SECURITIES REPURCHASE AGREEMENT

Exhibit 10.26

SECURITIES REPURCHASE AGREEMENT

           THIS SECURITIES REPURCHASE AGREEMENT (this “ Agreement ”) is made as of April 12, 2007 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-1 hereto (collectively, the “ Stock Sellers ”) and each of the holders of warrants which provide for the right to purchase Common Stock set forth in Exhibit A-2 hereto (collectively, the “ Warrant Sellers ” and, together with the Stock Sellers, the “ Sellers ”).

           WHEREAS , the Company has entered into a Purchase/Placement Agreement, dated as of April 4, 2007 (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, 12,151,184 shares of Common Stock (the “ Offering ”), at a purchase price of $13.50 per share;

           WHEREAS, the proceeds from the Company’s sale of its Common Stock in the Offering will be placed into an escrow account until the application of the proceeds of the Offering has been approved by the U.S. Federal Energy Regulatory Commission (“ FERC ”), and following such approval, the proceeds will be released to the Company (the “ Proceed Release ”);

           WHEREAS , the Stock Sellers desires to sell to the Company, and the Company desires to buy directly from the Stock Sellers, an aggregate of 6,213,076 shares of Common Stock (the “ Shares ”), and the Warrant Sellers desire to sell to the Company, and the Company desires to buy directly from the Warrant Sellers, warrants to purchase an aggregate of 5,938,108 shares of Common Stock (the “ Warrants ” and, together with the Shares, the “ Repurchased Securities ”); and

           WHEREAS , the sale of the Repurchased Securities by the Sellers and the purchase of the Purchased Securities by the Company is conditioned upon the closing of the Offering and the Proceed Release.

           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 and Warrants

          (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 and/or warrant certificates representing the Repurchased Securities to be sold by such Seller, accompanied by duly executed a stock assignments in the form of Exhibit B attached hereto and duly executed warrant assignments in the form of Exhibit C 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) or 3(b) below or replacement securities pursuant to Section 4 below to a Seller until such Seller shall have so delivered the stock certificates and/or warrant certificates representing, immediately prior to the Repurchase Effective Time, the Repurchased Securities to be purchased from such Seller accompanied by such duly executed assignments; provided that if any stock certificates and/or warrant certificates representing, immediately prior to the Repurchase Effective Time, the Repurchased Securities 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 and/or warrant 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 and/or warrant certificate, then, for purposes of this Section 1 , such stock certificate and/or warrant certificate shall be deemed to have been delivered to the Company. In the event that this Agreement is terminated pursuant to Section 7 , the Company shall return, or cause to be returned, to each Seller any stock certificates or warrant 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 . At 12:00 P.M. Eastern Standard Time (the “ Repurchase Effective Time ”) on the date following the Proceed Release (the “ Closing Date ”), and upon the terms and conditions set forth in this Agreement, each Stock Seller shall sell, transfer, and assign to the Company, the Shares owned by such Stock Seller, and the Company shall purchase from each Stock Seller, all of the right, title, and interest in and to the Shares held by such Stock Seller.

          (b) Deliveries by the Company . On the Closing Date, the Company shall deliver to each Stock Seller, if such Stock 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 Stock Seller in writing to the Company no later than three business days prior to the Closing Date in an aggregate amount equal to the product of (i) the number of Shares to be purchased from such Stock Seller by the Company and (ii) 12.555, representing payment in full for the Shares purchased from such Stock 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 Stock Seller shall cease to have any rights with respect thereto, other than the right to receive the applicable payment payable in respect of such Stock 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.       Sale of Warrants .

          (a) Sale of the Warrants . On the Closing Date, and upon the terms and conditions set forth in this Agreement, each Warrant Seller shall sell, transfer, and assign to the Company, the Warrants held by such Warrant Seller, and the Company shall purchase from each Warrant Seller, all of the right, title, and interest in and to the Warrants held by such Warrant Seller.

          (b) Deliveries by the Company . On the Closing Date, the Company shall deliver to each Warrant Seller, if such Warrant 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 Warrant Seller in writing to the Company no later than three business days prior to the Closing Date in an aggregate amount equal to (i) the product of (A) the number of shares of Common Stock that such Warrant Seller’s Warrants purchased hereby entitle such person to purchase, and (B) 12.555, minus (ii) the aggregate exercise prices for the shares of Common Stock issuable upon exercise of the Warrants to be purchased hereby held by such Warrant Seller, representing payment in full for the Warrants purchased from such Warrant Seller pursuant hereto.

          (c) Effect of the Transaction . As of the Repurchase Effective Time, the Warrants purchased hereby shall no longer be outstanding and shall automatically be cancelled and terminated and shall cease to exist, and each Warrant Seller shall cease to have any rights with respect thereto, other than the right to receive the payment payable in respect of such Warrant Seller’s Warrants pursuant to Section 3(b) . Any warrant certificate, to the extent formerly representing any Warrant purchased hereby shall, from and after the Repurchase Effective Time, solely represent the right to receive the payment payable pursuant to Section 3(b) .

4.       The Closing . The closing of the transactions contemplat