Exhibit 4.19
   AMENDED AND RESTATED DEED POLL OF CONTINUING GUARANTY
   SIMS METAL MANAGEMENT LIMITED,
  BANK OF AMERICA, N.A.




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TABLE OF CONTENTS
 Section
    
    PageARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS
    
    
    21.01 Terms Defined in Credit Agreement
    
    
    21.02 Certain Defined Terms
    
    
    21.03 Interpretive Provisions
    
    
    101.04 Accounting Terms
    
    
    101.05 Rounding
    
    
    10ARTICLE II. GUARANTY
    
    
    112.01 Guaranty
    
    
    112.02 Liability of Guarantor Absolute
    
    
    112.03 Waivers by Guarantor
    
    
    132.04 Void or Voidable Transactions
    
    
    132.05 Indemnity
    
    
    142.06 Guarantors Rights of Subrogation, Contribution, Etc
    
    
    142.07 Subordination of Other Obligations
    
    
    152.08 Continuing Guaranty
    
    
    152.09 Authority of Borrowers
    
    
    152.10 Information
    
    
    152.11 Right of Setoff
    
    
    162.12 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty
    
    
    16ARTICLE III. TAXES
    
    
    173.01 Payments Free of Taxes
    
    
    173.02 Payment of Other Taxes by Guarantor
    
    
    173.03 Indemnification by the Guarantor
    
    
    173.04 Evidence of Payment
    
    
    173.05 Treatment of Certain Refunds
    
    
    18ARTICLE IV. REPRESENTATIONS AND WARRANTIES
    
    
    184.01 Existence, Qualification and Power
    
    
    184.02 Authorization; No Contravention
    
    
    184.03 Governmental Authorization; Other Consents
    
    
    194.04 Commercial Acts; No Immunity
    
    
    194.05 Binding Effect
    
    
    194.06 Latest Audited Financial Statements; No Material Adverse Effect
    
    
    194.07 Litigation
    
    
    194.08 No Default
    
    
    204.09 Environmental Compliance
    
    
    204.10 Compliance with Laws
    
    
    204.11 Identifying Information
    
    
    204.12 Solvency
    
    
    204.13 Material Credit Agreements
    
    
    204.14 Benefit
    
    
    204.15 Guarantor Not a Trustee
    
    
    204.16 No Benefit to Related Party
    
    
    204.17 Disclosure
    
    
    21
 ii




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Section
    
    Page4.18 Repeat of Representations and Warranties
    
    
    214.19 Reliance
    
    
    214.20 No Filing or Stamp Taxes
    
    
    214.21 Taxation
    
    
    214.22 Pari Passu
    
    
    214.23 Governing Law and Enforcement
    
    
    214.24 Legal and Beneficial Owner
    
    
    214.25 Full Disclosure
    
    
    214.26 Most Favored Nation
    
    
    224.27 Representations True
    
    
    22ARTICLE V. AFFIRMATIVE COVENANTS
    
    
    225.01 Financial Statements
    
    
    225.02 Certificates; Other Information
    
    
    225.03 Notices
    
    
    235.04 Payment of Obligations
    
    
    235.05 Preservation of Existence, Etc
    
    
    235.06 Maintenance of Properties; Conduct of Business; Insurance
    
    
    235.07 Compliance with Laws
    
    
    245.08 Books and Records
    
    
    245.09 Approvals and Authorizations
    
    
    245.10 Financial Covenants
    
    
    255.11 Most Favored Nations Status
    
    
    25ARTICLE VI. NEGATIVE COVENANTS
    
    
    256.01 Liens
    
    
    256.02 Fundamental Changes
    
    
    266.03 Dispositions
    
    
    266.04 Change in Nature of Business
    
    
    266.05 Finance Debt
    
    
    266.06 Negative Pledge
    
    
    266.07 Swap Contracts
    
    
    27ARTICLE VII. MISCELLANEOUS
    
    
    277.01 No Waiver; Cumulative Remedies
    
    
    277.02 Costs and Expenses
    
    
    277.03 Notices
    
    
    277.04 Dispute Resolution
    
    
    287.05 Payment by Guarantor; Application of Payments
    
    
    307.06 Assignments, Participations, Confidentiality
    
    
    317.07 Loan Document
    
    
    317.08 Governing Law; Jurisdiction; Etc
    
    
    317.09 Waiver of Jury Trial
    
    
    327.10 USA PATRIOT Act Notice
    
    
    327.11 Amendments, Etc
    
    
    327.12 Integration; Effectiveness
    
    
    327.13 Severability
    
    
    327.14 No Inconsistent Requirements
    
    
    337.15 Judgment Currency
    
    
    337.16 Amendment and Restatement
    
    
    337.17 Consideration
    
    
    33




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AMENDED AND RESTATED DEED POLL OF CONTINUING GUARANTY
 Guaranty Guarantor Lender
 RECITALS
 Company Borrowers Borrower Prior Credit Agreement
 Prior Guaranty
 Credit Agreement
   THIS DEED POLL WITNESSES
  1




