Case 14-11916-HJB Doc # 2989 Filed 01/31/16 Desc Main Document Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW HAMPSHIRE ---------------------------------------------------------------x In re Chapter 11 GT ADVANCED TECHNOLOGIES INC., et al., Case No. 14-11916-HJB Debtors. 1 Jointly Administered Re Docket Nos. 2930, 2969 ---------------------------------------------------------------x NOTICE OF FILING OF BLACKLINE OF FURTHER REVISED PROPOSED ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 502, 1125, 1126 AND 1128, BANKRUPTCY RULES 2002, 3003, 3016, 3017, 3018 3020, 9006, 9013, 9014, AND 9021, AND LOCAL RULES 2002-1, 3017-1, AND 3018-2 (I) APPROVING DEBTORS DISCLOSURE STATEMENT FOR JOINT PLAN OF REORGANIZATION; (II) ESTABLISHING VOTING RECORD DATE; (III) APPROVING SOLICITATION PACKAGES AND DISTRIBUTION PROCEDURES; (IV) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON JOINT PLAN OF REORGANIZATION; (V) APPROVING FORMS OF NOTICES TO NON-VOTING CLASSES UNDER PLAN; (VI) ESTABLISHING VOTING DEADLINE TO ACCEPT OR REJECT PLAN; (VII) APPROVING PROCEDURES FOR VOTE TABULATIONS; AND (VIII) ESTABLISHING CONFIRMATION HEARING DATE AND NOTICE AND OBJECTION PROCEDURES IN RESPECT THEREOF PLEASE TAKE NOTICE that, on January 20, 2016, the Debtors filed the revised proposed Order Pursuant to Bankruptcy Code Sections 105, 502, 1125, 1126 and 1128, Bankruptcy Rules 2002, 3003, 3016, 3017, 3018 3020, 9006, 9013, 9014, and 9021, and Local Rules 2002-1, 3017-1, and 3018-2 (I) Approving Debtors Disclosure Statement for Joint Plan of Reorganization; (II) Establishing Voting Record Date; (III) Approving Solicitation Packages and Distribution Procedures; (IV) Approving Forms of Ballots and Establishing Procedures for Voting on Joint Plan of Reorganization; (V) Approving Forms of Notices to Non-Voting Classes 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 # 2989 Filed 01/31/16 Desc Main Document Page 2 of 3 Under Plan; (VI) Establishing Voting Deadline to Accept or Reject Plan; (VII) Approving Procedures for Vote Tabulations; and (VIII) Establishing Confirmation Hearing Date and Notice and Objection Procedures in Respect Thereof (the Disclosure Statement Order ), which was attached as Exhibit B to the Debtors Omnibus Reply to Objections to Disclosure Statement Motion (the Omnibus Reply ) [Docket No. 2930]. PLEASE TAKE FURTHER NOTICE that, on January 27, 2016, the Debtors filed a revised proposed Disclosure Statement Order [Docket No. 2969]. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is a further revised Disclosure Statement Order. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit B is a blackline version of the further revised proposed Disclosure Statement Order marked to show the changes that have been made to the proposed Disclosure Statement Order filed with the Court on January 27, 2016. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit C is a blackline version of the further revised proposed Disclosure Statement Order marked to show the changes that have been made to the proposed Disclosure Statement Order filed with the Court on January 20, 2016. Dated January 31, 2016 /s/ G. Alexander Bongartz. Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. (BNH07394) G. Alexander Bongartz (BNH07449) PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 2
Case 14-11916-HJB Doc # 2989 Filed 01/31/16 Desc Main Document Page 3 of 3 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 3
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 1 of 64 EXHIBIT A Further Revised Proposed Disclosure Statement Order (Clean)
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 2 of 64 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 ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 502, 1125, 1126 AND 1128, BANKRUPTCY RULES 2002, 3003, 3016, 3017, 3018 3020, 9006, 9013, 9014, AND 9021, AND LOCAL RULES 2002-1, 3017-1, AND 3018-2 (I) APPROVING DEBTORS DISCLOSURE STATEMENT FOR JOINT PLAN OF REORGANIZATION; (II) ESTABLISHING VOTING RECORD DATE; (III) APPROVING SOLICITATION PACKAGES AND DISTRIBUTION PROCEDURES; (IV) APPROVING FORMS OF BALLOTS AND ESTABLISHING PROCEDURES FOR VOTING ON JOINT PLAN OF REORGANIZATION; (V) APPROVING FORMS OF NOTICES TO NON-VOTING CLASSES UNDER PLAN; (VI) ESTABLISHING VOTING DEADLINE TO ACCEPT OR REJECT PLAN; (VII) APPROVING PROCEDURES FOR VOTE TABULATIONS; AND (VIII) ESTABLISHING CONFIRMATION HEARING DATE AND NOTICE AND OBJECTION PROCEDURES IN RESPECT THEREOF Upon the motion, (the Motion ) 1 of GT Advanced Technologies Inc. and its affiliated debtors and debtors in possession in the above-captioned matter (collectively, the Debtors ) for entry of an order, pursuant to sections 105, 502, 1125, 1126, and 1128 of title 11 of the United States Code (the Bankruptcy Code ), Rules 2002, 3003, 3016, 3017, 3018, 3020, 9006, 9013, 9014, and 9021 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rules 2002-1, 3017-1, and 3018-2 of the Local Bankruptcy Rules for the District of New Hampshire (the Local Bankruptcy Rules ) (i) approving the Debtors Disclosure Statement as 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 # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 3 of 64 providing adequate information within the meaning of section 1125(a) of the Bankruptcy Code; (ii) establishing voting record date; (iii) approving solicitation packages and distribution procedures; (iv) approving forms of ballots and establishing procedures for voting on the joint plan of reorganization; (v) approving forms of notices to non-voting classes under the plan; (vi) establishing voting deadline to accept or reject the plan; (vii) approving procedures for vote tabulations; and (viii) establishing confirmation hearing date and notice and objection procedures in respect thereof, all as more fully set forth in the Motion; and it appearing that the relief requested is in the best interests of the Debtors estates, their creditors, and other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and it appearing that notice of the Motion has been given as set forth in the Motion and that such notice is adequate and no other or further notice need be given; and the Court having reviewed the Motion and determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their estates and creditors; and a hearing having been held to consider the relief requested in the Motion (the Hearing ); and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby FOUND AND DETERMINED THAT A. The Disclosure Statement attached hereto as Exhibit 1 (together with all exhibits and as it may be further amended, the Disclosure Statement ) contains adequate information 1 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion. 2
