exhibit101







108645358 v30      March 17, 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   Amended and Restated Commitment Letter   Ladies and Gentlemen:   This amended and restated commitment letter (including the Term Sheet (as defined   below) and the other attachments hereto, this “Commitment Letter”) amends, restates and   supersedes that certain commitment letter dated as of March 13, 2015 from the commitment   parties listed on Schedule I thereto to you.      On October 6, 2014 (the “Petition Date”), GT Advanced Technologies (“you” or the   “Borrower”) and certain of its subsidiaries (collectively, the “Debtors” and each a “Debtor”)   filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11   U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy Code”) in the United States Bankruptcy   Court for the District of New Hampshire (the “Bankruptcy Court”). In connection with the   foregoing, you have requested that the parties listed on Schedule I hereto (“us”, “we” or the   “Commitment Parties”), agree to backstop a senior secured priming superpriority debtor-in-   possession term loan facility (the “DIP Facility”) in an aggregate amount of $95,000,000 under   Section 364 of the Bankruptcy Code.  Capitalized terms used but not defined herein are used   with the meanings assigned to them on the Exhibit A attached hereto.      1. Commitment      In connection with the foregoing, the Commitment Parties are pleased to advise you of   their commitment to backstop the DIP Facility, on a several and not joint basis, in the amounts   set forth opposite each such Commitment Party’s name on Schedule I hereto (the   “Commitments”) upon the terms and subject to the conditions set forth or referred to in this   letter and Exhibit A hereto (the “Term Sheet”); provided that, if any Commitment Party fails to   provide DIP Loans in an amount equal to its Commitment set forth in this Commitment Letter   (other than pursuant to a reduction as set forth in the following sentence) (any such deficiencies,   the “Unfunded Amount”), the Commitments of the remaining Commitment Parties shall be   increased, on a pro rata basis in accordance with their Commitments set forth on Schedule I, by   the Unfunded Amount; provided further that, in no event shall any Commitment Party be   required to provide additional DIP Loans (including pursuant to its initial Commitment and   additional funding of the Unfunded Amount as set forth in the immediately preceding proviso)   to the extent that the aggregate amount of DIP Loans (including pursuant to its initial   Commitment and additional funding of the Unfunded Amount as set forth in the immediate   preceding proviso) required to be funded by such Commitment Party would exceed an amount     





 







2   108645358 v30   equal to 1.316 multiplied by such Commitment Party’s Commitment set forth on Schedule I   hereto.  A portion of the Commitment Parties’ Commitments hereunder shall be reduced in an   aggregate amount equal to any commitment allocated to holders (other than the Commitment   Parties) (the “Other Pre-Petition Convertible Noteholders”) of the Borrower’s 3.00% Senior   Convertible Notes due 2017 (the “2017 Convertible Notes”) and 3.00% Senior Convertible   Notes due 2020 (the “2020 Convertible Notes” and together with the 2017 Convertible Notes,   collectively the “Pre-Petition Convertible Notes”).  Notwithstanding the foregoing, if any Other   Pre-Petition Convertible Noteholder fails to fund any portion of its commitment on the date   upon which all conditions precedent in the Definitive Financing Documentation are satisfied   (the “Closing Date”), then the Commitment Parties shall fund such amount on the Closing Date   as if there were no reductions in the respective commitment amounts set forth above as a result   of the commitment allocated to such Other Pre-Petition Convertible Noteholder.      2. Information      You hereby represent and covenant that (a) all information, other than the Projections   (as defined below), other forward looking information and information of a general economic or   industry specific nature (the “Information”), that has been or will be made available to us by you   or on behalf of you or any of your representatives is or will be, when taken as a whole, correct in   all material respects and does not or will not, when taken as a whole, contain any untrue   statement of a material fact or omit to state a material fact necessary in order to make the   statements contained therein not materially misleading in light of the circumstances under which   such statements are made and (b) the financial projections and other forward-looking   information (the “Projections”) that have been or will be made available to us by you or on   behalf of you or any of your representatives have been or will be prepared in good faith based   upon assumptions that are reasonable at the time made and at the time the related Projections   are made available to us.  You agree that if, at any time prior to the execution of the DIP   Facility, you become aware that any of the representations in the preceding sentence would be   incorrect if the Information and Projections were being furnished, and such representations were   being made, at such time, then you will promptly supplement the Information and the   Projections so that such representations will be correct under those circumstances.  You further   agree that immediately upon receipt of any written alternative proposal for debtor in possession   financing received by the Debtors after the date hereof, you will provide to the Commitment   Parties a copy of any such alternative proposal.         3. Fees      As a condition for the commitments and agreements of the Commitment Parties   hereunder, you agree to pay or cause to be paid the nonrefundable fees and put option premium   described in the Term Sheet on the terms and subject to the conditions set forth therein.      4. Conditions      Each Commitment Party’s commitments and agreements hereunder are subject only to   the conditions set forth in this Section 4.        





 







3   108645358 v30   Each Commitment Party’s commitments and agreements hereunder are further subject to   (a) the Majority Commitment Parties’ reasonable satisfaction with the approval by the   Bankruptcy Court of (i) the DIP Facility, including without limitation, the superpriority   administrative expense priority of, and the priming and other liens to be granted to secure, the   DIP Facility and all definitive documentation in connection therewith consistent with the Term   Sheet and (ii) all actions to be taken, undertakings to be made and obligations to be incurred by   the Debtors in connection with the DIP Facility and all liens or other security to be granted by   the Debtors in connection with the DIP Facility (all such approvals to be evidenced by the entry   of an order by the Bankruptcy Court which is in full force and effect and has not been stayed or   modified and is satisfactory in form and substance to the Majority Commitment Parties in their   reasonable discretion (the “DIP Order”), which order shall, among other things, approve the   payment by the Debtors of all of the fees that are provided for in, and the other terms of, this   Commitment Letter); (b) reasonable satisfaction of the Majority Commitment Parties that since   the date of this Commitment Letter, there has not been any event or occurrence which could   reasonably be expected to have a material adverse effect, on (A) the business, properties,   condition (financial or otherwise), results of operations or liabilities of the Borrower and its   subsidiaries, taken as a whole, other than any change, event or occurrence, arising individually   or in the aggregate, from (i) events leading up to the commencement of proceedings under   Chapter 11 of the Bankruptcy Code and (ii) events that would reasonably be expected to result   from the filing or commencement of the Cases or the announcement of the filing or   commencement of the Cases, (B) the ability of the Borrower or the guarantors to perform their   respective obligations under the loan agreement, guarantees and security documents relating to   the DIP Facility (the “Loan Documents”) or (C) the ability of the Agent (as defined below)   and/or the Lenders (as defined on the Term Sheet to enforce their rights and remedies under the   Loan Documents (in each case, “Material Adverse Effect”); (c) your compliance in all material   respects with your obligation to supplement Information and Projections as set forth in Section 2   hereof; (d) your compliance in all material respects with the terms of this Commitment Letter,   (e) execution and delivery of definitive documentation evidencing the DIP Facility, which shall   be substantially consistent with the Term Sheet and otherwise reasonably satisfactory to the   Majority Commitment Parties, (f) the Apple Settlement Agreement shall be in full force and   effect, and shall not be amended in any manner adverse to the interests of any Commitment   Party in its reasonable discretion, (g) each Commitment Party shall have received the Public   Budget (as defined in the Term Sheet) and the Advisor to Lenders (as defined in the Term Sheet)   and those Lenders willing to receive such information on a confidential basis without any   cleansing requirement shall have received the Approved Budget (as defined in the Term Sheet)   and a thirteen (13) week cash flow forecast consistent with the Approved Budget; (h) the Other   Pre-Petition Convertible Noteholders shall have been provided the opportunity to subscribe for a   portion of the Commitments under the DIP Facility pursuant to procedures to be approved by the   Bankruptcy Court and reasonably acceptable to the Majority Commitment Parties and the   Borrower (it being understood that the Commitments hereunder are not conditioned upon any   Other Pre-Petition Noteholder’s actual subscription for any of the Commitments); (i) the   transactions contemplated by this Commitment Letter and the Term Sheet shall have been   consummated in accordance with applicable securities laws, rules and regulations in a manner   reasonably acceptable to the Majority Commitment Parties and the Borrower; (j) all fees and   reasonable and documented costs, fees, expenses (including, without limitation, legal and   financial advisory fees and expenses) and other compensation contemplated hereby, payable to     





