LIMITED GUARANTY AGREEMENT
THIS LIMITED GUARANTY AGREEMENT (GUARANTY) is given as of March _____, 2000, by GP
STRATEGIES CORPORATION, a Delaware corporation (GUARANTOR), for the benefit of NATIONAL
BANK OF CANADA, a Canadian chartered bank (LENDER), with respect to the obligations of GSE
SYSTEMS, INC., a Delaware corporation, GSE PROCESS SOLUTIONS, INC., a Delaware corporation,
and GSE POWER SYSTEMS, INC., a Delaware corporation (individually, a BORROWER and collectively,
the BORROWERS), to the LENDER.
The BORROWERS have requested certain credit accommodations from the LENDER as set forth in the Loan
and Security Agreement of even date herewith by and between the BORROWERS and the LENDER (as the
same may be amended, modified, extended, renewed, restated, supplemented or replaced from time to time
LOAN AGREEMENT). The LENDER has agreed to provide the requested credit accommodations to the
BORROWERS, but only if, inter alia, the GUARANTOR provides to the LENDER the guaranties of payment
and performance set forth in this GUARANTY. The GUARANTOR is willing to provide this GUARANTY to
the LENDER in order to induce the LENDER to provide the requested credit accommodations to the
All capitalized terms used in this GUARANTY without definition shall have the respective meanings given such
terms in the LOAN AGREEMENT.
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the GUARANTOR hereby agrees to provide to the
LENDER the following guaranties and indemnifications.
Section 1. Guaranty. The GUARANTOR guarantees: (a) the payment of any and all sums now or hereafter due
and owing to the LENDER by the BORROWERS (or any of them) arising out of, related to, as a result of, or in
connection with the LOAN, the LETTERS OF CREDIT, the CREDIT FACILITY, or any other existing or
future indebtedness, liability, or obligation of every kind, nature, type, and variety owe