<br /> FIRST SUPPLEHENTAL TRUST INDENTURE
<br /> This First Supplemental Trust Indenture (this "Supplemental Inden-
<br /> ture"), dated as of April 1, 1983, is by and among (i) TEXAS COHHERCE
<br /> BANK NATIONAL ASSOCIATION, a national banking association with its
<br /> principal corporate trust office located in Houston, Texas, as trustee
<br /> (the "Trustee") under that certain Trust Indenture, dated as of April 1,
<br /> 1980 (the "Original Indenture"), by and between the Trustee and CITY OF
<br /> SAN HARCOS INDUSTRIAL DEVELOPMENT CORPORATION, a nonprofit industrial
<br /> development corporation, created and existing under the Development
<br /> Corporation Act of 1979, Article 5190.6, Vernon's Annotated Texas Civil
<br /> Statutes, as amended (the "Corporation"), (H) the Corporation,
<br /> (Hi) Stewart & Stevenson Services, Inc., a Texas corporation (the
<br /> "User") and (iv) the undersigned holders of the Corporation's $8,500,000
<br /> Industrial Development Revenue Bonds, Series 1980 (Stewart & Stevenson
<br /> Services, Inc., Project) (the "Bonds"), being the holders of all of the
<br /> aggregate principal amount of Bonds outstanding.
<br /> WITNESSETH
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<br /> WHEREAS, the Bonds, dated April 1, 1980, were issued on April 25,
<br /> 1980, for the purpose of financing the cost of acquiring, constructing
<br /> and installing certain industrial facilities (the "Project") of the
<br /> User; and
<br /> WHEREAS, the Corporation, the User and the holders of the Bonds
<br /> executing this Supplemental Indenture each desire to amend the Original
<br /> Indenture to provide for redemption of a portion of the Bonds prior to
<br /> maturity with excess Original Proceeds (as defined in the Original
<br /> Indenture); and
<br /> WHEREAS, Section 1102 of the Original Indenture permits the Corpo-
<br /> ration and the Trustee to enter into one or more supplements to the
<br /> Original Indenture, amending, modifying, adding to or eliminating any of
<br /> the provisions of the Original Indenture with the consent of, and notice
<br /> to, the holder of each Bond outstanding; and
<br /> WHEREAS, all things necessary to make this Supplemental Indenture a
<br /> valid and legally binding instrument and to constitute the Original
<br /> Indenture, as amended and supplemented by this Supplemental Indenture, a
<br /> valid and legally binding instrument for the security of the Bonds which
<br /> now are or at any time hereafter may be issued and outstanding under the
<br /> Original Indenture, have been done and performed;
<br /> NOW, THEREFORE, in consideration of the premises and other good and
<br /> valuable consideration, the receipt of which is hereby acknowledged, and
<br /> the mutual benefits herein expressed, the undersigned agree as follows:
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