Case: HJB Doc #: 484 Filed: 11/10/14 Desc: Main Document Page 1 of 10 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE.

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1 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 1 of 10 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x In re GT Advanced Technologies Inc., et al., Debtors x Chapter 11 Case No HJB Jointly Administered DEBTORS MOTION FOR APPROVAL OF STIPULATION BY AND BETWEEN GTAT CORPORATION AND BANK OF AMERICA, N.A. REGARDING TREASURY SERVICES AGREEMENT AND ORDER TO THE HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE GT Advanced Technologies, Inc. and its affiliated debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the Debtors ) hereby submit this motion (the Motion ), pursuant to section 105, 362(d), and 364 of 11 U.S.C. 101, et seq. (the Bankruptcy Code ), for entry of an order approving the Stipulation by and Between GTAT Corporation and Bank Of America, N.A. Regarding Treasury Services Agreement and Order (the Stipulation ). In support of this Motion, the Debtors respectfully represent JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126),

2 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 2 of The statutory predicates for the relief requested herein are sections 105 and 362(d) of the Bankruptcy Code. BACKGROUND A. General Background 3. On October 6, 2014 (the Petition Date ), the Debtors commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire (the Court ). The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner has been made in these chapter 11 cases. 4. On October 14, 2014, the Office of the United States Trustee for the District of New Hampshire appointed an official committee of unsecured creditors (the Creditors Committee ) in these chapter 11 cases. B. The Treasury Services Agreement 5. On March 12, 2008, Debtor GTAT Corporation (f/k/a GT Solar Incorporated) ( GTAT Corp. ) and BofA entered into an Authorization and Agreement for Treasury Services (together with the accompanying Treasury Services Terms and Conditions Booklet, the Treasury Services Agreement ). 6. Pursuant to the Treasury Services Agreement, BofA provides GTAT Corp. with certain treasury services (the Treasury Services ), including, but not limited to, (i) issuing purchasing cards to certain of GTAT Corp. s employees to purchase goods and services that are used in GTAT Corp. s business (the Corporate Card Services ), (ii) effecting electronic foreign and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

3 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 3 of 10 currency exchanges, and (iii) completing ACH credit and debit transactions. BofA has in the past issued commercial or standby letters of credit for GTAT Corp. and its affiliates (the Letter of Credit Services ). 7. Pursuant to the Treasury Services Agreement, GTAT Corp. granted to BofA a security interest and contractual right of setoff in and to the amounts held in the numerous bank accounts GTAT Corp. maintains with BofA (the GTAT Corp. Bank Accounts ). 8. On the Petition Date, the Debtors filed the Debtors Emergency Ex Parte Motion for Entry of Order, Pursuant to Bankruptcy Code Sections 105(a), 345(b), 363(c)(1), 364(a), 364(b), and 503(b)(1), Bankruptcy Rules 6003 and 6004, (A) Authorizing Debtors to Use Existing Cash Management System, (B) Authorizing and Directing Banks and Financial Institutions to Honor and Process Checks and Transfers, (C) Authorizing Continued Use of Intercompany Transactions, (D) Waiving Requirements of Section 345(B) of Bankruptcy Code and (E) Authorizing Debtors to Use Existing Bank Accounts and Existing Business Forms [Docket No. 4] (the Cash Management Motion ). 9. Pursuant to the Cash Management Motion, the Debtors sought, among other things, authority to pay fees and other charges (the Bank Account Claims ) incurred in connection with bank services and reimbursement or other payment obligations arising under any prepetition treasury services agreements governing the Debtors bank accounts, including the GTAT Corp. Bank Accounts. In the Cash Management Motion, the Debtors argued that absent payment of the Bank Account Claims, BofA and the Debtors other banks might assert setoff rights against the funds in the Debtors bank accounts on account of the Bank Account Claims, freeze the Debtors bank accounts, and/or refuse to provide banking services to the Debtors. 10. On October 9, 2014, this Court entered an order granting the Cash Management 3

