8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2014

GSE Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35382	77-0619069
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

19103 Gundle Road

Houston, TX 77073

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (281) 443-8564

(Former name or former address, if changed since last report.)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

On March 13, 2014, GSE Holding, Inc. (the “Company”) and certain of its affiliates, including GSE Environmental, Inc. (collectively with the Company, the “Credit Parties”), entered into a limited waiver and third amendment (the “Priming Facility Amendment”) to their secured revolving super priority credit facility with General Electric Capital Corporation (the “Agent”) and the other financial institutions party thereto (as amended from time to time, the “Priming Facility”).  On March 13, 2014, the Credit Parties entered into a tenth amendment (the “First Lien Credit Facility Amendment”) to their first lien senior secured credit facility with the Agent and the other financial institutions party thereto (as amended from time to time, the “First Lien Credit Facility”).

Pursuant to the Priming Facility Amendment, the lenders have agreed to eliminate the Priming Facility’s requirement of an interest reserve, the result of which provides an additional $1.3 million of liquidity for the Company.

As previously disclosed and pursuant to the Priming Facility and the First Lien Credit Facility, the Company has agreed to pursue a sale process to sell the Company and use the proceeds to repay its indebtedness. Among other things, the Priming Facility Amendment extends the deadline for the completion of an acceptable sale from March 30, 2014 to April 30, 2014, while the First Lien Credit Facility Amendment extends the deadline for the completion of an acceptable sale from March 30, 2014 to April 21, 2014. The failure to meet these deadlines would result in an event of default under one or both of the Priming Facility and the First Lien Credit Facility. 

There can be no assurance that the Company can conclude an acceptable sale and that, if a sale is completed, the Company’s creditors will receive payment in full or the Company’s stockholders will receive any recovery in connection with the sale process.

The foregoing descriptions of the Priming Facility Amendment and the First Lien Credit Facility Amendment are summaries of the terms of such amendments and are qualified in their entirety by the text of the Priming Facility Amendment and the First Lien Credit Facility Amendment, copies of which are being filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

On March 14, 2014, the Company issued a press release announcing the Priming Facility Amendment and the First Lien Credit Facility Amendment. A copy of this press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may include words such as “anticipate,” “believe,” “expect,” “intend,” “may” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including the outcome of the Company’s sale process, the values placed upon the Company by third parties in the sale process, whether the Company’s creditors will receive payment in full or the Company’s stockholders will receive any recovery in connection with the sale process, whether the Company is able to satisfy any conditions to funding under the Priming Facility, whether a trading market for the Company’s common stock will exist on the OTCQB Marketplace and other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Company disclaims any obligation to publicly update such statements.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Limited Waiver and Third Amendment to First Lien Revolving Credit Agreement, dated March 13, 2014, by and among GSE Environmental, Inc., General Electric Capital Corporation and the other parties thereto.
10.2	Tenth Amendment to First Lien Credit Agreement, dated March 13, 2014, by and among GSE Environmental, Inc., General Electric Capital Corporation and the other parties thereto.
99.1	Press release dated March 14, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GSE Holding, Inc.

Date: March 14, 2014                                                                   By:  /s/ Daniel C. Storey

Name: Daniel C. Storey

Title:   Senior Vice President and Chief Financial Officer

EX-10.1

EXHIBIT 10.1

EXECUTION COPY

LIMITED WAIVER AND THIRD AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT

THIS LIMITED WAIVER AND THIRD AMENDMENT TO FIRST LIEN REVOLVING CREDIT AGREEMENT, dated as of March 13, 2014 (this “Third Amendment”), 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, the 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 Revolving Credit Agreement dated as of January 10, 2014 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower and the other Credit Parties have requested that Agent and Lenders (i) waive certain potential Events of Default under the Credit Agreement and (ii) amend certain provisions of the Credit Agreement and Agent and Lenders signatory hereto constituting the Required Lenders are willing to do so, but only on the terms and conditions 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.Limited Waiver.  Events of Default may occur pursuant to Section 7.1(e)(ii) of the Credit Agreement due to the Credit Parties’ potential failure to comply with Section 4.19(a) of the Existing Credit Agreement (any and all such Events of Default described in foregoing, together with any Event of Default arising from the Borrower’s failure to provide notice of same to the Agent, collectively, the “Designated Potential Defaults”).  Effective as of the date hereof, subject to the satisfaction of the conditions set forth in Section 4 hereof, to the extent constituting Events of Default, Agent and the Lenders signatory hereto, constituting the Required Lenders and the Required Revolving Lenders, hereby waive the Designated Potential Defaults.

