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 ”).
A. 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 “
B. 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.
C. 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.
D. 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.
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
SECTION 2. AMENDMENTS TO ORIGINAL SECURI