First Supplemental Indenture by and among the Registrant



 Exhibit 4.4 

FIRST SUPPLEMENTAL INDENTURE 

THIS FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of August 25, 2008, among GSI Group Corporation, a Michigan corporation (the “Company”), Excel Technology, Inc, a Delaware corporation (the “Excel”) and The Bank of
New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 
 W I
T N E S S E T H 
 WHEREAS, the Company, GSI Group Inc., a company continued and existing under the laws of the
Province of New Brunswick, Canada (the “Parent”) and Eagle Acquisition Corporation, a Delaware corporation (“EAC”) have heretofore executed and delivered to the Trustee an Indenture, dated as of August 20, 2008
(the “Indenture”), providing for the issuance by the Company of 11% Senior Notes due 2013 (the “Notes”) and a full and unconditional guarantee by each of the Parent and EAC of all of the Company’s obligations
under the Notes and the Indenture (each, a “Note Guarantee”); 
 WHEREAS, at least a majority of the
outstanding common stock of Excel has been acquired by EAC as of August 20, 2008 and, as a result, Excel is a direct, majority-owned subsidiary of EAC; 

WHEREAS, pursuant to Section 4.13 of the Indenture, the Company and the Parent are obligated to cause each directly and
indirectly majority-owned subsidiary of the Parent to provide an additional Note Guarantee; 
 WHEREAS, pursuant to
paragraph (4) of Section 8.01 of the Indenture, the Trustee is authorized to join with the Company and Excel in the execution of a supplement to the Indenture without the consent of any Holders in order to add a Note Guarantee; 

WHEREAS, the Company and Excel have requested that the Trustee execute and deliver this First Supplemental Indenture; and

 WHEREAS, all things necessary have been done to make this First Supplemental Indenture, when executed and delivered by
the Company and Excel, the legal, valid and binding agreement of the Company and Excel in accordance with its terms. 
 NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, Excel and the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows: 
 1. CAPITALIZED TERMS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2.
AGREEMENT TO GUARANTEE. Excel hereby agrees to (a) provide a Note Guarantee on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10
thereof, and (b) execute a notation of guarantee in respect of its Note Guarantee. 
 3. GOVERNING
LAW. This First Supplemental Indenture and the Note Guarantee shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York.








 4. COUNTERPARTS. The parties may sign any
number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall
not affect the construction hereof. 
 6. THE TRUSTEE. The
Trustee shall not be responsible in any manner whatsoever for or in respect of, and makes no representation as to, the validity or sufficiency of this First Supplemental Indenture or the recitals contained herein. All of such recitals are made
solely by the Company and Excel. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions
taken, suffered or omitted by the Trustee under this First Supplemental Indenture. 







 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture
to be duly executed and attested, all as of the date first above written. 
  

					
	 GSI GROUP CORPORATION., as Issuer

		
	By:	 	 /s/ Daniel J. Lyne

		 	Name:	 	Daniel J. Lyne
		 	Title:	 	Secretary









 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture
to be duly executed and attested, all as of the date first above written. 
  

					
	EXCEL TECHNOLOGY, INC., as a Guarantor
		
	By:	 	 /s/ Daniel J. Lyne

		 	Name:	 	Daniel J. Lyne
		 	Title:	 	Secretary
	
	
THE BANK OF NEW YORK 
MELLON TRUST COMPANY, N.A.
as Trustee

		
	By:	 	  

		 	Authorized Signatory









 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture
to be duly executed and attested, all as of the date first above written. 
  

					
	EXCEL TECHNOLOGY, INC., as a Guarantor
		
	By:	 	  

		 	Name:	 	Daniel J. Lyne
		 	Title:	 	Secretary
	
	
THE BANK OF NEW YORK 
MELLON TRUST COMPANY, N.A.
as Trustee

		
	By:	 	 /s/ VANETA BERNARD

		 	Authorized Signatory
		 	VANETA BERNARD
		 	VICE PRESIDENT