suppindent.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    
Exhibit
    4.6

    


    SUPPLEMENTAL
      INDENTURE, dated as of July 13, 2007, to the Indenture dated as of May 16,
      2005
      (as amended and supplemented to the date hereof, the “Indenture”), among The GSI
      Group, Inc., a Delaware corporation (the “Company”), GSI Holdings Corp., a
      Delaware corporation (the “Guarantor”) and U.S. Bank National Association, as
      trustee (the “Trustee”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Company, the Guarantor and the Trustee have heretofore entered into the
      Indenture, and the 12% Senior Notes due 2013 (the “Notes”) of the Company have
      been issued pursuant thereto;

    


    WHEREAS,
      Section 9.02 of the Indenture provides that the Company, the Guarantor and
      the
      Trustee may, with the requisite consents of the holders of the Notes, enter
      into
      a supplemental indenture for the purpose of amending certain provisions of
      the
      Indenture;

    


    WHEREAS,
      the Company has offered to purchase for cash any and all of the outstanding
      Notes upon the terms and subject to the conditions set forth in the Offer to
      Purchase and Consent Solicitation Statement, dated June 29, 2007 (as the same
      may be amended or supplemented from time to time, the “Statement”), and in the
      related Consent and Letter of Transmittal (as the same may be amended or
      supplemented from time to time, the “Consent and Letter of Transmittal” and,
      together with the Statement, with respect to the Notes, the “Offer”), from each
      Holder of such Notes;

    


    WHEREAS,
      the Offer is conditioned upon, among other things, certain amendments to the
      Indenture and to the Notes set forth in Article Two, Article Three and Article
      Four of this Supplemental Indenture (the “Amendments”) having been approved by
      Holders of a majority of the outstanding principal amount of the Notes and
      a
      supplemental indenture in respect thereof having been executed and
      delivered;

    WHEREAS,
      the Company has received and delivered to the Trustee the consents from Holders
      of more than a majority of the outstanding aggregate principal amount of the
      Notes to effect the Amendments;

    


    WHEREAS,
      the Company and the Guarantor have been authorized by a resolution of their
      respective Board of Directors to enter into this Supplemental Indenture;
      and

    


    WHEREAS,
      all other acts and proceedings required by law, by the Indenture and by the
      charter documents of the Company and the Guarantor to make this Supplemental
      Indenture a valid and binding agreement for the purposes expressed herein,
      in
      accordance with its terms, have been duly done and performed;

    


    NOW,
      THEREFORE, in consideration of the premises and the covenants and agreements
      contained herein, and for other good and valuable consideration the receipt
      of
      which is hereby acknowledged, the Company, the Guarantor and the Trustee hereby
      agree as follows:

    


    ARTICLE
      1

    


    SECTION
      1.01 Definitions

    


    Capitalized
      terms used in this Supplemental Indenture and not otherwise defined herein
      shall
      have the meanings assigned to such terms in the Indenture.

    


    ARTICLE
      2

    


    SECTION
      2.01 Amendments to Table of Contents

    


    (a)
      The
      Table of Contents of the Indenture is amended by deleting the titles to Section
      3.09 and Section 4.02 through Section 4.12 and Section
      4.14 through
4.18 and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (b)
      The
      Table of Contents of the Indenture is amended by deleting the title to Section
      5.02 and replacing it with the following: “Successor Person
      Substituted”.

    


    ARTICLE
      3

    


    SECTION
      3.01 Elimination of Certain Definitions in Article 1

    


    (a)
      Section 1.01 of the Indenture is amended by deleting the definitions “Acquired
      Debt”; “Asset Sale”; “Borrowing Base”; “Cash Equivalents”; “Change of Control”;
“Change of Control Offer”;“Consolidated
      Cash
      Flow”; “Consolidated Net Income”; “Consolidated Tangible Assets”; “Change of
      Control”; “Change of Control Offer”; “Credit AgreementsAgreement”; “Credit
      Facilities”; “Existing Indebtedness”; “Fair Market Value”; “Fixed Charge
      Coverage Ratio”; “Fixed Charges”; “Immaterial Subsidiary”; “Investments”;
“Leverage Ratio”; “Liquidity”, “Management Fees”; “Moody’s”; “Net Income”; “Net
      Proceeds”; “Permitted Business”; “Permitted Investments”; “Permitted Liens”;
“Permitted Payments to Holdco”; “Permitted Refinancing Indebtedness”;
“Principal”; “Related Party”; “Restricted Investment”; “S&P”; “Senior
      Indebtedness”; “Subordinated Indebtedness”; “Subsidiary Guarantee”; “Tax
      Distributions”; and “Weighted Average Life to Maturity” contained therein in
      their entirety.

    


    (b)
      Section 1.02 of the Indenture is amended by deleting the definitions “Affiliate
      Transaction”; “Asset Sale Offer”; “Change of Control Offer”; “Change of Control
      Payment”; “Change of Control Payment Date”; “Excess Proceeds”; “incur”; “Offer
      Amount”; “Offer Period”; “Payment Default”; “Purchase Date”; and “Restricted
      Payments” contained therein in their entirety.

