<PAGE>   1
                                                                  EXHIBIT 10.47

                           WAIVER AND FIRST AMENDMENT

                                       TO

                                CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
November 13, 2000 is entered into by and among U.S. PLASTIC LUMBER CORP., a
Nevada corporation (the "Company"), the financial institutions listed on the
signature pages hereof (collectively, the "Banks"), and Bank of America, N.A.,
as agent (in such capacity, the "Administrative Agent") for the Banks.

                              W I T N E S S E T H:

         WHEREAS, the Company, the Banks and the Administrative Agent are
parties to a Credit Agreement dated as of June 30, 2000 (the "Existing Credit
Agreement" and, as amended and modified by this Amendment, the "Amended Credit
Agreement"); and

         WHEREAS, the parties hereto desire to amend the Existing Credit
Agreement in certain respects as hereinafter set forth;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1 DEFINED TERMS. Terms defined in the Existing Credit Agreement
and not otherwise defined herein are used herein as therein defined.

         SECTION 2 AMENDMENTS TO EXISTING CREDIT AGREEMENT.

         2.1 Definition of Base Rate Margin. The definition of Base Rate Margin
in Section 1.1 of the Existing Credit Agreement is deleted in its entirety and
the following is substituted therefor:

         "Base Rate Margin means 3.50%; provided that the Base Rate Margin shall
         be decreased to (i) 3.25% upon completion of the sale of the assets
         described in the side letter of even date herewith and receipt by the
         Company of $4,000,000 of Net Cash Proceeds from the issuance of Equity
         or Equity Equivalents by the Company after November 13, 2000, (ii)
         3.00% upon completion of the sale of the assets described in the side
         letter of even date herewith and receipt by the Company of $6,000,000
         of Net Cash Proceeds from the issuance of Equity or Equity Equivalents
         by the Company after November 13, 2000, (iii) 2.75% upon completion of
         the sale of the assets described in the side letter of even date
         herewith and receipt by the Company of $8,000,000 of Net Cash Proceeds
         from the issuance of Equity or Equity Equivalents by the Company after




<PAGE>   2

         November 13, 2000, and (iv) the levels established in the pricing grid
         set forth in Schedule 1.1 on the first date on which (w) the pricing is
         scheduled to be adjusted pursuant to Schedule 1.1, (x) the Company has
         achieved Compliance with 9/30/01 Covenants, (y) no Event of Default or
         Unmatured Event of Default exists and (z) the Company has either
         voluntarily prepaid Term Loans by an amount not less than the
         Designated Amount or prepaid the Term Loans in full."

         2.2 Definition of Borrowing Base. The definition of Borrowing Base in
Section 1.1 of the Existing Credit Agreement is deleted in its entirety and the
following is substituted therefor:

         "Borrowing Base means, at any time of determination, the sum of (i) 80%
         of Eligible Accounts Receivable, plus (ii) (A) through April 15, 2001,
         the least of (1) 50% of Eligible Inventory, (2) 100% of the amount
         determined pursuant to clause (i), or (3) $5,000,000, and (B) after
         April 15, 2001, the least of (1) 50% of Eligible Inventory, (2) 50% of
         the amount determined pursuant to clause (i), or (3) $5,000,000, plus
         (iii) the Specified Percentage of the Initial Equipment Value of all
         Eligible Equipment."

         2.3 Definition of EBITDA. The definition of EBITDA in Section 1.1 of
the Existing Credit Agreement is deleted in its entirety and the following is
substituted therefor:

         "EBITDA means, for any period, Consolidated Net Income for such period
         plus to the extent deducted in determining such Consolidated Net
         Income, Interest Expense, income tax expense, depreciation and
         amortization for such period; provided that for purposes of calculating
         the Interest Coverage Ratio for the Computation Period ending June 30,
         2001, EBITDA shall be calculated based on an annualization of the last
         three Fiscal Quarters ending on that date."

