Schedule 13D Amendment No. 3

0001193125-13-473247.txt : 20131213 0001193125-13-473247.hdr.sgml : 20131213 20131213162359 ACCESSION NUMBER: 0001193125-13-473247 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131213 DATE AS OF CHANGE: 20131213 GROUP MEMBERS: CHS ASSOCIATES IV GROUP MEMBERS: CHS CAPITAL LLC GROUP MEMBERS: CHS MANAGEMENT IV LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GSE Holding, Inc. CENTRAL INDEX KEY: 0001275712 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 770619069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86755 FILM NUMBER: 131276468 BUSINESS ADDRESS: STREET 1: 10 SOUTH WACKER DR. STREET 2: SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 281-443-8564 MAIL ADDRESS: STREET 1: 19103 GUNDLE ROAD CITY: HOUSTON STATE: TX ZIP: 77073 FORMER COMPANY: FORMER CONFORMED NAME: GEO HOLDINGS CORP DATE OF NAME CHANGE: 20040108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CODE HENNESSY & SIMMONS IV LP CENTRAL INDEX KEY: 0001094262 IRS NUMBER: 364314622 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE, STREET 2: SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 d642731dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 Schedule 13D Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

GSE Holding, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

36191X 100

(CUSIP Number)

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn: Gerald T. Nowak, P.C.

Theodore A. Peto

(312) 862-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 6, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 36191X 100		13D		Page 2 of 10


1.	NAME OF REPORTING PERSON Code Hennessy & Simmons IV LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 10,966,814(1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 10,966,814(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,726,003(1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.4%(1)(2)
14.	TYPE OF REPORTING PERSON PN

(1)

Due to the Amended and Restated Stockholders Agreement, dated as of February 15, 2012, as amended and supplemented (the “Stockholders Agreement”), by and among GSE Holding, Inc., a Delaware corporation (the “Issuer”), Code Hennessy & Simmons IV LP, CHS Associates IV and certain other stockholders of the Issuer (the “Other Stockholders”), this reporting person may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Act and therefore may be deemed to beneficially own 240,811 shares of common stock of the Issuer, $0.01 par value per share (the “Common Stock”), beneficially owned by the Other Stockholders as of the date of this Statement (the “Other Stockholder Shares”). This reporting person expressly disclaims being a member of a Section 13D “group” with the Other Stockholders and expressly disclaims beneficial ownership of the Other Stockholder Shares. As a result, the Other Stockholder Shares have been excluded from lines 11 and 13 in the table above. If the Other Stockholder Shares were included in Lines 11 and 13 in the table above, these lines would identify this reporting person as beneficially holding, in the aggregate, 10,966,814 shares of Common Stock, or 53.6%.

(2)

Based on 20,460,612 shares of Common Stock outstanding as of November 6, 2013, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013 (the “Reported Shares Outstanding”).


CUSIP No. 36191X 100		13D		Page 3 of 10


1.	NAME OF REPORTING PERSON CHS Management IV LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 10,966,814(1)
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 10,966,814(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,726,003(1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.4%(1)(2)
14.	TYPE OF REPORTING PERSON PN

(1)

Due to the Stockholders Agreement, this reporting person may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Act and therefore may be deemed to beneficially own the Other Stockholder Shares. This reporting person expressly disclaims being a member of a Section 13D “group” with the Other Stockholders and expressly disclaims beneficial ownership of the Other Stockholder Shares. As a result, the Other Stockholder Shares have been excluded from lines 11 and 13 in the table above. If the Other Stockholder Shares were included in Lines 11 and 13 in the table above, these lines would identify this reporting person as beneficially holding, in the aggregate, 10,966,814 shares of Common Stock, or 53.6%.

(2)	Based on the Reported Shares Outstanding.


