GSE HOLDING, INC. COMMON STOCK Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledFebruary 2nd, 2012 Company Industry JurisdictionGSE Holding, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of [7,000,000] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [1,050,000] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
GSE HOLDING, INC. COMMON STOCK Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledDecember 6th, 2011 Company Industry JurisdictionGSE Holding, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”) propose, severally and not jointly, to sell an aggregate of shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the shares of the Firm Stock, are being sold by the Company and by the Selling Stockholders. In addition, certain Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters.
RESTRICTED STOCK AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLANRestricted Stock Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledDecember 8th, 2011 Company Industry JurisdictionTHIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLANIncentive Stock Option Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledDecember 8th, 2011 Company Industry JurisdictionTHIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
REGISTRATION AGREEMENTRegistration Agreement • July 11th, 2011 • GSE Holding, Inc. • Illinois
Contract Type FiledJuly 11th, 2011 Company JurisdictionTHIS REGISTRATION AGREEMENT (this “Agreement”) is made as of May 18, 2004, by and among GEO Holdings Corp., a Delaware corporation (the “Company”), Code Hennessy & Simmons IV LP, a Delaware limited partnership (“CHS”), CHS Associates IV (“CHS Associates”) and each of the other Persons who is not a member of the CHS Group (as defined below) listed on the signature pages attached hereto or who otherwise hereafter becomes a party to this agreement by executing the Joinder attached hereto as Exhibit A (the “Minority Stockholders”). The CHS Group and the Minority Stockholders are collectively referred to herein as the “Stockholders,” and are individually referred to herein as a “Stockholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledDecember 6th, 2011 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between GSE Holding, Inc., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
INTELLECTUAL PROPERTY AND CONFIDENTIALITY AGREEMENTIntellectual Property and Confidentiality Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThis Intellectual Property and Confidentiality Agreement (“Agreement”) by and between GSE Lining Technology, LLC, or any of its divisions, subsidiaries or affiliates (referred to collectively as “GSE” and Ron Crowell (“Employee”), shall be effective as of the 30 day of Aug., 2010.
45,000,000 DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of May 6, 2014 by and among GSE ENVIRONMENTAL, INC., as the Borrower, GSE HOLDING, INC., GSE ENVIRONMENTAL, LLC, and SYNTEC LLC, as Guarantors, Cantor Fitzgerald Securities as Agent for the...Credit Agreement • May 8th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMay 8th, 2014 Company Industry JurisdictionThis DEBTOR-IN-POSSESSION CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, modified and/or restated from time to time, this “Agreement”) is entered into as of May 6, 2014, by and among GSE Environmental, Inc., a Delaware corporation, as Borrower, GSE Environmental, LLC and SynTec LLC, as Subsidiary Guarantors, and GSE Holding, Inc., as Holdings, Cantor Fitzgerald Securities, as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”).
FIRST LIEN CREDIT AGREEMENT Dated as of May 27, 2011 by and among GUNDLE/SLT ENVIRONMENTAL, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION for itself, as a Lender and...Credit Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThis FIRST LIEN CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, modified and/or restated from time to time, this “Agreement”) is entered into as of May 27, 2011, by and among Gundle/SLT Environmental, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and such Lenders.
GEO HOLDINGS CORP. c/o Gundle/SLT Environmental, Inc. 19103 Gundle Road Houston, TX 77073 September 15, 2010Letter Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThe purpose of this letter agreement (this “Agreement”) is to confirm our agreement regarding the terms and conditions of the grant to you of the right to receive a special bonus payment upon the consummation of a Sale of the Company (as defined below) or upon certain dividends declared by the Company.
CHANGE OF CONTROL & RETENTION AGREEMENTRetention Agreement • July 11th, 2011 • GSE Holding, Inc. • Texas
Contract Type FiledJuly 11th, 2011 Company JurisdictionThis Change of Control & Retention Agreement (the “Agreement”) is effective as of December 27, 2010 (the ‘Effective Date’), by and between GSE Lining Technology, LLC, a Delaware Limited Liability Company (‘GSE’ or the ‘Company’) with its principal offices at 19103 Gundle Road, Houston, Texas 77073, and Joellyn Champagne, an individual with a residential address of 14607 Wood Thorn Court, Humble, TX 77396, (the ‘Executive’), (together the ‘Parties’).