         2.4 Definition of Eligible Accounts Receivable. Clause (7) of the
definition of Eligible Accounts Receivable in Section 1.1 of the Existing Credit
Agreement is deleted in its entirety and the following is substituted therefor:

         "(7) such account receivable is not outstanding more than 90 days after
         the date of such original invoice therefor, unless such account
         receivable arises in connection with the Company's winter buying
         program (and is readily identifiable as such) in which case such
         account receivable is not outstanding more than 150 days after the date
         of such invoice; provided that in no event shall the aggregate amount
         of all Eligible Accounts Receivable arising in connection with the
         winter buying program exceed $2,000,000;"

         2.5 Definition of Eurodollar Margin. The definition of Eurodollar
Margin in Section 1.1 of the Existing Credit Agreement is deleted in its
entirety and the following is substituted therefor:

         "Eurodollar Margin means 4.75%; provided that the Eurodollar Margin
         shall be decreased to (i) 4.50% upon completion of the sale of the
         assets described in the side letter of even date herewith and receipt
         by the Company of $4,000,000 of Net Cash Proceeds from the issuance of



                                       2
<PAGE>   3

         Equity or Equity Equivalents by the Company after November 13, 2000,
         (ii) 4.25% upon completion of the sale of the assets described in the
         side letter of even date herewith and receipt by the Company of
         $6,000,000 of Net Cash Proceeds from the issuance of Equity or Equity
         Equivalents by the Company after November 13, 2000, (iii) 4.00% upon
         completion of the sale of the assets described in the side letter of
         even date herewith and receipt by the Company of $8,000,000 of Net Cash
         Proceeds from the issuance of Equity or Equity Equivalents by the
         Company after November 13, 2000, and (iv) the levels established in the
         pricing grid set forth in Schedule 1.1 on the first date on which (w)
         the pricing is scheduled to be adjusted pursuant to Schedule 1.1, (x)
         the Company has achieved Compliance with 9/30/01 Covenants, (y) no
         Event of Default or Unmatured Event of Default exists and (z) the
         Company has either voluntarily prepaid Term Loans by an amount not less
         than the Designated Amount or prepaid the Term Loans in full."

         2.6 Additional Definitions. The following definitions shall be added to
Section 1.1 of the Existing Credit Agreement in appropriate alphabetical
sequence:

         "Chicago Facility means the facility operated by the Company and
         located at 2600 West Roosevelt Avenue, Chicago, Illinois."

         "Compliance with 9/30/01 Covenants means that, as of the end of a
         Fiscal Quarter, (a) no Event of Default or Unmatured Event of Default
         exists and (b) the Company would be in compliance with each of the
         financial covenants set forth in Section 10.6.2 through 10.6.7 assuming
         that the ratios and requirements for September 30, 2001 were
         applicable."

         "Designated Amount means an amount equal to 25% of the aggregate Net
         Cash Proceeds from the issuance of Equity or Equity Equivalents after
         June 30, 2000 and prior to March 31, 2001."

         "Equity or Equity Equivalents means any of (a) common stock, (b)
         preferred stock with quarterly cash dividends not exceeding 10% per
         annum, or (c) convertible subordinated debentures which are unsecured,
         do not require cash interest payments prior to December 31, 2003, have
         a tenor of at least 5 years, have no financial covenants, may not be
         repaid without Required Banks' approval and have other terms and
         conditions (including subordination terms) acceptable to the Required
         Banks."

         2.7 Changes in Commitment Amount. Section 6.2.1 of the Existing Credit
Agreement is renumbered as "Section 6.2" and moved to be in appropriate
numerical sequence, Section 6.2 of the Existing Credit Agreement is renumbered
as "Section 6.2.1" and moved to be in appropriate numerical sequence and the
following new Section 6.2.3 is inserted in the Existing Credit Agreement in
appropriate numerical sequence:




                                       3
<PAGE>   4


         "6.2.3 Mandatory Reduction of the Revolving Commitments. Unless the
         Required Banks consent otherwise, the Revolving Commitment Amount shall
         be reduced immediately by an amount equal to the amount of any Net Cash
         Proceeds received concurrently with or after repayment in full of the
         Term Loans (excluding any portion thereof used to prepay Term Loans).
         Notwithstanding the foregoing, with the approval of the Required Banks,
         the Revolving Commitment Amount shall not be required to be reduced
         with Net Cash Proceeds from the sale of Clean Earth, Inc. to the extent
         such Net Cash Proceeds are used to repay amounts outstanding under the
         Stout Note."

