STOCK
      PURCHASE AGREEMENT











Dated
      as
      of November 5, 2007











by
      and
      among











Cloud
      Holding LLC











Icahn
      Enterprises Holdings L.P.,











Arnos
      Corp.,











Philip
      Services Corporation











and











PSC
      Metals Inc.














**Table
      of Contents**




**Page**ARTICLE
                  I TERMS OF THE TRANSACTION
              
              1ARTICLE
                  I
              TERMS
                  OF THE TRANSACTION
              
              11.1
              Agreement
                  to Sell and to Purchase the Metals Stock.
              
              11.2
              Purchase
                  Price and Payment.
              
              11.3
              Closing.
              
              11.4
              Actions
                  at the Closing.
              
              2ARTICLE
                  II REPRESENTATIONS AND WARRANTIES OF PSC
              
              22.1
              Organization
                  of PSC.
              
              22.2
              Authority.
              
              22.3
              Title.
              
              22.4
              No
                  Conflicts.
              
              22.5
              Governmental
                  Consents and Approvals.
              
              32.6
              Working
                  Capital Amount.
              
              32.7
              Brokers.
              
              32.8
              Accuracy
                  of Statements.
              
              3ARTICLE
                  III REPRESENTATIONS AND WARRANTIES OF PSC RELATING TO THE CORPORATION
                  AND
                  ITS SUBSIDIARIES
              
              33.1
              Due
                  Organization; Authority.
              
              43.2
              Capitalization.
              
              43.3
              Subsidiaries.
              
              43.4
              Financial
                  Statements.
              
              43.5
              Governmental
                  Approvals; No Violations
              
              53.6
              No
                  Adverse Effects or Changes.
              
              53.7
              Title
                  to Properties.
              
              63.8
              Tax.
              
              63.9
              Employee
                  Benefit Plans.
              
              6ARTICLE
                  IV REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
              
              84.1
              Litigation.
              
              84.2
              Claims
                  Against Officers and Directors.
              
              84.3
              Insurance.
              
              84.4
              Compliance
                  with Law.
              
              94.5
              Undisclosed
                  Liabilities.
              
              94.6
              Related
                  Parties.
              
              94.7
              Intellectual
                  Property.
              
              94.8
              Environmental
                  Matters.
              
              104.9
              Employees,
                  Labor Matters, etc.
              
              11
  i
  4.10
              Real
                  Property.
              
              124.11
              Tangible
                  Personal Property.
              
              124.12
              Contracts.
              
              124.13
              Licenses.
              
              134.14
              Accuracy
                  of Statements.
              
              13ARTICLE
                  V REPRESENTATIONS AND WARRANTIES OF BUYER AND IEH
              
              145.1
              Organization
                  of Buyer and IEH.
              
              145.2
              Authority.
              
              145.3
              No
                  Conflicts.
              
              145.4
              Consents
                  and Approvals.
              
              155.5
              Brokers.
              
              155.6
              Financial
                  Condition.
              
              15ARTICLE
                  VI COVENANTS
              
              156.1
              Maintenance
                  of Business Prior to Closing.
              
              156.2
              Efforts
                  to Consummate Transaction.
              
              176.3
              Tax
                  Matters.
              
              18ARTICLE
                  VII CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND IEH
              
              187.1
              Warranties
                  True as of Both Present Date and Closing Date.
              
              187.2
              Compliance
                  by PSC and the Corporation.
              
              197.3
              Certificates
                  of PSC and the Corporation.
              
              197.4
              No
                  Material Adverse Change.
              
              197.5
              Actions
                  or Proceedings.
              
              197.6
              Conversion
                  to Limited Liability Companies.
              
              19ARTICLE
                  VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF PSC AND THE
                  CORPORATION
              
              198.1
              Warranties
                  True as of Both Present Date and Closing Date.
              
              198.2
              Compliance
                  by Buyer.
              
              198.3
              Certificates
                  of Buyer and IEH.
              
              208.4
              Actions
                  or Proceedings.
              
              20ARTICLE
                  IX TERMINATION
              
              209.1
              Termination.
              
              209.2
              Effect
                  of Termination.
              
              20ARTICLE
                  X INDEMNIFICATION
              
              2110.1
              Indemnification
                  by Arnos.
              
              2110.2
              Claims.
              
              21
  ii
  10.3
              Notice
                  of Third Party Claims; Assumption of Defense.
              
              2110.4
              Settlement
                  or Compromise.
              
              2210.5
              Failure
                  of Arnos to Act.
              
              2210.6
              Tax
                  Character.
              
              2310.7
              Sole
                  and Exclusive Remedy.
              
              23ARTICLE
                  XI DEFINITIONS
              
              2311.1
              Defined
                  Terms.
              
              23ARTICLE
                  XII MISCELLANEOUS
              
              2912.1
              Investigation.
              
              2912.2
              Survival
                  of Representations and Warranties.
              
              3012.3
              Entire
                  Agreement.
              
              3012.4
              Waiver.
              
              3012.5
              Amendment.
              
              3012.6
              No
                  Third Party Beneficiary.
              
              3012.7
              Assignment;
                  Binding Effect.
              
              3012.8
              Headings.
              
              3012.9
              Invalid
                  Provisions.
              
              3012.10
              Governing
                  Law.
              
              3012.11
              Counterparts.
              
              3112.12
              Waiver
                  of Jury Trial.
              
              3112.13
              Consent
                  to Jurisdiction.
              
              3112.14
              Expenses.
              
              3112.15
              Notices.
              
              3212.16
              Further
                  Assurances.
              
              33


iii


THIS
        STOCK PURCHASE AGREEMENT (this “ Agreement ”),
        dated
        as of November 5, 2007, by and among Icahn Enterprises Holdings, L.P., a
        Delaware limited partnership (“ IEH ”),
        Cloud
        Holding LLC, a Delaware limited liability company (the “Buyer”), the sole member
        of which is AREH Oil & Gas Corp., which is, in turn, a wholly-owned
        subsidiary of IEH, Arnos Corp., a Nevada corporation (“ Arnos ”),
        Philip Services Corporation, a Delaware corporation and a majority owned
        subsidiary of Arnos (“ PSC ”),
        and
        PSC Metals, Inc., an Ohio corporation and a wholly owned subsidiary of PSC
        (the
“ Corporation ”).
        Capitalized terms not otherwise defined herein have the meanings set forth
        in
        Article XI.
  Recitals:
  WHEREAS, PSC
        owns
        all of the issued and outstanding capital stock (the “ Metals
        Stock ”)
        of the
        Corporation; and
  WHEREAS,
        PSC desires to sell to Buyer, and Buyer desires to purchase from PSC, the
        Metals
        Stock, upon the terms and subject to the conditions in this
        Agreement.
  NOW,
        THEREFORE, the p arties
        hereto agree as follows:
  **ARTICLE
        I**
  **TERMS
        OF THE TRANSACTION**
  1.1  Agreement
        to Sell and to Purchase the Metals Stock . At the
        Closing, and on the terms set forth in this Agreement and subject only to
        the
        conditions set forth in Articles
        VII and VIII of this
        Agreement, PSC shall cause the Metals Stock to be sold, assigned, transferred,
        delivered and conveyed to Buyer, and Buyer shall purchase and accept the
        Metals
        Stock.
  1.2  Purchase
        Price and Payment . In
        consideration of the sale of the Metals Stock to Buyer, Buyer shall pay to
        PSC
        at the Closing an amount equal to $335,000,000 (the “ Purchase
        Price ”)
        by
        wire transfer in immediately available funds to a bank account or accounts
        to be
        designated by PSC.
  1.3  Closing . Subject
        to fulfillment or waiver of the conditions set forth in Articles
        VII and VIII of this
        Agreement, the closing of the transactions contemplated by this Agreement
        (the
“ Closing ”)
        shall
        take place (a) at the offices of the Buyer, located at White Plains Plaza,
        445
        Hamilton Avenue - Suite 1210, White Plains, NY 10601 or such other place
        as the
        parties may agree, at 10:00 a.m., local time, on the second business day
        immediately following the day on which the last to be satisfied or waived
        of the
        conditions set forth in Articles VII
        and VIII (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) shall be
        satisfied or waived in accordance herewith or (b) at such other time, date
        or
        place as PSC and Buyer may agree. The date on which the Closing occurs is
        herein
        referred to as the “ Closing
        Date ”. The
        Closing shall be deemed effective for all accounting, financial and reporting
        purposes as of the close of business on the Closing Date.
  
