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                                                                     EXHIBIT 4.1


                                 AMENDMENT NO. 1
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO AMENDMENT AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT") is dated as of February 10, 2004, by and among METAL MANAGEMENT,
INC., a Delaware corporation ("MTLM") and each of the corporations and other
entities signatories hereto as borrowers (MTLM and each of such corporations and
other entities sometimes hereinafter are referred to individually as a
"BORROWER" and collectively as the "BORROWERS"); MTLM, acting in its capacity as
funds administrator for itself and the other Borrowers (in such capacity, the
"FUNDS ADMINISTRATOR"); DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking
corporation, f/k/a Bankers Trust Company, acting in its capacity as agent (in
such capacity, hereinafter referred to as the "AGENT") for itself and the other
financial institutions from time to time parties to the Credit Agreement
referred to herein below as lenders thereunder (such financial institutions
hereinafter are referred to individually as a "LENDER" and collectively as the
"LENDERS"); and the Lenders signatories hereto. Capitalized terms used herein
but not otherwise defined herein shall have the respective meanings assigned to
such terms in the Credit Agreement.

                                   WITNESSETH:

         WHEREAS, the Borrowers, the Funds Administrator, the Agent and the
Lenders have entered into that certain Amended and Restated Credit Agreement
dated as of August 13, 2003 (the "CREDIT AGREEMENT"), pursuant to which the
Lenders have agreed to make certain loans and other financial accommodations to
or for the account of the Borrowers; and

         WHEREAS, the Borrower, the Funds Administrator, the Agent and the
Majority Lenders have agreed to amend the Credit Agreement on the terms and
subject to the conditions hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
respective parties hereto hereby agree as follows:

         1. AMENDMENT TO CREDIT AGREEMENT. Effective as of the date hereof, upon
satisfaction of the conditions precedent set forth in SECTION 2 below, and in
reliance upon the representations and warranties of the Funds Administrator and
the Borrowers set forth herein and in the Credit Agreement, as amended hereby,
the Credit Agreement is hereby amended as follows:

         1.1 SECTION 1.1 of the Credit Agreement is hereby amended by inserting
the following new defined term therein in the appropriate alphabetical order:

         COLLECTION ACCOUNT TRIGGERING EVENT means (a) the occurrence of an
         Event of Default, or (b) Excess Availability shall be equal to or less
         than (i) $35,000,000,

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         at any time during the period commencing on February 10, 2004(1) and
         ending on March 15, 2004, and (ii) $40,000,000, at any time thereafter.

         1.2 SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the second proviso to the definition of the term "Applicable Margin" set forth
therein and substituting the following language therefor:

         PROVIDED, that, if the Borrowers shall fail to deliver the Financial
         Statements that are required to be delivered pursuant to SECTIONS
         7.1(b) OR (d), as applicable, and the Agent in its sole discretion
         shall so elect, from the date which is three (3) Business Days after
         the date on which such Financial Statements were so required to be
         delivered until the last day of the month during which actual delivery
         thereof is made, the Applicable Margin shall be a percentage per annum
         equal to the applicable percentage amount set forth above with respect
         to LEVEL I.

         1.3 SECTION 1.1 of the Credit Agreement is hereby amended by deleting
the definition of the term "Applicable Margin Period" set forth therein and
substituting the following language therefor:

         APPLICABLE MARGIN PERIOD means each period which shall commence on the
         first day of the month immediately following a date on which the
         Financial Statements are delivered pursuant to SECTIONS 7.1(b) OR (d),
         as applicable, and which shall end on the last day of the month during
         which actual delivery is made of the next Financial Statements pursuant
         to SECTIONS 7.1(b) OR (d), PROVIDED that the first Applicable Margin
         Period shall commence with the delivery of the Financial Statements in
         respect of the Test Period ending on September 30, 2003.

         1.4 SECTION 4.11 of the Credit Agreement is hereby deleted in its
entirety and the following language is hereby substituted therefor:

                  4.11 COLLECTION OF ACCOUNTS.

                  Each Borrower shall be entitled to receive Collections
         directly from account debtors in accordance with its historical
         practices. At all times from and after the Closing Date, each Borrower,
         the Agent and financial institutions selected by such Borrower and
         reasonably acceptable to the Agent (the "COLLECTION BANKS") shall enter
         into or otherwise maintain in effect agreements in form and substance
         satisfactory to Agent (the "DEPOSITARY ACCOUNT AGREEMENTS"), which
         among other things shall provide for the opening of an account for the
         deposit of Collections (a "COLLECTION ACCOUNT") at a Collection Bank.
         All Collections and other amounts received by each Borrower from any
         account debtor, in addition to all other cash received by any Borrower
         in respect of any other Collateral, shall upon receipt be deposited
         into a Collection Account. Termination of such arrangements shall also
         be subject to prior written approval by the Agent. The Agent may by
         notice to the applicable Collection Bank given in the

----------

(1)  The date of this Amendment.