         2.8 Mandatory Prepayments. Clauses (a) and (b) of Section 6.3.2 of the
Existing Credit Agreement are deleted in their entirety and the following is
substituted therefor:

         (a) Concurrently with the receipt by the Company or any Subsidiary of
         any Net Cash Proceeds from the issuance of any Equity or Equity
         Equivalents (excluding any such issuance by a Subsidiary to the Company
         or another Subsidiary), the Company shall make a prepayment of the
         Loans in an amount equal to the Specified Percentage (as defined below)
         of such Net Cash Proceeds for such Fiscal Year except to the extent (x)
         such issuance is in connection with an acquisition permitted by Section
         10.11, or (y) the first $8,000,000 of Net Cash Proceeds received after
         November 13, 2000 and prior to April 1, 2001 is used for working
         capital and other general corporate purposes. The "Specified
         Percentage" shall be (i) 75% so long as the Funded Debt to Adjusted
         EBITDA Ratio is greater than or equal to 3.0 to 1.0, (ii) 50% so long
         as the Funded Debt to Adjusted EBITDA Ratio is greater than or equal to
         2.0 to 1 but less than 3.0 to 1.0, and (iii) 0% so long as the Funded
         Debt to Adjusted EBITDA Ratio is less than 2.0 to 1.0. For purposes
         hereof, Funded Debt shall be calculated as of the date of receipt of
         any Net Cash Proceeds, Adjusted EBITDA shall be based on the most
         recently submitted financial statements and the determination of the
         Specified Percentage shall be based on the Funded Debt to Adjusted
         EBITDA Ratio as determined immediately after receipt of any Net Cash
         Proceeds and prior to giving effect to any required prepayments.

         (b) Concurrently with the receipt by the Company of any Net Cash
         Proceeds from any Asset Sales (excluding, so long as no Event of
         Default or Unmatured Event of Default exists, the first $1,250,000 of
         Net Cash Proceeds received during the period from January 1, 2001 to
         March 31, 2001 from the sale of the assets described in the side letter
         of even date herewith), the Company shall make a prepayment of the
         Loans in an amount equal to 100% (or, if such Net Cash Proceeds are
         from the sale and leaseback of the Chicago Facility, 50%) of such Net
         Cash Proceeds; provided that no prepayment shall be required pursuant
         to this clause (b) unless and until the aggregate amount of all Net
         Cash Proceeds which would be required to be prepaid pursuant to this
         clause (b) absent this proviso, minus all Net Cash Proceeds previously
         applied pursuant to this proviso, equals or exceeds $100,000."



                                       4
<PAGE>   5


The following new clause (e) is inserted at the end of Section 6.3.2:

         "(e) If at any time the Revolving Commitment Amount is reduced pursuant
         to Section 6.2.3, the Company shall immediately make a prepayment of
         outstanding Revolving Loans (or provide cash collateral for outstanding
         Letters of Credit) in the amount, if any, by which the Revolving Amount
         Outstandings exceed the Revolving Commitment."

         2.9 Application of Mandatory Prepayments of the Loans. Section 6.3.3 of
the Existing Credit Agreement is deleted in its entirety and the following is
substituted therefor:

         "6.3.3 Application of Mandatory Prepayments of Term Loans. Each
         mandatory prepayment of Term Loans pursuant to clause (a) or (c) of
         Section 6.3.2 shall be applied to the outstanding Term Loans on a pro
         rata basis with respect to each remaining installment thereof until
         such Term Loans shall have been fully prepaid. Each mandatory
         prepayment of Term Loans pursuant to clause (b) of Section 6.3.2 shall
         be applied first, to the next scheduled quarterly repayment of the
         outstanding Term Loans up to an aggregate of $6,250,000, and second, to
         the remaining quarterly repayments of the outstanding Term Loans in the
         inverse order of maturity until such Term Loans shall have been fully
         prepaid; provided that any Net Cash Proceeds from the sale of Clean
         Earth, Inc. shall be applied to the outstanding Term Loans on a pro
         rata basis with respect to each remaining installment thereof until
         such Term Loans shall have been fully prepaid. Prepayments shall be
         applied pro rata to the applicable Term Loans of all Banks in
         accordance with their Percentages."

