GSE Holding, Inc. Sample Contracts

GSE HOLDING, INC. COMMON STOCK Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • February 2nd, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

GSE 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.

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GSE HOLDING, INC. COMMON STOCK Par Value $0.01 Per Share UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

GSE 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 PLAN
Restricted Stock Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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 PLAN
Incentive Stock Option Agreement • December 8th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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 AGREEMENT
Registration Agreement • July 11th, 2011 • GSE Holding, Inc. • Illinois

THIS 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 AGREEMENT
Indemnification Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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 AGREEMENT
Intellectual Property and Confidentiality Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas

This 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.

GEO HOLDINGS CORP. c/o Gundle/SLT Environmental, Inc. 19103 Gundle Road Houston, TX 77073 September 15, 2010
Sale Bonus Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

The 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 AGREEMENT
Change of Control & Retention Agreement • July 11th, 2011 • GSE Holding, Inc. • Texas

This 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’).

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 15th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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 AGREEMENT
Executive Employment Agreement • July 11th, 2011 • GSE Holding, Inc. • Texas

THIS 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”).

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...
First Lien Revolving Credit Agreement • January 10th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

This 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.

AMENDMENT NO. 1 TO SALE BONUS LETTER AGREEMENT
Sale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet

This 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 PLAN
Non-Qualified Stock Option Agreement • May 15th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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, 2010
Ipo Bonus and Dividend Bonus Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

The 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 AGREEMENT
First Lien Revolving Credit Agreement • March 31st, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
Change in Control Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas

This 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 Agent
Guaranty and Security Agreement • May 8th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

GUARANTY 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 Agent
First Lien Guaranty and Security Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

FIRST 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 AGREEMENT
Transition & Consulting Agreement • November 5th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas

This 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 AGREEMENT
First Lien Credit Agreement • March 28th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
First Lien Credit Agreement • January 10th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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.

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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 Agent
First Lien Guaranty and Security Agreement • July 11th, 2011 • GSE Holding, Inc. • New York

FIRST 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 PLAN
Restricted Stock Unit Agreement • November 14th, 2013 • GSE Holding, Inc. • Unsupported plastics film & sheet • Delaware

THIS 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 AGREEMENT
Change in Control Agreement • October 19th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet • Texas

This 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 AGREEMENT
Second Lien Credit Agreement • February 9th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
First Lien Credit Agreement • April 17th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
Restructuring Support Agreement • May 5th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

This 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 AGREEMENT
Intercompany Subordination Agreement • July 11th, 2011 • GSE Holding, Inc. • New York

THIS 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 AGREEMENT
First Lien Credit Agreement • January 30th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
Termination Agreement • February 15th, 2012 • GSE Holding, Inc. • Unsupported plastics film & sheet • Illinois

This 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 AGREEMENT
First Lien Credit Agreement • March 14th, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS 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 AGREEMENT
Sale Bonus Letter Agreement • December 6th, 2011 • GSE Holding, Inc. • Unsupported plastics film & sheet

This 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).

EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • March 31st, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS EIGHTH AMENDMENT TO FIRST LIEN 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, and the other LENDERS signatory hereto.

LIMITED WAIVER AND SECOND AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT
First Lien Revolving Credit Agreement • March 31st, 2014 • GSE Holding, Inc. • Unsupported plastics film & sheet • New York

THIS LIMITED WAIVER AND SECOND AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of March 5, 2014 (this “Second 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.

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