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SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF SUFFOLK

HEXCEL CORPORATION, Index No. /2019

Plaintiff,

SUMMONS
-against-

LUMINATI AEROSPACE LLC and 400 DAVID

COURT LLC,

Defendants.

TO THE ABOVE-NAMED DEFENDANTS:

YOU ARE HEREBY SUMMONED to answer the Complaint of Hexcel Corporation (the

"Plaintiff"), a copy of which is herewith served upon you, and to serve copies of your answer upon

the üñdersigned as attorneys for the Plaintiff, Cole Schotz P.C., whose address is 1325 Avenue of

the Americas, New York, New York 10019, within

twenty (20) days after service of the Complaint,

exclusive of the day of service, or within thirty (30) days if the complchen of service is made in
any

manñcr other than by personal

delivery
within the state. In case of your failure to answer the

judgment will be taken againct you default for the relief den =a a therein.
Complaint, by

Dated: New York, New York

March 18, 2019

COLE SCHOTZ P.C.

Attorneys for Plaint:f Hexcel Corporation

By: /s/Wendv F. Klein

Wendy F. Klein, Esq.

Krista L. Kulp, Esq.

19*
1325 Sixth Avenue, Floor

New York, New York 10019

(212) 752-8000

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SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF SUFFOLK
..................................................................

HEXCEL CORPORATION, Index No. -2019

Plaintiff, COMPLAINT

-against-

LUMINATI AEROSPACE LLC and 400 DAVID

COURT LLC,

Defendants.
.__________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _____________

Plaintiff Hexcel Corporation ("Plaintiff"), by and through its counsel, Cole Schotz, P.C.,

as and for its Coñiplairit against defciidarits, Lu=ina+i Aerospace LLC ("D±:S") and 400

Court,"
David Court LLC ("400 David and together with L±;‡i, "Defendants"), alleges as

follows:

THE PARTIES

1. Plaintiff is a corporation organized under the laws of the State of Delaware with

its principal corporate offices located at Two Stamford Plaza, 281 Tresser B0ülevard, Stamford,

Connecticut 06901-3238.

2. Upon information and belief, Lüñn is a limited liability COLipally organized

under the laws of the State of Delaware with its principal place of business located at 400 David

Court, Calverton, New York 11933.

3. Upon information and belief, 400 David Court is a linsted liability company

organized under the laws of the State of Dolaware with its principal place of business located at

400 David Court, Calverton, New York 11933, and a wholly owned subsidiary
of I dri.

JURISDICTION AND VENUE

4. Jurisdiction and venue are proper in the Supreme Court of the State of New York,

County of Suffolk, because the parties agreed to the jurisdiction of the courts of the State of New

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York in the underlying Loan Documents (as defined in paragraph 28 herein), Defendants

maintain their principal places of business in Suffolk County, and a substantial amount of the

conduct relating to the claims alleged herein occurred in Suffolk County, New York.

Defendants'
5. Venue is also proper pursuant to CPLR 503 based upon principal

place of business in Suffolk County and the location of the chattel in Suffolk County, New York.

6. The damages alleged by Plaintiff herein exceed $12,534,684.30.

FACTUALBACKGROUND

The Note

7. On or about May 12, 2016, Hexcel loaned Luminati $10,000,000, pursuant to a

Convertible Secured Promissory Note dated May 12, 2016 and executed by Luminati (the

"Note"). (A true and accurate copy of the Note is annexed hereto as Exhibit "A").

8. Pursuant to the Note, Luminati agreed to "use the proceeds of the loan hereunder

to repay all liabilities under the mortgage loan secured by the Calverton Property (such

liabilities, the "Calverton Loan"); the amounts remaining after such repayment may be used by

the Company (i) to purchase certain equipment as set forth on Exhibit A hereto (which purchase

shall not be subject to Section 11.10.1 hereunder); (ii) for working capital purposes; and (iii) to

facilities."
upgrade and expand the Company's facilities or acquire additional (Note, § 7).

9. The Maturity Date to repay the Outstanding Balance, as defined in the Note, and

all unpaid accrued interest, is May 12, 2023. (Note, § 2).

Defendants'
10. Pursuant to the Note, material breach of any term, covenant or

agreement in (a) the Guaranty and Security Agreement, (b) the Mortgage or (c) the Note,

constitutes an event of default entitling Plaintiff to, among other things, accelerate the entire

balance due, together with interest, and foreclose on the Collateral, as defined below. (Note,

§§ 10.3.1 and 10.2).