 







4   108645358 v30   the Commitment Parties and the other Lenders or otherwise payable in respect of the   transaction, shall have been paid to the extent due; (k) the Lenders shall have received (x)   customary legal opinion(s) from counsel of the Debtors in form and substance reasonably   satisfactory to the Majority Commitment Parties and (y) customary officer and secretary   certificates; (l) absence of defaults or events of default; (m) accuracy of representations and   warranties in all material respects; (n) each Commitment Party having received all   documentation and other information required by regulatory authorities under applicable “know   your customer” and anti-money laundering rules and regulations; and (o) to the extent that the   Borrower or its affiliates have provided the Commitment Parties with any additional material   non-public information, the Borrower shall have publicly disclosed all material non-public   information provided to the Commitment Parties pursuant to the terms of the confidentiality   agreements entered into between the Commitment Parties and the Borrower (the   “Confidentiality Agreements”).      As used herein, “Majority Commitment Parties” means the Commitment Parties holding   more than 50% of the outstanding Commitments of all Commitment Parties.      Each Commitment Party acknowledges that the obligations of the Borrower and the   other Debtors hereunder are subject to the approval of the Bankruptcy Court.      5. Indemnification and Expenses      You agree to indemnify, hold harmless and defend the Commitment Parties, any   administrative agent and collateral agent for the DIP facility (in any such capacity, the “Agent”),   their respective affiliates and their respective directors, officers, employees, attorneys, advisors,   agents and other representatives (each, an “Indemnified Person”) from and against any and all   losses, claims, damages and liabilities to which any such Indemnified Person may become   subject arising out of or in connection with this Commitment Letter, the DIP Facility, the use of   the proceeds thereof or any claim, litigation, investigation or proceeding (a “Proceeding”)   relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto,   whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or   any other person, and to reimburse each Indemnified Person upon demand for any reasonable   legal or other out-of-pocket expenses incurred in connection with investigating or defending any   of the foregoing, provided that the foregoing indemnity will not, as to any Indemnified Person,   apply to losses, claims, damages, liabilities or related expenses (i) to the extent they are found   by a final, nonappealable judgment of a court of competent jurisdiction to arise from the willful   misconduct, bad faith or gross negligence of such Indemnified Person or its control affiliates,   directors, officers or employees (collectively, the “Related Parties”) or (ii) arising out of any   claim, litigation, investigation or proceeding that does not involve an act or omission of you or   any of your affiliates and that is brought by an Indemnified Person against any other   Indemnified Person.  In addition, (a) all out-of-pocket expenses (including, without limitation,   reasonable fees, disbursements and other charges of one lead counsel (and any special or local   counsel reasonably necessary) and one financial advisor of the Commitment Parties and one   lead counsel (and any special or local counsel reasonably necessary) for the Agents, an   administrative fee with respect to the DIP Facility and the Solicitation Procedures payable to the   Agent in an amount not to exceed $75,000 per year) in connection with the DIP Facility and the     





 







5   108645358 v30   transactions contemplated thereby shall be paid by the Borrower, (b) all out-of-pocket expenses   (including, without limitation, documented fees, disbursements and other charges of one lead   counsel (and any special or local counsel reasonably necessary) and one financial advisor of the   Commitment Parties and one lead counsel (and any special or local counsels reasonably   necessary) for the Agents) for the enforcement costs and documentary taxes associated with the   DIP Facility and the transactions contemplated thereby shall be paid by the Borrower, and (c) all   out-of-pocket expenses (including, without limitation, documented fees, disbursements and   other charges of one lead counsel (and any special or local counsel reasonably necessary) and   one financial advisor) of an ad hoc group of the Pre-Petition Convertible Noteholders incurred   following the commencement of the Cases through the date of the Commitment Letter Order (as   defined below) shall be paid by the Borrower, in each case for clauses (a), (b) and (c) unless the   Closing Date shall not occur solely as a result of a material breach by any of the Commitment   Parties of their obligations to fund their commitments hereunder after the satisfaction of all   conditions precedent set forth in this Commitment Letter; provided that, absent a conflict of   interest, the lead counsel and financial advisor of the Commitment Parties selected pursuant to   clauses (a), (b) and (c) above shall initially be Akin Gump Strauss Hauer & Feld LLP (“Akin   Gump”) and Blackstone Advisory Partners L.P. (“Blackstone”), respectively; provided further   that, (x) fifty (50) percent of the aggregate amounts described in clauses (a) and (c) above   payable to Akin Gump and Blackstone and incurred through the date of the Commitment Letter   Order (as defined below) shall be paid on the date of the Commitment Letter Order and the   Borrower shall have no obligation under this Commitment Letter to pay the remaining fifty (50)   percent of the amounts described in clauses (a) and (c) incurred through the date of the   Commitment Letter Order (it being understood for the avoidance of doubt that the Commitment   Parties reserve the right to seek reimbursement of such remaining amounts through other means   in connection with the Cases (as defined in the Term Sheet)), (y) amounts described in clause (a)   above payable to Akin Gump and Blackstone (which in the case of Blackstone shall be equal to   $50,000 per month, shall not include any restructuring or completion fee and shall be credited   against any fees earned by Blackstone in connection with its representation of the ad hoc group   of the Pre-Petition Convertible Noteholders) and incurred after the date of the Commitment   Letter Order shall be paid on the earlier of the Closing Date and the termination of this   Commitment Letter other than solely as a result of a material breach by the Commitment Parties   of their obligations to fund their commitments under this Commitment Letter after the   satisfaction of all conditions precedent in the Commitment Letter and (z) solely with respect to   those amounts described in clause (a) payable to Akin Gump and Blackstone (which in the case   of Blackstone shall be equal to $50,000 per month, shall not include any restructuring or   completion fee and shall be credited against any fees earned by Blackstone in connection with   its representation of the ad hoc group of the Pre-Petition Convertible Noteholders) incurred after   the Closing Date and clause (b) whenever incurred, the Borrower shall pay such amounts on a   current basis.  It is further agreed that Akin Gump and local counsel shall open a new billing   matter number for matters covered by clauses (a) and (b), and in no event shall fees related to   the following be included in clause (a): substantive consolidation, inter-company claims,   disputes regarding the ranking, recharacterization and/or subordination of prepetition claims   against the debtors, disputes among debtors with respect to the ownership of assets, such as tax   refunds or net operating losses, disputes with respect to the exclusive right to file a plan, plan   sponsorship work, acting as a purchaser in an auction sale of the Company’s assets under   Section 363 of the Bankruptcy Code (other than in a credit bid of the DIP Loan), and any other     





 