                                      -2-
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         Agent's sole and absolute discretion at any time following the
         occurrence of a Collection Account Triggering Event, require that
         thereafter all available amounts held in each Collection Account shall
         be wired each Business Day into an account (the "DBTCO ACCOUNT")
         maintained by the Agent at DBTCo. Amounts received in the DBTCo Account
         from the Collection Banks shall be credited to the Loan Account and
         distributed and applied as set forth in SECTION 4.12.

         2. CONDITIONS PRECEDENT. This Amendment shall become effective as of
the date hereof, upon receipt by the Agent of a copy of this Amendment, duly
executed and delivered by the Majority Lenders, each of the Borrowers and the
Funds Administrator.

         3. REPRESENTATIONS AND WARRANTIES.

         3.1 Each of the Borrowers and the Funds Administrator hereby represents
and warrants to the Agent and each of the Lenders that, before and after giving
effect to this Amendment:

                  (a) all representations and warranties contained in the Credit
         Agreement and the other Credit Documents are true and correct in all
         material respects on and as of the date of this Amendment, in each case
         as if then made, other than representations and warranties that
         expressly relate solely to an earlier date (in which case such
         representations and warranties remain true and correct in all material
         respects on and as of such earlier date);

                  (b) no Default or Event of Default has occurred which is
         continuing;

                  (c) this Amendment, and the Credit Agreement, as amended
         hereby, constitute legal, valid and binding obligations of the
         Borrowers and the Funds Administrator, respectively, and are
         enforceable against each of the Borrowers and the Funds Administrator
         in accordance with their respective terms; and

                  (d) the execution and delivery by the Borrowers and the Funds
         Administrator of this Amendment (i) do not and will not contravene,
         conflict with, violate or constitute a default under the certificate or
         articles of incorporation or bylaws of any Credit Party, or any
         applicable law, rule, regulation, judgment, decree or order or any
         agreement, indenture or instrument to which any Credit Party is a party
         or is bound or which is binding upon or applicable to all or any
         portion of any Credit Party's property, and (II) do not require the
         consent or approval of any Person, except for any such consents or
         approvals which have been obtained and remain in full force and effect.

         4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.

         4.1 Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import, and each reference in each of the other Credit Documents to the
"Credit Agreement" shall in each case mean and be a reference to the Credit
Agreement as amended hereby.


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         4.2 Except as expressly set forth herein, (a) the execution and
delivery of this Amendment shall in no way affect any of the respective rights,
powers or remedies of the Agent or any of the Lenders with respect to any
Default or Event of Default nor constitute a waiver of any provision of the
Credit Agreement or any of the other Credit Documents and (b) all of the
respective terms and provisions of the Credit Agreement, the other Credit
Documents and all other documents, instruments, amendments and agreements
executed and/or delivered by any of the Borrowers and/or the Funds Administrator
pursuant thereto or in connection therewith shall remain in full force and
effect and are hereby ratified and confirmed in all respects. The execution and
delivery of this Amendment by Agent and the respective Lenders shall in no way
obligate the Agent or any of the Lenders, at any time hereafter, to consent to
any other amendment or modification of any term or provision of the Credit
Agreement or any of the other Credit Documents, whether of a similar or
different nature.

         4.3 Each Borrower (and each other Credit Party, if any, which executed
an acknowledgement hereof, by such execution), in its respective capacities
under each of the Credit Documents to which it is a party (including the
capacities of obligor, grantor, mortgagor, pledgor, guarantor, indemnitor and
assignor, as applicable, and each other similar capacity, if any, in which such
Credit Party has granted Liens on all or any part of the properties or assets of
such Credit Party, or otherwise acts as an accommodation party, guarantor,
indemnitor or surety with respect to all or any part of the Obligations), hereby
(a) except as otherwise expressly set forth herein, agrees that the terms and
provisions hereof shall not affect in any way any payment, performance,
observance or other obligations or liabilities of such Credit Party under the
Credit Agreement or any of the other Credit Documents, all of which obligations
and liabilities shall remain in full force and effect and extend to the further
loans, extensions of credit and other Obligations provided for thereunder, and
each of which obligations and liabilities are hereby ratified, confirmed and
reaffirmed in all respects; (b) to the extent such Credit Party has granted
Liens on any of its properties or assets pursuant to any of the Credit Documents
to secure the prompt and complete payment, performance and/or observance of all
or any part of the Obligations, acknowledges, ratifies, confirms and reaffirms
such grant of Liens, and acknowledges and agrees that all of such Liens are
intended and shall be deemed and construed to secure to the fullest extent set
forth therein all now existing and hereafter arising Obligations under and as
defined in this Credit Agreement, as amended, restated, supplemented and
otherwise modified and in effect from time to time; and (c) acknowledges and
agrees that, as of the date hereof, Agent and each of the Lenders has fully
performed all obligations to the respective Credit Parties.

