Exhibit 10.3


 


GT SOLAR HOLDINGS, LLC


11611 San Vicente Boulevard, Suite 710


Los Angeles, California 90049


 


July 29, 2008


 


Thomas M. Zarrella


2 Orchard Road


Gloucester, MA 01930


 


Re: Contemplated Distribution by GT Solar
Holdings, LLC (the “LLC”)


 


Dear Tom:


 


In connection with the initial public offering of shares of common
stock of the LLC’s wholly-owned subsidiary, GT Solar International, Inc.,
the LLC is contemplating a distribution (the “Distribution”) to the
members of the LLC promptly following the initial public offering.  You hold 175,831.9 Class B Shares of the
LLC, 87,915.95 of which will be unvested and 87,915.95 of which shall be vested
at the time of such Distribution.  Section 4.1(c)(i) of
the Limited Liability Company Agreement of the LLC, dated December 30,
2005 (the “LLC Agreement”), allows for but imposes certain restrictions
on distributions in respect of unvested Class B Shares of the LLC.


 


Notwithstanding (i) any such restrictions or any other provisions
in the LLC Agreement or (ii) any provisions in the Distribution Election
Letter delivered by you to the LLC on June 2, 2008, you and the LLC hereby
agree that the Distribution to be made by the LLC to you immediately following
the initial public offering in respect of both your vested and unvested Class B
Shares shall be allocated fully to your vested Class B Shares (with no
allocation to your unvested Class B shares).  Thus, the amount of the Distribution that
would have been made with respect to your 175,831.9 Class B Shares shall
be made in full but shall be allocated solely to the 87,915.95 Class B
Shares that have vested as of the date of such Distribution.   In addition, any additional Distributions in
the future that would have been made with respect to both your vested and
unvested Class B Shares shall be allocated fully to your vested Class B
Shares, so long as you remain an employee of GT Solar International, Inc.
and/or its subsidiaries.


 


To the extent necessary to carry out the foregoing, this letter shall
be treated as an amendment to the LLC Agreement, and by signing in the
signature spaces below, such amendment has been duly approved by OCM/GFI
Opportunities Fund II, L.P. and OCM/GFI Opportunities Fund II (Cayman), which
together hold a majority of the Power Fund Equity (as defined in the LLC
Agreement), in accordance with Section 13.3 of the LLC Agreement.


 


This letter may be executed in counterparts each of which shall be
deemed an original and when taken together shall constitute one and the same
letter.  A facsimile signature or an
electronic signature delivered by electronic transmission shall constitute an
original signature to this letter.


 


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Blank]


 

















 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  GT SOLAR HOLDINGS, LLC

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Its:  Managing Member

  
	
   

  	
   

  
	
   

  	
  By: GFI Power Opportunities Fund II, GP, LLC

  
	
   

  	
  Its:  General Partner

  
	
   

  	
   

  
	
   

  	
  By: GFI Energy Ventures LLC

  
	
   

  	
  Its:  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Landers

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Its:  Managing Member

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  Its:  General Partner

  
	
   

  	
   

  
	
   

  	
  By: GFI Power Opportunities Fund II GP, LLC

  
	
   

  	
  Its:  Director

  
	
   

  	
   

  
	
   

  	
  By: GFI Energy Ventures, LLC

  
	
   

  	
  Its:  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard K. Landers

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


Acknowledged and Agreed, as of the date first written above:


 


 


 


	
  /s/ Thomas M. Zarrella

  	
   

  
	
  Thomas M. Zarrella

  	
   

  
	
  Name:

  	
   

  



 


Acknowledged and Agreed, as of the date first written above:


 


OCM/GFI POWER OPPORTUNITIES FUND II, L.P.


 


By:  GFI Power Opportunities Fund
II, GP, LLC

Its:   General Partner


 

















 


	
  By: GFI Energy Ventures LLC

  
	
  Its: Managing Member

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard K. Landers

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  OCM/GFI POWER OPPORTUNITIES FUND II (CAYMAN), L.P.

  
	
   

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

  
	
  Its: General Partner

  
	
   

  
	
  By: GFI Power Opportunities Fund II GP, LLC

  
	
  Its: Director

  
	
   

  
	
  By: GFI Energy Ventures, LLC

  
	
  Its: Managing Member

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard K. Landers

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: