U S PLASTIC LUMBER CORP
AMENDED & RESTATED GUARANTY
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>g78427exv10w3.txt
<DESCRIPTION>AMENDED & RESTATED GUARANTY
<TEXT>
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                                                                    EXHIBIT 10.3


                          AMENDED AND RESTATED GUARANTY

         THIS AMENDED AND RESTATED GUARANTY dated as of September 9, 2002 is
executed in favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), individually and
as Administrative Agent (as defined below), and the Banks (as defined below).

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, U.S. Plastic Lumber Corp. (the "COMPANY"), various financial
institutions (the "BANKS") and Bank of America, as administrative agent for the
Banks (in such capacity, the "ADMINISTRATIVE AGENT"), have entered into a Credit
Agreement dated as of September 9, 2002 (as amended, restated or otherwise
modified from time to time, the "CREDIT AGREEMENT"); and

         WHEREAS, each of the undersigned will benefit from the making of loans
and the issuance of letters of credit pursuant to the Credit Agreement and is
willing to guaranty the Liabilities (as defined below) as hereinafter set forth;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of the undersigned hereto
agrees as follows:

         1. DEFINITIONS. Capitalized terms used herein but not defined herein
have the meanings assigned to such terms in the Credit Agreement.

         2. GUARANTY. Each of the undersigned hereby jointly and severally
unconditionally, as primary obligor and not merely as surety, guarantees the
full and prompt payment when due, whether by acceleration or otherwise, and at
all times thereafter, of all obligations of the Company howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, under the Credit Agreement or any
other Loan Document, as the same may be amended, modified, extended or renewed
from time to time, plus all costs and expenses paid or incurred by the
Administrative Agent or any Bank in enforcing this Guaranty or any other
applicable Loan Document against such undersigned (all of the foregoing
obligations being herein collectively called the "LIABILITIES"); PROVIDED,
HOWEVER, that the liability of each of the undersigned hereunder shall be
limited to the maximum amount of the Liabilities which such undersigned may
guaranty without rendering this Guaranty void or voidable under any fraudulent
conveyance or fraudulent transfer law.

         Each of the undersigned agrees that, in the event of the occurrence of
any Event of Default under Section 8.1.5 of the Credit Agreement, and if such
event shall occur at a time when any of the Liabilities may not then be due and
payable, such undersigned will pay to the Administrative Agent for the account
of the Banks forthwith the full amount which would be payable hereunder by such
undersigned if all Liabilities were then due and payable.

         To secure all obligations of each of the undersigned hereunder, the
Administrative Agent and each Bank shall have a lien on and security interest in
(and may, without demand or notice of any kind, at any time and from time to
time when any amount shall be due and payable by such undersigned hereunder,
appropriate and apply toward the payment of such amount, in such order of
application as the Administrative Agent or the Banks may elect, in accordance
with the Credit Agreement, if then in effect) any and all balances, credits,



<PAGE>

deposits, accounts or moneys of or in the name of such undersigned now or
hereafter with the Administrative Agent or such Bank and any and all property of
every kind or description of or in the name of such undersigned now or
hereafter, for any reason or purpose whatsoever, in the possession or control
of, or in transit to, the Administrative Agent or such Bank or any agent or
bailee for the Administrative Agent or such Bank.

         This Guaranty shall in all respects be a continuing, irrevocable,
absolute and unconditional guaranty of payment and performance and not only
collectibility, and shall remain in full force and effect (notwithstanding,
without limitation, the dissolution of any of the undersigned, that at any time
or from time to time no Liabilities are outstanding or any other circumstance)
until all Commitments have terminated and all Liabilities have been paid in
full.

         The undersigned further agree that if at any time all or any part of
any payment theretofore applied by the Administrative Agent or any Bank to any
of the Liabilities is or must be rescinded or returned by the Administrative
Agent or such Bank for any reason whatsoever (including, without limitation, the
insolvency, bankruptcy or reorganization of the Company or any of the
undersigned), such Liabilities shall, for the purposes of this Guaranty, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence, notwithstanding such application by the Administrative
Agent or such Bank, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such Liabilities, all as though such
application by the Administrative Agent or such Bank had not been made.

