Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 1 of 10 Objection Deadline February 5, 2015, at 400 p.m. (prevailing Eastern time) Hearing Date February 12, 2015, at 1000 a.m. (prevailing Eastern time) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE --------------------------------------------------------------- In re GT ADVANCED TECHNOLOGIES INC., et al., Debtors. 1 --------------------------------------------------------------- x x Chapter 11 Case No. 14-11916-HJB Jointly Administered DEBTORS MOTION UNDER BANKRUPTCY CODE SECTION 365(d)(4) FOR ORDER EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY GT Advanced Technologies Inc. ( GT ) and its affiliated debtors, as debtors in possession in these cases (collectively, GTAT or the Debtors ), request entry of an order under section 365(d)(4)(B) of title 11 of the United States Code (the Bankruptcy Code ) extending the time by which unexpired leases of nonresidential real property must be assumed or rejected. In support of this motion, the Debtors respectfully represent PRELIMINARY STATEMENT 1. Under section 365(d)(4)(A) of the Bankruptcy Code, all unexpired nonresidential real property leases (collectively, the Unexpired Leases ) that have not yet been rejected, assumed, or assumed and assigned, will be deemed rejected by February 3, 2015 (the date that is 120 days after the Petition Date) unless GTAT assumes the Unexpired Leases by that date. 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), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054.
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 2 of 10 Under section 365(d)(4)(B) of the Bankruptcy Code, GTAT requests a 90-day extension of the time period during which it must decide to assume or reject its Unexpired Leases. 2 2. GTAT filed these chapter 11 cases which are the second largest chapter 11 cases to ever file in the District of New Hampshire less than four months ago in the midst of an acute liquidity crisis and with less than three weeks of preparation. Needless to say, after the petition date, GTAT s management and advisors spent every day dealing with this liquidity crisis as well as other crises. Most importantly, GTAT determined that, to preserve the value of its estates, it should extract itself from the relationship with its largest creditor and customer, Apple Inc. ( Apple ), and wind down its sapphire growth operations while returning to its legacy business of selling sapphire growth furnaces, as well as developing and selling other products such as the Merlin and Hyperion products. Since the filing of these chapter 11 cases, GTAT has made substantial progress along this path reaching a consensual resolution with Apple with respect to the amicable separation of their respective businesses and winding down the sapphire growth operations at its facilities in Mesa, Arizona, and Salem, Massachusetts. In addition, GTAT has recently developed a business plan pursuant to which GTAT will transition to new GTAT with a renewed focus on selling sapphire growth furnaces while developing exciting new products such as Merlin and Hyperion. 3. Despite the extraordinarily challenging circumstances in which these cases were filed, GTAT has been expeditiously reviewing its need for leased nonresidential real property during the initial 120-day period established by section 365(d)(4)(A) of the Bankruptcy Code. 2 Paragraph 21 of this Court s Order Pursuant to Bankruptcy Code Section 105(a) and Bankruptcy Rule 1015(c) and 9007, Implementing Certain Notice and Case Management Procedures [Docket No. 83] (the Case Management Order ) provides that [i]f a motion to extend the time to take any action is filed before the expiration of the period prescribed by... the Bankruptcy Rules,... the time shall automatically be extended until the Court acts on the motion, without the necessity of a bridge order. See Case Management Order, at 21. Therefore, this motion automatically extends the Debtors deadline to assume or reject Unexpired Leases until the Court acts on it. 2
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 3 of 10 At the outset of these cases, GTAT was a party to nearly forty nonresidential real property leases. During the initial 120 days of these cases, GTAT has already rejected twenty-two real property leases. 3 Nevertheless, GTAT has not had sufficient time to evaluate all of its Unexpired Leases and make a reasoned determination about how the Unexpired Leases will be utilized by the new GTAT. It would be extremely disruptive and harmful to GTAT s estates and creditors if the remaining Unexpired Leases were prematurely deemed rejected at this time. As the Court recently recognized at the January 26 hearing when ruling on the motion for appointment of an equity committee, these chapter 11 cases are in their early stages and GTAT s business is in the process of evolving. 