To: Bucky Katt who wrote (6682 ) 1/4/2002 11:18:00 AM From: BW Respond to of 48461 USPL news yesterday, did anyone pick it up? More than doubled since it was mentioned last week. I missed out :( U.S. Plastic Lumber Corp. Announces an Agreement to Sell Clean Earth Inc. BOCA RATON, Fla., Jan 2, 2002 (BUSINESS WIRE) -- U.S. Plastic Lumber Corp. (Nasdaq: USPL chart, msgs), announced today that its Board unanimously approved a signed Purchase Agreement to sell Clean Earth Inc. ("CEI"), its environmental services and recycling division, to New CEI, Inc. ("Purchaser"), a corporation recently formed by Founders Equity, an investment group headquartered in New York. The Purchase Price consists of the following: (a) $45 million in cash; (b) the retention of $5.5 million in debt in CEI; (c) the issuance of Junior Preferred Stock with a stated value of $5 million and a 5% PIK coupon; and (d) the issuance of warrants to purchase 4% of the Purchaser. In addition, USPL will retain certain assets of CEI with a current book value of approximately $4.5 million. The Purchase Price is subject to adjustment primarily based upon the amount of working capital and debt assumed at closing. The closing of this transaction will be subject to government approval, approval by the shareholders of USPL, consent from certain lenders, and other conditions. It is the intent of the parties to close this transaction by the end of February subject to meeting all conditions precedent to closing. Mark S. Alsentzer, USPL's Chief Executive Officer said, "We are satisfied with the deal terms we received on the sale of CEI and we will recommend our shareholders approve the transaction. We will use the proceeds to significantly reduce our debt, and by doing so, we anticipate the balance sheet and liquidity of USPL will be much improved. This, coupled with the on-going reorganization of our plastic operations, should position USPL to have an improved financial condition, which we believe will enable USPL to profitably grow its plastic business." USPL also announced that it has signed a Forbearance Agreement with its Senior Lenders in connection with USPL's Senior Credit Facility. The Forbearance Agreement permits USPL to defer the principal payments on its term loan that were due September 30, 2001 and December 31, 2001, and allows USPL to continue to borrow and repay loans on its revolving credit facility. Under the terms of the Agreement, the Senior Lenders have agreed to take no action against USPL for not making the principal payment due September 30, 2001 and for violations of financial covenants as of that date. Boyd