Exhibit10.26*EXECUTION VERSION***NOTE PURCHASE AGREEMENT**     This Note Purchase Agreement (this “Agreement”) is entered into as of the 15th day of March,2007, by and between Wheeling-Pittsburgh Corporation, a Delaware corporation (the “Company”) andeach of the investors set forth on the signature pages hereto (each, an “Investor,” andcollectively, the “Investors”).     WHEREAS, the Company is offering, in compliance with Rule 506 of Regulation D of theSecurities Act of 1933, as amended (the “Securities Act”), to certain accredited investors in aprivate placement transaction, convertible notes in a series with an aggregate principal amount ofup to Fifty-Million Dollars ($50,000,000), substantially in the form attached hereto as ExhibitA (the “Notes”).     WHEREAS, on the terms and subject to the conditions set forth herein, each Investor desires topurchase a Note in the face principal amount set forth opposite Investor’s name on ExhibitB, which Notes shall be convertible into shares (subject to adjustment as set forth in theNotes, the “Conversion Shares,” and together with the Notes, the “Securities”) of the Company’scommon stock, par value $0.001 per share (the “Common Stock”) pursuant to the terms of the Notes.     WHEREAS, the Company desires to set forth the terms and conditions of and to provide for theissuance of the Notes described herein and with respect to certain registration rights relating tothe shares of Common Stock issuable upon conversion of the Notes, pursuant to their terms.     NOW, THEREFORE, for and in consideration of the mutual premises contained herein and for othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theCompany and the Investors hereby agree as follows:1) ISSUANCE OF THE CONVERTIBLE NOTES. Subject to the terms and conditions set forth in thisAgreement, the Company hereby agrees to sell to each Investor, and each Investor hereby agrees topurchase from the Company, the face principal amount of the Notes set forth opposite eachInvestor’s name on Exhibit B (the “Purchase Price”). The Note delivered to an Investorwill be delivered in the form of a single Note registered in the name of the Investor (or in thename of such nominee or in such other denominations as Investor may specify). The terms andconditions of the Notes are incorporated herein by reference.2) THE CLOSING. The purchase and sale of the Notes by the Company to the Investors and thedelivery of the Purchase Price to the Company (the “Closing”) will take place on the secondbusiness day following the satisfaction of all conditions precedent set forth in Section 7 hereof(or such other date as the Company and the Investors shall determine), at the offices of theCompany, 1134 Market Street, Wheeling, WV 26003. At the Closing, (a) each Investor shall pay ortender to the Company the applicable Purchase Price in immediately available funds by wire transferto the Company in accordance with the wiring instructions provided by the Company; and (b) theCompany shall issue and deliver to each Investor the Note(s) acquired hereunder by such Investor.
 

 
3) REPRESENTATIONS AND WARRANTIES OF INVESTORS. Each Investor represents and warrants individuallyand not jointly to the Company as of the date hereof as follows:          a) Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation Dpromulgated under the Securities Act.          b) The Notes are being acquired by Investor for investment purposes only, for Investor’s ownaccount and not with the view to any resale or distribution thereof, and Investor is notparticipating, directly or indirectly, in an underwriting of such Notes, and will not take, orcause to be taken, any action that would cause Investor to be deemed an “underwriter” of such Notesas defined in Section 2(11) of the Securities Act.          c) Investor acknowledges that Investor has been offered an opportunity to ask questions of,and receive answers from, the Company concerning the Company and Investor’s proposed purchase ofthe Notes, and that such Investor is satisfied with the Company’s response to any such requests.          d) Investor has such knowledge and experience in financial and business matters as to becapable of evaluating the merits and risks of an investment in the Notes, is able to bear suchrisks, and has obtained, in Investor’s judgment, sufficient information from the Company toevaluate the merits and risks of an investment in the Notes. Investor has evaluated the risks ofinvesting in the Company and has determined that the Notes are a suitable investment for Investor.          e) Investor has full power and authority to enter into this Agreement and to perform itsobligations hereunder.          f) All action on the part of Investor necessary for the authorization, execution and deliveryof this Agreement and for the performance of all obligations of Investor hereunder has been taken,including with respect to all required corporate or organizational grant of authority with respectto such Investors as are corporations or other forms of entity. This Agreement has been dulyexecuted and delivered by Investor and constitutes a valid and legally binding obligation ofInvestor, enforceable in accordance with its respective terms, subject to (i) the laws ofbankruptcy and the laws affecting creditors’ rights generally and (ii) the availability ofequitable remedies.          g) Investor is not relying on the Company with respect to tax and other investment advice inconnection with its decision to purchase the Notes. Investor acknowledges that it has been advisedby the Company to consult with its tax or financial consultants prior to entering into thisAgreement.4) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to theInvestors as of the date hereof as follows:          a) The Company is duly incorporated, validly existing and in good standing under the laws ofthe jurisdiction of its incorporation. The Company is duly qualified as a foreign corporation todo business and is in good standing in each jurisdiction in which its
