exhibit10104302015







April 29, 2015      GT Advanced Technologies Inc.   243 Daniel Webster Highway   Merrimack, New Hampshire 03054   Attention: Kanwardev R. Bal, Chief Financial Officer      $95,000,000 Debtor-in-Possession Term Loan Facility   Second Amendment to Amended and Restated Commitment Letter   Ladies and Gentlemen:   This Second Amendment to Amended and Restated Commitment Letter (the “Second   Amendment”) amends certain provisions in the Amended and Restated Commitment Letter   (including the Term Sheet (as defined therein) and the other attachments thereto) dated as of   March 17, 2015 by and among GT Advanced Technologies Inc. (“you” or the “Borrower”) and   the commitment parties listed on Schedule I thereto (“us”, “we” or the “Commitment Parties”),   as amended by the Amendment to Amended and Restated Commitment Letter dated as of April   17, 2015  (the “Existing Commitment Letter”).  Capitalized terms used herein and not otherwise   defined herein shall have the meanings assigned to them in the Existing Commitment Letter,   unless the context shall otherwise require.      We hereby agree to amend the Existing Commitment Letter as follows:   1. Clause (d) of the last paragraph of the Existing Commitment Letter shall be deleted   in its entirety and replaced with the following:       “(d) a copy of (i) the DIP Order entered by the Bankruptcy Court, which order shall   be in form and substance reasonably satisfactory to the Commitment Parties (and   which order shall be in full force and effect and shall not be stayed or modified) and   (ii) an order entered by the Bankruptcy Court approving an intercompany   agreement between and among the Borrower and certain of its subsidiaries,   including GT Advanced Technologies Limited, resolving certain intercompany   disputes and/or providing for the allocation of proceeds from the sales of ASF   Furnaces and other assets (the “Intercompany Agreement”); provided, that solely to   the extent the Intercompany Agreement requires any modification to the terms and   conditions of the DIP Facility as set forth in the Term Sheet, such order shall be in   form and substance satisfactory to the Commitment Parties, each of (i) and (ii) by   no later than June 12, 2015.”      2. The last sentence of the last paragraph of the Existing Commitment Letter shall be   deleted in its entirety and replaced with the following:      “In addition, the commitment and agreements of the Commitment Parties hereunder   shall expire at 5:00 p.m. (New York City time) on June 15, 2015 (the “Termination   Date”) unless, prior to that time, the Closing Date shall have occurred and the   Debtors shall have paid to the Commitment Parties and the Agent the fees that are     





 







      2      specified in this Commitment Letter and the Term Sheet to be due on or prior to the   Closing Date.”      3. The Term Sheet attached to the Existing Commitment Letter shall be amended by   adding a new section titled “Extension Put Option Premium” immediately after the   section titled “Put Option Premium” as follows:   “Extension Put Option    Premium: 1.04%, 24% of which will be added to the principal amount   of the DIP Loans and 76% of which will be paid in cash,   fully earned and payable to the Backstop Lenders upon the   earlier of (i) the Closing Date and (ii) the termination of the   Commitment Letter due to the failure for the Closing to   occur as a result of Borrower’s action or inaction   (including, without limitation, Borrower’s determination   not to enter into the Definitive Financing Documentation or   Borrower’s request to modify the terms of the DIP Facility   in a manner inconsistent with the Commitment Letter or the   Term Sheet) but solely as a result of a material sale of ASF   Furnaces prior to the Closing Date.  To the extent the   Extension Put Option Premium is earned and payable under   clause (ii) above, such premium shall be payable entirely in   cash.  If any Backstop Lender shall fail to fund its   commitment under the Commitment Letter upon   satisfaction of the conditions precedent set forth therein and   the other Backstop Lenders are required to fund the   Unfunded Amount (as defined in the Commitment Letter),   the Extension Put Option Premium allocated to such   defaulting Backstop Lender shall be reallocated to the other   Backstop Lenders based on the amount of the Unfunded   Amount provided by each such Backstop Lender.  For the   avoidance of doubt, the Put Option Premium was earned   upon entry of the Commitment Letter Order on March 20,   2015.”   This Second Amendment will be effective as of the date hereof, subject to the execution   and delivery of this Second Amendment by the Borrower and each Commitment Party; provided,   that this Second Amendment will terminate and be of no force and effect if a Bankruptcy Court   order authorizing the Borrower’s entry into this Second Amendment is not entered by May 12,   2015.   Notwithstanding anything contained herein, this Second Amendment (a) is a limited   amendment, (b) is effective only with respect to the specific instance and the specific purpose for   which it is given, (c) shall not be effective for any other purposes, and (d) does not constitute the   basis for a waiver and, except as expressly set forth in the second paragraph of this Second   Amendment, does not constitute an amendment of any of the provisions of the Existing   Commitment Letter.  Except as expressly provided in the second paragraph of this Second     





