AGREEMENT AND PLAN OF MERGER AND COMBINATION

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER AND COMBINATION

among

CLAYTON ACQUISITION CORPORATION,

WHEELING-PITTSBURGH CORPORATION,

WALES MERGER CORPORATION,

ESMARK INCORPORATED,

and

CLAYTON MERGER, INC.

Dated as of March 16, 2007

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TABLE OF CONTENTS

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      AGREEMENT AND PLAN OF MERGER AND COMBINATION (this “ Agreement ”), dated as of March 16, 2007, among Clayton Acquisition Corporation, a Delaware corporation formed by Esmark (“ NewCo ”), Wheeling-Pittsburgh Corporation, a Delaware corporation (“ WPC ”), Wales Merger Corporation, a Delaware corporation (“ WPC Merger Sub ”) and wholly owned subsidiary of NewCo, Esmark Incorporated, a Delaware corporation (“ Esmark ”), and Clayton Merger, Inc., a Delaware corporation (“ Esmark Merger Sub ”) and wholly owned subsidiary of NewCo. Certain terms used in this Agreement are used as defined in Section 8.10.

      WHEREAS , the Boards of Directors of the parties hereto (WPC acting with the recommendation of the Special Committee for approval) have unanimously approved this Agreement and deem it advisable and in the best interests of their respective corporations and stockholders that WPC and Esmark enter into a strategic business combination to advance the long-term business interests of WPC and Esmark; and

      WHEREAS , such strategic business combination of WPC and Esmark will be effected pursuant to the terms of this Agreement by means of separate transactions, the consummation of each of which is a condition to the consummation of the other, in which WPC Merger Sub will merge with and into WPC (the “ WPC Merger ”), and Esmark Merger Sub will merge with and into Esmark (the “ Esmark Merger ”), whereupon WPC and Esmark will each become a wholly owned subsidiary of NewCo, and the stockholders of WPC and the stockholders of Esmark will become stockholders of NewCo (the “ Combination ”); and

      WHEREAS , on or before the completion of the Combination, NewCo will change its name to “ Esmark Incorporated ”; and

      WHEREAS , as an inducement and a condition to WPC entering into this Agreement, certain stockholders of Esmark have entered into a Voting Agreement with WPC (the “ Voting Agreement ”), dated as of the date hereof pursuant to which each such stockholder has, among other things, agreed to vote or consent in writing with respect to such shares of Esmark Common Stock and/or Esmark Preferred Stock owned thereby in favor of the transactions contemplated herein in connection with the Esmark Stockholder Approval (as defined below), in each case upon the terms and subject to the conditions set forth in the Voting Agreement; and

      WHEREAS , for Federal income tax purposes, it is intended that the Combination shall qualify either (i) as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “ Code ”), or (ii) as an integrated series of transfers under Section 351 of the Code.

      NOW, THEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

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ARTICLE I
THE COMBINATION

      1.1 The Combination .

          (a) The WPC Merger . At the Effective Time, WPC Merger Sub shall be merged with and into WPC in accordance with the DGCL and upon the terms set forth in this Agreement, and the separate existence of WPC Merger Sub will cease and WPC shall be the surviving corporation. As a result of the WPC Merger, WPC shall become a wholly owned direct subsidiary of NewCo.

          (b) The Esmark Merger . At the Effective Time, Esmark Merger Sub shall be merged with and into Esmark in accordance with the DGCL and upon the terms set forth in this Agreement, and the separate existence of Esmark Merger Sub will cease and Esmark shall be the surviving corporation under the name “ Esmark Steel Service Group, Inc. ” or such other name as NewCo may determine in it sole discretion. As a result of the Esmark Merger, Esmark shall become a wholly owned direct subsidiary of NewCo.

          (c) The Certificates of Merger; Effective Time . Upon the terms and subject to the conditions set forth in this Agreement: (i) a certificate of merger in such form as is required in order to effect the WPC Merger under the relevant provisions of the DGCL, and (ii) a certificate of merger in such form as is required in order to effect the Esmark Merger under the relevant provisions of the DGCL (collectively, the “ Certificates of Merger ”) shall each be duly prepared, executed and acknowledged by the appropriate party or parties and thereafter delivered to the Secretary of State of the State of Delaware for filing as provided in the DGCL, as soon as practicable on or prior to the Closing Date. The Combination, including the WPC Merger and the Esmark Merger, shall become effective upon the filing of the Certificates of Merger with the Secretary of State of the State of Delaware or at such time thereafter as is provided in the Certificates of Merger (the “ Effective Time ”).

      1.2 Closing . The closing of the Combination (the “ Closing ”) shall take place at 10:00 a.m. (Pittsburgh local time) on a date to be specified by the parties (the “ Closing Date ”), which date shall be no later than the second Business Day after satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), at the offices of McGuireWoods LLP, Dominion Tower, 625 Liberty Avenue, 23rd Floor, Pittsburgh, Pennsylvania 15222, unless another date or place is agreed to in writing by the parties hereto.

      1.3 Certificates of Incorporation and By-laws .

          (a) On or immediately before the Closing Date, NewCo shall amend and restate its certificate of incorporation and by-laws to conform with the certificate of incorporation and by-laws set forth in Exhibit A attached hereto.

          (b) At the Effective Time, the certificate of incorporation and by-laws of WPC Merger Sub as in effect immediately prior to the WPC Merger (substantially in the form

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attached hereto as Exhibit B or as the same may be amended pursuant to mutual consent of NewCo, WPC Merger Sub and WPC prior to the Effective Time) shall become the certificate of incorporation and by-laws of WPC as the surviving corporation of the WPC Merger; and

          (c) At the Effective Time, the certificate of incorporation and by-laws of Esmark Merger Sub (substantially in the form attached hereto as Exhibit C ) as in effect immediately prior to the Effective Time shall become the certificate of incorporation and by-laws of Esmark as the surviving corporation of the Esmark Merger.

      1.4 Directors and Officers .

          (a) NewCo :

     (i) At the Effective Time, the directors of NewCo shall be comprised of thirteen (13) directors, consisting of all eleven (11) directors of WPC as of the date hereof and two (2) designees of Esmark, or such replacements as may be approved by Esmark and WPC prior to the Closing Date, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of NewCo.

     (ii) At the Effective Time, the officers of NewCo shall be those persons identified on Exhibit D . Such officers shall hold such offices until their respective successors are duly appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of NewCo.

          (b) WPC :

     (i) The directors of WPC Merger Sub shall be the directors of WPC as the surviving corporation of the WPC Merger. Such directors shall serve as directors of WPC until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of WPC as in effect beginning at the Effective Time.

     (ii) The officers of WPC shall continue to be the officers of WPC as the surviving corporation of the WPC Merger. Such officers shall hold such offices until their respective successors are duly appointed and qualified of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of WPC as in effect beginning at the Effective Time.

          (c) Esmark :

     (i) The directors of Esmark Merger Sub shall be the directors of Esmark as the surviving corporation of the Esmark Merger. Such directors shall serve as directors of Esmark until their respective successors are duly elected or

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appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of Esmark as in effect beginning at the Effective Time.

     (ii) The officers of Esmark shall continue to be the officers of Esmark as the surviving corporation of the Esmark Merger. Such officers shall hold such offices until their respective successors are duly appointed and qualified of their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of Esmark as in effect beginning at the Effective Time.

ARTICLE II
EFFECT OF THE COMBINATION ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES;
STOCK OPTIONS

      2.1 Conversion of Capital Stock . As of the Effective Time, by virtue of the Combination, including the WPC Merger and the Esmark Merger, and without any action on the part of the holder of any shares of WPC Common Stock, Esmark Common Stock, Esmark Preferred Stock or capital stock of NewCo, WPC Merger Sub or Esmark Merger Sub:

          (a) Conversion of WPC Merger Sub Shares . The issued and outstanding shares of the capital stock of WPC Merger Sub shall be converted into and become 1,000 fully paid and nonassessable shares of common stock, par value $0.001 per share, of WPC, as the surviving corporation of the WPC Merger.

          (b) Conversion of Esmark Merger Sub Shares . The issued and outstanding shares of the capital stock of Esmark Merger Sub shall be converted into and become 1,000 fully paid and nonassessable shares of common stock, par value $0.001 per share, of Esmark, as the surviving corporation of the Esmark Merger.

          (c) Conversion of the Esmark Shares . Subject to Section 2.10, stockholders of Esmark shall be entitled to receive the following (the “ Esmark Merger Consideration ”):

     (i) Each issued and outstanding share of Esmark Common Stock (each, an “ Esmark Common Share ”), other than Esmark Common Shares issued and held in the treasury of Esmark, shall be converted into and shall become, by virtue of the Esmark Merger and without any further action by the holder thereof, the right to receive the Esmark Exchange Amount of shares of common stock, par value $0.001, of NewCo (“ NewCo Common Stock ”); and

     (ii) Each issued and outstanding share of Esmark Preferred Stock shall be converted into and shall become by virtue of the Esmark Merger and without any further action by the holder thereof, the right to receive the number of shares of NewCo Common Stock equal to the product of (x) the Esmark Exchange Amount and (y) the Series A Conversion Amount.