The waiver contained in this Section 2 is a limited waiver and (i) shall only be relied upon and used for the specific purposes expressly set forth herein, (ii) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (a) any Default or Event of Default (other than the Designated Potential Defaults) or (b) any term or condition of the Credit Agreement and the other Loan Documents, (iii) shall not constitute nor be deemed to constitute a consent by the Agent or any Lender to anything other than the specific purpose set forth herein and (iv) shall not constitute a custom or course of dealing among the parties hereto.

3.Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)Section 4.17(a)(iii) of the Credit Agreement is hereby amended by (i) deleting the text “March 7” appearing in clause (y) thereof, (ii) inserting the text “March 21” in lieu thereof, (iii) deleting the text “March 30” appearing in clause (z) thereof and (iv) inserting the text “April 30” in lieu thereof.

(b)Section 4.17(a) of the Credit Agreement is hereby further amended by deleting the text “by up to five (5) Business Days” immediately preceding the period at the end of such subsection.

(c)The Credit Agreement and the other Loan Documents are hereby amended by deleting (i) the definition of “Interest Reserve” set forth in Section 11.1 of the Credit Agreement and (ii) all references to such term appearing elsewhere in the Credit Agreement and in any other Loan Documents (and the relevant provisions thereof adjusted accordingly to give effect thereto).

4.Conditions Precedent.  This Third Amendment shall become effective as of the date first written above (the “Third Amendment Effective Date”) when each of the following has been satisfied or waived in accordance with the terms hereof:

(a)the execution and delivery to Agent of this Third Amendment by each Credit Party, Agent and the Required Lenders;

(b)after giving effect to this Third Amendment, the truth and accuracy in all material respects of the representations and warranties contained in Section 5 hereof; 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 Third Amendment.

5.Representations and Warranties.   Each Credit Party hereby represents and warrants to Agent and each Lender as follows:

(a)the representations and warranties made by such Credit Party contained in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, except to the extent such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(b)such Credit Party is a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable;

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(c)such Credit Party has the power and authority to execute, deliver and perform its obligations under this Third Amendment and the Credit Agreement, as amended hereby;

(d)the execution, delivery and performance by such Credit Party of this Third Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary action;

(e)this Third Amendment and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Person in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(f)the execution, delivery and performance by each of the Credit Parties of this Third Amendment have been duly authorized by all necessary action, and do not and will not: (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or (c) violate any material Requirement of Law in any material respect; and

(g)no Default or Event of Default exists or shall arise as a direct result of the effectiveness of this Third Amendment.

6.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, waived or consented to 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.

7.Counterparts.  This Third 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 Third Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

8.Successors and Assigns.  The provisions of this Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Credit Parties may assign or transfer any of its rights or obligations under this Third Amendment without the prior written consent of the Agent.

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9.Further Assurance.  The Borrower hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Third Amendment, the Credit Agreement and the Loan Documents.

10.Governing Law and Jurisdiction.

(a)Governing Law.  The laws of the State of New Yorkshall govern all matters arising out of, in connection with or relating to this Third 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)).

(b)Submission to Jurisdiction.  Any legal action or proceeding with respect to this Third Amendment shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Third Amendment, each Credit Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(c)Service of Process.  Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with this Agreement by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of such Person specified in the Credit Agreement (and shall be effective when such mailing shall be effective, as provided therein).  Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d)Non-Exclusive Jurisdiction.  Nothing contained in this Section 10 shall affect the right of Agent to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

(e)Waiver of Jury Trial.  THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS THIRD AMENDMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

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11.Severability.  The illegality or unenforceability of any provision of this Third Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Third Amendment or any instrument or agreement required hereunder.

