TO OPERATE
THE PLAN AS A MULTIPLE EMPLOYER PLAN FROM 2002 TO DATE.
CORRECTION WILL INVOLVE
BOTH PLAN AMENDMENTS AND CORRECTION OF CODE SECTION 401(A)(4) NONDISCRIMINATION
TESTING OPERATIONAL FAILURES.
CORRECTION SHALL ALSO INVOLVE CORRECTIONS OF ANY
ADDITIONAL PROFIT SHARING PLAN FAILURES AS MAY BE DISCOVERED PRIOR TO, OR
DURING, THE SUBMISSION PROCESS.
(B)
SELLERS AGREE TO CAUSE THE COMPANIES TO SUBMIT THE PROFIT SHARING
PLAN TO THE INTERNAL REVENUE SERVICE FOR A DETERMINATION LETTER AS TO ITS
QUALIFIED STATUS UNDER INTERNAL REVENUE CODE SECTION 401(A) UPON PLAN
TERMINATION (FORM 5310).
THE PLAN WILL BE TERMINATED ON OR BEFORE THE CLOSING
DATE.
(C)
WITH REGARD TO THE VCP AND IRS DETERMINATION LETTER REQUEST: (A)
THE TARGETED VCP AND DETERMINATION LETTER SUBMISSION DATE IS NOVEMBER 15, 2007,
AND PURCHASER WILL BE PROMPTLY NOTIFIED IF THE SELLERS DETERMINE THAT THE
SUBMISSIONS WILL BE DELAYED; (B) THE SELLERS SHALL CAUSE THE COMPANIES TO USE
BEST EFFORTS TO OBTAIN A
COMPLIANCE STATEMENT AND FAVORABLE DETERMINATION
LETTER; (C) IN CONNECTION WITH THE SUBMISSIONS, THE COMPANIES SHALL USE THE
LEGAL SERVICES OF JONES, WALKER, WAECHTER, POITEVENT, CARRÈRE & DENÈGRE, L.L.P.
AND THE PLAN ADMINISTRATION SERVICES OF FLOWER & ASSOCIATES, INC., AND/OR SUCH
OTHER ADVISORS AS SELECTED BY SELLERS; AND (D) IN CONNECTION WITH THE
SUBMISSIONS, THE EMPLOYEES WORKING ON EACH SUBMISSION SHALL BE THOSE EMPLOYEES
OF THE COMPANIES AS DESIGNATED BY SELLERS.
SELLERS AGREE TO PROVIDE
54
PROGRESS AND STATUS REPORTS TO PURCHASER ON A MONTHLY BASIS, OR BETWEEN SUCH
REPORTING PERIODS IN THE EVENT OF A MATERIAL OCCURRENCE.
(D)
DISTRIBUTIONS TO PARTICIPANTS THAT ARE MADE ON ACCOUNT OF PROFIT
SHARING PLAN TERMINATION SHALL NOT BE AVAILABLE UNTIL THE IRS FAVORABLE
DETERMINATION LETTER ON PLAN TERMINATION AND THE VCP COMPLIANCE STATEMENT HAVE
BOTH BEEN RECEIVED.
(E)
SELLERS AGREE TO CAUSE THE PROFIT SHARING PLAN FORM 5500S FOR
YEARS 2002 THROUGH 2006 TO BE AMENDED TO REPORT THE FILING FOR A MULTIPLE
EMPLOYER PLAN AND COPIES OF THE AMENDED FILINGS WILL BE PROVIDED TO PURCHASER;
THE FILING OF THE AMENDED REPORTS SHALL OCCUR PRIOR TO CLOSING.
2.
WELFARE BENEFIT PLANS - SELLERS AGREE TO CAUSE THE FOLLOWING
ACTIONS TO OCCUR, WITH (A) AND (B) OCCURRING PRIOR TO CLOSING AND (C) OCCURRING
BY THE APPLICABLE FILING DEADLINE
(A)
FORMS M-1 - REPORTS FOR MULTIPLE EMPLOYER WELFARE ARRANGEMENTS
WILL BE FILED FOR THE MEDICAL PLANS AND COPIES WILL BE PROVIDED TO PURCHASER.
(B)
THE COMPANIES' CAFETERIA PLAN WILL BE AMENDED TO REFLECT
PARTICIPATION BY MONCLA MARINE, L.L.C. AND BROTHERS OILFIELD SERVICE & SUPPLY,
L.L.C.. THE PLAN WILL BE TERMINATED ON OR BEFORE THE CLOSING DATE.
(C)
THE COMPANIES WILL FILE A 2006 FORM 5500 FOR THE MEDICAL BENEFIT
PLAN (PROVIDED THROUGH BLUE CROSS AND BLUE SHIELD OF LOUISIANA).
3.
THE COMPANIES AGREE THAT ALL FEES, EXPENSES AND COSTS RELATING TO
ACTIONS ABOVE, AND THROUGH THE RECEIPT OF THE COMPLIANCE STATEMENT AND FAVORABLE
DETERMINATION LETTER, ANY ADDITIONAL AMENDMENTS REQUIRED, THE COSTS OF ANY
ADDITIONAL PLAN CONTRIBUTIONS AND ALL OTHER CORRECTIVE ACTIONS SHALL BE THE SOLE
OBLIGATION OF, AND BORNE IN