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          (d) For purposes of this Agreement:

               “ Esmark Exchange Amount ” means the number of shares equal to the quotient obtained by dividing (i) the sum of (A) 17,500,000 (a fixed amount through the Effective Time, subject to Section 2.9(b)) and (B) the quotient obtained by dividing (x) the Additional Esmark Equity by (y) $20.00 by (ii) the total number of shares of Esmark Common Stock outstanding as of the Effective Time (including the aggregate number of shares of Esmark Common Stock into which the Esmark Preferred Stock is convertible at the Series A Conversion Amount).

               “ Series A Conversion Amount ” means the quotient obtained by dividing (i) the “Liquidation Value” (as defined in the Series A Certificate of Designation and determined as of the Closing Date in accordance with such Series A Certificate of Designation) of such share of Esmark Preferred Stock plus the amount of all accrued and unpaid dividends on such share of Esmark Preferred Stock as of the Closing Date, by (ii) the “ Conversion Price ” (as defined in the Series A Certificate of Designation and determined as of the Closing Date in accordance with such Series A Certificate of Designation).

               “ Series A Certificate of Designation ” means the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of Esmark Incorporated, dated May 9, 2005, as amended on July 28, 2006 and January 10, 2007 and as may be further amended from time to time in accordance with the terms thereof.

               “ Additional Esmark Equity ” means the aggregate cash proceeds in U.S. dollars (net of underwriting discounts, commissions and expenses, as reasonably determined by Esmark and WPC) received by Esmark or its Subsidiaries after the date hereof and prior to the Effective Time, in connection with the issuance of shares of Esmark Common Stock or Esmark Preferred Stock.

               Not less than ten (10) days prior to the Closing, Esmark shall prepare and deliver to WPC for its review the Esmark Closing Balance Sheet and a detailed report setting forth Esmark’s calculation of the Additional Esmark Equity, together with such supporting documentation as WPC may reasonably request. Esmark and WPC shall mutually agree on the final calculation of the Additional Esmark Equity not less than seven (7) days prior to the Closing. If Esmark and WPC cannot mutually agree on the final calculation of the Additional Esmark Equity, the dispute shall be referred to Ernst & Young LLP (the “ Arbiter ”), as an arbitrator to finally resolve, as soon as practicable, the final amount of the Additional Esmark Equity. The Arbiter shall select as a resolution the position of either Esmark or WPC as the final amount of Additional Esmark Equity (based solely on the presentations and supporting material provided by Esmark and WPC and not pursuant to any independent review) and may not impose an alternative resolution. All determinations by the Arbiter shall be final, conclusive and binding with respect to the Additional Esmark Equity in the absence of fraud or manifest error.

          (e) Conversion of the WPC Shares . Subject to Sections 2.2(g) and 2.2(h) hereof, each issued and outstanding share of WPC Common Stock (each, a “ WPC Common Share ”), other than WPC Common Shares issued and held in the treasury of WPC as of the

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Effective Time, shall be converted into the right to receive, subject to the election of the WPC Stockholder thereof, the following (the “ WPC Merger Consideration ”):

     (i) one share of NewCo Common Stock (the “ Stock Consideration ”) (the ratio of 1 to 1 being referred to herein as the “ WPC Exchange Ratio ”); or

     (ii) (A) one share of NewCo Common Stock and (B) one non-transferable right to subscribe for and purchase a newly issued share of NewCo Common Stock (each, a “ Purchase Right ”) for each WPC Common Share held by such WPC Stockholder. Each Purchase Right shall entitle the WPC Stockholder thereof to purchase from NewCo one share of NewCo Common Stock at a price of $19.00 per share (the “ Subscription Price ”) (collectively, the “ Rights Consideration ”). Purchase Rights shall be exercisable, in whole or in part by the holders thereof, for ten (10) days following the Effective Time (the “ Rights Option Period ”), provided , that the NewCo Board of Directors may extend such period with the consent of the FMA Stockholders; or

     (iii) (A) one share of NewCo Common Stock and (B) one non-transferable right to require NewCo to repurchase such newly issued share of NewCo Common Stock at a purchase price of $20.00 per share (each, a “ Put Right ”). Each Put Right shall entitle the WPC Stockholder thereof to sell to NewCo one share of NewCo Common Stock at a price of $20.00 per share (the “ Put Price ”) (collectively, the “ Put Consideration ”). Put Rights shall be exercisable, in whole or in part by the holders thereof, if at all, during the Rights Option Period.

          (f) Cancellation of Shares .

     (i) Each WPC Common Share issued and held in the treasury of WPC or owned of record by Esmark Merger Sub or any indirect subsidiary thereof immediately prior to the Effective Time shall automatically be canceled and retired without any conversion thereof, and no consideration shall be exchangeable therefor.

     (ii) Each Esmark Common Share issued and held in the treasury of Esmark or owned of record by WPC Merger Sub or any indirect subsidiary thereof immediately prior to the Effective Time shall automatically be canceled and retired without any conversion thereof, and no consideration shall be exchangeable therefor.

          (g) Creditor Reserved Shares . At the Effective Time, by virtue of the Combination, the right of any creditor of WPC to receive a Creditor Reserved Share shall be converted into the right to receive one share of NewCo Common Stock.

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      2.2 WPC Stockholder Election and Allocation Procedures .

          (a) Paying Agent, Exchange Agent; Exchange Fund . Not less than three (3) Business Days prior to the mailing of the Proxy Statement, WPC and Esmark shall jointly designate a bank or trust company to act as paying agent and exchange agent hereunder (the “ Exchange Agent ”) for the purpose of paying cash with respect to WPC Common Shares over which the election to receive the Put Consideration has been made and exercised and exchanging WPC Common Shares, Esmark Common Shares, and shares of Esmark Preferred Stock for shares of NewCo Common Stock. When and as needed, NewCo shall deposit with the Exchange Agent, for exchange in accordance with this Article II, funds payable and certificates representing the shares of NewCo Common Stock issuable pursuant to Section 2.1 in exchange for outstanding shares of WPC Common Shares, Esmark Common Shares, and shares of Esmark Preferred Stock (such funds, together with shares of NewCo Common Stock, any dividends or other distributions with respect to such shares of NewCo Common Stock with a record date after the Effective Time, being hereinafter referred to as the “ Exchange Fund ”).

          (b) WPC Exchange . Each WPC Stockholder shall be entitled to, subject to the allocation and election procedures set forth in this Section 2.2:

     (i) elect to receive the WPC Merger Consideration entirely in shares of NewCo Common Stock (a “ Stock Election ”); or

     (ii) elect to receive the WPC Merger Consideration entirely in shares of NewCo Common Stock and Purchase Rights (a “ Rights Election ”); or

     (iii) elect to receive the WPC Merger Consideration in shares of NewCo Common Stock and Put Rights (a “ Put Election ”; and any Stock Election, Rights Election or Put Election, shall be referred to herein as an “ Election ”).

Each WPC Common Share for which an Election is not properly or timely made (each a “ Non-Electing WPC Share ”) shall be converted into the right to receive the Stock Consideration.

          (c) Form of Election . All such Elections shall be made on a form furnished by NewCo for that purpose (a “ Form of Election ”) in form and substance reasonably satisfactory to each of WPC and Esmark. The Form of Election shall specify that delivery shall be effected, and risk of loss and title to any certificates of WPC Common Shares (the “ WPC Certificates ”) shall pass only upon proper delivery of the Form of Election and any WPC Certificates. As soon as practicable after the Form S-4 is declared effective by the SEC, WPC shall mail or cause to be mailed the Form of Election (along with the Proxy Statement) to all persons who are record holders of WPC Common Shares as of the record date for the WPC Stockholders Meeting. The Form of Election shall be used by each WPC Stockholder (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make an Election for any and all WPC Common Shares held by such holder.

          (d) Election Procedure . An Election shall have been properly made only if the Exchange Agent shall have received at its designated office, by 5:00 p.m., Pittsburgh local

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time, on the date of the WPC Stockholders Meeting (the “ Election Date ”) (i) a Form of Election properly completed and signed and accompanied by (x) Certificates representing the WPC Common Shares to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of WPC, (y) by an appropriate guarantee of delivery of such WPC Certificates as set forth in such Form of Election from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act), or (z) such other documentation reasonably acceptable to the Exchange Agent to effect the Election; provided that such WPC Certificates are in fact delivered to the Exchange Agent by the time set forth in such guarantee of delivery) and (ii) any additional and customary documents required by the procedures set forth in the Form of Election. After an Election is validly made with respect to any WPC Common Shares, no further registration of transfers of such shares shall be made on the stock transfer books of WPC, unless and until such Election is properly revoked.

          (e) Revocation of Election . Any Election may be revoked with respect to all or a portion of the WPC Common Shares subject thereto by the record holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., Pittsburgh local time, on the Election Date. In addition, all Elections shall automatically be revoked if this Agreement is terminated in accordance with Article VII. If an Election is revoked with respect to WPC Common Shares represented by the WPC Certificates, the WPC Certificates representing such shares shall be promptly returned to the holder that submitted the same to the Exchange Agent.

          (f) Determinations . The determination of the Exchange Agent (or the joint determination of WPC and Esmark, in the event that the Exchange Agent declines to make any such determination) shall be conclusive and binding as to whether or not an Election has been properly made or revoked pursuant to this Section 2.2 and as to when Elections were received by the Exchange Agent. The Exchange Agent (or WPC and Esmark jointly, in the event that the Exchange Agent declines to make the applicable computation) shall also make all computations as to the proration contemplated by Sections 2.2(g) and 2.2(h), and absent manifest error this computation shall be conclusive and binding.