6   108645358 v30   similar issues having no effect on a debtor-in-possession lender.  It is further agreed that each   Commitment Party shall only have liability to you (as opposed to any other person) and that   each Commitment Party shall be liable solely in respect of its own commitment to the DIP   Facility on a several, and not joint, basis with any other Commitment Party. No Indemnified   Person shall be liable for any damages arising from the use by others of Information or other   materials obtained through electronic, telecommunications or other information transmission   systems, except to the extent any such damages are found by a final, nonappealable judgment of   a court of competent jurisdiction to arise from the gross negligence or willful misconduct of,   such Indemnified Person (or any of its Related Parties).  None of the Indemnified Persons or you   or any of your affiliates or the respective directors, officers, employees, advisors, and agents of   the foregoing shall be liable for any indirect, special, punitive or consequential damages in   connection with this Commitment Letter, the DIP Facility or the transactions contemplated   hereby, provided that nothing contained in this sentence shall limit your indemnity obligations to   the extent set forth in this Section 5.      6. Sharing of Information, Absence of Fiduciary Relationship, Affiliate Activities      You acknowledge that each Commitment Party (or an affiliate) may from time to time   effect transactions, for its own or its affiliates’ account or the account of customers, and hold   positions in loans, securities or options on loans or securities of, or claims against, you, your   affiliates and of other companies that may be the subject of the transactions contemplated by this   Commitment Letter. In addition, each Commitment Party and its affiliates will not use   confidential information obtained from you or your affiliates or on your or their behalf by virtue   of the transactions contemplated hereby in connection with the performance by such   Commitment Party and its affiliates of services for other companies or persons and the   Commitment Party and its affiliates will not furnish any such information to any of their other   customers. You also acknowledge that the Commitment Parties and their respective affiliates   have no obligation to use in connection with the transactions contemplated hereby, or to furnish   to you, confidential information obtained from other companies or persons.  You acknowledge   for United States securities law purposes that any Commitment Party may establish an   information blocking device or “Information Barrier” between, on the one hand, its directors,   officers, employees, agents, affiliates (as such term is used in Rule 12b-2 under the Exchange   Act) and, on the other hand, its affiliates and its and their attorneys, accountants, financial or   other advisors, members, equityholders, partners, directors and employees who, pursuant to such   Information Barrier policy, are permitted to receive confidential information or otherwise   participate in discussions concerning the transactions contemplated hereby, and those of such   Commitment Party’s, and its affiliates’, other employees.  You acknowledge the potential   existence of any Commitment Party’s Information Barrier but do not warrant or guarantee any   Commitment Party’s compliance with United States securities law or that the Information   Barrier will operate in accordance with its intended purpose.      You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship   between you and the Commitment Parties is intended to be or has been created in respect of any   of the transactions contemplated by this Commitment Letter, irrespective of whether the   Commitment Parties have advised or are advising you on other matters, (b) the Commitment   Parties, on the one hand, and you, on the other hand, have an arm’s length business relationship     





 







7   108645358 v30   that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty to you or   your affiliates on the part of the Commitment Parties, (c) you are capable of evaluating and   understanding, and you understand and accept, the terms, risks and conditions of the   transactions contemplated by this Commitment Letter, (d) you have been advised that the   Commitment Parties are engaged in a broad range of transactions that may involve interests that   differ from your interests and that the Commitment Parties have no obligation to disclose such   interests and transactions to you, (e) you have consulted your own legal, accounting, regulatory   and tax advisors to the extent you have deemed appropriate, (f) each Commitment Party has   been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in   writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor,   agent or fiduciary for you, any of your affiliates or any other person or entity and (g) none of the   Commitment Parties has any obligation or duty (including any implied duty) to you or your   affiliates with respect to the transactions contemplated hereby except those obligations expressly   set forth herein or in any other express writing executed and delivered by such Commitment   Party and you or any such affiliate.      Additionally, you acknowledge and agree that none of the Commitment Parties are   advising you as to any legal, tax, investment, accounting or regulatory matters in any   jurisdiction.  You shall consult with your own advisors concerning such matters and shall be   responsible for making your own independent investigation and appraisal of the transactions   contemplated by this Commitment Letter, and the Commitment Parties shall not have any   responsibility or liability to you with respect thereto.  Any review by the Commitment Parties of   the transactions contemplated by this Commitment Letter or other matters relating thereto will   be performed solely for the benefit of the Commitment Parties and shall not be on behalf of you   or any of your affiliates.      7. Confidentiality      This Commitment Letter is delivered to you on the understanding that neither this   Commitment Letter nor any of its terms or substance shall be disclosed by you, directly or   indirectly, to any other person except (a) you and your officers, directors, employees, members,   partners, stockholders, attorneys, accountants, agents and advisors, in each case on a   confidential and need-to-know basis, (b) to the extent required in any legal, judicial or   administrative proceeding or as otherwise required by law or regulation (in which case you   agree, to the extent permitted by law, to inform us promptly in advance thereof), (c) in a   Bankruptcy Court filing in order to implement the transactions contemplated hereunder, (d) as   may be required in accordance with the terms of the Confidentiality Agreements, (e) upon notice   to the Commitment Parties, in connection with any public filing requirement you are legally   obligated to satisfy, and (f) to the official committee of unsecured creditors formed in the Cases   (as defined in the Term Sheet) (the “Committee”) and its legal counsel, independent auditors,   professionals and other experts or agents who are informed of the confidential nature of such   information and agree to be bound by confidentiality and use restrictions set forth in this Section   7.       8. Miscellaneous        





 







8   108645358 v30   This Commitment Letter shall not be assignable by you without the prior written consent   of each Commitment Party (and any purported assignment without such consent shall be null   and void), is intended to be solely for the benefit of the parties hereto and the Indemnified   Persons and is not intended to and does not confer any benefits upon, or create any rights in   favor of, any person other than the parties hereto and the Indemnified Persons to the extent   expressly set forth herein.  Assignments by any Commitment Party shall be subject to Section 1   hereof. The Commitment Parties reserve the right to employ the services of their affiliates in   providing services contemplated hereby, and to satisfy its obligations hereunder through, or   assign its rights and obligations hereunder to, one or more of its affiliates, separate accounts   within its control or investments funds under its or its affiliates’ management (collectively,   “Commitment Party Affiliates”); and to allocate, in whole or in part, to their affiliates certain   fees payable to the Commitment Parties in such manner as the Commitment Parties and their   affiliates may agree in their sole discretion; provided that, no delegation or assignment to a   Commitment Party Affiliate shall relieve such Commitment Party from its obligations hereunder   to the extent that any Commitment Party Affiliate fails to satisfy the Commitments hereunder at   the time required.       This Commitment Letter may not be amended or waived except by an instrument in   writing signed by you and each Commitment Party. This Commitment Letter may be executed   in any number of counterparts, each of which shall be an original, and all of which, when taken   together, shall constitute one agreement. Delivery of an executed signature page of this   Commitment Letter by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be   effective as delivery of a manually executed counterpart hereof. This Commitment Letter (and   the agreements referenced in this Commitment Letter) set forth the entire understanding of the   parties with respect to the DIP Facility, and replace and supersede all prior agreements and   understandings (written or oral) related to the subject matter hereof. This Commitment Letter   shall be governed by, and construed and interpreted in accordance with, the laws of the State of   New York and the Bankruptcy Code, to the extent applicable.      You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction   of the Bankruptcy Court and any other Federal court having jurisdiction over the Cases from   time to time, over any suit, action or proceeding arising out of or relating to the transactions   contemplated hereby, this Commitment Letter or the performance of services hereunder or   thereunder.  You and we agree that service of any process, summons, notice or document by   registered mail addressed to you or us shall be effective service of process for any suit, action or   proceeding brought in any such court.  You and we hereby irrevocably and unconditionally   waive any objection to the laying of venue of any such suit, action or proceeding brought in any   such court and any claim that any such suit, action or proceeding has been brought in any   inconvenient forum. You and we hereby irrevocably agree to waive trial by jury in any suit,   action, proceeding, claim or counterclaim brought by or on behalf of any party related to or   arising out of this Commitment Letter or the performance of services hereunder or thereunder.      Each of the Commitment Parties hereby notifies you that, pursuant to the requirements   of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the   “PATRIOT Act”), it is required to obtain, verify and record information that identifies the   Debtors, which information includes names, addresses, tax identification numbers and other     





 







