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 ev