          (g) Put Election Cap . Notwithstanding the Elections made pursuant to Section 2.2(b), the number of WPC Common Shares eligible to be converted into the right to receive the Put Election shall not exceed 7,500,000 (the “ Put Election Cap ”). If the aggregate number of WPC Common Shares with respect to which Put Elections have been properly made (each, a “ Put Electing Share ”) would exceed the Put Election Cap, then the number of Put Electing Shares that each WPC Stockholder who properly made a Put Election and entitled to receive the Put Consideration shall be reduced so as to be equivalent to the product obtained by multiplying (x) the number of Put Electing Shares of such WPC Stockholder by (y) a fraction, the numerator of which is the Put Election Cap and the denominator of which is the aggregate number of all Put Electing Shares. The remaining number of such WPC Stockholder’s Put Electing Shares no longer entitled to the Put Election shall be converted into the right to receive the Stock Consideration.

          (h) Purchase Rights Cap . Notwithstanding the Elections made pursuant to Section 2.2(b), in no event shall the aggregate number of shares for which a Rights Election has

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been made pursuant to this Agreement exceed 10,526,316 (the “ Purchase Rights Cap ”). If the aggregate number of all Rights Elections (each, a “ Rights Electing Share ”) that have been made exceeds the Purchase Rights Cap, then the number of Rights Electing Shares that each WPC Stockholder who properly made a Rights Election is entitled to receive shall be reduced so as to be equivalent to the product obtained by multiplying (x) the number of Rights Elections made by such WPC Stockholder by (y) a fraction, the numerator of which is the Rights Election Cap and the denominator of which is the aggregate number of all Rights Electing Shares. The remaining number of such WPC Stockholder’s Rights Electing Shares no longer entitled to the Rights Election shall be converted into the right to receive the Stock Consideration.

      2.3 Esmark Stockholder Exchange . Certificates that immediately prior to the Effective Time represented shares of Esmark Common Stock or Esmark Preferred Stock (the “ Esmark Certificates ” and, together with the WPC Certificates, the “ Certificates ”) shall be exchanged in accordance with Section 2.4.

      2.4 Non-Electing WPC Stockholders and Esmark Stockholder Exchange Procedures .

          (a) As soon as reasonably practicable after the Election Date, the Exchange Agent shall send a letter of transmittal and instructions to effect the surrender of the Certificates to (x) each record holder, as of the Effective Time, of Non-Electing WPC Shares (such holders, “ Non-Electing WPC Holders ”) and (y) each record holder, as of the Effective Time, of shares of Esmark Common Stock and/or Esmark Preferred Stock.

          (b) Each holder of Certificates theretofore evidencing shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock, upon proper surrender thereof to the Exchange Agent together and in accordance with the applicable transmittal form (if such certificate was not surrendered to the Exchange Agent before the Effective Time pursuant to Section 2.2(d)), shall be entitled to receive in exchange therefor the Esmark Merger Consideration or the WPC Merger Consideration deliverable in respect of the shares evidenced by the Certificates so surrendered. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Certificates for any amount which may be required to be paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

          (c) All shares of NewCo Common Stock to be issued pursuant to the Combination shall be deemed issued and outstanding as of the Effective Time. No dividends or other distributions with respect to NewCo Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of NewCo Common Stock that the holder thereof has the right to receive upon the surrender thereof until the holder of such Certificate shall surrender such Certificate in accordance with this Article II. Following surrender of any Certificate in accordance with this Article II, there shall be paid to the record holder thereof, without interest, (i) promptly following the time of such surrender, the amount of dividends or other distributions, payable with respect to that number of whole shares of NewCo Common Stock issuable in exchange for such Certificate pursuant to this Article II, with a record date after the Effective Time and paid with respect to NewCo Common Stock prior to such surrender, and (ii) at the appropriate payment date, the amount of dividends

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or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of NewCo Common Stock.

          (d) All shares of NewCo Common Stock and/or cash issued upon the surrender for exchange of Certificates in accordance with the terms of this Article II (including any dividends or other distributions paid pursuant to Section 2.4(c)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock, previously represented by such Certificates, and at the Effective Time, the stock transfer books of WPC and Esmark shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of WPC or Esmark of their respective shares that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein or by applicable Law.

          (e) If any Esmark Merger Consideration or WPC Merger Consideration is to be delivered to a person other than the person in whose name the Certificates surrendered in exchange therefor are registered, it shall be a condition to the issuance of such Esmark Merger Consideration or WPC Merger Consideration that the Certificates so surrendered shall be properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such transfer pay to the Exchange Agent any transfer or other taxes payable by reason of the foregoing or establish to the satisfaction of the Exchange Agent that such taxes have been paid or are not required to be paid.

          (f) In the event any certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, NewCo will issue in exchange for such lost, stolen or destroyed certificate the certificate evidencing shares of NewCo Common Stock deliverable in respect thereof, as determined in accordance with this Article II. When authorizing such issue of the certificate of shares of NewCo Common Stock in exchange therefor, the Board of Directors of NewCo may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate to give NewCo a bond in such sum as it may direct as indemnity against any claim that may be made against NewCo with respect to the certificate alleged to have been lost, stolen or destroyed.

          (g) Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates for one hundred eighty (180) days after the Effective Time shall be delivered to NewCo, upon demand, and any holders of Certificates who have not theretofore complied with this Article II shall thereafter look only to NewCo for payment of their claim for the Esmark Merger Consideration or the WPC Merger Consideration and any dividends or other distributions with respect to shares of NewCo Common Stock in accordance with this Article II. If any Certificate shall not have been surrendered immediately prior to such date on which any Esmark Merger Consideration or WPC Merger Consideration (and all dividends or other

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distributions payable pursuant to Section 2.4(c)) would otherwise escheat to or become property of any Governmental Authority, any such Merger Consideration (and all dividends or other distributions payable pursuant to Section 2.4(c)) shall become, to the extent permitted by applicable Law, the property of NewCo, free and clear of all claims or interest of any Person previously entitled thereto.

          (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by NewCo. Any interest and other income resulting from such investments shall be the property of, and shall be paid to, NewCo.

          (i) Any WPC Stockholder that properly makes the Put Election and receives a Put Right which is properly exercised during the Rights Option Period, will be paid in cash the Put Price per share as soon as reasonably practicable but no sooner than ten (10) days after the last day of the Rights Option Period.

      2.5 Retirement of NewCo Common Stock Issued Prior to the Effective Time . NewCo shall not issue any shares of NewCo Common Stock prior to the Effective Time other than shares issued to any person or entity approved by both WPC and Esmark and on terms consistent with the following sentence. Any shares of NewCo Common Stock issued and outstanding immediately prior to the Effective Time shall be re-acquired by NewCo, and cancelled and retired, immediately prior to or at the Effective Time.

      2.6 No Fractional Shares . Neither certificates nor scrip for fractional shares of NewCo Common Stock will be issued in the Combination, but in lieu thereof each holder of WPC Common Stock and each holder of Esmark Common Stock otherwise entitled to a fraction of a share of NewCo Common Stock (after aggregating all fractional shares of NewCo Common Stock that would otherwise be received by such holder) will be entitled hereunder to receive a cash payment, without interest, determined by multiplying such fractional share by $20.00. No such fractional share interest shall entitle the owner thereof to vote or to any rights of a stockholder of NewCo.

      2.7 Withholding Taxes . NewCo and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to a holder of shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law. To the extent amounts are so withheld and paid over to the appropriate taxing authority, NewCo and the Exchange Agent shall be treated as though they withheld from the type of consideration from which withholding is required, an appropriate amount otherwise payable pursuant to this Agreement to any holder of shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock in order to provide for such withholding obligation and such withheld amounts shall be treated for the purposes of this Agreement as having been paid to the former holder of the shares of WPC Common Stock, Esmark Common Stock or Esmark Preferred Stock. If withholding is required with respect to any shares of NewCo Common Stock, NewCo and the Exchange Agent shall be treated as having sold such consideration for an amount of cash equal

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to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

      2.8 Stock Options; Restricted Stock .

          (a) Before the Closing, the Board of Directors of WPC (or, if appropriate, any committee of the Board of Directors of WPC administering the WPC Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:

     (i) adjust the terms of all outstanding options to purchase WPC Common Shares (the “ WPC Stock Options ”) granted under the 2003 Management Stock Incentive Plan (the “ WPC Stock Incentive Plan ”), whether vested or unvested, as necessary to provide that, at the Effective Time, each WPC Stock Option outstanding immediately prior to the Effective Time shall be amended and converted into an option to acquire, on the same terms and conditions as were applicable under the WPC Stock Options, the number of shares of NewCo Common Stock (rounded down to the nearest whole share) determined by multiplying the number of WPC Common Shares subject to such WPC Stock Option by the WPC Exchange Ratio, at a price per share of NewCo Common Stock equal to (A) the aggregate exercise price for the WPC Common Shares otherwise purchasable pursuant to such WPC Stock Option divided by (B) the aggregate number of shares of NewCo Common Stock deemed purchasable pursuant to such WPC Stock Option (each, as so adjusted, a “ WPC Adjusted Option ”), provided that such exercise price shall be rounded up to the nearest whole cent;

     (ii) adjust the terms of all outstanding restricted stock unit awards (the “ WPC Stock Unit Awards ”) granted under the WPC Stock Incentive Plan as necessary to provide that, at the Effective Time, each WPC Stock Unit Award outstanding immediately prior to the Effective Time shall be converted into an award, on the same terms and conditions as were applicable under the WPC Stock Unit Award, of restricted stock units for shares of NewCo Common Stock (rounded down to the nearest whole share) determined by multiplying the number of WPC Common Shares subject to such WPC Stock Unit Award by the WPC Exchange Ratio (each, as so adjusted, an “ Adjusted WPC Stock Unit Award ”); provided , that the Board of Directors of NewCo, or any applicable committee of such Board, shall, if and to the extent it deems necessary or appropriate, adjust the levels of any performance criteria or goals applicable to vesting or such other terms of the Adjusted WPC Stock Unit Award, in its discretion, to reflect the impact of the transactions contemplated hereby, if any; and

     (iii) make such other changes to the WPC Stock Plans as WPC and Esmark may mutually agree are appropriate to give effect to the Combination, subject to the applicable provisions of the relevant plan.