         2.10 Audit Report. Section 10.1.1 of the Existing Credit Agreement is
deleted in its entirety and the following is substituted therefor:

         "10.1.1 Annual Report. Promptly when available and in any event within
         90 days after the close of each Fiscal Year: (a) a copy of the annual
         audit report of the Company and its Subsidiaries for such Fiscal Year,
         including therein consolidated balance sheets of the Company and its
         Subsidiaries as of the end of such Fiscal Year and consolidated
         statements of earnings and cash flow of the Company and its
         Subsidiaries for such Fiscal Year certified without qualification by
         KPMG LLP or other independent auditors of recognized standing selected
         by the Company and reasonably acceptable to the Required Banks,
         together with a written statement from such accountants to the effect
         that in making the examination necessary for the signing of such annual
         audit report by such accountants, they have not become aware of any
         Event of Default or Unmatured Event of Default that has occurred and is
         continuing or, if they have become aware of any such event, describing



                                       5
<PAGE>   6


         it in reasonable detail; (b) consolidating balance sheets of the
         Company and its Subsidiaries as of the end of such Fiscal Year and
         consolidating statements of earnings for the Company and its
         Subsidiaries for such Fiscal Year, certified by the chief financial
         officer of the Company; and (c) not later than 45 days after the end of
         each Fiscal Year, preliminary financial statements."

         2.11 Quarterly Reports. Section 10.1.2 of the Existing Credit Agreement
is amended by deleting the number "50" appearing in the first line thereof and
inserting "45" in lieu thereof.

         2.12 Monthly Reports. Section 10.1.3 of the Existing Credit Agreement
is deleted in its entirety and the following is substituted therefor:

         "10.1.3 Monthly Reports. Promptly when available and in any event
         within 30 days after the end of each of the first two months of each
         Fiscal Quarter and 45 days after the end of each Fiscal Quarter, (a)
         consolidated and consolidating balance sheets of the Company and its
         Subsidiaries as of the end of such month, together with consolidated
         and consolidating statements of earnings for such month and for the
         period beginning with the first day of the applicable Fiscal Year and
         ending on the last day of such month including consolidations by
         product line and production facility with respect to the plastics
         division, and consolidated cash flow statements for such month
         including any variance from the budget/forecast and the prior Fiscal
         Year, certified by the chief financial officer of the Company, (b) a
         detailed report of Capital Expenditures by the Company and its
         Subsidiaries as of the end of such month including any variance from
         the budget/ forecast, (c) a progress report with respect to the
         Company's capital raising efforts and (d) a duly completed compliance
         certificate in the form of Exhibit B, with appropriate insertions,
         dated the date of such monthly financial statements and signed by the
         chief financial officer of the Company, containing a computation of
         each of the financial ratios and restrictions set forth in Section 10.6
         (and, in the case of each compliance certificate issued prior to June
         30, 2001, a computation of the Funded Debt to Adjusted EBITDA Ratio and
         the Senior Funded Debt to Adjusted EBITDA Ratio) and to the effect that
         such officer has not become aware of any Event of Default or Unmatured
         Event of Default that has occurred and is continuing or, if there is
         any such event, describing it and the steps, if any, being taken to
         cure it."

         2.13 Projections. Section 10.1.9 of the Existing Credit Agreement is
deleted in its entirety and the following is substituted therefor:

         "10.1.9 Projections. (a) As soon as practicable and in any event within
         60 days after the commencement of each Fiscal Year, financial
         projections for the Company and its Subsidiaries for such Fiscal Year
         prepared in a manner consistent with the projections delivered by the
         Company to the Administrative Agent prior to the Effective Date; and
         (b) as soon as practicable and in any event within 45 days after the
         end of each Fiscal Quarter, updates of such financial projections."