 1.4  Actions
        at the Closing .  At
        the
        Closing: (i) PSC shall deliver to Buyer one or more certificates representing
        the Metals Stock duly endorsed in blank or accompanied by stock powers or
        other
        instruments of transfer duly executed in blank, and otherwise in form acceptable
        for transfer of the Metals Stock to Buyer; (ii) Buyer shall deliver to PSC
        the
        Purchase Price by wire transfer in immediately available funds to a bank
        account
        or accounts specified by PSC; (iii) PSC shall deliver to Buyer evidence in
        form
        and substance reasonably satisfactory to Buyer that the Corporation and its
        Subsidiaries have each been released from any further liability, obligation
        or
        Lien under the UBS Facility; and (iv) PSC shall deliver to Buyer evidence
        in
        form and substance reasonably satisfactory to Buyer of the release of the
        Corporation and its Subsidiaries from any further liability or obligation
        under
        that certain Intercompany Note dated December 30, 2004 issued by PSC and
        each of
        its Subsidiaries to PSC and each of its Subsidiaries (the “ Intercompany
        Note ”).
  **ARTICLE
        II**
  **REPRESENTATIONS
        AND WARRANTIES OF PSC**
  As
        an
        inducement to Buyer and IEH to enter into this Agreement, PSC hereby makes
        the
        following representations and warranties to Buyer and IEH except as set forth
        in
        the Disclosure Schedule attached to this Agreement (it being agreed that
        any
        exceptions to such representations and warranties shall clearly identify
        the
        sections of this Agreement to which they apply):
  2.1  Organization
        of PSC . PSC is a
        corporation duly organized, validly existing and in good standing under the
        Laws
        of the State of Delaware. PSC has full organizational power and authority
        to
        execute and deliver this Agreement and to perform its obligations hereunder
        and
        to consummate the transactions contemplated hereby, including without
        limitation, the obligation to transfer the Metals Stock.
  2.2  Authority . The
        execution and delivery by PSC of this Agreement, and the performance by PSC
        of
        its obligations hereunder, have been duly and validly authorized by PSC’s board
        of directors and no other action on the part of PSC, its board of directors
        or
        stockholders is necessary for such execution, delivery or performance. This
        Agreement has been duly and validly executed and delivered by PSC and
        constitutes a legal, valid and binding obligation of PSC, enforceable against
        PSC in accordance with its terms.
  2.3  Title . The
        delivery of the Metals Stock and other instruments of transfer delivered
        by PSC
        to Buyer at the Closing will transfer to Buyer good and valid title to the
        Metals Stock owned by PSC immediately prior to the Closing (which Metals
        Stock
        represents all of the issued and outstanding shares of capital stock of the
        Corporation immediately prior to the Closing), free and clear of all
        Liens.
  2.4  No
        Conflicts . The
        execution and delivery by PSC of this Agreement do not, and the performance
        by
        PSC of its obligations under this Agreement and the consummation of the
        transactions contemplated hereby will not:
  (a)  conflict
        with or result in a violation or breach of any of the terms, conditions or
        provisions of the organizational documents of PSC or the
        Corporation;
  2
 (b)  conflict
        with or result in a violation or breach of any term or provision of any Law
        or
        Order applicable to PSC or the Corporation ; or
  (c)  (i)
        except as set forth on Schedule
        2.4 ,
        conflict with or result in a violation or breach of, (ii) constitute (with
        or
        without notice or lapse of time or both) a default under, (iii) require PSC
        or
        the Corporation to obtain any consent, approval or action of, make any filing
        with or give any notice to any Person, other than under the UBS Facility,
        as a
        result or under the terms of, (iv) result in or give to any Person any right
        of
        termination, cancellation, acceleration or modification in or with respect
        to,
        or (v) result in the creation or imposition of any Lien upon the Corporation
        or
        any of the Assets and Properties of the Corporation under, any Contract or
        License to which PSC or the Corporation is a party or by which any of the
        Corporation’s Assets and Properties are bound.
  2.5  Governmental
        Consents and Approvals . Except
        as set forth on Schedule
        2.5 ,
        no
        consent, authorization or approval of, filing or registration with, or
        cooperation from, any Governmental Authority is necessary in connection with
        the
        execution, delivery and performance by PSC of this Agreement or the consummation
        of the transactions contemplated hereby.
  2.6  Working
        Capital Amount . As of
        the Closing Date, the Working Capital Amount, after excluding the $34,600,000
        debt obligation incurred under the UBS Facility in connection with the
        September, 2007 acquisition of Wimco Operating Company, Inc. and certain
        of its
        Affiliates, shall be at least $135,000,000.
  2.7  Brokers . Neither
        PSC nor the Corporation has used any broker or finder in connection with
        the
        transactions contemplated hereby, and neither Buyer nor any Affiliate of
        Buyer
        has or shall have any liability or otherwise suffer or incur any Loss as
        a
        result of or in connection with any brokerage or finder’s fee or other
        commission of any Person retained or purporting to be retained by PSC or
        by the
        Corporation in connection with any of the transactions contemplated by this
        Agreement.
  2.8  Accuracy
        of Statements .
  Neither
        this Agreement nor any schedule, exhibit, statement, list, document, certificate
        or other information furnished or to be furnished by or on behalf of PSC
        to
        Buyer or any representative or Affiliate of Buyer in connection with this
        Agreement or any of the transactions contemplated hereby contains or will
        contain any untrue statement of a material fact or omits or will omit to
        state a
        material fact necessary to make the statements contained herein or therein,
        in
        light of the circumstances in which they are made, not misleading.
  3
 **ARTICLE
        III**
  **REPRESENTATIONS
        AND WARRANTIES OF PSC RELATING TO THE CORPORATION AND ITS
        SUBSIDIARIES**
  As
        an
        inducement to Buyer and IEH to enter into this Agreement, PSC hereby makes
        the
        following representations and warranties to Buyer and IEH, except as set
        forth
        in the Disclosure Schedule attached to this Agreement (it being agreed that
        any
        exceptions to such representations and warranties shall clearly identify
        the
        sections of this Agreement to which they apply).
  3.1  Due
        Organization; Authority .
  (a)  Each
        of
        the Corporation and the Subsidiaries is duly organized and validly existing
        under the laws of its jurisdiction of incorporation or organization, as the
        case
        may be, with all requisite power and authority to own, lease and operate
        its
        properties and to carry on its business as they are now being owned, leased,
        operated and conducted. Each of the Corporation and the Subsidiaries is licensed
        or qualified to do business and is in good standing (where the concept of
“good
        standing” is applicable) as a foreign corporation in each jurisdiction where the
        nature of the properties owned, leased or operated by it and the business
        transacted by it require such licensing or qualification.
  (b)  PSC
        has
        delivered to Buyer true, correct and complete copies of the organizational
        documents of the Corporation, which organizational documents are in full
        force
        and effect.
  (c)  The
        Corporation’s board of directors has duly authorized and approved this Agreement
        and, this Agreement has been duly authorized by the Corporation by all necessary
        corporate action.
  3.2  Capitalization .
  (a)  The
        authorized capital stock of the Corporation consists of 100 shares of common
        stock, of which one (1) share of common stock (constituting all of the shares
        of
        capital stock of the Corporation) is issued and outstanding as of the date
        hereof and represent all of the shares of the Corporation’s capital stock issued
        and outstanding. All of the shares of Metals Stock have been duly authorized
        and
        are validly issued, fully paid and nonassessable.
  (b)  PSC
        owns
        the Metals Stock of record and beneficially, free and clear of all Liens,
        other
        than Liens securing the UBS Facility. No Person holds any option, warrant,
        convertible security or other right to acquire any capital stock or other
        securities of the Corporation. There are no obligations, contingent or
        otherwise, of the Corporation to repurchase, redeem or otherwise acquire
        any
        ownership interests of the Corporation or to provide funds to or make any
        material investment (in the form of a loan, capital contribution or otherwise)
        in any Person .
  3.3  Subsidiaries . Except
        as disclosed on Schedule
        3.3 ,
        all of
        the Subsidiaries are directly or indirectly wholly owned by the
        Corporation.
  4
 3.4  Financial
        Statements .
  (a)  PSC
        has
        delivered to Buyer true, correct and complete copies of the Audited Financial
        Statements. The Audited Financial Statements have been prepared in accordance
        with GAAP consistently applied and present fairly the financial position,
        assets, liabilities and retained earnings of the respective companies as
        of the
        dates thereof and the revenues, expenses, results of operations, and cash
        flows
        of the respective companies for the periods covered thereby. The Audited
        Financial Statements are in accordance with the books and records of the
        respective companies, and do not reflect any transactions which are not bona
        fide transactions and do not contain any untrue statement of a material fact
        (whether or not required to be disclosed under GAAP) or omit to state any
        material fact necessary to make the statements contained therein, in light
        of
        the circumstances in which they were made, not misleading.
  (b)  PSC
        has
        delivered to Buyer true and complete copies of the Interim Financial Statements.
        The Interim Financial Statements present fairly the financial position, assets,
        liabilities and retained earnings of the respective companies as of the dates
        thereof and the revenues, expenses, results of operations, and cash flows
        of the
        respective companies for the periods covered thereby. The Interim Financial
        Statements are in accordance with the books and records of the respective
        companies, and do not reflect any transactions which are not bona fide
        transactions and do not contain any untrue statement of a material fact (whether
        or not required to be disclosed under GAAP) or omit to state any material
        fact
        necessary to make the statements contained therein, in light of the
        circumstances in which they were made, not misleading.
  3.5  Governmental
        Approvals; No Violations .
        Other
        than (i) the filings and/or notices under the Hart-Scott-Rodino Antitrust
        Improvements Act of 1976, as amended, if required, (ii) compliance with any
        applicable foreign or state securities or blue sky laws, (iii) the filings
        or
        notices that are required and customary pursuant to any state environmental
        transfer statutes (collectively, clauses (i) through (iii), the “ Governmental
        Approvals ”),
        (iv)
        a consent under the UBS Facility and (v) those consents and approvals of
        third
        Persons set forth on Schedule
        3.5 ,
        no
        notices, reports or other filings are required to be made by the Corporation
        with, nor are any consents, registrations, approvals, permits or authorizations
        required to be obtained by the Corporation from, any Governmental or Regulatory
        Authority or any other Person in connection with the execution, delivery
        and
        performance of this Agreement by the Corporation and the consummation of
        the
        transactions contemplated hereby.
  3.6  No
        Adverse Effects or Changes . Except
        as set forth on Schedule
        3.6 ,
        since
        August 31, 2007, (i) the Subsidiaries and the Corporation, taken as a whole,
        have not suffered any Material Adverse Effect; (ii) there has been no change,
        event, development, damage or circumstance affecting the Subsidiaries and
        the
        Corporation, taken as a whole, that, individually or in the aggregate could
        reasonably be expected to have a Material Adverse Effect on the Subsidiaries
        and
        the Corporation, taken as a whole; (iii) there has not been any material
        change
        by the Corporation in its accounting methods, principles or practices, or
        any
        material revaluation by the Corporation of any of its assets, including material
        writing down the value of inventory or material writing off notes or accounts
        receivable; (iv) neither the Corporation, the Subsidiaries nor any of their
        officers or directors in their representative capacities on behalf of the
        Corporation or Subsidiaries, as the case may be, has taken any action that,
        had
        such action been taken following the date hereof without IEH’s approval, would
        breach Section 6.1(b), and (v) each of the Corporation and the Subsidiaries
        has
        conducted its business only in the ordinary course of business consistent
        with
        past practice, except for the conversion through merger, conversion or otherwise
        of some or all of the Subsidiaries from being corporate entities to becoming
        limited liability companies.
  5
 3.7  Title
        to Properties . Each of
        the Corporation and the Subsidiaries has good and marketable title to, and
        each
        of them is the lawful owner of, all of their respective tangible and intangible
        assets, properties and rights used in connection with their respective business
        and all of their respective tangible and intangible assets, properties and
        rights reflected in the Financial Statements, except for changes accruing
        in the
        ordinary course of business that would not, individually or in the aggregate,
        adversely affect the ability of the Subsidiaries and the Corporation, taken
        as a
        whole, to conduct their business in the ordinary course, consistent with
        past
        practice.
  3.8  Tax . Except
        as set forth on Schedule
        3.8 :
  (a)  The
        Corporation and each Subsidiary has duly and timely filed with the appropriate
        taxing authorities all material federal, state and local income Tax Returns
        and
        all other material Tax Returns required to be filed through the date hereof
        and
        will duly and timely file any such returns required to be filed on or prior
        to
        the Closing. Such Tax Returns and other information filed are (and, to the
        extent they will be filed prior to the Closing, will be) complete and accurate
        in all material respects. Neither the Corporation nor any Subsidiary has
        pending
        any request for an extension of time within which to file federal, state
        or
        local income Tax Returns.
  (b)  None
        of
        the Corporation, any Subsidiary, Buyer or any direct or indirect Subsidiary
        of
        IEH is or will be liable for any Pre-Closing Taxes, except for Pre-Closing
        Taxes
        (other than income Taxes) shown as due and payable after the Closing on the
        Financial Statements.
  (c)  No
        federal, state, local or foreign audits or other administrative proceedings
        or
        court proceedings are presently pending with regard to any material Taxes
        or
        material Tax Returns of the Corporation or any Subsidiary. Neither the
        Corporation nor any Subsidiary has received a written notice of any such
        pending
        audits or proceedings. There are no outstanding waivers extending the statutory
        period of limitation relating to the payment of Taxes due from the Corporation
        or any Subsidiary.
  (d)  Neither
        the IRS nor any other taxing authority (whether domestic or foreign) has
        asserted in writing against the Corporation or any Subsidiary any material
        deficiency or material claim for Taxes in excess of the reserves established
        therefor.
  (e)  There
        are
        no Liens for Taxes upon any property or assets of the Corporation or any
        Subsidiary, except for Liens for Taxes not yet due and payable and Liens
        for
        Taxes that are being contested in good faith by appropriate proceedings as
        set
        forth on Schedule
        3.8(e) and as
        to which adequate reserves have been established in accordance with
