Amendments to Section 2 definition

Amendments to Section 2. Amounts and Terms of Commitments and Loans Rate of Interest. Subsection 2.2A is hereby amended by deleting clause (a) in the second paragraph thereof in its entirety and substituting therefor the following:

Amendments to Section 2. Amounts and Terms of Commitments and Loans Use of Proceeds: Revolving Loans. Section 2.5B of the Credit Agreement is hereby amended by deleting the second sentence contained therein in its entirety and substituting the following therefor: "Any excess proceeds of the initial Revolving Loans and the proceeds of any subsequent Revolving Loans shall be applied by Company and Sun Gro for (i) working capital and general corporate purposes, which may include the making of intercompany loans to any of Company's wholly-owned Subsidiaries, in accordance with subsection 7.1(iv), for their own working capital and general corporate purposes, and (ii) consummation of the ▇▇▇▇▇▇▇ Acquisition, so long as the aggregate amount of Revolving Loans applied to consummate such ▇▇▇▇▇▇▇ Acquisition (including all fees and expenses relating thereto) does not exceed $10,400,000."

Amendments to Section 2. Amounts and Terms of Commitments and Loans --------------------------------------------------------------------

Amendments to Section 2. Amounts and Terms of Commitments and Loans

Amendments to Section 2. AMOUNT AND TERMS OF LOAN A. Subsection 2.03(b) of the Credit Agreement is hereby amended by deleting therefrom the phrase "the London Branch of" appearing therein. B. Subsection 2.06(a) of the Credit Agreement is hereby amended by deleting the text appearing therein and substituting therefor the following: "The Company shall prepay the Loan on December 14, 1998 in the amount of (Y)2,220,000,000 and such obligation to prepay shall be deemed to have been satisfied upon the making of the deposit of $18,950,711.87 in accordance with subsection 3(b) of the Cash Collateral Agreement, which deemed prepayment shall be effective as of December 14, 1998. The Company hereby authorizes the Bank to apply the amount deposited by the Company pursuant to the Cash Collateral Agreement to the prepayment of the Loan in the amount of (Y)2,220,000,000 and to the payment of accrued interest (accruing on or prior to December 14, 1998), fees and other Bank Charges and expenses to be paid on or before such date." C. Subsection 2.06(c) of the Credit Agreement is hereby amended by deleting the phrase "[Intentionally Omitted]" appearing therein and substituting therefor the following: "Within three (3) Business Days after receiving notice from the Bank that the Latest Shortfall Amount is greater than zero, the Company shall prepay the Loan by an aggregate amount equal to the Latest Shortfall Amount." D. Subsection 2.06(f) of the Credit Agreement is hereby amended by deleting the first sentence appearing therein and substituting therefor the following: "The Bank shall notify the Company that it will be obtaining an Appraisal prior to obtaining an Appraisal and the Bank shall deliver an Appraisal to the Company not more than 30 days after receiving the Appraisal; provided that (i) the Bank shall not obtain more than two Appraisals per calendar year and (ii)the Bank shall not have obtained any Appraisal within the last 180 days.

Amendments to Section 2. THE COMMITMENTS AND EXTENSIONS OF CREDIT. A. Subsection 2.04(a) of the Credit Agreement is hereby amended by amending and restating the first sentence of this subsection in the following manner: "Subject to the terms and conditions hereof, at any time and from time to time from the Closing Date through the Letter of Credit Commitment Termination Date, Issuing Lender shall take such Letter of Credit Actions under the Letter of Credit Commitments and the Revolving Loan Commitment L/C Sublimit as Borrower may request; provided, however, that the Issuing Lender shall not be obligated to make any Letter of Credit Action with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such Letter of Credit Action, the aggregate outstanding Letter of Credit Usage would exceed the combined Letter of Credit Commitments plus the Revolving Loan Commitment L/C Sublimit." B. Subsection 2.04(a) of the Credit Agreement is hereby further amended by amending and restating the last sentence of the first paragraph of this subsection in the following manner: "The Letter of Credit Commitments and the Revolving Loan Commitment L/C Sublimit shall be subject to the following limitations:" C. Subsection 2.04(j) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting the following therefore:

Amendments to Section 2. Amounts and Terms of Commitments Subsection 2.7(b) of the Credit Agreement is hereby amended by deleting the phrase "paragraph (b) of this subsection" therefrom and substituting the phrase "the last sentence of subsection 2.7(a) of this Agreement" therefor.

Amendments to Section 2. SECURITY FOR OBLIGATIONS