EX-4.1






SECOND AMENDMENT TO CREDIT AGREEMENT




This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into
as of May 9, 2005 (the “Effective Date”), by and among METAL MANAGEMENT, INC., a Delaware
corporation, CIM TRUCKING, INC., an Illinois corporation, MTLM ARIZONA, INC., an Arizona
corporation, MAC LEOD METALS CO., a California corporation, METAL MANAGEMENT AEROSPACE, INC., a
Delaware corporation, METAL MANAGEMENT ALABAMA, INC., a Delaware corporation, METAL MANAGEMENT
ARIZONA, L.L.C., an Arizona limited liability company, METAL MANAGEMENT CONNECTICUT, INC., a
Delaware corporation, METAL MANAGEMENT GULF COAST, INC., a Delaware corporation, METAL MANAGEMENT
INDIANA, INC., an Illinois corporation, METAL MANAGEMENT MEMPHIS, L.L.C., a Tennessee limited
liability company, METAL MANAGEMENT MIDWEST, INC., an Illinois corporation, METAL MANAGEMENT
MISSISSIPPI, L.L.C., a Delaware limited liability company, METAL MANAGEMENT NEW HAVEN, INC., a
Delaware corporation, METAL MANAGEMENT NORTHEAST, INC., a New Jersey corporation, METAL MANAGEMENT
OHIO, INC., an Ohio corporation, METAL MANAGEMENT PITTSBURGH, INC., a Delaware corporation, METAL
MANAGEMENT S&A HOLDINGS, INC., a Delaware corporation, NAPORANO IRON & METAL, INC. (f/k/a Metal
Management Services, Inc.), a Delaware corporation, METAL MANAGEMENT STAINLESS & ALLOY, INC., a
Delaware corporation, METAL MANAGEMENT WEST, INC., a Colorado corporation, METAL MANAGEMENT WEST
COAST HOLDINGS, INC., a Delaware corporation, PROLER SOUTHWEST INC., a Texas corporation, and
RESERVE IRON & METAL LIMITED PARTNERSHIP, a Delaware limited partnership (collectively, the
“Borrowers”); METAL MANAGEMENT, INC., a Delaware corporation, acting in its capacity as
borrowing agent and funds administrator for the Borrowers (in such capacity, the “Funds
Administrator”); the financial institutions identified on the signature pages hereto as lenders
(the “Lenders”); and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
acting in its capacity as agent for the Lenders (in such capacity, “Agent”).



WHEREAS, the Borrowers, the Funds Administrator, the Lenders and the Agent entered into a
certain Credit Agreement dated as of June 28, 2004, as amended by a Certain First Amendment to
Credit Agreement dated as of March 1, 2005 (such Credit Agreement, as amended by such First
Amendment, as it may be from time to time amended, restated, modified, or supplemented, the
“Credit Agreement”);



WHEREAS, the Borrowers, the Funds Administrator, the Lenders and the Agent desire to further
amend certain of the terms and conditions of the Credit Agreement pursuant to the terms and
conditions of this Amendment; and



WHEREAS, the defined terms used, but not defined, herein shall have the meanings ascribed to
such terms in the Credit Agreement.



NOW, THEREFORE, for valuable consideration received to their mutual satisfaction, the parties
hereby agree as follows:



1. Amendment of Credit Agreement. Subject to the terms of this Amendment, the Credit
Agreement is hereby amended as follows:



(a) Port Albany Ventures LLC. The following new definition is hereby added to Section
1.1 of the Credit Agreement:



“Port Albany Ventures” means Port Albany Ventures LLC, a Delaware limited
liability company owned by Naporano Iron & Metal, Inc. and Donjon Marine Company,
Inc., to conduct stevedoring and marine services operations in accordance with the
terms of the Amended and Restated Limited Liability Company Agreement of Port
Albany Ventures LLC dated as of March 16, 2005, as amended from time to time.



