REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 12, 2007, by and among Horsehead Holding Corp., a Delaware corporation (the “Company”) and Friedman, Billings, Ramsey & Co., Inc., a Delaware corporation (“FBR”), for the benefit of FBR, the purchasers of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as participants (“Participants”) in the private placement by the Company of shares of Common Stock consummated on the date hereof (the “Private Placement”), and the direct and indirect transferees of FBR, and each of the Participants.
EMPLOYMENT AGREEMENTEmployment Agreement • April 13th, 2007 • Horsehead Holding Corp • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on this 30th day of November, 2006, by and between Horsehead Corporation, a Delaware corporation (the “Company”) and Ali Alavi (“Employee”).
HORSEHEAD HOLDING CORP. 13,750,000 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT November 20, 2006Purchase/Placement Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
HORSEHEAD HOLDING CORP., a Delaware corporation (the “Company”), proposes to issue and sell pursuant to this Purchase/Placement Agreement (the “Agreement”) to you, Friedman, Billings, Ramsey & Co., Inc. (“FBR”), as initial purchaser, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) equal to 13,750,000 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “144A/Regulation S Shares”).
ContractFirst • April 13th, 2007 • Horsehead Holding Corp • New York
FIRST AMENDMENT dated as of January 18, 2006 (“Amendment”), to the SECOND LIEN FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), and First Amendment to the Post-Closing Letter (as defined in the Financing Agreement), among HORSEHEAD CORP. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”) and CML I, LLC (as successor by assignment to Contrarian Service Company, L.L.C.) (the “Lender”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
ContractFinancing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
FOURTH AMENDMENT AND CONSENT dated as of October 25, 2006 (“Amendment”), to the FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), among HORSEHEAD CORPORATION (f/k/a Horsehead Corp. and Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), PNC BANK, NATIONAL ASSOCIATION (“PNC” and together with CIT, collectively, the “Lenders”), and CIT, as agent for the Lenders (the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
ContractFinancing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
THIRD AMENDMENT AND CONSENT dated as of October 25, 2006 (“Amendment”), to the SECOND LIEN FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), among HORSEHEAD CORPORATION (f/k/a Horsehead Corp. and Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”) and CML I, LLC (as successor by assignment to Contrarian Service Company, LLC) (“CML”) and Contrarian Financial Service Company, LLC (“CFSC”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
SECOND LIEN FINANCING AGREEMENT among CONTRARIAN SERVICE COMPANY, L.L.C. (as Lender) HORSEHEAD CORP. (as Company) and HORSEHEAD INTERMEDIARY CORP., and CHESTNUT RIDGE RAILROAD CORP. (each as a joint and several Guarantor) Dated: As of July 15, 2005Financing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
CONTRARIAN SERVICE COMPANY, L.L.C., a Delaware limited liability company (“Lender”), with offices located at 411 West Putnam Avenue, Suite 225, Greenwich, Connecticut 06830, and any other entity becoming a Lender hereunder pursuant to Section 13.2 of this Second Lien Financing Agreement (the “Financing Agreement”), is pleased to confirm, as of this 15th day of July, 2005, the terms and conditions under which the Lender shall make a term loan and other financial accommodations to Horsehead Corp. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), with a principal place of business at 300 Frankfort Road, Monaca, PA 15061, which term loan and other financial accommodations, together with all other Obligations (as defined below), shall be secured by the Collateral (as defined below) and supported by the guaranty and surety of the other Credit Parties (as defined below) pursuant to Section 15 of this Financing Agreement.
