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
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.
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”).
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.”
