FTI Consulting 3 Times Square 11th Floor New York, NY 10036 212.247.1010 telephone 212.841.9350 facsimile www.fticonsulting.comGsi Group Inc • May 18th, 2010 • Miscellaneous electrical machinery, equipment & supplies • New York
The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between GSI Group, Inc., GSI Group Corporation and MES International, Inc. (collectively, the “Client”) and FTI Consulting, Inc. (“FTI”) concerning the Client’s engagement of FTI to provide certain temporary employees to the Client to provide post-petition crisis and turnaround management services (the “Services”) in connection with Client’s current cases under Title 11, Chapter 11 of the United States Code (“Chapter 11”) which are being jointly administered under case 09-14109 in the District of Delaware (the “Court”). This Agreement is effective on May 6th, 2010 (the “Effective Date”). The FTI Standard Terms and Conditions attached hereto as Exhibit “A” are also incorporated herein and forms part of this Agreement.
BACKSTOP COMMITMENT AGREEMENTBackstop Commitment Agreement • May 18th, 2010 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
BACKSTOP COMMITMENT AGREEMENT (this “Agreement”), dated as of May 14, 2010, by and among GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada, which, as of the Effective Date (as defined below), shall be renamed Excel Technology, Inc. (the “Company”), and the investors identified on Schedule I hereto (each, a “Backstop Investor” and, collectively, the “Backstop Investors”).
RESTRUCTURING PLAN SUPPORT AGREEMENTRestructuring Plan Support Agreement • May 18th, 2010 • Gsi Group Inc • Miscellaneous electrical machinery, equipment & supplies • New York
MES International, Inc., GSI Group Inc. and GSI Group Corporation, debtors and debtors in possession in the above-captioned chapter 11 cases for which joint administration has been granted, hereby collectively and jointly propose the following chapter 11 plan of reorganization:
