and assigns, hereby waives diligence, presentment, protest and demand and notice
of intent to accelerate, notice of acceleration, notice of protest, demand,
dishonor and non-payment of this Note. THIS NOTE AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS
[ex101gtatdipcreditagreem168.jpg]
B -2 Form of Note 49333216_3 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW) THEREOF, EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE - Signature
Page to Follow -
[ex101gtatdipcreditagreem169.jpg]
B -3 Form of Note 49333216_3 GT ADVANCED TECHNOLOGIES, INC., a Delaware
corporation By: Name: Title:
[ex101gtatdipcreditagreem170.jpg]
C -1 Form of Administrative Questionnaire 49333216_3 EXHIBIT C FORM OF
ADMINISTRATIVE QUESTIONNAIRE [to be provided]
[ex101gtatdipcreditagreem171.jpg]
[ENTITY NAME] ADMINISTRATIVE CONTACTS CREDIT CONTACTS Name: Title: Address:
Phone: Fax: Email: Name: Title: Address: Phone: Fax: Email: Wire Instructions
Full Legal Name, Signature Block and Address: Bank Name: City, state: ABA no:
Acct. name: Acct. no.: Reference: Full Legal Name: Signature Block: By:
______________________________________ Name: Title: Mailing Address: Tax ID:
[ex101gtatdipcreditagreem172.jpg]
D - 1 Form of Assignment and Assumption 49333216_3 EXHIBIT D FORM OF ASSIGNMENT
AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption")
is dated as of the Effective Date set forth below and is entered into by and
between [the][each] Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each] Assignee identified in item 2 below ([the][each, an]
"Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the "Credit Agreement"), receipt
of a copy of which is hereby acknowledged by the Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full. For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor's][the respective Assignors'] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto in the amount[s] and equal to the percentage interest[s] identified
below of all the outstanding rights and obligations under the Commitment/Loans
identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as