U S Plastic Lumber Corp Sample Contracts

U S Plastic Lumber Corp – Re: 3rd Letter Agreement (June 17th, 2005)

Exhibit 10.11 April 7, 2005 VIA FACSIMILE U.S. Plastic Lumber Ltd. 2600 W. Roosevelt Road Chicago, Illinois 60608 Re: 3rd Letter Agreement Gentlemen: This letter agreement (this "Letter Agreement") is delivered to U.S. PLASTIC LUMBER LTD., a Delaware corporation (the "Company"), in connection with that certain Option to Purchase, dated as of March 4, 2004, entered into by and between 2600 ROOSEVELT ASSOCIATES, L.L.C., an Illinois limited liability company ("2600"), and the Company (the "Option Agreement"). Capitalized terms used but not defined in this Letter Agreement shall have the meanings given to them in the Option Agreement. On or about November 19, 2004, the Company and 2600 entered into that certain first letter agreement pursuant to which the Company and 2600 agreed that the Option Period would be extended from March 4, 2005 to April

U S Plastic Lumber Corp – Re: 3RD LETTER AGREEMENT (June 17th, 2005)

EXHIBIT 10.12 June 7, 2005 VIA FACSIMILE U.S. Plastic Lumber Ltd. 2600 W. Roosevelt Road Chicago, Illinois 60608 Re: 3RD LETTER AGREEMENT Gentlemen: This letter agreement (this "LETTER AGREEMENT") is delivered to U.S. PLASTIC LUMBER LTD., a Delaware corporation (the "COMPANY"), in connection with that certain Option to Purchase, dated as of March 4, 2004, entered into by and between 2600 ROOSEVELT ASSOCIATES, L.L.C., an Illinois limited liability company ("2600"), and the Company (the "OPTION AGREEMENT"). Capitalized terms used but not defined in this Letter Agreement shall have the meanings given to them in the Option Agreement. On or about November 19, 2004, the Company and 2600 entered into that certain first letter agreement pursuant to which the Company and 2600 agreed that the Option Period would be extended from March 4, 2005

U S Plastic Lumber Corp – CREDIT AND SECURITY AGREEMENT (June 17th, 2005)

Exhibit 10.1 CREDIT AND SECURITY AGREEMENT Dated as of September 7, 2004 by and among U.S. PLASTIC LUMBER LTD., as Debtor and Debtor in Possession, as the Borrower, CERTAIN AFFILIATES OF U.S. PLASTIC LUMBER LTD., as Debtors and Debtors in Possession, as the Guarantors, and AMPAC CAPITAL SOLUTIONS, LLC, as the Lender TABLE OF CONTENTS Page ----

U S Plastic Lumber Corp – FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (June 17th, 2005)

Exhibit 10.2 FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of December 21, 2004, by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company ("Lender"), and U.S. PLASTIC LUMBER LTD., a Delaware corporation as debtor and debtor in possession (the "Borrower"), with respect to the following: A. The Lender and the Borrower have entered into that certain Credit and Security Agreement dated as of September 7, 2004 (as amended, restated, modified and supplemented from time to time, including by this Amendment, the "Loan Agreement"). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. B. The outstanding principal balance of the Note as of the date hereof is $1,000,000. C. The

U S Plastic Lumber Corp – SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (June 17th, 2005)

Exhibit 10.3 SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of March 18, 2005, by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company ("Lender"), and U.S. PLASTIC LUMBER LTD., a Delaware corporation as debtor and debtor in possession (the "Borrower"), with respect to the following: A. The Lender and the Borrower have entered into that certain Credit and Security Agreement dated as of September 7, 2004 (as amended, restated, modified and supplemented from time to time, including by that certain First Amendment to Credit and Security Agreement dated December 21, 2004, the "Loan Agreement"). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. B. The outstanding principal balance of the Note as

U S Plastic Lumber Corp – Re: Letter Agreement (June 17th, 2005)

