Contract
Exhibit 10.2
1
(Ex-Im
Bank-Guaranteed Transaction Specific Revolving Line of Credit)
1. THE
SECURITY. The undersigned GSE Systems, Inc. and GSE Power Systems,
Inc. (collectively, the "Pledgor") hereby assign and
grant to Bank of America, N.A. (the "Bank") a security interest in
their respective property described as follows, whether now owned or hereafter
acquired ("Collateral"):
(a) All
accounts, contract rights, chattel paper, instruments, deposit accounts, letter
of credit rights, payment intangibles and general intangibles, including all
amounts due to the Pledgor from a factor; rights to payment of money from the
Bank under any Swap Contract (as defined in Paragraph 2 below); and all returned
or repossessed goods which, on sale or lease, resulted in an account or chattel
paper.
(b) All
inventory, including all materials, work in process and finished
goods.
(c) All
machinery, furniture, fixtures and other equipment of every type now owned or
hereafter acquired by the Pledgor.
(d) All of
the Pledgor’s deposit accounts with the Bank. The Collateral shall include any
renewals or rollovers of the deposit accounts, any successor accounts, and any
general intangibles and choses in action arising therefrom or related
thereto.
(e) All
instruments, notes, chattel paper, documents, certificates of deposit,
securities and investment property of every type. The Collateral
shall include all liens, security agreements, leases and other contracts
securing or otherwise relating to the foregoing.
(f) All
general intangibles, including, but not limited to, (i) all patents, and all
unpatented or unpatentable inventions; (ii) all trademarks, service marks, and
trade names; (iii) all copyrights and literary rights; (iv) all computer
software programs; (v) all mask works of semiconductor chip products; (vi) all
trade secrets, proprietary information, customer lists, manufacturing,
engineering and production plans, drawings, specifications, processes and
systems. The Collateral shall include all goodwill connected with or
symbolized by any of such general intangibles; all contract rights, documents,
applications, licenses, materials and other matters related to such general
intangibles; all tangible property embodying or incorporating any such general
intangibles; and all chattel paper and instruments relating to such general
intangibles.
(g) All
negotiable and nonnegotiable documents of title covering any
Collateral.
(h) All
accessions, attachments and other additions to the Collateral, and all tools,
parts and equipment used in connection with the Collateral.
(i) All
substitutes or replacements for any Collateral, all cash or non-cash proceeds,
product, rents and profits of any Collateral, all income, benefits and property
receivable on account of the Collateral, all rights under warranties and
insurance contracts, letters of credit, guaranties or other supporting
obligations covering the Collateral, and any causes of action relating to the
Collateral.
(j) All books
and records pertaining to any Collateral, including but not limited to any
computer-readable memory and any computer hardware or software necessary to
process such memory ("Books and
Records").
(k) All
present and future property encompassed by the category described as commercial
tort claims, as defined in the Uniform Commercial Code (“Commercial Tort
Claims”).
1
2. INDEBTEDNESS.
(a) The
Collateral secures all Indebtedness of the Pledgor to the Bank. Each
party obligated under any Indebtedness is referred to in this Agreement as a
“Debtor.” "Indebtedness" means, with
respect to that certain $3,500,000 Ex-Im Bank guaranteed transaction specific
revolving line of credit arising under that certain Loan Agreement (Ex-Im Bank
Guaranteed Transaction Specific Revolving Line of Credit) (the “Loan Agreement”) and related
agreements, documents and instruments entered into between Bank and Pledgor as
of even date herewith, as now in effect and as amended, renewed or restated in
the future, all debts, obligations or liabilities now or hereafter existing,
absolute or contingent of the Debtor or any one or more of them to the Bank,
whether voluntary or involuntary, whether due or not due, or whether incurred
directly or indirectly or acquired by the Bank by assignment or
otherwise. Indebtedness shall include, without limitation, all
obligations of the Debtor arising under any Swap Contract. “Swap Contract” means any
interest rate, credit, commodity or equity swap, cap, floor, collar, forward
foreign exchange transaction, currency swap, cross currency rate swap, currency
option, securities puts, calls, collars, options or forwards or any combination
of, or option with respect to, these or similar transactions now or hereafter
entered into between the Debtor and the Bank.