    


    SECTION
      3.02 Elimination of Certain Provisions in Article 3

    


    Section
      3.09 of the Indenture is amended by deleting the text of such Section in its
      entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”

    


    SECTION
      3.03 Amendment and Elimination of Certain Provisions in Article
      4

    


    (a)
      Section 4.02 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (b)
      Section 4.03 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (c)
      Section 4.04 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (d)
      Section 4.05 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (e)
      Section 4.06 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (f)
      Section 4.07 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (g)
      Section 4.08 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (h)
      Section 4.09 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (i)
      Section 4.10 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (j)
      Section 4.11 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (k)
      Section 4.12 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (l)
      Section 4.13 of the Indenture deleting it in its entirety and replacing it
      with
      the following:

    


    “Subject
      to Article 5 hereof, the Company shall do or cause to be done all things
      necessary to preserve and keep in full force and effect its
      existence.”

    


    (m)
      Section 4.14 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (n)
      Section 4.15 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (o)
      Section 4.16 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (p)
      Section 4.17 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (q)
      Section 4.18 of the Indenture is amended by deleting the text of such Section
      in
      its entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (r)
      Section 4.19 of the Indenture is amended by deleting it in its entirety and
      replacing it with the following:

    “The
      Board of Directors of the Company may designate any Restricted Subsidiary to
      be
      an Unrestricted Subsidiary if that designation would not cause a Default or
      an
      Event of Default and is otherwise not prohibited hereunder.

    


    Any
      designation of a Subsidiary of the Company as an Unrestricted Subsidiary will
      be
      evidenced to the Trustee by filing with the Trustee a certified copy of a
      resolution of the Board of Directors giving effect to such designation and
      an
      Officers’ Certificate certifying that such designation complied with the
      preceding conditions and was permitted.”

    


    SECTION
      3.04 Amendment of Certain Provisions in Article 5

    


    (a)
      Section 5.01 of the Indenture is amended by deleting it in its entirety and
      replacing it with the following:

    “The
      Company shall not, directly or indirectly: (1) consolidate or merge with or
      into
      another Person (whether or not the Company is the surviving Person); or (2)
      sell, assign, transfer, convey or otherwise dispose of all or substantially
      all
      of the properties or assets of the Company and its Restricted Subsidiaries
      taken
      as a whole, in one or more related transactions, to another Person,
      unless:

    (1)
      either:

    


    (A)
      the
      Company is the surviving Person; or

    


    (B)
      the
      Person formed by or surviving any such consolidation or merger (if other than
      the Company) or to which such sale, assignment, transfer, conveyance or other
      disposition has been made is a Person organized or existing under the laws
      of
      the United States, any state of the United States or the District of Columbia;
      and

    


    (2)
      the
      Person formed by or surviving any such consolidation or merger (if other than
      the Company) or the Person to which such sale, assignment, transfer, conveyance
      or other disposition has been made assumes all the obligations of the Company
      under the Notes, this Indenture and the Registration Rights Agreement pursuant
      to agreements reasonably satisfactory to the Trustee.”

    


    (b)
      The
      title of Section 5.02 of the Indenture is amended by retitling such section
      as
“Section 5.02. Successor Person Substituted”

    


    SECTION
      3.05 Amendment of Certain Provisions in Article 6

    


    Section
      6.01 of the Indenture is amended by deleting it in its entirety and replacing
      it
      with the following:

    “Each
      of
      the following is an “Event of Default”:

    


    (1)
      default for 30 days in the payment when due of interest on, or Liquidated
      Damages, if any, with respect to, the Notes;

    


    (2)
      default in the payment when due (at maturity, upon redemption or otherwise)
      of
      the principal of, or premium, if any, on, the Notes;

    


    (3)
      [intentionally omitted]

    


    (4)
      [intentionally omitted]

    


    (5)
      [intentionally omitted]

    


    (6)
      [intentionally omitted]

    


    (7)
      the
      Company pursuant to or within the meaning of Bankruptcy Law:

    


    (A)
      commences a voluntary case,

    


    (B)
      consents to the entry of an order for relief against it in an involuntary
      case,

    


    (C)
      consents to the appointment of a custodian of it or for all or substantially
      all
      of its property,

    


    (D)
      makes
      a general assignment for the benefit of its creditors, or

    


    (E)
      generally is not paying its debts as they become due; and

    


    (8)
      a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that:

    


    (A)
      is
      for relief against the Company in an involuntary case;

    


    (B)
      appoints a custodian of the Company or for all or substantially all of the
      property of the Company; or

    


    (C)
      orders the liquidation of the Company;

    


    and
      the
      order or decree remains unstayed and in effect for 60 consecutive
      days.

    


    (9)
      [intentionally omitted]”

    


    SECTION
      3.06 Elimination of Certain Provisions in Article 8

    


    Section
      8.04 of the Indenture is amended by deleting the text of clauses (2) through
      (5)
      in their entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”

    


    SECTION
      3.07 Amendment and Elimination of Certain Provisions in Article
      10

    


    (a)
      Section 10.04 of the Indenture is amended by deleting the text of clauses (1)
      and (2)(b) in their entireties and inserting in lieu thereof the phrase
“[intentionally omitted]” and deleting the word “either” at the beginning of
      clause (2).