Exhibit 10.9 November 19, 2004 VIA FACSIMILE U.S. Plastic Lumber Ltd. 2600 W. Roosevelt Road Chicago, Illinois 60608 Re: Letter Agreement Gentlemen: This letter agreement (this "Letter Agreement") is delivered to U.S. PLASTIC LUMBER LTD., a Delaware corporation (the "Company"), in connection with that certain Option to Purchase, dated as of March 4, 2004, entered into by and between 2600 ROOSEVELT ASSOCIATES, L.L.C., an Illinois limited liability company ("2600"), and the Company (the "Option Agreement"). Capitalized terms used but not defined in this Letter Agreement shall have the meanings given to them in the Option Agreement. The Company has requested that 2600 agree to extend the Option Period for an additional thirty (30) days. The Company and 2600 do hereby agree that the Option Period shall be extended from March 4, 2005 to April 4, 20

U S Plastic Lumber Corp – AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (June 17th, 2005)

Exhibit 10.5 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT ("Agreement") is made as of December 14, 2004 (the "Effective Date") by and between U.S. PLASTIC LUMBER LTD., a Delaware corporation ("Seller"), and LEES DEVELOPMENT COMPANY, INC., a Florida corporation or its assigns ("Purchaser"). In consideration of the mutual covenants of the parties set forth herein and for other good and valuable consideration, and subject to the approval by the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division (the "Bankruptcy Court") and to any Overbid Offer as herein provided, Seller and Purchaser agree as follows: 1. Definitions. The following terms shall have the meanings assigned. Definitions of certain other capitalized terms are set forth elsewhere in this Agreement. "Claim" m

U S Plastic Lumber Corp – Re: 2nd Letter Agreement (June 17th, 2005)

Exhibit 10.10 January 7, 2005 VIA FACSIMILE U.S. Plastic Lumber Ltd. 2600 W. Roosevelt Road Chicago, Illinois 60608 Re: 2nd Letter Agreement Gentlemen: This letter agreement (this "Letter Agreement") is delivered to U.S. PLASTIC LUMBER LTD., a Delaware corporation (the "Company"), in connection with that certain Option to Purchase, dated as of March 4, 2004, entered into by and between 2600 ROOSEVELT ASSOCIATES, L.L.C., an Illinois limited liability company ("2600"), and the Company (the "Option Agreement"). Capitalized terms used but not defined in this Letter Agreement shall have the meanings given to them in the Option Agreement. On or about November 19, 2004, the Company and 2600 entered into that certain letter agreement pursuant to which the Company and 2600 agreed that the Option Period would be extended from March 4, 2005 to April 4, 2

U S Plastic Lumber Corp – SURRENDER OF COLLATERAL, CONSENT TO STRICT FORECLOSURE, AND RELEASE AGREEMENT (UCC 9620) (July 9th, 2004)

THIS SURRENDER OF COLLATERAL, CONSENT TO STRICT FORECLOSURE, AND RELEASE AGREEMENT (the “Agreement”) is entered into on June 18, 2004 by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company (“Lender”), and U.S. PLASTIC LUMBER LTD., a Delaware corporation (“Debtor”), and U.S. PLASTIC LUMBER IP CORPORATION, a Delaware corporation, U.S. PLASTIC LUMBER CORP., a Nevada corporation, and U.S. PLASTIC LUMBER FINANCE CORPORATION, a Delaware corporation (collectively the “Guarantors”).

U S Plastic Lumber Corp – EIGHTH AMENDMENT TO JUNIOR PARTICIPATION AGREEMENT (June 15th, 2004)

This Eighth Amendment to Junior Participation Agreement (this “Amendment”) dated as of May 31, 2004, is entered into by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company (“Ampac”), and SCHULTES, INC., a New Jersey corporation (together with its successors and any permitted assigns, the “Participant”).