(b) In
addition to the Collateral described above, any other personal property
collateral described in any security agreement now or hereafter entered into
between Debtor and Bank (the “Additional Collateral”) shall
also secure the Indebtedness; provided, however, that to the extent the
Additional Collateral secures any present or future obligations of Debtor to
Bank that are not guaranteed by the Export-Import Bank of the United States
under its Working Capital Guarantee Program (the “Non-Ex-Im Bank Obligations”),
the Additional Collateral shall be applied first to the satisfaction of the
Non-Ex-Im Bank Obligations and the balance, if any, to the
Indebtedness.
3. PLEDGOR'S
COVENANTS. The Pledgor represents, covenants and warrants that unless
compliance is waived by the Bank in writing:
(a) Pledgor
shall execute any and all such documents as the Bank may request, including
without limitation, financing statements pursuant to the Uniform Commercial Code
in the jurisdiction in which the Collateral is located or in which Borrower
resides or is formed or organized, as applicable (the “Uniform Commercial Code”) to
preserve and maintain the priority of the lien created hereby on the Collateral,
and shall pay to the Bank on demand any expenses incurred by the Bank in
connection with the preparation, execution and filing of any such
documents. Said financing statements shall be filed in such offices
as the Bank deems advisable under the Uniform Commercial
Code. Pledgor hereby authorizes the Bank to file all financing
statements, refilings, continuations and amendments thereof as the Bank deems
necessary or advisable to create, preserve and protect said lien and security
interest. Pledgor shall cooperate with the Bank in obtaining control
of deposit accounts, letter of credit rights and any other Collateral for which
control is necessary for perfection under the Uniform Commercial
Code.
(b) The
Pledgor will properly preserve the Collateral; defend the Collateral against any
adverse claims and demands; and keep accurate Books and Records.
(c) The
Pledgor's chief executive office is located, in the state specified on the
signature page hereof. In addition, the Pledgor is incorporated in or
organized under the laws of the state specified on such signature
page. The Pledgor shall give the Bank at least thirty (30) days
notice before changing its chief executive office or state of incorporation or
organization. The Pledgor will notify the Bank in writing prior to
any change in the location of any Collateral, including the Books and
Records.
(d) The
Pledgor will notify the Bank in writing prior to any change in the Pledgor's
name, identity or business structure.
(e) Unless
otherwise agreed, the Pledgor has not granted and will not grant any security
interest in any of the Collateral except to the Bank, and will keep the
Collateral free of all liens, claims, security interests and encumbrances of any
kind or nature except the security interest of the Bank.
2
(f) The
Pledgor will promptly notify the Bank in writing of any event which affects the
value of the Collateral, the ability of the Pledgor or the Bank to dispose of
the Collateral, or the rights and remedies of the Bank in relation thereto,
including, but not limited to, the levy of any legal process against any
Collateral and the adoption of any marketing order, arrangement or procedure
affecting the Collateral, whether governmental or otherwise.
(g) The
Pledgor shall pay all costs necessary to preserve, defend, enforce and collect
the Collateral, including but not limited to taxes, assessments, insurance
premiums, repairs, rent, storage costs and expenses of sales, and any costs to
perfect the Bank’s security interest (collectively, the “Collateral
Costs”). Without waiving the Pledgor's default for failure to
make any such payment, the Bank at its option may pay any such Collateral Costs,
and discharge encumbrances on the Collateral, and such Collateral Costs payments
shall be a part of the Indebtedness and bear interest at the rate set out in the
Indebtedness. The Pledgor agrees to reimburse the Bank on demand for
any Collateral Costs so incurred.
(h) Until the
Bank exercises its rights to make collection, the Pledgor will diligently
collect all Collateral.
(i) If any
Collateral is or becomes the subject of any registration certificate,
certificate of deposit or negotiable document of title, including any warehouse
receipt or xxxx of lading, the Pledgor shall immediately deliver such document
to the Bank, together with any necessary endorsements.
(j) The
Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of
any Collateral except with the prior written consent of the Bank; provided,
however, that the Pledgor may sell inventory in the ordinary course of
business.
(k) The
Pledgor will maintain and keep in force insurance covering the Collateral
against fire and extended coverages (including without limitation windstorm
coverage, and hurricane coverage as applicable), to the extent that any
Collateral is of a type which can be so insured. Such insurance shall
require losses to be paid on a replacement cost basis, be issued by insurance
companies acceptable to the Bank and include a loss payable endorsement in favor
of the Bank in a form acceptable to the Bank. Upon the request of the
Bank, the Pledgor will deliver to the bank a copy of each insurance policy, or,
if permitted by the Bank, a certificate of insurance listing all insurance in
force.