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 4 of 64 about the Debtors joint plan of reorganization (as it may be further amended, the Plan ) within the meaning of section 1125 of the Bankruptcy Code, and no further information is necessary. B. The Disclosure Statement complies with Bankruptcy Rule 3016(c) and describes in specific and conspicuous language the acts to be enjoined and the entities subject to the injunction, exculpation, and release provisions contained in the Plan. C. Notice of the Disclosure Statement, the Motion, the Hearing, and the deadline for filing objections to the Disclosure Statement was properly provided pursuant to the Disclosure Statement Notice and such notice was due and proper to all interested parties and no further notice is necessary. D. Each of the forms of Ballots attached hereto as Exhibit 2, Exhibit 3, Exhibit 4 and Exhibit 5 is consistent with Official Form No. B314, addresses the particular needs of these chapter 11 cases, and is appropriate for each class of claims or interests entitled to vote to accept or reject the Plan. The voting instructions attached to each Ballot contain adequate information to instruct all members of the Voting Classes how to vote and otherwise complete the Ballots, including opting out of the releases contained in Section 14.3 and Section 14.4 of the Plan. E. Holders of claims and interests in Class 1 (Priority Non-Tax Claims), Class 2 (Secured Tax Claims), Class 3 (Other Secured Claims), Class 5 (Subordinated Securities Claims), Class 6 (GT Inc. Equity Interests) and Class 7 (Intercompany Equity Interests) (the Non-Voting Classes ) are conclusively presumed to accept or reject the Plan, as applicable. Accordingly, members of the Non-Voting Classes are not entitled to vote or receive a Ballot. F. The Notices of Non-Voting Status comply with the Bankruptcy Code and the Bankruptcy Rules and provides adequate notice to holders of claims in the Non-Voting Creditor 3
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 5 of 64 Classes and holders of equity interests in Class 6 of their non-voting status and the Confirmation Hearing. G. The period, as set forth below, during which the Debtors may solicit acceptances of the Plan is a reasonable period of time for entities entitled to vote on the Plan to make an informed decision whether to accept or reject the Plan. H. The procedures for the solicitation and tabulation of votes to accept or reject the Plan (as more fully set forth in the Motion and below) provide for a fair and equitable voting process and are consistent with sections 1125 and 1126 of the Bankruptcy Code. I. The notice procedures set forth below comply with Bankruptcy Rules 2002 and 3017(d), and provide due, proper, and adequate notice of approval of the Disclosure Statement, the Confirmation Hearing, and the procedures for filing objections or responses to the Plan J. The proposed timing for the Confirmation Hearing complies with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules and will enable the Debtors to pursue confirmation of the Plan in a timely fashion. K. The Debtors have the right to seek modifications or extensions of the matters governed by this Order. L. The relief requested in the Motion is in the best interests of the Debtors, their estates, and all parties in interest. M. The legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein. NOW, THEREFOR, IT IS ORDERED THAT 1. The Motion is GRANTED as provided herein. 4
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 6 of 64 2. Any and all objections to the Motion not otherwise settled or withdrawn are hereby overruled. 3. The Disclosure Statement is approved and provides adequate information under section 1125 of the Bankruptcy Code. 4. Each of the forms of Ballots, including the procedures for opting out of the releases in Section 14.3 and Section 14.4 of the Plan, is approved. 5. For the purposes of determining creditors entitled to vote on the Plan, the Voting Record Date (the Voting Record Date ) is February 1, 2016 with respect to holders of claims or interests in Class 4A (GT Inc. Notes Claims), Class 4B (GT Inc. General Unsecured Claims), Class 4C (Corp Debtors General Unsecured Claims), and Class 4D (GT Hong Kong General Unsecured Claims) (collectively, the Voting Classes ). 6. The Voting Record Date is the date for purposes of determining which creditors and equity interest holders in the Non-Voting Classes are entitled to receive an appropriate Notice of Non-Voting Status. 7. The Solicitation Packages are approved. 8. The Debtors will complete the service of Solicitation Packages by no later than the date that is four (4) business days following entry of this Order (the Solicitation Date ). 9. In accordance with Bankruptcy Rule 3017(d), Solicitation Packages distributed to creditors in the Voting Classes will contain a copy of (i) the Disclosure Statement Order (excluding exhibits attached thereto); (ii) the appropriate form of Ballot to accept or reject the Plan with instructions and a return envelope; (iii) the Disclosure Statement and Plan; (iv) the Confirmation Hearing Notice; and (v) such other material as the Court may direct. Notwithstanding anything to the contrary contained in this Order, any creditor who has filed or 5