        GAAP .
  6
 3.9  Employee
        Benefit Plans . Except
        as set forth on Schedule
        3.9 or in
        the Financial Statements or except for any of the following which does not
        increase any of the liabilities or obligations to which IEH is subject to
        as an
        Affiliate of the Corporation under ERISA:
  (a)  Except
        as
        accrued thereafter in accordance with the terms of the Plans as of the date
        hereof, neither the Corporation nor any of the Subsidiaries has incurred
        any
        material liability, and no event, transaction or condition has occurred or
        exists that could result in any material liability, on account of any Plans,
        including but not limited to liability for (i) additional contributions
        required to be made under the terms of any Plan or its related trust, insurance
        contract or other funding arrangement with respect to periods ending on or
        prior
        to the date hereof which are not reflected, reserved against or accrued in
        the
        Financial Statements; or (ii) breaches by the Corporation or any of the
        Subsidiaries or any of its respective employees, officers, directors,
        stockholders, or, to the Knowledge of PSC, the trustees under the trusts
        created
        under the Plans, or any other Persons under ERISA or any other applicable
        Law.
        Each of the Plans has been operated and administered in material compliance
        with
        its terms, all applicable Laws and, if applicable, collective bargaining
        agreements. Since the date of the Interim Financial Statements, neither the
        Corporation nor any of the Subsidiaries has communicated to any current or
        former director, officer, employee or consultant thereof any intention or
        commitment to amend or modify any Plan, or to establish or implement any
        other
        employee or retiree benefit or compensation plan or arrangement, which would
        materially increase the cost to the Corporation and the Subsidiaries, taken
        as a
        whole.
  (b)  Each
        Plan
        which is intended to be “qualified” within the meaning of Section 401(a) of the
        Code, and the trust (if any) forming a part thereof has received or requested
        a
        favorable determination letter or is covered by an opinion letter from the
        Internal Revenue Service and, to the Knowledge of PSC, no event has occurred
        and
        no condition exists which could reasonably be expected to result in the
        revocation of any such determination. All amendments and actions required
        to
        bring each Plan into conformity with the applicable provisions of ERISA,
        the
        Code, and any other applicable Laws have been made or taken.
  (c)  There
        are
        no pending or threatened claims by or on behalf of any participant in any
        of the
        Plans, or otherwise involving any such Plan or the assets of any Plan, other
        than routine claims for benefits in the ordinary course. The Plans are not
        presently under audit or examination (nor has notice been received of a
        potential audit or examination) by the IRS or the Department of
        Labor.
  (d)  None
        of
        the Plans provides benefits of any kind with respect to current or former
        employees, officers, or directors (or their beneficiaries) of the Corporation
        or
        any of the Subsidiaries beyond their retirement or other termination of
        employment, other than ( i )
        coverage for benefits mandated by Section 4980B of the Code, ( ii )
        death
        benefits or retirement benefits under an employee pension benefit plan (as
        defined by section 3(2) of ERISA), or ( iii )
        benefits, the full cost of which is borne by such current or former employees,
        officers, directors, or beneficiaries.
  (e)  No
        Plan
        sponsored by the Corporation is a “multiemployer plan” within the meaning of
        Section 4001(a)(3) of ERISA or a “multiple employer plan” as addressed in
        section 4063 or 4064 of ERISA. No Plan sponsored by the Corporation is subject
        to Title IV of ERISA.
  (f)  The
        consummation of the transactions contemplated by this Agreement will not
        (alone
        or in combination with any other event, including, without limitation, the
        passage of time) result in (i) any payment (including, without limitation,
        severance, unemployment compensation, golden parachute, bonus payments or
        otherwise) becoming due under any agreement or oral arrangement to any current
        or former director, officer, employee or consultant of the Corporation or
        any of
        the Subsidiaries, (ii) any increase in the amount of salary, wages or other
        benefits payable to any director, officer, employee or consultant of the
        Corporation or any of the Subsidiaries, or (iii) any acceleration of the
        vesting
        or timing of payment of any benefits or compensation (including, without
        limitation, any increased or accelerated funding obligation) payable to any
        director, officer, employee or consultant of the Corporation or any of the
        Subsidiaries.
  7
 **ARTICLE
        IV**
  **REPRESENTATIONS
        AND WARRANTIES OF THE CORPORATION**
  As
        an
        inducement to Buyer and IEH to enter into this Agreement, the Corporation
        hereby
        makes the following representations to Buyer and IEH, except as set forth
        in the
        Disclosure Schedule attached to this Agreement (it being agreed that any
        exceptions to such representations and warranties shall clearly identify
        the
        sections of this Agreement to which they apply).
  4.1  Litigation . Except
        as disclosed in the Financial Statements or on Schedule
        4.1 ,
        there
        are no actions, suits, arbitrations, regulatory proceedings or other litigation,
        proceedings or governmental investigations, with such exceptions as are,
        individually or in the aggregate, not material in nature or amount, pending
        or,
        to the Knowledge of PSC or the Corporation, threatened against or affecting
        the
        Corporation or any Subsidiary or any of their officers, directors, employees
        or
        agents in their capacity as such, or any of the Corporation’s or the
        Subsidiaries’ respective Assets and Properties or the respective businesses of
        the Corporation or the Subsidiaries, and to the Knowledge of PSC or the
        Corporation, there are no facts or circumstances which may give rise to any
        of
        the foregoing. Except as disclosed in the Financial Statements or on Schedule
        4.1 ,
        neither
        the Corporation nor any Subsidiary is subject to any order, judgment, decree,
        injunction, stipulation or consent order of or with any court or other
        Governmental Authority.
  4.2  Claims
        Against Officers and Directors . Except
        as set forth on Schedule
        4.2 ,
        there
        are no pending or, to the Knowledge of PSC or the Corporation, threatened
        claims
        against any current or former director, officer, employee or agent of the
        Corporation, any of its Subsidiaries or any other Person, which could give
        rise
        to any claim for indemnification against the Corporation or any of the
        Subsidiaries or cause the Corporation or any of the Subsidiaries to incur
        any
        material liability or otherwise suffer or incur any material Loss.
  4.3  Insurance .
  (a)  The
        Corporation and the Subsidiaries, as the case may be, maintain insurance
        policies that provide adequate and suitable insurance coverage for their
        respective businesses and are on such terms, cover such risks and are in
        such
        amounts as the insurance customarily carried by comparable companies of
        established reputation similarly situated and carrying on the same or similar
        business.
  8
 (b)  Prior
        to
        the date hereof, the Corporation has delivered to Buyer all insurance policies
        (including policies providing property, casualty, liability, workers’
compensation, and bond and surety arrangements, but excluding any policies
        where
        the principal insured is a Person that is not the Corporation or the
        Subsidiaries) under which the Corporation and the Subsidiaries are insured,
        or
        named insured or otherwise the principal beneficiaries of coverage. All such
        insurance policies are in full force and effect. Neither the Corporation
        nor any
        of the Subsidiaries has received notice of any refusal of coverage with respect
        to an existing policy. All premiums due under all such policies have been
        paid.
  4.4  Compliance
        with Law . Except
        as set forth in the Financial Statements or on Schedule
        4.4 ,
        each of
        the Corporation and the Subsidiaries is in material compliance and, at all
        times, has been in material compliance in all respects with all applicable
        Laws
        relating to each of them or their respective Assets and Properties or business.
        Except as disclosed in the Financial Statements or on Schedule
        4.4 ,
        no
        investigation or review by any Governmental or Regulatory Authority or
        self-regulatory authority is pending or, to the Knowledge of PSC or the
        Corporation, threatened, nor has any such authority indicated orally or in
        writing to PSC or the Corporation or any of the Subsidiaries an intention
        to
        conduct an investigation or review of the Corporation or any of the Subsidiaries
        or, with respect to the Corporation, any of the Subsidiaries or
        PSC.
  4.5  Undisclosed
        Liabilities . Except
        as disclosed in the Financial Statements or as set forth on Schedule
        4.5 ,
        neither
        the Corporation nor any of the Subsidiaries has any material liabilities
        or
        obligations of any nature, whether known or unknown, absolute, accrued,
        contingent or otherwise and whether due or to become due, other than liabilities
        and obligations incurred after August 31, 2007 in the ordinary course of
        business consistent with past practice (including as to amount and
        nature).
  4.6  Related
        Parties . Except
        (x) as set forth on Schedule
        4.6 or (y)
        as otherwise disclosed in the Financial Statements or (z) with respect to
        clauses (i) and (iv), any Contract, transaction or arrangement in connection
        with the acquisition of the Corporation and the Subsidiaries by Affiliates
        of
        Carl C. Icahn which was consummated on December 31, 2003, (i) no Affiliate
        (other than an Affiliate consisting of the Corporation or a Subsidiary) of
        the
        Corporation nor any of the Subsidiaries is a party to any Contract with the
        Corporation; (ii) no Affiliate (other than an Affiliate consisting of the
        Corporation or a Subsidiary) of the Corporation nor any of the Subsidiaries
        owes
        any material amount of money to, nor is such Affiliate owed any material
        amount
        of money by, the Corporation or any of the Subsidiaries, (iii) neither the
        Corporation nor any of the Subsidiaries has, directly or indirectly, guaranteed
        or assumed any indebtedness for borrowed money or otherwise for the benefit
        of
        an Affiliate (other than an Affiliate consisting of the Corporation or a
        Subsidiary) of the Corporation or any of the Subsidiaries; and (iv) since
        December 31, 2006, neither the Corporation nor any of the Subsidiaries has
        made
        any material payment to, or engaged in any material transaction with, an
        Affiliate (other than an Affiliate consisting of the Corporation or a
        Subsidiary) of the Corporation.
  9
 4.7  Intellectual
        Property .
  (a)  Each
        of
        the Corporation and the Subsidiaries owns, or possesses adequate rights to
        use,
        all of its respective material patents, trade names, trademarks, copyrights,
        inventions, processes, designs, formulae, trade secrets, know-how and other
        intellectual property rights necessary for, used or held for use in the conduct
        of its business. All material intellectual property necessary for used or
        held
        for use in the conduct of the business of each of the Corporation or the
        Subsidiaries has been duly registered with, filed in or issued by the relevant
        filing offices, domestic or foreign, to the extent necessary or desirable
        to
        ensure full protection under any applicable Law, and such registrations,
        filings
        or issuances remain in full force and effect.
  (b)  To
        the
        Knowledge of the Corporation, the conduct of the business of each of the
        Corporation or the Subsidiaries does not infringe or otherwise conflict with
        any
        rights of any Person in respect of intellectual property rights. To the
        Knowledge of the Corporation, none of the intellectual property rights owned
        by
        each of the Corporation or the Subsidiaries is being infringed or otherwise,
        in
        any way, used or available for use by any Person without a license or permission
        from the Corporation or the applicable Subsidiary, as the case may be, and
        neither the Corporation nor any of the Subsidiaries has taken or omitted
        to take
        any action which would have the effect of waiving any of its rights thereunder.
        Neither the Corporation nor any of the Subsidiaries has received written
        notice
        of any claim of infringement or conflict by any third party in respect of
        any
        intellectual property used by the Corporation or any of the
        Subsidiaries.
  4.8  Environmental
        Matters . Except
        as set forth on Schedule
        4.8 or in
        the Financial Statements:
  (a)  Each
        of
        the Corporation and the Subsidiaries has obtained all material Environmental
        Permits that are required with respect to its respective Assets and Properties
        and businesses, either owned or leased;
  (b)  Each
        of
        the Corporation and the Subsidiaries and their respective Assets and Properties
        and businesses are, and, to the Knowledge of PSC and the Corporation, have
        been,
        since January 1, 2004, in compliance in all material respects with all terms
        and
        conditions of all applicable Environmental Laws and Environmental
        Permits;
  (c)  There
        are
        no Environmental Claims pending or, to the Knowledge of PSC or the Corporation,
        threatened against the Corporation or any of the Subsidiaries. Neither the
        Corporation nor any of the Subsidiaries has received any notice from any
        Person
        of any violation or liability arising under any Environmental Law or
        Environmental Permit in connection with their respective Assets and Properties,
        business or operations;
  10
 (d)  Neither
        the Corporation nor, to the Knowledge of PSC or the Corporation, any other
        Person has caused or taken any action that will result in any material
        liability, obligation or cost on the part of the Corporation or any of the
        Subsidiaries relating to (x) environmental conditions on, above, under or
        from
        any properties or assets currently or formerly owned, leased, operated or
        used
        by the Corporation or any of the Subsidiaries, other than those as to which
        reserves adequate for the payment in full to discharge such liabilities,
        obligations or costs have been established on the unaudited monthly balance
        sheet of the Corporation, dated as of August 31, 2007, or (y) the past or
        present use, management, transport, treatment, generation, storage, disposal,
        release or threatened release of Hazardous Materials;
  (e)  Neither
        the Corporation nor any of the Subsidiaries owns, leases or operates, or
        since
        January 1, 2004 has owned, leased or operated, any property listed on the
        National Priorities List pursuant to CERCLA or on the CERCLIS or on any other
        federal or state list as sites requiring investigation or cleanup;
  (f)  Neither
        the Corporation nor any of the Subsidiaries is transporting, has transported
        since January 1, 2004, or is arranging for the transportation of, any Hazardous
        Material to any location which is listed on the National Priorities List
        pursuant to CERCLA, on CERCLIS, or on any similar federal or state list or
        which
        is the subject of federal, state or local enforcement actions or other
        investigations that may lead to material claims against the Corporation or
        any
        of the Subsidiaries for investigative or remedial work, damage to natural
        resources, property damage or personal injury including claims under
        CERCLA;
  (g)  There
        are
        no sites, locations or operations at which either the Corporation or any
        of the
        Subsidiaries is currently undertaking, or has completed, any investigative,
        remedial, response or corrective action as required by Environmental
        Laws;
  (h)  There
        are
        no physical or environmental conditions existing on any property owned or
        leased
        by either the Corporation or any of the Subsidiaries resulting from its
        operations or activities, past or present, at any location, that would give
        rise
        to any material on-site or off-site investigative or remedial obligations
        or any