 







      3      Amendment, all of the terms and conditions of the Existing Commitment Letter remain in full   force and effect and none of such terms and conditions are, or shall be construed as, otherwise   amended or modified.     





 







[Signature Page to Commitment Letter]   Very truly yours,         Whitebox Asymmetric Partners, L.P.   By:  Whitebox Asymmetric Advisors, LLC   its General Partner   By:  Whitebox Advisors LLC its Managing   Member         By: /s/Mark Strefling                                          Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         Whitebox Concentrated Convertible   Arbitrage Partners L.P.   By:  Whitebox Concentrated Convertible   Arbitrage Advisors, LLC its General Partner   By:  Whitebox Advisors LLC its Managing   Member         By: /s/Mark Strefling                                                   Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         Whitebox Credit Arbitrage Partners, L.P.   By:  Whitebox Credit Arbitrage Advisors,   LLC its General Partner   By:  Whitebox Advisors LLC its Managing   Member         By: /s/Mark Strefling                                            Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         Whitebox Multi-Strategy Partners L.P.   By:  Whitebox Multi-Strategy Advisors,   LLC its General Partner   By:  Whitebox Advisors LLC its Managing   Member         By: /s/Mark Strefling                                            Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         Pandora Select Partners, L.P.   By:  Pandora Select Advisors, LLC its   General Partner   By:  Whitebox Advisors LLC its Managing   Member         By: /s/Mark Strefling                                          Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         Whitebox Institutional Partners, LP   By:  Whitebox Advisors LLC; its Managing   Member         By: /s/Mark Strefling                                            Name:  Mark Strefling   Title:    Chief Operating Officer         





 







[Signature Page to Commitment Letter]   Aristeia Capital L.L.C.   on behalf of funds managed by it:            By: /s/William R. Techar                                            Name:  William R. Techar   Title:    Manager, Aristeia Capital, L.L.C.         By: /s/Anthony M. Frascella                                           Anthony M. Frascella   Title:  Manager, Aristeia Capital, L.L.C.            





 







[Signature Page to Commitment Letter]   QPB Holdings Ltd.            By: /s/Thomas O’Grady                                            Name:  Thomas O’Grady   Title:    Attorney-In-Fact         





 







[Signature Page to Commitment Letter]   WOLVERINE FLAGSHIP FUND   TRADING LIMITED      By:  Wolverine Asset Management, LLC,   its Investment Manager         By: /s/Andy Sudjak                                            Name:  Andy Sudjak   Title:   Authorized Signatory         





 







[Signature Page to Commitment Letter]   JEFFERIES LLC         By: /s/Paul J. Loomis                                            Name:  Paul J. Loomis   Title:    Managing Director         





 