(l) The
Pledgor will not attach any Collateral to any real property or fixture in a
manner which might cause such Collateral to become a part thereof unless the
Pledgor first obtains the written consent of any owner, holder of any lien on
the real property or fixture, or other person having an interest in such
property to the removal by the Bank of the Collateral from such real property or
fixture. Such written consent shall be in form and substance
acceptable to the Bank and shall provide that the Bank has no liability to such
owner, holder of any lien, or any other person.
(m) The
Pledgor shall not withdraw funds from any deposit account which is part of the
Collateral without the Bank's prior written consent. The Pledgor
agrees that, upon maturity of any deposit account with a maturity date, such
deposit account shall be renewed at the Bank’s then prevailing rate of interest
for successive ninety (90) day periods (or such other time period as may be
agreed by the Bank and the Pledgor). Notwithstanding the Bank's
security interest in the proceeds of the deposit accounts, the Bank will
continue to pay to the Pledgor interest accruing thereunder until the occurrence
of a default under this Agreement.
(n) Exhibit A to this
Agreement is a complete list of all patents, trademark and service xxxx
registrations, copyright registrations, mask work registrations, and all
applications therefor, in which the Pledgor has any right, title, or interest,
throughout the world. To the extent required by the Bank in its
discretion, the Pledgor will promptly notify the Bank of any acquisition (by
adoption and use, purchase, license or otherwise) of any patent, trademark or
service xxxx registration, copyright registration, mask work registration, and
applications therefor, and unregistered trademarks and service marks and
copyrights, throughout the world, which are granted or filed or acquired after
the date hereof or which are not listed on the Exhibit. The Pledgor
authorizes the Bank, without notice to the Pledgor, to modify this Agreement by
amending the Exhibit to include any such Collateral.
3
(o) The
Pledgor will, at its expense, diligently prosecute all patent, trademark or
service xxxx or copyright applications pending on or after the date hereof, will
maintain in effect all issued patents and will renew all trademark and service
xxxx registrations, including payment of any and all maintenance and renewal
fees relating thereto, except for such patents, service marks and trademarks
that are being sold, donated or abandoned by the Pledgor pursuant to the terms
of its intellectual property management program. The Pledgor also
will promptly make application on any patentable but unpatented inventions,
registerable but unregistered trademarks and service marks, and copyrightable
but uncopyrighted works. The Pledgor will at its expense protect and
defend all rights in the Collateral against any material claims and demands of
all persons other than the Bank and will, at its expense, enforce all rights in
the Collateral against any and all infringers of the Collateral where such
infringement would materially impair the value or use of the Collateral to the
Pledgor or the Bank. The Pledgor will not license or transfer any of
the Collateral, except for such licenses as are customary in the ordinary course
of the Pledgor's business, or except with the Bank's prior written
consent.
4. ADDITIONAL
OPTIONAL REQUIREMENTS. The Pledgor agrees that the Bank may at its
option at any time, whether or not the Pledgor is in default:
(a) Require
the Pledgor to deliver to the Bank (i) copies of or extracts from the Books and
Records, and (ii) information on any contracts or other matters affecting the
Collateral.
(b) Examine
the Collateral, including the Books and Records, and make copies of or extracts
from the Books and Records, and for such purposes enter at any reasonable time
upon the property where any Collateral or any Books and Records are
located.
(c) Require
the Pledgor to deliver to the Bank any instruments, chattel paper or letters of
credit which are part of the Collateral, and to assign to the Bank the proceeds
of any such letters of credit.
(d) Notify
any account debtors, any buyers of the Collateral, or any other persons of the
Bank's interest in the Collateral.
5. DEFAULTS. Any
one or more of the following shall be a default hereunder:
(a) Any
Indebtedness is not paid when due, or any default occurs under any agreement
relating to the Indebtedness, after giving effect to any applicable grace or
cure periods.
(b) The
Pledgor breaches any term, provision, warranty or representation under this
Agreement, or under any other obligation of the Pledgor to the Bank, and such
breach remains uncured after any applicable cure period.
(c) The Bank
fails to have an enforceable first lien (except for any prior liens to which the
Bank has consented in writing) on or security interest in the
Collateral.
(d) Any
custodian, receiver or trustee is appointed to take possession, custody or
control of all or a substantial portion of the property of the Pledgor or of any
guarantor or other party obligated under any Indebtedness.