                                       6
<PAGE>   7


         2.14 Reports. The Existing Credit Agreement is amended by adding the
following Section 10.1.11 thereto in appropriate numerical sequence and
re-numbering the existing Section 10.1.11 as Section 10.1.12:

         "10.1.11 Weekly Reports. As soon as practicable and in any event within
         5 days after the end of each week, (a) a report outlining any major
         business developments with respect to the Company and its Subsidiaries
         and, (b) a Borrowing Base Certificate signed by the chief financial
         officer of the Company as of the last day of such week."

         2.15 Minimum Net Worth. Section 10.6.1 of the Existing Credit Agreement
is deleted in its entirety and the following is substituted therefor:

         "10.6.1 Minimum Net Worth. Not permit Net Worth at any time to be less
         than $75 million plus 75% of positive quarterly Consolidated Net Income
         plus 100% of Net Cash Proceeds from the issuance of Equity or Equity
         Equivalents after June 30, 2000."

         2.16 Minimum Interest Coverage. Section 10.6.2 of the Existing Credit
Agreement is deleted in its entirety and the following is substituted therefor:

         "10.6.2 Minimum Interest Coverage. Not permit the Interest Coverage
         Ratio as of the last date of any Computation Period to be less than the
         applicable ratio set forth below:

                  Computation
                  Period Ending:                      Interest Coverage Ratio:
                  --------------                      ------------------------

         September 30, 2000 through March 31, 2001            1.50 to 1.0
         June 30, 2001                                        1.75 to 1.0
         September 30, 2001                                   2.00 to 1.0
         December 31, 2001 and thereafter                     3.00 to 1.0."

         2.17 Funded Debt to Adjusted EBITDA Ratio. Section 10.6.3 of the
Existing Credit Agreement is deleted in its entirety and the following is
substituted therefor:

         "10.6.3 Funded Debt to Adjusted EBITDA Ratio. Not permit the Funded
         Debt to Adjusted EBITDA Ratio as of the last date of any Computation
         Period to exceed the applicable ratio set forth below:

                  Computation                              Funded Debt to
                  Period Ending:                       Adjusted EBITDA Ratio:
                  --------------                       ----------------------

         June 30, 2001                                        3.75 to 1.0
         September 30, 2001 through December 31, 2001         3.50 to 1.0
         March 31, 2002 and thereafter                        3.25 to 1.0."




                                       7
<PAGE>   8


         2.18 Senior Funded Debt to Adjusted EBITDA Ratio. Section 10.6.4 of the
Existing Credit Agreement is deleted in its entirety and the following is
substituted therefor:

         "10.6.4 Senior Funded Debt to Adjusted EBITDA Ratio. Not permit the
         Senior Funded Debt to Adjusted EBITDA Ratio as of the last date of any
         Computation Period to exceed the applicable ratio set forth below:

                  Computation                           Senior Funded Debt to
                  Period Ending:                        Adjusted EBITDA Ratio:
                  --------------                        ----------------------

         June 30, 2001                                        3.25 to 1.0
         September 30, 2001 through December 31, 2001         3.00 to 1.0
         March 31, 2002 and thereafter                        2.75 to 1.0."

