Exhibit 10.1


 


STOCK REPURCHASE AGREEMENT


 


This
Stock Repurchase Agreement (this “Agreement”) is made as of the 5th day
of November, 2010, by and among
GT Solar International, Inc., a Delaware corporation (the “Company”)
and GT Solar Holdings, LLC, a Delaware limited liability company (the “Seller”).


 


WHEREAS,
the Seller owns the number of shares of Company common stock, par value $.01
per share (the “Common Stock”), set forth opposite the Seller’s name on Schedule
I hereto;


 


WHEREAS,
the Seller wishes to transfer and sell to the Company, and the Company wishes
to repurchase from the Seller the
number of shares of Common Stock (the “Shares”) set forth
opposite the Seller’s name and classified as the Total Shares on Schedule II
hereto, on the terms and subject to the conditions set forth in this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein set
forth, and for good and valuable consideration, the parties hereto agree as
follows:


 


1.             Purchase and
Sale of Shares


 


(a)       At the Closing (as defined
below), and subject to the terms and conditions hereof, the Seller will
transfer to the Company, and the Company will repurchase from the Seller, all
of the Shares.  In connection with such transfer,
the Seller will cause the Shares to be sold by the Seller to be transferred to
the Transfer Agent on behalf of the Company (as provided in Section 2(a),
below).  In exchange for the transfer of
the Shares, the Company will pay the Seller a per Share price of $7.6606, or an aggregate of $203,004,668 (the “Repurchase
Consideration”); provided, however, that in no event
shall the per Share price paid to the Seller for the Shares exceed the price per share pursuant to which the
Seller transfers and sells up to 7,000,000 shares of the Company’s Common Stock
to the Bank Investors (as defined below) on the date of or the date immediately
following the Closing.


 


(b)       The closing of the purchase
and sale of the Shares (the “Closing”) shall take place on November 12, 2010 at the offices
of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston,
Massachusetts 02199, or at such other time or place as the parties shall
mutually agree.


 


2.             Deliveries at
Closing.


 


(a)       The Seller shall cause the
Shares to be transferred to Mellon Investor Services LLC (operating with the
service name BNY Mellon Shareowner Services) (the “Transfer Agent”) on
behalf of the Company by book entry accompanied by a medallion signature
guarantee.


 


(b)       The Company shall deliver or
cause to be delivered to the Seller:


 


(i)            On the date of Closing, the
portion of the Repurchase Consideration attributable to those Shares classified
as Firm Shares on Schedule II hereto, to be paid by check or wire transfer in
immediately available funds to an account designated by the Seller.


 

















 


(ii)           On or prior to December 10,
2010 (the “Deferred Payment Date”), the portion of the Repurchase
Consideration attributable to those Shares classified as Incremental Shares on
Schedule II hereto, to be paid by check or wire transfer in immediately
available funds to an account designated by the Seller (“Deferred Payment”).  The Deferred Payment amount shall not bear
interest between the date of Closing and the Deferred Payment Date but shall
bear interest thereafter (in an amount equal to the prime rate as published in
the Wall Street Journal on the date of the Closing) if the Company defaults in
its obligation to make the Deferred Payment by the Deferred Payment Date.


 


3.             Company
Representations.  In
repurchasing the Shares, the Company acknowledges, represents and warrants to
the Seller that:


 


(a)       The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Delaware.  The Company has the
corporate power, capacity and authority to enter into, execute, deliver and
perform its obligations under this Agreement.


 


(b)       This Agreement has been duly
authorized by the Company, acting through a special committee of the Board of
Directors of the Company established for the purpose of reviewing the transactions
contemplated by this Agreement and comprised solely of disinterested directors,
has been duly executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms.


 


(c)       The repurchase of the Shares
by the Company will not conflict with, result in a material breach or violation
of, or constitute a default under, any law applicable to the Company or the
charter documents of the Company or other agreement or instrument to which the
Company is a party or bound, or any judgment, order or decree applicable to the
Company of any court, regulatory body, administrative agency, governmental body
or arbitrator having jurisdiction over the Company.


 


(d)       No consent, approval,
authorization or order of any court or governmental agency or body is required
for the consummation by the Company of the repurchase of the Shares hereunder.


