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services to such person for less than the full agreed price or fair value thereof the difference between the amount paid by such person and the greater of such full agreed paid or fair value, and the maximum amounts payable pursuant to all guar- anties or other contingent liabilities in respect of any indebtedness of such person. Section 3. Section 8.13(i) of the Original Agreement is hereby amended to read as follows: (i) "Conso 1 idated Net Earnings Available for Fixed Charges If means for any period, Consolidated Net Earnings for such period plus all amounts deducted in the computation thereof on account of: (i) interest charges on indebtedness, including imputed interest in respect of capital lease obligations and amortization of ,debt discount and expense; (ii) long term lease rentals required to be paid as lessee; (iii) income and profit taxes; (iv) Net Earnings of any Restricted Subsidiary allocable to a minority interest in such subsidiary; (v) until but not including January 31, 1984, the aggregate amount of the nonrecurring charges recognized for the fiscal year ended January 31, 1983; and (vi) until but not including April 30, 1984, the charge to earnings, subject to a maximum of $3,000,000, as provided by generally accepted accounting principles for liability in Marine Dynamics Corporation vs. Stewart & Stevenson Services, Inc. Section 4. The parties hereto acknowledge that, except as amend- ed, changed or modified hereby, the Original Agreement shall remain in full force and effect in accordance with its terms. The parties hereto further reaffirm the representations and warranties contained in the Original Agreement, including but without limitation, those in Section 8.2 and 8.4 of the Original Agreement. Section 5. This First Amendment to Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. - J-