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Exhibit 10.5
RATIFICATION OF
GUARANTY
(Ex-Im Bank-Guaranteed Transaction
Specific 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
(Ex-Im Bank-Guaranteed Transaction Specific Revolving Line of
Credit) dated as of March 28, 2008, (each, a “
Guaranty ”) in favor of Bank in connection with that
certain Loan Agreement (Ex-Im Bank-Guaranteed Transaction Specific
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. 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
mod
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