~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION Washington, DC 20549

~~UNITED~~FORM ~~STATES~~8-K ~~SECURITIES AND EXCHANGE COMMISSION~~ ~~Washington, DC 20549~~

~~FORM 8-K~~ CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~December~~July 1925, ~~2002~~2003

U.S. PLASTIC LUMBER CORP. ~~(Exact name of registrant as specified in its charter)~~

Nevada		000-23855		87-0404343
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

2300 W. Glades Road, Suite 440 W. Boca Raton, Florida 33431 (Address of principal executive offices) (561) 394-3511 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)


Nevada	000-23855	87-0404343

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~TABLE~~2300 OFW. ~~CONTENTS~~Glades Road, Suite 440 W. Boca Raton, Florida 33431

~~SIGNATURE~~(Address EXHIBIT INDEX Loan and Security Agreement Guaranty/US Plastic Lumber Corp. Guaranty/US Plastic Lumber Finance Corporation Guaranty/US Plastic Lumber IP Security Agreement/US Plastic Lumber Corporation Security Agreement/US Plastic Lumber Finance Corp. Security Agreement/US Plastic Lumber IP Corp. Security Agreement/US Plastic Lumber IP Corp. Mortgage Security Agreement Pledge Agreement/US Plastic Lumber Corp Pledge Agreement/US Plastic Lumber Finance Corp. Pledge Agreement/US Plastic Lumber Ltd. Intercreditor and Subordination Agreement Subordination and Intercreditor Agreement Subordination Agreement Assignment and Assumption Agreement Notes Second Amended and Restated Security Agreement Guaranty Membership Interest Pledge Agreement Amended & Restated Waiver & Modification Agreement Collateral Assignments of ~~Option~~principal ~~Indemnity and Undertaking Agreement~~executive offices)

~~Table of Contents~~(561) 394-3511

~~References~~(Registrant’s totelephone ~~“USPL~~number,~~” the “Company,” “we,” “us” and “our” in this current~~ ~~report~~including ~~refer~~area ~~to U.S. Plastic Lumber Corp. and its subsidiaries and predecessors unless the context of the description indicates otherwise.~~ code)

~~FORWARD~~Not ~~LOOKING STATEMENTS~~Applicable

~~Certain~~(Former ~~statements~~name and information included in this current report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this current report, the words or ~~phrases~~former ~~“will”~~address, ~~“will likely result”, “are expected to”, “will~~ ~~continue”,~~if ~~“is~~changed ~~anticipated”,~~since ~~“estimated”,~~last “projected”, “intends to” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, including but not limited to failure to comply with principal obligations and covenants in debt and other agreements, the ability to obtain adequate financing on commercially acceptable terms, economic conditions, changes in law or regulations, failure to comply with Nasdaq’s requirements for continued listings of our common stock, demand for our products and services, newly developing technologies, conflicts of interest in related party transactions, regulatory matters, protection of technology, lack of industry standards, the effects of competition with entities with greater financial resources than those possessed by us, and stockholder dilution. Such factors could materially adversely affect our financial performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed within this current report. Additional discussion of such factors that could cause actual results to differ materially from management’s projections, forecasts, estimates and expectations is contained in our filings with the Securities and Exchange Commission. )

~~Item 5~~ References to “USPL,” the “Company,” “we,” “us” and “our” in this current report refer to U. ~~Other~~S. ~~Events~~Plastic Lumber Corp. and ~~Regulation FD~~its ~~Disclosure~~subsidiaries and predecessors unless the context of the description indicates otherwise.

OnFORWARD ~~December 20,~~LOOKING ~~2002, we completed the restructuring of our balance sheet~~STATEMENTS ~~by entering into the transactions described below. The following brief summary~~ of certain agreements entered into by us or some of our direct or indirect subsidiaries does not describe all material terms of these agreements and is qualified in its entirety by reference to such agreements, attached to this Current Report on Form 8-K as Exhibits 10.1-10.23. Please review the attached documents carefully.