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ownership or use of property or the nature of the business conducted by it makes suchqualification necessary, except where the failure to be so qualified or in good standing would nothave a material adverse effect on the business, operations, assets, financial condition orprospects of the Company (a “Material Adverse Effect”). The Company has full power and authority:(i) to own, lease, use and operate its properties; (ii) to carry on its business as presentlyoperated and conducted; and (iii) to enter into this Agreement and perform its obligationshereunder, including the issuance, sale and delivery of the Notes.          b) The execution and delivery of this Agreement and of the Notes by the Company and theconsummation by it of the transactions contemplated hereby (including without limitation, theissuance of the Securities) have been duly authorized by the Company’s Board of Directors and nofurther consent or authorization of the Company, its Board of Directors, or its stockholders isrequired. All action on the part of the Company necessary for the authorization, execution anddelivery of this Agreement and for the performance of all obligations of the Company hereunder hasbeen taken. This Agreement and the Notes have been duly executed and delivered by the Company andconstitute valid and legally binding obligations of the Company, enforceable in accordance withtheir respective terms, subject to (i) the laws of bankruptcy and the laws affecting creditors’rights generally and (ii) the availability of equitable remedies.          c) The authorized capital stock of the Company consists of 80,000,000 shares of Common Stockand 20,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”). At theclose of business on February 28, 2007, (i) 15,287,293 shares of Common Stock were issued andoutstanding (excluding shares of Common Stock held by the Company in its treasury), (ii) 6,666shares of Common Stock were held by the Company in its treasury, (iii) 940,566 shares of theCompany’s Common Stock were reserved for issuance under the Company’s 2003 Management StockIncentive Plan (of which 19,221 shares were subject to outstanding stock options and 318,310 shareswere subject to outstanding stock unit awards), (iv) 16,469 shares of Common Stock were reservedfor distribution to creditors pending resolution of certain disputed claims, and (v) no shares ofPreferred Stock were issued or outstanding or held in the Company’s treasury. All outstandingshares of Common Stock have been duly authorized and validly issued and are fully paid,nonassessable and free of preemptive rights. There are no anti-dilution or price adjustmentprovisions contained in any security issued and outstanding by the Company (or in any agreementproviding rights to security holders) that will be triggered by the issuance of the Securities.Except as may be described in any documents which have been publicly filed by any of the Company’sstockholders, to the Company’s knowledge, there are no agreements between the Company’sstockholders with respect to the voting or transfer of the Company’s capital stock or with respectto any other aspect of the Company’s affairs          d) The Company has timely filed and furnished all required reports, schedules, forms,prospectuses, and registration, proxy and other statements with the Securities and ExchangeCommission (“SEC”) since August 1, 2003 (collectively and together with all documents filed on avoluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto anddocuments incorporated by reference therein, the “SEC Documents”). As of their respectiveeffective dates (in the case of SEC Documents that are registration statements filed pursuant tothe requirements of the Securities Act) and as of their respective SEC filing
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dates (in the case of all other SEC Documents), each SEC Document complied in all materialrespects with the applicable requirements of the Securities Act or the Securities Exchange Act of1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, as applicable.Except to the extent that information contained in any SEC Document has been revised or supersededby a later-filed SEC Document or by information supplied to the Investors in writing by theCompany, none of the SEC Documents contains any untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary in order to make the statementstherein, in light of the circumstances under which they were made, not misleading.          