4 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 4 of 10 Motion. 11. BofA asserts that GTAT Corp. owes BofA $[581,215.58] under the Treasury Services Agreement for transactions and fees incurred in connection with Corporate Card Services 2 (the Corporate Card Obligations ) and is entitled to setoff amounts on deposit in the GTAT Corp. Bank Accounts to pay the Corporate Card Obligations. 12. As a result of nonpayment of the Corporate Card Obligations, BofA has ceased providing Treasury Services to GTAT Corp. under the Treasury Services Agreement and frozen amounts held in one of the GTAT Corp. Bank Accounts necessary to pay the Corporate Card Obligations. 13. The Parties have agreed to stipulate as to relief from the automatic stay under section 362(a) of the Bankruptcy Code (the Automatic Stay ) to permit BofA to recover the Corporate Card Obligations through setoff and terms on which BofA will continue to provide Treasury Services and Letter of Credit Services. RELIEF REQUESTED 14. By this Motion, the Debtors seek entry of an order approving the Stipulation in all respects. The Stipulation (i) authorizes BofA to setoff against the funds held in the GTAT Corp. Bank Accounts the Corporate Card Obligations, in full satisfaction of such Corporate Card Obligations and (ii) lifts the Automatic Stay to allow BofA to effect such setoff. 15. The Stipulation further provides that, subject to the terms and conditions set forth in the Stipulation, BofA shall continue to provide postpetition Treasury Services to GTAT Corp. under the Treasury Services Agreement as provided in the Stipulation and otherwise on the same 2 Certain transactions immediately after the Petition Date involving payment of prepetition debt were completed without Court authorization. The Debtors reserve all rights against prepetition creditors that may have received such payments, including rights to recover payments pursuant to sections 547, 549, and 550 of the Bankruptcy Code. 4

5 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 5 of 10 basis and subject to the same terms and conditions as such Treasury Services were or would have been provided to GTAT Corp. under the Treasury Services Agreement prior to the Petition Date and will continue to provide the Letter of Credit Services. 16. Finally, the Stipulation (i) authorizes BofA without further order of the Court to setoff at any time, and from time to time, any postpetition obligations that become due under the Treasury Services Agreement or in respect of Letter of Credit Services against the amounts held in the GTAT Corp. Bank Accounts, and (ii) lifts the Automatic Stay to the extent necessary for BofA to exercise such right of setoff. BASIS FOR RELIEF 17. The Debtors respectfully submit that the Stipulation is in the best interest of the Debtors, their estates, and their creditors. A. Cause Exists to Lift the Automatic Stay to Permit BofA to Exercise Setoff Rights 18. Cause exists to modify the automatic stay under section 362(d)(1) to permit BofA to exercise such setoff rights with respect to the funds in the GTAT Corp. Bank Accounts. Section 362(a)(7) of the Bankruptcy Code provides that the filing of a voluntary petition operates as an automatic stay, applicable to all parties, against the setoff of any debt owing to the debtor that arose before the commencement of the case under this title against any claim against the debtor. 11 U.S.C. 362(a)(7). However, Section 362(a)(7) does not affect the right of a creditor to setoff, but simply stays its enforcement pending an orderly examination of the debtors and creditors rights. H.R. Rep. No , at 342 (1977); S. Rep. No , at 51 (1978). Thus, a party may still exercise its right of setoff in a bankruptcy proceeding, but must first obtain relief from the automatic stay or obtain an order allowing setoff prior to exercising any such right. In re Wicks, 176 B.R. 695, 698 (Bankr. E.D.N.Y. 1995). 5

6 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 6 of Section 362(d)(l) of the Bankruptcy Code provides that a court shall grant relief from the automatic stay for cause. Although the Bankruptcy Code does not define cause, courts have recognized that cause under section 362(d)(l) must be determined on a case-bycase basis. See In re Tucson Estates, 912 F.2d 1162, 1166 (9th Cir.1990). Courts have stated that where a creditor has established a right to setoff, the creditor has also made a prima facie showing of cause for relief from the automatic stay. In re Ealy, 392 B.R. 408, 414 (Bankr. E.D. Ark. 2008); In re Cullen, 329 B.R. 52, (Bankr. N.D. Iowa 2005). 20. The Debtors believe that BofA has valid setoff rights with respect to the funds in the GTAT Corp. Bank Accounts. Although, prior to October 1, 2014, the Corporate Card Services were provided by FIA Card Services, NA ( FIA ), an affiliate of BofA, on October 1, 2014, FIA merged with BofA. The Debtors are informed and believe that the merger between FIA and BofA was not effected for the purpose of obtaining setoff rights against the Debtors. Thus, the Debtors submit that cause exists to modify the automatic stay under section 362(d)(1) to permit BofA to exercise such setoff rights. B. Section 105 of the Bankruptcy Code and the Doctrine of Necessity Support Entry into the Stipulation 21. Entry into the Stipulation should also be authorized pursuant to section 105 of the Bankruptcy Code under the doctrine of necessity. BofA is unwilling to provide postpetition Treasury Services and Letter of Credit Services to the Debtors absent payment of the Corporate Card Obligations. Use of the Treasury Services and the Letter of Credit Services is necessary to the operation of the Debtors business. The Court s power to utilize the doctrine of necessity in chapter 11 cases derives from the Court s inherent equity powers and its statutory authority under section 105(a) of the Bankruptcy Code to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). 6