OnCertain ~~December 20,~~statements ~~2002,~~and ~~U.S.~~information ~~Plastic~~included ~~Lumber~~in ~~Ltd.,~~this ~~our~~current ~~wholly-owned~~report ~~subsidiary~~constitute (“~~USPL~~forward-looking ~~Ltd.~~statements”), ~~obtained~~within athe ~~secured~~meaning ~~senior~~of ~~credit~~the ~~facility~~Private Securities ~~pursuant~~Litigation ~~to a~~Reform ~~certain~~Act ~~Loan~~of ~~and~~1995. ~~Security~~When ~~Agreement~~used (in this current report, the words or phrases “~~Loan~~will”, ~~Agreement~~“will likely result”), ~~with~~“are ~~Guaranty Business~~expected ~~Credit~~to”, ~~Corporation~~“will continue”, a“is ~~Delaware~~anticipated”, ~~corporation~~“estimated”, (“~~GBCC~~projected”), ~~dated~~“intends asto” ofor similar ~~December 19,~~expressions ~~2002~~are ~~(the~~intended ~~“GBCC~~to ~~Credit~~identify ~~Facility~~“forward-looking statements”). ~~The~~within ~~GBCC~~the meaning ~~Credit~~of ~~Facility~~the ~~is comprised~~Private ofSecurities aLitigation $3Reform Act of 1995.~~0 million~~ ~~term~~Such statements ~~loan~~are subject to certain risks, known and aunknown, ~~commitment~~and ~~for~~uncertainties, including upbut not limited to ~~$10.0 million~~failure to comply with principal obligations and covenants in debt and other agreements, the ~~form~~ability ofto aobtain ~~revolving~~adequate financing ~~line~~on commercially acceptable terms, economic conditions, changes in law or regulations, failure to comply with Nasdaq’s requirements for continued listing of ~~credit.~~our ~~The~~common stock, demand for our products and services, newly developing technologies, conflicts of interest ~~rate~~in onrelated ~~the~~party ~~GBCC~~transactions, ~~Credit~~regulatory ~~Facility~~matters, isprotection ~~100~~of ~~basis~~technology, ~~points~~lack ~~above~~of industry standards, the effects ~~prime~~of ~~rate~~competition ~~for~~with ~~the~~entities ~~revolving~~with ~~line~~greater financial resources than ofthose ~~credit~~possessed by us, and ~~150~~stockholder ~~basis~~dilution. ~~points~~Such ~~above~~factors ~~the~~could ~~prime~~materially adversely ~~rate~~affect our financial performance and could cause our actual results for ~~the~~future ~~term~~periods ~~loan,~~to ~~subject~~differ materially from any opinions or statements expressed within this current report. Additional discussion of such factors that could cause actual results to ~~certain~~differ ~~provisions~~materially asfrom ~~set~~management’s projections, ~~forth~~forecasts, estimates and expectations is contained in our filings with the ~~Loan~~Securities ~~Agreement~~and Exchange Commission.

~~Principal~~ITEM (amortized over a 7 year period) and interest on the term loan is payable monthly with the remaining unpaid principal balance and all accrued interest on the term loan due and payable on the earlier of (i) the payment of the remaining unpaid principal balance on the revolving line of credit upon its termination or (ii) the last day of the term of the Loan Agreement5. ~~The aggregate~~OTHER ~~unpaid~~EVENTS ~~principal~~AND ~~balance~~REGULATION ofFD ~~the advances under the revolving line of~~DISCLOSURE ~~credit is payable on the last day of the term of the Loan Agreement or upon the~~ ~~early termination of the Loan Agreement in accordance with its terms.~~

2Execution of Second Amendment to GBCC Credit Facility

~~Table~~ We previously reported in current reports on Form 8-K that (i) on December 20, 2002, U.S. Plastic Lumber Ltd., our wholly-owned subsidiary (“USPL Ltd.”), obtained a secured senior credit facility pursuant to a certain Loan and Security Agreement (the “Loan Agreement”) with Guaranty Business Credit Corporation, a Delaware corporation (“GBCC”), dated as of ~~Contents~~December 19, 2002 (the “GBCC Credit Facility”). The GBCC Credit Facility is comprised of a $3.0 million term loan and a commitment for up to $10.0 million in the form of a revolving line of credit.

