0001104659-05-002766 Sample Contracts

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 27th, 2005 • Stewart & Stevenson Services Inc • Engines & turbines

AMENDMENT NO. 2, dated as of January 21, 2005 (this “Amendment No. 2”), to the ASSET PURCHASE AGREEMENT, dated as of December 6, 2004 (the “Purchase Agreement”), by and among Tug Manufacturing Corp., a Delaware corporation f/k/a TUG Acquisition Corp., and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), and S&S Tug Service Centers, Inc., a Delaware corporation (“S&S Tug”, and together with Parent, the “Sellers” and each, a “Seller”), as amended by Amendment No. 1 to Asset Purchase Agreement dated as of December 31, 2004 (“Amendment No. 1”).

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ASSET PURCHASE AGREEMENT BY AND AMONG STEWART & STEVENSON SERVICES, INC. S&S TUG SERVICE CENTERS, INC. AND TUG ACQUISITION CORP. DATED DECEMBER 6, 2004
Asset Purchase Agreement • January 27th, 2005 • Stewart & Stevenson Services Inc • Engines & turbines • Georgia

This Asset Purchase Agreement (“Agreement”) is dated December 6, 2004, by and among TUG Acquisition Corp., a Delaware corporation (“Buyer”), and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), and S&S Tug Service Centers, Inc., a Delaware corporation (“S&S Tug”, and together with Parent, the “Sellers” and each, a “Seller”).

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • January 27th, 2005 • Stewart & Stevenson Services Inc • Engines & turbines • Delaware

AMENDMENT NO. 1 dated as of December 31, 2004 (this “Amendment”) to the ASSET PURCHASE AGREEMENT dated as of December 6, 2004 (the “Purchase Agreement”) by and among TUG Manufacturing Corp., a Delaware corporation f/k/a Tug Acquisition Corp. (“Buyer”), and Stewart & Stevenson Services, Inc., a Texas corporation (“Parent”), and S&S Tug Service Centers, Inc., a Delaware corporation (“S&S Tug”, and together with Parent, the “Sellers” and each, a “Seller”).

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