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ARTICLE I.
DEFINITIONS AND INTERPRETIVE PROVISIONS
 1.01 Terms Defined in Credit Agreement.
 1.02 Certain Defined Terms.
 ACDC
 ACDC Guidelines for Expert Determination
 Acquisition
 AUD AU$
 Calculation Date
 Calculation Period
 Compliance Certificate Exhibit A
 Dispute Section 7.04(d)
 EBITDA
 (a)
    
    taxation;(b)
    
    Net Interest Expense; and(c)
    
    amortization of intangible assets and depreciation of tangible assets of the
Sims Group,
   (i)
    
    any significant non-cash items or items disclosed as required by AASB 101.97
and AASB 101.98 due to their size or nature or by the corresponding provisions of
future revisions of this accounting standard, that are of a non-recurring nature
including but not limited to:
 2




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(A)
    
    losses or gains on the sale or revaluation of assets;(B)
    
    costs relating to restructuring and redundancy;(C)
    
    discontinued operations;(D)
    
    discounts on acquisition and gains on formation of joint
ventures;(E)
    
    post acquisition adjustments to contingent liabilities recorded
on the date of a business acquisition pursuant to purchase accounting rule
changes to be introduced on 1 July 2009; and(F)
    
    costs associated with becoming Sarbanes-Oxley Act compliant (as
required following Sims Groups registration as an issuer in the United States
of America);
 (ii)
    
    significant unrealized gains or losses;(iii)
    
    any other significant non-cash items or items including but not limited to:
 (A)
    
    write downs of inventory to net realizable value;(B)
    
    revaluation increments to inventory; and(C)
    
    forgone profit arising from sales contract negotiations; and
 (iv)
    
    any impairment charge or loss (or gain or reversal) relating to the recoverable
amount of assets (including any impairment charge relating to goodwill or identified
intangible assets),
  Section 7.04
  (a)
    
    in the case of a disposal, the period of time during which the applicable
company or business was part of the Sims Group; or(b)
    
    in the case of an acquisition, for that period being the twelve months
immediately preceding the Calculation Date.
 3




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Encumbrance
 (a)
    
    security for the payment of money or performance of obligations, including a
mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit
arrangement; or(b)
    
    right, interest or arrangement which has the effect of giving another Person a
preference, priority or advantage over creditors including any right of set-off; or(c)
    
    right that a Person (other than the owner) has to remove something from land
(known as a profit à prendre), easement, public right of way, restrictive or positive
covenant, lease, or license to use or occupy; or(d)
    
    third party right or interest or any right arising as a consequence of the
enforcement of a judgment,
  Fixed Charges
 (a)
    
    the aggregate amount of interest paid or accrued in respect of moneys borrowed
or raised or in respect of any financial accommodation on a consolidated basis
(including without limitation amortization of original issue discounts on any such
moneys or accommodation, commissions, discounts and facility, acceptance, usage and
issuance and any other fees and charges with respect to any Guarantee, promissory note
or acceptance or any discounting arrangements);(b)
    
    all but the principal component of rentals in respect of capitalized rent paid,
accrued or scheduled to be paid or accrued on a consolidated basis during such period;
and(c)
    
    dividends paid, accrued or scheduled to be paid or accrued on a consolidated
basis in respect of shares or stock which are Finance Debt during the relevant period.
 GAAP
 Governmental Authority
 Guaranteed Share
 4




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Issue Section 1.02
 Intangible Assets
 Latest Audited Consolidated Balance Sheet
 Latest Audited Financial Statements
 Laws
 Loan Parties
 Material Adverse Effect
 Material Credit Agreements
 5




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Net Interest Expense
 Other Taxes
 Responsible Officer
 Shareholders Funds less
 Sims Group
 Tangible Assets
 Taxes
 TNW less
 Total Assets
 Total Finance Debt
 Total Indebtedness
 (a)
    
    the aggregate amount (as disclosed by its latest audited balance sheet) of all
secured and unsecured liabilities of any entity which has become a member of the
 6