    


    (b)
      Section 10.05 of the Indenture is amended by deleting the text of clause (a)
      in
      its entirety and replacing it with the following:

    


    “In
      the
      event of any sale or other disposition of all or substantially all of the assets
      of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
      other disposition of all of the Capital Stock of any Guarantor, in each case
      to
      a Person that is not (either before or after giving effect to such transactions)
      the Company or a Restricted Subsidiary of the Company, then such Guarantor
      (in
      the event of a sale or other disposition, by way of merger, consolidation or
      otherwise, of all of the Capital Stock of such Guarantor) or the corporation
      acquiring the property (in the event of a sale or other disposition of all
      or
      substantially all of the assets of such Guarantor) will be released and relieved
      of any obligations under its Note Guarantee. Upon delivery by the Company to
      the
      Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
      such sale or other disposition was made by the Company in accordance with the
      provisions of this Indenture, the Trustee will execute any documents reasonably
      required in order to evidence the release of any Guarantor from its obligations
      under its Note Guarantee.”

    


    SECTION
      3.08 Elimination of Certain Provisions in Article 11

    


    Section
      11.01 of the Indenture is amended by deleting the text of clause (2) in its
      entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    ARTICLE
      FOUR

    


    SECTION
      4.01 Elimination of Certain Provisions in the Note

    


    The
      Notes
      are deemed to be amended as follows:

    


    (a)
      Section 4 of the Notes is amended by replacing “(the “Indenture”)” with “(as
      amended from time to time, the “Indenture”)”.

    


    (b)
      Section 7 of the Notes is amended by deleting the text of such Section in its
      entirety and inserting in lieu thereof the phrase “[intentionally
      omitted]”.

    


    (c)
      Section 12 of the Notes is amended by deleting the first sentence of such
      section in its entirety and replacing it with the following:

    


    “Events
      of Default include: (i) default for 30 days in the payment when due of interest
      on, or Liquidated Damages, if any, with respect to the Notes; (ii) default
      in
      the payment when due of the principal of, or premium, if any, on, the Notes
      when
      the same becomes due and payable at maturity, upon redemption (including in
      connection with an offer to purchase) or otherwise; and (iii) certain events
      of
      bankruptcy or insolvency with respect to the Company.”

    


    ARTICLE
      FIVE

    


    SECTION
      5.01 Effectiveness of Amendments to Indenture

    


    This
      Supplemental Indenture will become effective immediately upon its execution
      and
      delivery but the amendments in such Supplemental Indenture set forth in Articles
      Two through Four hereof will only become operative immediately prior to the
      acceptance for payment of all Notes that are validly tendered (and not validly
      withdrawn) on or prior to the Consent Payment Deadline (as defined in the
      Statement).

    


    SECTION
      5.02 Continuing Effect of Indenture

    


    Except
      as
      expressly provided herein, all of the terms, provisions and conditions of the
      Indenture and the Notes shall remain in full force and effect.

    


    SECTION
      5.03 Construction of Supplemental Indenture

    


    This
      Supplemental Indenture is executed as and shall constitute an indenture
      supplemental to the Indenture and shall be construed in connection with and
      as
      part of the Indenture.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
      AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

    


    SECTION
      5.04 Trust Indenture Act Controls

    


    If
      any
      provision of this Supplemental Indenture limits, qualifies or conflicts with
      another provision of this Supplemental Indenture or the Indenture that is
      required to be included by the Trust Indenture Act of 1939 as in force at the
      date as of which this Supplemental Indenture is executed, the provision required
      by said Act shall control.

    


    SECTION
      5.05 Trustee Disclaimer

    


    The
      recitals contained in this Supplemental Indenture shall be taken as the
      statements of the Company and the Guarantor, and the Trustee assumes no
      responsibility for their correctness.  The Trustee makes no
      representations as to the validity or sufficiency of this Supplemental
      Indenture.

    


    SECTION
      5.06 Counterparts

    


    This
      Supplemental Indenture may be executed in any number of counterparts, each
      of
      which so executed shall be deemed to be an original, but all such counterparts
      shall together constitute but one and the same instrument.

    


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

    


    


    


    


    


    
      	 	 	
              THE
                GSI GROUP, INC.

            
	 	 	 
	 	 	
              By:
                /s/ William J. Branch

            
	 	 	
              Name:
                William J. Branch

            
	 	 	
              Chairman
                and CEO

            
	 	 	 
	 	 	
              GSI
                HOLDINGS CORP

            
	 	 	 
	 	 	
              By:
                /s/ William J. Branch

            
	 	 	
              Name:
                William J. Branch

            
	 	 	
              Chairman
                and CEO

            
	 	 	 
	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 	 	 
	 	 	
              By:
                /s/ Richard Prokosch

            
	 	 	
              Name:Richard
                Prokosch

            
	 	 	
              Title:Vice
                President