7 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 7 of Courts have observed that the doctrine of necessity recognizes the existence of the judicial power to authorize a debtor to pay prepetition claims where such payment is essential to the debtor s continued operation. In re Ionosphere Clubs, Inc., 98 B.R. 174, 176 (Bankr. S.D.N.Y. 1989); see also in re Jeans.com, Inc., 502 B.R. 250, 259 (Bankr. D.P.R. 2013); In re Just for Feet, Inc., 242 B.R. 821, 826 (D. Del. 1999) (stating that where the debtor cannot survive absent payment of certain prepetition claims, the doctrine of necessity should be invoked to permit payment); In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Va. 1992) ( [T]he court can permit pre-plan payment of a pre-petition obligation when essential to the continued operation of the debtor. ); In re Eagle-Picher Indus., Inc., 124 B.R. 1021, 1023 (Bankr. S.D. Ohio 1991) ( [T]o justify payment of a pre-petition unsecured creditor, a debtor must show that the payment is necessary to avert a serious threat to the chapter 11 process. ). 23. The Treasury Services are absolutely essential to the Debtors restructuring efforts. Absent authority to setoff the Corporate Card Obligations and any postpetition obligations that become due under the Treasury Services Agreement, BofA will not provide any postpetition Treasury Services to GTAT Corp under the Treasury Services Agreement, which are necessary for the continued operations of the Debtors businesses. C. To the Extent the Stipulation Contemplates the Incurrence of Postpetition Debt, Debt May be Incurred Under Section 364 of the Bankruptcy Code 24. Section 364 of the Bankruptcy Code authorizes a debtor to incur postpetition debt as an administrative expense. GTAT Corp. s operations depend on the ability of its employees to purchase goods and services on credit that are used in GTAT Corp. s business. Typically less than $200,000 per month is charged under the Corporate Card Services program. In addition, GTAT Corp. from time to time requires issuance of letters of credit in favor of customers in the normal course of its business. Under the Debtors present financial circumstances, it would 7

8 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 8 of 10 substantially disrupt the Debtors operations to change their banking services. 25. Absent entry into the Stipulation, BofA will not provide any postpetition Treasury Services to GTAT Corp under the Treasury Services Agreement, including the Corporate Card Services. Accordingly, incurrence of credit pursuant to the Stipulation is warranted pursuant to section 364 of the Bankruptcy Code. 26. This Motion and the Stipulation have been circulated to the Creditors Committee and the Office of the United States Trustee for the District of New Hampshire, none of whom expressed any objections to this Motion or the terms and conditions of the Stipulation. NOTICE 27. The Debtors have provided notice of this Motion by serving a copy of it upon (a) the Office of the United States Trustee for Region 1, 1000 Elm Street, Suite 605 Manchester, NH 03101, Attn Geraldine L. Karonis; (b) Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn James S. Carr, Esq., counsel to the Creditors Committee; (c) the indenture trustee for the Debtors (i) 3.00% Convertible Senior Notes due 2017, and (ii) 3.00% Convertible Senior Notes due 2020, U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107, Attn Hazrat R. Haniff; (d) the Internal Revenue Service, 1000 Elm St., 9th Floor Manchester, NH 03101, Attn District and Regional Directors; (e) U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; (f) Weil Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY , Attn Gary T. Holtzer, Esq. and Michael F. Walsh, Esq., counsel to Apple Inc.; and (g) those parties who have formally filed requests for notice in these chapter 11 cases pursuant to Bankruptcy Rule The Debtors request that the Court find such notice of this Motion to be good and sufficient in the circumstances. 8

9 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 9 of 10 NO PRIOR REQUEST 28. No previous request for the relief sought herein has been made to the Court or any other court. [Remainder of Page Left Intentionally Blank] 9

10 Case HJB Doc # 484 Filed 11/10/14 Desc Main Document Page 10 of 10 WHEREFORE, the Debtors respectfully request that this Court enter an Order, substantially in the form attached hereto, granting the relief requested herein and such other and further relief as is just and proper. Dated November 10, 2014 Manchester, NH /s/daniel W. Sklar Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH Telephone (603) Facsimile (603) and- James M. Wilton, Esq. ROPES & GRAY LLP 800 Boylston Street Boston, Massachusetts Telephone (617) Facsimile (617) Proposed Co-Counsel for Debtors and Debtors in Possession 10