~~The~~On ~~initial term of the Loan Agreement is three years subject to extension from year to year after the expiration of the initial term unless either party terminates the Loan Agreement. At December~~July 3110, ~~2002~~2003, ~~approximately~~we ~~$3.2 million~~received ~~was~~notice ~~advanced~~of ~~under~~default ~~the~~from GBCC ~~Credit Facility, including the $3.0 million term loan. Future advances under the revolving line~~ of ~~credit are based upon a percentage of USPL Ltd.’s accounts receivable and inventory and subject to~~ the ~~satisfaction~~ ~~of certain conditions precedent contained in the~~ Loan ~~Agreement.~~ ~~See the Loan~~ Agreement, ~~attached~~which hereto as Exhibit 10.1, for the information regarding (i) the terms of the term loan and the revolving line of credit and (ii) representations and warranties and financial covenants entered into by USPL Ltd., including, but not limited to, limitations on USPL Ltd.’s ability to make any distributions to us and a requirement that USPL Ltd. maintain liquidity (as defined in ~~the~~pertinent ~~Loan~~part ~~Agreement)~~read ~~of at least $2.15 million during January 2003. The GBCC Credit Facility is guaranteed by us and certain of our subsidiaries (see Secured Continuing Corporate Guaranties, attached hereto~~ as ~~Exhibits~~ ~~10.2 –10.4).~~follows:

~~The~~“Notice ~~GBCC~~is ~~Credit~~hereby ~~Facility~~given ~~and~~that ~~related~~one ~~guaranties~~or ~~are~~more ~~secured~~Events ~~by substantially all~~ of ~~our~~Default ~~assets~~exist asand ~~well as the assets of certain of our~~are ~~subsidiaries,~~continuing ~~excluding~~due ~~(i) certain options~~ to ~~purchase~~Company’s ~~the~~failure ~~real estate located in Chicago, Illinois (the “Chicago Property”), (ii) our claim for payment pursuant~~ to ancomply ~~agreement~~ with the ~~Pennsylvania~~terms ~~Department~~and ofconditions ~~Environmental~~of: ~~Protection~~ (a) the ~~“Quakertown~~Company’s ~~Claim”),~~failure ~~which we contributed~~ to ~~Quakertown,~~maintain ~~LLC, a~~Senior ~~Nevada~~Debt ~~limited~~Service ~~liability~~Coverage ~~company,~~for ~~of which we are~~ the ~~sole member, and (iii)~~ ~~our~~month ~~membership~~of ~~interest in Quakertown~~May, ~~LLC.~~2003 ~~See Security Agreements, attached hereto~~ as ~~Exhibits~~required 10by Section 7.~~5-10.8,~~3 ~~for the terms~~ of the ~~security~~Loan ~~interest~~Agreement ~~granted by us~~ and ~~certain of our subsidiaries to GBCC. See also~~ (b) the ~~Mortgage, Security~~ ~~Agreement,~~Company’s ~~Financing~~failure ~~Statement and Assignment of Leases and Rents from USPL Ltd~~ to ~~GBCC,~~maintain ~~attached~~Total ~~hereto~~Debt asService ~~Exhibit 10.9.~~Coverage Infor ~~connection with~~ the ~~GBCC~~month ~~Credit Facility~~of ~~and related guaranties~~May, 2003 weas ~~and~~required ~~our~~by ~~wholly-owned direct subsidiaries, USPL Ltd~~Section 7.4 ~~and U.S. Plastic Lumber Finance Corporation, pledged 100%~~ of the ~~equity~~ ~~interests~~Loan ~~in certain of our subsidiaries to GBCC (see Pledge Agreements, attached hereto as Exhibits 10~~Agreement.~~10 – 10.12).~~”

InOn ~~connection~~July 25, ~~with the GBCC Credit Facility~~2003, weUSPL ~~and~~Ltd ~~certain of our subsidiaries~~ entered into ~~deferred~~a ~~and/or~~Second ~~subordinated~~Amendment ~~payment~~to ~~arrangements with~~the ~~certain creditors.~~ GBCC ~~also entered into subordination and intercreditor~~ ~~arrangements~~Credit ~~with Halifax Fund, L~~Facility.~~P., on the one hand, and General Electric~~ ~~Capital Corporation (“General Electric”) and the related equipment lenders, on~~ ~~the other hand (see Intercreditor Agreements attached hereto as Exhibits 10.13 – 10.15).~~

