Halifax Letter
June 7, 2002
Page 1
EXHIBIT 10.4
[TO BE PRINTED ON HALIFAX FUND, L.P. LETTERHEAD]
June 7, 2002
Xx. Xxxxx X. Xxxxxxx
Executive Vice President and Secretary
U.S. Plastic Lumber Corp.
0000 X. Xxxxxx Xx., Xxxxx 000X
Xxxx Xxxxx, Xxxxxxx 00000
HALIFAX CONSENT AND WAIVER
Dear Xxxxx:
Halifax Fund, L.P. and its affiliated entities (collectively,
"HALIFAX"), as holders of the Convertible Debenture Purchase Agreements dated as
of February 2, 2000 and June 15, 2001 between USPL and Halifax (the "PURCHASE
AGREEMENTS") and the related Convertible Debentures due February 2, 2005 (the
"February 2005 Debenture") and May 31, 2002 (the "May 2002 DEBENTURE"),
respectively, and together with the Purchase Agreements and all other related
documents, instruments and agreements, the "HALIFAX DOCUMENTS", hereby state
that they have no objection to the sale of all of the issued and outstanding
capital stock of Clean Earth, Inc., a Delaware corporation ("CLEAN EARTH") by
U.S. Plastic Lumber Corp., a Nevada corporation ("USPL") to CEI Holding
Corporation, a Delaware corporation and/or CEI Acquisition Corp., a Delaware
corporation, or such other nominee as sponsored by EOS Partners, L.P. (the
"CLEAN EARTH SALE TRANSACTION"). ). In particular, Halifax hereby waives any and
all defaults that may arise under, or relate to, the Halifax Documents as a
result of the Clean Earth Sale Transaction, including but not limited to, any
default pursuant to Section 19(g) of the February 2002 Debenture and Section 17
(g) of the May 2002 Debenture.
Subject to the execution of definitive documentation as
contemplated by the letter dated June 6, 2002 from USPL addressed to Xxxxx
Xxxxxxx of The Palladin Group, L.P., upon the consummation of the Clean Earth
Sale Transaction, Halifax will (i) release any and all of its liens upon, and
security interests in, all of the assets of Clean Earth, Inc. and its
subsidiaries (including but not limited to any liens or security interest
against the capital stock of Clean Earth and its subsidiaries), and (ii)
cooperate with and/or authorize USPL or Clean Earth to file any documents
necessary to terminate Halifax's liens and/or security interests of record as
herein indicated.
This letter agreement is intended to be a binding agreement
between the parties hereto and shall be governed by the laws of the State of New
York, without giving effect to the conflict or choice of law provisions or
rules.
Very truly yours,
HALIFAX FUND, L.P.
By: /s/ XXXXXX XXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: Managing Director
