SECURITIES REPURCHASE AGREEMENT

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