The ~~GBCC~~Second ~~Credit~~Amendment ~~Facility~~provides ~~replaced our senior credit facility (the “Senior~~that: ~~Credit Facility”) with the Bank of America, N.A. (“Bank of America”) and~~ certain other banks. We utilized part of the proceeds from the GBCC Credit Facility to repay approximately $2.1 million outstanding under the Senior Credit Facility (inclusive of costs and expenses), exclusive of $1.0 million in notes (the “Remaining BOA Obligation”). In addition, upon the replacement of the Senior Credit Facility, Bank of America agreed to forgo approximately $2.2 million of deferred fees and accrued interest payable under the Senior Credit Facility. Pursuant to the Assignment and Assumption Agreement, dated as of December 19, 2002, by and between Quakertown, LLC and us, attached hereto as Exhibit 10.16, Quakertown, LLC assumed the Remaining BOA Obligation, and, in consideration for such assumption, we transferred to Quakertown, LLC all of our right, title and interest in the Quakertown Claim. In order to evidence the Remaining BOA Obligation, Quakertown, LLC issued certain promissory notes (the “Notes”) in the aggregate principal amount of $1.0 million payable to Bank of America and certain other lenders. The Notes, attached hereto as Exhibit 10.17, mature on December 19, 2005 (or earlier upon liquidation of the Quakertown Claim or acceleration of the Notes in accordance with their terms) and bear interest at a rate of 25% per annum. Each year, interest in excess of 10% (“PIK Interest”) is deferred until the anniversary of the Notes. At each such anniversary, Quakertown, LLC may elect to pay the PIK Interest by issuing a new note in favor of the applicable lender (collectively, the “PIK Interest Notes”). The PIK Interest Notes will mature in the same manner as the Notes (described above) but all interest under the PIK Interest Notes will be deferred until maturity. As part of the transaction with Bank of America, we agreed to contribute to Quakertown, LLC from time to time amounts sufficient to (i) make

3 (i) USPL Ltd agrees that immediately available funds payable to USPL Ltd from the sale of

~~Table of Contents~~2

all required payments to Bank of America and the other lenders, (ii) fund the litigation of the Quakertown Claim and (iii) pay the administrative costs and expenses of Quakertown, LLC. Also, depending upon the timing and amount of the settlement of the Quakertown Claim, Bank of America and the other lenders may receive an additional payment of up to 80% of the proceeds of the Quakertown Claim in excess of $1.0 million (after giving effect to payment of certain legal fees related to the Quakertown Claim and amounts due to Bank of America and other lenders under the Notes).


		certain assets shall be used on the Closing Date to pay off all Obligations of USPL Ltd to GBCC; and

(ii)		if the Obligations are not paid in full on or before October 31, 2003, then an Event of Default shall have occurred entitling GBCC to exercise all of its default rights and remedies under the GBCC Credit Facility, and

(iii)		on or before August 31, 2003, USPL Ltd will provide GBCC with a fully executed letter of intent or draft sale documents related to certain assets of USPL Ltd.

~~Quakertown,~~Other ~~LLC~~significant ~~and~~terms ~~Bank~~ of ~~America, as agent for itself and~~ the ~~other lenders, entered into the~~ Second ~~Amended~~Amendment ~~and~~include ~~Restated~~but ~~Security~~are ~~Agreement,~~not ~~attached~~limited ~~hereto as Exhibit 10.18, pursuant~~ to ~~which Quakertown, LLC granted a security interest to Bank of America in~~ the ~~Quakertown Claim. We agreed to~~following: ~~guaranty the obligations of Quakertown, LLC under the Notes to Bank of America~~ pursuant to a guaranty, attached hereto as Exhibit 10.19 and pledged our membership interest in Quakertown, LLC to Bank of America as collateral to secure the Notes pursuant to the Membership Interest Pledge Agreement, attached hereto as Exhibit 10.20.