        corrective action under any applicable Environmental Laws, other than those
        as
        to which reserves adequate for the payment in full to perform such obligations
        or corrective actions have been established on the unaudited monthly balance
        sheet of the Corporation dated as of August 31, 2007; and
  (i)  PSC
        has
        caused the Corporation to provide to Buyer all material environmental site
        assessments, audits, investigations and studies in the Corporation’s or any of
        the Subsidiaries possession, custody or control.
  4.9  Employees,
        Labor Matters, etc . Except
        as set forth in the Financial Statements or Schedule
        4.9 ,
        neither
        the Corporation nor any of the Subsidiaries is a party to or bound by, and
        none
        of its respective employees is subject to, any collective bargaining agreement,
        and there are no labor unions or other organizations representing, to the
        Knowledge of the Corporation or any of the Subsidiaries, purporting to represent
        or attempting to represent any employees employed by the Corporation or any
        of
        the Subsidiaries. There has not occurred or been threatened any material
        strike,
        slow down, picketing, work stoppage, concerted refusal to work overtime,
        or
        other similar labor activity with respect to any employees of the Corporation
        or
        any of the Subsidiaries. There are no material labor disputes currently subject
        to any grievance procedure, arbitration or litigation, and there is no
        representation petition pending, or to the Knowledge of PSC or the Corporation,
        threatened with respect to any material number of the employees of the
        Corporation or any of the Subsidiaries. Each of the Corporation and the
        Subsidiaries has complied with all applicable Laws pertaining to the employment
        or termination of employment of their respective employees, including, without
        limitation, all such Laws relating to labor relations, equal employment
        opportunities, fair employment practices, prohibited discrimination or
        distinction and other similar employment activities, except for any failure
        to
        comply that, individually and in the aggregate, is not reasonably likely
        to
        result in any Material Adverse Effect on the Corporation and its Subsidiaries,
        taken as a whole.
  11
 4.10  Real
        Property . Except
        as set forth on Schedule
        4.10 ,
        (a)
        each of the Corporation and the Subsidiaries has Good and Defensible Title
        to,
        or a valid and subsisting leasehold estate, or easement, in each of their
        respective parcels of real property, leases in real property, or other interests
        in real property (collectively, the “ Real
        Property ”),
        free
        and clear of all Liens other than Permitted Encumbrances, and (b) all of
        the
        real property leases that constitute Real Property are valid, binding, and
        enforceable in accordance with their terms, and are in full force and
        effect.
  4.11  Tangible
        Personal Property . Each of
        the Corporation and the Subsidiaries is in possession of and has good title
        to,
        or has valid leasehold interests in or valid rights under contract to use,
        all
        of the real and personal property used or held for use in its business,
        including its interest in all improvements, goods and other personal property
        located on or used in connection with its Real Property (the “ Fixtures
        and Equipment ”).
        All
        the Fixtures and Equipment are in good working order and condition, ordinary
        wear and tear excepted, and their uses comply in all material respects with
        all
        applicable Laws. All of the Fixtures and Equipment are adequate for the uses
        to
        which they are being put and are sufficient for the conduct of the respective
        businesses of the Corporation and the Subsidiaries in the manner as conducted
        prior to the Closing. Each of the Corporation and the Subsidiaries owns all
        of
        its respective Fixtures and Equipment free and clear of all Liens except
        the
        Permitted Encumbrances.
  4.12  Contracts .
  (a)  Schedule
        4.12 contains
        a true and complete list of each of the following Contracts as of the date
        hereof:
  (i)  all
        Contracts providing for a commitment of employment by the Corporation or
        any of
        its Subsidiaries or consultation services for the Corporation or any of the
        Subsidiaries for a specified term and payments at any one time or in any
        one
        year in excess of $200,000;
  (ii)  all
        Contracts with any Person containing any provision or covenant prohibiting
        or
        materially limiting the ability of the Corporation or any of the Subsidiaries
        to
        engage in any business activity or compete with any Person;
  (iii)  all
        Contracts relating to any debt for borrowed money (other than trade payables)
        of
        the Corporation or any of the Subsidiaries in excess of $500,000 in principal
        amount per any such Contract;
  (iv)  all
        Contracts (other than this Agreement) providing for (i) the disposition or
        acquisition of any assets or properties that individually or in the aggregate
        are material to the business of the Corporation and the Subsidiaries, taken
        as a
        whole, or that contain continuing payment obligations (beyond customary
        indemnity provisions) of the Corporation or any of the Subsidiaries in excess
        of
        $1,000,000 in amount per year per any such Contract, or (ii) any merger or
        other
        similar business combination among the Corporation or any of the Subsidiaries
        and a Person that is not a Subsidiary;
  12
 (v)  all
        material Contracts (other than this Agreement) that prohibit or contain material
        restrictions on the ability of the Corporation or any of the Subsidiaries
        to
        incur indebtedness or incur or suffer to exist any Lien, to purchase or sell
        any
        assets, to change the lines of business in which it participates or engages
        or
        to engage in any merger or other business combination;
  (vi)  all
        Contracts establishing any joint venture, strategic alliance or other similar
        collaboration, other than dedicated scrap metal purchase Contracts entered
        into
        in the ordinary course of business;
  (vii)  all
        Contracts with any Person obligating the Corporation or any of the Subsidiaries
        to guarantee or otherwise become directly or indirectly obligated with respect
        to any debt for borrowed money (other than any such debt incurred in the
        ordinary course of business) of the Corporation or any of the Subsidiaries
        in
        excess of $1,000,000 in principal amount per any such Contract;
  (viii)  all
        Contracts for the leasing of real property by the Corporation or any of the
        Subsidiaries providing for a lease payment in excess of $1,000,000 in amount
        per
        year per any such Contract and setting forth the address, landlord and tenant
        for each lease; and
  (ix)  all
        other
        Contracts that (i) involve the payment, pursuant to the terms of any such
        Contract, by the Corporation or any of the Subsidiaries of more than $1,000,000
        annually per any such Contract, or (ii) cannot be terminated within 90 days
        after giving notice of termination without resulting in a cost or penalty
        to the
        Corporation exceeding $200,000.
  (b)  Prior
        to
        the date hereof, true, correct and complete copies of each Contract required
        to
        be disclosed in Schedule
        4.12 have
        been delivered to, or made available for inspection by, Buyer. Each such
        Contract is in full force and effect and constitutes a legal, valid and binding
        agreement, enforceable in accordance with its terms, of the Corporation or
        any
        of the Subsidiaries, as the case may be, and, of each other party thereto;
        and
        neither the Corporation nor any of the Subsidiaries nor, to the Knowledge
        of the
        Corporation or any of the Subsidiaries, any other party to such Contract,
        is in
        violation or breach of or default under any such Contract (or with notice
        or
        lapse of time or both, would be in violation or breach of or default under
        any
        such Contract). All conditions necessary to maintain these Contracts in force
        have been duly performed.
  4.13  Licenses .  Each
        of
        the Corporation and the Subsidiaries has all material Licenses necessary
        for,
        used or held for use in the conduct of its businesses.
  4.14  Accuracy
        of Statements . Neither
        this Agreement nor any schedule, exhibit, statement, list, document, certificate
        or other information furnished or to be furnished by or on behalf of the
        Corporation to Buyer or any representative or Affiliate of Buyer in connection
        with this Agreement or any of the transactions contemplated hereby contains
        or
        will contain any untrue statement of a material fact or omits or will omit
        to
        state a material fact necessary to make the statements contained herein or
        therein, in light of the circumstances in which they are made, not
        misleading
  13
 **ARTICLE
        V**
  **REPRESENTATIONS
        AND WARRANTIES OF BUYER AND IEH**
  Buyer
        and
        IEH hereby represent and warrant to PSC as follows:
  5.1  Organization
        of Buyer and IEH . Buyer is
        a limited liability company duly formed, validly existing and in good standing
        under the Laws of the State of Delaware. IEH is a limited partnership duly
        formed, validly existing and in good standing under the Laws of the State
        of
        Delaware. Each of IEH and Buyer has full organizational power and authority
        to
        execute and deliver this Agreement and to perform its respective obligations
        hereunder and to consummate the transactions contemplated hereby, including
        without limitation, the obligation of Buyer to merge with the Corporation
        pursuant to this Agreement.
  5.2  Authority . The
        execution and delivery by each of Buyer and IEH of this Agreement, and the
        performance by each of Buyer and IEH of its respective obligations hereunder,
        have been duly and validly authorized and, no other action on the part of
        Buyer
        or IEH or IEH’s general partner is necessary. This Agreement has been duly and
        validly executed and delivered by each of Buyer and IEH and constitutes a
        legal,
        valid and binding obligation of each of Buyer and IEH enforceable against
        each
        of Buyer and IEH in accordance with its terms.
  5.3  No
        Conflicts . The
        execution and delivery by each of Buyer and IEH of this Agreement do not,
        and
        the performance by each of Buyer and IEH of its respective obligations under
        this Agreement and the consummation of the transactions contemplated hereby,
        will not:
  (a)  conflict
        with, or result in a violation or breach of, any of the terms, conditions
        or
        provisions of the organizational documents of either Buyer or IEH;
  (b)  conflict
        with, or result in a violation or breach of, any term or provision of any
        Law or
        Order applicable to Buyer or IEH (other than such conflicts, violations or
        breaches which will not have a Material Adverse Effect on Buyer or IEH);
        or
  (c)  (i)
        conflict with, or result in a violation or breach of, (ii) constitute (with
        or
        without notice or lapse of time or both) a default under, (iii) require Buyer
        or
        IEH to obtain any consent, approval or action of, make any filing with or
        give
        any notice to any Person as a result or under the terms of, (iv) result in
        or
        give to any Person any right of termination, cancellation, acceleration or
        modification in or with respect to, or (v) result in the creation or imposition
        of any Lien upon Buyer or IEH or any of their respective Assets and Properties
        under, any Contract or License to which Buyer or IEH is a party or by which
        any
        of their respective Assets and Properties are bound.
  14
 5.4  Consents
        and Approvals . No
        consent, authorization or approval of, filing or registration with, or
        cooperation from, any Governmental Authority or any other Person not a party
        to
        this Agreement is necessary in connection with the execution, delivery and
        performance by each of Buyer and IEH of this Agreement or the consummation
        of
        the transactions contemplated hereby.
  5.5  Brokers . Neither
        Buyer nor IEH has used any broker or finder in connection with the transactions
        contemplated hereby, and neither PSC nor the Corporation has or shall have
        any
        liability or otherwise suffer or incur any Loss as a result of or in connection
        with any brokerage or finder’s fee or other commission of any Person retained or
        purporting to be retained by Buyer or by IEH in connection with any of the
        transactions contemplated by this Agreement.
  5.6  Financial
        Condition . Buyer
        owns all legal and beneficial equity interests in its Subsidiaries. Neither
        Buyer nor any of its subsidiaries has any material liabilities or obligations
        of
        any nature, whether known or unknown, absolute, accrued, contingent or otherwise
        and whether due or to become due, nor do any of them have any Indebtedness
        (as
        defined in the UBS Facility) other than of the type described by Section
        6.01(m)
        of the UBS Facility and clause (iii) of the definition of “Permitted
        Acquisition” in the UBS Facility. The assets and property of Buyer and its
        Subsidiaries are not subject to any Lien (as defined in the UBS Facility)
        other
        than of the type described under Section 6.02(k) of the UBS
        Facility.
  **ARTICLE
        VI**
  **COVENANTS**
  6.1  Maintenance
        of Business Prior to Closing .
  (a)  The
        Corporation shall, and PSC shall cause the Corporation from the date hereof
        through the Closing Date to:
  (i)  conduct
        its operations and business according to their usual, regular and ordinary
        course consistent with past practice;
  (ii)  use
        all
        commercially reasonable efforts to keep its business and properties
        substantially intact, including its present operation, physical facilities,
        working conditions, insurance policies, and relationships with lessors,
        licensors, suppliers, customers, employees;
  (iii)  maintain
        its corporate existence;
  (iv)  maintain
        its books and records and accounts in its usual, regular, and ordinary manner
        in
        compliance with all applicable laws and governmental orders;
  (v)  pay
        and
        discharge when due all taxes, assessments and governmental charges imposed
        upon
        it or any of its properties, or upon the income or project therefrom in the
        ordinary course of business consistent with past practice;
  15
 (vi)  promptly
        notify Buyer and IEH of any Material Adverse Change to the Corporation;
        and
  (vii)  permit
        representatives of Buyer and IEH to have full access at all reasonable times,
        and in a manner so as not to interfere with the normal business operations
        of
        the Corporation, to all premises, properties, personnel, books, records
        (including tax records), contracts, and documents of or pertaining to the
        Corporation.
  (b)  Without
        limiting the generality of the foregoing but subject to the exceptions set
        forth
        in clause (a) above, from the date hereof through the Closing, PSC shall
        not
        authorize or permit the Corporation directly or indirectly to do, or propose
        to
        do, and the Corporation shall not directly or indirectly do, or propose to
        do,
        any of the following without the prior written consent of IEH:
  (i)  engage
        in
        any transaction or take or omit to take any action that would result in a
        breach
        of any representation or warranty in Articles II, III or IV of this
        Agreement;
  (ii)  declare,
        set aside, or pay any dividend, other than intercompany dividends by a
        Subsidiary to the Corporation or to another Subsidiary;
  (iii)  declare
        or pay any increase in compensation to any officer, director, employee or
        agent
        of the Corporation or any Subsidiary, except in the ordinary course of business
        consistent with past practice;
  (iv)  enter
        into any Contract that, had it been in effect on the date hereof, would have
        been required to be listed on Schedule
        4.12 ,
        except
        for those Contracts entered into in the ordinary course of business consistent
        with past practice;
  (v)  permit,
        allow or suffer any of its properties, assets or rights to be subject to
        any
        Lien other than Permitted Encumbrances;
  (vi)  incur
        any
        long-term indebtedness, other than under the UBS Facility;
  (vii)  make
        any
        material capital expenditure or commitment, other than for emergency repairs
        or
        replacement, except for those capital expenditures or commitments made in
        the