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11. Specifically, the Note provides that upon a default, "Hexcel may, at its election,

(i) accelerate repayment of the Outstanding Balance in which case the Outstanding Balance and

all interest accrued thereon shall be due and payable immediately; (ii) exercise all remedies

available to Hexcel under the Guaranty and Security Agreement and the Uniform Commercial

it."
Code and the Mortgage; and (iii) pursue any legal or equitable remedies available to (Note, §

10.2).

12. In sum, Defendants agreed that in the event of default, Plaintiff had, in addition to

any rights and remedies available at law or in equity, the clear and unequivocal contractual rights

to: (i) accelerate all payments due and owing from Defendants; (ii) immediately take possession

and control of all Collateral; and (iii) foreclose upon the Collateral to collect all sums due,

attorneys'
including the principal balance, default interest, and all of Plaintiff's reasonable fees

and costs.

The Guaranty and Security Agreement

13. In order to secure the payment and performance of Luminati's obligations under

the Note, Luminati and its wholly owned subsidiary, 400 David Court, entered into a Guaranty

and Security Agreement with Hexcel, dated May 12, 2016 (the "Guaranty and Security

Agreement"). (A true and accurate copy of the Guaranty and Security Agreement is annexed

hereto as Exhibit "B"). (See also Note, § 5).

14. Pursuant to the Guaranty and Security Agreement, Luminati and 400 David Court

granted to Hexcel a security interest in all equipment listed on Schedule 2 to the Guaranty and

Security Agreement (the "Equipment"), all Intellectual Property related to Hexcel Core

Technology (excluding Intellectual Property listed on Schedule 3 to the Guaranty and Security

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Agreement), autoclaves, all books and records, and all proceeds and products of any of those (the

"Collateral"). (Guaranty and Security Agreement, § 2).

15. Plaintiff duly perfected its security interest in the Collateral, including the

Equipment, on or about May 13, 2016, when it recorded two UCC-1 Financing Statements.

(True and accurate copies of the Delaware UCC-1 Financing Statements are annexed hereto as

Exhibit "C"). Specifically, Plaintiff filed UCC-1 Financing Statements with the Delaware

Department of State with respect to 400 David Court and Luminati.

16. To protect the Collateral for the benefit of Hexcel, Defendants also agreed to

maintain insurance policies insuring the Collateral against loss or damage. (Guaranty and

Security Agreement, § 4.6).

17. Pursuant to the Note, any failure by Defendants to maintain insurance constitutes

a material breach of the Guaranty and Security Agreement and a Default, which if uncured

within thirty (30) days entitles Plaintiff to, among other things, accelerate the entire balance due,

together with interest, and foreclose on the Collateral. (Note, §§ 10.3.1 and 10.2).

18. In the event of a Default, Defendants also agreed, in addition to all other rights

and remedies provided to Hexcel, to assemble the Collateral and make it available to Hexcel.

(Guaranty and Security Agreement, § 5.2).

19. The Guaranty and Security Agreement obligates Defendants to pay all reasonable

expenses incurred by Plaintiff in enforcing the obligations due under the Note and the Guaranty

attorneys'
and Security Agreement, including reasonable fees. (Guaranty and Security

Agreement, § 5.2).

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20. Pursuant to the Guaranty and Security Agreement, 400 David Court promised to

unconditionally guarantee the payment of all of Luminati's obligations to Hexcel. The Guaranty

and Security Agreement provides, in pertinent part, as follows:

Each Guarantor hereby absolutely and unconditionally and

irrevocably guarantees to the Secured Party and each of its

respective successors, transferees and assigns, the full and prompt

payment, when and as the same become due, whether at stated

maturity, upon acceleration or otherwise, and at all times

thereafter, of the Obligations of the Borrower, including amounts

that would become due but for the automatic stay under Section

362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) together with

any and all expenses which may be incurred by the Secured Party
in collecting any of the Obligations. In addition, if any or all of the
Obligations become due and payable hereunder, each Guarantor,

unconditionally and irrevocably, promises to promptly pay the full

amount of such Obligations to the Secured Party, on demand. This
Agreement is a continuing one and shall remain in full force and
effect until all of the obligations of any Guarantor hereunder have
been satisfied by indefeasible payment in full in immediately
available funds. All liabilities to which this guaranty applies or

may apply under the terms hereof shall be conclusively presumed

to have been created in reliance hereon and all dealings between

the Secured Party and any of the Guarantors shall be conclusively

presumed to have been had or consummated in reliance upon the

guaranty of each Guarantor hereunder.

