Amendment to Convertible Debenture

EX-10.11 13 g76957exv10w11.txt AMENDMENT TO CONVERTIBLE DEBENTURE EXHIBIT 10.11 AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT AMENDMENT TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT ("AGREEMENT") dated as of April 4, 2002 between the U.S. Plastic Lumber Corp. (the "Company"), and Stout Partnership, a New Jersey Partnership (the "INVESTORS") 6 W I T N E S S E T H: WHEREAS, U.S. Plastic Lumber Corp. (the "Company") and the Investors have heretofore entered into a Convertible Debenture Agreement on December 1, 2000 in the aggregate amount of $5,000,000 which was subsequently amended on March 15, 2001; and WHEREAS, the Company and the Investors are desirous of amending the Convertible Debenture Agreement to further extend the due date of the debentures; and WHEREAS, the Investors are major shareholders in the Company and derive economic benefit from the success of the Company, and WHEREAS, the Investors are willing to execute this Amendment; NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. MATURITY DATE. The Maturity Date as defined in the Debenture shall be amended to be July 1, 2003. 2. CONSIDERATION FOR MATURITY DATE EXTENSION. In consideration for extending the Maturity Date of the Debenture the Company agrees to increase the interest rate from 11.5% to 16% per annum payable monthly, said increase in interest rate to take effect as of April 1, 2002. 3. MISCELLANEOUS. All remaining terms of the Convertible Debenture Purchase Agreement and related agreements between the Company and Investors are unchanged and shall remain in full force and effect. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. This Agreement may be executed in two or more counterparts, all of which shall be considered on and the same agreement, it being understood that all parties need not sign the same counterpart. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above. STOUT PARTNERSHIP /s/ GARY J. ZIEGLER -------------------------------- Gary J. Ziegler Title: Managing Partner U.S. Plastic Lumber Corp. /s/ BRUCE C. ROSETTO -------------------------------- Bruce C. Rosetto, Secretary