        ordinary course of business consistent with past practice; or
  (viii)  other
        than with respect to UBS Facility, terminate, materially modify, assign,
        or
        materially amend any Contract required to be listed on Schedule
        4.12 ,
        except
        in the ordinary course of business consistent with past practice.
  16
 6.2  Efforts
        to Consummate Transaction .
  (a)  From
        the
        date hereof through the Closing Date, upon the terms and subject to the
        conditions set forth in this Agreement, each of the parties hereto shall
        use its
        commercially reasonable efforts to take, or cause to be taken, all actions,
        and
        to do, or cause to be done, and to assist and cooperate with the other parties
        in doing, all things necessary, proper or advisable under applicable Laws
        and
        regulations to consummate and make effective, in the most expeditious manner
        practicable, the transactions contemplated by this Agreement. The parties
        will
        use their commercially reasonable efforts and cooperate with one another
        (i) in
        promptly determining whether any filings are required to be made or consents,
        approvals, waivers, licenses, permits or authorizations are required to be
        obtained (or, which if not obtained, would result in a Material Adverse Effect
        on the Corporation or its Subsidiaries or an event of default, termination
        or
        acceleration of any agreement or any put right under any agreement) under
        any
        applicable Law or regulation or from any Governmental or Regulatory Authority
        or
        third parties, and (ii) in promptly making any such filings, in furnishing
        information required in connection therewith and in timely seeking to obtain
        any
        such consents, approvals, permits or authorizations. For purposes of this
        Section 6.2, PSC shall not be obligated to make, or cause to be made, any
        payment to any third party as a condition to obtaining such party’s consent or
        approval, other than for required filing fees.
  (b)  From
        the
        date hereof through the Closing Date, PSC shall give prompt written notice
        to
        Buyer and IEH of:  (i) any occurrence, or failure to occur, of any
        event whose occurrence or failure to occur would reasonably be expected to
        cause
        any representation or warranty of PSC or the Corporation contained in this
        Agreement, if made on or as of the date of such event or as of the Closing
        Date,
        to be untrue or inaccurate, except for changes permitted by this Agreement
        and
        except to the extent that any representation and warranty is made as of a
        specified date, in which case, such representation and warranty shall be
        true,
        complete and accurate as of such date; or (ii) any failure of PSC, the
        Corporation or any officer, general partner, director, employee, consultant
        or
        agent of PSC or the Corporation, to comply with or satisfy any covenant,
        condition or agreement to be complied with or satisfied by it or them under
        this
        Agreement; provided, however, that no such notification shall affect the
        representations or warranties of PSC or the conditions to the obligations
        of
        Buyer hereunder. From the date hereof through the Closing Date, each of Buyer
        and IEH shall give prompt written notice to PSC of:  (i) any
        occurrence, or failure to occur, of any event whose occurrence or failure
        to
        occur would reasonably be expected to cause any representation or warranty
        of
        Buyer or IEH contained in this Agreement, if made on or as of the date of
        such
        event or as of the Closing Date, to be untrue or inaccurate, except for changes
        permitted by this Agreement and except to the extent that any representation
        and
        warranty is made as of a specified date, in which case, such representation
        and
        warranty shall be true, complete and accurate as of such date; or (ii) any
        failure of Buyer or IEH or any officer, general partner, director, employee,
        consultant or agent of Buyer or IEH, to comply with or satisfy any covenant,
        condition or agreement to be complied with or satisfied by it or them under
        this
        Agreement; provided, however, that no such notification shall affect the
        representations or warranties of Buyer or IEH or the conditions to the
        obligations of PSC or the Corporation hereunder.
  17
 6.3  Tax
        Matters .
  (a)  Responsibility
        for Filing Income Tax Returns for Periods through the Closing
        Dat e.
        The
        common parent of the federal consolidated income Tax group of which PSC is
        a
        member (the “ Common
        Parent Group ”)
        shall
        include the income of the Corporation and its Subsidiaries on the Common
        Parent
        Group’s consolidated federal income Tax Return for all periods through the
        Closing Date and pay any federal income Taxes attributable to such income.
        For
        all taxable periods ending on or before the Closing Date, the Common Parent
        Group shall cause the Corporation and its Subsidiaries to join in the Common
        Parent Group’s consolidated federal income Tax Return and, in jurisdictions
        requiring separate reporting from the Common Parent Group, to file separate
        company state and local income tax returns. All such Tax Returns shall be
        prepared and filed in a manner consistent with prior practice, except as
        required by a change in applicable law. Buyer shall cause the Corporation
        and
        its Subsidiaries to furnish information to the Common Parent Group as reasonably
        requested by the Common Parent Group to allow the Common Parent Group to
        satisfy
        its obligations under this section in accordance with past custom and practice.
        Buyer shall cause the Corporation and its Subsidiaries to file income Tax
        Returns for all periods other than the periods ending on or before the Closing
        Date.
  (b)  Tax
        Sharing Agreements .
        PSC
        shall cause all tax sharing, allocation, indemnity or similar arrangements
        between the Corporation or any Subsidiary and any Affiliate to be terminated
        or
        modified so that after the Closing, neither the Corporation nor any Subsidiary
        shall be bound thereby or have any rights or liability thereunder.
  (c)  Transfer
        Taxes .
        All
        real property transfer or gains, sales, use, transfer, value added, stock
        transfer and stamp Taxes, and transfer, recording, registration and other
        fees
        and any similar Taxes that become payable in connection with the transactions
        contemplated by this Agreement (together with any related interest, penalties
        or
        additions to Tax) shall be borne equally between PSC and Buyer.
  (d)  Elections .
        PSC
        shall make any election requested by Buyer to enable the Buyer to receive,
        to
        the extent possible, for federal income tax purposes, a carryover basis equal
        to
        PSC’s basis in the Metals Stock as of the Closing Date as a result of the
        transactions contemplated by this Agreement.
  **ARTICLE
        VII**
  **CONDITIONS
        PRECEDENT TO OBLIGATIONS OF BUYER AND IEH**
  The
        obligations of Buyer and IEH under Article I of this Agreement are subject
        to
        the satisfaction, on or prior to the Closing Date, of each of the following
        conditions precedent:
  7.1  Warranties
        True as of Both Present Date and Closing Date . Each of
        the representations and warranties of PSC and of the Corporation contained
        herein shall have been accurate, true and correct on and as of the date of
        this
        Agreement, and shall also be accurate, true and correct in all material respects
        (except for the representations and warranties contained in Section 3.2,
        which
        shall be accurate, true and correct in all respects) on and as of the Closing
        Date with the same force and effect as though made by PSC and the Corporation
        as
        of the Closing Date.
  18
 7.2  Compliance
        by PSC and the Corporation . Each of
        PSC and the Corporation shall have duly performed and complied with all of
        its
        covenants, obligations and agreements contained in this Agreement to be
        performed and complied with by PSC or the Corporation, as the case may be,
        on or
        prior to the Closing Date.
  7.3  Certificates
        of PSC and the Corporation . Buyer
        shall have received (i) a certificate dated as of the Closing Date executed
        by
        an authorized officer of PSC certifying as to the fulfillment and satisfaction
        of the conditions set forth in Sections 7.1 and 7.2 and (ii) a certificate
        dated
        as of the Closing Date executed by an authorized officer of the Corporation
        certifying as to the fulfillment and satisfaction of the conditions set forth
        in
        Sections 7.1 and 7.2.
  7.4  No
        Material Adverse Change . No
        Material Adverse Change to the Corporation shall have occurred and no event
        shall have occurred which is reasonably likely to have a Material Adverse
        Effect
        on the Corporation and its Subsidiaries, taken as a whole.
  7.5  Actions
        or Proceedings . No
        action or proceeding by any Governmental Authority shall have been instituted
        or
        threatened, and no action or proceeding by other Person shall have been
        instituted, which (a) is reasonably likely to have a Material Adverse Effect
        on
        the Corporation and its Subsidiaries, taken as a whole, or (b) is reasonably
        likely to enjoin, restrain or prohibit, or is reasonably likely to result
        in
        substantial damages in respect of, any provision of this Agreement or the
        consummation of the transactions contemplated hereby.
  7.6  Conversion
        to Limited Liability Companies .   Each
        of
        those Subsidiaries listed on Schedule
        7.6 (the
“U.S. Subsidiaries”) shall have been converted (through statutory conversion,
        merger or otherwise) to limited liability companies.
  **ARTICLE
        VIII**
  **CONDITIONS
        PRECEDENT TO OBLIGATIONS OF PSC AND THE CORPORATION**
  The
        obligations of PSC and the Corporation under Article I of this Agreement
        are
        subject to the satisfaction, on or prior to the Closing Date, of each of
        the
        following conditions precedent:
  8.1  Warranties
        True as of Both Present Date and Closing Date . Each of
        the representations and warranties of Buyer and of IEH contained herein shall
        have been accurate, true and correct on and as of the date of this Agreement,
        and shall also be accurate, true and correct in all material respects on
        and as
        of the Closing Date with the same force and effect as though made by Buyer
        and
        IEH on and as of the Closing Date.
  8.2  Compliance
        by Buyer . Buyer
        and IEH shall have duly performed and complied with its respective covenants,
        obligations and agreements contained in this Agreement to be performed and
        complied with by Buyer or IEH, as the case may be, on or prior to the Closing
        Date.
  19
 8.3  Certificates
        of Buyer and IEH . PSC
        shall have received (i) a certificate dated as of the Closing Date executed
        by
        an authorized officer of Buyer certifying as to the fulfillment and satisfaction
        of the conditions set forth in Sections 8.1 and 8.2 and (ii) a certificate
        dated
        as of the Closing Date executed by a duly authorized officer of the general
        partner of IEH certifying as to the fulfillment and satisfaction of the
        conditions set forth in Sections 8.1 and 8.2.
  8.4  Actions
        or Proceedings . No
        action or proceeding by any Governmental Authority shall have been instituted
        or
        threatened, and no action or proceeding by other Person shall have been
        instituted, which (a) is reasonably likely to have a Material Adverse Effect
        on
        PSC or the Corporation and its Subsidiaries, taken as a whole, or (b) is
        reasonably likely to enjoin, restrain or prohibit, or is reasonably likely
        to
        result in substantial damages in respect of, any provision of this Agreement
        or
        the consummation of the transactions contemplated hereby.
  **ARTICLE
        IX**
  **TERMINATION**
  9.1  Termination . This
        Agreement may be terminated at any time on or prior to the Closing
        Date:
  (a)  By
        written notice of PSC or Buyer, if the Closing shall not have taken place
        on or
        before November 30, 2007; provided ,
        however, that the right to terminate this Agreement under this Section 9.1
        shall
        not be available to any party whose willful failure to fulfill any obligation
        under this Agreement has been the cause of or resulted in the failure of
        the
        Closing to occur on or before such date;
  (b)  By
        Buyer,
        if there shall have been a material breach of any covenant, representation
        or
        warranty or other agreement of PSC or the Corporation hereunder, and such
        breach
        shall not have been remedied within ten (10) Business Days after receipt
        by PSC
        or the Corporation, as the case may be, of notice in writing from Buyer
        specifying the breach and requesting such be remedied; or
  (c)  By
        PSC,
        if there shall have been a material breach of any covenant, representation
        or
        warranty or other agreement of Buyer or IEH hereunder, and such breach shall
        not
        have been remedied within ten (10) Business Days after receipt by Buyer or
        IEH,
        as the case may be, of notice in writing from PSC specifying the breach and
        requesting such be remedied.
  9.2  Effect
        of Termination . If this
        Agreement is terminated pursuant to Section 9.1 all obligations of the parties
        hereunder shall terminate, except for the obligations set forth in Article
        X and
        Article XII, which shall survive the termination of this Agreement, and except
        that no such termination shall relieve any party from liability for any prior
        willful breach of this Agreement.
  20
 **ARTICLE
        X**
  **INDEMNIFICATION**
  10.1  Indemnification
        by Arnos . Arnos
        agrees to indemnify Buyer, its Affiliates and their respective officers,
        directors, employees, independent contractors, stockholders, principals,
        partners, agents, or representatives (other than Carl Icahn and his Affiliates
        other than American Property Investors, Inc. and its controlled Affiliates
        (each
        an “ Indemnified
        Person ”
and
        collectively, the “ Indemnified
        Persons ”)
        against, and to hold each Indemnified Person harmless from, any and all (i)
        Losses incurred or suffered by any Indemnified Person relating to or arising
        out
        of or in connection with (a) any breach of or any inaccuracy in any
        representation or warranty made by PSC or the Corporation in this Agreement
        other than any breaches of or inaccuracies contained in any representation
        or
        warranty contained in Section 4.8 (for purposes of the representations and
        warranties contained in Section 3.8(b), the existence of any breach and the
        amount of any Taxes arising or resulting therefrom will be determined without
        regard to any disclosures by the Company or any Subsidiary set forth on Schedule
        3.8), or (b) any breach of or failure by PSC to perform any of its covenants
        or
        obligations set out or contemplated in this Agreement and (ii) Losses incurred
        or suffered by any Indemnified Person relating to or arising out of or in
        connection with any Environmental Claim to the extent that the same is based
        upon, or arises out of, any Pre-Closing Environmental Liabilities.
        Notwithstanding any provisions to the contrary contained herein, the aggregate
        liability of Arnos for any and all obligations under this Agreement shall
        in no
        event exceed the Purchase Price received by PSC.
  10.2  Claims . As
        promptly as is reasonably practicable after becoming aware of a claim for
        indemnification under this Agreement, the Indemnified Person shall promptly
        give
        notice to Arnos of such claim and the amount the Indemnified Person will
        be
        entitled to receive hereunder from Arnos; provided that the failure of the
        Indemnified Person to promptly give notice shall not relieve Arnos of its
        obligations except to the extent (if any) that Arnos shall have been prejudiced
        thereby. If Arnos does not object in writing to such indemnification claim
        within 30 days of receiving notice thereof, the Indemnified Person shall
        be
        entitled to recover, on the thirty-fifth day after such notice was given,
        from
        Arnos the amount of such claim, and no later objection by Arnos shall be
        permitted; if Arnos agrees that it has an indemnification obligation but
        objects
        that it is obligated to pay only a lesser amount, the Indemnified Person
        shall
        nevertheless be entitled to recover, on the thirty-fifth day after such notice
        was given, from Arnos the lesser amount, without prejudice to the Indemnified