4. The extension proposed here will permit GTAT to make an informed decision in light of the business direction of the new GTAT. Furthermore, the Debtors are current on all post-petition obligations related to the Unexpired Leases; therefore, the requested extension does not prejudice any of the landlords to the Unexpired Leases. Such an extension would be without prejudice to the rights of GTAT to seek further extensions of the time to assume or reject the Unexpired Leases with the consent of the affected landlords, as contemplated by section 365(d)(4)(B)(ii) of the Bankruptcy Code. Accordingly, GTAT requests a ninety-day 3 See e.g. Ninth Notice of Rejection of Contracts and Leases [Docket No. 1149]; Eighth Notice of Rejection of Contracts and Leases [Docket No. 991]; Notice of Rejection of Contracts and Leases [Docket No. 893]; Notice of Rejection of Contracts and Leases [Docket No. 885]; Notice of Rejection of Contracts and Leases [Docket No. 767]; Notice of Rejection of Contracts and Leases [Docket No. 734]; Notice of Rejection of Contracts and Leases [Docket No. 663]; Notice of Rejection of Contracts and Leases [Docket No. 421]; Notice of Rejection of Contracts and Leases [Docket No. 316]; Debtors Emergency Motion, pursuant to Bankruptcy Code Sections 105(a) and 365(a), for Entry of Order Authorizing Debtors to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to Petition Date [Docket No. 96]; Debtors Motion, Pursuant to Bankruptcy Code Sections 105(a), 365(a) and 554 and Bankruptcy Rule 6004, for Entry of Order Authorizing Debtors to Reject Certain Unexpired Leases of Non-residential Real Property, Nunc Pro Tunc to Petition Date [Docket No. 22]; Debtors Motion, pursuant to Sections 105(a), 365(a) and 554 of the Bankruptcy Code, for Entry of Order Authorizing and Approving Expedited Procedures for Assumption, Assumption and Assignment, and Rejection of Contracts and Leases of Personal and Nonresidential Real Property and Abandonment of Related Personal Property [Docket No. 21]. 3
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 4 of 10 extension of the time period during which GTAT must decide to assume or reject the Unexpired Leases. JURISDICTION AND VENUE 5. This Court has jurisdiction to consider and determine this matter pursuant to 28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. 6. The statutory basis for the relief requested herein is section 365(d)(4)(B) of the Bankruptcy Code. BACKGROUND 7. On October 6, 2014 (the Petition Date ), GTAT commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire (the Court ). GTAT continues to operate its businesses and manage its 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. 8. On October 14, 2014, the official committee of unsecured creditors (the Creditors Committee ) was appointed in these chapter 11 cases. 9. These chapter 11 cases have been consolidated for procedural purposes only and are jointly administered pursuant to Bankruptcy Rule 1015(b). GTAT s Unexpired Leases 10. GTAT is party to fifteen Unexpired Leases that have not already been rejected during these chapter 11 cases. These Unexpired Leases primarily comprise leases for office space or industrial space to house equipment and machinery in connection with GTAT s ongoing 4
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 5 of 10 businesses. 4 The Unexpired Leases may be critical to the operation of the new GTAT, and reviewing those Unexpired Leases is an integral part of GTAT s exit strategy for these chapter 11 cases. 11. To preserve flexibility with respect to the Unexpired Leases as the chapter 11 cases proceed, GTAT seeks an extension of the February 3, 2015 deadline to assume or reject the Unexpired Leases through and including May 4, 2015. Until a decision to assume or reject each Unexpired Lease is made, GTAT will continue to perform all of its undisputed obligations arising after the Petition Date as required by section 365(d)(3) of the Bankruptcy Code. BASIS FOR RELIEF 12. Section 365(d)(4)(A) of the Bankruptcy Code provides that an unexpired lease of nonresidential real property under which a debtor is a lessee will be deemed rejected if the debtor does not assume or reject such unexpired lease within 120 days after the petition date or before the date of entry of an order confirming a plan. 5 Thus, absent an extension of the time under section 365(d)(4)(A) of the Bankruptcy Code, GTAT s Unexpired Leases will be deemed rejected by operation of law. 13. Under section 365(d)(4)(B) of the Bankruptcy Code, the Court may extend the 120-day period for 90 days for cause. 6 The term cause as used in section 365(d)(4)(B) is not defined in the Bankruptcy Code, nor does the Bankruptcy Code establish formal criteria for evaluating a request for an extension of the initial 120-day period. Although the decision to extend a debtor s time to assume or reject unexpired leases of non-residential real property is generally within the sound discretion of the court, in determining whether cause exists for an 4 5 6 A list of the Unexpired Leases is attached as Exhibit B. 11 U.S.C. 365(d)(4)(A). 11 U.S.C. 365(d)(4)(B). 5