9   108645358 v30   information that will allow such Lender to identify the Debtors in accordance with the PATRIOT   Act. This notice is given in accordance with the requirements of the PATRIOT Act and is   effective for the Commitment Parties and each Lender.      The indemnification, expense reimbursement, jurisdiction, confidentiality, governing   law, sharing of information, no agency or fiduciary duty, waiver of jury trial, service of process   and venue provisions contained herein shall remain in full force and effect regardless of whether   the Definitive Financing Documentation shall be executed and delivered and notwithstanding   the termination of this Commitment Letter or the Commitments; provided that your obligations   under this Commitment Letter (other than your obligations with respect to confidentiality) shall   automatically terminate and be superseded by the provisions of the Definitive Financing   Documentation upon the initial funding thereunder, and you shall automatically be released from   all liability in connection therewith at such time, in each case to the extent the Definitive   Financing Documentation has comparable provisions with comparable coverage.      You and we hereto agree that this Commitment Letter is a binding and enforceable   agreement with respect to the subject matter herein; it being acknowledged and agreed that the   funding of the DIP Facility is subject to the conditions specified herein, including the execution   and delivery of the Definitive Financing Documentation by the parties hereto in a manner   consistent with this Commitment Letter. Each of the Commitment Parties and you will use their   commercially reasonable efforts to promptly prepare, negotiate and finalize the Definitive   Financing Documentation as contemplated by the Term Sheet.       If the foregoing correctly sets forth our agreement, please indicate your acceptance of the   terms of this Commitment Letter by returning to us executed counterparts of this Commitment   Letter no later than 11:59 p.m., New York City time, on March 17, 2015 (it being understood   that your acceptance of the terms hereof shall be of no force or effect if the Bankruptcy Court   shall fail to enter an order described in clause (b) of this paragraph). This offer will   automatically expire if we have not received (a) such executed counterparts in accordance with   the preceding sentence, (b) a copy of the order entered by the Bankruptcy Court approving (x)   your information obligations under Section 2 of this Commitment Letter, (y) the put option   premium set forth in the Term Sheet and (z) your indemnity obligations and fees and expense   reimbursement obligations under this Commitment Letter and the Term Sheet to the extent such   amounts are payable prior to the Closing Date or regardless of whether the Closing Date occurs   (the “Commitment Letter Order”), 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), no later than 10 days after your execution of this Commitment   Letter, (c) (x) a motion (the “Solicitation Procedures Motion”) seeking approval of the   procedures for soliciting participation in the DIP Loan by Other Pre-Petition Convertible   Noteholders (the “Solicitation Procedures”)  as filed with the Bankruptcy Court, which motion   shall be in form and substance reasonably satisfactory to the Commitment Parties, no later than   March 19, 2015 and (y) an order approving such Solicitation Procedures Motion (the   “Solicitation Procedures Order”), 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) no later than April 2, 2015; provided, however, that the failure   of the Bankruptcy Court to enter the Solicitation Procedures Order shall not relieve the     





 







10   108645358 v30   Commitment Parties from the funding obligations hereunder; provided, further, that in the event   the Bankruptcy Court fails to enter into such Solicitation Procedures Order, you shall work in   good faith with the Commitment Parties to establish reasonable solicitation procedures so long   as the incremental costs to the Debtors for implementing such procedures shall not exceed   $200,000, and (d) a copy of 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), no later than 45 days   following the entry of the Commitment Letter Order.  In addition, the commitment and   agreements of the Commitment Parties hereunder shall expire at 5:00 p.m. (New York City time)   on May 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 specified in this Commitment Letter and the Term Sheet to be due on or prior to the Closing   Date.        





 







[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     





 







108645358 v30   Schedule I   Backstop Lenders   Backstop Lender Commitment   Affiliates of, and funds and/or accounts managed   by, Aristeia Capital L.L.C. $19,695,226.02   Wolverine Flagship Fund Trading Limited $14,412,759.87   Affiliates of, and funds and/or accounts managed   by, New Generation Advisors, LLC $13,962,361.14   Affiliates of, and funds and/or accounts managed   by, Whitebox Advisors LLC $11,936,774.50   QPB Holdings Ltd.  $10,187,545.54   Affiliates of, and funds and/or accounts managed   by, Pine River Capital Management L.P. $8,698,859.16   Jefferies LLC $6,218,821.43   Affiliates of, and funds and/or accounts managed   by, Latigo Partners LP $5,000,000.00   AQR Funds – AQR Diversified Arbitrage Fund $3,292,841.41   Advantage Opportunities Fund, L.P. $1,000,000.00   Hare & Co. o/b/o Advanced Series Trust – AST   Academic Strategies Asset Allocation Portfolio $346,001.15   AQR Opportunistic Premium Offshore Fund, L.P. $248,809.78        





 







Exhibit A   GT Advanced Technologies Inc.   $95,000,000   Debtor-in-Possession Term Loan Facility   Summary of Terms and Conditions   I. DIP FACILITY   Borrower: GT Advanced Technologies Inc. (the “Borrower” and together with its   direct and indirect subsidiaries, collectively the “Company”)   Guarantors: All obligations of the Borrower (collectively, the “Obligations”) in   respect of the DIP Facility will be unconditionally guaranteed, by each   direct and indirect subsidiary of the Borrower (each a “Guarantor” and   collectively, the “Guarantors” and collectively with the Borrower, the   “Loan Parties”), including, without limitation, any subsidiary that is a   debtor and debtor in possession in the jointly administered chapter 11   cases (the “Cases”) pending in the United States Bankruptcy Court for   the District of New Hampshire (the “Bankruptcy Court”) (together with   the Borrower, collectively, the “Debtors”), solely in the case of any   direct or indirect subsidiary of the Borrower that is not a Debtor, unless   (i) such direct or indirect subsidiary is immaterial or (ii) guaranteeing the   obligations (x) would violate any applicable law or (y) would result in   material adverse tax consequences; provided that in no circumstance   shall (x) any direct or indirect subsidiary of the Borrower that is   organized in the People’s Republic of China 1  or Hong Kong be a   Guarantor and (y) any direct or indirect subsidiary of the Borrower that is   organized in Taiwan, Mauritius or Germany (or any domestic subsidiary   of any subsidiary that is organized in the foregoing jurisdictions, the   People’s Republic of China or Hong Kong) be a Guarantor as long as, in   the case of this clause (y) the aggregate amount of total assets for all such   direct or indirect subsidiaries of the Borrower does not exceed 5.0% of   the aggregate amount of consolidated total assets of the Borrower and its   subsidiaries.   Administrative Agent: An institution reasonably acceptable to the Backstop Lenders and   Borrower will act as sole and exclusive administrative agent with respect   to the DIP Facility (in such capacity, the “Administrative Agent”) for the   Lenders and will perform the duties customarily associated with such   role.   Collateral Agent: An institution reasonably acceptable to the Backstop Lenders and   Borrower will act as sole and exclusive collateral agent with respect to   the DIP Facility (in such capacity, the “Collateral Agent” and, together   with the Administrative Agent, the “Agents”) for the Lenders and will   perform the duties customarily associated with such role.                                                      1 For the avoidance of doubt, any reference to “People’s Republic of China” in this Term Sheet shall be deemed to   exclude Hong Kong.     





