exh_1062.htm


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]


 




 


 





2











 






IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.


 



	 	
BORROWER:


	 	 	 
	 	 	 
	 	
GSE ENVIRONMENTAL, INC.


	 	 	 
	 	By:	/s/ Mark A Whitney
	 	Name:	Mark A. Whitney
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	
CREDIT PARTIES:


	 	 	 
	 	 	 
	 	
GSE HOLDING, INC.


	 	 	 
	 	By:	/s/ Mark A Whitney
	 	Name:	Mark A. Whitney
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	
GSE ENVIRONMENTAL, LLC


	 	 	 
	 	By:	/s/ Mark A Whitney
	 	Name:	Mark A. Whitney
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	
SYNTEC LLC


	 	 	 
	 	
By: GSE Environmental, LLC, its sole member


	 	 	 
	 	By:	/s/ Mark A Whitney
	 	Name:	Mark A. Whitney
	 	Title:	Vice President





 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the each of the undersigned has executed this Amendment as of the date set forth above.


 



	 	
AGENT AND LENDERS:


	 	 	 
	 	
GENERAL ELECTRIC CAPITAL


CORPORATION, as Agent and as a Lender


	 	 	 
	 	By:	
/s/ Brad Kimme 


	 	Name:	
Brad Kimme 


	 	Title:	
Duly Authorized Signatory 







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	


GE Capital Bank, as a Lender




	 	 	 
	 	By:	
/s/ Woodrow Broaders, Jr.


	 	Name:	
Woodrow Broaders, Jr.


	 	Title:	
Duly Authorized Signatory 







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	




MUBADALA GE CAPITAL, LTD, as a lender






	 	

By: GENERAL ELECTRIC CAPITAL CORPORATION, as a Servicer


	 	 	 
	 	By:	
/s/ Brad Kimme


	 	Name:	
Brad Kimme


	 	Title:	
Duly Authorized Signatory 







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	






Haryleysville Life Insurance Company, as a Lender








	 	 	 
	 	By:	
/s/ Ronald R. Serpico


	 	Name:	
Ronald R. Serpico


	 	Title:	
Authorized Signatory 







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	








Nationwide Mutual Insurance Company, as a Lender










	 	 	 
	 	By:	
/s/ Ronald R. Serpico


	 	Name:	
Ronald R. Serpico


	 	Title:	
Authorized Signatory 







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	










ING CAPITAL LLC, as a Lender












	 	 	 
	 	By:	
/s/ Andrew C. Sepe


	 	Name:	
Andrew C. Sepe


	 	Title:	
Director







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	












Black Diamond CLO 2006-1 (Cayman) LTD., as a Lender














	 	 
	 	

By: Black Diamond CLO 2006-1 Adviser, L.L.C., as its Collateral Manager


	 	 	 
	 	By:	
/s/ Stephen H. Deckoff


	 	Name:	
Stephen H. Deckoff


	 	Title:	
Managing Principal







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	














Black Diamond CLO 2005-1 LTD., as a Lender
















	 	 
	 	



By: Black Diamond CLO 2005-1 Adviser, L.L.C., as its Collateral Manager




	 	 	 
	 	By:	
/s/ Stephen H. Deckoff


	 	Name:	
Stephen H. Deckoff


	 	Title:	
Managing Principal







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	
















Black Diamond CLO 2005-2 LTD., as a Lender


















	 	 
	 	





By: Black Diamond CLO 2005-2 Adviser, L.L.C., as its Collateral Manager






	 	 	 
	 	By:	
/s/ Stephen H. Deckoff


	 	Name:	
Stephen H. Deckoff


	 	Title:	
Managing Principal







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	


















GSC GROUP CDO Fund VIII, as a Lender




















	 	 
	 	







By: GSC Acquisition Holdings, L.L.C., as its


Collateral Manager








	 	
By: GSC MANAGER, LLC, in its capacity as


Manager


	 	

By: BLACK DIAMOND CAPITAL


MANAGEMENT, L.L.C., in its capacity as


Member


	 	 	 
	 	By:	
/s/ Stephen H. Deckoff


	 	Name:	
Stephen H. Deckoff


	 	Title:	
Managing Principal







 


 


 


 




 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	




















GSC Partners CDO Fund VII, as a Lender






















	 	 
	 	









By: GSC Acquisition Holdings, L.L.C., as its


Collateral Manager










	 	


By: GSC MANAGER, LLC, in its capacity as


Manager




	 	



By: BLACK DIAMOND CAPITAL


MANAGEMENT, L.L.C., in its capacity as


Member




	 	 	 
	 	By:	
/s/ Stephen H. Deckoff


	 	Name:	
Stephen H. Deckoff


	 	Title:	
Managing Principal







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	












Cetus Capital II, LLC, as a Lender














	 	 	 
	 	By:	
/s/ Richard Maybaum


	 	Name:	
Richard Maybaum


	 	Title:	
Managing Director







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	














SG Distressed Fund, LP, as a Lender
















	 	 	 
	 	By:	
/s/ Richard Maybaum


	 	Name:	
Richard Maybaum


	 	Title:	
Managing Director







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	
















Littlejohn Opportunities Master Fund LP, as a Lender


















	 	 	 
	 	By:	
/s/ Richard Maybaum


	 	Name:	
Richard Maybaum


	 	Title:	
Managing Director







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	


















SUNS SEV LLC, as a Lender




















	 	 	 
	 	By:	
/s/ Bruce Spohler


	 	Name:	
Bruce Spohler


	 	Title:	
Chief Operating Officer







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	




















Jefferies Leveraged Credit Products,, LLC, as a Lender






















	 	 	 
	 	By:	
/s/ Paul J. Loomis


	 	Name:	
Paul J. Loomis


	 	Title:	
Managing Director







 


 


 


 


 




Eighth Amendment to First Lien Credit Agreement


 





 











 






IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date set forth above.


 



	 	






















Wells Fargo, as a Lender
























	 	 	 
	 	By:	
/s/ Jeff Nikera


	 	Name:	
Jeff Nikera


	 	Title:	
Executive Vice President







 


 


 


 


 


 


 


Eighth Amendment to First Lien Credit Agreement