 


(e)       Except for the express
representations and warranties contained in this Agreement, none of the Seller,
nor any of its affiliates, attorneys, accountants and financial and other
advisors, has made any representations or warranties to the Company.


 


4.             Seller
Representations.  The Seller
acknowledges, represents and warrants to the Company that:


 


(a)       The Seller is a limited
liability company validly existing and in good standing under the laws of the
State of Delaware.  The Seller has full
limited liability company power, capacity and authority to enter into, execute,
deliver and perform its obligations under this Agreement.


 


(b)       This Agreement has been duly
authorized, executed and delivered by the Seller and constitutes the legal,
valid and binding obligation of the Seller, enforceable against the Seller in
accordance with its terms.


 


(c)       The Seller is the record and
beneficial owner of the shares of the Company’s Common Stock set forth opposite
the Seller’s name on Schedule I, and upon the Closing will transfer to
the Company good and marketable title to all of the Shares owned by the Seller,
free and clear of any liens, claims, security interests, restrictions, options
or other encumbrances of any kind.  The
Seller has not granted any option of 


 


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any sort with respect to the Shares owned by the
Seller or any right to acquire the Shares owned by the Seller or any interest
therein other than to the Company under this Agreement.


 


(d)       The transfer and sale of the
Shares owned by the Seller will not conflict with, result in a breach or
violation of, or constitute a default under, any law applicable to the Seller
or the certificate of formation or limited liability company agreement of the
Seller or the terms of any indenture or other agreement or instrument to which
the Seller is a party or bound, or any judgment, order or decree applicable to
the Seller of any court, regulatory body, administrative agency, governmental
body or arbitrator having jurisdiction over the Seller.


 


(e)       No consent, approval,
authorization or order of any court or governmental agency or body is required
for the consummation by the Seller of the sale of the Shares owned by the
Seller to the Company hereunder.


 


(f)        The Seller has independently
investigated and evaluated the value of the Shares it owns and has received
from the Company, among other information, information regarding the Company’s
results of operations for the quarter ended October 2, 2010 and certain
projections regarding the Company’s future financial performance.  The Seller has had full opportunity to ask
questions of the Company related thereto. 
Based upon its independent analysis, together with information obtained
from sources other than the Company and its affiliates, the Seller has reached
its own business decision to effect the sale of Shares owned by the Seller
contemplated hereby.


 


(g)       The Seller is sophisticated
and capable of understanding and appreciating, and does understand and
appreciate, that future events may occur that could increase the price of the
Shares, and that the Seller would be deprived of the opportunity to participate
in any gain that might have resulted if the Seller had not transferred the
Shares owned by the Seller to the Company hereunder.


 


(h)       The Seller has not engaged
any investment banker, broker, or finder in connection with the repurchase of
Shares hereunder and no broker’s or similar fee is payable by the Seller or any
of its affiliates in connection with the transfer of the Shares owned by the
Seller hereunder.


 


(i)        The Seller has not taken,
directly or indirectly, any action designed to or that would constitute or that
might reasonably be expected to cause or result in, under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise,
stabilization or manipulation of the price of any security of the Company in
connection with the transfer of the Shares owned by the Seller hereunder.


 


(j)        Except for the express
representations and warranties contained in this Agreement, none of the
Company, nor any of its affiliates, attorneys, accountants and financial and
other advisors, has made any representations or warranties to the Seller.


 


5.             Conditions to
the Company’s Obligations.


 


(a)           The obligations of the
Company under Section 1 to purchase the Shares at the Closing from
the Seller are subject to the fulfillment as of the Closing of each of the
following conditions unless waived by the Company in accordance with Section 10(f):


 


(i)            Representations and
Warranties.  The
representations and warranties of the Seller contained in Section 4
shall be true and correct in all material respects on and as of the date of the
Closing with the same effect as though such representations and warranties had
been made on and as of the date of the Closing.


 


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(ii)           Performance.  The Seller shall have performed and complied
in all material respects with all agreements, obligations, and conditions
contained in this Agreement that are required to be performed or complied with
by them on or before the date of the Closing.


 


(iii)          Delivery of Shares.  The Seller shall have caused the Shares to be
delivered to the Transfer Agent on behalf of the Company, free and clear of any
liens, claims or encumbrances, along with all stock powers, assignments or any
other documents, instruments or certificates necessary for a valid transfer.