U S Plastic Lumber Corp – AMENDED AND RESTATED SECURED PROMISSORY NOTE (June 15th, 2004)

This Note is the Special Advance Promissory Note referred to in, and is issued pursuant to, that certain Loan and Security Agreement by and between Borrower and GBCC, dated December 19, 2002 (hereinafter, as amended, restated, supplemented or modified from time to time, including without limitation, by: (i) that certain Second Amendment to Loan and Security Agreement and Limited Waiver of Defaults by and between Borrower and GBCC dated as of July 25, 2003, as amended from time to time, the “Second Amendment”; (ii) that certain Third Amendment to Loan and Security Agreement and Limited Waiver of Defaults by and between Borrower and GBCC dated as of December 11, 2003, as amended from time to time, the “Third Amendment”; (iii) that certain Fourth Amendment to Loan and Security Agreement by and between Borrower and GBCC dated as of February 23, 2004, as amended from time to time, the “Fourth Amendment”; (iv) that certain Fifth Amendment to Loan and Security Agreement by and between Borrowe

U S Plastic Lumber Corp – SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (June 15th, 2004)

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 8, 2004, by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company (“AMPAC”), as successor in interest to GUARANTY BUSINESS CREDIT CORPORATION, a Delaware corporation (“GBCC”), and U.S. PLASTIC LUMBER LTD., a Delaware corporation (the “Company”), with respect to the following:

U S Plastic Lumber Corp – SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (June 15th, 2004)

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 31, 2004, by and between AMPAC CAPITAL SOLUTIONS, LLC, a Nevada limited liability company (“AMPAC”), as successor in interest to GUARANTY BUSINESS CREDIT CORPORATION, a Delaware corporation (“GBCC”), and U.S. PLASTIC LUMBER LTD., a Delaware corporation (the “Company”), with respect to the following:

U S Plastic Lumber Corp – ASSET PURCHASE AGREEMENT (December 22nd, 2003)

EXHIBIT 10.2 ASSET PURCHASE AGREEMENT This Purchase Agreement (the "AGREEMENT") is made and entered into on this 15th day of December, 2003 by and between U.S. PLASTIC LUMBER LTD., a Delaware corporation (hereinafter referred to as "SELLER"), and ILLINOIS TOOL WORKS INC., a Delaware corporation, or its nominee wholly owned subsidiary (hereinafter referred to as "BUYER"). RECITALS: 1. SELLER is in the business of manufacturing and selling tier sheets and slipsheets (the "Business"). 2. BUYER wishes to purchase substantially all of the assets which are used by the SELLER to conduct the Business, other than the Chicago, Illinois operating facility noted below, for the purchase price set forth herein and upon and subject to the terms and conditions hereinafter set forth. BUYER shall assume no trade obligations, interest bearing debt, bank draft

U S Plastic Lumber Corp – THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (December 22nd, 2003)

EXHIBIT 10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS (this "AMENDMENT") is entered into as of December 11, 2003, by and between GUARANTY BUSINESS CREDIT CORPORATION, A DELAWARE CORPORATION ("GBCC") and U.S. PLASTIC LUMBER LTD., A DELAWARE CORPORATION (the "COMPANY"), with respect to the following: A. GBCC and the Company have entered into that certain Loan and Security Agreement dated as of December 19, 2002 (as amended, restated, modified and supplemented from time to time, including by this Amendment, the "LOAN AGREEMENT"). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. B. GBCC and the Company have entered into that certain Second Amendme

U S Plastic Lumber Corp – GUARANTY BUSINESS CREDIT CORPORATION (October 31st, 2003)

This letter agreement (this “Letter Agreement”) is delivered to U. S. Plastic Lumber, Ltd., a Delaware corporation (“Company”), in connection with (a) the Loan and Security Agreement dated as of December 19, 2002 (as amended, restated, modified and supplemented from time to time, including, without limitation, by the “Second Amendment” as herein defined, the “Loan Agreement”) between Guaranty Business Credit Corporation, a Delaware corporation (“Lender”), and Company, (b) the Second Amendment to Loan and Security Agreement and Limited Waiver of Defaults between Company and Lender dated as of July 25, 2003 with respect to the Loan Agreement (as amended, supplemented and modified from time to time, the “Second Amendment”), and (c) the letter agreement dated as of July 25, 2003 regarding the amendment and waiver fee and early termination fee (as amended, supplemented and modified from time to time, the “Fee Letter”). Capitalized terms used but not defined in this Letter Agreement shall ha

U S Plastic Lumber Corp – THIRD AMENDMENT TO JUNIOR PARTICIPATION AGREEMENT (October 31st, 2003)

This Third Amendment to Junior Participation Agreement (this “Amendment”) dated as of October , 2003, is entered into between GUARANTY BUSINESS CREDIT CORPORATION, a Delaware corporation (“GBCC”), and SCHULTES, INC., a New Jersey Corporation (together with its successors and any permitted assigns) collectively the “Participant.”