         The Administrative Agent or any Bank may, from time to time, at its
sole discretion and without notice to the undersigned (or any of them), take any
or all of the following actions: (a) retain or obtain a security interest in any
property to secure any of the Liabilities or any obligation hereunder, (b)
retain or obtain the primary or secondary obligation of any obligor or obligors,
in addition to the undersigned, with respect to any of the Liabilities, (c)
extend or renew any of the Liabilities for one or more periods (whether or not
longer than the original period), alter or exchange any of the Liabilities, or
release or compromise any obligation of any of the undersigned hereunder or any
obligation of any nature of any other obligor with respect to any of the
Liabilities, (d) release its security interest in, or surrender, release or
permit any substitution or exchange for, all or any part of any property
securing any of the Liabilities or any obligation hereunder, or extend or renew
for one or more periods (whether or not longer than the original period) or
release, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such property, and (e) resort to the undersigned (or
any of them) for payment of any of the Liabilities when due, whether or not the
Administrative Agent or such Bank shall have resorted to any property securing
any of the Liabilities or any obligation hereunder or shall have proceeded
against any other of the undersigned or any other obligor primarily or
secondarily obligated with respect to any of the Liabilities.

         Any amounts received by the Administrative Agent or any Bank from
whatever source on account of the Liabilities may be applied by it toward the
payment of the Liabilities in accordance with the Credit Agreement; and,
notwithstanding any payments made by or for the account of any of the
undersigned pursuant to this Guaranty, the undersigned shall not be subrogated
to any rights of the Administrative Agent or any Bank until such time as this
Guaranty shall have been discontinued as to all of the undersigned and the
Administrative Agent and the Banks shall have received payment of the full
amount of all Liabilities.




                                      -2-
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         The undersigned hereby expressly waive: (a) notice of the acceptance by
the Administrative Agent or any Bank of this Guaranty, (b) notice of the
existence or creation or non-payment of all or any of the Liabilities, (c)
presentment, demand, notice of dishonor, protest, and all other notices
whatsoever, and (d) all diligence in collection or protection of or realization
upon any Liabilities or any security for or guaranty of any Liabilities.

         Each of the undersigned further agrees to pay all expenses (including
reasonable attorneys' fees and legal expenses) paid or incurred by the
Administrative Agent or any Bank in endeavoring to collect the Liabilities of
such undersigned, or any part thereof, and in enforcing this Guaranty against
such undersigned.

         The creation or existence from time to time of additional Liabilities
to the Administrative Agent or any Bank or any of them is hereby authorized,
without notice to the undersigned (or any of them), and shall in no way affect
or impair the rights of the Administrative Agent or any Bank or the obligations
of the undersigned under this Guaranty.

         The Administrative Agent and any Bank may from time to time, without
notice to the undersigned (or any of them), assign or transfer any or all of the
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Liabilities
shall be and remain Liabilities for the purposes of this Guaranty, and each and
every immediate and successive assignee or transferee of any of the Liabilities
or of any interest therein shall, to the extent of the interest of such assignee
or transferee in the Liabilities, be entitled to the benefits of this Guaranty
to the same extent as if such assignee or transferee were a Bank.

         No delay on the part of the Administrative Agent or any Bank in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Administrative Agent or any Bank of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy; nor shall any modification or waiver of any provision of
this Guaranty be binding upon the Administrative Agent or any Bank except as
expressly set forth in a writing duly signed and delivered on behalf of the
Administrative Agent (or, if at any time there is no Administrative Agent, the
Required Banks or, if required pursuant to Section 14.1 of the Credit Agreement,
all Banks). No action of the Administrative Agent or any Bank permitted
hereunder shall in any way affect or impair the rights of the Administrative
Agent or any Bank or the obligations of the undersigned under this Guaranty. For
purposes of this Guaranty, Liabilities shall include all obligations of the
Company to the Administrative Agent or any Bank arising under or in connection
with any Loan Document, notwithstanding any right or power of the Company or
anyone else to assert any claim or defense as to the invalidity or
unenforceability of any obligation, and no such claim or defense shall affect or
impair the obligations of the undersigned hereunder.