CUSIP No. 36191X 100		13D		Page 4 of 10


1.	NAME OF REPORTING PERSON CHS Capital LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 17,632
		8.	SHARED VOTING POWER 10,966,814(1)
		9.	SOLE DISPOSITIVE POWER 17,632
		10.	SHARED DISPOSITIVE POWER 10,966,814(1)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,743,635(1)
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.5%(1)(2)
14.	TYPE OF REPORTING PERSON OO

(1)

Due to the Stockholders Agreement, this reporting person (formerly Code Hennessy & Simmons LLC) may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Act and therefore may be deemed to beneficially own the Other Stockholder Shares. This reporting person expressly disclaims being a member of a Section 13D “group” with the Other Stockholders and expressly disclaims beneficial ownership of the Other Stockholder Shares. As a result, the Other Stockholder Shares have been excluded from lines 11 and 13 in the table above. If the Other Stockholder Shares were included in Lines 11 and 13 in the table above, these lines would identify this reporting person as beneficially holding, in the aggregate, 10,984,446 shares of Common Stock, or 53.7%.

(2)	Based on the Reported Shares Outstanding.


CUSIP No. 36191X 100		13D		Page 5 of 10


1.	NAME OF REPORTING PERSON CHS Associates IV
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14.	TYPE OF REPORTING PERSON PN


CUSIP No. 36191X 100		13D		Page 6 of 10

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends the statement on Schedule 13D relating to the shares of Common Stock of the Issuer filed by Code Hennessy & Simmons IV LP (“CHS IV”), CHS Management IV LP (“CHS Management”), CHS Capital LLC (“CHS LLC”) and CHS Associates IV (“CHS Associates”) with the SEC on June 14, 2012, as amended on January 17, 2013 and July 16, 2013 (the “Schedule 13D”).

This Amendment No. 3 is being filed in order to report the distribution by CHS Associates to the partners thereof of the 17,632 shares of Common Stock of the Issuer that it had beneficially owned (the “Distribution”) and the removal of CHS Associates as a reporting person, and to report the removal of the Issuer’s former chief financial officer as a party to the Stockholders Agreement and a holder of Other Stockholder Shares. Capitalized terms used herein but not defined herein have the meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. The Schedule 13D, as amended by this Amendment No. 3, is referred to collectively as this “Statement.”

CHS IV, CHS Management, CHS LLC and CHS Associates do not affirm the existence of a group and are filing this Statement jointly pursuant to Rule 13d-1(k) under the Act.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended by replacing the first sentence of the paragraph thereof captioned “Partners and Executive Officers” with the following:

The partners of CHS LLC are Daniel J. Hennessy, Brian P. Simmons, Thomas J. Formolo, David O. Hawkins and Richard A. Lobo, and the executive officer of CHS LLC is Todd C. Schneider, who is its Chief Financial Officer.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by replacing the third paragraph thereof with the following:

The Issuer and CHS IV are parties to the Stockholders Agreement with the Other Stockholders, who are the beneficial owners of an aggregate of 240,811 shares of Common Stock as of the date of this Statement. Each of CHS IV, CHS Management and CHS LLC (collectively, the “Reporting Persons”) may be deemed to have acquired beneficial ownership of such shares. However, each of the Reporting Persons expressly disclaims any beneficial ownership of such shares.


CUSIP No. 36191X 100		13D		Page 7 of 10

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) – (b) As of the date of this Statement, CHS IV is the record owner of 10,726,003 shares of Common Stock, representing approximately 52.4% of the outstanding shares of Common Stock, based on the Reported Shares Outstanding. The shares of Common Stock owned by CHS IV may be deemed to be beneficially owned by CHS Management, which is the general partner of CHS IV, and by CHS LLC, which is the general partner of CHS Management. CHS Management and CHS LLC disclaim beneficial ownership of the shares of Common Stock owned by CHS IV, except to the extent of a pecuniary interest therein.