 







2   Commitment Parties: Certain holders of the Borrower’s 3.00% Senior Convertible Notes due   2017 (the “2017 Convertible Notes”) and 3.00% Senior Convertible   Notes due 2020 (the “2020 Convertible Notes” and together with the   2017 Convertible Notes, collectively the “Pre-Petition Convertible   Notes”) and/or their affiliates as identified on Exhibit A to the   Commitment Letter that provide commitments to fund the DIP Loans (as   defined below) (the “Backstop DIP Commitments”) (each a “Backstop   Lender” and collectively, the “Backstop Lenders”).    Lenders: Holders (the “Pre-Petition Convertible Noteholders”) of the Pre-Petition   Convertible Notes shall be provided the opportunity to subscribe for a   portion of DIP Loans pursuant to procedures reasonably acceptable to the   Backstop Lenders and the Borrower.  The Backstop DIP Commitments   shall be reduced ratably upon funding of DIP Loans by a Lender that is   not a Backstop Lender.   Type, Amount and Maturity: A term loan facility (the “DIP Facility”) in the aggregate principal   amount of $95 million (the “DIP Loans”).  Amounts paid or prepaid   under the DIP Facility may not be reborrowed.   The DIP Facility will mature and shall be paid in full in cash on the date   (the “Maturity Date”) that is the earliest to occur of (i) the twelve month   anniversary of the Closing Date, (ii) the effective date (the “Effective   Date”) of a chapter 11 plan for the reorganization of the Borrower (the   “Chapter 11 Plan”), and (iii) the acceleration of the DIP Loans in   accordance with the Definitive Financing Documentation (as defined   below).   Upon the Effective Date of a chapter 11 plan, the DIP Facility may be   converted into an exit facility on terms and conditions to be agreed upon   by the Backstop Lenders and the Borrower and satisfactory to each   Backstop Lender in its sole discretion.   The Definitive Financing Documentation will provide for, or permit, a   letter of credit facility providing for the issuance of letters of credit with   aggregate face amounts outstanding not to exceed $15 million, on terms   and conditions (including fees) satisfactory to the Commitment Parties   (the “LC Facility”), which $15 million LC Facility shall be in addition to   the $95 million of the principal amount of the DIP Loans available to the   Borrower (it being understood that the aggregate principal amount of the   Lenders’ commitment to fund the DIP Loans is $95 million).  Any such   letter of credit facility shall be fully cash collateralized with the proceeds   of customer deposits received in connection with the sale of ASF   Furnaces (as such term is defined in the Apple Settlement Agreement).     Liens/Priority: Subject to the Carve-Out (as defined below) and the provisions set forth   below under “Apple Settlement Agreement,” the DIP Facility shall be   secured by a first priority perfected lien on all assets of the Borrower and   the Guarantors (collectively, the “Collateral”); provided that the   Collateral shall be subject to permitted Liens and certain exceptions to be   mutually agreed (including (x) any equitable claim or other similar claim     





 







3   Tera Xtal Technology Corp. may have against up to 34 ASF furnaces   located in Mesa, Arizona, pursuant to the terms of the December 15,   2014 order of the Bankruptcy Court approving the terms of the Apple   Settlement, (y) the rights of Meyer Burger Technology AG and its   affiliates Diamond Materials Tech, Inc., Meyer Burger, AG, and MBT   Systems Ltd. as described in the December 15, 2014 order of the   Bankruptcy Court approving the terms of the Apple Settlement and (z)   the escrow account created in favor of Kerry Logistics in an approximate   amount of $900,000, in each case of (x), (y) and (z), solely upon the   entry of a court order providing that such party has a lien or security   interest in such assets).  All obligations under the DIP Facility shall   constitute super-priority administrative expense claims of the Debtors   with priority over all super-priority administrative expense claims,   subject to the Carve-Out.  For the avoidance of doubt, (x) the Loan   Parties will not be required to provide foreign law share pledges with   respect to the shares of any direct or indirect subsidiary of the Borrower   that is organized in Luxembourg, Taiwan, Mauritius, Germany or the   People’s Republic of China and (y) in no event shall more than 65% of   the voting capital stock of any direct or indirect subsidiary of the   Borrower that is organized in a jurisdiction other than the US be required   to be pledged.   “Carve-Out” shall mean, upon the Maturity Date, the sum of (i) all fees   required to be paid to the clerk of the Court and to the Office of the   United States Trustee under section 1930(a) of title 28 of the United   States Code plus interest at the statutory rate (without regard to the notice   set forth in (iii) below); (ii) fees and expenses of up to $25,000 incurred   by a trustee under section 726(b) of the Bankruptcy Code (without regard   to the notice set forth in (iii) below); (iii) to the extent allowed at any   time, whether by interim order, procedural order or otherwise, all unpaid   fees, costs and expenses (the “Professional Fees”) incurred by persons or   firms retained by the Debtors or the Committee pursuant to section 327,   328, or 363 of the Bankruptcy Code, (collectively, the “Professional   Persons”) and the reimbursement of out-of-pocket expenses, to the extent   allowed at any time, incurred by any member of the Committee (but   excluding fees and expenses of third-party professionals employed by   any such member of the Committee) (the “Committee Expenses”), in   each case before or on the date of delivery by the Administrative Agent   of a Carve-Out Trigger Notice (as defined below) to the Debtors and the   Committee, whether allowed by the Court prior to or after delivery of a   Carve-Out Trigger Notice (the “Pre-Trigger Date Fees”); and (iv) after   the date of delivery of the Carve-Out Trigger Notice (the “Trigger   Date”), to the extent incurred after the Trigger Date allowed at any time   thereafter, whether by interim order, procedural order or otherwise, the   payment of Committee Expenses and Professional Fees of Professional   Persons, in an aggregate amount not to exceed $2,000,000, (the amount   set forth in this clause (iv) being the “Post-Carve Out Trigger Notice   Cap”). For purposes of the foregoing, “Carve-Out Trigger Notice” shall   mean notice by the Administrative Agent to the Debtors, its lead counsel,   the United States Trustee, and lead counsel for the Committee, delivered     





 







4   upon the occurrence of a Maturity Date under the DIP Order, stating that   the Post-Carve Out Trigger Notice Cap has been invoked.    For the avoidance of doubt and notwithstanding anything to the contrary   herein, the Carve-Out shall be senior to all liens and claims, including   any adequate protection liens, any superpriority claims any prepetition   liens, and any other liens, claims, or interest of any person.   Notwithstanding the foregoing, the Carve-Out shall not include, apply to   or be available for any fees or expenses incurred by any party in   connection with (a) the investigation, initiation or prosecution of any   claims, causes of action, adversary proceedings or other litigation against   any of the Commitment Parties, the Lenders, the Agent, or the Pre-   Petition Convertible Noteholders, including challenging the amount,   validity, perfection, priority or enforceability of or asserting any defense,   counterclaim or offset to, the obligations and the liens and security   interests granted under the DIP Loan or the Pre-Petition Convertible   Notes (as applicable), including, without limitation, for lender liability or   pursuant to section 105, 510, 544, 547, 548, 549, 550, or 552 of the   Bankruptcy Code, applicable nonbankruptcy law or otherwise; provided   that the Borrowers and Guarantors may assert, and the Carve-Out shall   apply to, any challenge that any Commitment Party, Lender or Agent is   enforcing any lien, claim, right or security interest or realization upon   any Collateral, or exercising any other right or remedy, in violation of the   Loan Documents or the DIP Order; (b) attempts to modify any of the   rights granted to the Commitment Parties, the Lenders, the Agent, or the   Pre-Petition Convertible Noteholders hereunder; or (c) attempts to   prevent, hinder or otherwise delay any of the Commitment Parties’, the   Lenders’, the Agent’s, or the Pre-Petition Convertible Noteholders’   assertion, enforcement or realization upon any of their claims or   Collateral, as applicable, other than to seek a determination that an Event   of Default under the DIP Loan has not occurred or is not continuing;   provided that nothing herein shall prevent the Debtors and the   Committee from using the Carve Out to investigate or litigate issues   regarding the substantive consolidation of the Debtors' estates or similar   theories with respect to the ranking of creditors of GT Advanced   Technologies Inc. as compared to creditors of other Debtors .   Availability and Use of   Proceeds: The DIP Loans shall be available on the closing date of the DIP Facility   (the “Closing Date”).  Proceeds of the DIP Loans will be used to (i) fund   working capital requirements, (ii) pay costs, fees and expenses incurred   in connection with the DIP Facility and the transactions contemplated   thereby and (iii) pay other costs and expenses with respect to the   administration of the Cases, in each case, pursuant to the Approved   Budget (as defined below).   Amortization: None.   Interest Rates: 9.5% per annum payable monthly in cash; 3.0% per annum payable in   kind.     