         2.19 Capital Expenditures. Section 10.6.6 of the Existing Credit
Agreement is deleted in its entirety and the following is substituted therefor:

         "10.6.6 Capital Expenditures. The Company will not permit the aggregate
         amount of all Capital Expenditures (excluding amounts, if any, paid to
         consummate acquisiti ons permitt ed by Section 10.11(c) which
         constitute Capital Expenditures) made by the Company and its
         Subsidiaries to exceed (a) during the Fiscal Quarter ending December
         31, 2000, $2,120,000; (b) during any Fiscal Quarter thereafter until
         the Company has achieved Compliance with 9/30/01 Covenants, $1,250,000
         plus the Additional CapEx Amount (as defined below); and (c) during any
         period of four consecutive Fiscal Quarters ending on the last day of a
         Fiscal Quarter on or after the date on which the Company has achieved
         Compliance with 9/30/01 Covenants, 125% of the sum of depreciation
         expense plus amortization expense of the Company and its Subsidiaries
         for such period of four consecutive Fiscal Quarters. For purposes of
         clause (b) above, the Additional CapEx Amount for any Fiscal Quarter
         shall be (i) $500,000 if by the last day of such Fiscal Quarter the
         Company has completed the sale of the assets described in the side
         letter of even date herewith and received at least $6,000,000 in Net
         Cash Proceeds from the issuance of Equity or Equity Equivalents after
         November 13, 2000; and (ii) $1,000,000 if the Company has completed the
         sale of the assets described in the side letter of even date herewith
         and received at least $8,000,000 in Net Cash Proceeds from the issuance
         of Equity or Equity Equivalents after November 13, 2000."

         2.20 Financial Covenants. The Existing Credit Agreement is amended by
adding the following Section 10.6.8 thereto in appropriate numerical sequence:

         "10.6.8 Minimum EBITDA. Not permit the cumulative monthly EBITDA as of
         the last day of any calendar month beginning with the calendar month



                                       8
<PAGE>   9


         ending October 31, 2000 through the calendar month ending March 31,
         2001 to be less than the applicable amount set forth below:

            Month Ending:                                   Minimum EBITDA
            -------------                                   --------------

         October 31, 2000                                    $  800,000
         November 30, 2000                                   $1,800,000
         December 31, 2000                                   $3,000,000
         January 31, 2001                                    $3,600,000
         February 28, 2001                                   $4,200,000
         March 31, 2001                                      $4,800,000;

         and not permit the EBITDA for the month ending April 30, 2001 to be
         less than $1,500,000 and for the month ending May 31, 2001 to be less
         than $2,000,000."

         2.21 Events of Default. The Existing Credit Agreement is amended by
adding the following Section 12.1.12 thereto in appropriate numerical sequence:

         "12.1.12 Additional Equity. The Company shall fail to receive Net Cash
         Proceeds from the issuance of Equity or Equity Equivalents after
         November 13, 2000 in an aggregate amount equal to at least (i)
         $2,000,000 by November 30, 2000, (ii) $4,000,000 (including any amount
         referred to in clause (i)) by December 26, 2000, and (iii) $4,500,000
         (including any amounts referred to in clauses (i) and (ii)) by January
         31, 2001."

         2.22 Permitted Acquisitions and Asset Sales. Section 10.11 of the
Existing Credit Agreement is amended by deleting clauses (c) and (d) in their
entirety and substituting the following therefor:

         "(c) any such purchase or other acquisition by the Company or any
         wholly-owned Subsidiary of the assets or stock of any Person where the
         Required Banks have consented to such purchase or acquisition; and (d)
         sales and dispositions of assets (including the stock of Subsidiaries)
         so long as the net book value of all assets sold or otherwise disposed
         of in any Fiscal Year does not exceed $100,000; provided that the
         Company may dispose of Clean Earth, Inc. with the consent of the
         Required Banks, which consent shall not be unreasonably withheld."

         SECTION 3 WAIVER. The Required Banks waive any Event of Default under
the Existing Credit Agreement resulting from failure to comply with the
financial covenants set forth in Sections 10.6.2, 10.6.3 and 10.6.4 of the
Existing Credit Agreement for the Fiscal Quarter ended September 30, 2000 and
from the failure to apply the Net Cash Proceeds from the issuance of $4,100,000
of preferred stock during the Fiscal Quarter ended September 30, 2000 in





                                       9
<PAGE>   10

conformity with the requirements of Sections 6.3.2 and 6.3.3 of the Existing
Credit Agreement. The Required Banks further waive any Event of Default
resulting from the failure to comply with Section 10.6.7 of the Existing Credit
Agreement for the Fiscal Quarters ending September 30, 2000, December 31, 2000
and March 31, 2001. This waiver is limited to the matters specifically set forth
herein and shall not be deemed to constitute a waiver or consent with respect to
any other matter whatsoever.