e) The Conversion Shares to be issued upon conversion of the Notes, when issued in compliancewith the provisions of this Agreement and the Notes, will be validly issued and will be free of anyliens or encumbrances, except as provided under applicable securities laws.          f) The execution, delivery and performance of this Agreement and each of the documentscontemplated hereby, including the Notes, by the Company and the consummation by the Company of thetransactions contemplated hereby and thereby (including, without limitation, the issuance ofSecurities) will not (i) conflict with or result in a violation of any provision of the certificateof incorporation, as amended, of the Company or the bylaws, as amended, of the Company, (ii)violate or conflict with, or result in a breach of any provision of, or constitute a default (or anevent which with notice or lapse of time or both could become a default) under, or give to othersany rights of termination, amendment, acceleration or cancellation of, any material agreement,indenture, patent, patent license or instrument to which the Company is a party, or (iii) result ina violation of any federal, state, local, municipal, foreign, international, multinational or otherlaw, rule, regulation, order, judgment, decree, ordinance, policy or directive, including thoseentered, issued, made, rendered or required by any court, administrative or other governmentalbody, agency, or authority, or any arbitrator (collectively, “Legal Requirements”) (includingfederal and state securities laws and regulations (assuming the accuracy of the representations andwarranties of each Investor contained in Section 3(a) hereof) and regulations of anyself-regulatory organizations to which the Company or its securities are subject) applicable to theCompany or by which any property or asset of the Company is bound or affected (except for suchconflicts, defaults, terminations, amendments, accelerations, cancellations and violations as wouldnot, individually or in the aggregate, have a Material Adverse Effect). The Company is not inviolation of its certificate of incorporation, bylaws or other organizational documents and theCompany is not in default (and no event has occurred which with notice or lapse of time wouldresult in a default) under, and the Company has not taken any action or failed to take any actionthat would give to others any rights of termination, amendment, acceleration or cancellation of,any agreement or instrument to which the Company is a party or by which any property or assets ofthe Company is bound or affected, except for possible defaults as would not, individually or in theaggregate, have a Material Adverse Effect. Except with respect to any filings or notices relatedto the issuance of the Conversion Shares to be filed with Nasdaq, if any, and as required under theSecurities Act and any applicable state securities laws, the Company is not required to obtain anyconsent, authorization or order of, or make any filing or registration with, any court,governmental agency, regulatory agency, self regulatory organization or stock market or any thirdparty in order for it to execute, deliver or perform any of its obligations under this Agreement orthe
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Notes. All consents, authorizations, orders, filings and registrations that the Company isrequired to effect or obtain pursuant to the preceding sentence have been obtained or effected onor prior to the date hereof.          g) As of their respective dates, the financial statements of the Company included in the SECDocuments complied as to form in all material respects with applicable accounting requirements andthe published rules and regulations of the SEC with respect thereto. Such financial statementshave been prepared in accordance with United States generally accepted accounting principles,consistently applied, during the periods involved (except (i) as may be otherwise indicated in suchfinancial statements or the notes thereto, or (ii) in the case of unaudited interim statements, tothe extent they may not include footnotes, year end adjustments or may be condensed or summarystatements) and fairly present in all material respects the consolidated financial position of theCompany and its consolidated subsidiaries as of the dates thereof and the consolidated results oftheir operations and cash flows for the periods then ended (subject, in the case of unauditedstatements, to normal year-end audit adjustments). Except as set forth in the financial statementsof the Company included in the SEC Documents, the Company has no liabilities, contingent orotherwise, other than (i) liabilities incurred in the ordinary course of business subsequent toDecember 31, 2006, and (ii) obligations under contracts and commitments incurred in the ordinarycourse of business and not required under generally accepted accounting principles to be reflectedin such financial statements, which, individually or taken in the aggregate would not reasonably beexpected to have a Material Adverse Effect.          