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 6 of 10 extension of the initial 120-day period, courts have relied on several factors, including the following (1) whether the debtor was paying for the use of the property; (2) whether the debtor s continued occupation... could damage the lessor beyond the compensation available under the Bankruptcy Code; (3) whether the lease is the debtor s primary asset; and (4) the number of leases the debtor must evaluate. 7 The Extension Should Be Granted 14. Applying the above factors, cause exists for an extension of the time to assume or reject leases of nonresidential real property pursuant to section 365(d)(4)(B) of the Bankruptcy Code. First, GTAT is timely paying for the use of the property subject to the Unexpired Leases at the applicable lease rates and is continuing to perform its other obligations under the Unexpired Leases in a timely fashion, to the extent required by section 365(d)(3) of the Bankruptcy Code. 15. Second, there is no reason why the Debtors proposed extension of the time to assume or reject could or would damage the lessors that are parties to the Unexpired Leases beyond the compensation that is available to the lessors under the Bankruptcy Code. Pending the Debtors election to assume or reject the Unexpired Leases, the Debtors will continue to perform all of their undisputed obligations arising from and after the Petition Date in a timely fashion, to 7 See South St. Seaport L. P. v. Burger Boys, Inc. (In re Burger Boys, Inc.), 94 F.3d 755, 760 61 (2d Cir. 1996) (citing Theatre Holding Corp. v. Mauro, 681 F.2d 102, 105 06 (2d Cir. 1982)); see also In re Wedtech Corp., 72 B.R. 464, 471 72 (Bankr. S.D.N.Y. 1987) (considering, among other factors, the complexity of the case facing the debtor and the number of leases the debtor must evaluate); Channel Home Ctrs., Inc. v. Channel Home Ctrs., Inc., 989 F.2d 682, 689 (3d Cir. 1993) ( [I]t is permissible for a bankruptcy court to consider a particular debtor s need for more time in order to analyze leases in light of the plan it is formulating. ). 6
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 7 of 10 the extent required by section 365(d)(3) of the Bankruptcy Code, including the payment of postpetition rent. 16. Third, in light of the evolving nature of GTAT s business, it would be imprudent for GTAT to make hasty determinations concerning the assumption or rejection of the Unexpired Leases. Since the Petition Date, GTAT has focused on stabilizing its business and ensuring a smooth transition into chapter 11 while, at the same time, focusing on developing a business plan for the new GTAT. In the first few months of these cases, GTAT has devoted significant time to (i) winding up its sapphire production operations in Mesa, Arizona, (ii) resolving myriad issues related to the prepetition relationship between GTAT and Apple, (iii) pursuing postpetition debtor-in-possession financing; (iv) formulating a business plan for the new GTAT ; (v) stabilizing vendor relationships in order to minimize the disruption to and interference with GTAT s ongoing operations; (vi) preparing schedules of assets and liabilities and statements of financial affairs; (vii) addressing numerous creditor motions for relief from stay, adequate protection, and similar relief; and (viii) establishing procedures for the sale of non-core assets. Given the intense demands on GTAT s management and professionals during the first few months of these cases, GTAT needs additional time beyond February 3, 2015, to finalize its evaluation and determination of how the Unexpired Leases will fit into GTAT s future operations and restructuring alternatives. 17. Last, the Debtors chapter 11 cases are large and complex and the Unexpired Leases may be critical to the operations of new GTAT. Due to the fact that GTAT s businesses are in transition, and to avoid any premature assumption of the Unexpired Leases or risk of forfeiture of valuable property interests in the event of a deemed rejection of an Unexpired Lease, GTAT believes that cause exists to grant the requested extension of time. 7