U S Plastic Lumber Corp – AMENDED AND RESTATED SECURED PROMISSORY NOTE (Special Advance Promissory Note) (October 31st, 2003)

This Note is the Special Advance Promissory Note referred to in, and is issued pursuant to, that certain Loan and Security Agreement among Borrower and GBCC, dated December 19, 2002 (hereinafter, as amended, restated, supplemented or modified from time to time, including, without limitation, by that certain Second Amendment to Loan and Security Agreement and Limited Waiver of Defaults, the “Second Amendment”, between Borrower and GBCC dated as of July 25, 2003, and by that certain Letter Agreement between Borrower and GBCC dated as of even date herewith, the “Loan Agreement”), and is entitled to all of the benefits and security of the Loan Agreement and the other Transaction Documents. All of the terms, covenants and conditions of the Loan Agreement and the Transaction Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in

U S Plastic Lumber Corp – Re: Notice of Event of Default under Loan and Security Agreement (July 30th, 2003)

Exhibit 10.4 July 10, 2003 U.S. Plastic Lumber, Ltd. 2300 Glades Road, Suite 440 West Boca Raton, Florida 33431 Attn: Mark Alsentzer, CEO Re: Notice of Event of Default under Loan and Security Agreement Dear Mr. Alsentzer: Reference is made to the Loan and Security Agreement dated as of December 19, 2002 (as amended, restated, supplemented and modified from time to time, the "Loan Agreement") between U.S. Plastic Lumber, Ltd., a Delaware corporation ("Company"), and Guaranty Business Credit Corporation, a Delaware corporation ("GBCC"). Terms used herein with initial capital letters, to the extent not otherwise defined herein, shall have the meanings given in the Loan Agreement. Notice is hereby given that one or more Events of Default exist and are continuing due to Company's failure to comply with the terms and conditions of: (a)

U S Plastic Lumber Corp – SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (July 30th, 2003)

Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS (this "Amendment") is entered into as of July __, 2003, by and between GUARANTY BUSINESS CREDIT CORPORATION, a Delaware Corporation ("GBCC") and U.S. PLASTIC LUMBER LTD., a Delaware Corporation ("Company"), with respect to the following: A. GBCC and Company have entered into that certain Loan and Security Agreement dated as of December 19, 2002 (as amended, restated, modified and supplemented from time to time, including by this Amendment, the "Loan Agreement"). Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement. B. As set forth in those certain Notice of Default letters from GBCC to Company dated June 6 a

U S Plastic Lumber Corp – SECURED PROMISSORY NOTE (July 30th, 2003)

Exhibit 10.2 SECURED PROMISSORY NOTE (Special Advance Promissory Note) $750,000.00 July 25, 2003 Los Angeles, California FOR VALUE RECEIVED, the undersigned (the, "Borrower"), hereby promises to pay to the order of GUARANTY BUSINESS CREDIT CORPORATION (hereinafter "GBCC"), at its offices located at 333 South Grand Avenue, Suite 1650, Los Angeles, California 90071, in such coin or currency of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000), or such lesser amount as Borrower has drawn pursuant to the Loan Agreement (as defined below) as Special Advance Loans, together with interest from and after the d

U S Plastic Lumber Corp – JUNIOR PARTICIPATION AGREEMENT (July 30th, 2003)

