Capacity (Tons)

Exhibit 10.24

SECURITIES REPURCHASE AGREEMENT

     THIS SECURITIES REPURCHASE AGREEMENT (this “Agreement”) is made as of November 30, 2006 by and among Horsehead Holding Corp., a Delaware corporation (the “Company”), each of the holders of common stock of the Company, par value $0.01 per share (the “Common Stock”), set forth in Exhibit A hereto (collectively, the “Sellers”).

     WHEREAS, the Company has entered into a Purchase/Placement Agreement, dated as of November 20, 2006 (the “Purchase/Placement Agreement”), with Friedman, Billings, Ramsey & Co., Inc. (“FBR”) pursuant to which the Company has agreed to sell, and FBR has agreed to purchase from the Company or place on behalf of the Company, up to 13,750,000 shares of Common Stock (the “Offering”), at a purchase price of $12.09 per share;

     WHEREAS, concurrently with the closing of the Offering, each of the Sellers desires to sell to the Company, and the Company desires to buy directly from each of the Sellers, an aggregate of 13,750,000 shares of Common Stock (the “Shares); and

     WHEREAS, the sale of the Shares by the Sellers and the purchase of the Shares by the Company is conditioned upon the closing of the Offering.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Delivery of Share Certificates

     (a) Concurrent with the execution of this Agreement, each Seller shall (to the extent such certificates are not currently in the possession of Kirkland & Ellis LLP) deliver to the offices of the Company’s attorneys, Kirkland & Ellis LLP, Attn: Steve Toth, 200 East Randolph Drive, Chicago, Illinois 60601, the stock certificates representing the Shares to be sold by such Seller, accompanied by duly executed a stock assignments in the form of Exhibit B attached hereto (provided that such endorsements shall not be deemed effective until the Repurchase Effective Time (as defined below)). The Company shall not be obligated to deliver the payment pursuant to Sections 2(b) below or replacement securities pursuant to Section 4 below to a Seller until such Seller shall have so delivered the stock certificates representing, immediately prior to the Repurchase Effective Time, the Shares to be purchased from such Seller accompanied by such duly executed assignments; provided that if any stock certificates representing, immediately prior to the Repurchase Effective Time, the Shares to be sold by a Seller shall have been lost, stolen or destroyed, upon (i) the making of an affidavit of that fact by the holder claiming such stock certificate to be lost, stolen or destroyed, and (ii) if such holder is not an institutional investor, the posting by such holder of a bond, if required by the Company, in such reasonable form and amount as the Company shall require as indemnity against any claim that may be made against the Company with respect to such stock certificate, then, for purposes of this Section 1, such stock certificate shall be deemed to have been delivered to the Company. In the event that this Agreement is terminated pursuant to Section 8, the Company shall return, or cause to be returned, to each Seller any stock certificates that have been delivered by such Seller to the Company pursuant to this Section 1.

2. Sale of Shares.

     (a) Sale of the Shares. On the Closing Date, immediately following the closing of the Offering (the “Repurchase Effective Time”), and upon the terms and conditions set forth in this Agreement, each Stock Seller shall sell, transfer, and assign to the Company, the number of Shares owned

by such Seller and to be transferred hereunder in the amount set forth in Exhibit A hereto, and the Company shall purchase from each Stock Seller, all of the right, title, and interest in and to the Shares held by such Seller and to be repurchased from such Seller in the amount set forth in Exhibit A hereto.

     (b) Deliveries by the Company. On the Closing Date, the Company shall deliver to each Seller, if such Seller has performed all of its obligations under Section 1 of this Agreement in a manner reasonably satisfactory to the Company, a cashier’s check or wire transfer of immediately available funds to a bank account designated by such Seller in writing to the Company no later than three business days prior to the Repurchase Effective Time in an aggregate amount equal to the product of (i) the number of Shares to be purchased from such Seller by the Company and (ii) $12.09, representing payment in full for the Shares purchased from such Seller pursuant hereto.