~~In connection with entering into the agreements related to the GBCC Credit Facility, we entered into the Amended and Restated Waiver and Modification Agreement~~ (~~the “GE Agreement”~~a), Upon ~~attached~~payment ~~hereto~~in asfull ~~Exhibit 10.21,~~of ~~with General Electric and certain other lenders which had previously provided us with equipment financing (~~the ~~“Equipment~~Obligations ~~Loans”). The GE Agreement amended and restated the Forbearance and Modification Agreement, dated as~~ of ~~February 28, 2002, which was amended as of May 30, 2002 and June 14, 2002. See~~ the ~~GE Agreement~~GBCC ~~for~~Credit ~~information regarding the representations~~Facility, ~~warranties and~~ ~~financial covenants entered into by us. Pursuant to~~ the GEGBCC ~~Agreement,~~Credit ~~General Electric~~Facility ~~and~~shall ~~the~~be ~~other~~considered ~~lenders~~terminated ~~restructured the repayment schedule of the Equipment Loans. Principal~~ and ~~interest~~GBCC onshall ~~the Equipment Loans is payable~~provide ~~monthly with the remaining unpaid principal balance and~~ all ~~accrued~~documents ~~interest~~necessary on the Equipment Loans due and payable on December 31, 2005. In consideration for the restructuring of the Equipment Loans, General Electric and the other lenders received a waiver and amendment fee of $500,000, $225,000 of which was paid at closing, additional collateral in the form of a pledge of certain options to ~~purchase~~release ~~the~~all ~~Chicago~~liens ~~Property~~ and ~~a junior~~ security ~~interest~~interests in ~~other~~ ~~equipment owned by us which was not financed with proceeds of~~ the ~~Equipment~~Collateral ~~Loans.~~held ~~Under~~by ~~the terms of the GE Agreement, our subsidiary, The Eaglebrook Group, Inc~~GBCC.~~, is required to exercise the purchase options related to~~ ~~the Chicago Property not later than May 1, 2003. If our subsidiary fails to~~ effect such purchase, General Electric has the right to cause our subsidiary to exercise these options and to provide financing on discretionary terms. See Exhibits 10.22 – 10.23 for other documents executed in connection with General Electric transaction.

~~Item 7. Financial~~ (b) GBCC ~~Statements~~waived ~~and~~all ~~Exhibits~~existing Events of Default as set forth in the Second Amendment.

(ac) From ~~Financial~~and ~~statements~~after ofMay 1, ~~businesses~~2003, ~~acquired.~~USPL ~~None~~Ltd shall not be required to satisfy the financial covenants set forth in Section 7.1 (b)Tangible ~~Pro-forma~~Net ~~financial~~Worth), ~~information~~Section 7.3 ~~None~~(Senior Debt Service Coverage Ratio) and Section 7.4 (cTotal Debt Service Coverage Ratio) ~~Exhibits~~of the GBCC Credit Facility.

4 (d) USPL Ltd has agreed to cause investors satisfactory to GBCC to enter into a Junior Participation Agreement providing for the participation of the investors in a Special Advance Subline in an amount not to exceed Seven Hundred and Fifty Thousand Dollars ($750,000). This Special Advance Subline shall be provided for under the Revolving Facility Limit of the GBCC Credit Facility and each Special Advance shall be treated in the same manner as a Revolving Loan except that (i) the Special Advances shall not be subject to the Borrowing Base, (ii) USPL Ltd must provide written notice of its request for each Special Advance prior to 12 noon Pacific time the day before USPL Ltd requires the funding; (iii) a Special Advance once repaid may not be re-borrowed, (iv) the amount of any Special Advance actually funded shall reduce the P & I Reserve in an equal amount dollar for dollar, (v) in no case shall the Special Advances, or any interest accrued thereon, be due and payable prior to payment in full of the Obligations to GBCC, and (vi) other such conditions as set forth in the Second Amendment.

