PAGE ---- ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions................................................. 1 SECTION 1.2. Other Definitions........................................... 32 SECTION 1.3. Incorporation by...Stewart & Stevenson LLC • February 1st, 2007 • Oil & gas field machinery & equipment • Texas
STEWART & STEVENSON LLC 16,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 16th, 2011 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
Stewart & Stevenson LLC, a Delaware limited liability company expected to be renamed “Stewart & Stevenson Inc.” in connection with its conversion into a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 11,000,000 shares and, at the option of the Underwriters, up to additional 1,650,000 shares of the Company’s common stock par value $0.01 per share (the “Stock”), and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 5,000,000 shares and, at the option of the Underwriters, up to additional 750,000 shares of Stock. The aggregate of 16,000,000 shares to be sold by the Company and the Selling Stockholders are herein called the “Underwritten Shares,” and the aggregate of 2,400,000 additional shares to be sold by the Compa
STEWART & STEVENSON LLC Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 14th, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
Stewart & Stevenson LLC, a Delaware limited liability company (the “Company”) (which prior to the consummation of the public offering contemplated by this Agreement will convert under Delaware law to a corporation and change its name to Stewart & Stevenson Inc.), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock par value $0.01 per share (the “Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of shares and, at the option of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders are herein called the “Underwritten Shares” and the aggregate of additional shares to be sold by Selling Stockholders are herein called the “Option Shares”. The Un
ASSET PURCHASE AGREEMENT BY AND AMONG STEWART & STEVENSON SERVICES, INC., CERTAIN SUBSIDIARIES OF STEWART & STEVENSON SERVICES, INC. AND HUSHANG ANSARY DATED AS OF OCTOBER 24, 2005Asset Purchase Agreement • February 1st, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • Texas
This Asset Purchase Agreement (“Agreement”) is dated October 24, 2005, by and among Hushang Ansary (“Buyer”), Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), and the Subsidiaries (as defined below) of Parent that are signatories to this Agreement (together with Parent, “Sellers” and each, a “Seller”).
ContractEmployment Agreement • November 13th, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 6, 2006 among STEWART & STEVENSON LLC, STEWART & STEVENSON DISTRIBUTOR HOLDINGS LLC, STEWART & STEVENSON POWER PRODUCTS LLC, STEWART & STEVENSON PETROLEUM SERVICES LLC, STEWART & STEVENSON CORP.,...Credit Agreement • February 1st, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 6, 2006 (as it may be amended or modified from time to time, this “Agreement”), among STEWART & STEVENSON LLC, a Delaware limited liability company (“Company”), STEWART & STEVENSON DISTRIBUTOR HOLDINGS LLC, a Delaware limited liability company (“SSDH”), STEWART & STEVENSON POWER PRODUCTS LLC, a Delaware limited liability company (“SSPP”), STEWART & STEVENSON PETROLEUM SERVICES LLC, a Delaware limited liability company (“SSPS”), STEWART & STEVENSON CORP., a Delaware corporation (“SSC”), S&S AGENT LLC, a Delaware limited liability company (“SSA” and collectively with the Company, SSDH, SSPP, SSPS and SSC, the “Borrowers” and each individually, a “Borrower”), the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as the Administrative Agent, and JPMORGAN CHASE BANK, N.A., as the Collateral Agent.
REGISTRATION RIGHTS AGREEMENT dated as of June , 2011 by and among Stewart & Stevenson Inc., and the Holders identified hereinRegistration Rights Agreement • June 16th, 2011 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June , 2011, is made by and among Stewart & Stevenson Inc., a Delaware corporation, and the signatories hereto.