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 7 of 64 purchased duplicate claims (as determined on the face of such claims or after a reasonable review of the supporting documentation by the Voting Agent) within the same Voting Class shall be provided with only one Solicitation Package and one Ballot for voting a single claim in such Class, regardless of whether the Debtors have objected to such duplicate claims. 10. Solicitation Packages distributed to holders of claims in Non-Voting Creditor Classes will contain a copy of (i) the Confirmation Hearing Notice and (ii) the appropriate Notice of Non-Voting Status. The Solicitation Packages distributed to holders of equity interests in Class 6 will contain only a copy of the Notice of Impaired Non-Voting Status. 11. With respect to any transferred Claim (other than a GT Inc. Notes Claim), if the transferor of such Claim is entitled to vote to accept or reject the Plan, the transferee will be entitled to receive a Solicitation Package and vote to accept or reject the Plan on account of the transferred Claim only if (a) all actions necessary to effect the transfer of the Claim pursuant to Bankruptcy Rule 3001(e) have been completed by 400 p.m. (Eastern Time) on the Voting Record Date; or (b) the transferee files, no later than 400 p.m. (Eastern Time) on the Voting Record Date, (i) the documentation required by Bankruptcy Rule 3001(e) to evidence the transfer, and (ii) a sworn statement of the transferor supporting the validity of the transfer. 12. By the Solicitation Date, the Debtors shall distribute, or cause to be distributed, the Disclosure Statement Order (excluding exhibits attached thereto), the Confirmation Hearing Notice, the Disclosure Statement and Plan, and any other materials as the Court may direct to the following (i) the U.S. Trustee; (ii) the attorneys for the Creditors Committee; (iii) the 2002 List; (iv) the United States Attorney for the District of New Hampshire; (v) the Internal Revenue Service; (vi) the Securities and Exchange Commission; (vii) all persons or entities who are counterparties to executory contracts or unexpired leases with the Debtors that have not been 6
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 8 of 64 previously assumed or rejected; and (viii) all persons or entities that have filed an administrative expense claim. 13. Except as otherwise specified in this Order, the Debtors are not required to distribute copies of the Plan, Disclosure Statement, or Disclosure Statement Order to holders of claims and interests in Non-Voting Classes unless such a holder makes a specific written request for copies of such documents to the Debtors voting agent, Kurtzman Carson Consultants LLC (the Voting Agent ) 2 at Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, California 90245 before February 18, 2016. Kurtzman Carson Consultants LLC is authorized to serve as the Voting Agent. 14. The Debtors are authorized (but not required) to distribute the Plan, the Disclosure Statement, and the Disclosure Statement Order in CD-ROM format. The Ballots, Confirmation Hearing Notice, and Notices of Non-Voting Status will only be provided in paper format. The Debtors shall also make the Disclosure Statement, Plan, and Confirmation Hearing Notice available in electronic format on-line at https//www.kccllc.net/gtat. 15. The Debtors are not required to send Solicitation Packages to creditors that have claims that have already been paid in full; provided, however, that if, and to the extent that, any such creditor would be entitled to receive a Solicitation Package for any reason other than by virtue of the fact that such claim had been paid by the Debtors, then such creditor will be sent a Solicitation Package in accordance with the procedures set forth above. 16. The Debtors are excused from serving Solicitation Packages and any other material related to voting or confirmation of the Plan on those entities to which certain notices 2 See Order Granting Debtors Application, Pursuant to 28 U.S.C. 156(C), Sections 105(A) and 503(B) of the Bankruptcy Code, Bankruptcy Rule 2002, and LBR 3001-1, for Entry of Order Authorizing Debtors to Employ and Retain Kurtzman Carson Consultants LLC as Notice, Claims, and Balloting Agent to Debtors, Effective Nunc Pro Tunc to Petition Date, dated October 21, 2014 [Docket No. 247]. 7
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 9 of 64 served during the course of these chapter 11 cases have been returned as undeliverable by the United States Postal Service, unless and until the Debtors are provided with accurate addresses for such entities before the Solicitation Date. The Debtors failure to serve Solicitation Packages or any other materials related to voting or confirmation of the Plan on such entities will not constitute inadequate notice of the Confirmation Hearing or Voting Deadline, and shall not constitute a violation of Bankruptcy Rule 3017(d). 17. Except as otherwise specified in this Order, the Debtors are not required to distribute copies of the Plan or Disclosure Statement to any party not entitled to vote on the Plan pursuant to this Order, unless such party files a motion for temporary allowance of a claim under Bankruptcy Rule 3018. 18. The Debtors are authorized to make non-substantive modifications to the Disclosure Statement, the Plan, the Confirmation Hearing Notice, the Solicitation Packages, the Notice of Non-Voting Status, the Ballots, and related documents without further order of the Court, including modifications to correct typographical and grammatical errors, if any, and to make conforming modifications to the Disclosure Statement, the Plan, and any other materials in the Solicitation Packages before distribution. 19. Creditors entitled to vote on the Plan may opt out of the releases in Section 14.3 and Section 14.4 of the Plan whether or not they vote to accept or reject the Plan or otherwise submit a Ballot that is not counted in determining whether the Plan has been accepted or rejected because such Ballot fails to comply with the requirements set forth herein, so long as the Ballot is timely submitted by the Voting Deadline and the appropriate box is checked indicating an election to opt out of the releases. 3 3 Notwithstanding the fact that the Ballots contain opt-out provisions, (a) the Debtor Releasees, the D&O Releasees, the Litigation Trust, and the Litigation Trustee are granting the releases to the extent set forth in 8