(e) The
Pledgor or any guarantor or other party obligated under any Indebtedness becomes
insolvent, or is generally not paying or admits in writing its inability to pay
its debts as they become due, fails in business, makes a general assignment for
the benefit of creditors, dies, or commences any case, proceeding or other
action under any bankruptcy or other law for the relief of, or relating to,
debtors.
4
(f) Any case,
proceeding or other action is commenced against the Pledgor or any guarantor or
other party obligated under any Indebtedness under any bankruptcy or other law
for the relief of, or relating to, debtors.
(g) Any
involuntary lien of any kind or character attaches to any Collateral, except for
liens for taxes not yet due.
(h) The
Pledgor has given the Bank any false or misleading information or
representations.
6. BANK'S
REMEDIES AFTER DEFAULT. In the event of any default, the Bank may do
any one or more of the following, to the extent permitted by law:
(a) Declare
any Indebtedness immediately due and payable, without notice or
demand.
(b) Enforce
the security interest given hereunder pursuant to the Uniform Commercial Code
and any other applicable law.
(c) Enforce
the security interest of the Bank in any deposit account of the Pledgor
maintained with the Bank by applying such account to the
Indebtedness.
(d) Require
the Pledgor to obtain the Bank's prior written consent to any sale, lease,
agreement to sell or lease, or other disposition of any Collateral consisting of
inventory.
(e) Require
the Pledgor to segregate all collections and proceeds of the Collateral so that
they are capable of identification and deliver daily such collections and
proceeds to the Bank in kind.
(f) Require
the Pledgor to direct all account debtors to forward all payments and proceeds
of the Collateral to a post office box under the Bank's exclusive
control.
(g) Require
the Pledgor to assemble the Collateral, including the Books and Records, and
make them available to the Bank at a place designated by the Bank.
(h) Enter
upon the property where any Collateral, including any Books and Records, are
located and take possession of such Collateral and such Books and Records, and
use such property (including any buildings and facilities) and any of the
Pledgor's equipment, if the Bank deems such use necessary or advisable in order
to take possession of, hold, preserve, process, assemble, prepare for sale or
lease, market for sale or lease, sell or lease, or otherwise dispose of, any
Collateral.
(i) Demand
and collect any payments on and proceeds of the Collateral. In
connection therewith the Pledgor irrevocably authorizes the Bank to endorse or
sign the Pledgor's name on all checks, drafts, collections, receipts and other
documents, and to take possession of and open the mail addressed to the Pledgor
and remove therefrom any payments and proceeds of the Collateral.
(j) Grant
extensions and compromise or settle claims with respect to the Collateral for
less than face value, all without prior notice to the Pledgor.
(k) Use or
transfer any of the Pledgor's rights and interests in any Intellectual Property
now owned or hereafter acquired by the Pledgor, if the Bank deems such use or
transfer necessary or advisable in order to take possession of, hold, preserve,
process, assemble, prepare for sale or lease, market for sale or lease, sell or
lease, or otherwise dispose of, any Collateral. The Pledgor agrees
that any such use or transfer shall be without any additional consideration to
the Pledgor. As used in this paragraph, "Intellectual Property"
includes, but is not limited to, all trade secrets, computer software, service
marks, trademarks, trade names, trade styles, copyrights, patents, applications
for any of the foregoing, customer lists, working drawings, instructional
manuals, and rights in processes for technical manufacturing, packaging and
labeling, in which the Pledgor has any right or interest, whether by ownership,
license, contract or otherwise.
5
(l) Have a
receiver appointed by any court of competent jurisdiction to take possession of
the Collateral. The Pledgor hereby consents to the appointment of
such a receiver and agrees not to oppose any such appointment.
(m) Take such
measures as the Bank may deem necessary or advisable to take possession of,
hold, preserve, process, assemble, insure, prepare for sale or lease, market for
sale or lease, sell or lease, or otherwise dispose of, any Collateral, and the
Pledgor hereby irrevocably constitutes and appoints the Bank as the Pledgor's
attorney-in-fact to perform all acts and execute all documents in connection
therewith.
(n) Without
notice or demand to the Pledgor, set off and apply against any and all of the
Indebtedness any and all deposits (general or special, time or demand,
provisional or final) and any other indebtedness, at any time held or owing by
the Bank or any of the Bank's agents or affiliates to or for the credit of the
account of the Pledgor or any guarantor or endorser of the Pledgor's
Indebtedness.
(o) Exercise
any other remedies available to the Bank at law or in equity.