 


(iv)          Board Resignation.  J. Bradford Forth and R. Chad Van Sweden
shall have tendered their resignations to the Company’s Board of Directors on
the date hereof which resignations shall be effective as of the Closing.


 


6.             Conditions to
the Seller’s Obligations.


 


(a)           The obligations of the Seller under Section 1
to sell the Shares at the Closing are subject to the fulfillment as of the
Closing of each of the following conditions unless waived by the Seller in
accordance with Section 10(f):


 


(i)            Representations and
Warranties. The representations and warranties of the Company
contained in Section 3 shall be true and correct in all material
respects as of the date of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of the
Closing.


 


(ii)           Performance. The Company
shall have performed and complied in all material respects with all agreements,
obligations and conditions contained in this Agreement that are required to be
performed or complied with by it on or before the date of the Closing.


 


(iii)          Concurrent Sale.  The concurrent sale of up to seven million
(7,000,000) shares of the Company’s Common Stock by the Seller pursuant to Rule 144
or otherwise to or through one or more investment banks (or their affiliated
entities) (each, a “Bank Investor” and collectively, the “Bank
Investors”) shall have occurred such that OCM/GFI Power Opportunities Fund
II, L.P. and OCM/GFI Power Opportunities Fund II (Cayman), L.P. (collectively,
the “Power Funds”) do not beneficially own more than 9.8% of the Company’s
Common Stock outstanding immediately following the sale of the Repurchase
Shares to the Company and the sale of common shares to such Bank Investors.


 


7.             Concurrent Sale
Limitation.  The Seller
agrees that it shall sell no more than seven million (7,000,000) shares of the
Company’s Common Stock to the Bank Investors on or prior to November 12,
2010.


 


8.             Other
Repurchases.  The Company
shall not purchase shares of the Company’s Common Stock (other than the Shares)
before the six month anniversary of the date of Closing, if the effect of such
purchase or purchases would be to increase the aggregate beneficial ownership
of the Power Funds of shares of the Company’s Common Stock, determined under Section 16
of the Exchange Act, to greater than ten percent (10%) of the shares of the
Company’s Common Stock outstanding.


 


9.             Registration
Rights.  The Company agrees to maintain
its current registration statement with respect to the sale of Common Stock
effective and available for use for ninety calendar days after the Closing by
the Seller or the Power Funds for the resale of the shares of Common Stock held
by the Seller or the Power Funds following Closing and agrees to file promptly
upon request any amendment to such 


 


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registration
statement and to take such further action as may be required to add the Power
Funds as selling stockholders thereunder and to maintain such amended
registration statement effective and available for use by the Power Funds
through the ninetieth calendar day following the Closing (the “Continuing
Registration”).  The Company and the
Seller agree to take such action as may be necessary to cause the Amended and
Restated Registration Rights Agreement, dated as of July 1, 2008, among
the Company and the persons on the signature page thereto (“Registration
Rights Agreement”), to terminate ninety-one (91) calendar days after the
date of Closing; provided, however, that from the date hereof to
the termination date of the Registration Rights Agreement, the parties hereto
agree that the Company shall not be required to (i) pay any fees or
expenses (including Registration Expenses, as that term is defined in the
Registration Rights Agreement) in connection with the Continuing Registration
other than the fees and expenses of its own legal counsel and its accountants
or (ii) make its senior executives available for participation in any “roadshow”
or similar meeting with potential investors. 
After the date hereof, the Seller hereby agrees that it shall bear all
Registration Expenses associated with the Continuing Registration (other than
the fees and expenses of the Company’s legal counsel and the Company’s
accountants).


 


10.           Miscellaneous.


 


(a)       This Agreement contains the
entire agreement between the parties hereto with respect to the subject matter
of this Agreement and supercedes any and all prior agreements related to the
subject matter hereof.  This Agreement is
executed without reliance upon any promise, warranty or representation by any
party or any representative of any party other than those expressly contained
herein.  The respective agreements,
representations, warranties and other statements of the Company and the Seller,
as set forth in this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof)
made by or on behalf of the Company or the Seller or any of their respective officers,
directors or affiliates, and shall survive delivery of and payment for the
Shares.  This Agreement may not be
assigned by the Seller without the written consent of the Company and any such
assignment without its written consent shall be void.