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 8 of 10 18. It is imperative that GTAT be afforded sufficient time to evaluate all of its Unexpired Leases in order to (i) avert the statutory forfeiture of valuable assets essential to GTAT s ongoing business, (ii) promote GTAT s ability to maximize the value of the chapter 11 estates and position GTAT for a successful restructuring, and (iii) avoid the incurrence of needless administrative expenses by minimizing the premature assumption of what may turn out to be burdensome Unexpired Leases. GTAT needs additional time to evaluate and assess the Unexpired Leases in a manner that maximizes value for the chapter 11 estates. 19. For the reasons set forth above, cause exists for the requested extension through and including May 4, 2015, without prejudice to GTAT s right to seek further extensions of the applicable deadline with the consent of the affected landlords, as provided in section 365(d)(4)(B)(ii) of the Bankruptcy Code. Courts in the First Circuit have granted similar extensions. 8 RESERVATION OF RIGHTS 20. Nothing contained herein, including the fact that an agreement is listed on Exhibit B to the Motion, constitutes an admission or acknowledgement that any Unexpired Lease is a true lease. The Debtors reserve all their rights to seek recharacterization of any Unexpired Lease. NOTICE 21. Notice of this Motion has been provided by email, facsimile, or overnight courier to (i) the Office of the United States Trustee for Region 1, 1000 Elm Street, Suite 605 Manchester, NH 03101, Attn Geraldine L. Karonis; (ii) Kelley Drye & Warren LLP, 101 Park 8 In re Margaret M. Morrissey, No. 14-11019 (Bankr. D. Mass. Jul. 15, 2014); In re Our Town Pizza, LLC, No. 14-10437-BAH (Bankr. D.N.H. July, 2, 2014); In re Northern Berkshire Healthcare, Inc., No. 14-30327 (Bankr. D. Mass. May 30, 2014); In re Jose Luis Arbona Arbona, No. 14-00332-EAG (Bankr. D.P.R. Apr. 29, 2014). 8
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 9 of 10 Avenue, New York, NY 10178, Attn James S. Carr, Esq., counsel to the Creditors' Committee; (iii) the Internal Revenue Service, 1000 Elm St., 9th Floor Manchester, NH 03101, Attn District and Regional Directors; (iv) U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549; (v) the landlords listed on Exhibit B; and (vi) those parties who have formally filed requests for notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. WAIVER OF MEMORANDUM OF LAW 22. GTAT requests that the Court waive and dispense with the requirement set forth in the Local Bankruptcy Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law. The legal authorities upon which GTAT relies are set forth in the Motion. Accordingly, GTAT submits that a waiver of the Local Bankruptcy Rule 7102(b)(2) requirement is appropriate under these circumstances. 9
Case 14-11916-HJB Doc # 1167 Filed 01/29/15 Desc Main Document Page 10 of 10 WHEREFORE, GTAT respectfully request entry of an order (i) extending the time by which the Debtors must decide to assume or reject Unexpired Leases, through to and including May 4, 2015; and (ii) granting such other and further relief as the Court deems just and proper. Dated January 29, 2015 /s/ James T. Grogan Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone (212) 318-6000 Facsimile (212) 319-4090 -and- Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone (603) 628-4000 Facsimile (603) 628-4040 Co-Counsel for the Debtors and Debtors in Possession
Case 14-11916-HJB Doc # 1167-1 Filed 01/29/15 Desc Exhibit A - Proposed Order Page 1 of 4 EXHIBIT A PROPOSED ORDER
Case 14-11916-HJB Doc # 1167-1 Filed 01/29/15 Desc Exhibit A - Proposed Order Page 2 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE --------------------------------------------------------------- In re GT ADVANCED TECHNOLOGIES INC., et al., Debtors. 1 --------------------------------------------------------------- x x Chapter 11 Case No. 14-11916-HJB Jointly Administered Re Docket No. ORDER UNDER BANKRUPTCY CODE SECTION 365(d)(4) EXTENDING DEBTORS TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY Upon the motion (the Motion ) 2 of GTAT Advanced Technologies Inc. ( GT ) and its affiliated debtors as debtors in possession (collectively, GTAT or the Debtors ), requesting entry of an order, pursuant to section 365(d)(4)(B) of title 11 of the United States Code (the Bankruptcy Code ), extending the time by which the Debtors must decide to assume or reject their Unexpired Leases, all as more fully set forth in the Motion, and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 1334; and it appearing that the Motion was filed in accordance with the Court s order, dated October 9, 2014, establishing certain Notice and Case Management Procedures (Docket No. 83), thereby automatically extending the time by which the Debtors must decide to assume or reject their Unexpired Leases until the Court acts on the Motion, without the necessity of a bridge order; and in consideration of the Motion and the relief requested therein being a core proceeding 1 2 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), and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.