11 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 1 of 6 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE x In re GT Advanced Technologies Inc., et al., Debtors x Chapter 11 Case No HJB Jointly Administered STIPULATION BY AND BETWEEN GTAT CORPORATION AND BANK OF AMERICA, N.A. REGARDING TREASURY SERVICES AGREEMENT AND ORDER GTAT Corporation (f/k/a GT Solar Incorporated) ( GTAT Corp. ), a debtor and debtorin-possession in the above-captioned chapter 11 cases, by and through its undersigned counsel, and Bank of America, N.A. ( BofA, and together with GTAT Corp., the Parties ), by and through its undersigned counsel, hereby enter into this stipulation and agreed order (this Stipulation ) and agree as follows RECITALS WHEREAS, on March 12, 2008, GTAT Corp. and BofA entered into an Authorization and Agreement for Treasury Services (together with the accompanying Treasury Services Terms and Conditions Booklet, the Treasury Services Agreement ); WHEREAS, such services included purchase cards issued by the BofA affiliate FIA Card Services, NA ( FIA ); WHEREAS, on October 1, 2014, FIA merged into BofA; 1 The Debtors, along with the last four digits of each debtor s tax identification number, as applicable, are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), _6

12 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 2 of 6 WHEREAS, GTAT Corp. maintains numerous bank accounts with BofA (the GTAT Corp. Bank Accounts ); WHEREAS, pursuant to the Treasury Services Agreement, BofA provides GTAT Corp. with certain treasury services (the Treasury Services ), including, but not limited to, (i) issuing purchasing cards to certain of GTAT Corp. s employees to purchase goods and services that are used in GTAT Corp. s business (the Corporate Card Services ), (ii) effecting electronic foreign currency exchanges (the Electronic Foreign Exchange Services ), and (iii) completing ACH credit and debit transactions (the ACH Transactions ); WHEREAS, BofA has in the past issued commercial or standby letters of credit for GTAT Corp. and its affiliates (the Letter of Credit Services ); WHEREAS, pursuant to the Treasury Services Agreement, GTAT Corp. granted to BofA a security interest and contractual right of setoff in and to the amounts held in the GTAT Corp. Bank Accounts; WHEREAS, on October 6, 2014 (the Petition Date ), GTAT Corp. and its affiliated debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively, the Debtors ) commenced voluntary cases under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the District of New Hampshire (the Court ); WHEREAS, BofA asserts that, as of the Petition Date, GTAT Corp. owes BofA $581, under the Treasury Services Agreement for transactions and fees incurred in connection with Corporate Card Services (the Corporate Card Obligations ) and is entitled to and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH _6 2

13 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 3 of 6 setoff amounts on deposit in the GTAT Corp. Bank Accounts to pay the Corporate Card Obligations; WHEREAS, as a result of nonpayment of the Corporate Card Obligations, BofA has ceased providing Treasury Services to GTAT Corp. under the Treasury Services Agreement and frozen amounts held in one of the GTAT Corp. Bank Accounts necessary to pay the Corporate Card Obligations; and WHEREAS, the Parties have agreed to stipulate as to relief from the automatic stay to permit BofA to recover the Corporate Card Obligations through setoff and terms on which BofA will continue to provide Treasury Services and Letter of Credit Services. AGREED ORDER IT IS THEREFORE AGREED AND UPON COURT APPROVAL HEREOF IT SHALL BE ORDERED THAT 1. Subject to approval of this Stipulation by the Court, BofA is authorized to setoff against the funds held in the GTAT Corp. Bank Accounts the Corporate Card Obligations, and the automatic stay under section 362(a) of the Bankruptcy Code (the Automatic Stay ) is hereby lifted for BofA to effect such setoff. GTAT Corp. waives any right to avoid or later recover such setoff or any other payments previously made with respect to the Corporate Card Obligations. 2. From and after the Petition Date, BofA shall continue to provide postpetition Treasury Services to GTAT Corp. under the Treasury Services Agreement, including, but not limited to the Corporate Card Services, the Electronic Foreign Exchange Services, and the ACH Transactions, and will continue to provide the Letter of Credit Services, on the same basis and subject to the same terms and conditions as such Treasury Services were or would have been provided to GTAT Corp. under the Treasury Services Agreement prior to the Petition Date; _6 3

