RATIFICATION OF GUARANTY
(Domestic Revolving Line of Credit)
THIS RATIFICATION OF GUARANTY (this “ Ratification ”), dated as of May 5, 2009, is made by
each of the undersigned guarantors (each, a “ Guarantor ” and, collectively, the “ Guarantors ”) in favor of
BANK OF AMERICA, N.A., its successors and assigns (“ Bank ”).
A. Each Guarantor executed a separate Continuing and Unconditional Guaranty (Domestic
Revolving Line of Credit) dated as of March 28, 2008, (each, a “ Guaranty ”) in favor of Bank in connection
with that certain Loan Agreement (Domestic Revolving Line of Credit) dated as of March 28, 2008, (the “ Loan
Agreement ”) by and among GSE Systems, Inc., a Delaware corporation, GSE Power Systems, Inc., a
Delaware corporation. (collectively, “ Borrower ”), and Bank.
B. Borrower has requested that Bank amend the Loan Agreement to modify the revolving line of
credit established by the Loan Agreement and increase the amount of credit available to the Borrower under the
revolving line of credit from $1,500,000 to $2,500,000. Bank has agreed to so amend the Loan Agreement,
subject to, among other things, Guarantors providing to Bank the representations, assurances and other
agreements hereinafter set forth.
C. In connection with the foregoing, Bank and Borrower shall execute a First Amendment to Loan
Agreement of even date herewith (the “ First Amendment ”) to evidence the modification of the revolving line of
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and because the Guarantors will benefit from some of the
changes to the Loan Agreement, each Guarantor does hereby agree as follows:
1. The Recitals hereinabove contained are true and