0001299933-08-001658 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 28th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

REGISTRATION RIGHTS AGREEMENT (this “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 (each, a “Buyer” and collectively, the “Buyers”).

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SECURITIES PURCHASE AGREEMENT
Securities 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”).

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 28th, 2008 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York

THIRD AMENDMENT (this “Amendment”), dated as of March 24, 2008, 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 and by the Second Amendment dated as of January 25, 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 individ

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