1
Exhibit 10.6
U.S. PLASTIC LUMBER CORP.
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
August 31, 2001
Fusion Capital Fund II, LLC
000 Xxxxxxxxxxx Xxxx Xxxxx
Xxxxx 0-000
Xxxxxxx, Xxxxxxxx 00000
RE: U.S. PLASTIC LUMBER CORP.
Gentlemen:
This letter is being delivered to confirm our understanding with
respect to certain issues under that certain Amended and Restated Common Stock
Purchase Agreement, dated as of May 16, 2001 (the "Purchase Agreement"), by and
between U.S. PLASTIC LUMBER CORP., a Nevada corporation (the "Company") and
FUSION CAPITAL FUND II, LLC ("Fusion"), with respect to the purchase by Fusion
of up to $6,000,000 of common stock of the Company. All capitalized terms used
in this letter that are not defined in this letter shall have the meanings set
forth in the Purchase Agreement. The Company and Fusion agree follows:
(1) Section 11(k)(iii) of the Purchase Agreement is hereby amended and restated
in its entirety as: "(iii) In the event that (x) the Company shall have failed
to file with the SEC a registration statement registering the Purchase Shares
and the Commitment Shares on before October 31, 2001, or (y) the SEC has not
entered an order declaring such registration statement effective under the 1933
Act on or before February 28, 2002, or (z) the Commencement shall not have
occurred on or before March 6, 2002, the Buyer shall have the option to
terminate this Agreement at the close of business on such date or thereafter
without liability to the Company."
(2) The term "Registrable Securities" as defined in the Registration Rights
Agreement shall be deemed to include the Warrant Shares as defined in that
certain Warrant issued to Fusion by the Buyer as of the date hereof.
In consideration of the forgoing, the Company shall immediately issue
to Fusion 100,000 common stock purchase warrants in the form of Exhibit A
attached hereto.
Very truly yours,
U.S. PLASTIC LUMBER CORP.
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
ACKNOWLEDGED AND AGREED:
FUSION CAPITAL FUND II, LLC
By:
------------------------------
A Managing Member
