exh10-4.htm


    Exhibit
10.4

                                                    


     

    RATIFICATION
OF GUARANTY

     

    (Domestic Revolving Line
of Credit)

     

     

               
THIS RATIFICATION OF GUARANTY (this “Ratification”),
dated as of May 5, 2009, is made by each of the undersigned guarantors (each, a
“Guarantor”
and, collectively, the “Guarantors”)
in favor of BANK OF AMERICA, N.A., its successors and assigns (“Bank”).

     

    RECITALS

     

     

               
A.        Each Guarantor executed a separate
Continuing and Unconditional Guaranty (Domestic Revolving Line of Credit) dated
as of March 28, 2008, (each, a “Guaranty”)
in favor of Bank in connection with that certain Loan Agreement (Domestic
Revolving Line of Credit) dated as of March 28, 2008, (the “Loan
Agreement”) by and among GSE Systems, Inc., a Delaware corporation, GSE
Power Systems, Inc., a Delaware corporation.
(collectively, “Borrower”),
and Bank.

     

               
B.         Borrower has requested that
Bank amend the Loan Agreement to modify the revolving line of credit established
by the Loan Agreement and increase the amount of credit available to the
Borrower under the revolving line of credit from $1,500,000 to $2,500,000. 
Bank has agreed to so amend the Loan Agreement, subject to, among other things,
Guarantors providing to Bank the representations, assurances and other
agreements hereinafter set forth.

     

               
C.         In connection with the
foregoing, Bank and Borrower shall execute a First Amendment to Loan Agreement
of even date herewith (the “First
Amendment”) to evidence the modification of the revolving line of
credit.

     

     

    AGREEMENT

     

               
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
because the Guarantors will benefit from some of the changes to the Loan
Agreement, each Guarantor does hereby agree as follows:

     

               
1.         The Recitals hereinabove
contained are true and correct and are made a part hereof.

     

        2.        
Guarantor acknowledges receipt of the First
Amendment and agrees, ratifies and confirms that such Guarantor’s
Guaranty remains in full force and effect with respect to the Loan Agreement, as
amended by the First Amendment.

     

        3.        
Guarantor represents and warrants unto Bank that (i) such Guarantor’s Guaranty
and all other documents executed by Guarantor in connection therewith are valid
and binding obligations of Guarantor, enforceable in accordance with their
terms; (ii) all of the terms, covenants, conditions, representations, warranties
and agreements contained in such Guarantor’s Guaranty are hereby ratified and
confirmed in all respects; and (iii) no oral representations, statements, or
inducements have been made by Bank with respect to the First Amendment, this
Ratification or such Guarantor’s  Guaranty.

     

        4.        
Guarantor does not now have, nor had at any prior time, any defenses (including,
without limitation, the defense of usury), claims, counterclaims, cross-actions
or equities or rights of rescission, setoff, abatement or diminution, with
respect to the Loan Agreement, such Guarantor’s Guaranty or any other document
executed in connection therewith, or the enforcement of Bank's rights
thereunder, and Guarantor further waives and releases any and all such defenses,
claims, counterclaims, cross-actions and equities, and rights of rescission,
set-off, abatement and diminution with respect thereto.

     

     

    
      
         

      

      
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IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this
Ratification to be made as of the date first written above.

     

     

    
      	
               

               

            	
               

               

            	
              “GUARANTOR”

               

            
	
               

               

            	
               

               

            	
              MSHI,
      INC.

               

               

               

              By:      
                 
                                                     
      

               

                         
      Jeffery Hough

               

                         
      Chief Financial Officer

               

               

            
	
               

               

            	
               

               

            	
              GSE PROCESS
      SOLUTIONS, INC.

               

               

               

               

              By:      
                 
                                                     
      

               

                         
      Jeffery Hough

               

                         
      Chief Financial Officer 

               

               

            


    

     

     

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