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 10 of 64 20. The Notice of Impaired Non-Voting Status is approved and shall be distributed to all known holders of claims and interests in the Impaired Non-Voting Classes. 21. The Notice of Unimpaired Non-Voting Status is approved and shall be distributed to all known holders of claims in the Unimpaired Non-Voting Classes. 22. The Debtors are not required to distribute any Solicitation Packages to holders of Intercompany Equity Interests. 23. With respect to the Ballots that will be sent to holders of the Claims entitled to vote on the Plan in Class 4A (GT Inc. Notes Claims), the Debtors are authorized to deliver Ballots to the Voting Nominees. Each Voting Nominee will be entitled to receive reasonably sufficient numbers of Solicitation Packages, including a master ballot (the Master Ballot ) substantially in the form annexed as Exhibit 4 hereto, and sufficient beneficial ballots (the Beneficial Ballots ), substantially in the form annexed as Exhibit 5 hereto, to distribute to the beneficial holders of the Claims as of the Voting Record Date for whom such Voting Nominee acts (collectively, the Beneficial Holders ). 24. Within five (5) business days of receipt of the Solicitation Packages, each Voting Nominee shall forward to each Beneficial Holder of the GT Inc. Notes entitled to vote on the Plan the applicable unsigned Beneficial Ballot, together with the Solicitation Package, a return envelope provided by, and addressed to, the Voting Nominee, and other materials requested to be forwarded. Each such Beneficial Holder may then indicate its vote on the Beneficial Ballot, provide the information requested in the Beneficial Ballot, review the certifications contained in the Beneficial Ballot, and return the Beneficial Ballot in sufficient time to be summarized on the Section 14.3 of the Plan and may not opt out of such releases and (b) the Consenting Parties and the Financing Support Parties are granting the releases to the extent set forth in Section 14.4 of the Plan and may not opt out of such releases. 9
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 11 of 64 Master Ballot. The Voting Nominee will then summarize the individual votes of its respective Beneficial Holders from their Beneficial Ballots on the Master Ballot and then return the Master Ballot to the Voting Agent so that it is received prior to the Voting Deadline. 25. To be counted as a vote to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered to the Voting Agent by mail, courier, or hand delivery, in each case so as to be actually received by no later than [ ], 2016 at 400 p.m. (prevailing Pacific Time) (the Voting Deadline ). The Debtors may, in their sole discretion, extend the Voting Deadline at any time before or after the Voting Deadline in respect of any particular voter or any voting Class, as facts and circumstances may require. The vote tabulation certification prepared by the Voting Agent shall indicate whether any Ballots were received after the Voting Deadline and whether the Debtors extended the Voting Deadline for such Ballots. Ballots with respect to claims entitled to vote in Class 4B, Class 4C, or Class 4D may also be submitted electronically at the website created for the Debtors chapter 11 cases by the Voting Agent, http//www.kccllc.net/gtat, provided they are submitted so as to be actually received by the Voting Agent no later than the Voting Deadline. The encrypted ballot data and the audit trail created by such submission shall become part of the record of any Ballot submitted in this manner and the claimant s electronic signature will be immediately legally valid and effective. Ballots submitted by facsimile or email shall not be accepted. 26. Subject to the procedures set forth in this Order, each holder of a Claim in a Voting Class shall be entitled to vote the amount of its Claim as of the Voting Record Date. Solely for purposes of voting to accept or reject the Plan and not for the purpose of the allowance of, or distribution on account of, any claim, and without prejudice to the rights of the Debtors in any other context, each claim within a class of claims entitled to vote to accept or reject the Plan 10
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 12 of 64 is temporarily allowed in an amount equal to the amount of such claim as set forth in the Schedules, provided that (a) (b) (c) (d) (e) (f) (g) If a claim is deemed allowed under the Plan or by order of the Court, such claim is allowed for voting purposes in the deemed allowed amount set forth in the Plan or the order; If a claim for which a proof of claim has been timely filed is for unknown or undetermined amounts, or is wholly unliquidated or contingent (as determined on the face of the claim or after a reasonable review of the supporting documentation by the Voting Agent) and such claim has not been allowed, such claim will be temporarily allowed for voting purposes only, and not for purposes of allowance or distribution and accorded one vote and valued at an amount equal to one dollar ($1.00), unless such claim is disputed as set forth in paragraph (g) below; If a claim has been estimated or otherwise allowed for voting purposes by order of the Court, such claim is temporarily allowed in the amount so estimated or allowed by the Court for voting purposes only, and not for purposes of allowance or distribution, unless the Court, prior to the Voting Deadline, enters an order disallowing such claim; If a proof of claim was timely filed in an amount that is liquidated and matured, such claim is temporarily allowed in the amount set forth on the proof of claim, unless such claim is disputed as set forth in subparagraph (g) below; If a claim is listed in the Schedules as contingent, unliquidated, or disputed or for $0.00 and a proof of claim was not (i) filed by the applicable bar date for the filing of proofs of claims established by the Court or (ii) deemed timely filed by an order of the Court prior to the Voting Deadline, such claim shall be disallowed for voting purposes; If a claim is listed in the Schedules as contingent, unliquidated, or disputed in part, such claim is temporarily allowed in the amount that is liquidated, matured, and undisputed for voting purposes only, and not for purposes of allowance or distribution; If the Debtors have filed and served an objection or request for estimation as to a claim at least fourteen (14) calendar days before the Voting Deadline, such claim is temporarily disallowed for voting purposes only and not for purposes of allowance or 11