        Person’s claim for the difference. In addition to the amounts recoverable by the
        Indemnified Person from Arnos pursuant to the foregoing provisions, the
        Indemnified Person shall also be entitled to recover from Arnos interest
        on such
        amounts at the rate of Two Times Prime from, and including, the thirty-fifth
        day
        after such notice of an indemnification claim is given to, but not including,
        the date such recovery is actually made by the Indemnified Person.
  21
 10.3  Notice
        of Third Party Claims; Assumption of Defense . The
        Indemnified Person shall give notice as promptly as is reasonably practicable
        to
        Arnos of the assertion of any claim, or the commencement of any suit, action
        or
        proceeding, by any Person not a party hereto (a “ Third
        Party Claim ”)
        in
        respect of which indemnity may be sought under this Agreement; provided that
        the
        failure of the Indemnified Person to promptly give notice shall not relieve
        Arnos of its obligations except to the extent (if any) that Arnos shall have
        been prejudiced thereby. Arnos may, at its own expense, participate in the
        defense of any Third Party Claim, suit, action or proceeding (a) upon
        notice to the Indemnified Person and (b) upon delivery by Arnos to the
        Indemnified Person a written agreement that the Indemnified Person is entitled
        to indemnification for all Losses arising out of such Third Party Claim,
        suit,
        action or proceeding and that Arnos shall be liable for the entire amount
        of any
        Loss, at any time during the course of any such Third Party Claim, suit,
        action
        or proceeding, assume the defense thereof; provided, however, that (i) Arnos’s
        counsel is reasonably satisfactory to the Indemnified Person, and (ii) Arnos
        shall thereafter consult with the Indemnified Person upon the Indemnified
        Person’s reasonable request for such consultation from time to time with respect
        to such Third Party Claim, suit, action or proceeding. If Arnos assumes such
        defense, the Indemnified Person shall have the right (but not the duty) to
        participate in the defense thereof and to employ counsel, at its own expense,
        separate from the counsel employed by Arnos. If, however, the Indemnified
        Person
        reasonably determines in its judgment that representation by Arnos’s counsel of
        both Arnos and the Indemnified Person would present such counsel with a conflict
        of interest, then such Indemnified Person may employ separate counsel to
        represent or defend it in any such Third Party Claim, action, suit or proceeding
        and Arnos shall pay all of the fees and disbursements in connection with
        the
        retention of such separate counsel. If Arnos fails to promptly notify the
        Indemnified Party that Arnos desires to defend the Third Party Claim pursuant,
        or if Arnos gives such notice but fails to prosecute vigorously and diligently
        or settle the Third Party Claim, then the Indemnified Party will have the
        right
        to defend, at the sole cost and expense of Arnos, the Third Party Claim by
        all
        appropriate proceedings, which proceedings will be prosecuted by the Indemnified
        Person in good faith or will be settled at the discretion of the Indemnified
        Person (with the consent of Arnos, which consent will not be unreasonably
        withheld). The Indemnified Person will have full control of such defense
        and
        proceedings, including any compromise or settlement thereof. Whether or not
        Arnos chooses to defend or prosecute any such Third Party Claim, suit, action
        or
        proceeding, all of the parties hereto shall cooperate in the defense or
        prosecution thereof .
  10.4  Settlement
        or Compromise . Any
        settlement or compromise made or caused to be made by the Indemnified Person
        or
        Arnos, of any claim, suit, action or proceeding shall also be binding upon
        Arnos
        or the Indemnified Person, as the case may be, in the same manner as if a
        final
        judgment or decree had been entered by a court of competent jurisdiction
        in the
        amount of such settlement or compromise thereof; provided, however, that
        no
        obligation, restriction or Loss shall be imposed on the Indemnified Person
        as a
        result of such settlement without its prior written consent. The Indemnified
        Person will give Arnos at least thirty (30) days notice of any proposed
        settlement or compromise of any Third Party Claim, suit, action or proceeding
        it
        is defending, during which time Arnos may reject such proposed settlement
        or
        compromise; provided, however, that from and after such rejection, Arnos
        shall
        be obligated to assume the defense of and full and complete liability and
        responsibility for such Third Party Claim, suit, action or proceeding and
        any
        and all Losses in connection therewith in excess of the amount of
        unindemnifiable Losses which the Indemnified Person would have been obligated
        to
        pay under the proposed settlement or compromise.
  22
 10.5  Failure
        of Arnos to Act . In the
        event that Arnos does not assume the defense of any Third Party Claim, suit,
        action or proceeding brought against an Indemnified Person, then any failure
        of
        the Indemnified Person to defend or to participate in the defense of any
        such
        Third Party Claim, suit, action or proceeding or to cause the same to be
        done,
        shall not relieve Arnos of any of its obligations under this
        Agreement.
  10.6  Tax
        Character . Arnos,
        PSC and Buyer agree that any payments pursuant to this Article X will be
        treated
        for federal and state income tax purposes as adjustments to the Purchase
        Price,
        and that they will report such payments on all Tax Returns consistently with
        such characterization.
  10.7  Sole
        and Exclusive Remedy . The
        indemnification remedy provided to the Indemnified Persons under this Article
        X
        shall be the sole and exclusive remedy to which the Buyer and each other
        Indemnified Person shall be entitled after the Closing for any breach of
        any
        representation or warranty or any covenant by PSC or the Corporation under
        this
        Agreement. The representations and warranties of PSC, the Corporation, Buyer
        and
        IEH contained in Articles II, III, IV and V of this Agreement may have been
        made
        for the purposes of allocating risks among the parties to this Agreement,
        and
        such representations and warranties shall not confer, and shall not be deemed
        to
        confer, any personal liability on any director, officer or employee of any
        party
        to this Agreement.
  **ARTICLE
        XI**
  **DEFINITIONS**
  11.1  Defined
        Terms . As used
        in this Agreement, the following defined terms have the meanings indicated
        below:
  “Affiliate”
        means, with respect to any specified Person, any other Person that, directly
        or
        indirectly, owns or controls, is under common ownership or control with,
        or is
        owned or controlled by, such specified Person.
  “Affiliated
        Group” shall mean an affiliated group of corporations within the meaning of
        Section 1504(a) of the Code, or any similar provision of state, local or
        foreign
        law, filing a consolidated, combined or unitary Tax Return of which PSC or
        any
        of its Affiliates is or was the common parent.
  “Agreement”
        has the meaning ascribed to it in the recitals.
  “Arnos”
        has the meaning ascribed to it in the recitals.
  “Assets
        and Properties” of any Person means all assets and properties of every kind,
        nature, character and description (whether real, personal or mixed, whether
        tangible or intangible, and wherever situated), including the goodwill related
        thereto, operated, owned or leased by such Person.
  “Audited
        Financial Statements” means the consolidated audited financial statements of the
        Corporation **** as
        of
        December 31, 2006 and December 31, 2005, consisting of the balance sheet
        at such
        date and the related statements of operations, statement of stockholders
        equity,
        and cash flows for the year then ended, each accompanied by the audit report
        of
        Grant Thornton LLP, independent public auditors with respect to the
        Corporation.
  23
 “Business
        Day” means any day of the year other than (i) any Saturday or Sunday or (ii) any
        other day on which commercial banks located in New York City are generally
        closed for business.
  “Business
        or Condition” of any Person means the business, condition (financial or
        otherwise), properties, assets or results of operations or prospects of such
        Person, taken as a whole.
  “Buyer”
        has the meaning ascribed to it in the recitals.
  “CERCLA”
        means the Comprehensive Environmental Response, Compensation and Liability
        Act
        of 1980, as amended, or any successor statutes and any regulations promulgated
        thereunder.
  “CERCLIS”
        means the Comprehensive Environmental Response, Compensation and Liability
        Information System List.
  “Closing”
        has the meaning ascribed to it in Section 1.3.
  “Closing
        Date” has the meaning ascribed to it in Section 1.3.
  “Code”
        means the Internal Revenue Code of 1986, as amended.
  “Common
        Parent Group” has the meaning ascribed to it in Section 6.3(a)
  “Contract”
        means any contract, lease, commitment, understanding, sales order, purchase
        order, agreement, indenture, mortgage, note, bond, right, warrant, instrument,
        plan, permit or license, whether written or oral, which is intended or purports
        to be binding and enforceable and to which either the Corporation or any
        of the
        Subsidiaries is a party.
  “control”
        (including the terms “controlled by” and “under common control with”) means the
        possession, directly or indirectly, of the power to direct or cause the
        direction of the management and policies of a Person, whether through the
        ownership of voting securities, by contract or otherwise.
  “Corporation”
        has the meaning ascribed to it in the recitals.
  “Disclosure
        Schedule” shall mean the Disclosure Schedule attached to this Agreement and
        incorporated herein by reference.
  “Dollars”
        or numbers proceeded by the symbol “$” means amounts in United States
        Dollars.
  “Environmental
        Claim” means any action, lawsuit, claim or proceeding (including, without
        limitations, actions, lawsuits, claims or proceedings by private individuals,
        Governmental or Regulatory Authorities and employees) arising under any
        Environmental Law. An Environmental Claim includes, but is not limited to,
        a
        common law action, as well as a proceeding to issue, modify or terminate
        an
        Environmental Permit.
  24
 “Environmental
        Law” means all applicable foreign, federal, state, district, and local civil and
        criminal laws (including common law), regulations, rules, ordinances, codes,
        decrees, judgments, injunctions, judicial or administrative orders, and
        contractual obligations relating to public health, welfare and the environment,
        or for the safety and health of employees or individuals, including, without
        limitation, those requirements relating to the storage, handling and use
        of
        chemicals and other Hazardous Materials, those relating to the generation,
        processing, treatment, storage, transport, investigation and remediation,
        or
        other management of waste materials of any kind, and those relating to the
        protection of environmentally sensitive species or areas. Environmental Laws
        include but are not limited to OSHA, CERCLA, the Clean Air Act, as amended,
        the
        Federal Water Pollution Control Act, as amended, the Rivers and Harbors Act
        of
        1899, as amended, the Safe Drinking Water Act, as amended, the Superfund
        Amendments and Reauthorization Act of 1986 (“SARA”), as amended, the Resource
        Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Hazardous and
        Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control
        Act, as amended, the Oil Pollution Act of 1990 (“OPA”), as amended, the
        Hazardous Materials Transportation Act, as amended, the Endangered Species
        Act
        of 1973, and the state analogs to these.
  “Environmental
        Permit” means any permit, license, approval, registration or other authorization
        required under any Environmental Law.
  “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.
  “Financial
        Statements” means the Audited Financial Statements and the Interim Financial
        Statements.
  “Fixtures
        and Equipment” has the meaning ascribed to it in Section 4.11.
  “GAAP”
        means U.S. generally accepted accounting principles at the time in
        effect.
  “Good
        and
        Defensible Title” means such right title and interest that is (a) evidenced by
        an instrument or instruments filed of record in accordance with the conveyance
        and recording laws of the applicable jurisdiction to the extent necessary
        to
        prevail against competing claims of bona fide purchasers for value without
        notice, and (b) subject to Permitted Encumbrances, free and clear of all
        Liens,
        claims, infringements, burdens and other defects.
  “Governmental
        Approvals” has the meaning ascribed to it in Section 3.5.
  “Governmental
        or Regulatory Authority” means any court, tribunal, arbitrator, authority,
        administrative or other agency, commission, authority, licensing board official
        or other instrumentality of the United States or any state, county, city
        or
        other political subdivision thereof, or of any foreign government having
        competent jurisdiction over the Business or Condition of any Person.
  25
 “Hazardous
        Material” means “hazardous substance” and “pollutant or contaminant,” as those
        terms are defined or used in Section 101 of CERCLA and any other substances
        or
        chemicals regulated because of their effect or potential effect on public
        health
        and the environment, or the health and safety of employees or individuals,
        including, without limitation, (i) petroleum, petroleum hydrocarbons, or
        any
        fraction or byproduct thereof, (ii) natural gas liquids, (iii) polychlorinated
        byphenyls in any form or condition, (iv) lead paint, (v) asbestos containing
        materials in any form or condition, (vi) urea formaldehyde, (vi) radioactive
        materials, including any naturally occurring radioactive material, and any
        source, special or byproduct material, and (vii) putrescible and infectious
        materials.
  “IEH”
has
        the meaning ascribed to it in the recitals.
  “Indemnified
        Person” or “Indemnified Persons” have the respective meanings ascribed to them
        in Section 9.1(a).
  “Intercompany
        Note” has the meaning ascribed to it in Section 1.4.
  “Interim
        Financial Statements” means the unaudited internal financial statements of the
        Corporation for the eight (8) months ended August 31, 2007, consisting of
        the
        balance sheet at such date and the related statements of operations for the
        period then ended.
  “Knowledge”
        or “knowledge” means, with respect to PSC and/or the Corporation, in each case
        the knowledge of any director, officer or senior executive of PSC or the
        Corporation.
  “Laws”
        means all laws, statutes, rules, regulations, ordinances and other
        pronouncements having the effect of law of the United States or any state,
        county, city or other political subdivision or of any Governmental or Regulatory
        Authority.
  “License”
        means licenses, permits, certificates of authority, authorizations, approvals,
        registrations, findings of suitability, variances, exemptions, certificates
        of
        occupancy, orders, franchises and similar consents granted or issued by any
        Governmental or Regulatory Authority.
  “Lien”
        means any mortgage, lien (except for any lien for Taxes not yet due and
        payable), charge, restriction, pledge, security interest, option, lease or
        sublease, claim, right of any third party, easement, encroachment, encumbrance
        or other adverse claim of any kind or description.
  “Loss”
or
        “Losses” means any and all liabilities, losses, costs, claims, obligations,
        damages (including consequential damages if and to the extent actually paid
        to a
        third party in connection with a Third Party Claim, amounts paid in settlement,
        and reasonable expenses of investigation, enforcement and collection), penalties
        and expenses (including attorneys’ and accountants’ fees and expenses and costs
        of investigation and litigation), whether absolute, accrued, conditional
        or
        otherwise.
  “Material
        Adverse Effect” or “Material Adverse Change,” as to any Person, means a material
        adverse change (or circumstance involving a prospective change) in the Business
        or Condition of such Person.
  “Metals
        Stock” has the meaning ascribed to it in the recitals.
  26
 “Order”
