THIS SUBORDINATION AND INTERCREDITOR AGREEMENT ("AGREEMENT") is made to be
effective as of March 30, 2001, by and between NATIONAL BANK OF CANADA, a Canadian chartered
bank ("LENDER"), and MANTECH INTERNATIONAL CORPORATION, a New Jersey corporation
GSE SYSTEMS, INC., a Delaware corporation ("GSE SYSTEMS"), GSE PROCESS SOLUTIONS, INC., a
Delaware corporation, and GSE POWER SYSTEMS, INC., a Delaware corporation (together with GSE
SYSTEMS, collectively, "BORROWERS"), have obtained various credit accommodations from the LENDER.
SUBORDINATING CREDITOR, GP STRATEGIES CORPORATION, a Delaware corporation, GSE
SYSTEMS INTERNATIONAL LTD., a Delaware corporation, MSHI, INC., a Virginia corporation, GSE
ERUDITE SOFTWARE, INC., a Delaware corporation, GSE SERVICES COMPANY L.L.C., a Delaware
limited liability company, GP INTERNATIONAL ENGINEERING & SIMULATION, INC., a Delaware
corporation (collectively, "GUARANTORS"), have agreed to guarantee to the LENDER the repayment and
performance of the subject credit accommodations. Hereafter, the BORROWERS and the GUARANTORS
(other than the SUBORDINATING CREDITOR and GP STRATEGIES CORPORATION) are collectively
referred to as the "OBLIGORS."
The SUBORDINATING CREDITOR has extended, or has committed to extend, a loan to GSE SYSTEMS.
The SUBORDINATING CREDITOR owns a substantial ownership interest in GSE SYSTEMS and derives
substantial direct and indirect benefits from the credit facility extended by the LENDER to GSE SYSTEMS and
the other BORROWERS.
The LENDER is unwilling to continue to provide the requested credit accommodations to the BORROWERS
unless the SUBORDINATING CREDITOR agrees to the terms and conditions of this AGREEMENT. In order
to induce the LENDER to continue to extend the subject credit accommodations to the BORROWERS, the
SUBORDINATING CREDITOR has agreed to be bound by the terms of this AGREEMENT.
NOW, THEREFORE, for good and valuable considera