GT ADVANCED TECHNOLOGIES INC., as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as ofIndenture • September 24th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of , between GT Advanced Technologies Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 20 Trafalgar Square, Nashua, New Hampshire 03063, and U.S. Bank National Association, as trustee (herein called the “Trustee”).
CREDIT AGREEMENT Dated as of July 29, 2008 among GT SOLAR INTERNATIONAL, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • July 31st, 2008 • GT Solar International, Inc. • Semiconductors & related devices • New York
GT ADVANCED TECHNOLOGIES INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 28, 2012Indenture • September 28th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of September 28, 2012, between GT Advanced Technologies Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 243 Daniel Webster Highway, Merrimack, New Hampshire 03054, and U.S. Bank National Association, as trustee (herein called the “Trustee”).
11,000,000 Shares GT Solar International, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2010 • GT Solar International, Inc. • Semiconductors & related devices • New York
GT ADVANCED TECHNOLOGIES, INC. AND U.S. Bank National Association as Trustee First Supplemental Indenture Dated as of September 28, 2012 to Indenture Dated as of September 28, 2012 3.00% Convertible Senior Notes due 2017First Supplemental Indenture • September 28th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
FIRST SUPPLEMENTAL INDENTURE dated as of September 28, 2012 (this “Supplemental Indenture”) between GT Advanced Technologies Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture dated as of September 28, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
CREDIT AGREEMENT dated as of December 13, 2010 among GT SOLAR INTERNATIONAL, INC., as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • December 17th, 2010 • GT Solar International, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT dated as of December 13, 2010 (this “Agreement”), among GT SOLAR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
GT ADVANCED TECHNOLOGIES, INC. AND U.S. Bank National Association as Trustee Second Supplemental Indenture Dated as of December 10, 2013 to Indenture Dated as of September 28, 2012 3.00% Convertible Senior Notes due 2020Second Supplemental Indenture • December 10th, 2013 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
SECOND SUPPLEMENTAL INDENTURE dated as of December 10, 2013 (this “Second Supplemental Indenture”) between GT Advanced Technologies Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture dated as of September 28, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by the First Supplemental Indenture dated as of September 28, 2012 between the Company and Trustee (the “First Supplemental Indenture”) and this Second Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
GT ADVANCED TECHNOLOGIES INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2013 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
GT ADVANCED TECHNOLOGIES INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 23rd, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [March , 2012], by and between GT Advanced Technologies, Inc., a Delaware corporation (the “Company”), and Kathleen A. Cote (“Director”), in accordance with the 2011 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”).
GT ADVANCED TECHNOLOGIES INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 18th, 2013 • GT Advanced Technologies Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of , 2013, by and between GT Advanced Technologies Inc., a Delaware corporation (the “Company”), and «Employee» (“Employee”), in accordance with the 2011 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”). Certain definitions are set forth in Section 7 of this Agreement.
AMENDED AND RESTATED FACILITY LEASE AGREEMENTFacility Lease Agreement • January 5th, 2015 • GT Advanced Technologies Inc. • Semiconductors & related devices
This Amended and Restated Facility Lease Agreement (this “Lease”) is entered into by Platypus Development LLC, a Delaware limited liability company (“Landlord”) and GTAT Corporation, a Delaware corporation (“Tenant”), effective as of December 15, 2014 (the “Effective Date”). Any capitalized terms used in this Lease shall have the meanings assigned to them in the Glossary attached as Exhibit A, or if not defined in Exhibit A, those assigned to them in the Amended Settlement Agreement (as hereinafter defined).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • April 26th, 2007 • GT Solar International, Inc. • Delaware
THIS AGREEMENT is made as of December 30, 2005 between GT Equipment Technologies, Inc., a Delaware corporation (the "Company"), and Thomas M. Zarrella ("Executive").
Form of RSU Performance Award Agreement GT ADVANCED TECHNOLOGIES INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • March 11th, 2014 • GT Advanced Technologies Inc. • Semiconductors & related devices • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [Date of Award], by and between GT Advanced Technologies Inc., a Delaware corporation (the “Company”), and «Employee» (“Employee”), in accordance with the 2011 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”). Certain definitions are set forth in Section 7 of this Agreement.
PREPAYMENT AGREEMENT between GTAT CORPORATION and APPLE INC. Dated as of October 31, 2013Prepayment Agreement • June 17th, 2014 • GT Advanced Technologies Inc. • Semiconductors & related devices
THIS PREPAYMENT AGREEMENT #C56-13-03457, is entered into as of October 31, 2013 (this “Agreement”), between GTAT Corporation, a Delaware corporation having its principal place of business at 243 Daniel Webster Highway, Merrimack, NH 03054 (“GTAT” or “Supplier”) and Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States (“Apple”).