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          (b) Before the Closing, the Board of Directors of Esmark shall adopt such resolutions or take such other actions as may be required to effect the following:

     (i) adjust the terms of any outstanding rights to receive the Earn-Out Shares and warrants to purchase shares of Esmark (each an “ Esmark Derivative ”), whether vested or unvested, as necessary to provide that, at the Effective Time, each Esmark Derivative outstanding immediately prior to the Effective Time shall be amended and converted into a right to acquire, on the same terms and conditions as were applicable under such Esmark Derivative, the number of shares of NewCo Common Stock (rounded down to the nearest whole share) determined by multiplying the number of shares subject to such Esmark Derivative by the Esmark Exchange Amount, at a price per share of NewCo Common Stock equal to (A) the aggregate exercise price for the Esmark Common Shares otherwise purchasable pursuant to such Esmark Derivative divided by (B) the aggregate number of shares of NewCo Common Stock deemed purchasable pursuant to such Esmark Derivative (each, as so adjusted, an “ Esmark Adjusted Derivative ”), provided that such exercise price shall be rounded to the nearest whole cent; and

     (ii) make such other changes to the Esmark Derivative(s) as WPC and Esmark may mutually agree are appropriate to give effect to the Combination.

          (c) The adjustments provided herein with respect to any WPC Stock Options or Esmark Derivatives that are “incentive stock options” as defined in Section 422 of the Code shall be and are intended to be effected in a manner which is consistent with Section 424(a) of the Code.

          (d) At the Effective Time, by virtue of the Combination and without the need of any further corporate action, NewCo shall assume each WPC Stock Option, WPC Stock Unit Award, and Esmark Derivative (collectively, the “ Derivative Securities ”) in accordance with the terms under which it was issued and any applicable agreement by which it is evidenced. At or prior to the Effective Time, NewCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of NewCo Common Stock for delivery upon exercise of the Derivative Securities assumed by it in accordance with this Section 2.8. As soon as practicable after the Effective Time, NewCo shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), or another appropriate form with respect to the shares of NewCo Common Stock subject to such Derivative Securities, and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Derivative Securities remain outstanding.

          (e) As soon as practicable after the Effective Time, NewCo shall deliver to each holder of Derivative Securities appropriate notices setting forth such holder’s rights pursuant thereto and such Derivative Security shall continue in effect on the same terms and conditions, after giving effect to the Combination and subject to the adjustments required by this Section 2.8.

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          (f) Except as otherwise contemplated by this Section 2.8 and except to the extent required under the respective terms of the Derivative Securities, all restrictions or limitations on transfer and vesting with respect to the Derivative Securities awarded under the Stock Plans or any other plan, program or arrangement of WPC or Esmark or any of their respective Subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such Derivative Securities after giving effect to the Combination and the assumption by NewCo as set forth above.

      2.9 Adjustments .

          (a) To the WPC Merger Consideration . Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.2(a)), if between the date of this Agreement and the Effective Time the outstanding shares of WPC Common Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the WPC Exchange Ratio, the ratio of shares issuable per share of WPC Common Stock under Section 2.1(e)(ii)(A), the Subscription Price, the per share cash consideration for the Put Consideration, the Put Election Cap and the Purchase Rights Cap shall each be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

          (b) To the Esmark Exchange Amount . Notwithstanding any provision of this Article II to the contrary (but without in any way limiting the covenants in Section 5.2(b)), if between the date of this Agreement and the Effective Time the outstanding shares of Esmark Common Stock or Esmark Preferred Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Esmark Exchange Amount shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

      2.10 Dissenting Shares . Notwithstanding Section 2.1(c), shares of Esmark Common Stock or Esmark Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Esmark Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with Section 262 of the DGCL shall not be converted into a right to receive the Esmark Merger Consideration, unless such holder fails to perfect, withdraws or otherwise loses its right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses its right to appraisal, such shares of Esmark Common Stock or Esmark Preferred Stock shall be treated as if they had been converted as of the Effective Time into a right to receive the Esmark Merger Consideration. In connection with the Esmark Merger, if the approval of the stockholders of Esmark entitled to notice and to vote thereon is obtained under Section 228 of the DGCL, such written consent shall be obtained not less than twenty-five (25) days prior to the Effective Time and the notice required under Section 262(d)(2) shall be mailed to stockholders of Esmark then-entitled to appraisal rights not more than two (2) days after obtaining such consent.

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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF WPC

     WPC hereby represents and warrants to Esmark, Esmark Merger Sub, WPC Merger Sub and NewCo, that except as set forth in the disclosure schedule delivered by WPC to Esmark simultaneously with the execution of this Agreement (the “ WPC Disclosure Schedule ”) (with specific reference to the Section or subsection of this Agreement to which the information stated in such disclosure relates; provided , that disclosure of any fact or item in any section or subsection of the WPC Disclosure Schedule shall, should the existence of such fact or item be relevant to any other section or subsection, be deemed to be disclosed with respect to that other section or subsection so long as the relevance of such disclosure to such other section or subsection is reasonably apparent from the nature of such disclosure); and provided, further , that with respect to any representations and warranties made as to the Joint Ventures (other than Mountain State Carbon, LLC), such representations and warranties shall be deemed qualified by Knowledge:

      3.1 Organization, Standing and Power .

          (a) Each of WPC and its Subsidiaries and each Joint Venture is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate or other power and authority necessary to own or lease all of its properties and assets and to carry on its business as it is now being conducted and as currently proposed by its management to be conducted except where its failure, individually or in the aggregate, would not reasonably be expected to have a WPC Material Adverse Effect. Each of WPC and its Subsidiaries and each Joint Venture is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a WPC Material Adverse Effect. For purposes of this Agreement, “ Material Adverse Effect ” means, with respect to any party, any material adverse effect on, or change, event, occurrence or state of facts materially adverse to, (i) the business, properties, assets, liabilities (contingent or otherwise), results of operation or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole, other than (A) any effect, change, event, occurrence or state of facts relating to the economy in general, (B) any effect, change, event, occurrence or state of facts relating to the steel industry specifically and, in each case under clauses (A) and (B), not specifically relating to (or disproportionately affecting) such party, (C) changes in GAAP (or any interpretations thereof by a Governmental Authority or quasi-Governmental Authority, including the Financial Accounting Standards Board), or (D) compliance with the terms of, or the taking of any action required by, this Agreement (provided that the exclusion set forth in this clause (D) shall not apply to Sections 3.3(c), 3.4, 4.3(c) and 4.4), or (ii) such party’s ability to, in a timely manner, perform its obligations under this Agreement or consummate the transactions contemplated hereby. For purposes of this Agreement, a “ WPC Material Adverse Effect ” shall mean a Material Adverse Effect with respect to WPC, other than (X) any increase or decrease in trading price or trading volume of the WPC Common Stock or (Y) any Material Adverse Effect

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of WPC directly attributable to an officer and/or director of WPC who is also an officer or director of Esmark or its Affiliates.

          (b) Section 3.1(b) of the WPC Disclosure Schedule lists each Subsidiary of WPC and each Joint Venture, together with the jurisdiction of organization of each such Subsidiary and Joint Venture. All the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of WPC and in each Joint Venture have been duly authorized and validly issued and are fully paid and nonassessable. All shares of capital stock of, or other equity interests in, each Joint Venture, which are beneficially owned by WPC, are owned directly by Wheeling-Pittsburgh Steel Corporation (“ WPSC ”). Except as set forth in Section 3.1(b) of the WPC Disclosure Schedule, all such outstanding shares of capital stock of, or other equity interests in, each Subsidiary of WPC, and all shares of capital stock of, or other equity interests in, each Joint Venture which are held directly by WPSC, are owned directly or indirectly by WPC free and clear of all liens, pledges, charges, mortgages, encumbrances, adverse rights or claims and security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), and the “blue sky” laws of the various States of the United States) (collectively, “ Liens ”). Except as set forth in Section 3.1(b) of the WPC Disclosure Schedule, (i) neither WPC nor any of its Subsidiaries or any of the Joint Ventures owns, directly or indirectly, any capital stock, voting securities or equity interests in any Person and (ii) to the extent WPC, any of its Subsidiaries or a Joint Venture owns, directly or indirectly, any capital stock, voting securities or equity interests in any Person, all such capital stock, voting securities and equity interests are owned beneficially and of record by WPC or such Subsidiary or Joint Venture, free and clear of all Liens.

