0001104659-06-025047 Sample Contracts

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 13th, 2006 • Stewart & Stevenson Services Inc • Engines & turbines • Texas

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, the “Agreement”), dated January 25, 2006, by and between Stewart & Stevenson LLC, a Delaware limited liability company (“Buyer”), and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”). Buyer and Parent may be referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the PPD Purchase Agreement (as defined below).

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TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • April 13th, 2006 • Stewart & Stevenson Services Inc • Engines & turbines • Texas

THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between John B. Simmons (“Employee”), a resident of Houston, Texas and Stewart & Stevenson Services, Inc., a Texas corporation, having its principal place of business in Houston, Texas (the “Company,” and together with its subsidiary and affiliated companies, “S&S”).

AMENDMENT
Asset Purchase Agreement • April 13th, 2006 • Stewart & Stevenson Services Inc • Engines & turbines

This AMENDMENT (together with the Schedules hereto, this “Amendment”), dated January 25, 2006, by and among Hushang Ansary (“Buyer”), and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), and certain subsidiaries of Parent signatory hereto (collectively, with Parent, “Sellers” and each, including Parent, a “Seller”). Buyer and each Seller may be referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the PPD Purchase Agreement (as defined below).

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