 







5   After the occurrence and during the continuance of an event of default,   interest on all DIP Loans and all other outstanding amounts under the   Definitive Financing Documentation will bear interest at a rate equal to   3.0% per annum plus the otherwise applicable rate, and such additional   default interest shall be payable in kind (other than on the Maturity   Date).   Original Issue Discount: 97%.   Put Option Premium: 3.0% fully earned upon the entry of the Commitment Letter Order by the   Bankruptcy Court and payable in cash upon earlier of (i) the initial   funding of the DIP Loans and (ii) the termination of the Commitment   Letter other than solely as a result of a material breach by any of the   Backstop Lenders of their obligations to fund their commitments under   the Commitment Letter after the satisfaction of all conditions precedent   set forth in the Commitment Letter.  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 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.   Warrants: The Borrower shall issue warrants (the “Warrants”) on the Effective Date   to Lenders, that will permit the Lenders, on a pro rata basis, to acquire,   upon exercise for a nominal price, 1.50% of the fully diluted capital   stock of the reorganized Borrower issued or approved for issuance as of   the Effective Date of a Chapter 11 Plan, which warrants shall be   immediately exercisable upon the Effective Date.  No warrants shall be   issued upon a sale of the Borrower or all or substantially all of the assets   of the Borrower and its subsidiaries prior to a consummation of a   Chapter 11 Plan; provided, that upon a sale of the Borrower or all or   substantially all of the assets of the Borrower and its subsidiaries prior to   a consummation of a Chapter 11 Plan, the DIP Loans shall be paid in full   subject to the 2.5% prepayment premium set forth below.   Conditions Precedent: The closing of the DIP Facility (the “Closing”) shall be subject to certain   conditions set forth in the Commitment Letter.   Prepayments: Voluntary:  Prepayments under the DIP Facility may be made at any time   without premium or penalty (other than breakage costs to the extent   applicable).   Mandatory:  Subject to the provisions below under “Apple Settlement   Agreement,” mandatory prepayments of the DIP Facility shall be   required in an amount equal to (i) 100% of the net proceeds from debt   issuances other than permitted debt, (ii) 100% of net proceeds of asset   sales (excluding the sale of the ASF Furnaces subject to the provisions   set forth below under “Apple Settlement Agreement” and excluding sales   of inventory and other assets in the ordinary course of business) in excess     





 







6   of $12.5 million in the aggregate, insurance/condemnation and certain   other extraordinary receipts (other than tax refunds) (in each case,   without, for the avoidance of doubt, reinvestment rights) and (iii) 100%   of proceeds of equity securities.  No prepayment premium shall be   applicable with respect to the mandatory prepayments; provided, that   upon a sale of the Borrower or all or substantially all of the assets of the   Borrower and its subsidiaries prior to consummation of a Chapter 11   Plan, the DIP Facility shall be repaid subject to a prepayment premium   equal to 2.5% of the aggregate principal amount of the DIP Loans.   Apple Settlement Agreement: Notwithstanding anything herein to the contrary, prior to an event of   default under the DIP Facility and the consequent acceleration and taking   of actions to seize or foreclose on any property of any GTAT Parties (as   defined in the Amended and Restated Adequate Protection and   Settlement Agreement, dated as of December 15, 2014, by and among   the Apple Parties party thereto and the GTAT Parties party thereto, as in   effect on the date hereof (the “Apple Settlement Agreement”)) by and on   behalf of the Lenders (a “DIP Foreclosure”), upon a sale of any ASF   Furnace (as defined in the Apple Settlement Agreement), the net cash   proceeds of such sale shall be applied: (i) first, in an amount equal to the   applicable Apple Repayment Amount (as defined in the Apple   Settlement Agreement) or if applicable, the Apple Reduced Repayment   Amount (as defined in the Apple Settlement Agreement), to pay the   Apple Claim (as defined in the Apple Settlement Agreement) and (ii)   second, with respect to 20% of any remaining net cash proceeds, to   prepay the DIP Facility (with no reinvestment rights); provided that, after   a DIP Foreclosure, (i) with respect to the net cash proceeds of a sale of   any Mesa ASF Furnace (as defined in the Apple Settlement Agreement),   the net cash proceeds shall be applied (w) first, to repay all accrued and   unpaid interest, fees, expenses and other obligations (including any   interest paid in kind, but other than any initial principal amount) under   the Definitive Financing Documentation, (x) second, to repay the initial   principal amount of the DIP Facility of up to $150 million, (y) third, to   repay the Apple Claim and (z) fourth, to the extent any obligations under   the DIP Facility remain outstanding, to repay such obligations, and (ii)   with respect to the net cash proceeds of a sale of any other ASF Furnace,   to repay any outstanding obligations under the DIP Facility.   Representations and   Warranties: The Definitive Financing Documentation will contain only the following   representations and warranties (subject to scheduled exceptions and   customary qualifications and limitations for materiality to be negotiated):   (i) valid existence, power and authority, foreign qualifications,   authorization and enforceability; (ii) government approvals and   compliance with laws (including, without limitation, ERISA, labor and   environmental); (iii) absence of litigation; (iv) no default or event of   default; (v) title to properties and possession under leases; (vi)   subsidiaries; (vii) taxes; (viii) financial condition (including projections   and no material adverse change) and undisclosed liabilities; (ix) no   material adverse change; (x) investment company and other regulated   entities; (xi) material contracts; (xii) collateral; (xiii) intellectual property;     





 







7   (xiv) licenses; (xv) insurance matters; (xvi) capitalization, capital   structure and investments; (xvii) jurisdiction of organization and   locations; (xviii) accounts and cash management accounts; (xix)   effectiveness of DIP orders; (xx) administrative priority; (xxi) lien   priority, and (xxii) no material misstatements and accuracy of all   information provided.   Affirmative Covenants: The Definitive Financing Documentation will only contain the following   affirmative covenants (subject to scheduled exceptions and customary   qualifications and limitations for materiality to be negotiated):   (i)  delivery of monthly and quarterly financial statements (together   with MD&A reports or update calls with the Advisor to   Lenders), annual audited financial statements as of December 31,   2014 as soon as reasonably practicable and in any event no later   than September 30, 2015, management letters and budgets;    (ii) delivery of notices with respect to event of default, litigation,   mandatory prepayment event, material developments, ERISA or   environmental events, material changes to business, operations,   management, financial condition or material contracts, labor   matters, taxes, owned margin stock and other information;    (iii)  delivery of any material pleading, motions and other documents   related to the Cases;    (iv)  preservation of corporate existence, permits, licenses and   intellectual property;    (v) maintenance of property and insurance;    (vi)  payment and performance of obligations;    (vii) compliance with laws;    (viii)  payment of taxes;    (ix) inspection of property and books and records;    (x) use of proceeds;    (xi)  requirement to enter into deposit account control agreements   with regard to accounts of the Company located in the U.S.   (subject to exclusions for payroll and fiduciary accounts, for   accounts owned by non-Guarantors, for cash collateral in support   of letters of credit previously issued by third parties prior to the   Closing Date, and for other restricted cash to be agreed);    (xiii) environmental matters; and   (xiv)  further assurances.     