          (c) WPC has delivered to Esmark correct and complete copies of its certificate of incorporation and by-laws (the “ WPC Charter Documents ”) and correct and complete copies of the certificates of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries (the “ WPC Subsidiary Documents ”) and of each Joint Venture (the “ Joint Venture Documents ”), in each case as amended to the date of this Agreement. All such WPC Charter Documents, WPC Subsidiary Documents and Joint Venture Documents are in full force and effect and neither WPC, nor any of its Subsidiaries, or any Joint Venture, is in violation of any of their respective provisions.

      3.2 Capitalization .

          (a) The authorized capital stock of WPC consists of 80,000,000 shares of common stock, par value $0.01 per share (the “ WPC Common Stock ”) and 20,000,000 shares of preferred stock, par value $0.001 per share (“ WPC Preferred Stock ”). At the close of business on February 28, 2007, (i) 15,287,293 shares of WPC Common Stock were issued and outstanding (excluding WPC Common Shares held by WPC in its treasury), (ii) 6,666 shares of WPC Common Stock were held by WPC in its treasury, (iii) 940,566 shares of WPC Common Stock were reserved for issuance under WPC Stock Plans (of which 19,221 shares of WPC Common Stock were subject to outstanding WPC Stock Options granted under the WPC Stock Incentive Plan and 318,310 shares of WPC Common Stock were subject to outstanding WPC Stock Unit

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Awards), (iv) 16,469 shares of WPC Common Stock (each, a “ Creditor Reserved Share ”) were reserved for distribution to creditors pending resolution of certain disputed claims, and (v) no shares of WPC Preferred Stock were issued or outstanding or held in WPC’s treasury.

     All outstanding WPC Common Shares have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights enforceable against WPC. Included in Section 3.2(a) of the WPC Disclosure Schedule is a correct and complete list, as of the date hereof, of all outstanding options or other rights to purchase or receive WPC Common Shares granted under the WPC Stock Incentive Plan or otherwise, and, for each such option or other right, the number of WPC Common Shares subject thereto, the terms of vesting, the grant and expiration dates and exercise price thereof and the name of the holder thereof. Except as set forth on Section 3.2(a) of the WPC Disclosure Schedule, since December 31, 2006, WPC has not issued any shares of its capital stock, voting securities or equity interests, or any securities convertible into or exchangeable or exercisable for any shares of its capital stock, voting securities or equity interests, other than pursuant to the outstanding options or other rights referred to above in this Section 3.2(a). Except (A) as set forth above in this Section 3.2(a), or (B) as otherwise expressly permitted by Section 5.2, as of the date of this Agreement, there are not, and as of the Effective Time there will not be, any shares of capital stock, voting securities or equity interests of WPC issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance of any shares of capital stock, voting securities or equity interests of WPC, including any representing the right to purchase or otherwise receive any WPC Common Stock.

          (b) Except as described in the preceding subsection (a) and Section 3.2(b) of the WPC Disclosure Schedule, neither WPC nor any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of WPC. There are no outstanding obligations of WPC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of WPC or any of its Subsidiaries.

      3.3 Authority; Noncontravention; Voting Requirements .

          (a) WPC has all necessary corporate or other power and authority to execute and deliver this Agreement and, subject to obtaining the WPC Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by WPC of this Agreement, and the consummation by WPC of the transactions contemplated hereby, have been duly authorized and approved by its Boards of Directors, and except for obtaining the WPC Stockholder Approval for the adoption of this Agreement, no other corporate or other action on the part of WPC is necessary to authorize the execution, delivery and performance by WPC of this Agreement and the consummation by WPC of the transactions contemplated hereby. This Agreement has been duly executed and delivered by WPC and, assuming due authorization, execution and delivery hereof by WPC and

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the other parties hereto, constitutes a legal, valid and binding obligation of WPC, enforceable against it in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

          (b) (i) The Special Committee, at a meeting duly called and held, has (A) unanimously determined that the transactions contemplated by the Agreement, including the Combination, are in the best interests of WPC and the stockholders of WPC and (B) recommended that the full Board of Directors approve the transactions contemplated hereby; and (ii) WPC’s Board of Directors (with and without the members of the Board that are employees of WPC recusing themselves), at a meeting duly called and held, has (A) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Combination, (B) resolved to recommend, subject to Section 5.3, that stockholders of WPC adopt this Agreement, and (C) determined that this Agreement and the transactions contemplated hereby, including the Combination, are in the best interests of WPC and the stockholders of WPC.

          (c) Except as set forth in Section 3.3(c) of the WPC Disclosure Schedule, none of the execution and delivery of this Agreement by WPC, the consummation by WPC of the transactions contemplated hereby or the compliance by WPC with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the WPC Charter Documents, the WPC Subsidiary Documents or the Joint Venture Documents, (ii) result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination or a right of termination or cancellation under, accelerate the performance required by, or trigger any put or call rights, rights of first refusal or any consent rights under, the Joint Venture Documents or (iii) assuming that the authorizations, consents and approvals referred to in Section 3.4 and the WPC Stockholder Approval are obtained and the filings referred to in Section 3.4 are made, (x) violate any Law, judgment, writ or injunction of any Governmental Authority applicable to WPC, any of its Subsidiaries or any Joint Venture or any of their respective properties or assets, (y) violate, conflict with, result in the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, WPC, any of its Subsidiaries or any Joint Venture under, any of the terms, conditions or provisions of (i) any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, license, lease, contract or other agreement, instrument or obligation (each, a “ Contract ”), other than any of the Joint Venture Documents, or (ii) any Permit, to which WPC, any of its Subsidiaries or any Joint Venture is a party, or by which any of them or any of their respective properties or assets may be bound or affected, except, in the case of clause (y), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as, individually or in the aggregate, would not reasonably be expected to have a WPC Material Adverse Effect.

          (d) The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding WPC Common Shares at the WPC Stockholders Meeting or any adjournment or

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postponement thereof in favor of the adoption of this Agreement (the “ WPC Stockholder Approval ”) is the only vote or approval of the holders of any class or series of capital stock of WPC or any of its Subsidiaries which is necessary to adopt this Agreement and approve the transactions contemplated hereby.

      3.4 Governmental Approvals . Except for (i) the filing by WPC with the Securities and Exchange Commission (the “ SEC ”) of a proxy statement relating to the WPC Stockholders Meeting (as amended or supplemented from time to time, the “ Proxy Statement ”) and other filings required under, and compliance with other applicable requirements of, the Securities Act, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), and the rules of The New York Stock Exchange or The Nasdaq Stock Market, (ii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (iii) filings required under, and compliance with other applicable requirements of, the HSR Act, no consents or approvals of, or filings, declarations or registrations with, any Governmental Authority are necessary for the execution, delivery and performance of this Agreement by WPC and the consummation by WPC of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to impair in any material respect the ability of WPC to perform its obligations hereunder, or prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.

      3.5 WPC SEC Documents; Undisclosed Liabilities .

          (a) Except as set forth in Section 3.5(a) of the WPC Disclosure Schedule, WPC has filed and furnished all required reports, schedules, forms, prospectuses, and registration, proxy and other statements with the SEC since August 1, 2003 (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ WPC SEC Documents ”). None of WPC’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of WPC SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other WPC SEC Documents), all of the WPC SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act of 2002, as the case may be, applicable to such WPC SEC Documents, and none of the WPC SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any WPC SEC Document has been revised or superseded by a later-filed WPC SEC Document, none of the WPC SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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          (b) The consolidated financial statements of WPC included in the WPC SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q) and fairly present in all material respects the consolidated financial position of WPC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which has been or will be, individually or in the aggregate, material to WPC and its Subsidiaries, taken as a whole).

          (c) WPC and, to the Knowledge of WPC, each of its executive officers and directors are in compliance with, and have complied, in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated under such act or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of The Nasdaq Stock Market. WPC has previously disclosed to Esmark all of the information required to be disclosed by WPC’s chief executive officer and chief financial officer to the Board of Directors of WPC or its audit committee pursuant to the certification requirements relating to Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

          (d) WPC has established and maintains internal controls over financial reporting and disclosure controls and procedures (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to WPC, including its consolidated Subsidiaries, required to be disclosed by WPC in the reports that it files or submits under the Exchange Act is accumulated and communicated to WPC’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective to ensure that information required to be disclosed by WPC in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. WPC’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to WPC’s auditors and the audit committee of the Board of Directors of WPC (x) all significant deficiencies in the design or operation of internal controls which are reasonably likely to adversely affect in any material respect WPC’s ability to record, process, summarize and report financial data and have identified for WPC’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in WPC’s internal controls. The principal executive officer and the principal financial officer of WPC have made all certifications required by the Sarbanes-Oxley Act of 2002, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the WPC SEC Documents, and the statements contained in such certifications are complete and correct.

