASE AGREEMENT By and Between METALICO CATCON, INC. (“Buyer”) and AMERICAN CAT CON, LLC (“Seller”) January 2, 2008 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 29th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Mississippi
This Agreement entered into as of January 2, 2008, by and between METALICO CATCON, INC., a Texas corporation (“Buyer”) and AMERICAN CAT CON, LLC, a Mississippi limited liability company (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and each individually as a “Party.”
KENNETH P. MUELLER EMPLOYMENT AGREEMENTMueller Employment Agreement • February 22nd, 2011 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New Jersey
This Employment Agreement (this “Agreement”) is made as of February 11, 2011 by and between Metalico, Inc., a Delaware corporation (the “Employer”), and Kenneth P. Mueller (the “Executive”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 26th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals
This First Amendment to Agreement and Plan of Merger (this “Amendment”), is entered into as of June 26, 2015, by and among METALICO, INC., a Delaware corporation (the “Company”), TOTAL MERCHANT LIMITED, a Samoan limited company (“Parent”), and TM MERGER SUB CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and between METALICO, INC. and THE STOCKHOLDERS OF TOTALCAT GROUP, INC. June 25, 2007 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2007 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New Jersey
This Stock Purchase Agreement (this “Agreement”) is entered into as of June 25, 2007, by and between METALICO, INC., a Delaware corporation (“Buyer”), and the stockholders signatory hereto (collectively, “Stockholders” and each individually a “Stockholder”) of TOTALCAT GROUP, INC., a Delaware corporation (the “Company”; collectively, with Buyer and Stockholders, the “Parties” and each individually a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 22nd, 2007 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 21, 2007, by and among Metalico, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT 2 Dated November 6, 2012 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 9th, 2012 • Metalico Inc • Secondary smelting & refining of nonferrous metals
Effective this 6th day of November 2012, the parties hereto agree that Section 30 Financial Covenants of the above referenced Agreement is hereby amended and restated in its entirety as follows:
FORM OF EXCHANGE AGREEMENTForm of Exchange Agreement • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
EXCHANGE AGREEMENT (the “Agreement”), dated as of June 15, 2015, 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 signatory hereto (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 AGREEMENTAmendment Agreement • June 5th, 2009 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is made as of this 4th day of June 2009, by and among Metalico, Inc., a Delaware corporation with headquarters located at 186 North Avenue East, Cranford, New Jersey 07016 (the “Company”), and Portside Growth and Opportunity Fund (the “Investor”).
Beacon Energy Corp. SERIES B STOCK SUBSCRIPTION AGREEMENT AND STOCKHOLDER AGREEMENTSeries B Stock Subscription Agreement and Stockholder Agreement • October 25th, 2007 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
This Series B Stock Subscription Agreement and Stockholder Agreement (this “Agreement”) is entered into as of August 22, 2007 by and among (i) Beacon Energy Corp., a Delaware corporation (the “Company”), (ii) the purchasers of common stock of the Company signatory hereto (collectively the “Purchasers” and each individually a “Purchaser”), and (iii) Metalico, Inc., a Delaware corporation (“Metalico”). The parties hereto hereby agree as follows:
EXHIBIT 4.7 [METALICO, INC. LOGO] THIS NOTE AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,...Metalico Inc • December 20th, 2004 • Primary smelting & refining of nonferrous metals