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 13 of 64 distribution, except to the extent and manner as set forth in such objection or except as otherwise ordered by the Court pursuant to a Temporary Allowance Request Motion (as defined below); (h) (i) (j) (k) Claims filed for $0.00 are not entitled to vote; If a proof of claim has been amended by a later-filed proof of claim, the earlier-filed claim will not be entitled to vote, regardless of whether the Debtors have objected to such earlier-filed claim; Notwithstanding anything to the contrary contained herein, any claim that has been satisfied by the Debtors will be disallowed for voting purposes; and If a holder of claims has timely filed multiple proofs of claim on account of a single debt of the Debtors, such holder shall have only one allowed claim for voting purposes. Notwithstanding anything to the contrary herein, for any claims of Midland Precision Machining, Inc. and Lapmaster International, LLC to be temporarily disallowed for voting purposes under paragraph 26(g) of this Order, the Debtors must file and serve an objection or request for estimation as to these claims at least twenty-one (21) calendar days before the Voting Deadline. 27. The following procedures shall apply for tabulating votes (a) (b) (c) (d) [reserved] if a creditor casts more than one Ballot voting the same claim before the Voting Deadline, the last received, validly executed Ballot received before the Voting Deadline shall be deemed to reflect the voter s intent and thus to supersede and revoke any prior Ballots; creditors must vote all of their claims within a particular class to either accept or reject the Plan, and may not split their votes within a particular class, and thus a Ballot (or group of Ballots cast by a single creditor) within a particular class that partially accepts and partially rejects the Plan shall not be counted; and except as otherwise provided in this Order, for purposes of determining whether numerosity and claim amount requirements of sections 1126(c) of the Bankruptcy Code have been satisfied, the 12
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 14 of 64 Debtors will tabulate only those Ballots received by the Voting Deadline. 28. The following Ballots will not be counted or considered for any purpose in determining whether the Plan has been accepted or rejected (a) (b) (c) (d) (e) (f) any Ballot that is otherwise properly completed, executed, and timely returned to the Voting Agent but does not indicate an acceptance or rejection of the Plan, or that indicates both an acceptance and rejection of the Plan; any Ballot received after the Voting Deadline unless the Debtors, in their discretion, grant an extension of the Voting Deadline with respect to such Ballot; any Ballot that is illegible or contains insufficient information to permit the identification of the voter; any Ballot cast by a person or entity that does not hold a claim in a class that is entitled to vote to accept or reject the Plan; any unsigned Ballot; and any Ballot transmitted to the Voting Agent by facsimile or email. 29. The Debtors, in their discretion, may allow any claimant who submits a properly completed Ballot to supersede or withdraw such Ballot after the Voting Deadline. The vote tabulation certification prepared by the Voting Agent shall identify any Ballots that were superseded or withdrawn after the Voting Deadline as well as the superseding Ballots (if any). In the event the Debtors do permit such superseding Ballot or withdrawal, the claimant, for cause, may change or withdraw its acceptance or rejection of the Plan in accordance with Bankruptcy Rule 3018(a). Notwithstanding anything contained in this Order to the contrary, the Voting Agent, in its discretion, may, but is not required to, contact voters to cure any defects in the Ballots and is authorized to so cure any defects. The vote tabulation certification prepared by the Voting Agent shall document whether the Voting Agent contacted voters to cure any defects 13
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 15 of 64 in the Ballots and identify any Ballots that were cured by voters in response. Subject to any contrary order of the Court and except as otherwise set forth in this Order, the Debtors may waive any defects or irregularities as to any particular Ballot at any time, either before or after the Voting Deadline, and any such waivers shall be documented in the vote tabulation certification prepared by the Voting Agent. 30. If any creditor seeks to challenge the disallowance of its claim for voting purposes in accordance with the procedures in paragraph 26 of this Order, such creditor shall serve on the Debtors and the Creditors Committee, and file with the Court, a motion (a Temporary Allowance Request Motion ) for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such claim in a different amount for purposes of voting to accept or reject the Plan on or before the 7th calendar day before the Voting Deadline. In accordance with Bankruptcy Rule 3018, as to any creditor filing such a Temporary Allowance Request Motion, such creditor s Ballot should not be counted unless temporarily allowed by an order entered by the Court prior to the Voting Deadline. The briefing schedule for a Temporary Allowance Request Motion is as follows (a) (b) (c) All Temporary Allowance Requests Motions must be filed and served on or before [ ], 2016 at 400 p.m. (prevailing Eastern Time). All objections and responses to Temporary Allowance Request Motions must be filed and served on or before [ ], 2016 at 400 p.m. (prevailing Eastern Time). Any order temporarily allowing a claim that is the subject of a Temporary Allowance Request Motion must be entered on or before [ ], 2016. 31. Notwithstanding the foregoing, the Debtors and a claimant may agree and stipulate to treatment of a specific claim for voting purposes pursuant to a notice filed with the Court. 14
