the Credit Agreement and other Loan Documents.
F-1
Form of Guaranty Supplement
(d) Annexed hereto are supplements to certain schedules to the Credit Agreement
(as specified in Appendix A hereto) with respect to the New Guarantor. Such
supplements shall be deemed to be part of the Credit Agreement.
(e) Each reference to a "Guarantor" or "Loan Party" in the Credit Agreement and
other Loan Documents shall be deemed to include the New Guarantor.
Section 3. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall become effective when the Administrative
Agent shall have received a counterpart of this Agreement that bears the
signature of the New Guarantor. Delivery of an executed signature page to this
Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.
Section 4. Effect on Loan Documents. Except as expressly supplemented hereby,
the Credit Agreement and each other Loan Document shall each remain in full
force and effect.
Section 5. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREOF.
[signature pages follow]
F-2
Form of Guaranty Supplement
IN WITNESS WHEREOF, the New Guarantor has caused this Agreement to be duly
executed and delivered as of the day and year first above written.
[
]. By:
Name:
Title:
F-3
Form of Guaranty Supplement
APPENDIX A
SUPPLEMENTS TO SCHEDULES TO CREDIT AGREEMENT
EXHIBIT F-2
FORM OF HOLDINGS GUARANTY
[Reserved].
EXHIBIT G-1
FORM OF SECURITY AGREEMENT
[Reserved].
EXHIBIT G-2
FORM OF UK SECURITY AGREEMENT
[Reserved].
EXHIBIT G-3
FORM OF CANADIAN SECURITY AGREEMENT
[Reserved].
EXHIBIT H
FORM OF MORTGAGE
[Reserved].
EXHIBIT I
[RESERVED]
I-2
Form of Borrowing Base Certificate
EXHIBIT J
FORM OF FOREIGN LENDER CERTIFICATE16
Reference is made to that certain Amended and Restated Credit Agreement, dated
as of December 27, 2012 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among GSI Group
Corporation, a Michigan corporation (the "Borrower"), GSI Group Inc., a company
continued and existing under the laws of the Province of New Brunswick, Canada,
the other Guarantors from time to time party thereto, the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer
and Swing Line Lender, Silicon Valley Bank as Syndication Agent and HSBC Bank
USA, N.A. as Documentation Agent. Pursuant to the provisions of Section 3.01(e)
of the Credit Agreement, the undersigned hereby certifies that (i) it is the
sole record and beneficial owner of the Loans in respect of which it is
providing this certificate, (ii) it is not a "bank"