         5. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK.


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         6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

         7. COUNTERPARTS. This Amendment may be executed or otherwise
authenticated in any number of counterparts and by the different parties hereto
in separate counterparts, each of which when so executed or otherwise
authenticated and delivered shall be an original, but all of which shall
together constitute one and the same instrument. Any such counterpart which may
be delivered by facsimile, email or similar electronic transmission shall be
deemed the equivalent of an originally signed counterpart and shall be fully
admissible in any enforcement proceedings regarding this Amendment.

                  [Remainder of Page Intentionally Left Blank;
                             Signature Pages Follow]



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first set forth above.

                                    METAL MANAGEMENT, INC.,
                                    in its respective capacities as Funds
                                    Administrator and a Borrower

                                    By:
                                           ----------------------------------
                                    Name:
                                           ----------------------------------
                                    Title:
                                           ----------------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement

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                              ADDITIONAL BORROWERS:

                              CIM TRUCKING, INC.
                              FIRMA, INC.
                              FIRMA PLASTIC CO., INC.
                              MAC LEOD METALS CO.
                              MTLM ARIZONA, 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 GULF COAST, INC.
                              METAL MANAGEMENT MEMPHIS, L.L.C.
                              METAL MANAGEMENT MIDWEST, INC.
                              METAL MANAGEMENT MISSISSIPPI, L.L.C.
                              METAL MANAGEMENT NEW HAVEN, INC.
                              METAL MANAGEMENT NORTHEAST, INC.
                              METAL MANAGEMENT OHIO, INC.
                              METAL MANAGEMENT PITTSBURGH, INC.
                              METAL MANAGEMENT REALTY, INC.
                              METAL MANAGEMENT SERVICES, INC.
                              METAL MANAGEMENT STAINLESS & ALLOY, INC.
                              METAL MANAGEMENT WEST, INC.
                              METAL MANAGEMENT WEST COAST HOLDINGS, INC.
                              METAL MANAGEMENT S&A HOLDINGS, INC.
                              PROLER SOUTHWEST INC.
                              TROJAN TRADING CO.

                              By:
                                  -------------------------------------------
                              Name:
                                   ------------------------------------------
                              Title:
                                    -----------------------------------------




Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                          RESERVE IRON & METAL LIMITED
                          PARTNERSHIP

                          By:  METAL MANAGEMENT OHIO, INC.,
                               its general partner


                          By:
                              ---------------------------------------------
                          Name:
                                -------------------------------------------
                          Title:
                                -------------------------------------------




Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                              AGENT AND LENDER:

                              DEUTSCHE BANK TRUST COMPANY AMERICAS, in its
                              respective capacities as Agent and a Lender


                              By:
                                 ------------------------------------------
                              Name:
                                   ----------------------------------------
                              Title:
                                    ---------------------------------------




Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                     LENDER:

                                     CONGRESS FINANCIAL CORPORATION (CENTRAL)

                                     By:
                                        -------------------------------------
                                     Name:
                                          -----------------------------------
                                     Title:
                                           ----------------------------------



Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                    LENDER:

                                    FLEET CAPITAL CORPORATION

                                    By:
                                        ----------------------------------
                                    Name:
                                          --------------------------------
                                    Title:
                                           -------------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                    LENDER:

                                    HELLER FINANCIAL, INC.

                                    By:
                                        ----------------------------------
                                    Name:
                                          --------------------------------
                                    Title:
                                           -------------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                            LENDER:

                                            LASALLE BANK NATIONAL ASSOCIATION

                                            By:
                                               -------------------------------
                                            Name:
                                                 -----------------------------
                                            Title:
                                                  ----------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                            LENDER:

                                            PNC BUSINESS CREDIT CORPORATION

                                            By:
                                               ------------------------------
                                            Name:
                                                 ----------------------------
                                            Title:
                                                  ---------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                         LENDER:

                                         WHITEHALL BUSINESS CREDIT CORPORATION

                                         By:
                                            ---------------------------------
                                         Name:
                                              -------------------------------
                                         Title:
                                               ------------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement
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                                    LENDER:

                                    U.S. BANK NATIONAL ASSOCIATION

                                    By:
                                       ---------------------------------------
                                    Name:
                                         -------------------------------------
                                    Title:
                                          ------------------------------------


Amendment No. 1 to MTLM Amended and Restated Credit Agreement