Exhibit 10.3 JUNIOR PARTICIPATION AGREEMENT This Junior Participation Agreement ("Agreement") dated effective as of July __, 2003 (the "Effective Date"), is entered into among GUARANTY BUSINESS CREDIT CORPORATION ("GBCC"), and _______________________________________________ _________________________________________________, (together with its successors and any permitted assigns) collectively the "Participant." RECITALS: A. GBCC and U.S. Plastic Lumber Ltd., a Delaware Corporation ("Company") have entered into that certain Loan and Security Agreement dated as of December 19, 2002, as amended, modified and restated from time to time, including as amended by the Second Amendment as hereinafter defined (the "Loan Agreement"). Capitalized terms herein, but not otherwise defined in this Agreement, shall have the meanings given to them in the Loan A

U S Plastic Lumber Corp – AMENDMENT TO LOAN AND SECURITY AGREEMENT (May 15th, 2003)

EXHIBIT 10.1 AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS This Amendment to Loan and Security Agreement and Limited Waiver of Defaults (this "Amendment") is entered into as of May 13, 2003 by and between GUARANTY BUSINESS CREDIT CORPORATION ("GBCC") and U.S. PLASTIC LUMBER LTD., a Delaware Corporation ("Borrower"), with respect to the following: A. GBCC and Borrower have entered into that certain Loan and Security Agreement dated as of December 19, 2002 (as amended, restated, modified and supplemented from time to time, the "Loan Agreement"). Capitalized terms used but not defined in this Amendment shall have the meanings given them in the Loan Agreement. B. Pursuant to an Asset Purchase Agreement between Borrower and Illinois Tool Works Inc., a Delaware corporation ("Buyer") d

U S Plastic Lumber Corp – PLEDGE AGREEMENT (January 10th, 2003)

Exhibit 10.12 PLEDGE AGREEMENT This Pledge Agreement is entered into as of the 19th day of December, 2002, by and between: PLEDGOR: U.S. PLASTIC LUMBER LTD. AND PLEDGEE: GUARANTY BUSINESS CREDIT CORPORATION 333 South Grand Avenue Suite 1650 Los Angeles, California 90071 Capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Loan Agreement (defined below). 1. Pledge of Collateral and Delivery of Pledged Collateral. 1.1 Pledgor hereby pledges and assigns to Pledgee and grants to Pledgee a security interest in all of the Collateral described in Section 2 below, whether now owned or hereafter acquired, now or at any time hereafter in the possession, custody o

U S Plastic Lumber Corp – SECURED CONTINUING CORPORATE GUARANTY (January 10th, 2003)

Exhibit 10.2 SECURED CONTINUING CORPORATE GUARANTY FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to U.S. PLASTIC LUMBER LTD. a Delaware corporation ("Borrower"), by GUARANTY BUSINESS CREDIT CORPORATION ("Lender"), the undersigned, U.S. PLASTIC LUMBER CORP., a Nevada corporation ("Guarantor"), hereby agrees as follows: 1. GUARANTY OF OBLIGATIONS. Guarantor unconditionally, absolutely and irrevocably guarantees the full and prompt payment and performance when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to become due, including, without limitation, under or in connec

U S Plastic Lumber Corp – AMENDED AND RESTATED WAIVER AND MODIFICATION AGREEMENT (January 10th, 2003)

Exhibit 10.21 AMENDED AND RESTATED WAIVER AND MODIFICATION AGREEMENT THIS AMENDED AND RESTATED WAIVER AND MODIFICATION AGREEMENT ("Agreement"), is entered into as of this 19h day of December, 2002 by and among General Electric Capital Corporation, a Delaware corporation, whose address is 44 Old Ridgebury Road, Danbury, CT 06810 ("GE Capital"), the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc. as successor to HSBC Business Loans, Inc., People's Capital and Leasing Corp., Safeco Credit Company, Inc. and Siemens Financial Services, Inc., formerly known as Siemens Credit Corporation (collectively with GE Capital, the "Lenders"), U.S. Plastic Lumber Ltd., a Delaware corporation with its chief executive office located at 2300 W. Glades Road, Suite 440, Boca Raton, Florida 33431, The Eaglebrook Group, Inc., a Delaware corporation with its chief executive office located at 2600 W