Case 14-11916-HJB Doc # 1167-1 Filed 01/29/15 Desc Exhibit A - Proposed Order Page 3 of 4 pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided; and it appearing that no other or further notice need be provided; and the Court having determined that the relief sought in the Motion is in the best interests of the Debtors, their estates and creditors, and all parties in interest, and that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is ORDERED THAT 1. The Motion is granted. 2. The Debtors time to assume or reject the Unexpired Leases is hereby extended, pursuant to section 365(d)(4)(B)(i) of the Bankruptcy Code, for 90 days, through and including May 4, 2015. 3. The entry of this Order is without prejudice to the right of the Debtors to request further extensions of the time to assume or reject their Unexpired Leases with the consent of the affected lessors, as provided in section 365(d)(4)(B)(ii) of the Bankruptcy Code 4. The entry of this Order is without prejudice to the rights of the Debtors as to any Unexpired Lease including, but not limited to, whether such Unexpired Lease is governed by any provision of section 365 of the Bankruptcy Code. 5. The requirement set forth in Local Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law is waived. 6. Nothing contained in this Order or the Motion, including the fact that an agreement is listed on Exhibit B to the Motion, constitutes an admission or acknowledgement that any Unexpired Lease is a true lease. The Debtors rights to seek recharacterization of any Unexpired Lease are preserved. 2
Case 14-11916-HJB Doc # 1167-1 Filed 01/29/15 Desc Exhibit A - Proposed Order Page 4 of 4 7. This Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and enforcement of this Order. Dated, 2015 Manchester, NH HONORABLE HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE 3
Case 14-11916-HJB Doc # 1167-2 Filed 01/29/15 Desc Exhibit B Page 1 of 4 EXHIBIT B
Case 14-11916-HJB Doc # 1167-2 Filed 01/29/15 Desc Exhibit B Page 2 of 4 LEASE TENANCY AGREEMENT, DATED JULY 2, 2013 LEASE AGREEMENT, DATED SEPTEMBER 23, 2009 LEASE AGREEMENT, DATED JANUARY 8, 2013 COMMERCIAL LEASE, DATED OCTOBER 8, 2008 AGREEMENT, DATED JANUARY 1, 2014 LEASE AGREEMENT, DATED DECEMBER 1, 2012 AND AMENDMENTS LEASE AGREEMENT, DATED MARCH 8, 2008 AND AMENDMENTS LEASE AGREEMENT, DATED AUGUST 22, 2014 LEASE AGREEMENT, DATED DECEMBER 26, 2007 AND AMENDMENTS NAME AND ADDRESS OF LANDLORD TAIPAN MANAGEMENT COMPANY (AS AGENT FOR BITAKI LIMITED) ROOM 803 EASTERN COMMERCIAL CENTRE 397 HENNESSY ROAD WANCHAI HONG KONG KEVIN OR KIM GORDON MEMBERS N47, LLC PO BOX 10750 MISSOULA MT 59808 ATTORNEY FOR N47, LLC CHRISTOPHER B. SWARTLEY 210 E. PINE STREET MISSOULA, MT 59808 MPS LLC 105 BONAVENTURE DRIVE SAN JOSE, CA 95134 ONE INDUSTRIAL DRIVE, LLC 50 SALEM STREET LYNNFIELD, MA 01940 PRODIGY SURFACE TECH, INC 807 ALDO AVENUE SUITE 103 SANTA CLARA, CA 95054 SHERIDAN MONTANA VENTURES, L.L.C. C/O NORCO MANAGEMENT CORPORATION 3035 DONEE DIEGO DRIVE ESCONDIDO, CA 92025 SHERIDAN MONTANA VENTURES, L.L.C. C/O NORCO MANAGEMENT CORPORATION 3035 DONEE DIEGO DRIVE ESCONDIDO, CA 92025 SHERIDAN MONTANA VENTURES, L.L.C. C/O NORCO MANAGEMENT CORPORATION 3035 DONEE DIEGO DRIVE ESCONDIDO, CA 92025 SHERIDAN MONTANA VENTURES, L.L.C. C/O NORCO MANAGEMENT CORPORATION 3035 DONEE DIEGO DRIVE ESCONDIDO, CA 92025