     (c) Effect on Shares. As of the Repurchase Effective Time, the Shares purchased hereby shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each Seller shall cease to have any rights with respect thereto, other than the right to receive the applicable payment payable in respect of such Seller’s Shares pursuant to Section 2(b). Any certificate to the extent formerly representing Shares purchased hereby shall, from and after the Repurchase Effective Time, solely represent the right to receive the payment payable pursuant to Section 2(b).

3. Shares Not Repurchased. In the event that less than all of the outstanding Shares provided for by a certificate representing such Shares are sold pursuant to this Agreement, then promptly after the Repurchase Effective Time (and after delivery of such share certificate in accordance with Section 1) the Company shall issue to the holder of such Shares a new stock of like tenor representing the Shares represented by the original certificates for the Shares but not sold by such holder pursuant to this Agreement.

4. The Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Kirkland & Ellis LLP in Chicago, Illinois at the Repurchase Effective Time, or at such other place or on such other date as may be mutually agreeable to the Sellers and the Company.

5. Representations and Warranties of the Seller. Each Seller, severally and not jointly, hereby represents and warrants to the Company that:

     (a) Ownership. All of the Shares are owned of record and beneficially by such Seller, and such Seller has good and marketable title to the Shares, free and clear of all security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, and other arrangements or restrictions whatsoever (“Encumbrances”), other than pursuant to applicable securities laws and the Securityholders Agreement dated as of December 23, 2003 by and among the Company and its equityholders.

     (b) Authorization; No Breach. The execution, delivery and performance of this Agreement has been duly authorized by such Seller. This Agreement constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. The execution and delivery by such Seller of this Agreement, and the fulfillment of and compliance with the terms hereof by such Seller, do not and shall not conflict with or result in a breach of the terms, conditions or provisions of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, its limited liability company operating agreement or any material law, statute, rule or regulation to which such Seller is subject, or any material agreement, instrument, order, judgment or decree to which such Seller is subject, except where any such condition would not have a

material adverse effect on such Seller or its ability to perform its obligations hereunder. Such Seller has full right, power and authority to sell, assign, transfer and deliver the Shares to be sold by such Seller hereunder.

     (c) Information. Such Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the repurchase of Shares pursuant hereto and has had full access to such other information concerning the Company and its subsidiaries as it has requested. Such Seller has also been provided a copy of and reviewed the preliminary offering memorandum dated October 30, 2006 related to the Offering.

6. Representations and Warranties of the Company. The Company hereby represents and warrants to each of the Sellers that:

     (a) Authorization; No Breach. The execution, delivery and performance of this Agreement has been duly authorized by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies. The execution and delivery by the Company of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Company, do not and shall not conflict with or result in a breach of the terms, conditions or provisions of, or require any authorization, consent, approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, its certificate of incorporation or bylaws or any material law, statute, rule or regulation to which the Company is subject, or any material agreement, instrument, order, judgment or decree to which the Company or any subsidiary is subject, except where any such condition would not have a material adverse effect on the Company or its ability to perform its obligations hereunder.

7. Termination. In the event that the Repurchase Effective Time has not occurred prior to 11:59 PM Eastern Time on January 31, 2007 (the “Termination Date”), then this Agreement shall terminate automatically and the Company shall promptly thereafter return all certificates representing Shares to the holders thereof. Upon termination, this Agreement will forthwith become void and there will be no liability on the part of any party hereto to any other party hereto or its stockholders or directors or officers in respect thereof, except that the provisions of this Section 8 shall continue in full force and effect.

8. General Provisions.

     (a) Survival of Representations. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, regardless of any investigation made by a party or on its behalf.

     (b) Expenses. The parties will each pay their own costs and expenses (including attorneys’ fees and expenses) incurred in connection with the preparation, negotiation and consummation of this Agreement and the transactions contemplated hereby.