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Sims Group since the date of the Latest Audited Consolidated Balance Sheet and all
other amounts which would be included in this definition if references to the Latest
Audited Consolidated Balance Sheet were to be to the latest audited balance sheet of
that entity;
 (b)
    
    the unrepaid principal (or its equivalent) of any Finance Debt where the
proceeds or benefits of that Finance Debt:
 (i)
    
    have been received by any member of the Sims Group, since the
date of the Latest Audited Consolidated Balance Sheet, excluding the amount of
any such proceeds which have been applied in reduction of any secured or
unsecured liabilities included in this definition; or(ii)
    
    are to be received by any member of the Sims Group and the
receipt of such proceeds or benefits has been underwritten or otherwise assured
to the satisfaction of the auditor of the Sims Group;
 (c)
    
    the paid up capital amount and accrued but unpaid dividends of Guaranteed
Shares;
  (d)
    
    deducting:
 (i)
    
    the aggregate amount of all secured and unsecured liabilities
of any entity which has ceased to be a member of the Sims Group since the date
of the Latest Audited Consolidated Balance Sheet and in respect of which no
other member of the Sims Group has any liability; and(ii)
    
    the aggregate amount of all liabilities which in the opinion of
the auditor of the Sims Group have been defeased in such a way as to enable any
such liability to be considered as having been extinguished within the meaning
of paragraph 30 of Australian Accounting Standard AAS23; and(iii)
    
    debt reductions of the type referred to in (b)(iii) of the
definition of Total Tangible Assets;
 (e)
    
    eliminating all inter entity balances among the member of the Sims Groups or
any of them (including any member of the Sims Group which has become one since the date
of the Latest Audited Consolidated Balance Sheet); and(f)
    
    making such further adjustments (including, without limitation, elimination of
any double counting arising in relation to any Guarantee and the obligation or
indebtedness that is the subject of the Guarantee) which in the opinion of the auditor
of the Sims Group are appropriate to make a proper determination of the total amount of
the aggregate indebtedness of the members of the Sims Group.
 7




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Total Tangible Assets
 (a)
    
    the aggregate (as disclosed by its latest audited balance sheet) of the book
value of the Tangible Assets as determined by the auditor of the Sims Group (after
making provisions for depreciation and bad and doubtful debts and any income yet to
mature) of any entity which has become a member of the Sims Group since the date of the
Latest Audited Consolidated Balance Sheet;(b)
    
    the aggregate proceeds of:
 (i)
    
    any issue of shares or stock (including premium) of any member
of the Sims Group received since the balance date of the latest Audited
Consolidated Balance Sheet; and(ii)
    
    the aggregate proceeds of any calls on partly paid shares made
by any member of the Sims Group which have been received since the balance date
of the Latest Audited Consolidated Balance Sheet,
  (iii)
    
    have been applied in reduction of any secured or unsecured
liabilities included in the definition of Total Indebtedness; or(iv)
    
    have been applied in acquiring any assets included in Total
Tangible Assets under this definition;
 (c)
    
    the book value of any Tangible Assets (not excluded as provided below) acquired
since the date of the Latest Audited Consolidated Balance Sheet by any member of the
Sims Group with the proceeds of the sale of shares or units in any entity which has
ceased to be a member of the Sims Group since that date;(d)
    
    the book value of all assets which are or may be leased, chartered, hired,
managed, used or operated under a finance lease (where the capitalized rent has been
included in Total Indebtedness) as determined by the auditor of the Sims Group at least
annually or (at the option of the Guarantor) the value as at the date of calculation as
assessed by a qualified independent appraiser chosen by the Guarantor and approved by
the Lender);
 8




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(e)
    
    the proceeds of any Finance Debt referred to in paragraph (b) of the definition
of Total Indebtedness excluding the amount of any proceeds which:
 (i)
    
    have been applied in reduction of any other secured or
unsecured liabilities included in that definition; or(ii)
    
    have been applied in acquiring any assets included in Total
Tangible Assets under this definition;
 (f)
    
