Exhibit 10.3
FIRST AMENDMENT TO SECURITY
AGREEMENT
(Domestic Revolving Line of
Credit)
This First Amendment to Security
Agreement (this “ Amendmen t”), dated as of May
5, 2009 is between Bank of America, N.A. (the “
Bank ”) and GSE Systems, Inc. , a Delaware
corporation (“ GSE ”), and GSE Power Systems,
Inc. , a Delaware corporation (“ Power ”),
(GSE and Power are referred to collectively as, the “
Pledgor ”).
BACKGROUND
- The Bank, as
lender, and the Pledgor, as co-borrowers, are parties to that
certain Loan Agreement (Domestic Revolving Line of Credit) dated as
of March 28, 2008 (the “ Domestic Loan
Agreement” ), which loan agreement evidences a domestic
revolving line of credit from the Bank to the Pledgor (the “
Loan ”).
- In connection
with the Domestic Loan Agreement, the Pledgor executed that certain
Security Agreement dated as of March 28, 2008 (the “
Original Security Agreement ”), pursuant
to which the Pledgor pledged to the Bank certain assets of the
Pledgor as collateral to secure the Loan.
- Pledgor has
requested that the Bank modify the Loan, and the Bank has agreed to
do so, upon the terms and conditions set forth in this Amendment
and that certain First Amendment to Loan Agreement (Domestic
Revolving Line of Credit) of even date herewith.
- The purpose of
this Amendment is to, among other things, amend the scope of the
Collateral set forth in the Original Security Agreement in
connection with the modification of the Loan.
AGREEMENT
Now, therefore, in consideration of the premises and the mutual
agreements contained herein, the parties hereby to amend the
Original Security Agreement on the following terms and
conditions:
SECTION 1.
DEFINITIONS. All capitalized terms
used herein that are not defined herein shall have the meanings
ascribed to them in the Original Security Agreement, unless the
context specifically requires otherwise.
SECTION 2.
AMENDMENTS TO ORIGINAL SECURITY
AGREEMENT. The following amendments are hereby made to the
Original Security Agreement:
(A) Section
1(d) of the Original Security Agreement is hereby amended and
restated in its entirety to read as follows:
“(d) All of
the Pledgor’s deposit accounts with the Bank, including, but
not limited to, the specific deposit account described on
Exhibit B to this Agreement (the
“ Deposit Account ”). The Collateral
shall include any renewals or rollovers of the deposit accounts,
any success