 







8   Negative Covenants: The Definitive Financing Documentation will contain only the following   negative covenants (subject to scheduled exceptions and customary   qualifications and limitations for materiality to be negotiated):      (i)  limitation on liens;      (ii)  limitation on disposition of assets, provided that, subject to the   prepayment provisions above, sales of SSG, ASMG and Hyperion shall   be permitted;      (iii)  limitation on consolidation, mergers, acquisitions, loans,   investments and intercompany transfers;      (iv)  limitation on incurrence of indebtedness;      (v) limitation on transaction with affiliates,       (vi)  limitation on restricted payments;      (vii)  limitation on prepayment of certain debt;      (viii)  limitation on negative pledges;       (ix) limitation on incurrence of super-priority claims;       (x)  limitation on sale-leaseback transactions (which shall permit the   Merlin sale-leaseback transaction on terms to be agreed);      (xi)  limitation on use of proceeds;      (xii)  limitation on change in business, structure, accounting, name and   jurisdiction of organization;      (xiii)  limitation on amendments to organization documents, bylaws,   related agreements, subordinated debt or DIP Order;       (xiv)  limitation on entry into certain contractual obligations or   settlements;      (xv)  limitation on restrictive agreements;      (xvi)  OFAC, PATRIOT Act, money-laundering and other anti-   terrorism laws;      (xvii)  hazardous materials;      (xviii)  the Company shall not have sold ASF Furnaces for an average   price of less than 85% of the average sale price set forth in the   Company’s business plan;         





 







9   (xix)  gross proceeds from monetization of assets at the Company’s   Mesa facility, excluding ASF Furnaces, shall not be less than   50% of Hilco Appraisal;       (xx) no amendment or other modifications to the Apple Settlement   Agreement in any manner adverse to the interests of the Lenders;      (xxi) the Company (other than any subsidiary organized in the   People’s Republic of China) shall have no more than (x)   $3,100,000 of restricted cash and (y) $5,300,000 in the aggregate   of other cash and cash equivalents on hand during any   consecutive three (3) business day period, in each case,    deposited in deposit accounts which are not subject to a control   agreement in favor of the Collateral Agent (the “Controlled Cash   Covenant”); provided that such amount shall be decreased by the   amount of any restricted cash currently cash collateralizing any   letter of credit to the extent such letter of credit is replaced with a   letter of credit issued under the LC Facility or otherwise expires;   and      (xxii) the Company’s subsidiaries organized in the People’s Republic   of China (such subsidiaries, the “Chinese Subsidiaries”) shall   have no more than $3,000,000 of aggregate cash and cash   equivalents on hand at any time; provided that the Borrower and   Lender shall negotiate in good faith to provide an exception that   shall permit the Chinese Subsidiaries to have more than   $3,000,000 of aggregate cash and cash equivalents to the extent   that (i) the Chinese Subsidiaries and the Loan Parties use   commercially reasonable efforts to reduce such amount to less   than $3,000,000 (subject to compliance with applicable law) and   (ii) such amount in excess of $3,000,000 was obtained by the   Chinese Subsidiaries in the ordinary course of business;      Milestones: The Definitive Financing Documentation will contain only the following   milestones relating to the Cases (which milestones shall cease to apply   upon the repayment in full in cash of the DIP Facility):   the Debtors shall have filed a plan of reorganization (the “Proposed   Plan”) and disclosure statement with respect to the Proposed Plan (the   “Disclosure Statement”) contemplating a repayment in full in cash of the   DIP Facility upon the consummation of such Proposed Plan (such   Proposed Plan, together with the Disclosure Statement, an “Approved   Plan”) on or prior to November 30, 2015;    the Bankruptcy Court shall have entered an order approving the   Disclosure Statement for the Approved Plan on or prior to January 8,   2016;    the Bankruptcy Court shall have entered an order confirming the   Approved Plan on or prior to February 15, 2016; and     





 







10    the Approved Plan shall have been consummated on or prior to February   28, 2016.   Financial Covenants: Minimum unrestricted cash and cash equivalents of $40,000,000 at any   time (which shall exclude (i) any cash collateral supporting the LC   Facility, (ii) any cash and cash equivalents held by any direct or indirect   subsidiary of the Borrower that is organized in the People’s Republic of   China, and (iii) any cash and cash equivalents in excess of $5,000,000   (excluding amount set forth in clause (ii)) that are not held in deposit or   securities accounts subject to account control agreements in favor of the   Collateral Agent).    20% maximum variance to cumulative2 operating cash receipts based on   the Approved Budget (as amended with the consents set forth below)   tested each month ending on or after September 30, 2015.      15% maximum variance to cumulative3 cash disbursements based on the   Approved Budget (as amended with the consents set forth below),   excluding the Apple Repayment Amount, costs related directly to the   shipping and installation of sold ASF Furnaces and cash amounts applied   to cash collateralize the LC Facility to the extent funded with customer   deposits received in connection with the sale of ASF Furnaces (as   defined in the Apple Settlement Agreement), tested monthly. The   Debtors shall not have incurred an average cost greater than $26,000 per   furnace related to this shipping and installation of sold ASF Furnaces.    For the avoidance of doubt, costs related to the shipping and installation   of sold ASF Furnaces shall exclude Mesa wind-down and crating costs.   Approved Budget and    Certain   Reporting    Requirements: The Borrower shall deliver, on or prior to the Closing Date, to   Blackstone Advisory Partners L.P. (“Advisor to Lenders”) and those   Lenders willing to receive such information on a confidential basis   without any cleansing requirement a budget (the “Approved Budget”)   projecting cash flows through the maturity of the DIP Facility in form   consistent with the budget previously delivered to Advisor to Lenders,   which budget shall be approved by the Majority Backstop Lenders in   their reasonable discretion; provided that any material modification to   the budget previously delivered to the Advisor to Lenders shall be   subject to consent of the Majority Backstop Lenders in their sole good   faith discretion; provided further that all Lenders shall receive on a   public basis a budget (the “Public Budget”) that is consistent with the   Approved Budget and in form consistent with the budget previously   provided to the Backstop Lenders and made public in the Company’s   Form 8-K dated March 3, 2015.  After the Closing Date, the Approved   Budget may only be modified or amended with the approval of the   Required Lenders or Lenders holding more than 60% of the aggregate                                                      2 Cumulative from the Closing Date.   3 Cumulative from the Closing Date.     





 







11   amount of the DIP Loans and the commitments under the DIP Facility to   the extent such modification or amendment to the Approved Budget shall   have an impact on the cash disbursements variance covenant set forth in   the Financial Covenants section above.    As used herein, “Majority Backstop Lenders” means the Backstop   Lenders providing more than 50% of the Backstop DIP Commitments.   On a monthly basis, deliver to Advisor to Lenders and those Lenders   willing to receive such information on a confidential basis without any   cleansing requirement (i) a variance report setting forth the actual cash   flows in the preceding month as compared to the monthly budget set   forth in the Approved Budget, and (ii) an updated thirteen (13) week   cash flow forecast, which shall be in form consistent with the thirteen   (13) week cash flow forecast previously provided to the Advisor to   Lenders.   Information Regarding   Sale of Furnaces:  The Company shall continue to hold bi-weekly calls, where Counsel to   Lenders and Advisor to Lenders are allowed to participate, to discuss   status of and updates to the sale of the Company’s furnaces and address   issues or matters that are in scope or nature of the issues or matters   currently addressed on such bi-weekly calls.    Voting: Amendments and waivers of the Definitive Financing Documentation   will require the approval of Lenders holding more than 50% of the   aggregate amount of the DIP Loans and commitments under the DIP   Facility (the “Required Lenders”); provided that the consent of the   Lenders holding more than 60% of the aggregate amount of the DIP   Loans and the commitments under the DIP Facility shall be required for   any amendment or waiver with respect to the cash disbursements   variance covenant set forth in the Financial Covenants section above;   provided further that, the consent of each Lender shall be required with   respect to, among other things, (a) increases in the commitment of such   Lender, (b) reductions of principal, interest or fees of such Lender, (c)   extensions of final maturity of the loans or commitments of such Lender,   and (d) releases of all or substantially all of the value of the guarantees   (except if such Guarantor is permitted to be sold pursuant to the   Definitive Financing Documentation) or all or substantially all of the   Collateral.    Events of Default: The Definitive Financing Documentation will contain the following   events of default: (i) a cross-default with the Apple Settlement   Agreement; (ii) failure to pay principal, interest or any other amount   when due; (iii) failure to comply with covenants; (iv) representations and   warranties incorrect or misleading in any material respect when made or   deemed made; (v) entry of order (a) dismissing Cases or conversion of   Cases to a chapter 7 case, (b) appointing a chapter 11 trustee in any of   the Cases, (c) granting any other super-priority claim or lien on the   Collateral equal or superior to that of the Lenders, (d) staying, reversing,   vacating or modifying in any manner adverse to the Lenders the DIP     