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 16 of 64 32. Any claimant filing and serving a Temporary Allowance Request Motion shall be provided with a Ballot and shall be allowed to cast a provisional vote to accept or reject the Plan on or before the Voting Deadline, pending a determination by the Court of such motion. No later than three business days after the filing of such Temporary Allowance Request Motion, the Voting Agent shall send the movant a Solicitation Package, and the movant shall be required to return such Ballot by the Voting Deadline. If the Debtors and such claimant are unable to resolve the issues raised in the Temporary Allowance Request Motion, such motion shall be considered by the Court at such time as the Court directs and the Court shall determine whether the provisional Ballot should be allowed for voting purposes and the amount of the claim that may be voted. 33. With respect to the tabulation of the Master Ballot and Beneficial Ballots cast by the Voting Nominees and Beneficial Holders (a) (b) (c) (d) votes cast by Beneficial Holders through a Voting Nominee will be applied against the applicable positions held by such entities in the applicable security as of the Voting Record Date, as evidenced by the record and depository listings; votes submitted by a Voting Nominee, pursuant to the Master Ballot, will not be counted in excess of the principal amount of such securities held by such Voting Nominee; to the extent that conflicting votes or overvotes are submitted by a Voting Nominee, the Voting Agent, in good faith, will attempt to reconcile disputes with the Voting Nominee; to the extent that overvotes on the Master Ballot are not reconcilable prior to the preparation of the vote certification, the Voting Agent will apply the votes to accept and to reject the Plan in the same proportion as the votes to accept and reject the Plan submitted on the Master Ballot that contained the overvote, but only to the extent of the Voting Nominee s position in the applicable security; 15
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 17 of 64 (e) (f) (g) where a Beneficial Owner holds its GT Inc. Notes through more than one Voting Nominee, it must execute a separate GT Inc. Notes Ballot, respectively, for each block of securities. However, such holder must vote all of its Claims in each Class in the same manner, to either accept or reject the Plan. Accordingly, if such holder returns more than one Ballot to more than one Voting Nominee voting different Claims within each Class under the Plan and the Ballots are not voted in the same manner, as reflected on separate Master Ballots, such votes will not be counted; for purposes of tabulating votes, each Beneficial Owner will be deemed to have voted the principal amount relating to such security, although the Voting Agent will adjust such principal amount to reflect the claim amount, including accrued prepetition interest; and a single Voting Nominee may complete and deliver to the Voting Agent multiple Master Ballots. Votes reflected on multiple Master Ballots shall be counted except to the extent that they are duplicative of other Master Ballots. If two or more Master Ballots are inconsistent, the last properly completed Master Ballot received prior to the Voting Deadline shall supersede any prior received Master Ballot. 34. In accordance with Local Bankruptcy Rule 3018-2, the Voting Agent shall prepare and file with the Court, at least two business days prior to the Confirmation Hearing a Certificate of Vote, substantially in the form of Local Bankruptcy Form 3018-2, with such modifications as required to reflect the voting and tabulation procedures set forth in this Order. Upon prior written request, the original Ballots will also be available for inspection by any interested party at the Confirmation Hearing. 35. The hearing on Confirmation of the Plan (the Confirmation Hearing ) will be held at [ ] (prevailing Eastern Time) on [ ], 2016 at ; provided, however, that the Confirmation Hearing may be adjourned or continued from time to time by the Court or the Debtors without further notice other than adjournments announced in open Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the Debtors with the Court. 16
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 18 of 64 36. The notice of (i) the time fixed for filing objections to confirmation of the Plan, (ii) the time, date, and place of the Confirmation Hearing, and (iii) the procedures with respect to the assumption or rejection of executory contracts and unexpired leases, including (x) the deadline for counterparties to object to the assumption of any executory contract or unexpired lease under the Plan or the related cure amount and (y) the deadline for counterparties to assert Claims arising from the rejection of any executory contract or unexpired lease under the Plan, substantially in the form annexed hereto as Exhibit 8 (the Confirmation Hearing Notice ), is approved. 37. The Debtors shall serve the Confirmation Hearing Notice on all its creditors on or prior to the Solicitation Date. 38. The Debtors shall publish the Confirmation Hearing Notice (in a format modified for publication) within five business days of the Solicitation Date in the national edition of The New York Times and The New Hampshire Union Leader. The publication of the Confirmation Hearing Notice provides sufficient notice to persons who do not otherwise receive the Confirmation Hearing Notice by mail. 39. Within seven (7) days after serving the Solicitation Packages, Kurtzman Carson Consultants LLC shall file a certificate of such service with the Court, accompanied by attached copies of the Solicitation Packages as served. 40. Objections or responses to confirmation of the Plan, if any, 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) counsel for the Debtors, Paul Hastings LLP, 75 East 55th Street, New York, NY 10022, Attn Luc A. Despins, Esq., and 600 Travis Street, 58th Floor, Houston, TX 17
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 19 of 64 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.; (ii) counsel for the Creditors Committee, Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178, Attn James S. Carr, Esq.; (iii) counsel to the Financing Support Parties, Wilmer Cutler Pickering Hale and Dorr LLP, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, Attn Philip D. Anker, Esq., and 60 State Street, Boston, MA 02109, Attn Dennis L. Jenkins, Esq.; (iv) counsel to the Consenting Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036, Attn Michael S. Stamer, Esq. and Brad M. Kahn, Esq., and Drummond Woodsum LLP, 1001 Elm Street, #303, Manchester, NH 03101, Attn Benjamin E. Marcus, Esq. and Jeremy R. Fischer, Esq., and (v) the Office of the United States Trustee for Region 1, 1000 Elm Street, Suite 605 Manchester, NH 03101, Attn Geraldine L. Karonis, so as to be received no later than [ ], 2016 at 400 p.m. (prevailing Eastern Time). 41. Objections to confirmation of the Plan that are not timely filed, served, and actually received in the manner set forth above shall not be considered and shall be deemed overruled. 42. The Debtors may file and serve (i) as appropriate, replies or omnibus replies to objections that may be filed and served, and (ii) a memorandum in support of confirmation of the Plan, on or before [ ], 2016. 43. This Order is in form and substance acceptable to the Committee, the Majority Financing Support Parties, and the Majority Consenting Parties. 44. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order. 18
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 20 of 64 45. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 7062, 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 46. The requirement set forth in Local Bankruptcy Rule 7102(b)(2) that any motion filed shall have an accompanying memorandum of law is waived. 47. This Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. Dated, 2016 HENRY J. BOROFF UNITED STATES BANKRUPTCY JUDGE 19
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 21 of 64 Exhibit 1 Disclosure Statement
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 22 of 64 Exhibit 2 Form of Ballot for Class 4B (General Unsecured Claims)
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 23 of 64 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 BALLOT FOR ACCEPTING OR REJECTING JOINT PLAN OF REORGANIZATION OF GT ADVANCED TECHNOLOGIES INC. AND ITS SUBSIDIARIES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE CLASS 4B GENERAL UNSECURED CLAIMS AGAINST GT ADVANCED TECHNOLOGIES INC. PLEASE CAREFULLY READ AND FOLLOW THE ENCLOSED VOTING INFORMATION AND INSTRUCTIONS FOR COMPLETING THIS BALLOT BEFORE COMPLETING THIS BALLOT. THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS [ ], 2016 AT 400 P.M. (PREVAILING PACIFIC TIME). GT Advanced Technologies Inc. and its affiliated debtors, as debtors in possession (collectively, the Debtors ) are soliciting votes with respect to the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as modified, amended, or supplemented from time to time, the Plan ) and the Disclosure Statement for the Debtors Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as modified, amended, or supplemented from time to time, the Disclosure Statement ). Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined have the meanings given to them in the Plan. If you, as of February 1, 2016 (the Voting Record Date ), hold a Class 4B General Unsecured Claim, as defined in the Plan, this Ballot permits you to cast your vote to accept or reject the Plan. The Disclosure Statement has been approved by the United States Bankruptcy Court for the District of New Hampshire (the Bankruptcy Court ). The Disclosure Statement provides information to assist you in deciding how to vote your Ballot. The Bankruptcy Court s approval of the Disclosure Statement does not indicate Bankruptcy Court approval of the Plan. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if the Plan (i) is accepted by the holders of at least two-thirds in amount and more than one-half in number of the Claims in each impaired Class of Claims who vote on the Plan, (ii) is accepted by the holders of at least two thirds in amount of the interests in each impaired Class of interests who vote on the Plan, and (iii) otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if it finds that the Plan (i) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (ii) otherwise satisfies the 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 # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 24 of 64 requirements of section 1129(b) of the Bankruptcy Code. Ballots submitted by e-mail or facsimile transmission will not be accepted. Ballots should not be sent to the Debtors or the Bankruptcy Court. Your rights are described in the Plan and the Disclosure Statement, which are included with this Ballot. Please read the Plan and Disclosure Statement carefully before submitting a Ballot. You may wish to seek legal advice concerning the Plan and the classification and treatment of your Claim under the Plan. If you received the Solicitation Package in CD-ROM format and desire paper copies, or if you need to obtain additional solicitation materials, you may contact Kurtzman Carson Consultants LLC at (888) 647-1732 (or outside of the United States at (310) 751-2622). PLEASE NOTE THAT THE BALLOTING AGENT CANNOT PROVIDE YOU WITH LEGAL ADVICE. PLEASE REVIEW THE DISCLOSURE STATEMENT AND PLAN BEFORE YOU VOTE. YOU MAY WISH TO SEEK LEGAL ADVICE CONCERNING THE PLAN AND YOUR CLASSIFICATION AND TREATMENT UNDER THE PLAN. THIS BALLOT IS FOR VOTING ALL OF YOUR GENERAL UNSECURED CLAIMS AGAINST GT ADVANCED TECHNOLOGIES INC. IN CLASS 4B. IF YOU HOLD CLAIMS IN MORE THAN ONE CLASS UNDER THE PLAN, YOU WILL RECEIVE A BALLOT FOR EACH CLASS IN WHICH YOU ARE ENTITLED TO VOTE AND MUST COMPLETE A SEPARATE BALLOT FOR EACH CLASS OF CLAIMS. IF YOUR BALLOT IS NOT RECEIVED BY THE VOTING AGENT EITHER (1) ELECTRONICALLY AT HTTP//WWW.KCCLLC.NET/GTAT OR (2) AT GTAT BALLOT PROCESSING CENTER, C/O KCC, 2335 ALASKA AVENUE, EL SEGUNDO, CALIFORNIA 90245, BY 400 P.M., PACIFIC TIME, ON [ ], 2016, AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN. IF THE PLAN IS CONFIRMED BY THE BANKRUPTCY COURT, IT WILL BE BINDING ON YOU WHETHER OR NOT YOU VOTE. IF NEITHER THE ACCEPT NOR REJECT BOX IS CHECKED IN ITEM 2 OR IF BOTH BOXES ARE CHECKED IN ITEM 2, THIS BALLOT WILL NOT BE COUNTED. PLEASE REVIEW THE ACKNOWLEDGEMENT CONTAINED IN ITEM 4. IF THIS BALLOT IS NOT SIGNED ON THE APPROPRIATE LINES BELOW, THIS BALLOT WILL NOT BE VALID OR COUNTED AS HAVING BEEN CAST. Item 1. Voting Amount of Class 4B General Unsecured Claims. The undersigned certifies that, as of the Voting Record Date and for purposes of voting to accept or reject the Plan, the undersigned is a holder of General Unsecured Claims in Class 4B of the Plan in the following aggregate amount $ [VoteAmt] 2 2 For voting purposes only. Subject to tabulation rules.