        means any writ, judgment, decree, injunction or similar order of any
        Governmental or Regulatory Authority (in each such case whether preliminary
        or
        final).
  “OSHA”
        means the Occupational Safety and Health Act, as amended, or any successor
        statute, and any regulations promulgated thereunder.
  “Permitted
        Encumbrances” means, as applicable,
  (a)  any
        liens
        for taxes and assessments not yet delinquent as of the Closing
        Date;
  (b)  any
        Liens
        or security interests created by law or reserved in leases attributable to
        any
        assets or property for royalty, bonus or rental, or created to secure compliance
        with the terms of any assets or property;
  (c)  any
        obligations or duties affecting any assets or property to any municipality
        or
        public authority with respect to any franchise, grant, license or permit,
        and
        all applicable Laws, rules and orders of any Governmental or Regulatory
        Authority;
  (d)  any
        (i)
        easements, rights-of-way, servitudes, permits, surface leases and other rights
        in respect of surface operations, pipelines, grazing, hunting, fishing, lodging,
        canals, ditches, reservoirs or the like, and (ii) easements for streets,
        alleys,
        highways, pipelines, telephone lines, power lines, railways and other similar
        rights-of-way attributable to any assets or property;
  (e)  encumbrances
        securing payments to mechanics and material men and encumbrances attributable
        to
        any assets or property securing payment of taxes or assessments that are,
        in
        either case, not yet delinquent or, if delinquent, are being contested in
        good
        faith in the normal course of business;
  (f)  Liens
        under the UBS Facility and the Permitted Liens (as defined under the UBS
        Facility); and
  (g)  Liens
        reflected on the UCC search results set forth in the Disclosure
        Schedule.
  “Person”
        means any natural person, corporation, limited liability company, general
        partnership, limited partnership, proprietorship, other business organization,
        trust, union, association or Governmental or Regulatory Authority.
  “Plans”
        shall mean all material pension and profit sharing, retirement and post
        retirement welfare benefit, health insurance benefit (medical, dental and
        vision), disability, life and accident insurance, sickness benefit, vacation,
        bonus, incentive, deferred compensation, workers compensation, stock purchase,
        stock option, phantom stock and other equity-based, severance, employment,
        change of control or fringe benefit plans, programs, arrangements or agreements,
        whether written or oral, including any employee benefit plans defined in
        Section
        3(3) of ERISA, maintained or contributed to by the Corporation or any of
        the
        Subsidiaries.
  27
 “Pre-Closing
        Environmental Liabilities” shall mean any and all liabilities, claims, demands,
        commitments or obligations of every kind and description arising under or
        pursuant to any Environmental Law and relating to the operation of the
        Corporation or the ownership or operation of the Real Property relating to
        actions occurring or conditions existing on or prior to the Closing
        Date.
  “Pre-Closing
        Tax Period” shall mean any tax period or portion thereof ending on or before the
        Closing Date.
  “Pre-Closing
        Taxes” shall mean Taxes (without duplication) (a) of the Corporation or any
        Subsidiary for all Pre-Closing Tax Periods, (b) of any member of an Affiliated
        Group of which the Corporation or any Subsidiary (or any predecessor of the
        Company or any Subsidiary) is or was a member on or prior to the Closing
        Date,
        including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor
        or successor thereof or any analogous or similar state, local or foreign law or
        regulation) that arose on or after January 1, 2004 or (c) of any Person imposed
        on the Company or any Subsidiary as a transferee or successor, by contract
        or
        pursuant to any law, rule or regulation, which Taxes relate to an event or
        transaction occurring on or before the Closing and during a period the
        Corporation or any Subsidiary was held or owned (directly or indirectly)
        by PSC
        or any of its Affiliates, (d) arising as a result of an inclusion in excess
        of
        $2,500,000 under Section 951(a) of the Code (or any similar provision of
        state
        or local law) attributable to (A) “subpart F income,” within the meaning of
        Section 952 of the Code (or any similar provision of state or local law),
        received or accrued by the any Subsidiary on or prior to the Closing Date
        or (B)
        the holding of “United States property,” within the meaning of Section 956 of
        the Code (or any similar provision of state or local law), by any Subsidiary
        on
        or prior to the Closing Date or (e) resulting from the sale of the Metals
        Stock
        or the other transactions contemplated by this Agreement occurring prior
        to the
        Closing or undertaken by the Corporation or any Subsidiary in connection
        with
        the sale of the Metals Stock or such transactions occurring prior to the Closing (but excluding any transfer Taxes payable
        by
        Buyer pursuant to Section 6.3(c)).
  “PSC”
has
        the meaning ascribed to it in the recitals.
  “Purchase
        Price” has the meaning ascribed to it in Section 1.2.
  “Real
        Property” has the meaning ascribed to it in Section 4.10.
  “Subsidiary”
        means ,
        with
        respect to any Person at any date, any corporation, limited or general
        partnership, limited liability company, trust, association or other entity
        ( i )
        the
        accounts of which would be consolidated with those of such Person in such
        Person’s consolidated financial statements if such financial statements were
        prepared in accordance with GAAP or ( ii )
        of
        which more than 50% of ( A )
        the
        outstanding capital stock having (in the absence of contingencies) ordinary
        voting power to elect a majority of the board of directors of such corporation,
        ( B )
        the
        interest in the capital or profits of such partnership or limited liability
        company or ( C )
        the
        beneficial interest in such trust or estate is, at the time of determination,
        owned or controlled directly or indirectly through one or more intermediaries,
        by such Person.
  28
 “Tax”
or
        “Taxes” means any and all taxes, charges, fees, levies, duties, liabilities,
        impositions or other assessments, including, without limitation, income,
        gross
        receipts, profits, excise, real or personal property, environmental, recapture,
        sales, use, value-added, withholding, social security, retirement, employment,
        unemployment, occupation, service, license, net worth, payroll, franchise,
        gains, stamp, transfer and recording taxes, fees and charges, imposed by
        a Tax
        Authority, whether computed on a separate, consolidated, unitary, combined
        or
        any other basis; and such term shall include any interest whether paid or
        received, fines, penalties or additional amounts attributable to, or imposed
        upon, or with respect to, any such taxes, charges, fees, levies, duties,
        liabilities, impositions or other assessments.
  “Tax
        Authority” means the U.S. Internal Revenue Service or any other taxing authority
        (whether domestic or foreign including, without limitation, any state, county,
        local or foreign government or any subdivision or taxing agency thereof
        (including a United States possession)).
  “Tax
        Return” means any report, return, document, declaration or other information or
        filing required to be supplied to any taxing authority or jurisdiction (foreign
        or domestic) with respect to Taxes, including attachments thereto and amendments
        thereof, and including, without limitation, information returns, any documents
        with respect to or accompanying payments of estimated Taxes, or with respect
        to
        or accompanying requests for the extension of time in which to file any such
        report, return, document, declaration or other information.
  “Third
        Party Claim” has the meaning ascribed to it in Section 10.3.
  “Two
        Times Prime” means two times the prime rate published by Citibank,
        N.A.
  “UBS
        Facility” means (i) that certain Credit Agreement dated as of December 30, 2004
        among PSC, certain of PSC’s Subsidiaries, UBS AG, Stamford Branch, as
        administrative agent, and the other agents and lenders party thereto and
        (ii)
        that certain Security Agreement dated as of December 30, 2004 among PSC,
        certain
        of PSC’s Subsidiaries, and UBS AG, Stamford Branch and Bank of America, N.A. as
        collateral agents.
  “U.S.
        Subsidiaries” has the meaning ascribed to it in Section 7.6.
  “Working
        Capital Amount” means the current assets of the Corporation and its Subsidiaries
        minus the current liabilities of the Corporation and its Subsidiaries (in
        each
        case as determined in accordance with GAAP, applied on a basis consistent
        with
        the Audited Financial Statements).
  **ARTICLE
        XII**
  **MISCELLANEOUS**
  12.1  Investigation . It shall
        be no defense to an action for breach of this Agreement that Buyer or its
        agents
        have (or have not) made investigations into the affairs of the Corporation
        or
        have knowledge of a misrepresentation or breach of warranty or that the
        Corporation or PSC could not have known of the misrepresentation or breach
        of
        warranty.
  29
 12.2  Survival
        of Representations and Warranties . The
        representations and warranties of the parties hereunder shall survive the
        Closing.
  12.3  Entire
        Agreement . This
        Agreement, including the schedules and exhibits hereto, which are incorporated
        herein and made an integrated part hereof, constitutes the entire agreement
        between the parties hereto and supersedes any and all prior discussions and
        agreements between the parties relating to the subject matter
        hereof.
  12.4  Waiver . Any term
        or condition of this Agreement may be waived at any time by the party that
        is
        entitled to the benefit thereof, but no such waiver shall be effective unless
        set forth in a written instrument duly executed by or on behalf of the party
        waiving such term or condition. No waiver by any party of any term or condition
        of this Agreement, in any one or more instances, shall be deemed to be or
        construed as a waiver of the same or any other term or condition of this
        Agreement on any future occasion. All remedies, either under this Agreement
        or
        by Law or otherwise afforded, will be cumulative and not
        alternative.
  12.5  Amendment . This
        Agreement may be amended, supplemented or modified only by a written instrument
        duly executed by or on behalf of each party hereto.
  12.6  No
        Third Party Beneficiary . The
        terms and provisions of this Agreement are intended solely for the benefit
        of
        each party hereto and their respective successors or permitted assigns, and
        it
        is not the intention of the parties to confer third party beneficiary rights
        upon any other Person, except that each Indemnified Person shall be a third
        party beneficiary of Article X.
  12.7  Assignment;
        Binding Effect . No party
        may assign this Agreement or any right, interest or obligation hereunder
        without
        the prior written consent of the other Parties. This Agreement is binding
        upon,
        inures to the benefit of and is enforceable by the parties hereto and their
        respective successors and assigns.
  12.8  Headings . The
        headings used in this Agreement have been inserted for convenience of reference
        only and do not define or limit the provisions hereof.
  12.9  Invalid
        Provisions . If any
        provision of this Agreement is held to be illegal, invalid or unenforceable
        under any present or future Law, and if the rights or obligations of any
        party
        hereto under this Agreement will not be materially and adversely affected
        thereby, (a) such provision will be fully severable, (b) this Agreement will
        be
        construed and enforced as if such illegal, invalid or unenforceable provision
        had never comprised a part hereof, and (c) the remaining provisions of this
        Agreement will remain in full force and effect and will not be affected by
        the
        illegal, invalid or unenforceable provision or by its severance
        herefrom.
  12.10  Governing
        Law . This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York without giving effect to the conflicts of laws principles
        thereof, except as to matters relating to the internal affairs of Buyer,
        IEH,
        PSC or the Corporation, which shall be governed by the respective law of
        their
        organization or incorporation, as the case may be.
  30
 12.11  Counterparts . This
        Agreement may be executed in any number of counterparts, each of which will
        be
        deemed an original, but all of which together will constitute one and the
        same
        instrument.
  12.12  Waiver
        of Jury Trial . EACH
        PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
        COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANY OTHER ARISING OUT OF OR IN
        ANY
        WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN
        CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS
        CONTEMPLATED HEREIN OR THEREIN. No party to this Agreement shall seek a jury
        trial in any lawsuit, proceeding, counterclaim, or any other litigation
        procedure based upon, or arising out of, this Agreement or any related
        instruments or the relationship between the parties. No party will seek to
        consolidate any such action in which a jury trial has been waived with any
        other
        action in which a jury trial cannot be or has not been waived. THE PROVISIONS
        OF
        THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE
        PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED
        WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION
        WILL
        NOT BE FULLY ENFORCED IN ALL INSTANCES.
  12.13  Consent
        to Jurisdiction . Each
        party irrevocably submits to the exclusive jurisdiction of any NY State Court
        in
        the County of New York or any courts of the United States of America located
        in
        the Southern District of New York, and each party hereby agrees that all
        suits,
        actions and proceedings brought by such party hereunder shall be brought
        in any
        such court. Each party irrevocably waives, to the fullest extent permitted
        by
        law, any objection which it may now or hereafter have to the laying of the
        venue
        of any such suit, action or proceeding brought in any such court, any claim
        that
        any such suit, action or proceeding brought in such a court has been brought
        in
        an inconvenient forum and the right to object, with respect to any such suit,
        action or proceeding brought in any such court, that such court does not
        have
        jurisdiction over such party or the other party. In any such suit, action
        or
        proceeding, each party waives, to the fullest extent it may effectively do
        so,
        personal service of any summons, complaint or other process and agrees that
        the
        service thereof may be made by any means permitted by Section 12.15 (other
        than
        facsimile transmission). Each party agrees that a final non-appealable judgment
        in any such suit, action or proceeding brought in such a court shall be
        conclusive and binding.
  12.14  Expenses . All
        expenses, costs and fees in connection with the transactions contemplated
        hereby
        (including fees and disbursements of counsel, consultants and accountants)
        incurred by (a) PSC shall be paid and borne exclusively by PSC, (b) Buyer
        shall be paid and borne exclusively by Buyer, (c) IEH shall be paid and borne
        exclusively by IEH, (d) Arnos shall be paid and borne exclusively by Arnos
        and
        (e) the Corporation shall be paid and borne exclusively by the Corporation.
        Notwithstanding the foregoing, if this Agreement is
        terminated prior to the Closing and such termination results from any breach
        by
        PSC, IEH or Buyer, as the case may be, of any representation, warranty or
        covenant by such party, then such breaching party shall reimburse the
        non-breaching party for all such expenses, fees and cash, including for all
        expenses, fees and cash incurred in connection with obtaining high yield
        or
        other financing.
  31
 12.15  Notices . All
        notices, request, demands and other communications hereunder shall be in
        writing
        and shall be delivered personally, by certified or registered mail, return
        receipt requested, and postage prepaid, by courier, or by facsimile
        transmission, addressed as follows:
  If
        to
        PSC:
 