(b) Capital Expenditures. Section 8.2 of the Credit Agreement is hereby deleted and
the following inserted in its stead:



“8.2 Capital Expenditures. For the period of April 1, 2005 to March 31,
2006, the Borrowers shall not permit Capital Expenditures for the Consolidated
Entity to exceed $40,000,000. For the period of April 1, 2006 to March 31, 2007,
the Borrowers shall not permit Capital Expenditures for the Consolidated Entity to
exceed $20,000,000. At all other times during the term of this Agreement, the
Borrowers shall not permit Capital Expenditures for the Consolidated Entity to
exceed $20,000,000 during any consecutive twelve month period.”



(c) Permitted Investments. Section 8.8 of the Credit Agreement is hereby deleted and
the following inserted in its stead:



“8.8 Investments and Acquisitions. No Borrower shall, or shall permit any
of its Subsidiaries to, directly or indirectly, make any Acquisition of any Person
or make any Investment in any Person, whether in cash, Securities, or other
property of any kind including, without limitation, any Subsidiary or Affiliate of
any Credit Party, other than:



(a) Permitted Acquisitions and Permitted Investments in
Non-Majority Interests;



(b) advances or loans made in the ordinary course of business not
to exceed $2,500,000 in the aggregate for all Credit Parties
combined outstanding at any one time (provided, that the aggregate
amount of all advances and loans made to officers, directors,
employees or other Affiliates of any Borrower or any Subsidiary of
any Borrower outstanding at any one time shall not exceed $250,000);



(c) loans, investments and advances between a Borrower and any
other Borrower;



(d) Cash Equivalents;



(e) Investments in account debtors received in connection with the
bankruptcy or reorganization, or in settlement of delinquent
obligations, of customers in the ordinary course of business and in
accordance with applicable collection and credit policies
established by such Borrower or such Subsidiary, as the case may be;



(f) extensions of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods and
services in the ordinary course of business;



(g) Investments existing on the Closing Date and set forth on
Schedule 8.8(f);



(h) an Investment of no more than $20,000,000 in MTLM Nashville;



(i) an Investment of no more than $8,000,000 in Port Albany
Ventures; and



(j) such other Investments as the Agent may approve in writing in
the exercise of its sole discretion.”



2. Undertaking if Port Albany Ventures Becomes Wholly-Owned Subsidiary. At such time,
if any, that Port Albany Ventures becomes a direct or indirect wholly-owned Subsidiary of MTLM,
MTLM shall cause Port Albany Ventures to join and agree to be bound by and perform the terms of the
Credit Agreement in the capacity as a “Borrower” thereunder and the terms of each other Credit
Document in a similar capacity, and Port Albany Ventures, the Borrowers and the Funds Administrator
shall execute and deliver to the Agent such joinders, consents, certificates, opinions of counsel,
collateral documents, and other agreements, instruments and documents as the Agent may reasonably
request in connection therewith.



3. General Terms of Amendment. Except as specifically amended herein, directly or by
reference, all of the terms and conditions set forth in the Credit Agreement and the other Credit
Documents are confirmed and ratified, and shall remain as originally written. This Amendment shall
be construed in accordance with the laws of the State of Illinois, without regard to principles of
conflict of laws. Nothing herein shall affect or impair any rights and powers which the Borrowers,
the Funds Administrator, any Lender or the Agent may have under the Credit Agreement or any of the
other Credit Documents.



4. Release. In consideration of this Amendment, the Borrowers and the Funds
Administrator hereby release and discharge the Lenders and the Agent and each of their respective
shareholders, directors, officers, employees, attorneys, affiliates and subsidiaries from any and
all claims, demands, liability and causes of action whatsoever, now known or unknown, arising prior
to the date hereof out of or in any way related to the extension or administration of the
Obligations, the Credit Agreement, the other Credit Documents or any security interest related
thereto.



5. Liens not Impaired. The parties hereto further agree that this Amendment shall in
no manner affect or impair the liens and security interests evidenced by the Credit Agreement
and/or any other Credit Documents or instruments evidencing, securing or related to the
Obligations. The Borrowers hereby acknowledge that all liens and security interests securing the
Obligations are valid and subsisting.