     (c) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     (d) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

     (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by any of the parties hereto and their respective successors and assigns (including subsequent holders of Shares).

     (f) Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

     (g) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

     (h) WAIVER OF TRIAL BY JURY. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVERS THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF, CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE MATTERS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

     (i) Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party in its sole discretion may apply to any court of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

     (j) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the parties hereto.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

		HORSEHEAD HOLDING CORP.
		By:		/s/ James M. Hensler
		Name:		James M. Hensler
		Title:		President and CEO
		SUN HORSEHEAD, LLC
		By: Name:		/s/ Kevin Calhoun   Kevin Calhoun
		Title:		Vice President
		RANDOLPH STREET PARTNERS VI
		By:		/s/ Matthew E. Steinmetz
		Name:		Matthew E. Steinmetz
		Title:		Managing Partner
		DANIEL WOLF
				/s/ Daniel Wolf
		ERIC MILLER
				/s/ Eric Miller
		MARK NEPORENT
				/s/ Mark Neporent

		KEVIN GENDA
				/s/ Kevin Genda
		KRISTINE LUBERT TRUST
		By:		/s/ Howard Lubert
		Name:		Howard Lubert
		Title:		Trustee
		JLT INVESTMENTS LP
		By:		/s/ Howard Lubert
		Name: Title:		Howard Lubert General Partner
		GERMANTOWN VENTURES, LLC
		By:		/s/ Ira M. Lubert
		Name:		Ira M. Lubert
		Title:		Managing Member
		HOWARD ROSS
				/s/ Howard Ross
		SETH LEHR
				/s/ Seth Lehr
		ELLYN LEHR
				/s/ Ellyn Lehr

		NATE COHEN
				/s/ Nate Cohen
		GLEN OKEN
				/s/ Glen Oken
		H.I.G. SUN CAPITAL PARTNERS, INC.
		By:		/s/ Sami Mnaymneh
		Name:		Sami Mnaymneh
		Title:		Co-President
		IL VENTURE CAPITAL, LLC
		By:		/s/ Ira M. Lubert
		Name:		Ira M. Lubert
		Title:		Managing Member
		MITCHELL HOLLIN
				/s/ Mitchell Hollin
		LARRY HOLLIN
				/s/ Larry Hollin

EXHIBIT A

HOLDERS OF SHARES

		Number of Shares of				Shares to be Sold
Sellers		Common Stock Held				Pursuant Hereto
Sun Horsehead, LLC			18,289,560				12,642,389
Daniel Wolf			31,022				21,368
Eric Miller			31,022				21,368
Mark Neporent			31,022				21,368
Kevin Genda			165,493				113,988
Kristine Lubert Trust			51,724				35,626
JLT Investments LP			51,724				35,626
Germantown Ventures, LLC			258,581				178,103
IL Venture Capital, LLC			413,734				284,968
Howard Ross			103,428				71,239
Seth Lehr and Ellyn Lehr			103,428				71,239
Mitchell Hollin			36,193				20,675
Nate Cohen			51,724				35,626
Larry Hollin			36,193				20,675
Randolph Street Partners VI			199,630				105,977
Glenn Oken			5,170				3,561
H.I.G. Sun Capital Partners, Inc.			103,428				66,204

EXHIBIT B

ASSIGNMENT SEPARATE FROM CERTIFICATE
For transfers of Common Stock
(and appointment of attorney in fact)

          FOR VALUE RECEIVED, the undersigned, subject to the terms and conditions of the Securities Repurchase Agreement dated as of November ___, 2006, does hereby sell, assign and transfer unto Horsehead Holding Corp., a Delaware corporation (the “Company”), the number of shares of Common Stock, par value $.01 per share, of the Company, standing in his or her or its name on the books of said Company represented by the Certificate Number(s) set forth on Annex A attached hereto, and does hereby irrevocably constitute and appoint the secretary of the Company attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated:                     , 2006		[Seller]

Annex A

		Shares of
Certificate Number		Common Stock