Unassociated Document


     

    SECOND
      SUPPLEMENTAL INDENTURE

     

    SECOND
      SUPPLEMENTAL INDENTURE, dated as of July 19, 2007 (this "Supplemental
      Indenture"), by and among Gundle/SLT Environmental, Inc., a Delaware corporation
      (the "Company"), having its principal offices at 19103 Gundle Road, Houston,
      Texas 77073, GSE Lining Technology, Inc., a Delaware corporation ("GSE
      Lining"),
      having its principal offices at 19103 Gundle Road, Houston, Texas 77073, GSE
      International, Inc., a Delaware corporation ("GSE
      International"
      and,
      together with GSE Lining, the "Delaware
      Guarantors"),
      having its principal offices at 19103 Gundle Road, Houston, Texas 77073, GSE
      Clay Lining Technology Co., a South Dakota general partnership ("GSE
      Clay Lining"
      and,
      together with the Delaware Guarantors, the "Guarantors"),
      having its principal offices at 3150 1st Avenue, Spearfish, South Dakota, and
      U.S. Bank National Association, a national banking association organized under
      the laws of the United States of America, as trustee (the "Trustee"), having
      its
      principal Corporate Trust Office at U.S. Bank National Association, 60
      Livingston Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292.

     

    RECITALS:

     

    WHEREAS,
      the Company executed and delivered its Indenture, dated as of May 18, 2004,
      as
      supplemented by the First Supplemental Indenture, dated as of May 18, 2004
      (as
      so supplemented, the "Original Indenture"), to the Trustee, pursuant to which
      the Company has $150 million aggregate principal amount of 11% Series B Senior
      Notes due 2012 (the "Notes") outstanding. Capitalized terms used herein without
      definition shall have the meanings assigned to them in the Original
      Indenture;

     

    WHEREAS,
      Section 9.2 of the Original Indenture provides that the Company and the Trustee
      may, with certain exceptions, amend the Indenture and the Notes with the consent
      of the Holders of not less than a majority in principal amount of the
      outstanding Notes affected by such supplemental indenture;

     

    WHEREAS,
      the Company has distributed a Consent Solicitation Statement, dated as of July
      9, 2007 (the "Solicitation Statement"), and accompanying Consent, dated as
      of
      July 9, 2007, to the Holders of the Notes in connection with a certain proposed
      amendment to the Indenture as described in the Solicitation Statement (the
      "Proposed Amendment");

     

    WHEREAS,
      the Holders of more than a majority of the principal amount of the Notes
      outstanding have duly consented to the Proposed Amendment;

     

    WHEREAS,
      the Board of Directors of the Company has determined that it is in the best
      interests of the Company to authorize and approve the Proposed Amendment;
      and

     

    WHEREAS,
      an Officers' Certificate and Opinion of Counsel have been delivered to the
      Trustee in accordance with Sections 9.6, 11.4 and 11.5 of the Original
      Indenture.

     

    WHEREAS,
      the execution and delivery of this Second Supplemental Indenture have been
      duly
      authorized by all necessary corporate action on the part of the Company and
      the
      Delaware Guarantors and all necessary general partnership action on the part
      of
      GSE Clay Lining and all conditions and requirements necessary to make this
      instrument a valid and binding agreement have been duly performed and complied
      with.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      Company and the Trustee mutually covenant and agree, for the equal and ratable
      benefit of the Holders of the Notes, as follows:

     

    ARTICLE
      I
— AMENDMENT

     

    SECTION
      1.01. AMENDMENT TO THE REPORTING REQUIREMENTS IN THE ORIGINAL
      INDENTURE.