(Guaranty and Security Agreement, § 6.1).

The Mortgage

21. In order to further secure the payment and performance of Luminati's and 400

David Court's obligations under the Note and Guaranty and Security Agreement, 400 David

Court entered into a Mortgage, Assignment of Leases and Rents, and Guaranty and Security

Agreement with Hexcel, dated June 17, 2016 (the "Mortgage"). (A true and accurate copy of the

Mortgage is annexed hereto as Exhibit "D").

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22. The Mortgage secures the obligations owed by Luminati and 400 David Court to

Plaintiff as defined in the Note and the Guaranty and Security Agreement. (Mortgage, §§ 2.1,

2.2).

23. The Mortgage encumbers and grants Hexcel a security interest in certain

commercial real property owned by 400 David Court and located at 400 David Court, Calverton

in the Town of Riverhead, County of Suffolk, and State of New York, which property is more

particularly described in Exhibit A to the Mortgage (the "Mortgaged Property"). (Mortgage, §

1.1).

24. The Mortgage was duly recorded in the Office of the Clerk of Suffolk County,

State of New York on September 20, 2016, in Liber 22738, Page 332.

25. Pursuant to the Mortgage, 400 David Court is required to obtain and maintain, or

cause to be maintained, insurance for the Property, as defined in the Mortgage, including, but not

limited to, the land, building, improvements, easements, fixtures and personal property, leases

and rents, insurance proceeds, condemnation awards, agreements and other rights pertaining to

the use of the land and its improvements, owned by 400 David Court or in which it has an

interest, as specified in the Mortgage. (Mortgage, §§ 1.1, 3.3).

26. The Mortgage also requires 400 David Court to pay all taxes levied, assessed or

imposed against the Mortgaged Property or any part, and all federal, state, county, municipal,

and city income and other taxes and liabilities which are due or have been assessed. (Mortgage,

§§ 3.4, 5.11, 5.21).

agreement"
27. The Mortgage also serves as a "security within the meaning of the

Uniform Commercial Code and grants Hexcel a security interest not only in the land,

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improvements, and easements, but in Personal Property, as defined by the Mortgage, owned by

or in which 400 David Court has an interest. (Mortgage, §§ 1.1, 1.3.)

28. Pursuant to the Mortgage, 400 David Court pledged all of its right, title, estate,

claim and interest to:

All machinery, equipment fixtures, furnishings, goods, tools,

supplies, appliances, general intangibles, contract rights, accounts,
accounts receivable, letters of credit, licenses, certificates, permits
and other property of every kind and nature whatsoever (whether

tangible or intangible) owned by Grantor, or in which Grantor has

or shall have interest, now or hereafter located upon the Land and
the Improvements or appurtenant thereto, and useable in
connection with the present or future operation and occupancy of

the Land and the Improvements (but in the case of general

intangibles, contract rights, certificates and permits to the extent

assignable) and all building equipment, materials and supplies of

any nature whatsoever owned by Grantor, or in which Grantor has

or shall have an interest, now or hereafter located upon the Land
and the Improvements, or appurtenant thereto, or usable in
connection with the present or future operation and occupancy of

the Land and the Improvements (together with all replacements,

substitutions and proceeds thereof, collectively, the "Personal

Property"), and the right, title and interest of Grantor in and to any
of the Personal Property which may be subject to any security
interests, as defined in the Uniform Commercial Code, as adopted
and enacted by the state, states, commonwealth or commonwealths

where any of the Property is located (the "Uniform Commercial

Code"), and all proceeds and products of the above.

(Mortgage, § 1.1(e)). (The Collateral as defined in the Guaranty and Security Agreement and the

Personal Property as defined in the Mortgage shall be together defined herein as the

"Collateral"). (The Note, Guaranty and Security Agreement, and Mortgage are referred to

collectively as the "Loan Documents.")

29. Certain of the Collateral, including, but not limited to, certain of the Equipment,

is, upon information and belief, located at the Mortgaged Property.

30. In addition to the UCC-1 Financing Statements filed in Delaware pursuant to the

Guaranty and Security Agreement, on or about October 4, 2016, Plaintiff also filed a UCC-1

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Financing Statement with the New York Department of State in which Plaintiff duly perfected its

security interests as described in the Mortgage. (A true and accurate copy of the New York

UCC-1 Financing Statement is annexed hereto as Exhibit "E").