h) Except with respect to the transactions contemplated hereby and as set forth in the SECDocuments filed since such date, since December 31, 2005 (i) the Company and each of itssubsidiaries has conducted its business only in the ordinary course, consistent with past practice,and since that date, no changes have occurred which would reasonably be expected to have a MaterialAdverse Effect; and (ii) the Company has not incurred any liabilities (contingent or otherwise)other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinarycourse of business consistent with past practice and (B) liabilities not required to be reflectedon the Company’s financial statements pursuant to generally accepted accounting principles,consistently applied or required to be disclosed in filings made with the SEC.          i) There is no Action (as defined below) pending or, to the knowledge of the Company,threatened against or affecting the Company or any of its subsidiaries that (i) adversely affectsor challenges the legality, validity or enforceability of this Agreement, or (ii) would, if therewere an unfavorable decision, have or reasonably be expected to have a Material Adverse Effect.Neither the Company nor any of its subsidiaries, nor any director or officer thereof (in his or hercapacity as such), is or has been the subject of any Action involving a claim of violation of orliability under federal or state securities laws or a claim of breach of fiduciary duty. There hasnot been, and to the knowledge of the Company, there is not pending any investigation by the SECinvolving the Company or any current or former director or officer of the Company (in his or hercapacity as such). For purposes of this Agreement, “Action” shall mean any action, suit claim,inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) orinvestigation against or affecting the Company, any of its
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subsidiaries or any of their respective properties before or by any court, arbitrator,governmental or administrative agency, regulatory authority (federal, state, county, local orforeign), public board, stock market, stock exchange or trading facility.          j) The Company and each of its subsidiaries is in possession of all franchises, grants,authorizations, licenses, permits, easements, variances, exemptions, consents, certificates,approvals and orders necessary to own, lease and operate its properties and to carry on itsbusiness as it is now being conducted (collectively, “Permits”), and there is no Action pending or,to the knowledge of the Company, threatened regarding suspension or cancellation of any of thePermits. Neither the Company nor any of its subsidiaries is in conflict with, or in default orviolation of, any of the Permits, except for any such conflicts, defaults or violations which,individually or in the aggregate, would not reasonably be expected to have a Material AdverseEffect.          k) Since December 31, 2005, no event has occurred or, to the knowledge of the Company,circumstance exists that (with or without notice or lapse of time): (a) would reasonably beexpected to constitute or result in a violation by the Company or any of its subsidiaries, or afailure on the part of the Company or its subsidiaries to comply with, any Legal Requirement; or(b) would reasonably be expected to give rise to any obligation on the part of the Company or anyof its subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial actionof any nature in connection with a failure to comply with any Legal Requirement, except in eithercase that would not reasonably be expected to have a Material Adverse Effect. Neither the Companynor any of its subsidiaries has received any notice or other communication from any regulatoryauthority or any other person, nor does the Company have any knowledge regarding: (x) any actual,alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or(y) any actual, alleged, possible or potential obligation on the part of the Company or any of itssubsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of anynature in connection with a failure to comply with any Legal Requirement, except in either casethat would not reasonably be expected to have a Material Adverse Effect.          l) The Company is in compliance in all material respects with the provisions of theSarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are applicableto it and has taken reasonable steps such that the Company expects to be in a position to complywith the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules andregulations promulgated thereunder at such time as Section 404 becomes applicable to the Company.          m) The Company is, and has reason to believe that for the foreseeable future it will continueto be, in compliance with all applicable rules of the Nasdaq Global Market. The Company has notreceived notice from Nasdaq that the Company is not in compliance with the rules or requirementsthereof. The issuance and sale of the Securities under this Agreement does not contravene therules and regulations of the Nasdaq Global Market, and no approval of the stockholders of theCompany is required for the Company to issue the Securities as contemplated by this Agreement