6. No Counterclaims or Defenses. The Borrowers and the Funds Administrator hereby
declare 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 Credit
Agreement, the other Credit Documents or the transactions contemplated thereby, and to the extent
any such set offs, counterclaims, defenses or other causes of action might exist, such items are
hereby waived by the Borrowers.



7. Representations and Undertakings of Borrowers and Funds Administrator. Each of the
Borrowers and the Funds Administrator hereby represents and warrants to the Lenders and the Agent
that: (a) each Credit Party a party hereto has the legal power and authority to execute and deliver
this Amendment; (b) the officers or representatives executing this Amendment have been duly
authorized to execute and deliver the same and bind such Credit Parties with respect to the
provisions hereof; (c) the execution and delivery hereof by such Credit Parties and the performance
and observance by such Credit Parties of the provisions hereof do not violate or conflict with the
organizational documents or agreements of such Credit Parties or any law applicable to such Credit
Parties or result in a breach of any provisions of or constitute a default under any other
agreement, document, certificate or instrument binding upon or enforceable against such Credit
Parties; (d) this Amendment constitutes a valid and binding obligation upon such 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 and the Agent that no
Default or Event of Default has occurred under the Credit Agreement or the other Credit Documents
and that each of the representations and warranties of the Borrowers and the Funds Administrator
set forth in the Credit Agreement and the other Credit Documents are true and correct as of the
Effective Date. On the Effective Date, the Borrowers and the Funds Administrator shall deliver to
the Agent (for the benefit of the Agent and the Lenders) certified copies of resolutions of such
Credit Parties authorizing the execution, delivery and performance of this Amendment by such Credit
Parties, certification that there have been no amendments to the respective bylaws, certificates of
incorporation or equivalent constituent documents of the Credit Parties since the date of the
original Credit Agreement (or if there have been such amendments, certified copies of such amended
documents) and an incumbency certificate evidencing the authority of the officers of such Credit
Parties executing this Amendment. The Borrowers and the Funds Administrator further represent,
warrant, covenant and agree that: (i) on the Effective Date, the Borrowers and the Funds
Administrator shall deliver to the Agent (for the benefit of the Agent and the Lenders) a certified
copy of the Amended and Restated Limited Liability Company Agreement of Port Albany Ventures LLC
dated as of March 16, 2005 (the “Port Albany Ventures Company Agreement”), (ii) the
Borrowers’ interest in Port Albany Ventures is and shall at all times be represented by Membership
Interests (as such term is defined in the Security Agreement) owned directly by MTLM or one of the
other Borrowers and such Membership Interests are not and shall not be represented any
certificates, documents or instruments of any kind without the prior written consent of the Agent,
(iii) to the extent that financing statements have been filed against the Borrowers in appropriate
offices, the Agent will have a fully perfected first priority security interest in the Borrowers’
interest in Port Albany Ventures and the distributions and proceeds therefrom in which a security
interest may be perfected by filing, subject only to Permitted Liens, and neither such security
interest nor the exercise of any rights therein would contravene, violate, constitute a default
under or require the consent of any other person or entity under any contract, agreement,
indenture, instrument or undertaking binding upon or enforceable against any Borrower, including
without limitation, the Port Albany Ventures Company Agreement, and (iv) Borrowers shall not amend,
modify or supplement the Port Albany Ventures Company Agreement or any other constituent documents
of Port Albany Ventures in any way that limits, restricts or impairs the Agent’s security interest
therein or the exercise of any of the Agent’s rights in connection therewith.



8. Costs and Expenses. The Borrowers and the Funds Administrator jointly and
severally agree to pay, on demand, all costs and expenses of the Agent (including the reasonable
fees and expenses of outside counsel for the Agent) in connection with the preparation,
negotiation, execution, delivery, and administration of this Amendment and any other Credit
Documents and all other instruments or documents provided for herein or delivered or to be
delivered hereunder or in connection herewith or related thereto. In addition, the Borrowers and
the Funds Administrator jointly and severally agree to pay, and save the Lenders and the Agent
harmless from all liability for, any stamp or other taxes which may be payable in connection with
the execution or delivery of this Amendment, the borrowings contemplated in this Amendment, and the
execution and delivery of any instruments or documents provided for herein or delivered or to be
delivered hereunder or in connection herewith or in connection with the Credit Agreement or the
other Credit Documents. All obligations in this Section shall survive any termination of the
Credit Agreement, as amended hereby, and the other Credit Documents. The Borrowers and the Funds
Administrator hereby authorize the Agent to charge the Borrowers’ account(s) with the Agent in
respect of any and all costs and expenses described hereunder.



