EXHIBIT 10.49
November 13, 2000
Xxxxx Partnership
000 Xxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Ladies/Gentlemen:
Please refer to the Subordination Agreement dated as of June 30, 2000 (the
"Subordination Agreement") between you and the undersigned. Unless otherwise
defined herein, terms used herein have the meanings ascribed to them in the
Subordination Agreement. The parties hereby agree that Schedule I to the
Subordination Agreement is deleted in its entirety and the following is
substituted therefor:
"EXCEPTIONS:
The Borrower may (i) make interest payments on the Xxxxx Note in accordance with
the terms thereof, and (ii) with the approval of the Required Banks (as defined
in the Credit Agreement), use the Net Cash Proceeds (as defined in the Credit
Agreement) from the sale of Clean Earth, Inc. to first, repay in full the Term
Loans (as defined in the Credit Agreement), second, repay the Xxxxx Note, and
third, repay the other obligations under the Credit Agreement."
This letter is limited to the matters specifically set forth herein and shall
not be deemed to constitute an amendment, waiver or consent with respect to any
other matter whatsoever. Except as specifically set forth herein, the
Subordination Agreement shall remain in full force and effect and is hereby
ratified in all respects.
This letter may be executed in counterparts and by the parties hereto on
separate counterparts. This letter shall be governed by the laws of the State of
Illinois applicable to contracts made and to be performed entirely within such
State.
Please evidence your agreement to the foregoing by signing and returning a
counterpart of this letter.
Very truly yours,
U.S. PLASTIC LUMBER CORP.
By:
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Title: Xxxx X. Xxxxxx, Chief Financial Officer
Accepted and Agreed
as of the date first written above:
XXXXX PARTNERSHIP
By:
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Title: Xxxx X. Xxxxxxxxx, Managing Partner