[Signature Page to Commitment Letter]   PINE RIVER FIXED INCOME MASTER FUND LTD.   By:  Pine River Capital Management L.P.   Its:  Investment Manager      By: /s/Jeff Stolt                                              Name:  Jeff Stolt   Title:    Chief Financial Officer      PINE RIVER DEERWOOD FUND LTD.   By:  Pine River Capital Management L.P.   Its:  Investment Manager      By: /s/Jeff Stolt         Name:  Jeff Stolt   Title:    Chief Financial Officer      PINE RIVER CONVERTIBLES MASTER FUND   LTD.   By:  Pine River Capital Management L.P.   Its:  Investment Manager      By: /s/Jeff Stolt         Name:  Jeff Stolt   Title:    Chief Financial Officer      PINE RIVER MASTER FUND LTD.   By:  Pine River Capital Management L.P.   Its:  Investment Manager      By: /s/Jeff Stolt         Name:  Jeff Stolt   Title:    Chief Financial Officer         





 







[Signature Page to Commitment Letter]   Very truly yours,         AQR Opportunistic Premium Offshore   Fund, L.P.      By:  AQR Capital Management, LLC, as   Investment Manager   By: /s/Brendan R. Kalb       Name:  Brendan R. Kalb   Title:    Managing Director, General   Counsel, & Authorized Signatory         





 







[Signature Page to Commitment Letter]   Very truly yours,         AQR Funds – AQR Diversified Arbitrage   Fund      By: /s/Brendan R. Kalb       Name:  Brendan R. Kalb   Title:    Executive Vice President,   Secretary, & Authorized Signatory         





 







[Signature Page to Commitment Letter]   Very truly yours,         Hare & Co.      o/b/o Advanced Series Trust – AST   Academic Strategies Asset Allocation   Portfolio      By:  AQR Capital Management, LLC, as   Investment Manager, solely o/b/o its   Diversified Arbitrage Investment Sleeve      By: /s/Brendan R. Kalb       Name:  Brendan R. Kalb   Title:    Managing Director, General   Counsel, & Authorized Signatory         





 







[Signature Page to Commitment Letter]   Advantage Opportunities Fund, L.P.      By:  Advantage Capital Management LLC,   its Investment Manager      By: /s/Irvin Schlussel       Name:  Irvin Schlussel   Title:    Managing Partner         





 







[Signature Page to Commitment Letter]   New Generation Turnaround Fund   (Bermuda) LP      By: /s/Carl E. Owens III       Name:  Carl E. Owens III   Title:    Vice President of the General   Partner         





 







[Signature Page to Commitment Letter]   Brandytrust Multi-Strategy NGA LLC         By: /s/Carl E. Owens III       Name:  Carl E. Owens III   Title:    Vice President of the   Investment Manager         





 







[Signature Page to Commitment Letter]   Permal New Generation Turnaround   Fund Ltd.         By: /s/Carl E. Owens III       Name:  Carl E. Owens III   Title:    Vice President of the   Investment Manager         





 







[Signature Page to Commitment Letter]   Sciens Group Alternative Strategies PCC   Limited acting in respect of its Olive Zeta Cell      By: /s/Carl E. Owens III       Name:  Carl E. Owens III   Title:    Vice President of the Investment   Manager         





 







[Signature Page to Commitment Letter]   New Generation Limited Partnership         By: /s/Carl E. Owens III        Name:  Carl E. Owens III   Title:    Vice President of the General Partner         





 







[Signature Page to Commitment Letter]   Latigo Ultra Master Fund, Ltd   Latigo Advisors Master Fund, Ltd   Crown Managed Accounts SPC acting for and   on behalf of Crown/Latigo Segregated   portfolio      By:  Latigo Partners LP         By: /s/Scott McCabe       Name:  Scott McCabe   Title:    Authorized Signatory                  Latigo Partners MA2, L.P.      By:  Latigo GP LLC      By: /s/Scott McCabe       Name:  Scott McCabe   Title:    Authorized Signatory         





 







[Signature Page to Commitment Letter]   GT Advanced Technologies, Inc.            By: /s/Hoil Kim          Name:  Hoil Kim   Title: Vice President, Chief Administrative Officer   and General Counsel