~~Table~~ (e) USPL Ltd acknowledges and agrees that GBCC has established a reserve against borrowing availability in an amount equal to Eight Hundred and Fifty Thousand Dollars (the “P & I Reserve”). Contemporaneously with the making of any ~~Contents~~Special Advance by GBCC, GBCC shall reduce the amount of the P & I Reserve, dollar for dollar, in accordance with the terms of the Second Amendment, except that under no circumstances shall the P & I Reserve be reduced below actual principal payments due or to become due (excluding the amount of the Special Advances) and ,as reasonably determined by GBCC, estimated interest on the Obligations due or to become due, in each case through October 31, 2003.

Regulation S-K
Exhibit Numbers		Description
10.1		Loan and Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation.
10.2		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Corp.
10.3		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Finance Corporation.
10.4		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber IP Corporation.
10.5		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Guaranty Business Credit Corporation.
10.6		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Finance Corporation and Guaranty Business Credit Corporation.
10.7		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.
10.8		Security Agreement (Intellectual Property), dated as of December 19, 2002, by and between U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.
10.9		Mortgage, Security Agreement, Financing Statement and Assignment of Leases and Rents from U.S. Plastic Lumber Ltd. to Guaranty Business Credit Corporation, dated as of November 26, 2002 and effective as of December 19, 2002.
10.10		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Guaranty Business Credit Corporation.
10.11		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Finance Corporation and Guaranty Business Credit Corporation.
10.12		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation.

(f) As of the date of the Second Amendment, GBCC shall eliminate the existing reserve in the amount of Five Hundred and Fifty Thousand Dollars ($550,000) established by GBCC in connection with the outstanding accounts payable of USPL Ltd.

5 (g) USPL Ltd shall maintain at all times a sufficient amount of unrestricted, available cash and cash equivalents to meet all of its commitments and liabilities as and when the same come due, taking into account, without limitation, accounts payable, bank overdrafts, contingent liabilities, the Obligations to GBCC and other Debt of USPL Ltd

~~Table of Contents~~3

Regulation S-K
Exhibit Numbers		Description
10.13		Intercreditor and Subordination Agreement, dated as of December 19, 2002, by and among U.S. Plastic Lumber Corp., U.S. Plastic Lumber Finance Corporation, U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.
10.14		Subordination and Intercreditor Agreement, dated as of November 26, 2002 and effective as of December 19, 2002, by and between Guaranty Business Credit Corporation and Halifax Fund, L.P.
10.15		Subordination Agreement, dated as of December 19, 2002, by and among Guaranty Business Credit Corporation, General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company and Siemens Financial Services, Inc.
10.16		Assignment and Assumption Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Quakertown, LLC.
10.17		Notes, dated as of December 19, 2002, issued by Quakertown, LLC.
10.18		Second Amended and Restated Security Agreement, dated as of December 19, 2002, by and between Quakertown, LLC and Bank of America, N.A.
10.19		Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Corp.
10.20		Membership Interest Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Bank of America, N.A.
10.21		Amended and Restated Waiver and Modification Agreement, dated as of December 19, 2002, by and among General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc., Siemens Financial Services, Inc., U.S. Plastic Lumber Ltd., The Eaglebrook Group, Inc. and U.S. Plastic Lumber Corp.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

6 (a) Financial statements of businesses acquired.

~~Table~~ Not ~~of Contents~~applicable.

Regulation S-K
Exhibit Numbers		Description
10.22		Collateral Assignments of Option to Purchase as Security from The Eaglebrook Group, Inc. to General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc. and Siemens Financial Services, Inc., dated as of December 19, 2002.
10.23		Indemnity and Undertaking Agreement, dated as of December 19, 2002, by and among General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc., Siemens Financial Services, Inc., U.S. Plastic Lumber Ltd. and The Eaglebrook Group, Inc.

(b) Pro forma financial information.

7 Not applicable.

~~Table of Contents~~ (c) Exhibits.

~~SIGNATURE~~ The following exhibits are filed herewith:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		S-K Item Number		Description

		10.1		Second Amendment to Loan and Security Agreement and Limited Waiver of Defaults by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation dated as of July 25, 2003.

		10.2		Special Advance Promissory Note by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation dated as of July 25, 2003.