 


(b)       Each of the parties hereto
acknowledge and agree that they shall each bear their own respective costs in
connection with the negotiation and finalization of this Agreement and the
consummation of the transactions as contemplated by this Agreement, including,
but not limited to any costs of legal counsel in connection therewith.


 


(c)       This Agreement may be
amended only by written agreement among the parties hereto.


 


(d)       Each party agrees to execute
any additional documents and to take any further action as may be necessary or
desirable in order to implement the transactions contemplated by this
Agreement.


 


(e)       This Agreement shall be
governed by and construed under the domestic, substantive laws of the State of
New York (without giving effect to any conflict of law or other aspect of New
York law that might result in the application of any law other than that of the
State of New York).


 


(f)        It is agreed that no delay
or omission to exercise any right, power or remedy accruing to any party upon
any breach or default of any other party under this Agreement shall impair any
such right, power or remedy, nor shall it be construed to be a waiver of any
such breach or default, or any acquiescence therein, or of any similar breach
or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.  It is further
agreed that any waiver, permit, consent or approval of any kind or character of
any breach or default under this Agreement, or any waiver of any provisions or
conditions of this Agreement must be in writing and 


 


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shall be effective only to the extent specifically
set forth in writing, and that all remedies, either under this Agreement, by
law or otherwise, shall be cumulative and not alternative.


 


(g)       This Agreement may be
executed in one or more counterparts, each of which constitutes an original and
is admissible in evidence, and all of which constitute one and the same
agreement.


 


(h)       Each party shall bear its
own expenses incurred in connection with this Agreement and the consummation of
the transactions contemplated hereby.


 


[Remainder of Page Intentionally
Left Blank]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first set forth above.


 


 


	
   

  	
  GT SOLAR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  TOM GUTIERREZ

  
	
   

  	
  Name:
  Tom Gutierrez

  
	
   

  	
  Title:
  President and Chief Executive Officer

  



 

















 


	
   

  	
  GT SOLAR HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:
  OCM/GFI Power Opportunities Fund II L.P.

  
	
   

  	
  Its:
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:
  OCM Power Opportunities Fund II GP, L.P.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:
  Oaktree Fund GP I, L.P.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  IAN SCHAPIRO

  
	
   

  	
   

  	
  Name: Ian Schapiro

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. CHAD VAN SWEDEN

  
	
   

  	
   

  	
  Name: R. Chad Van
  Sweden

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By:
  OCM/GFI Power Opportunities Fund II (Cayman), L.P.

  
	
   

  	
  Its:
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:
  OCM Power Opportunities Fund II GP (Cayman) Ltd.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:
  OCM Power Opportunities Fund II GP, L.P.

  
	
   

  	
  Its:
  Director

  
	
   

  	
   

  
	
   

  	
  By:
  Oaktree Fund GP I, L.P.

  
	
   

  	
  Its:
  General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  IAN SCHAPIRO

  
	
   

  	
   

  	
  Name: Ian Schapiro

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  R. CHAD VAN SWEDEN

  
	
   

  	
   

  	
  Name: R. Chad Van
  Sweden

  
	
   

  	
   

  	
  Title: Vice President

  



 


[Signature
Page to Stock Purchase Agreement]


 

















 


Schedule I


 


Ownership of Shares


 


	
  Entity

  	
   

  	
  Number of Shares of

  Common Stock

  	
   

  
	
  GT Solar Holdings, LLC

  	
   

  	
  51,138,149

  	
   

  



 

















 


Schedule II


 


Shares to be Repurchased


 


	
  Entity

  	
   

  	
  Share

  Classification

  	
   

  	
  Number of Shares

  of Common Stock

  	
   

  	
  Repurchase

  Consideration

  	
   

  
	
  GT Solar Holdings, LLC

  	
   

  	
  Firm Shares

  	
   

  	
  26,500,000

  	
   

  	
  $

  	
  203,004,668

  	
   

  
	
   

  	
   

  	
  Incremental Shares

  	
   

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
  Total Shares

  	
   

  	
  26,500,000

  	
   

  	
  $

  	
  203,004,668