**Exhibit 10.14**     **FIFTH AMENDMENT**dated as of December 14, 2007 (“**Amendment**”), to the **FINANCINGAGREEMENT,**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 HorseheadAcquisition Corp.), a Delaware corporation (the “**Company**”), **HORSEHEAD INTERMEDIARY CORP.**, aDelaware corporation (“**Horsehead Intermediary**”), **CHESTNUT RIDGE RAILROAD CORP.**, a Delawarecorporation (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 shallhave the meanings ascribed to such terms in the Financing Agreement.     **WHEREAS**, the Credit Parties have requested that the Agent and Lenders amend the limitation onthe aggregate amount of Capital Expenditures which the Company and its consolidated subsidiariesmay make in any fiscal year, as currently set forth in the Financing Agreement, and the Agent andLenders are willing to do so, on the terms and subject to the conditions set forth herein.     **NOW, THEREFORE**, in consideration of the mutual promises contained herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereby agree as follows:     **Section One. Amendment to Financing Agreement**. Effective as of the Effective Date(as defined in Section Three hereof), Section 7.3 of the Financing Agreement is amended by deletingsubsection (d) thereof in its entirety, and by substituting the following in lieu thereof:     “(d) **Capital Expenditures****.**To cause the Companyand its consolidated subsidiaries not to contract for,purchase, make expenditures for, lease pursuant to a CapitalLease or otherwise incur obligations with respect to CapitalExpenditures (whether subject to a security interest orotherwise) during any fiscal year of the Company in theaggregate amount in excess of the amount corresponding to suchfiscal year as set forth below, provided,however, that the Credit Parties shall only berequired to cause the Company and its consolidatedsubsidiaries to comply with this financial covenant for anyreferenced fiscal year, commencing with the fiscal year endingon or about December 31, 2007, if the average of NetAvailability for the calendar month of December of suchreferenced fiscal year is less than $30,000,000:
 

 
       Maximum   Capital FiscalYear: Expenditures: 2005 $9,400,000 2006 $15,000,000 2007 $50,000,000 2008 $120,000,000 2009 $70,000,000 2010 $25,000,000      **Section Two. Representations and Warranties**. Each of the Credit Parties warrants andrepresents to the Agent and each Lender as follows:          (a) the execution, delivery and performance of this Amendment by such Credit Party are withinits corporate powers, have been duly authorized by all necessary corporate action, and such CreditParty has received all necessary consents and approvals (if any shall be required) for theexecution and delivery of this Amendment;          (b) upon the execution of this Amendment, this Amendment shall constitute the legal, valid andbinding obligation of such Credit Party, enforceable against such Credit Party in accordance withits terms, except as such enforceability may be limited by (i) bankruptcy, insolvency or similarlaws affecting creditors’ rights generally and (ii) general principles of equity; and          (c) no Default or Event of Default has occurred and is continuing.     Each Credit Party confirms, reaffirms and restates to the Agent and each Lender, as of theEffective Date, each of the representations and warranties set forth in the Financing Agreement,except to the extent that such representations and warranties solely relate to a specific earlierdate, in which case each Credit Party confirms, reaffirms and restates such representations andwarranties as of such earlier date.     **Section Three. Conditions Precedent****.**The effectiveness of this Amendment is subjectto the following conditions precedent, including, where applicable, that the Agent shall havereceived the following documents and other items (all such documents and other items to be in formand substance satisfactory to the Agent):          (a) This Amendment duly executed by authorized representatives of each of the Credit Partiesand each of the Lenders; and          (b) Evidence that the execution, delivery and performance of this Amendment by each of theCredit Parties have been duly authorized by all necessary action, and that no
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amendment or other modification to the articles or certificate of incorporation or bylaws ofany Credit Party has been made since the date of the original delivery thereof to the Agent andthat such documents (in the form delivered to the Agent) remain in full force and effect; andThe date upon which all of the conditions precedent set forth in this Section Three shall have beensatisfied is referred to herein as the “**Effective Date**”.     **Section Four. General Provisions**.          (a) Except as herein expressly amended, the Financing Agreement and all other agreements,documents, instruments and certificates executed in connection therewith, are ratified andconfirmed in all respects and shall remain in full force and effect in accordance with theirrespective terms.          (b) All references to the Financing Agreement and each other Loan Document shall mean theFinancing Agreement as amended hereby and as hereafter amended, supplemented and modified from timeto time.          (c) This Amendment embodies the entire agreement between the parties hereto with respect tothe subject matter hereof and supercedes all prior agreements, commitments, arrangements,negotiations or understandings, whether written or oral, of the parties with respect thereto.          (d) This Amendment shall be governed by and construed in accordance with the internal laws ofthe State of New York, without regard to the conflicts of law principles thereof.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF,**the parties to this Amendment have signed below to indicate theiragreement with the foregoing and their intent to be bound thereby.        **HORSEHEAD CORPORATION**            By: /s/ Robert D. Scherich       Name: Robert D. Scherich  Title: Vice President and Chief Financial Officer                 **HORSEHEAD INTERMEDIARY CORP.**            By: /s/ Robert D. Scherich       Name: Robert D. Scherich  Title: Vice President and Chief Financial Officer                 **CHESTNUT RIDGE RAILROAD CORP.**            By: /s/ Robert D. Scherich       Name: Robert D. Scherich  Title: Vice President and Chief Financial Officer                 **THE CIT GROUP/BUSINESS CREDIT, INC.**,