		10.3		Junior Participation Agreement by and between investors in U.S. Plastic Lumber Ltd. to be determined and Guaranty Business Credit Corporation

		10.4		Notice of Default from Guaranty Business Credit Corporation to U.S. Plastic Lumber Ltd. dated July 10, 2003

	U.S. PLASTIC LUMBER CORP.
Date: January 10, 2003	By:	/s/ Bruce C. Rosetto
		Bruce C. Rosetto, Executive Vice President and General Counsel/Secretary

8SIGNATURE

~~Table~~ Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


		U.S. PLASTIC LUMBER CORP. (Registrant)


Date: July 29, 2003		By: /s/ MICHAEL D. SCHMIDT

		Michael D. Schmidt, Chief Financial Officer

Regulation S-K
Exhibit Numbers		Description
10.1		Loan and Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation.
10.2		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Corp.
10.3		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Finance Corporation.
10.4		Secured Continuing Corporate Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber IP Corporation.
10.5		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Guaranty Business Credit Corporation.
10.6		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Finance Corporation and Guaranty Business Credit Corporation.
10.7		Security Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.
10.8		Security Agreement (Intellectual Property), dated as of December 19, 2002, by and between U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.
10.9		Mortgage, Security Agreement, Financing Statement and Assignment of Leases and Rents from U.S. Plastic Lumber Ltd. to Guaranty Business Credit Corporation, dated as of November 26, 2002 and effective as of December 19, 2002.
10.10		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Guaranty Business Credit Corporation.
10.11		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Finance Corporation and Guaranty Business Credit Corporation.
10.12		Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation.
10.13		Intercreditor and Subordination Agreement, dated as of December 19, 2002, by and among U.S. Plastic Lumber Corp., U.S. Plastic Lumber Finance Corporation, U.S. Plastic Lumber IP Corporation and Guaranty Business Credit Corporation.

9EXHIBIT INDEX


		S-K Item Number		Description

		10.1		Second Amendment to Loan and Security Agreement and Limited Waiver of Defaults by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation dated as of July 25, 2003.

		10.2		Special Advance Promissory Note by and between U.S. Plastic Lumber Ltd. and Guaranty Business Credit Corporation dated as of July 25, 2003.

		10.3		Junior Participation Agreement by and between investors in U.S. Plastic Lumber Ltd. to be determined and Guaranty Business Credit Corporation

		10.4		Notice of Default from Guaranty Business Credit Corporation to U.S. Plastic Lumber Ltd. dated July 10, 2003

Regulation S-K
Exhibit Numbers		Description
10.14		Subordination and Intercreditor Agreement, dated as of November 26, 2002 and effective as of December 19, 2002, by and between Guaranty Business Credit Corporation and Halifax Fund, L.P.
10.15		Subordination Agreement, dated as of December 19, 2002, by and among Guaranty Business Credit Corporation, General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company and Siemens Financial Services, Inc.
10.16		Assignment and Assumption Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Quakertown, LLC.
10.17		Notes, dated as of December 19, 2002, issued by Quakertown, LLC.
10.18		Second Amended and Restated Security Agreement, dated as of December 19, 2002, by and between Quakertown, LLC and Bank of America, N.A.
10.19		Guaranty, dated as of December 19, 2002, executed by U.S. Plastic Lumber Corp.
10.20		Membership Interest Pledge Agreement, dated as of December 19, 2002, by and between U.S. Plastic Lumber Corp. and Bank of America, N.A.
10.21		Amended and Restated Waiver and Modification Agreement, dated as of December 19, 2002, by and among General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc., Siemens Financial Services, Inc., U.S. Plastic Lumber Ltd., The Eaglebrook Group, Inc. and U.S. Plastic Lumber Corp.
10.22		Collateral Assignments of Option to Purchase as Security from The Eaglebrook Group, Inc. to General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc. and Siemens Financial Services, Inc., dated as of December 19, 2002.
10.23		Indemnity and Undertaking Agreement, dated as of December 19, 2002, by and among General Electric Capital Corporation, the CIT Group/Equipment Financing, Inc., HSBC Business Credit (USA), Inc., People’s Capital and Leasing Corp., Safeco Credit Company, Inc., Siemens Financial Services, Inc., U.S. Plastic Lumber Ltd. and The Eaglebrook Group, Inc.

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