GSE Holding, Inc. Sample Contracts

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (July 29th, 2014)

GSE Environmental, Inc., together with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC as debtors and debtors in possession (each, a “Debtor” and, collectively, the “Debtors”) propose this modified joint plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I.A hereof. Holders of Claims and Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (July 29th, 2014)

This disclosure statement (the “Disclosure Statement”) provides information regarding the Debtors’ Modified Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as may be amended, supplemented, or modified from time to time, the “Plan”) that GSE Environmental, Inc., collectively with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC, as debtors and debtors in possession (each, a “Debtor,” collectively, the “Debtors,” and collectively with their non-Debtor direct and indirect subsidiaries, the “Company”) are seeking to have confirmed by the Bankruptcy Court. A copy of the Plan is attached as Exhibit A hereto. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (June 17th, 2014)

GSE Environmental, Inc., together with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC as debtors and debtors in possession (each, a “Debtor” and, collectively, the “Debtors”) propose this modified joint plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I.A hereof. Holders of Claims and Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (June 17th, 2014)

This disclosure statement (the “Disclosure Statement”) provides information regarding the Debtors’ Modified Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as may be amended, supplemented, or modified from time to time, the “Plan”) that GSE Environmental, Inc., collectively with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC, as debtors and debtors in possession (each, a “Debtor,” collectively, the “Debtors,” and collectively with their non-Debtor direct and indirect subsidiaries, the “Company”) are seeking to have confirmed by the Bankruptcy Court. A copy of the Plan is attached as Exhibit A hereto. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

GSE Holding, Inc. – $45,000,000 DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of May 6, 2014 by and among GSE ENVIRONMENTAL, INC., as the Borrower, GSE HOLDING, INC., GSE ENVIRONMENTAL, LLC, and SYNTEC LLC, as Guarantors, Cantor Fitzgerald Securities as Agent for the Lenders, and THE LENDERS PARTY HERETO (May 8th, 2014)

This DEBTOR-IN-POSSESSION 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 May 6, 2014, by and among GSE Environmental, Inc., a Delaware corporation, as Borrower, GSE Environmental, LLC and SynTec LLC, as Subsidiary Guarantors, and GSE Holding, Inc., as Holdings, Cantor Fitzgerald Securities, as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”).

GSE Holding, Inc. – 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 (May 8th, 2014)

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).

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (May 5th, 2014)

GSE Environmental, Inc., together with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC as debtors and debtors in possession (each, a “Debtor” and, collectively, the “Debtors”) propose this joint plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I.A hereof. Holders of Claims and Interests may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan and certain related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.

GSE Holding, Inc. – RESTRUCTURING SUPPORT AGREEMENT (May 5th, 2014)

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

GSE Holding, Inc. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (May 5th, 2014)

This disclosure statement (the “Disclosure Statement”) provides information regarding the Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (as may be amended, supplemented, or modified from time to time, the “Plan”) that GSE Environmental, Inc., collectively with its Affiliates, GSE Environmental, LLC, GSE Holding, Inc., and SynTec, LLC, as debtors and debtors in possession (each, a “Debtor,” collectively, the “Debtors,” and collectively with their non-Debtor direct and indirect subsidiaries, the “Company”) are seeking to have confirmed by the Bankruptcy Court. A copy of the Plan is attached as Exhibit A hereto. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

GSE Holding, Inc. – GSE ENVIRONMENTAL REACHES CONSENSUAL AGREEMENT WITH LENDERS TO RESTRUCTURE BALANCE SHEET AND STRENGTHEN FINANCIAL POSITION Company to Move Forward with “Pre-Arranged” Chapter 11 Reorganization Normal Business Operations to Continue with Ample Liquidity and No Interruption in Business New Capital Structure Will Support Growth and Continued Industry Leadership (May 5th, 2014)

HOUSTON — (May 5, 2014)— GSE Environmental, Inc., (“GSE” or the “Company”) (OTCQB: GSEH), a leading manufacturer and marketer of geosynthetic lining solutions, announced today an agreement with its lenders to restructure its balance sheet by converting all of its outstanding first lien debt to equity, leaving the Company well-positioned for long‐term growth and profitability. In order to implement the financial restructuring, GSE Environmental and most of its domestic wholly‐owned subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware.

GSE Holding, Inc. – ELEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (April 17th, 2014)

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.

GSE Holding, Inc. – FIFTH AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT (April 17th, 2014)

THIS FIFTH AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of April 17, 2014 (this “Fifth 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.

GSE Holding, Inc. – LIMITED WAIVER AND SECOND AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT (March 31st, 2014)

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.

GSE Holding, Inc. – NINTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (March 31st, 2014)

THIS NINTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of March 5, 2014 (this “Ninth 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.

GSE Holding, Inc. – EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (March 31st, 2014)

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.

GSE Holding, Inc. – GSE HOLDING, INC. KEY EXECUTIVE INCENTIVE PLAN AND KEY EMPLOYEE RETENTION PLAN (March 31st, 2014)

This plan shall be known as the GSE Holding, Inc. Key Executive Incentive Plan and Key Employee Retention Plan (the “Plan”) and shall be effective as of February 12, 2014 (the “Effective Date”), which is the date of the Plan’s adoption by the Board. The purpose of the Plan is to enable GSE Holding, Inc. (the “Company”) to incentivize employees by providing participating employees with an opportunity to receive additional compensation. Capitalized terms and phrases not otherwise defined herein shall have the meanings ascribed thereto in Article II hereof.

