FILED: NEW YORK COUNTY CLERK 05/23/2013 INDEX NO /2013 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/23/2013. DEADLINE.com

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1 FILED NEW YORK COUNTY CLERK 05/23/2013 INDEX NO /2013 NYSCEF DOC. NO. 3 RECEIVED NYSCEF 05/23/2013 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x WILMINGTON TRUST, NATIONAL ASSOCIATION, Index No. v. Plaintiff, PANAVISION INC., PANAVISION U.K. HOLDINGS, INC., LPPI, LLC, PANAVISION REMOTE SYSTEMS LLC, PANAVISION GP INC., PANAVISION INTERNATIONAL, L.P., PANY RENTAL INC., PANAVISION FEDERAL SYSTEMS, LLC, TFN LIGHTING CORP., SEAWAY MEDIA CORPORATION, Defendants x AFFIRMATION OF DANIEL P. HOPE IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT IN LIEU OF COMPLAINT DANIEL P. HOPE, an attorney admitted to practice before the Courts of the State of New York, hereby declares under penalty of perjury that the following is true and correct 1. I am an attorney with the firm of Kaye Scholer LLP, attorneys for plaintiff Wilmington Trust, National Association ( Wilmington or Plaintiff ). I submit this affirmation pursuant to CPLR 3213 in support of Plaintiff s Motion for Summary Judgment in Lieu of Complaint. I have knowledge of the facts set forth herein. NATURE OF THIS ACTION 2. Wilmington brings this motion seeking summary judgment of Defendants breach of contract to obtain outstanding indebtedness owed under a past-due $1,700,000 term loan (the Second Lien Term Loan or Loan ) that was provided to Defendant Panavision Inc. and certain of its affiliates (collectively, Panavision or Defendants ) on March 30, _1.docx

2 Under the terms of the Second Lien Credit Agreement, Guarantee and Collateral Agreement and other associated documents that were executed in connection with the Loan which are defined and described further in the May 22, 2013 Affidavit of Jeffery Rose in Support of Motion for Summary Judgment in Lieu of Complaint (the Rose Affidavit ) and Panavision pledged certain collateral (also described in the Rose Affidavit) to secure its obligations. The indebtedness under the Second Lien Term Loan matured on March 30, 2012, but Panavision has defaulted on its obligations and has not remitted required payments. 3. On April 24, 2012, Wilmington notified Panavision of its default and accelerated the debt outstanding under the Second Lien Term Loan and advised Panavision that all of its obligations thereunder were immediately due and payable according to the terms of the various documents executed in connection with the Loan. As of this date, Panavision has not cured the existing defaults under the Loan. 4. By the express terms of the various loan documents and under applicable law, Wilmington, as administrative and collateral agent, has the right to immediate payment of all amounts due. Wilmington requests that this Court enter an order requiring Panavision to make full payment of all amounts due to Wilmington and the lenders under the Second Lien Term Loan, including an award of Wilmington s costs and expenses, and also order such other and further relief as the Court deems appropriate. PARTIES 5. Plaintiff Wilmington Trust, National Association is a national banking association organized under the laws of the United States of America with its main office in Wilmington, Delaware _1.docx 2

3 6. Defendant Panavision Inc. is a corporation organized and existing under the laws of the State of Delaware and has its principal place of business in Woodland Hills, California. 7. Defendant Panavision U.K. Holdings, Inc. is a corporation organized and existing under the laws of the State of Delaware and is one of the Subsidiary Guarantors (defined below). 8. Defendant LPPI, LLC, is a limited liability company organized and existing under the laws of the State of California and is one of the Subsidiary Guarantors. 9. Defendant Panavision Remote Systems LLC, is a limited liability company organized and existing under the laws of the State of California and is one of the Subsidiary Guarantors. 10. Defendant Panavision GP Inc., is a corporation organized and existing under the laws of the State of Delaware and is one of the Subsidiary Guarantors. 11. Defendant Panavision International, L.P., is a limited liability partnership organized and existing under the laws of the State of Delaware and is one of the Subsidiary Guarantors. 12. Defendant PANY Rental Inc., is a corporation organized and existing under the laws of the New York and is one of the Subsidiary Guarantors. 13. Defendant Panavision Federal Systems, LLC, is a limited liability company organized and existing under the laws of the State of Delaware and is one of the Subsidiary Guarantors. 14. Defendant TFN Lighting Corp., is a corporation organized and existing under the laws of the State of Delaware and is one of the Subsidiary Guarantors _1.docx 3

4 15. Defendant Seaway Media Corporation, is a corporation organized and existing under the laws of the State of California and is one of the Subsidiary Guarantors. JURISDICTION AND VENUE 16. This Court has personal jurisdiction over the Defendants pursuant to New York General Obligations Law and CPLR 327(b) because the Defendants consented to the jurisdiction of this Court with respect to claims arising under the loan documents. 17. Venue is proper in this Court pursuant to CPLR 501 because the Defendants consented to the venue of this Court with respect to claims arising under the loan documents. STATEMENT OF FACTS 18. The Rose Affidavit sets forth a true and accurate statement of facts relevant to this Court s adjudication of the instant motion for summary judgment. There are no triable issues of material fact. 19. The Second Lien Credit Agreement is a valid, binding contract entered into for good and valuable consideration. 20. The Plaintiff has at all times performed its obligations under the Second Lien Credit Agreement. The Defendants, however, have failed to pay principal and interest due under the Second Lien Credit Agreement since March 30, By reason of the Defendants breach of the Second Lien Credit Agreement, Plaintiff has declared the Defendants to be in default of their obligations under the Second Lien Credit Agreement and has declared all outstanding obligations under the Second Lien Credit Agreement to be immediately due and payable. 22. As a result of the default and acceleration, the Defendants are liable pursuant to the terms of the Second Lien Credit Agreement for all outstanding obligations arising _1.docx 4

5 out of the Second Lien Credit Agreement. The Defendants have failed to make payment to Wilmington and the Second Lien Lenders, despite their obligation to do so. 23. As of the date hereof, the Defendants have incurred obligations to Wilmington and the Second Lien Lenders under the Second Lien Credit Agreement in the aggregate principal amount of $1,700,000, together with accrued and accruing interest and default rate interest, late charges, fees, costs, and expenses, including but not limited to attorneys' fees, costs and expenses and other professional fees, costs and expenses, and other charges due and payable to Wilmington and the Second Lien Lenders under the Second Lien Credit Agreement and the Loan Documents (as defined in the Second Lien Credit Agreement). Wilmington reserves its right to state with particularity any and all amounts of accrued and accruing interest and default rate interest, late charges, contractual costs, attorneys' fees and all other charges owed by the Defendants under the Second Lien Credit Agreement and the Loan Documents. 24. Under the Second Lien Guarantee and Collateral Agreement, the Defendants pledged collateral, comprising substantially all of their assets, to secure their obligations arising out of the Second Lien Credit Agreement. 25. By filing the necessary UCC-1 financing statements, the Second Lien Collateral Agent has a fully perfected security interest in all of the collateral pledged by the Defendants. And, pursuant to the terms of the Second Lien Guarantee and Collateral Agreement, UCC and its filing of the necessary UCC-1 financing statements, the Second Lien Collateral Agent has a perfected security interest in the proceeds of that collateral _1.docx 5

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