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          n) The Company understands and confirms that the Investors will rely on the representationsand covenants contained herein in effecting the transactions contemplated by this Agreement and theNotes. All representations and warranties provided to the Investors furnished by or on behalf ofthe Company, taken as a whole are true and correct and do not contain any untrue statement ofmaterial fact or omit to state any material fact necessary in order to make the statements madetherein, in the light of the circumstances under which they were made, not misleading. No event orcircumstance has occurred or information exists with respect to the Company or its subsidiaries orits or their businesses, properties, prospects, operations or financial conditions, which, underapplicable law, rule or regulation, requires public disclosure or announcement by the Company butwhich has not been so publicly announced or disclosed.5) RESTRICTED SECURITIES.          a) Each Investor understands that the Securities have not been registered under the SecuritiesAct, by reason of a specific exemption from the registration provisions of the Securities Act whichdepends upon, among other things, the bona fide nature of the investment intent and the accuracy ofeach Investor’s representations as expressed herein. Each Investor understands that the Securitiesare “restricted securities” under the Securities Act, inasmuch as they are being acquired from theCompany in a transaction not involving a public offering and that under such laws and applicableregulations such Securities may be resold without registration under the Securities Act only incertain limited circumstances and each Investor agrees not to transfer the Securities unless suchtransfer is made: (i) pursuant to an effective registration statement under the Securities Act;(ii) to the Company; (iii) outside the United States in accordance with Rule 904 of Regulation Sunder the Securities Act and in compliance with local laws; or (iv) within the United States (A) inaccordance with the exemption from registration under the Securities Act provided by Rule 144thereunder, if available, and in compliance with any applicable state securities laws, and eachInvestor shall be required to furnish to the Company an opinion to such effect from counsel ofrecognized standing reasonably satisfactory to the Company prior to such offer, sale or transfer or(B) in a transaction that does not require registration under the Securities Act or applicablestate securities laws, and each Investor shall be required to furnish to the Company an opinion tosuch effect from counsel of recognized standing reasonably satisfactory to the Company prior tosuch offer, sale or transfer. Each Investor acknowledges that, the Company has no obligation toregister or qualify the Securities for resale except as set forth in Section 6 hereof and that theCompany is required to refuse to register any transfer not made in accordance with the provisionsof this Section 5. Each Investor further acknowledges that if an exemption from registration orqualification is available, it may be conditioned on various requirements including, but notlimited to, the time and manner of sale, and on requirements relating to the Company which areoutside of such Investor’s control, and which the Company is under no obligation and may not beable to satisfy. Each Investor also acknowledges that the documentation representing theSecurities shall bear restrictive legends as required under applicable federal and state securitieslaws. The provisions of this Section 5 shall survive the Closing.          b) Each Investor acknowledges that the Notes and any certificates evidencing the ConversionShares will bear a legend substantially as set forth below, in addition to any legends required by any state securities laws:
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“**NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEENREGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE INRELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCEWITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFERORTO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.**6) REGISTRATION RIGHTS. Contemporaneous with the execution and delivery of this Agreement, theparties hereto are executing and delivering a Registration Rights Agreement, in the form attachedhereto as Exhibit C, pursuant to which the Company has agreed under certain circumstancesto register the resale of the Conversion Shares under the Securities Act and the rules andregulations promulgated thereunder, and applicable state securities laws.7) CLOSING CONDITIONS a) Conditions of the Company’s Obligations at Closing. The obligations of theCompany under this Agreement with respect to the issuance of the Notes to any Investor aresubject to the fulfillment on or before the Closing of each of the following conditionswith respect to such Investor, unless waived by the Company.          i) Each Investor shall have executed and delivered this Agreement, the Registration RightsAgreement contemplated by Section 6, and tendered the Purchase Price for such Investor’s Note(s) tothe Company.          ii) The representations and warranties of the Investors contained in Section 3 of thisAgreement shall be true and correct in all material respects (except with respect to therepresentations contained in Section 3(a), which shall be true and correct in all respects) on andas of the Closing with the same effect as though such representations and warranties had been madeas of the Closing.          iii) The Company shall have obtained any necessary consent of the Senior Debt Holders, asdefined in the Note, with respect to the transactions contemplated by this Agreement and the Notes. b) Conditions of the Investors’ Obligations at Closing. The obligations of eachInvestor under this Agreement with respect to the purchase of the Notes are subject to thefulfillment on or before the Closing of each of the following conditions, unless waived byeach Investor.
