exv4w5



 





EXHIBIT 4.5




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
made and entered into as of May 18, 2007 (the “Effective Date”), by and among METAL
MANAGEMENT, INC., a Delaware corporation, CIM TRUCKING, INC., an Illinois 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 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, INC., a Delaware
corporation, 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 PROLER SOUTHWEST, INC., a Delaware
corporation, 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 Delaware
corporation, PROLER SOUTHWEST GP, INC., a Delaware corporation, PROLER SOUTHWEST LP, a Texas
limited partnership, 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 are party to a
certain Amended and Restated Credit Agreement dated as of May 9, 2006, as amended by a certain
First Amendment to Amended and Restated Credit Agreement dated as of October 13, 2006 and a certain
Second Amendment to Amended and Restated Credit Agreement dated as of January 12, 2007 (such
agreement, 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 the
Credit Agreement; 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) Capital Expenditures. Section 8.2 of the Credit Agreement is hereby deleted and
the following inserted in its stead:




“8.2 Capital Expenditures. The Borrowers shall not permit Capital
Expenditures for the Consolidated Entity to exceed $90,000,000 for the twelve month
period ending March 31, 2007, or to exceed $85,000,000 for the twelve month period
ending March 31, 2008, or to exceed $65,000,000 during any fiscal year of the
Consolidated Entity thereafter.”



     2. 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 governed by and construed in accordance with the internal laws and decisions of the State of
Illinois. 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.



     3. Release. In consideration of this Amendment, the Borrowers and the Funds
Administrator hereby release and discharge the Lenders and 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.



     4. 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.



     5. 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.



     6. 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



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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
in all material respects 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)
certification from each of the Credit Parties 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 that the resolutions authorizing amendments to the Credit
Agreement are in full force and effect, and an incumbency certificate evidencing the authority of
the officers of such Credit Parties executing this Amendment.



     7. 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.



     8. 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.



     9. 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 Third Amendment to Amended
and Restated 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.
	 	 	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.

 	 
	 	By:  	/s/ Mark A. LoSchiavo
 	 
	 	 	Name:  	Mark A. LoSchiavo 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ Christine Gerula
 	 
	 	 	Name:  	Christine Gerula 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	PNC BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ John M. Cunningham
 	 
	 	 	Name:  	John M. Cunningham 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ James M. Kershner
 	 
	 	 	Name:  	James M. Kershner 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Matthew J. Schultz
 	 
	 	 	Name:  	Matthew J. Schultz 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Suzannah Harris
 	 
	 	 	Name:  	Suzannah Harris 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	FIFTH THIRD BANK (CHICAGO)

 	 
	 	By:  	/s/ Neil G. Mesch
 	 
	 	 	Name:  	Neil G. Mesch 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	ASSOCIATED BANK, N.A.

 	 
	 	By:  	/s/ Daniel Holzhauer
 	 
	 	 	Name:  	Daniel Holzhauer 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	REGIONS BANK

 	 
	 	By:  	/s/ Berkin Istanbulluoglu
 	 
	 	 	Name:  	Berkin Istanbulluoglu 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page Continues]




 









 








[Signature Page to Third Amendment, Continued]




	 	 	 	 	 
	 	COMERICA BANK

 	 
	 	By:  	/s/ Tamara J. Miller
 	 
	 	 	Name:  	Tamara J. Miller 	 
	 	 	Title:  	Vice President