9. Section Titles. The Section titles and captions contained herein are and shall be
without substantive meaning and are not a part of the agreement between the parties hereto.



10. Counterparts. This Amendment may be executed in counterparts and all such
counterparts shall constitute one agreement binding on all the parties, notwithstanding that the
parties are not signatories to the same counterpart.



[Signature Pages Follow]




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IN WITNESS WHEREOF, the respective parties hereto have caused this Second Amendment to
Credit Agreement to be executed and delivered by their duly authorized officers as of the 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 Financial Officer

	 

	ADDITIONAL BORROWERS:

	CIM TRUCKING, INC.

MACLEOD 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 STAINLESS & ALLOY, INC.

METAL MANAGEMENT WEST, INC.

METAL MANAGEMENT WEST COAST HOLDINGS, INC.

METAL MANAGEMENT S&A HOLDINGS, INC.

NAPORANO IRON & METAL, INC.

PROLER SOUTHWEST 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]





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[Signature Page to Second Amendment, Continued]




	 
	 

	AGENT:

	LASALLE BANK NATIONAL ASSOCIATION, as Agent

By: /s/ Michael J. Vrchota

	 

	Name: Michael J. Vrchota

Title: First Vice President

	 

	LENDERS:

	LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Michael J. Vrchota

	 

	Name: Michael J. Vrchota

Title: First Vice President








[Signature Page Continues]






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[Signature Page to Second Amendment, Continued]




	 
	 

	PNC BANK NATIONAL ASSOCIATION

	 

	By: /s/ John Cunningham

	 

	Name: John

Cunningham

Title: Vice

President








[Signature Page Continues]






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[Signature Page to Second Amendment, Continued]




	 
	 

	SOVEREIGN BANK

	 

	By /s/ Robert E. Cook

	 

	Name: Robert E. Cook

Title: Vice

President








[Signature Page Continues]






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[Signature Page to Second Amendment, Continued]




	 
	 

	U.S. BANK, NATIONAL ASSOCIATION

	 

	By: /s/ Matthew J. Schulz

	 

	Name: Matthew J.

Schulz

Title: Vice President








[Signature Page Continues]





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[Signature Page to Second Amendment, Continued]




	 
	 

	NATIONAL CITY BANK OF THE MIDWEST

	 

	By: /s/ James M. Kershner

	 

	Name: James M.

Kershner

Title: Vice President








[Signature Page Continues]





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[Signature Page to Second Amendment, Continued]




	 
	 

	FIFTH THIRD BANK

	 

	By: /s/ Susan M. Kaminski

	 

	Name: Susan M.

Kaminski

Title: Vice President








[Signature Page Continues]





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[Signature Page to Second Amendment, Continued]




	 
	 

	KEYBANK NATIONAL ASSOCIATION

	 

	By: /s/ Suzannah Harris

	 

	Name: Suzannah Harris

Title: Assistant Vice

President








[Signature Page Continues]





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[Signature Page to Second Amendment, Continued]




	 
	 

	RZB FINANCE LLC

	 

	By: /s/ John A. Valiska

	 

	Name: John A. Valiska

Title: First Vice

President

By: /s/ Christoph Hoedl

	 

	Name: Christoph Hoedl

Title: Group Vice

President








[Signature Page Continues]






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[Signature Page to Second Amendment, Continued]




	 
	 

	CHARTER ONE BANK, N.A.

	 

	By: /s/ Raullo M. Eanes

	 

	Name: Raullo M.

Eanes

Title: Vice

President

	 









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