FIRST LIEN REVOLVING CREDIT AGREEMENT Dated as of January 10, 2014 by and among GSE ENVIRONMENTAL, INC., F/K/A GUNDLE/SLT ENVIRONMENTAL, INC., as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC...Revolving Credit Agreement • January 10th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledJanuary 10th, 2014 Company Industry JurisdictionThis FIRST LIEN REVOLVING CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, modified and/or restated from time to time, this “Agreement”) is entered into as of January 10, 2014, by and among GSE Environmental, Inc., f/k/a Gundle/SLT Environmental, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and such Lenders.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • February 15th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledFebruary 15th, 2012 Company Industry JurisdictionTHIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of February 15, 2012, by and among (i) GSE Holding, Inc., a Delaware corporation (the “Company”), (ii) Code Hennessy & Simmons IV LP, a Delaware limited partnership (“CHS”), (iii) CHS Associates Fund IV, L.P. (“CHS Associates”) and (iv) each of the other Persons who is not a member of the CHS Group (as defined below) listed on the signature pages attached hereto or who otherwise hereafter becomes a party to this Agreement by executing a Joinder to this Agreement (each a “Minority Stockholder”). Members of the CHS Group and the Minority Stockholders are collectively referred to herein as the “Stockholders,” and are individually referred to herein as a “Stockholder.” Unless otherwise indicated herein, capitalized terms used herein are defined in Section 7 hereof.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 11th, 2011 • GSE Holding, Inc. • Texas
Contract Type FiledJuly 11th, 2011 Company JurisdictionTHIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 4th day of March, 2010, by and between GUNDLE/SLT ENVIRONMENTAL, INC., a Delaware corporation, having its corporate headquarters located at 19103 Gundle Road, Houston, Texas 77073 (hereinafter referred to as the “Company”), and MARK C. ARNOLD (hereinafter referred to as the “Employee”).
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
Contract Type FiledDecember 6th, 2011 Company IndustryThis Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Jeffery D. Nigh (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AMENDED AND RESTATED GEO HOLDINGS CORP. 2004 STOCK OPTION PLANNon-Qualified Stock Option Agreement • May 15th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledMay 15th, 2013 Company Industry JurisdictionTHIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a Delaware corporation (the “Company”) (formerly known as GEO Holdings Corp.), and the Participant specified above, pursuant to the GEO Holdings 2004 Option Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
GEO HOLDINGS CORP. c/o Gundle/SLT Environmental, Inc. 19103 Gundle Road Houston, TX 77073 September 16, 2010Letter Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThe purpose of this letter agreement (this “Agreement”) is to confirm our agreement regarding the terms and conditions of the grant to you of the right to receive a special bonus payment upon the consummation of an Initial Public Offering (as defined below) or in the event certain dividends are made by the Company.
FIRST AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMarch 31st, 2014 Company Industry JurisdictionTHIS FIRST AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of January 16, 2014 by and among GSE ENVIRONMENTAL, INC., a Delaware corporation f/k/a Gundle/SLT Environmental, Inc. (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender (including as Swingline Lender), and the other LENDERS signatory hereto.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThis Change in Control Agreement (the “Agreement”) is effective as of August 4, 2011 (the “Effective Date”), by and between GSE Lining Technology, LLC, a Delaware Limited Liability Company (“GSE” or the “Company”) with its principal offices at 19103 Gundle Road, Houston, Texas 77073, and William F. Lacey, an individual with a residential address set forth herein (the “Executive”), (together the “Parties”).
GUARANTY AND SECURITY AGREEMENT Dated as of May 6, 2014 among GSE ENVIRONMENTAL, INC. and Each Other Grantor From Time to Time Party Hereto and CANTOR FITZGERALD SECURITIES, as AgentGuaranty and Security Agreement • May 8th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMay 8th, 2014 Company Industry JurisdictionGUARANTY AND SECURITY AGREEMENT, dated as of May 6, 2014 (this “Agreement”), by GSE Environmental, Inc., a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (such entities, together with the Borrower, the “Grantors”), in favor of Cantor Fitzgerald Securities, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Lenders and each other Secured Party (each as defined in the Credit Agreement referred to below).
FIRST LIEN GUARANTY AND SECURITY AGREEMENT Dated as of May 27, 2011 among GUNDLE/SLT ENVIRONMENTAL, INC. and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as AgentFirst Lien Guaranty and Security Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionFIRST LIEN GUARANTY AND SECURITY AGREEMENT, dated as of May 27, 2011 (this “Agreement”), by Gundle/SLT Environmental, Inc., a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (such entities, together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
GSE HOLDING, INC. TRANSITION & CONSULTING AGREEMENTTransition & Consulting Agreement • November 5th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas
Contract Type FiledNovember 5th, 2013 Company Industry JurisdictionThis Transition & Consulting Agreement (the “Agreement”), dated as of November 4, 2013 (the “Effective Date”), is by and between J. Michael Kirksey (“Executive”) and GSE Holding, Inc., a Delaware corporation (the “Company”).
WAIVER AND FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 28th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMarch 28th, 2013 Company Industry JurisdictionTHIS WAIVER AND FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of January 25, 2013 by and among GSE ENVIRONMENTAL, INC., a Delaware corporation f/k/a Gundle/SLT Environmental, Inc. (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.
LIMITED WAIVER AND SEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • January 10th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledJanuary 10th, 2014 Company Industry JurisdictionTHIS LIMITED WAIVER AND SEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of January 10, 2014 by and among GSE ENVIRONMENTAL, INC., a Delaware corporation f/k/a Gundle/SLT Environmental, Inc. (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.