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          i) The Company shall have executed and delivered this Agreement, the Registration RightsAgreement contemplated by Section 6, and the Notes to the Investors.          ii) Any consents or approvals required to be secured by the Company for the consummation ofthe transactions contemplated by this Agreement shall have been obtained and shall be reasonablysatisfactory to the Investors.          iii) The representations and warranties of the Company contained in Section 4 of thisAgreement shall be true and correct in all material respects on and as of the Closing with the sameeffect as though such representations and warranties had been made as of the Closing and theCompany shall have performed, satisfied and complied in all material respects with the covenants,agreements and conditions required by this Agreement to be performed, satisfied or complied with bythe Company at or prior to the closing.          iv) The Company’s independent registered public accounting firm shall have agreed to deliveran unqualified opinion with respect to the conformity of the consolidated financial statements ofthe Company at December 31, 2006 with generally accepted accounting principles in the UnitedStates.          v) There shall have been no material adverse change in the assets, liabilities (contingent orotherwise), affairs, business, operations, prospects or condition (financial or otherwise) of theCompany prior to the Closing.8) INDEMNIFICATION a) The Company agrees to indemnify each Investor and its affiliates and hold each of themharmless from and against any and all liabilities, losses, damages, costs and expenses ofany kind (including, without limitation, the reasonable fees and disbursements of suchInvestor’s counsel in connection with any investigative, administrative or judicialproceeding), that may be incurred by such Investor or such affiliates as a result of anyclaims made against such Investor or such affiliates by any person that relate to or ariseout of (i) any breach by the Company of any of its representations, warranties or covenantscontained in this Agreement or in the Notes, or (ii) any litigation, investigation orproceeding instituted by any person with respect to this Agreement or the Securities(excluding, however, any such litigation, investigation or proceeding which arises solelyfrom the acts or omissions of such Investor or its affiliates). b) Any person entitled to indemnification hereunder (“Indemnified Party”) will (i) giveprompt notice to the party required to provide the indemnification pursuant to this Section8, of any third party claim, action or suit with respect to which it seeks indemnification(the “Claim”) (but omission of such notice shall not relieve the Company from liabilityhereunder except to the extent it is actually prejudiced by such failure to give notice),specifying in reasonable detail the factual basis for the Claim, the amount thereof,estimated in good faith, and the method of computation of the Claim, all with
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   reasonable particularity and containing a reference to the provisions of this Agreement inrespect of which such indemnification is sought with respect to the Claim, and (ii) unlessin such Indemnified Party’s reasonable judgment a conflict of interest may exist betweensuch Indemnified Party and the Company with respect to such claim, permit the Company toassume the defense of the Claim with counsel reasonably satisfactory to the IndemnifiedParty. The Indemnified Party shall cooperate fully with the Company with respect to thedefense of the Claim and, if the Company elects to assume control of the defense of theClaim, the Indemnified Party shall have the right to participate in the defense of the Claimat its own expense. If the Company does not elect to assume control or otherwiseparticipate in the defense of the Claim, then the Indemnified Party may defend throughcounsel of its own choosing. If such defense is not assumed by the Company, the Companywill not be subject to any liability under this Agreement or otherwise for any settlementmade without its consent (but such consent will not be unreasonably withheld or delayed). Ifthe Company elects not to or is not entitled to assume the defense of a Claim, it will notbe obligated to pay the fees and expenses of more than one counsel for all IndemnifiedParties with respect to the Claim, unless an actual conflict of interest exists between suchIndemnified Party and any other of such Indemnified Parties with respect to the Claim, inwhich event the Company will be obligated to pay the fees and expenses of such additionalcounsel or counsels9) NO INTEGRATION. The Company shall not make any offers or sales of any security (other than theSecurities) under circumstances that would require registration of the Securities being offered orsold hereunder under the Securities Act (except as provided in the Registration Rights Agreement)or cause the offering of the Securities to be integrated with any other offering of securities bythe Company in such a manner as would require the Company to seek the approval of its stockholdersfor the issuance of the Securities under any stockholder approval provision applicable to theCompany or its securities.10) NOTICE. Any notices or other communications in connection herewith shall be sufficiently givenif sent by registered or certified mail, postage prepaid, or by facsimile transmission, and:(a) if to the Company, atWheeling-Pittsburgh Corporation