**EXHIBIT 4.5****THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**     This **THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT**(this “Amendment”) ismade and entered into as of May 18, 2007 (the “Effective Date”), by and among **METALMANAGEMENT, INC.**, a Delaware corporation, **CIM TRUCKING, INC.**, an Illinois corporation, **METALMANAGEMENT AEROSPACE, INC.**, a Delaware corporation, **METAL MANAGEMENT ALABAMA, INC.**, a Delawarecorporation, **METAL MANAGEMENT ARIZONA, L.L.C.**, an Arizona limited liability company, **METALMANAGEMENT CONNECTICUT, INC.**, a Delaware corporation, **METAL MANAGEMENT INDIANA, INC.**, an Illinoiscorporation, **METAL MANAGEMENT MEMPHIS, L.L.C.**, a Tennessee limited liability company, **METALMANAGEMENT MIDWEST, INC.**, an Illinois corporation, **METAL MANAGEMENT MISSISSIPPI, INC.**, a Delawarecorporation, **METAL MANAGEMENT NEW HAVEN, INC.,**a Delaware corporation, **METAL MANAGEMENT NORTHEAST,INC.**, a New Jersey corporation, **METAL MANAGEMENT OHIO, INC.**, an Ohio corporation, **METAL MANAGEMENTPITTSBURGH, INC.**, a Delaware corporation, **METAL MANAGEMENT PROLER SOUTHWEST, INC.**, a Delawarecorporation, **METAL MANAGEMENT S&A HOLDINGS, INC.**, a Delaware corporation, **METAL MANAGEMENT WEST,INC.**, a Colorado corporation, **METAL MANAGEMENT WEST COAST HOLDINGS, INC.**, a Delaware corporation,**NAPORANO IRON & METAL, INC.**, a Delaware corporation, **NEW YORK RECYCLING VENTURES, INC.**, a Delawarecorporation, **PROLER SOUTHWEST GP, INC.**, a Delaware corporation, **PROLER SOUTHWEST LP**, a Texaslimited partnership, and **RESERVE IRON & METAL LIMITED PARTNERSHIP**, a Delaware limited partnership(collectively, the “Borrowers”); **METAL MANAGEMENT, INC.**, a Delaware corporation, acting inits capacity as borrowing agent and funds administrator for the Borrowers (in such capacity, the“Funds Administrator”); the financial institutions identified on the signature pages heretoas lenders (the “Lenders”); and **LASALLE BANK NATIONAL ASSOCIATION**, a national bankingassociation acting in its capacity as agent for the Lenders (in such capacity, “Agent”).     WHEREAS, the Borrowers, the Funds Administrator, the Lenders and the Agent are party to acertain Amended and Restated Credit Agreement dated as of May 9, 2006, as amended by a certainFirst Amendment to Amended and Restated Credit Agreement dated as of October 13, 2006 and a certainSecond Amendment to Amended and Restated Credit Agreement dated as of January 12, 2007 (suchagreement, as it may be from time to time amended, restated, modified, or supplemented, the“Credit Agreement”);     WHEREAS, MTLM has requested that the Agent and the Lenders amend certain of the terms of theCredit Agreement; and     WHEREAS, the defined terms used, but not defined, herein shall have the meanings ascribed tosuch terms in the Credit Agreement.     NOW, THEREFORE, for valuable consideration received to their mutual satisfaction, theparties hereby agree as follows:
 

 
     1. Amendment of Credit Agreement. Subject to the terms of this Amendment, the CreditAgreement is hereby amended as follows:     (a) Capital Expenditures. Section 8.2 of the Credit Agreement is hereby deleted andthe following inserted in its stead:“8.2 Capital Expenditures. The Borrowers shall not permit CapitalExpenditures for the Consolidated Entity to exceed $90,000,000 for the twelve monthperiod ending March 31, 2007, or to exceed $85,000,000 for the twelve month periodending March 31, 2008, or to exceed $65,000,000 during any fiscal year of theConsolidated Entity thereafter.”     2. General Terms of Amendment. Except as specifically amended herein, directly or byreference, all of the terms and conditions set forth in the Credit Agreement and the other CreditDocuments are confirmed and ratified, and shall remain as originally written. This Amendment shallbe governed by and construed in accordance with the internal laws and decisions of the State ofIllinois. Nothing herein shall affect or impair any rights and powers which the Borrowers, theFunds Administrator, any Lender or the Agent may have under the Credit Agreement or any of theother Credit Documents.     