7. Consent
to Jurisdiction. TO INDUCE THE BANK TO ACCEPT THIS
AGREEMENT, THE PLEDGOR IRREVOCABLY AGREES THAT, SUBJECT TO THE BANK’S SOLE AND
ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR
RELATED TO THIS AGREEMENT WILL BE LITIGATED IN STATE OR FEDERAL COURT HAVING
SITUS IN BALTIMORE, MARYLAND. THE PLEDGOR HEREBY CONSENTS AND SUBMITS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN BALTIMORE, MARYLAND, WAIVES PERSONAL SERVICE OF PROCESS
UPON THE PLEDGOR, AND AGREES THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE PLEDGOR AT THE ADDRESS STATED ON THE
SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON
ACTUAL RECEIPT. IN ADDITION, THE PLEDGOR HEREBY IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW ANY DEFENSE ASSERTING AN INCONVENIENT FORUM IN
CONNECTION THEREWITH.
8. Waiver of Jury
Trial. THE PLEDGOR AND THE BANK EACH WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A)
UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (B) ARISING FROM ANY BANKING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY
SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY
MADE. THE PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST
THE BANK OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF
LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE
DAMAGES.
9. MISCELLANEOUS.
(a) Any
waiver, express or implied, of any provision hereunder and any delay or failure
by the Bank to enforce any provision shall not preclude the Bank from enforcing
any such provision thereafter.
(b) The
Pledgor shall, at the request of the Bank, execute such other agreements,
documents, instruments, or financing statements in connection with this
Agreement as the Bank may reasonably deem necessary.
6
(c) All
notes, security agreements, subordination agreements and other documents
executed by the Pledgor or furnished to the Bank in connection with this
Agreement must be in form and substance satisfactory to the Bank.
(d) This
Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland. To the extent that the Bank has greater rights or
remedies under federal law, whether as a national bank or otherwise, this
paragraph shall not be deemed to deprive the Bank of such rights and remedies as
may be available under federal law.
(e) All
rights and remedies herein provided are cumulative and not exclusive of any
rights or remedies otherwise provided by law. Any single or partial
exercise of any right or remedy shall not preclude the further exercise thereof
or the exercise of any other right or remedy.
(f) All terms
not defined herein are used as set forth in the Uniform Commercial
Code.
(g) In the
event of any action by the Bank to enforce this Agreement or to protect the
security interest of the Bank in the Collateral, or to take possession of, hold,
preserve, process, assemble, insure, prepare for sale or lease, market for sale
or lease, sell or lease, or otherwise dispose of, any Collateral, the Pledgor
agrees to pay immediately the costs and expenses thereof, together with
reasonable attorneys' fees and allocated costs for in-house legal services to
the extent permitted by law.
(h) In the
event the Bank seeks to take possession of any or all of the Collateral by
judicial process, the Pledgor hereby irrevocably waives any bonds and any surety
or security relating thereto that may be required by applicable law as an
incident to such possession, and waives any demand for possession prior to the
commencement of any such suit or action.
(i) This
Agreement shall constitute a continuing agreement, applying to all future as
well as existing transactions, whether or not of the character contemplated at
the date of this Agreement, and if all transactions between the Bank and the
Pledgor shall be closed at any time, shall be equally applicable to any new
transactions thereafter.
(j) The
Bank's rights hereunder shall inure to the benefit of its successors and
assigns. In the event of any assignment or transfer by the Bank of
any of the Indebtedness or the Collateral, the Bank thereafter shall be fully
discharged from any responsibility with respect to the Collateral so assigned or
transferred, but the Bank shall retain all rights and powers hereby given with
respect to any of the Indebtedness or the Collateral not so assigned or
transferred. All representations, warranties and agreements of the
Pledgor if more than one are joint and several and all shall be binding upon the
personal representatives, heirs, successors and assigns of the
Pledgor.
10. FINAL
AGREEMENT. BY SIGNING THIS DOCUMENT
EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER
WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF,
UNLESS SUCH COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND
CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
UNDERSTANDINGS OF THE PARTIES.
[Signatures on next
page.]