          (e) Except as set forth in Section 3.5(e) of the WPC Disclosure Schedule, WPC is in compliance in all material respects with the provisions of Section 13(b) of the

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Exchange Act. Except as set forth in the WPC SEC Documents filed by WPC and publicly available prior to the date of this Agreement (the “ Filed WPC SEC Documents ”) or for events (or series of related matters) as to which the amounts involved do not exceed $120,000 and which are not or will not be included in WPC’s annual report on Form 10-K for the year ended December 31, 2006, since the filing of such annual report on Form 10-K for the year ended December 31, 2006, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-K promulgated by the SEC.

          (f) None of WPC, any of its Subsidiaries or any Joint Venture has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise, whether known or unknown) required to be reflected or reserved against on a consolidated balance sheet of WPC prepared in accordance with GAAP or the notes thereto or, in the case of any Joint Venture whose financial results are equity accounted by WPC, on a consolidated balance sheet of such Joint Venture prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent reflected or reserved against on the audited balance sheet of WPC and its Subsidiaries as of December 31, 2006 (the “ Balance Sheet Date ”) (including the notes thereto) included in the Filed WPC SEC Documents or (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice that, individually or in the aggregate, have not had and would not reasonably be expected to have a WPC Material Adverse Effect.

          (g) Except as and to the extent set forth in Section 3.5(g) of the WPC Disclosure Schedule, none of WPC, any of its Subsidiaries or any Joint Venture is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among WPC and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, WPC or any of its Subsidiaries in WPC’s or such Subsidiary’s published financial statements or any WPC SEC Documents.

      3.6 Absence of Certain Changes or Events . Since the Balance Sheet Date there have not been any events, changes, occurrences or state of facts that, individually or in the aggregate, have had or would reasonably be expected to have a WPC Material Adverse Effect. Except as disclosed in the Filed WPC SEC Documents, since the Balance Sheet Date (a) WPC, its Subsidiaries and the Joint Ventures have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (b) none of WPC, any of its Subsidiaries or any Joint Venture has taken any action described in Section 5.2(a) hereof that, if taken after the date hereof and prior to the Effective Time, without the prior written consent of Esmark, would violate such provision. Without limiting the foregoing, except as disclosed in the Filed WPC SEC Documents, since the Balance Sheet Date there has not occurred any damage, destruction or loss (whether or not covered by insurance) of any material asset of WPC or any of its Subsidiaries which materially affects the use thereof.

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      3.7 Legal Proceedings . Except as set forth in Section 3.7 of the WPC Disclosure Schedule, there is no pending or, to the Knowledge of WPC, threatened, legal, administrative, arbitral or other proceeding, claim, suit or action against, or governmental or regulatory investigation of, WPC, any of its Subsidiaries, any Joint Venture or, to the Knowledge of WPC, any of their respective officers, directors, stockholders or members (in each case, in their capacity as such) that, individually or in the aggregate, has had or would reasonably be expected to have a WPC Material Adverse Effect, and there is no injunction, order, judgment, ruling or decree imposed (or, to the Knowledge of WPC, threatened to be imposed) upon WPC, any of its Subsidiaries, any Joint Venture or, to the Knowledge of WPC, any of their respective officers, directors, stockholders or members (in each case, in their capacity as such) or the assets of WPC, any of its Subsidiaries or any Joint Venture, by or before any Governmental Authority that, individually or in the aggregate, has had or would reasonably be expected to have a WPC Material Adverse Effect.

      3.8 Compliance with Laws; Permits .

          (a) WPC and its Subsidiaries and the Joint Ventures are in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “ Laws ”) applicable to WPC or any of its Subsidiaries or any Joint Venture, any of their properties or other assets or any of their businesses or operations. WPC and each of its Subsidiaries and each Joint Venture hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “ Permits ”), except where the failure to hold such a Permit would not have a WPC Material Adverse Effect. Except as set forth in Section 3.8(a) of the WPC Disclosure Schedule, WPC, its Subsidiaries and the Joint Ventures are in compliance in all material respects with the terms of all Permits. Except as set forth in Section 3.8(a) of the WPC Disclosure Schedule, since December 31, 2004, none of WPC, any of its Subsidiaries, or any Joint Venture has received written notice to the effect that a Governmental Authority (a) claimed or alleged that WPC, any of its Subsidiaries or any Joint Venture was not in compliance with all Laws applicable to WPC, any of its Subsidiaries or any Joint Venture, any of their properties or other assets or any of their businesses or operations or (b) was considering the amendment, termination, revocation or cancellation of any Permit.

          (b) Except as set forth in Section 3.8(b) of the WPC Disclosure Schedule or as would not have, individually or in the aggregate, a WPC Material Adverse Effect, none of WPC, any of its Subsidiaries or any Joint Venture, or, to the Knowledge of WPC, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has any reasonable basis for believing that, in the past five (5) years, any of the foregoing Persons has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, that was illegal under any applicable law, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to

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any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent, (v) taken any action or made any omission in violation of any applicable law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation, the Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the U.S. Customs Regulations, or any regulation, ruling, rule, order, decision, writ, judgment, injunction, or decree of any Governmental Authority issued pursuant thereto.

      3.9 Information Supplied . Subject to the accuracy of the representations and warranties of Esmark set forth in Section 4.9, none of the information supplied (or to be supplied) in writing by or on behalf of WPC specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by NewCo in connection with the issuance of shares of NewCo Common Stock in the Combination (as amended or supplemented from time to time, the “ Form S-4 ”) will, at the time the Form S-4, or any amendments or supplements thereto, are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, and (b) the Proxy Statement will, on the date it is first mailed to stockholders of WPC, and at the time of the WPC Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, WPC makes no representation or warranty with respect to any information supplied by or on behalf of Esmark, Esmark Merger Sub, WPC Merger Sub or NewCo for inclusion or incorporation by reference in any of the foregoing documents.

      3.10 Tax Matters .

          (a) WPC, each of its Subsidiaries and each Joint Venture has timely filed, or has caused to be timely filed on its behalf (taking into account any extension of time within which to file), all material Tax Returns required to be filed by it, and all such filed Tax Returns are correct and complete in all material respects. All Taxes shown to be due on such Tax Returns, and all material Taxes otherwise required to be paid by WPC, any of its Subsidiaries or any Joint Venture, have been timely paid.

          (b) The unpaid Taxes of WPC, its Subsidiaries and the Joint Ventures (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the most recent balance sheet (rather than any notes thereto) and (ii) will not exceed that reserve as adjusted for operations and transactions through the Closing

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Date in accordance with the past custom and practice of WPC, its Subsidiaries and the Joint Ventures in filing their Tax Returns.

          (c) Except as set forth on Schedule 3.10(c) of the WPC Disclosure Schedule, neither WPC nor any of its Subsidiaries nor any Joint Venture has any obligation under any agreement (either with any person or any taxing authority) with respect to Taxes.

          (d) Neither WPC nor any of its Subsidiaries nor any Joint Venture has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code since the effective date of Section 355(e) of the Code.

          (e) Neither WPC nor any of its Subsidiaries nor any Joint Venture has (i) been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code filing a consolidated federal income Tax Return, other than the affiliated group of which WPC is the common parent or (ii) any liability for the Taxes of any Person (other than WPC, any of its Subsidiaries or any Joint Venture).

          (f) To the Knowledge of WPC, no audit or other administrative or court proceedings are pending with any taxing authority with respect to any income or other material Taxes of WPC, any of its Subsidiaries or any Joint Venture, and no written notice thereof has been received by WPC, any of its Subsidiaries or any Joint Venture and, none is threatened. No issue has been raised by any taxing authority in any presently ongoing Tax audit that could be material and adverse to WPC, any of its Subsidiaries or any Joint Venture for any period after the Effective Time. Neither WPC nor any of its Subsidiaries nor any Joint Venture has any outstanding agreements, waivers or arrangements extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, any income or other material Taxes.

          (g) To the Knowledge of WPC, it has not received any written claim from any Governmental Authority in a jurisdiction where WPC or any of its Subsidiaries does not file Tax Returns that WPC, any of its Subsidiaries or any Joint Venture is or may be subject to taxation in that jurisdiction that could give rise to material Taxes.

          (h) WPC has made available to Esmark correct and complete copies of (i) all income and franchise Tax Returns of WPC, its Subsidiaries and the Joint Ventures for the preceding three (3) taxable years and (ii) any audit report issued within the last three (3) years (or otherwise with respect to any audit or proceeding in progress) relating to income or franchise Taxes of WPC, any of its Subsidiaries or any Joint Venture.

          (i) No Liens for Taxes exist with respect to any properties or other assets of WPC, any of its Subsidiaries or any Joint Venture, except for Permitted Liens.

          (j) All material Taxes required to be withheld by WPC, any of its Subsidiaries or any Joint Venture have been withheld and have been or will be duly and timely paid to the proper taxing authority.

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          (k) WPC is not, has not been and will not be a “United States real property holding corporation” within the meaning of Section 897 of the Code at any time during the five-year period ending at the Effective Time.

          (l) Neither WPC nor any of its Subsidiaries nor any Joint Venture has taken any action, has failed to take any action or has any Knowledge of any fact or circumstance that would prevent the Combination from qualifying either (i) as a reorganization under Section 368 of the Code, or (ii) as an integrated series of transfers under Section 351 of the Code.

          (m) Neither WPC, nor any of its Subsidiaries nor any Joint Venture is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax law).