FIRST LIEN GUARANTY AND SECURITY AGREEMENT Dated as of May 27, 2011 among GUNDLE/SLT ENVIRONMENTAL, INC. and Each Other Grantor From Time to Time Party Hereto and GENERAL ELECTRIC CAPITAL CORPORATION, as AgentFirst Lien Guaranty and Security Agreement • July 11th, 2011 • GSE Holding, Inc. • New York
Contract Type FiledJuly 11th, 2011 Company JurisdictionFIRST LIEN GUARANTY AND SECURITY AGREEMENT, dated as of May 27, 2011 (this “Agreement”), by Gundle/SLT Environmental, Inc., a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (such entities, together with the Borrower, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).
FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • November 14th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware
Contract Type FiledNovember 14th, 2013 Company Industry JurisdictionTHIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between GSE Holding, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the GSE Holding, Inc. 2011 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas
Contract Type FiledOctober 19th, 2011 Company Industry JurisdictionThis Change in Control Agreement (the “Agreement”) is effective as of July 28, 2011 (the ‘Effective Date’), by and between GSE Lining Technology, LLC, a Delaware Limited Liability Company (‘GSE’ or the ‘Company’) with its principal offices at 19103 Gundle Road, Houston, Texas 77073, and Lindsey Gregg Taylor, an individual with a residential address set forth herein (the ‘Executive’), (together the ‘Parties’).
CONSENT AND FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTConsent And • February 9th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledFebruary 9th, 2012 Company Industry JurisdictionTHIS CONSENT AND FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of February 8, 2012 by and among GUNDLE/SLT ENVIRONMENTAL, INC., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, JEFFERIES FINANCE LLC, (in its individual capacity, “Jefferies”), as Agent and as a Lender, and the other LENDERS signatory hereto.
ELEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 17th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledApril 17th, 2014 Company Industry JurisdictionTHIS ELEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of April 17, 2014 (this “Eleventh Amendment”), by and among GSE ENVIRONMENTAL, INC., a Delaware corporation f/k/a Gundle/SLT Environmental, Inc. (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • May 5th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMay 5th, 2014 Company Industry JurisdictionThis RESTRUCTURING SUPPORT AGREEMENT (together with all exhibits and attachments hereto, as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 4, 2014, is entered into by and among GSE Holding, Inc. (“Parent”), GSE Environmental, Inc. (f/k/a Gundle/SLT Environmental, Inc.) (“GSE”), and their subsidiaries GSE Environmental LLC and SynTec, LLC (collectively the “Company” or the “Debtors”), and certain holders of the First Lien Loans (as defined below) parties hereto from time to time (together with their respective successors and permitted assigns, the “Consenting Lenders”). The Company, each Consenting Lender, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Joint Plan (as defined
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • July 11th, 2011 • GSE Holding, Inc. • New York
Contract Type FiledJuly 11th, 2011 Company JurisdictionTHIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), dated as of May 27, 2011, made by each of the undersigned (each, a “Party” and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the “Parties”) and Jefferies Finance LLC, as administrative agent (in such capacity, together with any successor administrative agent, the “Agent”), for the benefit of the Senior Creditors (as defined in Section 7 hereof). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Second Lien Credit Agreement referred to below.
CONSENT AND SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • January 30th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledJanuary 30th, 2012 Company Industry JurisdictionTHIS CONSENT AND SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of December 12, 2011 by and among GUNDLE/SLT ENVIRONMENTAL, INC., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.
TERMINATION AGREEMENTTermination Agreement • February 15th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • Illinois
Contract Type FiledFebruary 15th, 2012 Company Industry JurisdictionThis Termination Agreement (this “Termination Agreement”) is made as of February 15, 2012, by and among (i) GSE Holding, Inc., a Delaware corporation, (“Parent”), (ii) Gundle/SLT Environmental, Inc., a Delaware corporation (the “Company”), and (iii) CHS Management IV LP, a Delaware limited partnership (“CHS IV”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Management Agreement (defined below).
TENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 14th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York
Contract Type FiledMarch 14th, 2014 Company Industry JurisdictionTHIS TENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of March 14, 2014 (this “Tenth Amendment”), by and among GSE ENVIRONMENTAL, INC., a Delaware corporation f/k/a Gundle/SLT Environmental, Inc. (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.
AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENTSale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet
Contract Type FiledDecember 6th, 2011 Company IndustryThis Amendment No. 1 to the Sale Bonus Letter Agreement (this “Amendment”) is entered into as of December 2, 2011, by and between (i) Gregg Taylor (“you”) and (ii) GSE Holding, Inc. (the “Company”). You and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Amendment have the meanings set forth in the Sale Bonus Letter Agreement (as defined below).