EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
Exhibit 10.62
EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
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.
W I T N E S S E T H:
WHEREAS, Borrower, the other Credit Parties, GE, as Agent and as a Lender, and the other Lenders from time to time party thereto are parties to that certain First Lien Credit Agreement dated as of May 27, 2011 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, Borrower has requested that Agent and Lenders amend certain provisions of the Credit Agreement; and
WHEREAS, Agent and the Lenders signatory hereto constituting the Required Lenders are willing to amend the Credit Agreement in certain respects on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement.
2. Amendment to Credit Agreement. Upon satisfaction (or waiver by the Lenders) of the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows:
(a) Subsection 4.2(i) of the Credit Agreement is hereby further amended by deleting clause (5) thereof in its entirety and substituting the following therefor:
“(5) on or prior to January 17, 2014;
(i) [reserved];
(ii) identification and detail on of the amount available to the Credit Parties for North American operations to obtain cash from foreign sources over the liquidity projection time period; and
(6) on or prior to January 31, 2014, the Credit Parties’ revised and updated long-term business plans, including financial projections, prepared in connection with the process to obtain the Junior Capital or the sale process described in Section 4.19 or otherwise presented to the Borrower’s board of directors.”
3. Conditions. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent or concurrent:
(a) the execution and delivery to Agent of this Amendment by each Credit Party, Agent and Required Lenders;
(b) the receipt by Agent of a duly executed and effective amendment to the First Lien Revolving Credit Agreement conforming in form and substance hereto; and
(c) no Default or Event of Default shall have occurred and be continuing or arise as a direct result of the effectiveness of this Amendment.
4. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended and waived hereby.
5. Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.
6. Governing Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest) (without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law)).
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.
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BORROWER:
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GSE ENVIRONMENTAL, INC.
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| By: | /s/ Xxxx X Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Vice President | |
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CREDIT PARTIES:
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| By: | /s/ Xxxx X Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Vice President | |
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GSE ENVIRONMENTAL, LLC
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| By: | /s/ Xxxx X Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Vice President | |
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SYNTEC LLC
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By: GSE Environmental, LLC, its sole member
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| By: | /s/ Xxxx X Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Vice President | |
IN WITNESS WHEREOF, the each of the undersigned has executed this Amendment as of the date set forth above.
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AGENT AND LENDERS:
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GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent and as a Lender
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| By: |
/s/ Xxxx Xxxxx
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| Name: |
Xxxx Xxxxx
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| Title: |
Duly Authorized Signatory
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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GE Capital Bank, as a Lender
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| By: |
/s/ Xxxxxxx Xxxxxxxx, Xx.
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| Name: |
Xxxxxxx Xxxxxxxx, Xx.
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| Title: |
Duly Authorized Signatory
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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MUBADALA GE CAPITAL, LTD, as a lender
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By: GENERAL ELECTRIC CAPITAL CORPORATION, as a Servicer
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| By: |
/s/ Xxxx Xxxxx
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| Name: |
Xxxx Xxxxx
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| Title: |
Duly Authorized Signatory
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Haryleysville Life Insurance Company, as a Lender
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| By: |
/s/ Xxxxxx X. Xxxxxxx
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| Name: |
Xxxxxx X. Xxxxxxx
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| Title: |
Authorized Signatory
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Nationwide Mutual Insurance Company, as a Lender
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| By: |
/s/ Xxxxxx X. Xxxxxxx
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| Name: |
Xxxxxx X. Xxxxxxx
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| Title: |
Authorized Signatory
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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ING CAPITAL LLC, as a Lender
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| By: |
/s/ Xxxxxx X. Xxxx
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| Name: |
Xxxxxx X. Xxxx
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| Title: |
Director
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Black Diamond CLO 0000-0 (Xxxxxx) LTD., as a Lender
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By: Black Diamond CLO 2006-1 Adviser, L.L.C., as its Collateral Manager
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| By: |
/s/ Xxxxxxx X. Xxxxxxx
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| Name: |
Xxxxxxx X. Xxxxxxx
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| Title: |
Managing Principal
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Black Diamond CLO 2005-1 LTD., as a Lender
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By: Black Diamond CLO 2005-1 Adviser, L.L.C., as its Collateral Manager
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| By: |
/s/ Xxxxxxx X. Xxxxxxx
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| Name: |
Xxxxxxx X. Xxxxxxx
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| Title: |
Managing Principal
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Black Diamond CLO 2005-2 LTD., as a Lender
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By: Black Diamond CLO 2005-2 Adviser, L.L.C., as its Collateral Manager
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| By: |
/s/ Xxxxxxx X. Xxxxxxx
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| Name: |
Xxxxxxx X. Xxxxxxx
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| Title: |
Managing Principal
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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GSC GROUP CDO Fund VIII, as a Lender
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By: GSC Acquisition Holdings, L.L.C., as its
Collateral Manager
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By: GSC MANAGER, LLC, in its capacity as
Manager
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By: BLACK DIAMOND CAPITAL
MANAGEMENT, L.L.C., in its capacity as
Member
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| By: |
/s/ Xxxxxxx X. Xxxxxxx
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| Name: |
Xxxxxxx X. Xxxxxxx
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| Title: |
Managing Principal
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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GSC Partners CDO Fund VII, as a Lender
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By: GSC Acquisition Holdings, L.L.C., as its
Collateral Manager
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By: GSC MANAGER, LLC, in its capacity as
Manager
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By: BLACK DIAMOND CAPITAL
MANAGEMENT, L.L.C., in its capacity as
Member
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| By: |
/s/ Xxxxxxx X. Xxxxxxx
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| Name: |
Xxxxxxx X. Xxxxxxx
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| Title: |
Managing Principal
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Cetus Capital II, LLC, as a Lender
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| By: |
/s/ Xxxxxxx Xxxxxxx
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| Name: |
Xxxxxxx Xxxxxxx
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| Title: |
Managing Director
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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SG Distressed Fund, LP, as a Lender
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| By: |
/s/ Xxxxxxx Xxxxxxx
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| Name: |
Xxxxxxx Xxxxxxx
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| Title: |
Managing Director
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Xxxxxxxxxx Opportunities Master Fund LP, as a Lender
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| By: |
/s/ Xxxxxxx Xxxxxxx
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| Name: |
Xxxxxxx Xxxxxxx
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| Title: |
Managing Director
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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SUNS SEV LLC, as a Lender
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| By: |
/s/ Xxxxx Xxxxxxx
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| Name: |
Xxxxx Xxxxxxx
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| Title: |
Chief Operating Officer
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Jefferies Leveraged Credit Products,, LLC, as a Lender
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| By: |
/s/ Xxxx X. Xxxxxx
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| Name: |
Xxxx X. Xxxxxx
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| Title: |
Managing Director
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Eighth Amendment to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.
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Xxxxx Fargo, as a Lender
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| By: |
/s/ Xxxx Xxxxxx
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| Name: |
Xxxx Xxxxxx
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| Title: |
Executive Vice President
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Eighth Amendment to First Lien Credit Agreement