Case 14-11916-HJB Doc # 2989-1 Filed 01/31/16 Desc Exhibit A (Proposed Order -- Clean Copy) Page 25 of 64 Item 2. Vote to Accept or Reject the Plan. The undersigned, a holder of the Class 4B General Unsecured Claims set forth in Item 1, votes as follows (check only one box below) ACCEPT the Plan. REJECT the Plan. Item 3. OPTIONAL Opt Out of Releases. THE PLAN CONTAINS A SERIES OF RELEASES THAT ARE PART OF THE OVERALL SETTLEMENT OF VARIOUS POTENTIAL CLAIMS AND INTERESTS. IN THAT RESPECT, PARTIES SHOULD BE AWARE THAT, IF THE PLAN IS CONFIRMED AND IF THE EFFECTIVE DATE OCCURS, CERTAIN PARTIES WILL BE GETTING RELEASES AND CERTAIN PARTIES WILL BE GIVING RELEASES AS SET FORTH IN ARTICLE XIV OF THE PLAN AND AS FURTHER DESCRIBED IN THE DISCLOSURE STATEMENT. PURSUANT TO SECTION 14.3 AND 14.4 OF THE PLAN, YOU HAVE THE RIGHT TO OPT OUT OF CERTAIN OF THE RELEASE PROVISIONS. THE RIGHT TO OPT OUT OF RELEASES UNDER THE PLAN ONLY APPLIES TO THE RELEASES GRANTED UNDER SECTION 14.3 AND SECTION 14.4 OF THE PLAN. IF YOU WISH TO OPT OUT OF THE RELEASE IN SECTION 14.3 AND SECTION 14.4 OF THE PLAN, YOU MUST CHECK THE BOX BELOW. THE RELEASE IN SECTION 14.3 OF THE PLAN PROVIDES Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, and in consideration of the efforts expended and to be expended and the services and obligations of the Plan Support Party Releasees and the DIP Facility Lender Releasees, each of the Debtor Releasees, the D&O Releasees, the Litigation Trust, the Litigation Trustee, and each holder of a Claim against any of the Debtors (other than the Debtor Releasees, the D&O Releasees, the Litigation Trust, and the Litigation Trustee) who either (a) is entitled to vote to accept or reject the Plan and does not opt out of the release under this Section 14.3 on a Ballot that is timely submitted in accordance with the Disclosure Statement Order, (b) is paid in full under the Plan, or (c) is deemed to have accepted the Plan, releases, waives, and discharges unconditionally and forever each of the Plan Support Party Releasees and the DIP Facility Lender Releasees from any and all claims, causes of action, and Liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part on any act, omission, transaction, event or other occurrence arising from, in connection with, or related to the Debtors, the Plan, or the Chapter 11 Cases arising on or before the Effective Date; provided, however, (i) the foregoing release shall not apply to obligations arising under the Plan or Exit Financing; and (ii) the foregoing release shall not be construed to prohibit a party in interest from seeking to enforce the terms of the Plan or Exit Financing; provided further, however, that the foregoing release shall not impair Claims or Causes of Action against any Person that is not a Plan Support Party Releasee or DIP Facility Lender Releasee. Notwithstanding anything in the preceding paragraph to the contrary, the Debtor Releasees, the Litigation Trust, and the Litigation Trustee do not waive, release or discharge the Plan Support Party Releasees or the DIP Facility Lender Releasees from any claims, causes of action, and Liabilities to the extent they have been, are now, could have been, or could be asserted defensively or as a right of offset or recoupment against any Claims arising prior to the Petition Date, other than any GT Inc. Notes Claims, held or asserted by the Plan Support Party Releasees or the DIP Facility Lender Releasees; provided, however, that none of the Debtor Releasees, the Litigation Trust or the Litigation Trustee will pursue affirmative