REGISTRATION AGREEMENTRegistration 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.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY AGREEMENTIntellectual Property and Confidentiality Agreement • July 11th, 2011 • GSE Holding, Inc. • 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 Joellyn Champagne (“Employee”) shall be effective as of the 17th day of January, 2011.
GEO HOLDINGS CORP. c/o Gundle/SLT Environmental, Inc. 19103 Gundle Road Houston, TX 77073 September 9, 2010Letter Agreement • July 11th, 2011 • GSE Holding, Inc. • 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 AGREEMENTRetention 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 EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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 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
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).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany 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.
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany 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 General Electric Capital Corporation, 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 First-Lien Credit Agreement referred to below.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 11th, 2011 • GSE Holding, Inc. • Illinois
THIS STOCKHOLDERS 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 as Exhibit A (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.” Otherwise undefined capitalized terms used herein are defined in Section 8 hereof.
SECOND 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 JEFFERIES FINANCE LLC, as AgentGuaranty and Security Agreement • July 11th, 2011 • GSE Holding, Inc. • New York
SECOND 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 Jefferies Finance LLC (“Jefferies Finance”), 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 11th, 2011 • GSE Holding, Inc. • Texas
THIS AGREEMENT (the “Agreement”) is made and entered into this 18th day of May, 2004 (the “Effective Date”), by and between GSE LINING TECHNOLOGY, INC., a Delaware corporation, having its corporate headquarters located at 19103 Gundle Road, Houston, Texas 77073 (hereinafter referred to as the “Company”), and ERNEST C. ENGLISH (hereinafter referred to as the “Employee”).
MANAGEMENT AGREEMENTManagement Agreement • July 11th, 2011 • GSE Holding, Inc. • Illinois
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 18, 2004 is made by and among CHS Management IV LP, a Delaware limited partnership (“CHS”), GEO Holdings Corp., a Delaware corporation (“Parent”), and Gundle/SLT Environmental, Inc., a Delaware corporation (the “Company”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 11th, 2011 • GSE Holding, Inc.
This Separation and Release Agreement (the “Agreement”) is made and entered into by and between, Ronald B. Crowell (“Crowell”) and GSE Lining Technology, LLC (the “Company”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 11th, 2011 • GSE Holding, Inc. • New York
This INTERCREDITOR AGREEMENT, dated as of May 27, 2011, is entered into by and among GUNDLE SLT/ENVIRONMENTAL, INC., a Delaware corporation (the “Borrower”), each other Grantor (as hereinafter defined) from time to time party hereto, GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), in its capacity as administrative agent under the First-Lien Loan Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Agent”), and JEFFERIES FINANCE LLC (“Jefferies Finance”), in its capacity as administrative agent under the Second-Lien Loan Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