         SECTION 4 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Banks and the Administrative Agent that:

         4.1 Authorization; No Conflict. The execution and delivery by the
Company of this Amendment and the performance by the Company of its obligations
under the Amended Credit Agreement are duly authorized by all necessary
corporate action, do not require any filing or registration with or approval or
consent of any governmental agency or authority, do not and will not conflict
with, result in any violation of, or constitute any default under any provision
of the certificate of incorporation or by-laws of the Company or any of its
Subsidiaries or any material agreement or other document binding upon or
applicable to the Company or any of its Subsidiaries (or any of their respective
properties) or any material law or governmental regulation or court decree or
order applicable to the Company or any of its Subsidiaries, and will not result
in or require the creation or imposition of any Lien in any of the properties of
the Company or any of its Subsidiaries pursuant to the provisions of any
agreement binding upon or applicable to the Company or any of its Subsidiaries.

         4.2 Due Execution; Enforceability. This Amendment has been duly
executed and delivered by the Company and, together with the Amended Credit
Agreement, is a legal, valid and binding obligation of the Company, enforceable
in accordance with its terms subject, as to enforcement only, to bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforceability of the rights of creditors generally and to general principles of
equity (regardless of whether enforcement is sought in equity or at law).

         4.3 Reaffirmation of Warranties. The warranties contained in Section 9
of the Existing Credit Agreement are true and correct on the date of this
Amendment, except to the extent that such warranties (a) solely relate to an
earlier date or (b) are changed by circumstances or events that do not
constitute a breach of the covenants set forth in Section 10 of the Amended
Credit Agreement.

         SECTION 5 CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date hereof upon satisfaction of all of the following conditions (such
date is herein called the "Amendment Effective Date"):

         5.1 Receipt of Documents. The Administrative Agent shall have received
all of the following, each duly executed and dated the date of its delivery and
in form and substance satisfactory to the Administrative Agent, and each in
sufficient number of signed counterparts to provide one for each Bank:

         (a) Amendment. Counterpart originals of this Amendment, duly executed
         by the Company, the Banks and the Administrative Agent. For purposes
         hereof, a facsimile executed copy shall be treated as an original.




                                       10
<PAGE>   11


         (b) Resolutions; Incumbency. A certificate of the secretary or an
         assistant secretary of the Company, substantially in the form of
         Attachment A to this Amendment, with respect to resolutions of the
         Board of Directors of the Company and the names and signatures of the
         officers of the Company authorized to execute and deliver this
         Amendment, together with a sample of the true signature of each such
         officer. (The Administrative Agent and each Bank may conclusively rely
         on such certificate until formally advised by a like certificate of any
         changes therein, and may conclusively rely on any such subsequent
         certificate.)

         (c) Consents. Certified copies of all documents evidencing any
         necessary corporate action, consents, and governmental and regulatory
         approvals with respect to this Amendment.

         (d) Side Letter. Counterpart originals of the side letter dated of even
         date herewith, duly executed by the Company, the Banks and the
         Administrative Agent. For purposes hereof, a facsimile executed copy
         shall be treated as an original.

         (e) Amendment to Subordination Agreement. Counterpart originals of the
         amendment to the Subordination Agreement dated June 30, 2000 between
         Stout Partnership and the Company, duly executed by the Company and
         Stout Partnership. For purposes hereof, a facsimile executed copy shall
         be treated as an original.

         (f) Other. Such other documents as the Agent or any Bank may reasonably
         request.

         5.2 Other Conditions. The following further conditions precedent shall
have been satisfied:

         (a) No Default. No Event of Default or Unmatured Event of Default shall
         have occurred and be continuing.

         (b) Certificate. The Administrative Agent shall have received a
         certificate, dated such date as shall be acceptable to the
         Administrative Agent and signed by the president or a vice president of
         the Company, substantially in the form of Attachment B to this
         Amendment, as to the matters set forth in Sections 4.3 and 5.2(a).