          (n) Neither WPC, nor any of its Subsidiaries nor any Joint Venture will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

          (i) change in method of accounting for a taxable period ending on or prior to the Closing Date;

          (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date;

          (iii) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax law);

          (iv) installment sale or open transaction disposition made on or prior to the Closing Date; or

          (v) prepaid amount received on or prior to the Closing Date.

          (o) For purposes of this Agreement, (i) “ Taxes ” shall mean taxes of any kind (including those measured by or referred to as income, franchise, gross receipts, sales, use, ad valorem, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, value added, property, windfall profits, customs, duties or similar fees, assessments or charges of any kind whatsoever) together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority with respect thereto, domestic or foreign and shall include any transferee successor liability in respect of taxes (whether by Contract or otherwise) and any several liability in respect of any tax as a result of being a member of any affiliated, consolidated, combined, unitary or similar group and (ii) “ Tax Returns ” shall mean any return, report, claim for refund, estimate, information return or statement or other similar document relating to or required to be filed with any taxing authority

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with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

      3.11 Employee Benefits and Labor Matters .

          (a) Section 3.11(a) of the WPC Disclosure Schedule sets forth a correct and complete list of: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and (ii) all written employment or other compensation agreements, which provide annual salaries or wages exceeding $150,000 or provide for severance benefits exceeding 25% of base salary or wages or a term exceeding three (3) months, or bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, severance, pension benefit, welfare benefit, sick leave, vacation, salary continuation, health, life insurance and educational assistance plans, policies, agreements or arrangements with respect to which WPC or any of its Subsidiaries has any obligation or liability, contingent or otherwise, for current or former employees, individual consultants or directors of WPC or any of its Subsidiaries (collectively, the “ WPC Plans ”). Section 3.11(a) of the WPC Disclosure Schedule separately sets forth each WPC Plan which is subject to Title IV of ERISA or is a “multiemployer plan”, as defined in Section 3(37) of ERISA (a “ Multiemployer Plan ”), or is or has been subject to Sections 4063 or 4064 of ERISA.

          (b) Correct and complete copies of the following documents with respect to each of the WPC Plans (other than a Multiemployer Plan) have been delivered or made available to Esmark by WPC to the extent applicable: (i) any plans and related trust documents, insurance Contracts or other funding arrangements, and all amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto, (iii) the most recent actuarial report, if any; (iv) the most recent IRS determination letter; (v) the most recent summary plan descriptions; and (vi) written summaries of all non-written WPC Plans.

          (c) WPC Plans have been maintained, in all material respects, in accordance with their terms and with all applicable provisions of ERISA, the Code and other Laws. To the extent any representation in this Section 3.11 applies to a Multiemployer Plan, such representation is only made to the extent of the Knowledge of WPC or its Subsidiaries.

          (d) WPC Plans intended to qualify under Section 401 or other tax-favored treatment under of Subchapter B of Chapter 1 of Subtitle A of the Code are so qualified, and any trusts intended to be exempt from federal income taxation under the Code are so exempt. Nothing has occurred with respect to the operation of WPC Plans that could cause the loss of such qualification or exemption, or the imposition of any material liability, penalty or tax under ERISA or the Code.

          (e) All contributions required to have been made by WPC or any of its Subsidiaries (without regard to any waivers granted under Section 412 of the Code), have been timely made, and no accumulated funding deficiencies exist in any of the WPC Plans subject to Title IV of ERISA or Section 412 of the Code.

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          (f) There are no pending material actions, claims or lawsuits arising from or relating to the WPC Plans (other than routine benefit claims), nor does WPC have any Knowledge of facts that could form the basis for any such claim or lawsuit.

          (g) Except as set forth in Section 3.11(g) of the WPC Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee, (ii) increase any benefits otherwise payable under any WPC Plan, (iii) result in the acceleration of the time of payment or vesting of any such benefits under any such plan, or (iv) require any contributions or payments to fund any obligations under any WPC Plan.

          (h) Any individual who performs services for WPC or any of its Subsidiaries (other than through a Contract with an organization other than such individual) and who is not treated as an employee of WPC or any of its Subsidiaries for U.S. federal income tax purposes by WPC is not an employee for such purposes.

          (i) WPC has previously provided to Esmark a list of each material collective bargaining or other labor union Contract applicable to Persons employed by WPC or any of its Subsidiaries to which WPC or any of its Subsidiaries is a party (each a “ WPC Collective Bargaining Agreement ”). As of the date of this Agreement, except as set forth on Section 3.11(i) of the WPC Disclosure Schedules, no WPC Collective Bargaining Agreement is being negotiated or renegotiated by WPC or any of its Subsidiaries.

          (j) Except as set forth in Section 3.11(j) of the WPC Disclosure Schedule and as related to the execution, performance and consummation of this Agreement, there are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations, (ii) material grievances or other labor disputes pending or, to the Knowledge of WPC or any of its Subsidiaries, threatened against or involving WPC or any of its Subsidiaries involving any employee of WPC or any of its Subsidiaries or (iii) complaints, charges or claims against WPC or any of its Subsidiaries pending or, to the Knowledge of WPC, threatened that could be brought or filed with any Governmental Authority or arbitrator based on, arising out of, in connection with, or otherwise relating to the employment or termination of employment or failure to employ by WPC or any of its Subsidiaries, of any individual. There are no unfair labor practice charges pending or, to the Knowledge of WPC or any of its Subsidiaries, threatened by or on behalf of any employee or former employee of WPC or any of its Subsidiaries.

          (k) WPC and its Subsidiaries are in compliance with all Laws relating to the employment of labor, including all such Laws relating to wages, hours, the Worker Adjustment and Retraining Notification Act and any similar state or local “mass layoff” or “plant closing” law (“ WARN ”), collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax, except for immaterial non-compliance. There will not have been any “mass layoff” or “plant closing” (as defined by WARN) with respect to WPC or any of its Subsidiaries within the six (6) months prior to the Closing.

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          (l) Except as set forth in Section 3.11(l) of the WPC Disclosure Schedule, neither WPC nor any of its Subsidiaries is a party to any Contract, agreement, plan or other arrangement that, individually or collectively, could give rise to the payment of any amount which would not be deductible by reason of Section 162(m) or Section 280G of the Code or would be subject to withholding under Section 4999 of the Code.

      3.12 Environmental Matters .

          (a) Except for those matters set forth in Section 3.12(a) of the WPC Disclosure Schedule or that, individually or in the aggregate, have not had and would not reasonably be expected to have a WPC Material Adverse Effect, (A) each of WPC and its Subsidiaries is, and since August 1, 2003 has been, in compliance with all applicable Environmental Laws, (B) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the Knowledge of WPC, threatened against WPC or any of its Subsidiaries or any real property currently or, to the Knowledge of WPC, formerly owned, operated or leased by WPC or any of its Subsidiaries, (C) neither WPC nor any of its Subsidiaries has received any notice of or entered into or assumed by Contract or operation of Law or otherwise, any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws and (D) no facts, circumstances or conditions exist with respect to WPC or any of its Subsidiaries or any property currently (or, to the Knowledge of WPC, formerly) owned, operated or leased by WPC or any of its Subsidiaries or any property to or at which WPC or any of its Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials that would reasonably be expected to result in WPC or any of its Subsidiaries incurring Environmental Liabilities.

          (b) Except for those matters set forth in Section 3.12(b) of the WPC Disclosure Schedule, to the Knowledge of WPC, no facts, circumstances or conditions exist with respect to the Joint Ventures or any real property currently or formerly owned or operated by the Joint Ventures, or to or at which the Joint Ventures transported or arranged for disposal or treatment of Hazardous Materials, including any failure to comply with, any pending or threatened investigation, suit, claim, action or proceeding arising under, or any obligation, liability, order, settlement judgment, injunction or decree, or notice of any of them, relating to Environmental Laws, that would reasonably be expected to result in WPC, any of its Subsidiaries or any Joint Venture incurring Environmental Liabilities, that, individually or in the aggregate, would have a WPC Material Adverse Effect.

          (c) Except as set forth on Section 3.12(c) of the WPC Disclosure Schedule, WPC and its Subsidiaries have not received written notice of any claims or liabilities related to occupational exposure to coal, or coal-related materials, including, but not limited to, claims for “black lung” disease, which are not covered by insurance or would reasonably be expected to result in WPC and its Subsidiaries incurring liabilities, that, individually or in the aggregate, would have a WPC Material Adverse Effect.

          (d) For purposes of this Agreement:

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          (i) “ Environmental Laws ” means all Laws relating in any way to the environment, preservation or reclamation of natural resources, the presence, management or Release of, or exposure to, Hazardous Materials, or to human health and safety, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Clean Water Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Safe Drinking Water Act (42 U.S.C. § 300f et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .), each of their state and local counterparts or equivalents, each of their foreign and international equivalents, and any transfer of ownership notification or approval statute, as each has been amended and the regulations promulgated pursuant thereto.

          (ii) “ Environmental Liabilities ” means, with respect to any Person, all liabilities, obligations, responsibilities, remedial actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person or in response to any violation of Environmental Law, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any Environmental Law, environmental permit, order or agreement with any Governmental Authority or other Person, which relates to any environmental, health or safety condition, violation of Environmental Law or a Release or threatened Release of Hazardous Materials.