3. Release. In consideration of this Amendment, the Borrowers and the FundsAdministrator hereby release and discharge the Lenders and Agent and each of their respectiveshareholders, directors, officers, employees, attorneys, affiliates and subsidiaries from any andall claims, demands, liability and causes of action whatsoever, now known or unknown, arising priorto the date hereof out of or in any way related to the extension or administration of theObligations, the Credit Agreement, the other Credit Documents or any security interest relatedthereto.     4. Liens not Impaired. The parties hereto further agree that this Amendment shall inno manner affect or impair the liens and security interests evidenced by the Credit Agreementand/or any other Credit Documents or instruments evidencing, securing or related to theObligations. The Borrowers hereby acknowledge that all liens and security interests securing theObligations are valid and subsisting.     5. No Counterclaims or Defenses. The Borrowers and the Funds Administrator herebydeclare that neither the Borrowers nor the Funds Administrator have any set offs, counterclaims,defenses or other causes of action against the Lenders or the Agent arising out of the CreditAgreement, the other Credit Documents or the transactions contemplated thereby, and to the extentany such set offs, counterclaims, defenses or other causes of action might exist, such items arehereby waived by the Borrowers.     6. Representations and Undertakings of Borrowers and Funds Administrator. Each of theBorrowers and the Funds Administrator hereby represents and warrants to the Lenders and the Agentthat: (a) each Credit Party a party hereto has the legal power and authority to execute and deliverthis Amendment; (b) the officers or representatives executing this Amendment have been dulyauthorized to execute and deliver the same and bind such Credit Parties with respect to theprovisions hereof; (c) the execution and delivery hereof by such Credit Parties and the
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performance and observance by such Credit Parties of the provisions hereof do not violate orconflict with the organizational documents or agreements of such Credit Parties or any lawapplicable to such Credit Parties or result in a breach of any provisions of or constitute adefault under any other agreement, document, certificate or instrument binding upon or enforceableagainst such Credit Parties; (d) this Amendment constitutes a valid and binding obligation uponsuch Credit Parties in every respect, and (e) the recitals to this Amendment are true and correct.The Borrowers and the Funds Administrator hereby further represent and warrant to the Lenders andthe Agent that no Default or Event of Default has occurred under the Credit Agreement or the otherCredit Documents and that each of the representations and warranties of the Borrowers and the FundsAdministrator set forth in the Credit Agreement and the other Credit Documents are true and correctin all material respects as of the Effective Date. On the Effective Date, the Borrowers and theFunds Administrator shall deliver to the Agent (for the benefit of the Agent and the Lenders)certification from each of the Credit Parties that there have been no amendments to the respectivebylaws, certificates of incorporation or equivalent constituent documents of the Credit Partiessince the date of the original Credit Agreement (or if there have been such amendments, certifiedcopies of such amended documents) and that the resolutions authorizing amendments to the CreditAgreement are in full force and effect, and an incumbency certificate evidencing the authority ofthe officers of such Credit Parties executing this Amendment.     