    (if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent appraiser approved by the Lender), the excess (if any) of
the fair value of that Tangible Asset as established by the appraiser over its book
value (as disclosed in the Latest Audited Consolidated Balance Sheet or, in the case of
any entity which has become a member of the Sims Group since the Latest Audited
Consolidated Balance Sheet, as disclosed in the latest audited balance sheet of that
entity) and as accepted by the auditor of the Sims Group without qualification;
  (g)
    
    the amount of any income yet to mature and the amount of provisions for
depreciation and for bad and doubtful debts as disclosed by the Latest Audited
Consolidated Balance Sheet, in each case to the extent otherwise reported as an asset
of the Sims Group;(h)
    
    the aggregate (as disclosed by the latest audited balance sheet of the relevant
entity) of the book values of the Tangible Assets of any entity which has ceased to be
a member of the Sims Group since the date of the Latest Audited Consolidated Balance
Sheet, other than Tangible Assets of that entity which have become assets of another
member of the Sims Group since that date (except that, where a revaluation of any asset
had previously been made under paragraph (f), the fair value of that asset as
determined in accordance with that paragraph shall be used instead of the book value);(i)
    
    the book value of any Tangible Assets of any member of the Sims Group which
have been applied since the date of the Latest Audited Consolidated Balance Sheet in
the acquisition of any entity which has become a member of the Sims Group since that
date (except that, where a revaluation of any asset had previously been made under
paragraph (f), the fair value of that asset as determined in accordance with that
paragraph shall be used instead of the book value); and(j)
    
    if a revaluation of a Tangible Asset of any member of the Sims Group has been
carried out by an independent appraiser (whether at the request of the Lender or
otherwise), the excess (if any) of the book value of that Tangible Asset (as disclosed
in the Latest Audited Consolidated Balance Sheet or, in the case of any entity which
has become a member of the Sims Group since the Latest Audited Consolidated Balance
Sheet, as disclosed in the latest audited balance sheet of
 9




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that entity) over its fair value as established by the appraiser and as accepted by
the auditor of the Sims Group without qualification;
  (k)
    
    eliminating all inter-entity balances among any of the Sims Group (including
any member of the Sims Group which has become such since the Latest Audited
Consolidated Balance Sheet); and(l)
    
    making such further adjustments as may properly be necessary to avoid any
double counting of assets or as may be required by the auditor of the Sims Group to
enable a proper determination to be made of the total amount of the Total Tangible
Assets.
 1.03 Interpretive Provisions. Section 1.02
 1.04 Accounting Terms.
 Generally
 Changes in GAAP provided
 1.05 Rounding.
 10




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ARTICLE II.
GUARANTY
 2.01 Guaranty. Guaranteed Obligations Bankruptcy Code
 2.02 Liability of Guarantor Absolute. Section 2.04
     11




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12




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2.03 Waivers by Guarantor.
      Section 2.02
  2.04 Void or Voidable Transactions. Section 2.12 Section 2.02
 13




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2.05 Indemnity. Indemnitee
   Section 2.01
      2.06 Guarantors Rights of Subrogation, Contribution, Etc.
 14




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2.07 Subordination of Other Obligations.
 2.08 Continuing Guaranty. provided however Section 2.04 Article III Section 7.02
 2.09 Authority of Borrowers.
 2.10 Information.
 15




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2.11 Right of Setoff. provided
 2.12 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty.
   16




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ARTICLE III.
TAXES
 3.01 Payments Free of Taxes. provided
 3.02 Payment of Other Taxes by Guarantor. Section 3.01
 3.03 Indemnification by the Guarantor. provided
 3.04 Evidence of Payment.
 17




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3.05 Treatment of Certain Refunds. provided provided however
 ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
  4.01 Existence, Qualification and Power.
 4.02 Authorization; No Contravention.
 18




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4.03 Governmental Authorization; Other Consents.
 4.04 Commercial Acts; No Immunity.
 4.05 Binding Effect.
 4.06 Latest Audited Financial Statements; No Material Adverse Effect.
   4.07 Litigation.
 19




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4.08 No Default.
 4.09 Environmental Compliance.
 4.10 Compliance with Laws.
 4.11 Identifying Information.
 4.12 Solvency.
 4.13 Material Credit Agreements. Section 5.10
 4.14 Benefit.
 4.15 Guarantor Not a Trustee.
 4.16 No Benefit to Related Party.
 20




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4.17 Disclosure.
 4.18 Repeat of Representations and Warranties. Article IV
 4.19 Reliance. Article IV
 4.20 No Filing or Stamp Taxes.
 4.21 Taxation.
 4.22 Pari Passu. pari passu
 4.23 Governing Law and Enforcement.
   4.24 Legal and Beneficial Owner.
 4.25 Full Disclosure.
 21