As of the date of this Statement, CHS Associates is the record owner of 0 shares of Common Stock. On December 6, 2013, pursuant to the Distribution, the 17,632 shares of Common Stock of which CHS Associates had been the record owner, and which had been deemed to be indirectly beneficially owned by CHS LLC in its capacity as the general partner of CHS Associates, were distributed to the nine partners of CHS Associates. On that date, as the general partner of CHS Associates, CHS LLC received and became the record owner of 2,154 shares of Common Stock, representing approximately one one-hundredth of one percent of the outstanding shares of Common Stock, based on the Reported Shares Outstanding. In addition, CHS LLC may continue to be deemed the indirect beneficial owner of the 15,478 shares of Common Stock distributed to the eight other partners of CHS Associates pursuant to the Distribution with respect to which CHS LLC holds an irrevocable power of attorney that entitles it to vote and to dispose of such shares. See Item 6. Accordingly, CHS LLC’s beneficial ownership of the Issuer has not changed as a result of the Distribution.

The Investment Committee of CHS LLC exercises sole voting and dispositive powers with respect to the shares of Common Stock held by CHS IV and CHS LLC. The members of the Investment Committee are Brian P. Simmons, Daniel J. Hennessy, Thomas J. Formolo, David O. Hawkins and Richard A. Lobo (collectively, the “Investment Committee Members”). Each of the Investment Committee Members disclaims beneficial ownership of the shares held by CHS IV and CHS LLC, except to the extent of a pecuniary interest therein.

The shares of Common Stock described above do not include shares of Common Stock beneficially owned by any other member of any “group” within the meaning of Section 13(d)(3) of the Act in which CHS IV or any of the other Reporting Persons may be deemed a member.

Due to the relationship between the Reporting Persons and the Other Stockholders as set forth in the Stockholders Agreement, the Reporting Persons may be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act, with the Other Stockholders, and each of the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the limited matters described in the Stockholders Agreement over (and therefore to beneficially own) the 240,811 shares of Common Stock beneficially owned in the aggregate by the Other Stockholders as of the date of this Statement, such that CHS IV and CHS Management may be deemed to beneficially own 10,966,814 shares of Common Stock, representing approximately 53.6% of the outstanding shares of Common Stock, based on the Reported Shares Outstanding, and CHS LLC may be deemed to beneficially own 10,984,446 shares of Common Stock, representing approximately 53.7% of the outstanding shares of Common Stock, based on the Reported Shares Outstanding. The Reporting Persons hereby expressly disclaim membership in any “group” with any person and expressly disclaim beneficial ownership of any shares of Common Stock that may be or are beneficially owned by the Other Stockholders. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of their respective affiliates are the beneficial owners of any shares of Common Stock beneficially owned by the Other Stockholders for purposes of Section 13(d) of the Act or for any other purpose.


CUSIP No. 36191X 100		13D		Page 8 of 10

(c) Except as otherwise described in this Statement, during the past sixty days, there have been no transactions in the Common Stock effected by CHS IV, CHS Management, CHS LLC or CHS Associates or, to their knowledge, the other persons named in Item 2.

(d) On December 6, 2013, CHS Associates made a pro rata distribution for no additional consideration of the 17,632 shares of Common Stock of the Issuer that it had beneficially owned to its nine partners, including its general partner, CHS LLC.

(e) On December 6, 2013, CHS Associates disposed of its shares of Common Stock of the Issuer pursuant to the Distribution.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by appending the following paragraphs after the second paragraph thereof:

The Stockholders Agreement was amended by Amendment No. 3 to the Stockholders Agreement, effective December 6, 2013, to remove CHS Associates as a party thereto, a copy of which is filed as Exhibit 4 hereto and is incorporated herein by reference.

In connection with the Distribution, CHS LLC received an irrevocable power of attorney from each of the eight other distributee partners to vote and to dispose of such partner’s shares. This power of attorney was granted pursuant to separate irrevocable power of attorney agreements entered into between CHS LLC and each such distributee partner that became effective on December 6, 2013, a form of which is filed as Exhibit 5 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by adding the following exhibits in appropriate numerical order:


Exhibit 4		Amendment No. 3 to Amended and Restated Stockholders Agreement, dated December 6, 2013.