12.Reaffirmation. Each of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  Each of the Credit Parties hereby consents to this Third Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.  Except as expressly set forth herein, the execution of this Third Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.  In addition, the Credit Parties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, 2013 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Richter Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and notwithstanding the waiver set forth in Section 2 hereof).

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this Third 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

IN WITNESS WHEREOF, the each of the undersigned has executed this Third 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

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

MUBADALA GE CAPITAL LTD, as a Lender

By: General Electric Capital Corporation, as Servicer

By:           /s/ Brad Kimme

Name:      Brad Kimme

Title:        Duly Authorized Signatory

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

MGEC HOLDINGS LTD, as a Lender

By: General Electric Capital Corporation, as Servicer

By:           /s/ Brad Kimme

Name:      Brad Kimme

Title:        Duly Authorized Signatory

IN WITNESS WHEREOF, the undersigned has executed this Third 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

ING CAPITAL LLC, as a Lender

By:           /s/ Lawrence P. Eyink

Name:      Lawrence P. Eyink

Title:        Director

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

Harleysville Life Insurance Company, as a Lender

By:           /s/ Ronald R. Serpico

Name:      Ronald R. Serpico

Title:        Authorized Signatory

IN WITNESS WHEREOF, the undersigned has executed this Third 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

EX-10.2

EXHIBIT 10.2

EXECUTION COPY

TENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

THIS TENTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of March 14, 2014 (this “Tenth Amendment”), 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, the 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”); and

WHEREAS, the Borrower and the other Credit Parties have requested that Agent and Lenders amend certain provisions of the Credit Agreement and Agent and Lenders signatory hereto constituting the Required Lenders are willing to do so, but only on the terms and conditions 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.Amendments to Credit Agreement.  Section 4.19(a)(iii) of the Credit Agreement is hereby amended by (i) deleting clause (y) thereof in its entirety and substituting “(y)  Reserved; and” therefor, (ii) deleting the text “March 30” appearing in clause (z) thereof and substituting the text “April 21” therefor, (iii) deleting the “;” appearing at the end of clause (z) thereof, and (iv) deleting the text “provided, the Agent shall be permitted, in its sole discretion, to extend or defer each of the foregoing individual milestone dates by up to five (5) Business Days” appearing therein.

3.Conditions Precedent.  This Tenth Amendment shall become effective as of the date first written above (the “Tenth Amendment Effective Date”) when each of the following has been satisfied or waived in accordance with the terms hereof:

(a)the execution and delivery to Agent of this Tenth Amendment by each Credit Party, Agent and the Required Lenders;

(b)Agent shall have received a copy of an amendment to the First Lien Revolving Credit Facility substantially conforming to this Tenth Amendment duly executed by all of the parties thereto;

(c)after giving effect to this Tenth Amendment, the truth and accuracy in all material respects of the representations and warranties contained in Section 4 hereof; and

(d)no Default or Event of Default shall have occurred and be continuing or arise as a direct result of the effectiveness of this Tenth Amendment.

4.Representations and Warranties.   Each Credit Party hereby represents and warrants to Agent and each Lender as follows:

(a)the representations and warranties made by such Credit Party contained in the Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the date hereof, except to the extent such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date;

(b)such Credit Party is a corporation or limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable;

(c)such Credit Party has the power and authority to execute, deliver and perform its obligations under this Tenth Amendment and the Credit Agreement, as amended hereby;

(d)the execution, delivery and performance by such Credit Party of this Tenth Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary action;

(e)this Tenth Amendment and the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Person in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

(f)the execution, delivery and performance by each of the Credit Parties of this Tenth Amendment have been duly authorized by all necessary action, and do not and will not: (a) contravene the terms of any of that Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or (c) violate any material Requirement of Law in any material respect; and

(g)no Default or Event of Default exists or shall arise as a direct result of the effectiveness of this Tenth Amendment.

5.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, waived or consented to 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.

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6.Counterparts.  This Tenth 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 Tenth Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

7.Successors and Assigns.  The provisions of this Tenth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Credit Parties may assign or transfer any of its rights or obligations under this Tenth Amendment without the prior written consent of the Agent.