         Pursuant to the Credit Agreement, (a) this Guaranty has been delivered
to the Administrative Agent and (b) the Administrative Agent has been authorized
to enforce this Guaranty on behalf of itself and each of the other Banks. All
payments by the undersigned pursuant to this Guaranty shall be made to the
Administrative Agent for application as set forth in the Credit Agreement or, if
there is no Administrative Agent, to the Banks for their ratable benefit.




                                      -3-
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         This Guaranty shall be binding upon the undersigned and the successors
and assigns of the undersigned; and to the extent that the Company or any of the
undersigned is either a partnership or a corporation, all references herein to
the Company and to the undersigned, respectively, shall be deemed to include any
successor or successors, whether immediate or remote, to such partnership or
corporation. The term "UNDERSIGNED" as used herein shall mean all parties
executing this Guaranty and each of them, and all such parties shall be jointly
and severally obligated hereunder.

         This Guaranty has been delivered at Chicago, Illinois, and shall be
construed in accordance with and governed by the internal laws of the State of
Illinois. Wherever possible each provision of this Guaranty shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Guaranty shall be prohibited by or invalid under such law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Guaranty.

         This Guaranty may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together
constitute one and the same Guaranty. At any time after the date of this
Guaranty, one or more additional persons or entities may become parties hereto
by executing and delivering to the Administrative Agent a counterpart of this
Guaranty. Immediately upon such execution and delivery (and without any further
action), each such additional person or entity will become a party to, and will
be bound by all of the terms of, this Guaranty.

         This Guaranty is secured pursuant to a Security Agreement dated as of
even date herewith (as amended or otherwise modified from time to time) and may
be secured by one or more other agreements (including, without limitation, one
or more pledge agreements, mortgages, deeds of trust or other similar
documents).

         This Guaranty amends and restates the Guaranty dated as of June 30,
2002 among the Administrative Agent, the other original signatories hereto and
various other parties. Nothing contained in this Guaranty shall be construed to
release, cancel, terminate or otherwise adversely affect any guaranty previously
made in favor of the Administrative Agent by any Guarantor.

         ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE
OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE
UNDERSIGNED FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED



                                      -4-
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MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH UNDER ITS NAME IN SCHEDULE I
HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE
ADMINISTRATIVE AGENT AS ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH OF THE UNDERSIGNED HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         EACH OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF
THE ADMINISTRATIVE AGENT AND EACH BANK, HEREBY WAIVES ANY RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS
GUARANTY, OR ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.





                                      -5-
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         IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered
as of the day and year first above written.

                                       U.S. PLASTIC LUMBER LTD.


                                       By: /s/ Bruce Rosetto
                                          ------------------------------------
                                       Name Printed: Bruce Rosetto
                                                    --------------------------
                                       Title:
                                             ---------------------------------

                                       U.S. PLASTIC LUMBER FINANCE CORPORATION

                                       By: /s/ Bruce Rosetto
                                          ------------------------------------
                                       Name Printed: Bruce Rosetto
                                                    --------------------------
                                       Title:
                                             ---------------------------------


                                       THE EAGLEBROOK GROUP, INC.


                                       By: /s/ Bruce Rosetto
                                          ------------------------------------
                                       Name Printed: Bruce Rosetto
                                                    --------------------------
                                       Title:
                                             ---------------------------------


                                       U.S. PLASTIC LUMBER IP CORPORATION


                                       By: /s/ Bruce Rosetto
                                          ------------------------------------
                                       Name Printed: Bruce Rosetto
                                                    --------------------------
                                       Title:
                                             ---------------------------------



                                      -6-

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