7. Costs and Expenses. The Borrowers and the Funds Administrator jointly andseverally agree to pay, on demand, all costs and expenses of the Agent (including the reasonablefees and expenses of outside counsel for the Agent) in connection with the preparation,negotiation, execution, delivery, and administration of this Amendment and any other CreditDocuments and all other instruments or documents provided for herein or delivered or to bedelivered hereunder or in connection herewith or related thereto. In addition, the Borrowers andthe Funds Administrator jointly and severally agree to pay, and save the Lenders and the Agentharmless from all liability for, any stamp or other taxes which may be payable in connection withthe execution or delivery of this Amendment, the borrowings contemplated in this Amendment, and theexecution and delivery of any instruments or documents provided for herein or delivered or to bedelivered hereunder or in connection herewith or in connection with the Credit Agreement or theother Credit Documents. All obligations in this Section shall survive any termination of theCredit Agreement, as amended hereby, and the other Credit Documents. The Borrowers and the FundsAdministrator hereby authorize the Agent to charge the Borrowers’ account(s) with the Agent inrespect of any and all costs and expenses described hereunder.     8. Section Titles. The Section titles and captions contained herein are and shall bewithout substantive meaning and are not a part of the agreement between the parties hereto.     9. Counterparts. This Amendment may be executed in counterparts and all suchcounterparts shall constitute one agreement binding on all the parties, notwithstanding that theparties are not signatories to the same counterpart.[Signature Pages Follow]
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     IN WITNESS WHEREOF, the respective parties hereto have caused this Third Amendment to Amendedand Restated Credit Agreement to be executed and delivered by their duly authorized officers as ofthe date first set forth above.         **METAL MANAGEMENT, INC.**,    as Funds Administrator and as Borrower           By: /s/ Robert C. Larry       Name: Robert C. Larry      Title:   Executive Vice President and Chief FinancialOfficer         ADDITIONAL BORROWERS:           **CIM TRUCKING, INC.**  **METAL MANAGEMENT AEROSPACE, INC.**  **METAL MANAGEMENT ALABAMA, INC.**  **METAL MANAGEMENT ARIZONA, L.L.C.**  **METAL MANAGEMENT CONNECTICUT, INC.**  **METAL MANAGEMENT INDIANA, INC.**  **METAL MANAGEMENT MEMPHIS, L.L.C.**  **METAL MANAGEMENT MIDWEST, INC.**  **METAL MANAGEMENT MISSISSIPPI, INC.**  **METAL MANAGEMENT NEW HAVEN, INC.**  **METAL MANAGEMENT NORTHEAST, INC.**  **METAL MANAGEMENT OHIO, INC.**  **METAL MANAGEMENT PITTSBURGH, INC.**  **METAL MANAGEMENT PROLER SOUTHWEST, INC.**  **METAL MANAGEMENT S&A HOLDINGS, INC.**  **METAL MANAGEMENT WEST, INC.**  **METAL MANAGEMENT WEST COAST HOLDINGS, INC.**  **NAPORANO IRON & METAL, INC.**  **NEW YORK RECYCLING VENTURES, INC.**  **PROLER SOUTHWEST GP, INC.**         By: /s/ Robert C. Larry             Name: Robert C. Larry      Title:   Vice President           **RESERVE IRON & METAL LIMITED PARTNERSHIP**         By: METAL MANAGEMENT OHIO, INC., its general partner         By: /s/ Robert C. Larry Name: Robert C. Larry      Title:   Vice President  [Signature Page Continues]
 

 
[Signature Page to Third Amendment, Continued]         **PROLER SOUTHWEST LP**           By: PROLER SOUTHWEST GP, INC., its general partner         By: /s/ Robert C. Larry Name: Robert C. Larry      Title:   Vice President  [Signature Page Continues]
 

 
[Signature Page to Third Amendment, Continued]         AGENT:             **LASALLE BANK NATIONAL ASSOCIATION**, as Agent         By: /s/ Michael J. Vrchota Name: Michael J. Vrchota      Title:   Senior Vice President           LENDERS:         **LASALLE BANK NATIONAL ASSOCIATION**         By: /s/ Michael J. Vrchota Name: Michael J. Vrchota      Title:   Senior Vice President  [Signature Page Continues]
 

 
[Signature Page to Third Amendment, Continued]      **CHARTER ONE BANK, N.A.**