8.Further Assurance.  The Borrower hereby agrees from time to time, as and when requested by the Agent or Lender, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Agent or Lender may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Tenth Amendment, the Credit Agreement and the Loan Documents.

9.Governing Law and Jurisdiction.

(a)Governing Law.  The laws of the State of New Yorkshall govern all matters arising out of, in connection with or relating to this Tenth 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)).

(b)Submission to Jurisdiction.  Any legal action or proceeding with respect to this Tenth Amendment shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York and, by execution and delivery of this Tenth Amendment, each Credit Party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

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(c)Service of Process.  Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with this Agreement by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of such Person specified in the Credit Agreement (and shall be effective when such mailing shall be effective, as provided therein).  Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d)Non-Exclusive Jurisdiction.  Nothing contained in this Section 9 shall affect the right of Agent to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

(e)Waiver of Jury Trial.  THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS TENTH AMENDMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

10.Severability.  The illegality or unenforceability of any provision of this Tenth Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Tenth Amendment or any instrument or agreement required hereunder.

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11.Reaffirmation. Each of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  Each of the Credit Parties hereby consents to this Tenth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.  Except as expressly set forth herein, the execution of this Tenth Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.  In addition, the Credit Parties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, 2013 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Richter Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the each of the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the undersigned has executed this Tenth 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

IN WITNESS WHEREOF, the undersigned has executed this Tenth 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

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

TENNENBAUM OPPORTUNITIES PARTNERS V, LP

TENNENBAUM OPPORTUNITIES FUND VI LLC

By: Tennenbaum Capital Partners, LLC

Its: Investment Manager

By:           /s/ Howard M. Levkowitz

Howard M. Levkowitz

Managing Partner

EX-99.1

Exhibit 99.1

GSE ANNOUNCES TIMELINE CHANGES FOR COMPANY SALE

Houston, TX, March 14, 2014 — GSE Holding, Inc. (“GSE” or the “Company”) (OTCQB: GSEH), a leading global provider of highly engineered geosynthetic containment solutions for environmental protection and confinement applications, today announced that the Company and its senior secured lenders have amended the Company’s secured first lien credit facility and its secured revolving super priority credit facility to extend certain milestones relating to the sale of the Company.  Additionally, the lenders have agreed to eliminate the requirement of an interest reserve, the result of which provides an additional $1.3 million of liquidity to the Company.

“Over the last several months, with the help of Moelis & Company, LLC, the Company has been engaged in a robust process with respect to the sale,” said President and CEO Chuck Sorrentino.  “In the meantime, our global employees are continuing to provide our customers with excellent products and services as they have come to expect from GSE.”

Pursuant to the amendments announced today, the Company now has until April 21, 2014 under its secured first lien credit facility and April 30, 2014 under its secured revolving super priority credit facility to close a sale of its business acceptable to the lenders.

About GSE Holding, Inc.

GSE is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids and gases for organizations engaged in waste management, mining, water, wastewater and aquaculture.

GSE has a long history of manufacturing quality geosynthetic lining systems and developing innovative products. The Company’s principal products are polyethylene-based geomembranes, geonets, geocomposites, geosynthetic clay liners, concrete protection liners and vertical barriers. GSE manufactures products primarily to line or cap hazardous and non-hazardous waste landfills, contain materials generated in certain mining processes, and contain water, liquid waste and industrial products in ponds, tanks, reservoirs, sewers and canals. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the US, Chile, Germany, Thailand, China and Egypt.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may include words such as “anticipate,” “believe,” “expect,” “intend,” “may” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including the outcome of the Company’s sale process, the values placed upon the Company by third parties in the sale process, whether the Company’s creditors will receive payment in full or the Company’s stockholders will receive any recovery in connection with the sale process, whether the Company is able to satisfy any conditions to funding under its secured revolving super priority credit facility, whether a trading market for the Company’s common stock will exist on the OTCQB Marketplace and other factors disclosed by the Company from time to time in its filings with the Securities and Exchange Commission, including those described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Company disclaims any obligation to publicly update such statements.

To learn more about GSE Environmental, please visit http://www.gseworld.com.

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Press Contact:

Daniel Storey

Senior Vice President and Chief Financial Officer

281-230-6733

dstorey@gseworld.com