REGISTRATION RIGHTS AGREEMENT dated as of by and among Stewart & Stevenson LLC, and the Holders identified hereinRegistration Rights Agreement • September 28th, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____________, 2007, is made by and among Stewart & Stevenson LLC, a Delaware limited liability company, and the signatories hereto.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO US SECURITY AGREEMENTSecurity Agreement • September 14th, 2012 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
ASSET PURCHASE AGREEMENT BY AND AMONG STEWART & STEVENSON SERVICES, INC., STEWART & STEVENSON PETROLEUM SERVICES, INC., STEWART & STEVENSON INTERNATIONAL, INC., SIERRA DETROIT DIESEL ALLISON, INC., S&S TRUST AND HUSHANG ANSARY DATED SEPTEMBER 27, 2005Asset Purchase Agreement • February 1st, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • Texas
This Asset Purchase Agreement (“Agreement”) is dated September 27, 2005, by and among Hushang Ansary (the “Buyer”), and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), Stewart & Stevenson Petroleum Services, Inc., a Delaware corporation (“SSPS”), Stewart & Stevenson International, Inc., a Delaware corporation (“SSI”), Sierra Detroit Diesel Allison, Inc., a Nevada corporation (“SDDA”), and S&S Trust, a Pennsylvania business trust (“S&S Trust,” and together with Parent, SSPS, SSI and SDDA, the “Sellers” and each, a “Seller”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • September 14th, 2012 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
This Third Supplemental Indenture, dated as of March 26, 2012 (this “Supplemental Indenture” or “Guarantee”), among Stewart & Stevenson LLC, a Delaware limited liability company (the “Company”), Stewart & Stevenson Acquisition LLC, a Delaware limited liability company (the “Guarantor”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2011 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • Texas
This Indemnification Agreement, dated as of June , 2011 (this “Agreement”), is made by and between Stewart & Stevenson Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECOND SUPPLEMENTAL INDENTUREStewart & Stevenson LLC • May 2nd, 2011 • Oil & gas field machinery & equipment • New York
This Second Supplemental Indenture, dated as of March 23, 2011 (this "Supplemental Indenture" or "Guarantee"), among Stewart & Stevenson LLC, a Delaware limited liability company (the "Company"), EMDSI-Hunt Power, L.L.C., a Delaware limited liability company (the "Guarantor"), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
TAX MATTERS AGREEMENTTax Matters Agreement • October 30th, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of , 2007 and effective as of the date of the Conversion (as defined herein), is by and among Stewart & Stevenson Inc., a Delaware corporation, (the “Corporation”) and the Persons listed on Schedule A attached hereto (individually, a “Member” and, collectively, the “Members”). The Corporation and the Members are referred to herein individually as a “Party” and collectively as the “Parties.”
Letterhead of Stewart & Stevenson LLC]Stewart & Stevenson LLC • March 17th, 2011 • Oil & gas field machinery & equipment
I'm pleased to confirm our agreement to revise the terms of your employment, for an initial period of five years, as Chief Executive Officer at Stewart & Stevenson LLC set forth in my letter of December 16, 2010 as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2007 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • Texas
This Indemnification Agreement, dated as of , 2007 (this “Agreement”), is made by and between Stewart & Stevenson Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2011 among STEWART & STEVENSON LLC, STEWART & STEVENSON DISTRIBUTOR HOLDINGS LLC, STEWART & STEVENSON POWER PRODUCTS LLC, STEWART & STEVENSON PETROLEUM SERVICES LLC, STEWART &...Credit Agreement • December 27th, 2011 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2011 (as it may be amended or modified from time to time, this “Agreement”), among STEWART & STEVENSON LLC, a Delaware limited liability company (the “Company”), STEWART & STEVENSON DISTRIBUTOR HOLDINGS LLC, a Delaware limited liability company (“SSDH”), STEWART & STEVENSON POWER PRODUCTS LLC, a Delaware limited liability company (“SSPP”), STEWART & STEVENSON PETROLEUM SERVICES LLC, a Delaware limited liability company (“SSPS”), STEWART & STEVENSON FUNDING CORP., a Delaware corporation (“SSC”), STEWART & STEVENSON MATERIAL HANDLING LLC, a Delaware limited liability company formerly known as S&S Agent LLC (“SSMH”), STEWART & STEVENSON MANUFACTURING TECHNOLOGIES LLC, a Delaware limited liability company (“SSMT”), EMDSI-HUNT POWER, L.L.C., a Delaware limited liability company (“EMDSI”), each as a US Borrower (as herein defined), STEWART & STEVENSON CANADA INC., a New Brunswick corporation (“SS Canada”), as a Canadian Bor
ContractFirst Supplemental Indenture • June 15th, 2010 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
TAX MATTERS AGREEMENTTax Matters Agreement • June 16th, 2011 • Stewart & Stevenson LLC • Oil & gas field machinery & equipment • New York
This TAX MATTERS AGREEMENT (the “Agreement”), dated as of June , 2011 and effective as of the date of the Conversion (as defined herein), is by and among Stewart & Stevenson Inc., a Delaware corporation, (the “Corporation”) and the Persons listed on Schedule A attached hereto (individually, a “Member” and, collectively, the “Members”). The Corporation and the Members are referred to herein individually as a “Party” and collectively as the “Parties.”
Letterhead of Stewart & Stevenson LLC]Stewart & Stevenson LLC • May 2nd, 2011 • Oil & gas field machinery & equipment
I'm pleased to confirm our agreement to revise the terms of your employment, for an initial period of five years, as Chief Executive Officer at Stewart & Stevenson LLC, set forth in my letter of December 16, 2010 as follows:
