NOTE
$6,000,000 New York, New York
June 4, 1999
FOR VALUE RECEIVED, the undersigned, GSE PROCESS SOLUTIONS, INC.
("Process") and GSE POWER SYSTEMS, INC. ("Power"; collectively with Process, the
"Borrowers"), hereby unconditionally, jointly and severally promise to pay to
the order of DIME COMMERCIAL CORP. (the "Lender") on the Termination Date the
principal amount of Six Million Dollars ($6,000,000) or, if less, the aggregate
outstanding principal amount of the Loans made by the Lender to Power under the
Agreement referred to below, and to pay interest on the unpaid principal amount
of each such Loan for the period commencing on the date of such Loan until such
Loan shall have been paid in full at the rates per annum and on the dates
provided in the Loan and Security Agreement dated the date hereof among the
Borrowers, GSE Systems, Inc., MSHI, Inc., GP International Engineering &
Simulation, Inc. and the Lender (as it may from time to time be amended,
modified, restated or supplemented, the "Agreement") and as calculated therein.
All indebtedness outstanding under this Note shall bear interest
(computed in the same manner as interest on this Note prior to maturity) after
the occurrence of any Event of Default as set forth in the Agreement, at the
Default Rate (as such term is defined in the Agreement), and all such interest
shall be payable on demand.
Payments of both principal and interest on this Note are to be made at
the office of the Lender provided for in the Agreement in lawful money of the
United States of America and in immediately available funds. Credit for any
payments made by either Borrower shall, for the purpose of computing interest,
be given in accordance with the Agreement.
This Note is secured in the manner provided in the Agreement, is
subject to prepayment upon the terms and conditions thereof and is entitled to
the benefits thereof.
Upon the occurrence of any Event of Default, as defined in the
Agreement, the principal amount of and accrued interest on this Note may be
declared to be, or shall automatically become, due and payable in the manner and
with the effect provided in the Agreement.
The Borrowers shall pay all costs and expenses of collection,
including, without limitation, reasonable attorneys' fees and disbursements,
incurred by the Lender in connection with collection of this Note.
Except to the extent such waiver is prohibited by law, each Borrower
waives presentment, demand and protest and notice of presentment, demand,
protest and non-payment and any other notice of any kind in connection with this
Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES
PERTAINING TO CONFLICTS OF LAWS.
GSE PROCESS SOLUTIONS, INC.
By_______________________
GSE POWER SYSTEMS, INC.
By_______________________
SCHEDULE TO NOTE
This Note evidences Loans made under the within described
Agreement, in the principal amounts, and on the dates set forth below, subject
to the payments or prepayments of principal set forth below:
Principal Principal
Amount of Amount Paid Balance
Date Made Loan or Prepaid Outstanding Initials
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