GT SOLAR INTERNATIONAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • New Hampshire
THIS AGREEMENT (this "Agreement") is made as of November 7, 2007, between GT Solar International, Inc., a Delaware corporation (the "Company"), and Edwin Lewis ("Executive").
APPLE INC. MASTER DEVELOPMENT AND SUPPLY AGREEMENTMaster Development and Supply Agreement • June 17th, 2014 • GT Advanced Technologies Inc. • Semiconductors & related devices • California
This Master Development and Supply Agreement #C56-13-02947 (the “Agreement”) is entered into by and among Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States (“Apple”) and GTAT Corporation, having its principal place of business at 243 Daniel Webster Highway, Merrimack, NH 03054 (“GTAT”), effective as of October 31, 2013 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2007 • GT Solar International, Inc. • New Hampshire
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Closing or a certain Plan of Merger among the Company, GT Solar Holdings, LLC and various other parties ("Effective Date"), is entered into by and between Daniel Lyman (the "Executive") and GT Equipment Technologies, Inc., a New Hampshire corporation (the "Company").
GT ADVANCED TECHNOLOGIES INC. $205 Principal AmountUnderwriting Agreement • September 28th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of September 28, 2012, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and/or shares of the common stock (the “Common Stock”) of the Company, $0.01 par value per share (the “Shares”).
Form of RSU Performance Award Agreement (Chief Executive Officer) GT ADVANCED TECHNOLOGIES INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENTPerformance Restricted Stock Unit Agreement • June 12th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [ ], by and between GT Advanced Technologies Inc., a Delaware corporation (the “Company”), and «Employee» (“Employee”), in accordance with the 2011 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”). Certain definitions are set forth in Section 7 of this Agreement.
GT SOLAR INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 6th, 2009 • GT Solar International, Inc. • Semiconductors & related devices • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of January , 2009, by and between GT Solar International, Inc., a Delaware corporation (the “Company”), and [ ] (“Employee”), in accordance with the 2008 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”). Certain definitions are set forth in Section 7 of this Agreement.
ADEQUATE PROTECTION AND SETTLEMENT AGREEMENTAdequate Protection and Settlement Agreement • December 31st, 2014 • GT Advanced Technologies Inc. • Semiconductors & related devices • New York
This Adequate Protection and Settlement Agreement (this “Settlement Agreement”), is made and entered as of October 21, 2014, by and among (i) Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014 (“Apple”) and Platypus Development LLC (“Platypus”, and together with Apple, the “Apple Parties”), and (ii) GTAT Corporation, a Delaware corporation, having its principal place of business at 243 Daniel Webster Highway, Merrimack, NH 03054 (“GTAT Corp.”), and GT Advanced Technologies, Inc., GT Advanced Equipment Holding LLC (“SPE”), GT Equipment Holdings, Inc., Lindbergh Acquisition Corp., GT Sapphire Systems Holding LLC, GT Advanced Cz LLC, GT Sapphire Systems Group LLC and GT Advanced Technologies Limited (“GT HK”) (together with GTAT Corp., the “GTAT Parties”). The Apple Parties and the GTAT Parties are referred to herein, collectively, as the “Parties”. Capitalized terms used but not defined herein will have the meanings
STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • Delaware
GT SOLAR INCORPORATED EMPLOYEE, NON-COMPETITION, NON-DISCLOSURE, PROPRIETARY INFORMATION AND PATENT AND INVENTION ASSIGNMENT AGREEMENTEmployee Non-Competition and Non-Disclosure Agreement • July 18th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • New Hampshire
In consideration of my employment or continued employment, as the case may be, with GT Solar Incorporated (the "Company"), and the compensation received by me from the Company, from time to time, I hereby agree with the Company as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 7th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between GT Advanced Technologies Inc., a Delaware corporation (the “Company”), and [Name of Director] (“Indemnitee”).
STOCK OPTION AGREEMENTStock Option Agreement • November 10th, 2009 • GT Solar International, Inc. • Semiconductors & related devices • Delaware
GT SOLAR EQUIPMENT TECHNOLOGIES, INC. EMPLOYEE, NON-COMPETITION, NON- DISCLOSURE, PROPRIETARY INFORMATION AND PATENT AND INVENTION ASSIGNMENT AGREEMENTEmployee Non-Competition, Non-Disclosure, Proprietary Information and Patent and Invention Assignment Agreement • April 18th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • New Hampshire
In consideration of my employment or continued employment, as the case may be, with GT Solar Equipment Technologies, Inc. (the "Company"), and the compensation received by me from the Company, from time to time, I hereby agree with the Company as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • April 26th, 2007 • GT Solar International, Inc. • New Hampshire
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective the 12th day of April 2006 ("Effective Date"), is entered into by and between David W. Keck, 191 Kelsey Lane, Butte, MT 59701 ("Executive") and GT Equipment Technologies, Inc., a Delaware corporation with principal offices at 243 Daniel Webster Highway, Merrimack, NH 03054 (the "Company").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of July 1, 2008 (this "Agreement") by and among GT Solar International, Inc., a Delaware corporation (the "Company"), GT Solar Holdings, LLC, a Delaware limited liability company (together with any corporate successor thereto, "Holdings"), GT Solar Incorporated, a Delaware corporation formerly known as GT Equipment Technologies, Inc. (the "Operating Company"), and OCM/GFI Power Opportunities Fund II, L.P., a Delaware limited partnership (the "Managing Member"), amends and restates in its entirety that Registration Rights Agreement, dated December 30, 2005 (the "Original Agreement"), by and among Holdings, the Operating Company, the Managing Member and the other holders of Shares of Holdings (the Managing Member and the other holders of Shares of Holdings are collectively referred to as the "Members").
