First Supplemental Indenture, dated as of March 10, 2010, among Stewart & Stevenson LLC, Stewart & Stevenson Manufacturing Technologies LLC and Wells Fargo Bank, National Association, to Indenture dated as of July 6, 2006

 

 

This First Supplemental Indenture, dated as of March 10, 2010 (this “Supplemental Indenture” or “Guarantee”), among Stewart & Stevenson LLC, a Delaware limited liability company (the “Company”), Stewart & Stevenson Manufacturing Technologies LLC, a Delaware limited liability company (the “Guarantor”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

 

W I T N E S SE T H:

 

WHEREAS, the Company, Stewart & Stevenson Corp., a Delaware corporation (together with the Company, the “Issuers”), the Subsidiary Guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of July 6, 2006 (the “Indenture”), providing for the issuance of 10% Senior Notes due 2014 of the Issuers (the “Securities”);

 

WHEREAS, Section 3.11 of the Indenture provides that the Company is required to cause each Domestic Subsidiary or Foreign Subsidiary that is neither a CFC nor directly or indirectly owned by a CFC and that is created or acquired by the Company to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor in a supplemental Indenture will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis; and

 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Company, the Guarantor and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Securityholder;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

 

ARTICLE I

 

 

SECTION 1.1  Defined Terms.  As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.