Exhibit 10.16
NINTH AMENDMENT, WAIVER AND CONSENT
TO
THE LOAN AND SECURITY
AGREEMENT
NINTH
AMENDMENT, WAIVER AND CONSENT (this “ Amendment
”), effective as of April 7, 2005, to the Loan and
Security Agreement, dated as of May 31, 2001 (as amended by
the First Amendment dated as of March 18, 2002, by the Second
Amendment dated as of May 15, 2002, by the Third Amendment
dated as of May 16, 2003, by the Fourth Amendment dated as of
December 31, 2003, by the Fifth Amendment dated as of
June 29, 2004, by the Sixth Amendment dated as of
November 18, 2004, by the Seventh Amendment dated as of
January 7, 2005 (the “ Seventh Amendment ”)
and by the Eighth Amendment dated as of February 25, 2005, and
as further amended and supplemented from time to time, the “
Loan Agreement ”), by and among METALICO, INC., a
Delaware corporation (the “ Parent ”), certain
subsidiaries of the Parent identified on the signature pages
thereof (such Subsidiaries, together with the Parent, are referred
to hereinafter each individually as a “ Borrower
”, and collectively, as the “ Borrowers
”), and WELLS FARGO FOOTHILL, INC. (formerly known as
Foothill Capital Corporation), as lender (the “ Lender
”).
Borrowers
have requested that the Lender, and the Lender has agreed to,
(A) amend the definition of the term “Change of
Control” and (B) waive any Event of Default that would
otherwise arise under Section 8.2 of the Loan Agreement by
reason of the Parent’s noncompliance with Section 9(ii) of
the Seventh Amendment, as a result of the failure of the Borrowers
to provide Lender, on or prior to April 7, 2005, with
(i) a Mortgage on the Birmingham Facility in favor of Lender,
executed by Metalico Alabama Realty, Inc., an Alabama corporation
(“ Alabama Realty ”), (ii) a Title Insurance
Policy with respect to the Birmingham Facility, (iii) a survey
of the Birmingham Facility, certified to the Lender and to the
issuer of the Titl
