SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

SEVENTH AMENDMENT, dated as of February 27, 2008, but effective as of December 31, 2008 (this " Amendment ”), 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, by the Second Amendment dated as of January 25, 2008, by the Third Amendment dated as of March 24, 2008, by the Fourth Amendment dated as of May 1, 2008, by the Fifth Amendment dated as of July 15, 2008 and by the Sixth Amendment dated as of September 15, 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 individually as a " Borrower ”, and collectively, jointly and severally, as the “ Borrowers ”).

WHEREAS, the Loan Parties, Agent and the Lenders wish to amend certain terms and provisions of the Loan Agreement subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, agreements and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Capitalized Terms . All capitalized terms used in this Amendment (including, without limitation, in the recitals hereto) and not otherwise defined shall have their respective meanings set forth in the Loan Agreement.

2. Recitals . The third recital on the first page of the Loan Agreement is hereby amended by deleting the reference to “$78,000,000” from the fifth line thereof and inserting “$60,000,000” in lieu thereof.

3. Existing Defined Terms in the Loan Agreement . Section 1.1 of the Loan Agreement is hereby amended as follows:

(a) The definition of the term “Base Rate Revolver Margin” is hereby amended in its entirety to read as follows:

"' Base Rate Revolver Margin ’ means 1.25 percentage points.”

(b) The definition of the term “LIBOR Rate Revolver Margin” is hereby amended in its entirety to read as follows:

"' LIBOR Rate Revolver Margin ’ means 3.00 percentage points.”

(c) The definition of the term “Maximum Revolver Amount” is hereby amended in its entirety to read as follows:

"' Maximum Revolver Amount ’ means $60,000,000.”

(d) The definition of the term “Premium Amount” is hereby amended as follows:

The reference to “$78,000,000” from the second line thereof is hereby deleted and “$60,000,000” is inserted in lieu therefor.

(e) By deleting in its entirety each of the definitions of “Facilities Increase”, “Facilities Increase Loan” and “Facilities Increase Loan Commitment”.

4. New Defined Terms . The following defined terms are hereby added to Section 1.1 of the Loan Agreement:

(a) The definition of the term “Ableco Loan Prepayments” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' Ableco Loan Prepayments ’ has the meaning set forth in Section 7.8(a) .”

(b) The definition of the term “First Ableco Loan Prepayment” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' First Ableco Loan Prepayment ’ has the meaning set forth in Section 7.8(a) .”

(c) The definition of the term “Second Ableco Loan Prepayment” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' Second Ableco Loan Prepayment ’ has the meaning set forth in Section 7.8(a) .”

(d) The definition of the term “Seventh Amendment Effective Date” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' Seventh Amendment Effective Date ’ means the date on which all of the conditions precedent to the effectiveness of the Seventh Amendment to this Agreement dated as of February 27, 2009, but effective as of December 31, 2008, by and among Borrowers, the Lenders and Agent, have been fulfilled or waived.”

(e) The definition of the term “Third Ableco Loan Prepayment” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' Third Ableco Loan Prepayment ’ has the meaning set forth in Section 7.8(a) .”

(f) The definition of the term “Third Ableco Loan Prepayment Reserve” is hereby inserted, in appropriate alphabetical order, to read as follows:

"' Third Ableco Loan Prepayment Reserve ’ has the meaning set forth in Section 2.1(b) .”

5. Revolver Advances . The following is appended at the end of Section 2.1(b):

“Moreover, in addition to the foregoing reserves, the Borrowers acknowledge that on the date of the Third Ableco Loan Prepayment, Agent shall establish a permanent reserve against the Borrowing Base in the amount of $5,000,000 (the “ Third Ableco Loan Prepayment Reserve ”).”

6. Term Loans .

(a) Section 2.2(b) of the Loan Agreement is hereby amended by inserting the word “not” in the penultimate line thereof immediately following the phrase “repaid or prepaid by Borrowers may”.

(b) Section 2.2(d) of the Loan Agreement is hereby deleted in its entirety.

7. Reporting Requirements . Section 6.3(a) of the Loan Agreement is hereby amended by deleting the reference to “45 days” in the first line thereof and inserting “40 days” in lieu thereof.

8. Indebtedness . Section 7.1(h) of the Loan Agreement is hereby amended by inserting the following in sub-clause (ii) thereof immediately following the phrase “any prepayments or repayments of the principal amount of such Indebtedness”:

”, including, but not limited to the Ableco Loan Prepayments,”.

9. Prepayments and Amendments . Section 7.8(a) of the Loan Agreement is hereby by inserting the following in the last line thereof immediately following the phrase “of the Obligations”:

”; provided , however , that notwithstanding anything to the contrary contained in clauses (x) or (y) above, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, during the Fiscal Year 2009, the Borrowers may make the following prepayments in respect of the Ableco Loans: (A) a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 on the Seventh Amendment Effective Date (the “ First Ableco Loan Prepayment ”); and (B) on and after the receipt by Agent and the Lenders of the financial statements of the Borrowers that are required to be delivered pursuant to Section 6.3(a) for the fiscal quarter ended (I) March 31, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 (the “ Second Ableco Loan Prepayment ”) and (II) June 30, 2009, a prepayment in respect of the Ableco Loans in an amount not to exceed $5,000,000 (the “ Third Ableco Loan Prepayment ” and together with the First Ableco Loan Prepayment and the Second Ableco Loan Prepayment, the “ Ableco Loan Prepayments ”).”

10. Financial Covenants . Section 7.20(a)(i) of the Loan Agreement is hereby amended in its entirety to read as follows:

"(i) Minimum EBITDA . EBITDA, measured on a fiscal quarter-end basis, of not less than the required amount set forth in the following table for the applicable period set forth opposite thereto:

Agent shall establish required minimum amounts for each 12-month period ending on the last day of each fiscal quarter after December 31, 2009 on such basis as Agent may determine in its Permitted Discretion, consistent with methods employed to establish minimum amounts for prior periods; provided , that if Agent and Borrowers cannot agree on such Projections, for purposes of this Section 7.20(a)(i) , Borrowers’ projected EBITDA for such 12 month period shall not be less than $33,509,000.”

11. Fixed Charge Coverage Ratio . Section 7.20(a)(ii) of the Loan Agreement is hereby amended in its entirety to read as follows:

"(ii) Fixed Charge Coverage Ratio . A Fixed Charge Coverage Ratio, measured on a month-end basis, of not less than the applicable ratio set forth in the following table for the applicable period set forth opposite thereto:

12. Capital Expenditures . Section 7.20(b) of the Loan Agreement is hereby amended in its entirety to read as follows:

"(b) Capital Expenditures . Make capital expenditures (i) in Fiscal Year 2007 in excess of $12,000,000, (ii) in Fiscal Year 2008 in excess of $17,500,000, (iii) in Fiscal Year 2009 in excess of $6,325,000 and (iv) in excess of $6,000,000 for any fiscal year after 2009 (subject to the last sentence of this Section 7.20(b) ), plus for any fiscal year after 2009, so long as no Event of Default shall have occurr