     

    Section
      4.3 is amended to read as follows:

     

    Whether
      or not the Company is subject to the reporting requirements of Section 13 or
      15(d) of the Exchange Act, so long as any Notes are outstanding, the Company
      will furnish to the Trustee and to each Holder of Notes, within 10 days after
      the expiration of the time periods specified in the Commission’s rules and
      regulations applicable to non-accelerated filers (if the Company were subject
      to
      such rules and regulations):

     

    (i)
      a
      consolidated balance sheet of the Company as of the end of each fiscal year,
      including footnotes, and the related consolidated statements of income and
      retained earnings and of cash flows for such fiscal year, including footnotes,
      setting forth in comparative form consolidated figures for the preceding fiscal
      year, together with a report thereon by the Company’s certified independent
      public accountants, and a management’s discussion and analysis of financial
      condition and results of operations for
      such
      periods;

     

    (ii)
      with
      respect to each of the first three fiscal quarters in each fiscal year of the
      Company, a consolidated balance sheet of the Company, including footnotes,
      as of
      the end of such fiscal quarter, and the related consolidated statements of
      income and of cash flows for such fiscal quarter and the then elapsed portion
      of
      such fiscal year, including footnotes, setting forth in comparative form
      consolidated figures for the corresponding periods of the preceding fiscal
      year,
      and a management’s discussion and analysis of financial condition and results of
      operations for
      such
      periods;
      and

     

    (iii)
      all
      current reports that would be required to be filed with the Commission on Form
      8-K pursuant to items 1.01, 1.02, 1.03, 2.01, 2.03, 2.04, 2.05, 2.06, 3.03,
      4.01, 4.02, 5.01 and 5.02, but excluding executive compensation information
      currently required by item 5.02(f), if the Company were required to file such
      reports.

     

    The
      Company will (a) distribute such information and such reports (as well as the
      details regarding the conference call described below) electronically to the
      Trustee and (b) make them available to any Holder of Notes, any beneficial
      owner
      of Notes or any prospective investor, securities analyst or market maker in
      the
      Notes by posting such information and reports on IntraLinks or a comparable
      password protected electronic transmission system, which will require a
      confidentiality acknowledgement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      addition, within 105 days from the end of each fiscal year and within 60 days
      from the end of each of the first three quarters of each fiscal year, the
      Company will hold a conference call to discuss results of operations and allow
      participants to ask questions at the end of such call, including any securities
      analyst or market maker in the Notes. The Company will make the details
      regarding the conference call available to any Holder of Notes, any beneficial
      owner of Notes or any prospective investor, securities analyst or market maker
      in the Notes on Intralinks or a comparable password protected electronic
      transmission system, which will require a confidentiality acknowledgement.
      Securities analysts or market makers will not be deemed to have violated any
      confidentiality obligation to the Company as a result of the publication of
      research or other reports in each case in the ordinary course of their business
      or as a result of providing information to investors or prospective investors
      in
      the ordinary course of their business.

     

    ARTICLE
      II — MISCELLANEOUS

     

    SECTION
      2.01. EFFECT OF SUPPLEMENTAL INDENTURE. From and after the effective date of
      this Second Supplemental Indenture, the Original Indenture and the Notes shall
      be supplemented in accordance herewith, and this Second Supplemental Indenture
      shall form a part of the Original Indenture and the Notes for all purposes,
      and
      every Holder of Notes heretofore or hereafter authenticated and delivered under
      the Original Indenture shall be bound thereby.

     

    SECTION
      2.02. INDENTURE REMAINS IN FULL FORCE AND EFFECT. Except as supplemented by
      this
      Second Supplemental Indenture, all provisions in the Original Indenture and
      the
      Notes shall remain in full force and effect.

     

    SECTION
      2.03. REFERENCES TO SUPPLEMENTAL INDENTURE. Any and all notices, requests,
      certificates and other instruments executed and delivered after the execution
      and delivery of this Second Supplemental Indenture may refer to the Original
      Indenture without making specific reference to this Second Supplemental
      Indenture, but nevertheless all such references shall include this Second
      Supplemental Indenture unless the context requires otherwise.

     

    SECTION
      2.04. CONFLICT WITH TRUST INDENTURE ACT. The Company will comply with the
      provisions of the TIA. If any provision of this Second Supplemental Indenture
      limits, qualifies or conflicts with any provision of the TIA that is required
      under the TIA to be part of and govern any provision of this Second Supplemental
      Indenture, the provision of the TIA shall control. If any provision of this
      Second Supplemental Indenture modifies or excludes any provision of the TIA
      that
      may be so modified or excluded, the provision of the TIA shall be deemed to
      apply to the Indenture as so modified or to be excluded by this Second
      Supplemental Indenture, as the case may be.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.05. SEVERABILITY. If any court of competent jurisdiction shall determine
      that
      any provision in this Second Supplemental Indenture shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    SECTION
      2.06. HEADINGS. The Article and Section headings of this Second Supplemental
      Indenture have been inserted for convenience of reference only, are not to
      be
      considered a part of this Second Supplemental Indenture and shall in no way
      modify or restrict any of the terms or provisions hereof.

