AND ALL OTHER APPLICABLE
LAWS, ORDERS, RULES, DECREES AND REGULATIONS (FOREIGN AND DOMESTIC) AND HAVE
BEEN ADMINISTERED AND OPERATED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THEIR
TERMS AND SUCH LAWS, ORDERS, RULES, DECREES AND REGULATIONS.
ALL CONTRIBUTIONS
REQUIRED TO BE MADE UNDER THE TERMS OF THE BENEFIT PLANS AND APPLICABLE LAW WITH
RESPECT TO THE CURRENT AND ANY PRIOR BENEFIT PLAN YEAR HAVE BEEN TIMELY MADE IN
THE AMOUNTS SO REQUIRED, AND ALL BENEFITS AND CURRENT INSURANCE PREMIUMS
REQUIRED TO BE PAID UNDER THE TERMS OF THE BENEFIT PLANS AND APPLICABLE LAW HAVE
BEEN PAID WHEN DUE IN THE PROPER AMOUNTS, INCLUDING WITHOUT LIMITATION ANY
BENEFITS OR PREMIUMS TO THE PBGC OR OTHERWISE UNDER THE TERMS OF THE BENEFIT
PLANS.
EACH BENEFIT PLAN THAT IS INTENDED TO BE QUALIFIED WITHIN THE MEANING OF
SECTION 401 OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE
IRS AS TO ITS QUALIFICATION AND, TO THE TAX-EXEMPT STATUS UNDER SECTION 501(A)
OF THE CODE OF ITS TRUST, AND ANY PROPOSED AMENDMENTS TO SUCH BENEFITS PLAN ON
WHICH ANY SUCH FAVORABLE DETERMINATION LETTERS WERE CONDITIONED HAVE BEEN TIMELY
ADOPTED BY EACH SUCH BENEFIT PLAN'S SPONSOR, AND, TO THE KNOWLEDGE OF THE
SELLER, NO EVENT OR CIRCUMSTANCE (INCLUDING WITHOUT LIMITATION ANY FAILURE TO
PAY BENEFITS) HAS OCCURRED THAT REASONABLY COULD BE EXPECTED TO ADVERSELY AFFECT
SUCH BENEFIT PLAN'S QUALIFICATION OR A TRUST'S TAX-EXEMPT STATUS.
(III)
EXCEPT AS A RESULT OF, OR IN CONNECTION
WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, SINCE THE
EFFECTIVE DATE OF THE LAST APPLICABLE FORM 5500 FILED WITH RESPECT TO ANY
BENEFIT PLAN, THERE HAS BEEN NO "REPORTABLE EVENT" (AS DEFINED IN SECTION
4043(C) OF ERISA) FOR WHICH THE 30-DAY REPORTING REQUIREMENT IS APPLICABLE AND
HAS NOT BEEN WAIVED THAT REASONABLY COULD BE EXPECTED TO RESULT IN MATERIAL
LIABILITY TO SUCH BENEFIT PLAN OR TO THE PETCOKE BUSINESS OR THE METALS
BUSINESS, AS APPLICABLE.
(IV)
NO "ACCUMULATED FUNDING DEFICIENCY" (AS
DEFINED IN SECTION 302 OF ERISA), WHETHER OR NOT WAIVED BY THE IRS, HAS OCCURRED
WITH RESPECT TO ANY BENEFIT PLAN SUBJECT TO SECTION 412 OF THE CODE OR PART 3 OF
TITLE I(B) OF ERISA WITHIN THE LAST SIX YEARS.
(V)
NO WITHDRAWALS HAVE OCCURRED SO AS TO CAUSE
ANY BENEFIT PLAN (OR THE PETCOKE BUSINESS OR THE METALS BUSINESS, AS APPLICABLE)
TO BECOME SUBJECT TO MATERIAL LIABILITY UNDER THE PROVISIONS OF SECTION 4063 OF
ERISA, NOR HAS ANY SOLD COMPANY OR ANY OF ITS AFFILIATES (AS DETERMINED UNDER
SECTIONS 414(B), (C), (M) OR (O) OF THE CODE ("ERISA AFFILIATE")) CEASED MAKING
ANY CONTRIBUTIONS TO ANY BENEFIT PLAN TO WHICH EITHER ANY SOLD COMPANY OR ERISA
AFFILIATE MADE CONTRIBUTIONS DURING THE SIX YEARS PRIOR TO
29
THE DATE HEREOF, WHICH WOULD MAKE IT SUBJECT TO MATERIAL LIABILITY UNDER SECTION
4064 OF ERISA.
(VI)
NEITHER THE SELLER, OR ANY SOLD COMPANY OR
SUBSIDIARY NOR, TO THE KNOWLEDGE OF THE SELLER, ANY OTHER PERSON HAS ENGAGED IN
A PROHIBITED TRANSACTION (AS DEFINED IN SECTION 406 OF ERISA AND