 







12   Loans or the DIP Order or (e) appointing an examiner having enlarged   powers to manage financial affairs of any Debtor; (vi) following entry of   a final DIP Order, entry of an order against any Lender regarding the DIP   Loans or the prepetition obligations that has a material adverse effect on   their rights and remedies; (vii) Debtors’ use or support of any portion of   the DIP Loans or Collateral to challenge the validity, perfection, priority,   extent or enforceability of the DIP Loans or the prepetition obligations or   the liens on the assets of the Debtors securing the DIP Loans or the   prepetition obligations; (viii) Debtors’ support of any investigation or   assertion of any claims against any Lender or any Agent; (viii) failure to   meet the milestone requirements by the applicable milestone dates; (ix)   sale of all or substantially all of the Debtors’ assets; (x) change of control;   (xi) ERISA event, environmental event or other similar reportable events;   (xii) filing of any motion or proceeding which could have material   impairment of the Lenders’ rights under the Loan Documents; (xiii) any   DIP Order ceasing to be in full force and effect; (xiv) payment of or   granting adequate protection with respect to prepetition claims other than   as approved by the Bankruptcy Court; (xv) cross-default to other   indebtedness and certain contingent obligations (for the sake of clarity,   which shall not include a cross-default to the agreement referred to in   clause (xx) below); (xvi) failure to satisfy or stay execution of judgments;   (xvii) actual or asserted invalidity or impairment of any part of the Loan   Documents (including failure of any lien to remain perfected); (xviii)   material judgments; (xix) invalidity of guarantees or liens securing the   DIP Facility; and (xx) cross-default to the occurrence of a default, and   the exercise of material remedies, in respect of the Facility Lease   Agreement, effective as of October 31, 2013, by and between Platypus   Development LLC and the Borrower.   Solicitation Process and    Solicitation Procedures The Borrower will undertake a solicitation process (the “Solicitation   Process”) to holders of the Pre-Petition Convertible Notes that are not   Commitment Parties (“Other Pre-Petition Convertible Noteholders”) for   the purpose of offering them an opportunity to subscribe for up to their   respective pro rata portions of DIP Loans pursuant to solicitation   procedures reasonably satisfactory to the Majority Backstop Lenders and   the Borrower (the “Solicitation Procedures”).  Only parties who are   Other Pre-Petition Convertible Noteholders as of the date (the “Record   Date”) on which the Borrower files a motion with the Bankruptcy Court   seeking approval of certain aspects of the Commitment Letter will be   permitted to participate in the Solicitation Process.  The Solicitation   Process will commence promptly following entry of an order by the   Bankruptcy Court reasonably satisfactory to the Majority Backstop   Lenders and the Borrower approving the Solicitation Procedures (the   “Solicitation Procedures Order”), provided that, in the event the   Bankruptcy Court fails to enter the Solicitation Procedures Order, the   Borrower and the Majority Backstop Lenders will work in good faith to   establish reasonable solicitation procedures so long as the incremental   cost to the Borrower for implementing such procedures will not exceed   $200,000.  The Borrower will commence the Solicitation Process by   issuing a press release or filing a Form 8-K with the SEC announcing     





 







13   such commencement and including a summary of the Solicitation   Procedures.  At the same time, the Borrower will send a notice to the   Other Pre-Petition Convertible Noteholders describing the Solicitation   Process and providing them with certain documents to be completed for   such purpose and instructions to send by wire transfer to an escrow   account to be established by the Administrative Agent the portion of the   DIP Loans they wish to fund up to their respective pro rata portions of   the DIP Loans.  The Solicitation Process will expire twenty (20) days   after commencement (the “Expiration Date”) unless further extended by   public announcement by the Borrower.  Any Other Pre-Petition   Convertible Noteholder that does not comply with the Solicitation   Procedures by the Expiration Date, as the same may be extended, will   not be permitted to participate as a Lender in the DIP Financing.  Other   Pre-Petition Convertible Noteholder will not have oversubscription rights   in the Solicitation Process.  The Solicitation Procedures Order will   authorize Kurtzman Carson Consultants LLC, the Borrower’s   information agent, to assist the Borrower in conducting the Solicitation   Process and implementing the Solicitation Procedures.   Assignments and    Participations: Assignments under the DIP Facility are subject to the consent of the   Administrative Agent, which consent shall not be unreasonably withheld   or delayed, except, in each case, with respect to any assignment to a   lender, an affiliate of such a lender or a fund engaged in investing in   commercial loans that is advised or managed by such a lender.  No   participation shall include voting rights, other than for matters requiring   consent of 100% of the lenders.     Indemnity and    Expense Reimbursement: The Borrower will indemnify, hold harmless and defend the Lenders, any   administrative agent and collateral agent for the DIP facility (in any such   capacity, the “Agent”), their respective affiliates and their respective   directors, officers, employees, attorneys, advisors, agents and other   representatives (each, an “Indemnified Person”) from and against any   and all losses, claims, damages and liabilities to which any such   Indemnified Person may become subject arising out of or in connection   with the DIP Facility, the use of the  proceeds  thereof  or any claim,   litigation, investigation or proceeding (a “Proceeding”) relating to any of   the foregoing, regardless of whether any Indemnified Person is a party   thereto, whether or not such Proceedings are brought by you, your equity   holders, affiliates, creditors or any other person, and to reimburse each   Indemnified Person upon demand for any reasonable legal or other out-   of-pocket expenses incurred in connection with investigating or   defending any of the foregoing, provided that the foregoing indemnity   will not, as to any Indemnified Person, apply to losses, claims, damages,   liabilities or related expenses to the extent they are found by a final,   nonappealable judgment of a court of competent jurisdiction to arise   from the willful misconduct or gross negligence of such Indemnified   Person or its control affiliates, directors, officers or employees.  In   addition, subject to the terms of the Commitment Letter, (a) all out-of-   pocket expenses (including, without limitation, reasonable fees,     





 







14   disbursements and other charges of one lead counsel (and any special or   local counsel reasonably necessary) and one financial advisor of the   Lenders and one lead counsel (and any special or local counsel) for the   Agents, an administrative fee with respect to the DIP Facility and the   Solicitation Procedures payable to the Agents in an amount not to exceed   $75,000 per year) in connection with the DIP Facility and the   transactions contemplated thereby shall be paid by the Borrower, (b) all   out-of-pocket expenses (including, without limitation, documented fees,   disbursements and other charges of one lead counsel (and any special or   local counsel reasonably necessary) and one financial advisor of the   Lenders and one lead counsel (and any special or local counsels) for the   Agents) for the enforcement costs and documentary taxes associated with   the DIP Facility and the transactions contemplated thereby shall be paid   by the Borrower, and (c) all out-of-pocket expenses (including, without   limitation, documented fees, disbursements and other charges of one lead   counsel (and any special or local counsel reasonably necessary) and one   financial advisor) of an ad hoc group of the Pre-Petition Convertible   Noteholders incurred following the commencement of the Cases shall be   paid by the Borrower; provided that, the lead counsel and financial   advisor of the Lenders selected pursuant to clauses (a), (b) and (c) above   shall initially be Akin Gump Strauss Hauer & Feld LLP and Blackstone   Advisory Partners L.P., respectively.   Cost and Yield Protection Usual for facilities and transactions of this type, including customary tax   gross-up provisions (including but not limited to provisions relating to   Dodd-Frank and Basel III).   Governing Law: State of New York (and, to the extent applicable, the Bankruptcy Code).   Counsel to the Lenders: Akin Gump Strauss Hauer & Feld LLP.