14 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 4 of 6 provided that (i) with respect to Corporate Card Services, GTAT Corp. will prepay for such services and BofA shall not be obligated to accept charges in excess of the prepaid balance, (ii) with respect to Electronic Foreign Exchange Services, GTAT Corp. will prefund foreign currency transactions at the time of initiation, including any fees and charges related to such transactions, (iii) with respect to ACH Transactions, GTAT Corp. must have available funds for ACH credit transactions in accounts before data is submitted for payment, and (iv) with respect to Letter of Credit Services, BofA may in its sole discretion, but shall have no obligation to, issue letters of credit on request in form satisfactory to BofA and subject to customary documentation, and if fully cash collateralized in an amount equal to at least 105% of the aggregate face amount of all outstanding letters of credit. All funds pledged by GTAT Corp. as cash collateral for the Treasury Services and Letter of Credit Services shall be held in a segregated account and shall not be subject to a lien or claim by any third party. 3. BofA is authorized without further order of the Court to setoff at any time, and from time to time, any postpetition obligations that become due under the Treasury Services Agreement or in respect of Letter of Credit Services (including in connection with any letters of credit that were issued prior to the Petition Date, but drawn upon post-petition) against the amounts held in the GTAT Corp. Bank Accounts, and the Automatic Stay is hereby deemed lifted to the extent necessary for BofA to exercise such right of setoff. 4. This Stipulation may be signed in counterpart originals and delivered by or facsimile, which, when fully executed, shall constitute a single original. 5. This Stipulation constitutes the entire agreement and understanding of the Parties regarding the Stipulation and the subject matter thereof. The terms set forth in this Stipulation _6 4

15 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 5 of 6 are part of a comprehensive compromise, and each element is an integral aspect of the agreed settlement and is non-severable. 6. The Court shall retain jurisdiction (and BofA consents to such retention of jurisdiction) with respect to any disputes arising from or other actions to interpret, administer, or enforce the terms and provisions of this Stipulation. 7. The undersigned counsel represents that he/she is authorized to execute this Stipulation on behalf of his/her respective client _6 5

16 Case HJB Doc # Filed 11/10/14 Desc Proposed Order Stipulation By and Between GTAT Corporation and Bank of America Page 6 of 6 Date November 10, 2014 ROPES & GRAY LLP /s/ James M. Wilton James M. Wilton Prudential Tower 800 Boylston Street Boston, Massachusetts Tel (617) Fax (617) james.wilton@ropesgray.com BANK OF AMERICA, N.A., By its counsel, /s/ Steven T. Greene Steven T. Greene Alexander G. Rheaume (BNH # 06722) RIEMER & BRAUNSTEIN LLP Three Center Plaza Boston, Massachusetts sgreene@riemerlaw.com arheaume@riemerlaw.com (617) Proposed Counsel to the Debtors and Debtors in Possession SO ORDERED HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE _6 6

17 Case HJB Doc # Filed 11/10/14 Desc Notice of Hearing Page 1 of 2 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re GT ADVANCED TECHNOLOGIES INC., et. al., Debtors 1 Case No HJB Chapter 11 Hearing Date November 25, 2014 Hearing Time 1000 a.m. Objection Deadline November 18, 2014 Jointly Administered NOTICE OF HEARING Please be advised that a hearing on Debtors Motion For Approval Of Stipulation By And Between GTAT Corporation And Bank Of America, N.A. Regarding Treasury Services Agreement And Order will be held on November 25, 2014 at 1000 a.m. at the United States Bankruptcy Court for the District of Massachusetts, 300 State Street, Springfield, Massachusetts in the Berkshire Courtroom. Any Objection to the relief sought must be filed by November 18, 2014 at 400 p.m. with service upon the Debtors. Respectfully submitted, GT ADVANCED TECHNOLOGIES INC., et. al By their attorneys, NIXON PEABODY LLP Date November 10, 2014 /s/ Daniel W. Sklar Daniel W. Sklar, Esq. BNH# Holly J. Barcroft, Esq. BNH# Nixon Peabody LLP 900 Elm Street 1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtors tax identification number, as applicable are GT Advanced Technologies Inc. (6749), GTAT Corporation (1760), GT Advanced Equipment Holding LLC (8329), GT Equipment Holdings, Inc. (0040), Lindbergh Acquisition Corp. (5073), GT Sapphire Systems Holding LLC (4417), GT Advanced Cz LLC (9815), GT Sapphire Systems Group LLC (5126), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH

18 Case HJB Doc # Filed 11/10/14 Desc Notice of Hearing Page 2 of 2 Manchester, NH Phone (603) Fax (603) dsklar@nixonpeabody.com hbarcroft@nixonpeabody.com -and- James M. Wilton, Esq. ROPES & GRAY LLP 800 Boylston Street Boston, Massachusetts Telephone (617) Facsimile (617) Proposed Co-Counsel for Debtors and Debtors in Possession