U S Plastic Lumber Corp – INTERCREDITOR AND SUBORDINATION AGREEMENT (January 10th, 2003)

Exhibit 10.13 INTERCREDITOR AND SUBORDINATION AGREEMENT This Intercreditor and Subordination Agreement (this "Agreement"), dated as of December 19, 2002 is entered into by and between U.S. Plastic Lumber Corp., U.S. Plastic Lumber Finance Corporation, U.S. Plastic Lumber IP Corporation (collectively, and together with their respective permitted successors and assigns, "Subordinated Lender") and Guaranty Business Credit Corporation (together with all of its successors and assigns, "Senior Lender"), to determine the parties' respective rights, remedies and interests with respect to U.S. Plastic Lumber Ltd. ("Borrower"). This Agreement is made with respect to the following facts: A. Subordinated Lender is a creditor of Borrower as a result of Subordinated Lender extending or committing in the future to extend credit to Borrower whic

U S Plastic Lumber Corp – SECURITY AGREEMENT (January 10th, 2003)

Exhibit 10.7 SECURITY AGREEMENT This Security Agreement is entered into as of December 19, 2002, by and between U.S. Plastic Lumber IP Corporation, a Delaware corporation ("Debtor"), with an address for notices at 2300 Glades Road, Suite 4400, Boca Raton, Florida 33486, and GUARANTY BUSINESS CREDIT CORPORATION ("Secured Party"), located at 333 South Grand Avenue, Suite 1650, Los Angeles, California 90071. 1. Grant of Security Interest. Debtor hereby grants to Secured Party a continuing lien on and security interest in the property described or referred to in Paragraph 2 below (collectively, the "Collateral") to secure prompt payment and full performance of the liabilities described in Paragraph 3 below (collectively, the "Liabilities"). 2. Collateral. The Collateral consists of all personal property and assets now or hereafter owne

U S Plastic Lumber Corp – SECURED CONTINUING CORPORATE GUARANTY (January 10th, 2003)

Exhibit 10.3 SECURED CONTINUING CORPORATE GUARANTY FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to U.S. PLASTIC LUMBER LTD. a Delaware corporation ("Borrower"), by GUARANTY BUSINESS CREDIT CORPORATION ("Lender"), the undersigned, U.S. PLASTIC LUMBER FINANCE CORPORATION, a Delaware corporation ("Guarantor"), hereby agrees as follows: 1. GUARANTY OF OBLIGATIONS. Guarantor unconditionally, absolutely and irrevocably guarantees the full and prompt payment and performance when due, whether by acceleration or otherwise, and at all times thereafter, of all obligations of Borrower to Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing or due or to become due, including, without limitation, under or

U S Plastic Lumber Corp – PLEDGE AGREEMENT (January 10th, 2003)

Exhibit 10.11 PLEDGE AGREEMENT This Pledge Agreement is entered into as of the 19th day of December, 2002, by and between: PLEDGOR: U.S. PLASTIC LUMBER FINANCE CORPORATION AND PLEDGEE: GUARANTY BUSINESS CREDIT CORPORATION 333 South Grand Avenue Suite 1650 Los Angeles, California 90071 Capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Loan Agreement (defined below). 1. Pledge of Collateral and Delivery of Pledged Collateral. 1.1 Pledgor hereby pledges and assigns to Pledgee and grants to Pledgee a security interest in all of the Collateral described in Section 2 below, whether now owned or hereafter acquired, now or at any time hereafter in the posses

U S Plastic Lumber Corp – SECOND AMENDED AND RESTATED SECURITY AGREEMENT (January 10th, 2003)

Exhibit 10.18 SECOND AMENDED AND RESTATED SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement") dated as of December 19, 2002 is between QUAKERTOWN, LLC (the "Company") and BANK OF AMERICA, N.A. ("Bank of America"), in its capacity as Administrative Agent (as defined below) for the Banks (as defined below). W I T N E S S E T H: WHEREAS, U.S. Plastic Lumber Corp. ("USPL") entered into a Credit Agreement dated as of September 9, 2002 (the "Credit Agreement") with various financial institutions (the "Banks") and Bank of America, as administrative agent (in such capacity, the "Administrative Agent"); WHEREAS, USPL, various subsidiaries thereof and the Administrative Agent entered into an Amended and Restated Security Agreement dated as of September 9, 2002 (the "Existing Security Agreement") to secure their ob