Exhibit 5		Form of Power of Attorney.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: December 13, 2013


CODE HENNESSY & SIMMONS IV LP

By:		CHS Management IV LP
Its:		General Partner

By:		CHS Capital LLC
Its:		General Partner

By:		/s/ Marcus J. George
Name:		Marcus J. George
Title:		Partner

CHS ASSOCIATES IV

By:		CHS Capital LLC
Its:		General Partner

By:		/s/ Marcus J. George
Name:		Marcus J. George
Title:		Partner

CHS MANAGEMENT IV LP

By:		CHS Capital LLC
Its:		General Partner

By:		/s/ Marcus J. George
Name:		Marcus J. George
Title:		Partner


CHS CAPITAL LLC

By:		/s/ Marcus J. George

Name:		Marcus J. George
Title:		Partner

EX-4 2 d642731dex4.htm EX-4 EX-4

Exhibit 4

AMENDMENT NO. 3 TO

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

THIS AMENDMENT NO. 3 (this “Amendment”) to the Amended and Restated Stockholders Agreement, dated as of February 15, 2012, as amended by that certain Amendment No. 1 on January 14, 2013 and that certain Amendment No. 2 on July 10, 2013 (the “Stockholders Agreement”), by and among GSE Holding, Inc., a Delaware corporation, Code Hennessy & Simmons IV LP, CHS Associates IV and the other stockholders named therein, is made and entered into as of this 6th day of December, 2013. Capitalized terms used herein and not defined shall have the meanings specified in the Stockholders Agreement.

WHEREAS, in accordance with Section 8 of the Stockholders Agreement, the parties hereto wish to amend the Stockholders Agreement as provided herein.

NOW, THEREFORE, in consideration of the terms and conditions contained in this Amendment and other good and valuable consideration, the mutual receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Removal of Stockholder. CHS Associates IV is hereby released and removed as a party to the Stockholders Agreement and shall cease to be entitled to any rights, or be subject to any obligations, thereunder. All references in the Stockholders Agreement to “CHS Associates” shall be deleted.

2. No Other Amendments. Except as expressly amended hereby, the provisions of the Stockholders Agreement are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Any reference in the Stockholders Agreement to “this Agreement,” “herein,” “hereof,” “hereunder” or words of similar import, and any other document, instrument or agreement that refers to the Stockholders Agreement, shall be deemed to refer to the Stockholders Agreement as amended by this Amendment. This Amendment shall be effective as of the date hereof.

3. Governing Law. This Amendment shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State.

4. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS COMPLAINT IN CONNECTION WITH ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY OR PARTIES HERETO WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATED TO THIS AMENDMENT OR ANY PORTION THEREOF, WHETHER BASED UPON CONTRACTUAL, STATUTORY, TORTIOUS OR OTHER THEORIES OF LIABILITY. EACH PARTY REPRESENTS THAT IT HAS CONSULTED WITH COUNSEL REGARDING THE MEANING AND EFFECT OF THE FOREGOING WAIVER OF ITS RIGHT TO A JURY TRIAL.

5. Counterparts. This Amendment may be executed in any number of counterparts, and by facsimile, photo or other electronic means, each of which shall be effective only upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the same instrument with the same effect as if each of the parties hereto had signed the same signature page.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first written above.


GSE HOLDING, INC.

By:		/s/ Charles A. Sorrentino

Name:		Charles A. Sorrentino
Title:		President & Chief Executive Officer

[Signature Page to Amendment No. 3 to Amended and Restated Stockholders Agreement]


CODE HENNESSY & SIMMONS IV LP

By:		CHS Management IV LP
Its:		General Partner

By:		CHS Capital LLC
Its:		General Partner

By:		/s/ Marcus J. George
Name:		Marcus J. George
Title:		Partner

CHS ASSOCIATES IV

By:		CHS Capital LLC
Its:		General Partner

By:		/s/ Marcus J. George
Name:		Marcus J. George
Title:		Partner

[Signature Page to Amendment No. 3 to Amended and Restated Stockholders Agreement]