          (iii) “ Hazardous Materials ” means any material, substance or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous”, “toxic”, a “pollutant”, a “contaminant”, “radioactive” or words of similar meaning or effect, including petroleum and its by-products, asbestos and polychlorinated biphenyls.

          (iv) “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of or migrating into or through the environment or any natural or man-made structure.

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      3.13 Contracts .

          (a) Set forth in Section 3.13(a) of the WPC Disclosure Schedule is a list of each of the following Contracts to which WPC, any of its Subsidiaries or any Joint Venture is a party:

     (i) any Contract that would be required to be filed as an exhibit to a Registration Statement on Form S-3 under the Securities Act and an Annual Report on Form 10-K under the Exchange Act if such registration statement or report was filed by WPC with the SEC on the date hereof;

     (ii) any Contract that purports to limit, curtail or restrict the ability of WPC, any of its existing or future Subsidiaries or Affiliates or any Joint Venture to compete in any geographic area or line of business or restrict the Persons to whom WPC, any of its existing or future Subsidiaries or Affiliates or any Joint Venture may sell products or deliver services;

     (iii) any partnership agreement, and all Joint Venture Documents;

     (iv) any Contract for the acquisition, sale or lease of material properties or assets (by merger, purchase or sale of stock or assets or otherwise) (A) entered into since August 1, 2003 or (B) currently in effect, which requires ongoing performance or imposes ongoing obligations, in each case excluding purchase orders for inventory entered into in the ordinary course of business;

     (v) any (A) material Contract with any Governmental Authority or (B) contract with any director or officer of WPC, any of its Subsidiaries or Affiliates or any Joint Venture;

     (vi) any loan or credit agreement, mortgage, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by WPC, any of its Subsidiaries or any Joint Venture or any Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by WPC, any of its Subsidiaries or any Joint Venture;

     (vii) any financial derivatives master agreement or confirmation, or futures account opening agreements and/or brokerage statements, evidencing financial hedging or similar trading activities;

     (viii) any voting agreement or registration rights agreement;

     (ix) any mortgage, pledge, security agreement, deed of trust or other Contract granting a Lien on any material property or assets of WPC, any of its Subsidiaries or any Joint Venture;

     (x) any customer, client or supply Contract (other than a purchase order received in the ordinary course of business) that involved consideration in

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fiscal year 2006 in excess of $2,000,000 or that is reasonably likely to involve consideration in fiscal year 2007 in excess of $2,000,000;

     (xi) any Contract (other than customer, client or supply Contracts or purchase orders received in the ordinary course of business) that involves consideration (whether or not measured in cash) of greater than $2,000,000;

     (xii) any collective bargaining agreements;

     (xiii) any agreement pursuant to which it has agreed to a “standstill” or similar obligation;

     (xiv) to the extent material to the business or financial condition of WPC and its Subsidiaries, taken as a whole, any (A) lease or rental Contract, (B) product design or development Contract, (C) consulting Contract, (D) indemnification Contract, (E) license or royalty Contract, (F) merchandising, sales representative or distribution Contract or (G) Contract granting a right of first refusal or first negotiation; and

     (xv) any commitment or agreement to enter into any of the foregoing; (the Contracts and other documents required to be listed on Section 3.13(a) of the WPC Disclosure Schedule, together with any and all other Contracts of such type entered into in accordance with Section 5.2(a), each a “ WPC Material Contract ”). WPC has heretofore made available to Esmark correct and complete copies of each Material Contract or summaries in the case of customer Material Contracts in existence as of the date hereof, together with any and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto.

          (b) Except as separately identified in Section 3.13(b) of the WPC Disclosure Schedule, (i) each of the Material Contracts is valid, binding and in full force and effect and is enforceable in accordance with its terms by WPC, its Subsidiaries and the Joint Venture party thereto, subject to the Bankruptcy and Equity Exception; (ii) no approval, consent or waiver of any Person is needed in order that any Material Contract continue in full force and effect following the consummation of the transactions contemplated hereby; (iii) none of WPC, any of its Subsidiaries or any Joint Venture is in default under any Material Contract, nor to the Knowledge of WPC does any condition exist that, with notice or lapse of time or both, would constitute a default thereunder by WPC and its Subsidiaries and the Joint Ventures party thereto, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a WPC Material Adverse Effect; (iv) to the Knowledge of WPC, no other party to any Material Contract is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default by any such other party thereunder, except for such defaults as, individually or in the aggregate, have not had and would not reasonably be expected to have a WPC Material Adverse Effect; and (v) none of WPC, any of its Subsidiaries or any Joint Venture has received any notice of termination or cancellation under any Material Contract, received any notice of breach or default in any material respect

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under any Material Contract which breach has not been cured, or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any Material Contract.

      3.14 Title to Properties . Each of WPC and its Subsidiaries, and each Joint Venture (i) has good and valid title to all properties and other assets and good, marketable, indefeasible and insurable fee simple title to all real property assets (A) which are reflected on the most recent consolidated balance sheet of WPC included in the Filed WPC SEC Documents as being owned by WPC or one of its Subsidiaries or any Joint Venture (or acquired after the date thereof) and (B) which pertain to the Joint Ventures and are set forth in Section 3.14 of the WPC Disclosure Schedule, and which are, individually or in the aggregate, material to WPC’s business or financial condition on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice and not in violation of this Agreement), free and clear of all Liens except (w) Permitted Liens, (x) statutory Liens securing payments not yet due, (y) security interests, mortgages and pledges that are disclosed in the Filed WPC SEC Documents that secure indebtedness that is reflected in the most recent consolidated financial statements of WPC included in the Filed WPC SEC Documents and (z) such other imperfections or irregularities of title or other Liens that, individually or in the aggregate, do not and would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise materially impair business operations as presently conducted or as currently proposed by WPC’s management to be conducted, and (ii) is the lessee or sublessee of all leasehold estates and leasehold interests (A) reflected in the Filed WPC SEC Documents (or acquired after the date thereof) and (B) set forth in Section 3.14 of the WPC Disclosure Schedule, which are, individually or in the aggregate, material to WPC’s business or financial condition on a consolidated basis (other than any such leaseholds whose scheduled terms have expired subsequent to the date of such Filed WPC SEC Documents). WPC and each of its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. No Joint Venture owns any interest in any material real property other than as set forth in Section 3.14 of the WPC Disclosure Schedule.

      3.15 Intellectual Property .

          (a) For purposes of this Agreement:

     (i) “ WPC Intellectual Property ” means all Intellectual Property Rights used in or necessary for the conduct of the business of WPC, any of its Subsidiaries or any Joint Venture, or owned or held for use by WPC, any of its Subsidiaries or any Joint Venture.

     (ii) “ WPC Technology ” means all Technology used in or necessary for the conduct of the business of WPC, any of its Subsidiaries or any Joint Venture, or owned or held for use by WPC, any of its Subsidiaries or any Joint Venture.

     (iii) “ Intellectual Property Rights ” shall mean all of the rights arising from or in respect of the following, whether protected, created or arising under the Laws of the United States or any foreign jurisdiction: (A) patents, patent applications, any reissues, reexaminations, divisionals, continuations,

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continuations-in-part and extensions thereof (collectively, “ Patents ”); (B) trademarks, service marks, trade names (whether registered or unregistered), service names, industrial designs, brand names, brand marks, trade dress rights, Internet domain names, identifying symbols, logos, emblems, signs or insignia, and including all goodwill associated with the foregoing (collectively, “ Marks ”); (C) copyrights, whether registered or unregistered (including copyrights in computer software programs), mask work rights and registrations and applications therefor (collectively, “ Copyrights ”); (D) confidential and proprietary information, or non-public processes, designs, specifications, technology, know-how, techniques, formulas, inventions, concepts, trade secrets, discoveries, ideas and technical data and information, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Copyrights or Patents (collectively, “ Trade Secrets ”); and (E) all applications, registrations and permits related to any of the foregoing clauses (A) through (D).

     (iv) “ Software ” means computer programs, including any and all software implementations of algorithms, models and methodologies whether in source code, object code or other form, databases and compilations, including any and all data and collections of data, descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing and all documentation, including user manuals and training materials related to any of the foregoing.

     (v) “ Technology ” means, collectively, all designs, formulas, algorithms, procedures, techniques, ideas, know-how, Software (whether in source code, object code or human readable form), databases and data collections, Internet websites and web content, tools, inventions (whether patentable or unpatentable and whether or not reduced to practice), invention disclosures, developments, creations, improvements, works of authorship, other similar materials and all recordings, graphs, drawings, reports, analyses, other writings and any other embodiment of the above, in any form or media, whether or not specifically listed herein, and all related technology, documentation and other materials used in, incorporated in, embodied in or displayed by any of the foregoing, or used or useful in the design, development, reproduction, maintenance or modification of any of the foregoing.

          (b) Section 3.15(b) of the WPC Disclosure Schedule sets forth (i) an accurate and complete list of all material Patents, registered Marks, pending applications for registrations of any Marks and any unregistered Marks, registered Copyrights and pending applications for registration of any Copyrights owned or filed by WPC, any of its Subsidiaries or any Joint Venture and (ii) the jurisdictions in which each such material Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed.

          (c) Except for the Intellectual Property Rights and Technology owned by WPC, any of its Subsi