         (c) Fees. The Company shall have paid to the Administrative Agent for
         the account of each Bank, a fee of 1/4% of each Bank's Commitment and
         shall have paid all other fees and expenses then due and payable.




                                       11
<PAGE>   12


         SECTION 6 Miscellaneous.

         6.1 Additional Fees. The Company agrees to pay the Administrative Agent
         for the account of each Bank a fee equal to 1/2% of each Bank's
         Commitment as of the Amendment Effective Date on the earlier of June
         30, 2001 and the consummation of the sale of Clean Earth, Inc.

         6.2 Expenses. The Company agrees to pay on demand all reasonable costs
         and expenses of the Administrative Agent (including fees, charges and
         expenses of counsel for the Administrative Agent) in connection with
         the preparation, negotiation, execution, delivery and administration of
         this Amendment and all other instruments or documents provided for
         herein or delivered or to be delivered hereunder or in connection
         herewith. All obligations provided in this Section 6.2 shall survive
         any termination of this Amendment and the Amended Credit Agreement.

         6.3 Captions. Section captions used in this Amendment are for
         convenience only and shall not affect the construction of this
         Amendment.

         6.4 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
         GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
         CONFLICT OF LAWS PRINCIPLES. Wherever possible each provision of this
         Amendment shall be interpreted in such manner as to be effective and
         valid under applicable laws, but if any provision of this Amendment
         shall be prohibited by or invalid under such laws, 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 Amendment.

         6.5 Counterparts. This Amendment may be executed in any number of
         counterparts, and by the parties hereto on the same or separate
         counterparts, and each such counterpart, when executed and delivered
         (including by facsimile), shall be deemed to be an original, but all
         such counterparts shall together constitute but one and the same
         Amendment.

         6.6 Reference to Credit Agreement. Except as herein amended, the
         Existing Credit Agreement shall remain in full force and effect and is
         hereby ratified in all respects. On and after the effectiveness of the
         amendment to the Existing Credit Agreement accomplished hereby, each
         reference in the Amended Credit Agreement to "this Agreement,"
         "hereunder," "hereof," "herein" or words of like import, and each
         reference to the Existing Credit Agreement in any Note and in any other
         agreement, document or other instrument executed and delivered pursuant
         to the Amended Credit Agreement, shall mean and be a reference to the
         Amended Credit Agreement.

         6.7 Successors and Assigns. This Amendment shall be binding upon the
         parties hereto and their respective successors and assigns, and shall
         inure to the sole benefit of the parties hereto and the successors and
         assigns of the Administrative Agent and the Banks. Notwithstanding the



                                       12
<PAGE>   13


         foregoing, the Company shall not assign its rights or duties hereunder
         without the consent of the Administrative Agent and the Banks.

Delivered at Chicago, Illinois, as of the day and year first above written.

                                            U.S. PLASTIC LUMBER CORP.

                                            By:  /s/  JOHN W. POLING
                                               -------------------------------
                                            Print Name:  John W. Poling
                                            Title:  Chief Financial Officer

                                            BANK OF AMERICA, N.A., as
                                            Administrative Agent

                                            By:  /s/  KRISTINE D. HYDE
                                               -------------------------------
                                            Print Name:  Kristine D. Hyde
                                            Title:  Vice President

BANKS

                                            BANK OF AMERICA, N.A., as Issuing
                                            Bank and Swing Line Bank

                                            By:  /2/  STEVEN R. ARENTSEN
                                               -------------------------------
                                            Print Name:  Steven R. Arentsen
                                            Title:  Senior Vice President

                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            as a Bank

                                            By:  /s/
                                               -------------------------------
                                            Print Name:
                                            Title:


                                            UNION PLANTERS BANK, as a Bank

                                            By:  /s/  THOMAS D. THURSTON
                                               -------------------------------
                                            Print Name:  Thomas D. Thurston
                                            Title:  Vice President




                                       13