EX-10.15



 





Exhibit 10.15




     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.



     WHEREAS, the Credit Parties have requested that the Lender amend certain provisions of the
Financing Agreement and the Post-Closing Letter, and the Lender is willing to amend such provisions
of the Financing Agreement and the Post-Closing Letter on the terms and subject to the conditions
set forth herein.



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



     Section One.  Amendments to Financing Agreement. As of the Effective Date
(as defined below), the Financing Agreement is hereby amended as follows:



          (a) The definition of “CIT Obligations” contained in Section 1.1 of the Financing Agreement is
amended by inserting the words “and the other lenders party thereto” immediately after the words
“Credit Parties owing to CIT” and immediately before the words “pursuant to (and as defined in) the
CIT Transaction Documents”.




          (b) Notwithstanding anything to the contrary contained in the definition of “Consolidated
Fixed Charges” contained in Section 1.1 of the Financing Agreement, neither the payment of the Zinc
Contract Loan Obligations (as defined in the CIT Financing Agreement) nor the repayment of the
Special Accommodation Advance (as defined in the CIT Financing Agreement) shall constitute part of
the Consolidated Fixed Charges.




          (c) The definition of “Permitted Indebtedness” contained in Section 1.1 of the Financing
Agreement is amended by deleting the words and amount “Fifty Million Dollars ($50,000,000)”
contained in subsection (g) therein and replacing the same with the words and amount “Fifty Seven
Million Dollars ($57,000,000), less all principal payments actually made by the Credit Parties with
the respect to the Special Accommodation Advance (as defined in the CIT Financing Agreement)”.




     Section Two.  Amendment to the Post-Closing Letter. As of the Effective Date
(as defined below), Section 1(b) of the Post-Closing Letter is amended by deleting the words
“January 15, 2006” contained therein and replacing the same with the words “March 31, 2006”.



     Section Three.  Consent. On the Effective Date, the Lender consents to (i)
the Company’s incurrence of a loan from Sun Capital in the original principal amount of Seven



 









 




Million Two Hundred Ninety Thousand Dollars ($7,290,000), the proceeds of which were used to enable
the Company to enter into a certain zinc put option contract (the “Zinc Contract Loan”),
and the related Zinc Contract Loan Obligations, notwithstanding any prohibition on the incurrence
of the Zinc Contract Loan contained in Sections 7.4(b) or (h) of the Financing Agreement, and (ii)
the repayment in full of the Zinc Contract Loan, together with interest thereon at a rate not to
exceed ten percent (10%) per annum (together with the Zinc Contract Loan, collectively, the
“Zinc Contract Loan Obligations”), on or substantially contemporaneous with the Effective
Date, notwithstanding any prohibition on such repayment contained in Section 7.4(i) of the
Financing Agreement. On the Effective Date, the consent contained in the preceding clause (i)
shall be deemed to be retroactively effective to December 23, 2005 (i.e., the funding date of the
Zinc Contract Loan).




     Section Four.  Representations and Warranties. Each of the Credit Parties
warrants and represents to the Lender as follows:



          (a) the execution, delivery and performance of this Amendment and the other documents
described herein by such Credit Party is within its corporate powers, has been duly authorized by
all necessary corporate action, and such Credit Party has received all necessary consents and
approvals (if any shall be required) for the execution and delivery of this Amendment and such
other documents;




          (b) upon the execution of this Amendment and the other documents described herein, this
Amendment and such other documents shall constitute the legal, valid and binding obligation of such
Credit Party, enforceable against such Credit Party in accordance with their terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’
rights generally and (ii) general principles of equity;




          (c) no Default or Event of Default has occurred and is continuing; and




          (d) each Credit Party confirms, reaffirms and restates to the Lender, as of the Effective
Date, the representations and warranties set forth in the Financing Agreement, except to the extent
that such representations and warranties solely relate to a specific earlier date in which case
each Credit Party confirms, reaffirms and restates such representations and warranties as of such
earlier date.




     Section Five.  Conditions Precedent. The effectiveness of the amendments and
other provisions hereof are subject to the following conditions precedent, including, where
applicable, that the Lender shall have received the following documents and other items (all such
documents and other items to be in form and substance satisfactory to the Lender):



          (a) This Amendment duly executed by authorized representatives of the Credit Parties and the
Lender;




          (b) The First Amendment to the Intercreditor Agreement duly executed by an authorized
representative of CIT;

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          (c) An amendment to the CIT Financing Documents covering such matters as may be reasonably
satisfactory to the Lender duly executed by authorized representatives of the Credit Parties and
CIT; and




          (d) Evidence that the execution, delivery and performance of this Amendment by each of the
Credit Parties have been duly authorized by all necessary action.




     The date which all of the conditions precedent set forth in this Section 5 hereof shall have
been satisfied is referred to herein as the “Effective Date”.



     Section Six.  General Provisions.



          (a) Except as herein expressly amended, the Financing Agreement, the Post-Closing Letter and
all other agreements, documents, instruments and certificates executed in connection therewith, are
ratified and confirmed in all respects and shall remain in full force and effect in accordance with
their respective terms.




          (b) All references to the Financing Agreement and the Post-Closing Letter in the Financing
Agreement and each other Loan Document shall mean the Financing Agreement and the Post-Closing
Letter as amended hereby and as hereafter amended, supplemented and modified from time to time.




          (c) This Amendment embodies the entire agreement between the parties hereto with respect to
the 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 of
the State of New York, without regard to the conflicts of law principles thereof.




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     IN WITNESS WHEREOF, the parties to this Amendment have signed below to indicate their
agreement with the foregoing and their intent to be bound thereby.



	 	 	 	 	 
	 	HORSEHEAD CORP.

 	 
	 	By:  	/s/ Robert D. Scherich
 	 
	 	 	Name:  	Robert D. Scherich 	 
	 	 	Title:  	Vice President and Chief Executive
Officer 	 
	 
	 	HORSEHEAD INTERMEDIARY CORP.

 	 
	 	By:  	/s/ Robert D. Scherich
 	 
	 	 	Name:  	Robert D. Scherich 	 
	 	 	Title:  	Vice President and Chief Executive
Officer 	 
	 
	 	CHESTNUT RIDGE RAILROAD CORP.

 	 
	 	By:  	/s/ Robert D. Scherich
 	 
	 	 	Name:  	Robert D. Scherich 	 
	 	 	Title:  	Vice President and Chief Executive
Officer 	 



	 	 	 	 	 
	 	CML I, LLC

 	 
	 	
By:  Contrarian Funds, L.L.C., its sole Member

	 
	 	By:  	/s/ Janice M. Stanton
 	 
	 	 	Name:  	Janice M. Stanton 	 
	 	 	Title:  	Member 	 
	 
	 	By:  	/s/ Stephen J. Czech
 	 
	 	 	Name:  	Stephen J. Czech 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to First Amendment to Second Lien Financing Agreement