On February 1, 2013, GSI Group Inc. (the "Company") and the Company's wholly owned subsidiaries, GSI Group Corporation, as Borrower, and NDS Surgical Imaging, LLC, as New Borrower, entered into a joinder and amendment agreement (the "Joinder and Amendment Agreement") to the Amended and Restated Credit Agreement, dated December 27, 2012, by and among GSI Group Corporation, GSI Group Inc., Bank of America, N.A., as Administrative Agent, Swing Line Linder, L/C Issuer and lender, Silicon Valley Bank, as Syndication Agent and lender, HSBC Bank USA, N.A. as Documentation Agent and lender, and JPMorgan Chase Bank, N.A., TD Bank, N.A., and Brown Brothers Harriman & Co., each as lenders (the "Amended and Restated Credit Agreement").

The Joinder and Amendment Agreement joins NDS Surgical Imaging, LLC as a co-Borrower under the Amended and Restated Credit Agreement, amends certain other provisions of the Amended and Restated Credit Agreement to reflect such change and expands certain existing exceptions to the negative covenants related to debt and investments.

This description of the Joinder and Amendment Agreement is qualified in its entirety by reference to the full text of the Joinder and Amendment Agreement, a copy of which is filed with this Current Report on Form 8-K (this "Current Report") as Exhibit 10.1 and is incorporated herein by reference.

The information set forth in Item 1.01 in connection with the Joinder and Amendment Agreement is incorporated in this Item 2.03 by reference.

(d) Exhibits:

Exhibit
   #                                      Description

10.1         Joinder and Amendment Agreement, dated as of February 1, 2013, by and
             among GSI Group Corporation, NDS Surgical Imaging, LLC, GSI Group
             Inc., Bank of America, N.A., as Administrative Agent, Swing Line
             Lender and L/C Issuer, and the other lenders party thereto.