U S Plastic Lumber Corp – SUBORDINATION AGREEMENT (January 10th, 2003)

Exhibit 10.15 SUBORDINATION AGREEMENT This Subordination Agreement ("Agreement") is entered into as of this 19th day of December between Guaranty Business Credit Corporation ("GBCC"), General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People's Capital and Leasing Corp., Safeco Credit Company and Siemens Financial Services, Inc. (collectively the "Lenders"). RECITALS: WHEREAS, GBCC has or will be obtaining a security interest in all of the assets of U.S. Plastic Lumber, Ltd. and U.S. Plastic Lumber Corp. (collectively, the "Debtors") except as specifically excluded in the lending agreements between Debtors and GBCC (the "GBCC Collateral"); WHEREAS, the Lenders currently hold: (i) a first priority security interest in the equipment described on Exhibit 1 hereto an

U S Plastic Lumber Corp – SECURITY AGREEMENT (January 10th, 2003)

Exhibit 10.5 SECURITY AGREEMENT This Security Agreement is entered into as of December 19, 2002, by and between U.S. Plastic Lumber Corp., a Nevada corporation ("Debtor"), with an address for notices at 2300 Glades Road, Suite 4400, Boca Raton, Florida 33486, and GUARANTY BUSINESS CREDIT CORPORATION ("Secured Party"), located at 333 South Grand Avenue, Suite 1650, Los Angeles, California 90071. 1. Grant of Security Interest. Debtor hereby grants to Secured Party a continuing lien on and security interest in the property described or referred to in Paragraph 2 below (collectively, the "Collateral") to secure prompt payment and full performance of the liabilities described in Paragraph 3 below (collectively, the "Liabilities"). 2. Collateral. The Collateral consists of all personal property and assets now or hereafter owned by Debto

U S Plastic Lumber Corp – PLEDGE AGREEMENT (January 10th, 2003)

Exhibit 10.10 PLEDGE AGREEMENT This Pledge Agreement is entered into as of the 19th day of December, 2002, by and between: PLEDGOR: U.S. PLASTIC LUMBER CORP. AND PLEDGEE: GUARANTY BUSINESS CREDIT CORPORATION 333 South Grand Avenue Suite 1650 Los Angeles, California 90071 Capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in the Loan Agreement (defined below). 1. Pledge of Collateral and Delivery of Pledged Collateral. 1.1 Pledgor hereby pledges and assigns to Pledgee and grants to Pledgee a security interest in all of the Collateral described in Section 2 below, whether now owned or hereafter acquired, now or at any time hereafter in the possession, custody

U S Plastic Lumber Corp – INDEMNITY AND UNDERTAKING AGREEMENT (January 10th, 2003)

Exhibit 10.23 INDEMNITY AND UNDERTAKING AGREEMENT THIS INDEMNITY AND UNDERTAKING AGREEMENT ("Agreement") is entered into as of the 19th day of December, 2002 by and among General Electric Capital Corporation, a Delaware corporation, whose address is 44 Old Ridgebury Road, Danbury, CT 06810 ("GE Capital"); the CIT Group/Equipment Financing, Inc.; HSBC Business Credit (USA), Inc. as successor to HSBC Business Loans, Inc.; People's Capital and Leasing Corp.; Safeco Credit Company, Inc. and Siemens Financial Services, Inc., formerly known as Siemens Credit Corporation (collectively with GE Capital, the "Lenders"); U.S. Plastic Lumber Ltd., a Delaware corporation with its chief executive office located at 2300 W. Glades Road, Suite 440, Boca Raton, Florida 33431; and The Eaglebrook Group, Inc., a Delaware corporation with its chief executive office located at 2600 W. Roosevelt Road, Chicago,