By:		/s/ Gregg Taylor
Name:		Gregg Taylor

By:		/s/ Jeffery D. Nigh

Name:		Jeffery D. Nigh

[Signature Page to Amendment No. 3 to Amended and Restated Stockholders Agreement]

EX-5 3 d642731dex5.htm EX-5 EX-5

Exhibit 5

FORM OF

POWER OF ATTORNEY

BY THIS POWER OF ATTORNEY made on December 6, 2013, [Name] of [Address] (the “Shareholder”), being the registered holder of [•] shares (the “Shares”) of Common Stock, par value $0.01 per share, of GSE Holding, Inc. (the “Company”), hereby irrevocably and unconditionally appoints CHS Capital LLC (the “Attorney”) to be the Shareholder’s true and lawful attorney in the Shareholder’s name and on the Shareholder’s behalf (and as the Attorney in its absolute and unfettered discretion sees fit) to exercise all or any of the voting and other rights, powers and privileges attached to the Shares including, without limitation:

1.1

to receive notice of and to attend and vote and otherwise take all actions on the Shareholder’s behalf and as the Shareholder’s proxy at all meetings of the Company’s shareholders (held in person, telephonically or in any other manner) and in all written consents in lieu of such meetings;

1.2

to complete and deliver on behalf of the Shareholder all consents to short notice, written resolutions or written consents, proxies and other instruments as the Attorney shall consider to be necessary or desirable for the purpose of such meetings, or in any way where a vote or consent is required under any circumstances for any matter;

1.3

to deal with and give directions as to any monies, securities, benefits, documents, notices or other communications (in whatever form) arising by right of the Shares or received in connection with the Shares from the Company or any other person; and

1.4

to approve, complete, endorse or otherwise execute, deliver and do all documents, deeds, instruments and acts, and exercise all rights, in the Shareholder’s name insofar as may be done in the Shareholder’s capacity as registered holder of the Shares, including, without limitation, with respect to the sale, transfer, assignment or other disposition of the Shares.

This Power of Attorney is executed by the Shareholder to secure the interest of the Attorney in the Shares and shall accordingly be irrevocable. Without limiting the generality of the foregoing, this Power of Attorney is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law.

3.	The Shareholder undertakes:

3.1

to ratify and confirm whatever the Attorney shall lawfully do or cause to be done by virtue of this Power of Attorney, and to indemnify and keep indemnified the Attorney against any loss, liability, costs, claims and expenses which the Attorney may suffer as a result thereof;

3.2

not to exercise or attempt to exercise any of the rights, powers and privileges attached to the Shares or exercisable by the Shareholder in its capacity as registered holder of the Shares which are exercisable by the Attorney by virtue of this Power of Attorney;

3.3

to hold the Shares and all dividends and other distributions received by the Shareholder in respect of the Shares upon trust for the Attorney as beneficial owner;

3.4

immediately to account to the Attorney for all distributions, interest or other sums of any kind relating to the Shares and received by or on behalf of the Shareholder; and

3.5

immediately to deliver to the Attorney any letters, notices, orders or other documents or communications relating to the Shares and received by or on behalf of the Shareholder.

The Attorney shall have full power to delegate the authority conferred by this Power of Attorney to one or more delegates and to appoint a substitute or substitutes to act as the Shareholder’s true and lawful attorney or attorneys and may select as such delegate or substitute such person or persons as the Attorney shall in its discretion consider suitable for such purpose and may revoke any such delegation or appointment at any time.

5.	This appointment shall be effective as of the date hereof and, without prejudice to clause 2 hereof, shall expire on the date on which the Shares cease to be registered in the name of the Shareholder.

This Power of Attorney (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Power of Attorney or its formation) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law thereof.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Power of Attorney on the date set forth above.

[SHAREHOLDER]

[Signature Page to Power of Attorney]