ContractFinancing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
THIRD AMENDMENT dated as of April 28, 2006 (“Amendment”), to the FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), among HORSEHEAD CORP. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), PNC BANK, NATIONAL ASSOCIATION (“PNC” and together with CIT, collectively, the “Lenders”), and CIT, as agent for the Lenders (the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
ContractLien Financing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
SECOND AMENDMENT dated as of April 28, 2006 (“Amendment”), to the SECOND LIEN FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), among HORSEHEAD CORP. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”) and CML I, LLC (as successor by assignment to Contrarian Service Company, LLC) (the “Lender”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
Form of Horsehead Holding Corp. Second Amended and Restated Stock Option Grant AgreementStock Option Grant Agreement • April 13th, 2007 • Horsehead Holding Corp
This Second Amended and Restated Stock Option Grant Agreement (the “Grant Agreement”), dated as of November 30, 2006, evidences the grant of an option pursuant to the provisions of the Second Amended and Restated 2004 Stock Option Plan (the “Plan”) of Horsehead Holding Corp. (the “Company”) to the individual whose name appears below (the “Optionee”), and amends and restates in its entirety the grant agreement (the “Original Grant Agreement”) issued to Optionee pursuant to the provisions of the 2004 Stock Option Plan of the Company on September 15, 2004 (the “Effective Date”), which grant agreement was amended and restated on December 15, 2005, and covered shares of Non-Voting Common Stock of the Company. The certificate of incorporation of the Company has, on or prior to the date hereof, been amended and restated to provide for a single class of common stock, which shall be voting Common Stock (the “Shares”) and to give effect to a split of such Shares, and therefore the Original Grant
FINANCING AGREEMENT among THE CIT GROUP/BUSINESS CREDIT, INC. (as Agent) the Lenders that are parties hereto HORSEHEAD CORP. (as Company) and HORSEHEAD INTERMEDIARY CORP., and CHESTNUT RIDGE RAILROAD CORP. (as Guarantors) Dated: As of July 15, 2005Financing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CIT”), with offices located at 1211 Avenue of the Americas, New York, New York 10036, and any other entity becoming a Lender hereunder pursuant to Section 13.4 of this Financing Agreement (together with CIT, collectively, the “Lenders” and each individually a “Lender”), and CIT, as the Agent for the Lenders (the “Agent”), are pleased to confirm, as of this 15th day of July, 2005, the terms and conditions under which the Lenders, acting through the Agent, shall make revolving loans and other financial accommodations to Horsehead Corp. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), with a principal place of business at 300 Frankfort Road, Monaca, PA 15061, which revolving loans and other financial accommodations, together with all other Obligations (as defined below), shall be secured by the Collateral (as defined below) and supported by the guaranty and surety of the other Credit Parties (as defi
Form of Horsehead Holding Corp. Stock Option Grant AgreementGrant Agreement • April 13th, 2007 • Horsehead Holding Corp
This Grant Agreement (the “Grant Agreement”), dated as of January 16, 2007 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the 2006 Long-Term Equity Incentive Plan (the “Plan”) of Horsehead Holding Corp. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of the Common Stock, par value $0.01 per share, of the Company (the “Shares”) set forth below and on the following terms and conditions:
ContractFinancing Agreement • April 13th, 2007 • Horsehead Holding Corp • New York
SECOND AMENDMENT dated as of January 18, 2006 (“Amendment”), to the FINANCING AGREEMENT, dated as of July 15, 2005 (as amended, modified or supplemented from time to time, the “Financing Agreement”), and First Amendment to the Post-Closing Letter (as defined in the Financing Agreement), among HORSEHEAD CORP. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”), PNC BANK, NATIONAL ASSOCIATION (“PNC” and together with CIT, collectively, the “Lenders”), and CIT, as agent for the Lenders (the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
ContractFirst • April 13th, 2007 • Horsehead Holding Corp • New York
FIRST AMENDMENT dated as of October 21, 2005 (“Amendment”), to the FINANCING AGREEMENT, dated as of July 15, 2005 (as the same may be amended, modified or supplemented from time to time, the “Financing Agreement”), among HORSEHEAD CORP. (f/k/a Horsehead Acquisition Corp.), a Delaware corporation (the “Company”), HORSEHEAD INTERMEDIARY CORP., a Delaware corporation (“Horsehead Intermediary”), CHESTNUT RIDGE RAILROAD CORP., a Delaware corporation (together with the Company and Horsehead Intermediary, the “Credit Parties”), THE CIT GROUP/BUSINESS CREDIT, INC. (“CIT”) and the other entities from time to time parties thereto as lenders (the “Lenders”) and CIT, as agent for the Lenders (the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Financing Agreement.
SECURITIES REPURCHASE AGREEMENTSecurities Repurchase Agreement • April 13th, 2007 • Horsehead Holding Corp • Delaware
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”).
SECURITYHOLDERS’ AGREEMENTSecurityholders’ Agreement • April 13th, 2007 • Horsehead Holding Corp • Delaware
THIS SECURITYHOLDERS’ AGREEMENT (this “Agreement”) is made as of December 23, 2003, by and among (i) Sun Horsehead, LLC, a Delaware limited liability company (“Sun”), (ii) each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Minority Stockholders”), and Horsehead Holding Corp., a Delaware corporation (the “Company”). Certain other capitalized terms used herein are defined in Section 1.
AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • April 13th, 2007 • Horsehead Holding Corp • Delaware
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made as of November 30, 2006, by and among Horsehead Holding Corp., a Delaware corporation (the “Company”), Sun Horsehead, LLC, a Delaware limited liability company (“Sun”), and each Person whose name appears on the signature page hereto or who otherwise hereafter becomes a party to this Agreement (collectively, the “Other Investors”). Sun and the Other Investors are collectively referred to herein as the “Shareholders,” and are individually referred to herein as a “Shareholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
SECURITIES REPURCHASE AGREEMENTSecurities Repurchase Agreement • April 13th, 2007 • Horsehead Holding Corp • Delaware
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”).