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4.26 Most Favored Nation.
 4.27 Representations True.
 ARTICLE V.
AFFIRMATIVE COVENANTS
 Sections 5.01 5.02 5.03
 5.01 Financial Statements.
   5.02 Certificates; Other Information.
 Sections 5.01(a) (b)
   22




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5.03 Notices.
      Section 5.03
 5.04 Payment of Obligations.
 5.05 Preservation of Existence, Etc. Section 6.02 6.03
 5.06 Maintenance of Properties; Conduct of Business; Insurance.
    23




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5.07 Compliance with Laws.
       5.08 Books and Records.
 5.09 Approvals and Authorizations.
 24




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5.10 Financial Covenants.
    5.11 Most Favored Nations Status. Guarantor MFN Notice Lender MFN Notice
 ARTICLE VI.
NEGATIVE COVENANTS
  6.01 Liens.
 25




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6.02 Fundamental Changes.
 provided provided
 provided
 6.03 Dispositions.
   6.04 Change in Nature of Business.
 6.05 Finance Debt.
    6.06 Negative Pledge.
  26




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6.07 Swap Contracts
   ARTICLE VII.
MISCELLANEOUS
 7.01 No Waiver; Cumulative Remedies.
 7.02 Costs and Expenses. Section 7.04
 7.03 Notices. Schedule 10.02 Schedule 10.02
 27




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7.04 Dispute Resolution.
 Section 7.04
 Initial
Notice Notification
  Section 7.04(b) Section 7.04(b) Section 7.04(c) Section 7.04 Section 7.04
  Section 7.04(e)
  Section 7.04(f)(i)
 28




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Section 7.04
       Section 7.04
    29




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Section 7.04
 Section 7.04 Section 7.04(f)(viii) Section 5.10
 Section 7.04 Section 7.04
 Section 7.04
 Section 7.04
 7.05 Payment by Guarantor; Application of Payments.
 First
 Second First Section 8.03
 30




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7.06 Assignments, Participations, Confidentiality. Section 10.07 provided
 7.07 Loan Document. Section 1.02
 7.08 Governing Law; Jurisdiction; Etc.
 GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 31




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SERVICE OF PROCESS SECTION 7.03
 7.09 Waiver of Jury Trial.
 7.10 USA PATRIOT Act Notice. Act
 7.11 Amendments, Etc.
 7.12 Integration; Effectiveness.
 7.13 Severability.
 32




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7.14 No Inconsistent Requirements.
 7.15 Judgment Currency. Judgment Currency Agreement Currency
 7.16 Amendment and Restatement.
 7.17 Consideration.
  33




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THIS AMENDED AND RESTATED DEED POLL OF CONTINUING GUARANTY IS EXECUTED AND UNCONDITIONALLY
DELIVERED AS A DEED POLL FOR THE BENEFIT OF BANK OF AMERICA, N.A. (INCLUDING ITS PERMITTED
SUCCESSORS AND ASSIGNS) AND IS GOVERNED BY THE LAWS OF THE STATE OF NEW SOUTH WALES.
 EXECUTEDby SIMS METAL MANAGEMENT
LIMITEDin accordance with section
127(1) of the Corporations Act 2001
(Cwlth) by authority of its
directors:
    
    )
)
)
)
)))
    
    
    Signature of director/company secretary*)
    
    
    *delete whichever is not applicableSignature of director
    
    
    )))
    
    
    Name of director/company secretary*Signature of director (block letters)
    
    
    )
    
    
    (block letters)*delete whichever is not applicableEXECUTEDby BANK OF AMERICA, N.A.:
    
    
    )))))Signature of officer
    
    
    ))))Signature of officer (block letters)
    
    
    )
 1




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EXHIBIT A
 FORM OF COMPLIANCE CERTIFICATE
 
   Guaranty Guarantor Lender
 
 [Use following paragraph 1 for fiscal year-end financial statements]
 Schedule 1 Section 5.01(a)
 [Use following paragraph 1 for first fiscal half-year financial statements]
 Schedule 1 Section 5.01(b)
 [select one:]
 [To the best knowledge of the undersigned during such fiscal period, the Guarantor and each
of the Loan Parties have performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]
 or
 [The following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and status:]




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Article IV Section 4.06 Section 5.01
 Schedule 2
 IN WITNESS WHEREOF
 SIMS METAL MANAGEMENT LIMITEDBy:Name:Title:
 2




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Statement Date
 SCHEDULE 2