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Put/Call Agreement

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PUT/CALL AGREEMENT


THIS PUT/CALL AGREEMENT made and entered into this 30th day of November, 1992 by and between Universal Partners, Inc., a corporation duly organized and existing under the laws of the State of Louisiana ("Universal") and McDermott Incorporated, a corporation duly organized and existing under the laws of the State of Delaware ("McDermott").


W I T N E S S E T H:


WHEREAS, the parties hereto are the only shareholders of Universal Fabricators Incorporated, a Delaware close corporation (the "Company") with Universal owning fifty-one (51%) percent of the Company's outstanding share capital and McDermott owning forty-nine (49%) percent of the Company's outstanding share capital; and


WHEREAS, Universal and McDermott wish to enter into this Put/Call Agreement relating to the share capital of the Company held by Universal.


NOW, THEREFORE, in consideration of the premises and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties represent, warrant, covenant and agree as follows: 2
1. Put Option


(a) During the three (3) month periods ending on June 30, 1997, June 30, 1998 and June 30, 1999 (the "Put Option Period"), Universal shall have an option (the "Universal Put Option") to require McDermott to purchase from Universal, for an aggregate purchase price to be determined based on the following formula: (Average of net income of the Company for the prior two (2) fisal years x 4.5) x .51 (the "Put Purchase Price"), all, but not less than all, of the 510 shares of Class "A" common stock, par value $1.00 per share, of the Company which were acquired by Universal from the Company pursuant to a Contribution Agreement (the "Contribution Agreement") of even date herewith (the "510 Shares").


(b) Universal may exercise the Universal Put Option by sending written notice to McDermott during the Put Option Period. The closing for the exercise of the Put Option (the "Put Closing") shall be on such date as the parties hereto may agree in writing. At the Put Closing, Universal shall deliver to McDermott a certificate or certificates representing the 510 Shares, with appropriate properly executed stock powers attached, against payment by McDermott of the Put Purchase Price. At the Put Closing, McDermott shall pay the Put Purchase Price to Universal by wire transfer of immediately available funds to an account designated by Universal.


2. McDermott Call Option


(a) During the three (3) month period ending on June 30, 1999 (the "Call Option Period"), and if the Universal Put Option shall not have been exercised, McDermott shall have an option (the "McDermott Call Option") to purchase all, but not less than all, of the 510 Shares for an aggregate purchase price to be determined based on the following formula: (Average of net income


-2- 3 of the Company for the prior two (2) fiscal years x 4.5) x .51 (the "Call Purchase Price").


(b) McDermott may exercise the McDermott Call Option by sending written notice to Universal during the Call Option Period. The closing for the exercise of the McDermott Call Option (the "Call Closing") shall take place on such date as the parties hereto may agree in writing. At the Call Closing, Universal shall deliver to McDermott, a certificate or certificates representing the 510 Shares, with appropriate properly executed stock powers attached, against payment by McDermott of the Call Purchase Price. At the Call Closing, McDermott shall pay the Call Purchase Price to Universal by wire transfer of immediately available funds to the account designated by Universal.


3. Successor Interests. If and to the extent that the 510 Shares shall be converted or otherwise transformed, by operation of law, into any other security, interest or property of any type or form, (collectively, "Other Property"), Universal shall deliver such Other Property (or certificate(s) or appropriate instruments of transfer therefor) to McDermott at the Put Closing or Call Closing, as the case may be, and such delivery shall constitute satisfaction in full of any requirement or condition that Universal deliver certificate(s) for the 510 Shares at the Put Closing or Call Closing, as the case may be.


4. Representations and Warranties of Universal. Universal hereby represents and warrants to McDermott as follows:


(a) Authority. Universal has full legal right, power and authority, without the consent of any other person, to execute and deliver this Put/Call Agreement and to carry out the transactions contemplated hereby. All corporate, shareholder and other acts or proceedings required to be taken by


- 3 - 4 Universal to authorize the execution, delivery and performance of this Put/Call Agreement and the transactions contemplated hereby have been duly and properly taken.


(b) Validity. This Put/Call Agreement has been, and the documents to be delivered at the Put Closing or Call Closing, as the case may be, will be, duly executed and delivered and constitute and will constitute lawful, valid and legally binding obligations of Universal, enforceable in accordance with their respective terms except to the extent that such enforceability may be limited by bankruptcy, insolvency, or other similar laws relating to creditors' rights generally and is subject to general principles of equity, including the discretion of a court in granting equitable remedies. The execution and delivery of this Put/Call Agreement and the consummation of the transactions contemplated hereby does not and wil
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