Case 14-11916-HJB Doc # 1167-2 Filed 01/29/15 Desc Exhibit B Page 3 of 4 LEASE LEASE AGREEMENT, DATED AUGUST 20, 2014 TENANT-AT-WILL AGREEMENT #1810, DATED OCTOBER 28, 2010 LEASE AGREEMENT #1812, DATED NOVEMBER 21, 2011 AND AMENDMENTS LEASE AND TENANT AT WILL AGREEMENT #1811, DATED JULY 5, 2011 LEASE AGREEMENT #1009, DATED JUNE 30, 1998 AND AMENDMENTS LEASE AGREEMENT #1012, DATED JANUARY 7, 2011 AND AMENDMENTS LEASE AGREEMENT #1008, DATED JUNE 30, 1998 LEASE AGREEMENT LEASE CONTRACT NAME AND ADDRESS OF LANDLORD SHERIDAN MONTANA VENTURES, L.L.C. C/O NORCO MANAGEMENT CORPORATION 3035 DONEE DIEGO DRIVE ESCONDIDO, CA 92025 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP & SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP & SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP & SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP AND SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP & SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 SHETLAND PROPERTIES OF SALEM LIMITED PARTNERSHIP & SHETLAND HARBOR TRUST P.O. BOX 986 SALEM, MA 01970 THE 5330 SKYLANE PARTNERSHIP P. O. BOX 1119 EASTSOUND, WA 98245 REGUS EULJIRO LIMITED 27TH FLOOR-WEST CENTER, CENTER 1 BUILDING 26 EULJIRO 5-GIL JONGRO-GU SEOUL 110-210 2
Case 14-11916-HJB Doc # 1167-2 Filed 01/29/15 Desc Exhibit B Page 4 of 4 LEASE LEASE AGREEMENT DATED NOVEMBER 11, 2010 NAME AND ADDRESS OF LANDLORD DOLLINGER ZANKER ASSOCIATES 555 TWIN DOLPHIN DRIVE, #600 REDWOOD CITY, CA 94065 3
Case 14-11916-HJB Doc # 1167-3 Filed 01/29/15 Desc Notice of Hearing Page 1 of 2 HEARING DATE AND TIME February 12, 2015 at 1000 a.m. (Eastern Time) OBJECTION DEADLINE February 5, 2015 at 400 p.m. (Eastern Time) UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE ---------------------------------------------------------------x In re GT Advanced Technologies Inc., et al., Debtors. 1 ---------------------------------------------------------------x Chapter 11 Case No. 14-11916-HJB Jointly Administered NOTICE OF HEARING OF DEBTORS MOTION UNDER BANKRUPTCY CODE SECTION 365(d)(4) FOR ORDER EXTENDING TIME TO ASSUME OR REJECT UNEXPIRED LEASES OF NONRESIDENTIAL REAL PROPERTY PLEASE TAKE NOTICE that a hearing on the Debtors Motion Under Bankruptcy Code Section 365(d)(4) for Order Extending Time to Assume or Reject Unexpired Leases of Nonresidential Real Property (the Motion ) will be held on February 12, 2015 at 1000 a.m. (E.T.) at Courtroom 2, 1000 Elm Street, 11th Floor, Manchester, NH. PLEASE TAKE FURTHER NOTICE that objections or responses, if any, to the Motion must be in writing, shall conform to the Bankruptcy Rules and the Local Bankruptcy Rules, and shall be (a) filed with the Court on the docket of In re GT Advanced Technologies, Inc., Case No. 14-11916-HJB, and (b) served upon (i) the Clerk of the Bankruptcy Court, 1000 Elm Street, Suite 1001, Manchester, NH 03101-1708; (ii) Paul Hastings LLP, 75 East 55th Street, New York, NY 10022, Attn Luc A. Despins, Esq., and 600 Travis Street, 58th Floor, Houston, TX 77002, Attn James T. Grogan, Esq., and Nixon Peabody LLP, 900 Elm Street, Manchester, NH 03101, Attn Daniel W. Sklar, Esq. and Holly J. Barcroft, Esq.; and (iii) Kelley Drye & 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),
Case 14-11916-HJB Doc # 1167-3 Filed 01/29/15 Desc Notice of Hearing Page 2 of 2 Warren LLP, 101 Park Avenue, New York, NY 10178, Attn James S. Carr, Esq. so as to be received no later than February 5, 2015 at 400 p.m. (E.T.) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections are timely filed and served with respect to the Motion, GTAT may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice or opportunity to be heard offered to any party. Dated January 29, 2015 Manchester, NH /s/ James T. Grogan Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone (212) 318-6000 Facsimile (212) 319-4090 - and - Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone (603) 628-4000 Facsimile (603) 628-4040 Co-Counsel for the Debtors and Debtors in Possession and GT Advanced Technologies Limited (1721). The Debtors corporate headquarters are located at 243 Daniel Webster Highway, Merrimack, NH 03054.