EX-4.1



 




Exhibit 4.1







	FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF




	Horsehead Holding Corp.




	transferable on the books of the Corporation by the holder hereof in person or by duly
authorized Attorney, upon surrender of this Certificate, properly endorsed.




	This Certificate is not valid unti: countersigned and registered by the Transfer Agent and Registrar.




	WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.




	Dated:








 









 





     THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS,
DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.



     THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT
BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.



     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF HORSEHEAD HOLDING CORP. (THE
“COMPANY”), AND ITS AGENTS THAT, ABSENT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT: THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO THE
COMPANY OR A SUBSIDIARY THEREOF, (II) TO A “QUALIFIED INSTITUTIONAL BUYER” PURSUANT TO RULE 144A,
(III) A PERSON WHO IS NOT A UNITED STATES PERSON IN AN “OFFSHORE” TRANSACTION PURSUANT TO
REGULATION S OR (IV) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AS PERMITTED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, AS CONFIRMED TO THE ISSUER BY AN OPINION OF
COUNSEL IF REQUESTED, SUBJECT IN EACH OF THE FOREGOING CASES TO COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY JURISDICTION.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations:



	 	 	 	 	 	 	 	 	 
	TEN COM

	 	  - as tenants in common
	 	UNIF GIFT MIN ACT-
	 	                     Custodian
	 	                    
	TEN ENT

	 	  - as tenants by the entireties
	 	 	 	     (Cust)
	 	     (Minor)

	 
	JT
TEN
	 	  - as Joint tenants with right of	 	 	 	under Uniform Gifts to Minors
	 
	 

	 	     of survivorship and not as tenants
	 	 	 	Act                                         	 	 
	 

	 	     in common
	 	 	 	(status)
	 	 






Additional abbreviations may also be used though not in the above list.



For
Value Received,
                                         hereby sell, assign and transfer unto






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




















 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)




 





 





	 	 	 
	 

	 	Shares
	 

	 	 
	of the capital stock
represented by the within Certificate, and do hereby irrevocably
constitute and appoint







	 	 	 
	 

	 	Attorney
	 

	 	 
	to
transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.







Dated                                                             




	 	 	 	 	 	 	 
	 

	 	NOTICE:
	 	 

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF

THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 
	 	 






Signature(s) Guaranteed:




        
                 
                 
                  
                 
           
                 
                 
                  




 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION

(BANKS, STOCKBROKERS. SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH

MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT

TO S.E.C. RULE 17Ad-15.