7
The parties executed this Agreement as
of March 28, 2008, intending to create an instrument executed under
seal.
|
Bank
of America, N.A.
|
GSE
Systems, Inc.
|
|
|
By: /s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx
Senior Vice
President
|
By: /s/ Xxxxxxx
Xxxxx (Seal)
Xxxxxxx
Xxxxx
Chief
Financial Officer
|
|
|
GSE
Power Systems, Inc.
|
||
|
By: /s/ Xxxxxxx
Xxxxx (Seal)
Xxxxxxx
Xxxxx
Chief
Financial Officer
|
|
Address
where notices to
the
Bank are to be sent:
|
Address
where notices to
the
Borrower are to be sent:
|
|
|
000
Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx,
Xxxxxxxx 00000
Facsimile:
|
0000
Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
Xxxxxxxx 00000
Telephone:
Facsimile:
|
GSE
Systems, Inc. and GSE Power Systems, Inc.
Chief
executive office:
0000
Xxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxxx,
XX 00000
GSE
Systems, Inc. and GSE Power Systems, Inc.
State of
incorporation or organization:
Delaware
8
Exhibit
A
Intellectual
Property
|
TRADEMARKS
|
||
|
Trademark
|
Registration
Number
|
Owner
|
|
Registration
|
||
|
D/3
|
2,436,421
|
GSE
Systems, Inc.
|
|
D/3
Manager Stylized
|
2,803,881
|
GSE
Systems, Inc.
|
|
ESMART
|
2,784,856
|
GSE
Systems, Inc.
|
|
Facets
GSE Systems
|
2,4
72,790
|
GSE
Systems, Inc.
|
|
Services
& Support & Design
|
||
|
GAARDS
|
2,789,627
|
GSE
Systems, Inc.
|
|
GSE
Systems
|
2,220,635
|
GSE
Systems, Inc.
|
|
GSE
Systems
|
2,124,458
|
GSE
Systems, Inc.
|
|
GSE
Systems & Designs
|
2,145,529
|
GSE
Systems, Inc.
|
|
SABL
|
2,438,096
|
GSE
Systems, Inc.
|
|
Simsuite
Pro
|
2,777,658
|
GSE
Systems, Inc.
|
|
Smarttutor
|
2,776,533
|
GSE
Systems, Inc.
|
|
Strata
|
2,472,791
|
GSE
Systems, Inc.
|
|
Totalvision
|
2,430,921
|
GSE
Systems, Inc.
|
|
Remits-Real-Time
|
3,182,498
|
GSE
Systems, Inc.
|
|
Emergency
management
|
||
|
Interactive
Training System
|
||
|
Opensim
|
2,723,506
|
GSE
Power Systems, Inc.
|
|
Retact
|
1,671,660
|
GSE
Power Systems, Inc.
|
|
Thor
|
2,709,265
|
GSE
Power Systems, Inc.
|
|
Openexec
|
3,195,315
|
GSE
Power Systems, Inc.
|
|
Simexec
|
3,216,973
|
GSE
Power Systems, Inc.
|
|
PATENTS
|
|||
|
Patent
Title
|
Patent
Number
|
Owner
Name
|
Inventor
Name
|
|
Real
Time Analysis
|
5,225,147
|
General
Physics International
|
Xxx,
Xxxx X.; Xxx, Xxxxx
|
|
Of
Light Water Core
|
Engineering
& Simulation, Inc.
|
||
|
Neutronics
|
|||
|
Real-Time
Analysis
|
5,619,433
|
General
Physics International
|
Wang,
Guan-Hwa;
|
|
Of
Power Plant
|
Engineering
& Simulation, Inc
|
Zen-Xxx;
Xxxx,
|
|
|
Thennohydraulic
Phenomena
|
Horngshyang
|
||
|
Computer
Implemented
|
5,726,914
|
GSE
Systems, Inc.
|
Xxxxxxxx,
Xxxxxx;
|
|
Process
And Computer
|
Xxxxxx,
Xxxxxx X.;
|
||
|
Architecture
For
|
Xxxxxxx;
Xxxxx X.;
|
||
|
Perfonnance
Analysis
|
Xxxx,
Xxxxx X.;
|
||
|
Xxxxx,
Xxxxxx X.
|
|||
|
System
And A Method
|
4,568,288
|
The
Singer Company
|
Xxxxxxxx,
Xxxxxxx X.
|
|
To
Visually Simulate
|
|||
|
Subsystems
In A Fossil
|
|||
|
Fuel
Power Plant Simulator
|
|||
|
Digital
Display Data
|
4,120,028
|
The
Singer Company
|
Xxxxxxxx,
Xxxxxx X.; Xxxxxxx,
|
|
Processor
|
Xxxx
X.
|
