Exhibit 10.1
February __, 2009
VIA
FACSIMILE
GSI Group Corporation
125 Middlesex Turnpike
Bedford, Massachusetts 01730
Attention: Chief Executive Officer
Facsimile: 781-266-5115
Gentlemen:
Reference is made to the Indenture,
dated as of August 20, 2008 (the “ Indenture
”), by and among GSI Group Corporation, a Delaware
corporation (the “ Company ”), GSI Group, Inc.,
Eagle Acquisition Corporation and The Bank of New York Mellon Trust
Company, N.A., as trustee (the “ Trustee ”),
pursuant to which the Company issued its 11% Senior Notes due 2013
(the “ Notes ”). All capitalized terms used in
this letter and not otherwise defined herein shall have their
respective meanings set forth in the Indenture.
The Company has received notices of
its failure to file its Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 2008 within the time
period specified by the rules and regulations of the SEC as
required by Section 4.02 of the Indenture (the “
Filing Failure ”) from certain holders of the Notes.
The notices purport that an Event of Default under the Indenture
shall have occurred pursuant to Section 6.01(4) as of
February 2, 2009 (the “ Filing Failure Default
”).
The undersigned,
___________________________ (the “ Investors ”),
as holders of $______________ in aggregate principal amount of the
Notes, hereby agree, subject to the agreement by the Company to the
Forbearance Conditions (as defined below), to forbear (the “
Forbearance ”) from taking any action or exercising
any of their remedies under the Indenture with respect to the
Filing Failure Default until the earlier of (a) the date on
which any Default or Event of Default (other than the Filing
Failure Default) shall occur or exist, including, without
limitation, any Default or Event of Default arising from the
failure to comply with the terms and provisions contained in this
letter and (b) February 27, 2009 (such period being
hereinafter called, the “ Forbearance Period
”).
The effectiveness of the Forbearance
is subject to the continued satisfaction of the following terms and
conditions (the “ Forbearance Conditions
”):
(1) To the extent one or more
holders of the Notes holding at least 51% of the principal amount
of the Notes outstanding on the date hereof elect to retain the
services of one financial advisor to advise and assist any holder
of the Notes requesting such advice and assistance in connection
with its investigation of the Company’s and its
subsidiaries’ financial and accounting issues and condition
and other issues with respect to the Company and/or any of
its
subsidiaries (the “ Noteholder
Advisor ”), the Company shall agree to promptly pay all
of the reasonable fees and expenses of the Noteholder Advisor,
which may require the Company to enter into a standard fee letter
and indemnification agreement with the Noteholder Advisor. Each
holder of the Notes shall be entitled to determine whether or not
it elects to receive the advice or assistance of the Noteholder
Advisor. In addition, the Company shall retain the services of a
second financial advisor (the “Company Advisor”) no
later than February 20, 2009, at its sole expense, to assist
management and the Board of Directors in analyzing the
Company’s business and available strategic
alternatives.
(2) Upon request, the Company shall
(a) furnish to the Noteholder Advisor, the Co
