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