GSE Holding, Inc. – AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (March 31st, 2014)

THIS AMENDMENT NO. 3 (this “Amendment”) to the Amended and Restated Stockholders Agreement, dated as of February 15, 2012, as amended by that certain Amendment No. 1 on January 14, 2013 and that certain Amendment No. 2 on July 10, 2013 (the “Stockholders Agreement”), by and among GSE Holding, Inc., a Delaware corporation, Code Hennessy & Simmons IV LP, CHS Associates IV and the other stockholders named therein, is made and entered into as of this 6th day of December, 2013. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.

GSE Holding, Inc. – FIRST AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT (March 31st, 2014)

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.

GSE Holding, Inc. – LIMITED WAIVER AND THIRD AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT (March 14th, 2014)

THIS LIMITED WAIVER AND THIRD AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of March 13, 2014 (this “Third 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.

GSE Holding, Inc. – TENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (March 14th, 2014)

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.

GSE Holding, Inc. – LIMITED WAIVER AND SEVENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (January 10th, 2014)

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.

GSE Holding, Inc. – 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 CAPITAL CORPORATION for itself, as a Lender and Swingline Lender and as Agent for all Lenders, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner (January 10th, 2014)

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.

GSE Holding, Inc. – GSE Receives Notice from NYSE regarding Listing Standards (January 8th, 2014)

HOUSTON — (January 8, 2014) — GSE Holding, Inc. (“GSE” or the “Company”) (NYSE:GSE), a leading global provider of highly engineered geosynthetic containment solutions for environmental protection and confinement applications, today announced that it has been notified by NYSE Regulation, Inc. that it has fallen below compliance with the New York Stock Exchange, Inc.’s (“NYSE”) continued listing standards. The Company is considered below criteria established by the NYSE’s continued listing standards because its average global equity market capitalization fell below $50 million on a trailing 30 trading-day period, and because its stockholders’ equity was below $50 million in its most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013 for the period ending September 30, 2013.

GSE Holding, Inc. – FIRST LIEN REVOLVING CREDIT AGREEMENT Dated as of August 8, 2013 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 CAPITAL CORPORATION for itself, as a Lender and Swingline Lender and as Agent for all Lenders, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO as Lenders, and GE CAPITAL MARKETS, INC., as Lead Arranger and Bookrunner (November 14th, 2013)

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 August 8, 2013, 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.

GSE Holding, Inc. – FORM OF RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE PLAN (November 14th, 2013)

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

GSE Holding, Inc. – GSE HOLDING, INC. TRANSITION & CONSULTING AGREEMENT (November 5th, 2013)

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”).

GSE Holding, Inc. – AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (August 9th, 2013)

THIS AMENDMENT NO. 2 (this “Amendment”) to the Amended and Restated Stockholders Agreement, dated as of February 15, 2012, as amended by that certain Amendment No. 1 on January 14, 2013 (the “Stockholders Agreement”), by and among GSE Holding, Inc., a Delaware corporation, Code Hennessy & Simmons IV LP, CHS Associates IV and the other stockholders named therein, is made and entered into as of this 10th day of July, 2013. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.

GSE Holding, Inc. – WAIVER AND SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (August 2nd, 2013)

THIS WAIVER AND SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of July 30, 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.

GSE Holding, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE AMENDED AND RESTATED GEO HOLDINGS CORP. 2004 STOCK OPTION PLAN (May 15th, 2013)

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

GSE Holding, Inc. – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Joinder (March 28th, 2013)

The undersigned is executing and delivering this Joinder pursuant to the Amended and Restated Stockholders Agreement, dated as of February 15, 2012 (as the same may hereafter be amended, the “Stockholders Agreement”), by and among GSE Holding, Inc., a Delaware corporation (the “Company”), Code Hennessy & Simmons IV LP, CHS Associates IV, L.P. and the other stockholders named therein. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.

GSE Holding, Inc. – WAIVER AND FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (March 28th, 2013)

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.

GSE Holding, Inc. – RESTRICTED STOCK AGREEMENT PURSUANT TO THE GSE HOLDING, INC. 2011 OMNIBUS INCENTIVE COMPENSATION PLAN (January 7th, 2013)

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

GSE Holding, Inc. – FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (November 1st, 2012)

THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of September 19, 2012 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.

GSE Holding, Inc. – GSE HOLDING, INC. CONSULTING AND TRANSITION AGREEMENT (October 1st, 2012)

This Consulting and Transition Agreement (the “Agreement”), dated as of September 27, 2012 (the “Effective Date”), is by and between William F. Lacey (“Executive”) and GSE Holding, Inc., a Delaware corporation (the “Company”).

GSE Holding, Inc. – THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (April 19th, 2012)

THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of April 18, 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, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE”), as Agent and as a Lender, and the other LENDERS signatory hereto.