     

    SECTION
      2.07. BENEFITS OF SECOND SUPPLEMENT INDENTURE. Nothing in this Second
      Supplemental Indenture or the Notes, express or implied, shall give to any
      Person, other than the parties hereto and thereto and their successors hereunder
      and thereunder and the Holders of the Notes any benefit of any legal or
      equitable right, remedy or claim under the Original Indenture, this Second
      Supplemental Indenture or the Notes.

     

    SECTION
      2.08. SUCCESSORS AND ASSIGNS. All agreements by the Company in this Second
      Supplemental Indenture shall bind its successors and assigns, whether or not
      so
      expressed. All agreements by the Trustee in this Second Supplemental Indenture
      shall bind its successors, whether or not so expressed.

     

    SECTION
      2.09. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals contained herein shall
      be taken as the statements of the Company and the Trustee assumes no
      responsibility for their correctness.

     

    SECTION
      2.10. CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE. In entering into
      this
      Second Supplemental Indenture, the Trustee shall be entitled to the benefit
      of
      every provision of the Original Indenture and the Notes relating to the conduct
      or affecting the liability or affording protection to the Trustee, whether
      or
      not elsewhere herein so provided.

     

    SECTION
      2.11. GOVERNING LAW. This Second Supplemental Indenture shall be governed by,
      and construed in accordance with, the laws of the State of New York. This Second
      Supplemental Indenture is subject to the provisions of the TIA that are required
      to be part of this Second Supplemental Indenture and shall, to the extent
      applicable, be governed by such provisions.

     

    SECTION
      2.12. COUNTERPART ORIGINALS. This Second Supplemental Indenture may be executed
      in any number of counterparts, and each of such counterparts shall for all
      purposes be deemed to be an original, but all of such counterparts shall
      together constitute one and the same instrument.

     

    SECTION
      2.13. EFFECTIVENESS. This Second Supplemental Indenture shall become effective
      upon the acceptance for payment by the Company of any Notes tendered pursuant
      to
      the Consent Solicitation.

     

    SECTION
      2.14. CONFIRMATION. Each of the Company and the Trustee hereby confirms and
      reaffirms the Original Indenture in every particular except as amended and
      supplemented by this Second Supplemental Indenture.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
      Indenture to be duly executed as of the date first above written.

    
      	 	 	 
	 	GUNDLE/SLT ENVIRONMENTAL, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ Ernest C. English, Jr.
	 	
              
                

              

              Name:  Ernest
                C. English, Jr. 

              
                Title:
                  Vice President, Chief Financial 

                Officer/Treasurer/Assistant
                  Secretary

              

            


    

    
      	 	 	 
	 	GSE LINING TECHNOLOGY, INC. 
	 
 	 
 	 
 
	
            	By:  	/s/ Ernest C. English, Jr.
	 	
              
                

              

              Name: Ernest C. English, Jr.

              Title:  Vice
                President/Chief Financial  Officer/Treasurer

            


      	 	 	 
	 	GSE INTERNATIONAL, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ Ernest C. English, Jr.
	 	
              
                

              

              Name: Ernest C. English, Jr. 

              
                Title:
                   Vice
                  President/Treasurer/Assistant  Secretary

              

            


    

    
      	 	 	 
	 	GSE CLAY LINING TECHNOLOGY CO. 
	 
 	 
 	 
 
	
            	By:  	/s/ Ernest C. English, Jr.
	 	
              
                

              

              Name: Ernest C. English, Jr. 

              Title:  Authorized
                Signatory

            


      	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as
              Trustee
	 
 	 
 	 
 
	
            	By:  	/s/ Richard Prokosch
	 	
              

              Name:
                Richard Prokosch    

              Title:  
                Vice President