 Philip
        Services Corporation
 5151
        San
        Felipe, Suite 1600
 Houston,
        TX 77056
 Attn:
 
 With
        a
        copy to:
 
 Icahn
        Associates Corp.
 767
        Fifth
        Avenue
 New
        York,
        NY 10153
 Attn:
        Jordan Bleznick
 
 If
        to the
        Corporation:
 
 PSC
        Metals, Inc.
 5875
        Landerbrook Drive, Suite 200
 Mayfield
        Heights, OH 44124
 Attn:
        Joseph King
 
 With
        a
        copy to:
 
 Icahn
        Associates Corp.
 767
        Fifth
        Avenue
 New
        York,
        NY 10153
 Attn:
        Jordan Bleznick
 
 If
        to
        Arnos:
 
 Arnos
        Corp.
 c/o
        American Casino & Entertainment Properties, LLC
 Finance
        Department
 2000
        Las
        Vegas Boulevard South
 Las
        Vegas, NV 89104
 Attn:
        Craig Pettit
 
 32
 If
        to
        Buyer or IEH:
 
 c/o
        Icahn
        Enterprises Holdings L.P.
 White
        Plains Plaza
 445
        Hamilton Avenue - Suite 1210
 White
        Plains, NY 10601
 
 With
        a
        copy to:
 
 Debevoise
        & Plimpton LLP
 919
        Third
        Avenue
 New
        York,
        NY 10022
 Attention:
        William D. Regner
 
 or
        to
        such other address as a party may from time to time designate in writing
        in
        accordance with this Section 12.15. Each notice or other communication given
        to
        any party hereto in accordance with the provisions of this Agreement shall
        be
        deemed to have been received (a) on the Business Day it is sent, if sent
        by
        personal delivery, (b) the earlier of receipt of three Business Days after
        having been sent by certified or registered mail, return receipt requested
        and
        postage prepaid, (c) on the Business Day it is sent, if sent by facsimile
        transmission and an activity report showing the correct facsimile number
        of the
        party on whom notice is served and the correct number of pages transmitted
        is
        obtained by the sender (provided, however, that such notice or other
        communication is also sent by some other means permitted by this Section
        12.15,
        or (d) on the first Business Day after sending, if sent by courier or overnight
        delivery.
  12.16  Further
        Assurances . Each of
        the parties hereto covenants and agrees that, from time to time subsequent
        to
        Closing, it will, at the request of the other party, execute and deliver
        all
        such documents, including, without limitation, all such additional conveyances,
        transfers, consents and other assurances and do all such other acts and things
        as such other party may from time to time request be executed or done in
        order
        to better evidence, perfect or effect any provision of this Agreement, or
        of any
        agreement or other document executed pursuant to this Agreement, or any of
        the
        respective obligations intended to be created hereby or thereby.
  **[Signature
        Page Follows]**
 33
  IN
        WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
        duly
        authorized officer of each party hereto as of the date first above
        written.
  **Arnos
                Corp.**By:Name:
                Title:
  **Philip
                Services Corporation**By:Name:
                Title:
  **PSC
                Metals
                Inc.**By:Name:
                Title:
  **Cloud
                Holding LLC**By:Name:
                Title:
  **Icahn Enterprises Holdings
                L.P.**By:
                American
                Property Investors, Inc., its general partnerBy:Name:
                Title:
 **[** Signature
        Page to the Philip Services Stock Purchase Agreement - PSC to IEH **]**
  34
 GUARANTY:
        The undersigned hereby guarantees the payment and performance by Buyer of
        all of
        its duties and obligations under this Agreement when due.
  **Icahn
                Enterprises Holdings L.P.**By:Name:
                Title:
   **[** Signature
        Page to the Philip Services Stock Purchase Agreement - PSC to IEH **]**
  
 35