GT SOLAR INTERNATIONAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2010 • GT Solar International, Inc. • Semiconductors & related devices • New Hampshire
THIS AGREEMENT (this “Agreement”) is made as of February 23, 2010, between GT Solar International, Inc., a Delaware corporation (the “Company”), and Richard Gaynor (“Executive”).
GUARANTYGuaranty • June 6th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • New York
This GUARANTY ("Guaranty"), dated as of April 1, 2006 is made by GT Solar Holdings, LLC, a Delaware Limited Liability company, and GT Equipment Holdings, Inc., a Delaware corporation (each a "Guarantor" and collectively, the "Guarantors") in favor of the persons listed on Schedule I attached to this Guaranty (together, the "Lender"), and their respective permitted assigns and successors, with reference to the following facts:
GT Solar International. Inc. Letterhead]Letter Agreement • June 6th, 2008 • GT Solar International, Inc. • Semiconductors & related devices
As discussed, this letter amends certain provisions of the letter agreement dated August 8, 2006 between you and GT Solar Incorporated, formerly GT Equipment Technologies, Inc., ("Letter Agreement").
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 6th, 2008 • GT Solar International, Inc. • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 28, 2006 (this "Agreement"), by and among GT SOLAR INCORPORATED, a Delaware corporation ("GT " or, with regard to the period upon and after the Effective Time (as hereinafter defined), the "Surviving Corporation"), GT SOLAR INTERNATIONAL, INC., a Delaware corporation ("Holdco"), which is a direct wholly owned subsidiary of GT, and GT SOLAR MERGER CORP., a Delaware corporation ("Merger Sub"), which is a direct wholly owned subsidiary of Holdco and an indirect wholly owned subsidiary of GT (GT and Merger Sub, collectively, the "Constituent Corporations" and each, a "Constituent Corporation").
GT Solar Incorporated Merrimack, New Hampshire 03054 EMPLOYMENT AGREEMENT AMENDMENT FOR CODE SECTION 409AEmployment Agreement • June 9th, 2009 • GT Solar International, Inc. • Semiconductors & related devices • New Hampshire
This letter agreement (the “Amendment”) shall amend the Employment Agreement, dated as of April 12, 2006, as amended by that letter agreement dated January 16, 2007 (as so amended, the “Employment Agreement”), between you (the “Executive”) and GT Equipment Technologies, Inc. (now known as GT Solar Incorporated, the “Company”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. Except as modified by this Amendment, the Employment Agreement shall remain in full force and effect, and this Amendment shall not serve in any manner as a waiver or a novation of the Executive’s duties or obligations under the Employment Agreement; provided, that in the event that any provision in this Amendment conflicts with the Employment Agreement or any other agreement, policy, plan or arrangement between the Executive and the Company, the terms of this Amendment shall govern.
WAREHOUSE LEASE AGREEMENTWarehouse Lease Agreement • January 5th, 2015 • GT Advanced Technologies Inc. • Semiconductors & related devices
This Warehouse Lease Agreement (this “Lease”) is entered into by Platypus Development LLC, a Delaware limited liability company (“Landlord”) and GTAT Corporation, a Delaware corporation (“Tenant”), effective as of December 15, 2014 (the “Effective Date”). Any capitalized terms used in this Lease shall have the meanings assigned to them in the Glossary attached as Exhibit A, or if not defined in Exhibit A, those assigned to them in the Amended Settlement Agreement (as hereinafter defined).
INDEPENDENT CONSULTANT AGREEMENTIndependent Consultant Agreement • October 18th, 2012 • GT Advanced Technologies Inc. • Semiconductors & related devices • Montana
THIS INDEPENDENT CONSULTANT AGREEMENT (this “Agreement”), is entered into as of October 12, 2012 by and between GTAT Corp. (the “Company”), a Delaware corporation with an address at 243 Daniel Webster Highway, Merrimack, NH 03054, and David Keck (the “Consultant”) having an address at 11754 Windemere Drive , Missoula, MT 59804. This Agreement shall be effective on the date following the date of the Consultant’s termination of employment with the Company (the “Effective Date”).