The Defaults

31. Defendants have failed to maintain insurance policies insuring the Collateral

against loss or damage, which failure constitutes a material breach of the Guaranty and Security

Agreement and a Default pursuant to the Note. (Guaranty and Security Agreement, § 4.6; Note,

§10.3.1.

32. 400 David Court has failed to maintain insurance for the Mortgaged Property as

required by the Mortgage, which is a material breach of the Mortgage, § 3.3, and constitutes a

Default pursuant to the Note, §10.3.1, and an Event of Default under the Mortgage, §10.1.

33. 400 David Court has failed to pay property taxes on the Mortgaged Property as

required by the Mortgage, § 3.4, which is a material breach of the Mortgage and constitutes a

Default pursuant to Sections 10.2.1 and 10.3.1 of the Note and an Event of Default pursuant to

Section 10.1 of the Mortgage.

34. Luminati has failed to pay rent to Laoudis of Calverton, LLC, the landlord of

certain real property (the "Landlord") located at 350 Burman Boulevard, Calverton, New York,

11933, leased by Luminati and in which certain Collateral is located.

35. Daniel Preston, the Chief Executive Officer of both Defendants, expressly told

Plaintiff that Luminati has failed to pay rent to the Landlord and that certain of the Collateral will

"scrapped"
be as a result of this failure to pay rent, thereby placing in jeopardy the Collateral in

violation of the Loan Documents, including, but not limited to, Sections 4.4 and 4.5 of the

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Guaranty and Security Agreement, which prohibit Luminati from disposing of any of the

Collateral and require it to defend against any lien, claim or demand against the Collateral.

36. The Landlord has filed a petition in the Riverhead Justice Court: County of

Suffolk, of the State of New York District Court, seeking to evict Luminati from its property.

37. As a result of their Defaults, on January 24, 2019, Plaintiff issued a Notice of

Event of Default (the "Default Notice") to Defendants pursuant to Section 10.2 of the Note and

provided Defendants with thirty (30) days to cure the Defaults. (A true and accurate copy of the

Default Notice is annexed hereto as Exhibit "F").

38. Despite acknowledging receipt of the Default Notice, Defendants have failed to

cure the Defaults.

39. On February 26, 2019, Plaintiff sent a letter to Defendants advising them that

because of their failure to cure the Defaults, it is accelerating the payment of the Outstanding

Balance due under the Note and exercising all rights and remedies available to it under Note, the

Guaranty and Security Agreement, and the Mortgage, and demanded Defendants assemble the

Equipment identified on Schedule 2 to the Guaranty and Security Agreement and make it

available to Hexcel (the "Notice of Acceleration"). (A true and accurate copy of the Notice of

Acceleration is annexed hereto as Exhibit "G").

40. As of the filing of this Complaint, Defendants have failed to deliver the

Equipment or make it available to Plaintiff.

41. The accelerated balance due and owing from Defendants under the Note as of

March 12, 2019 was $12,534,684.30. (See Exhibit G).

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Defendants'
42. As a result of breaches, Plaintiff is entitled to immediate possession

of the Collateral, including the Equipment, pursuant to the Note, Guaranty and Security

Agreement, Mortgage and the applicable provisions of New York's Uniform Commercial Code.

AS AND FOR A FIRST CAUSE OF ACTION

(Possession and Seizure of Chattel as to the Defendants)

43. Plaintiff repeats and realleges each of the allegations contained in paragraphs 1

through 42, as if set forth at length herein.

44. Pursuant to Section 10.2 of the Note, Section 5.2 of the Guaranty and Security

Agreement, Section 11.1(i) of the Mortgage, and Sections 9-604(c) and 9-609(a)(1) & (c) of the

Uniform Commercial Code, as a result of the Events of Default, Plaintiff is entitled to

immediately take possession of the Collateral.

45. Accordingly, on February 26, 2019, demand was made to Defendants to assemble

certain Equipment and make it available to Hexcel by way of a letter from Plaintiff's counsel to

Defendants and their counsel. (See Exhibit G).

46. To date, however, Defendants have not advised Plaintiff that they have assembled

the Equipment nor have they provided Plaintiff access to it.

47. Luminati and its wholly owned subsidiary, 400 David Court, are in possession of

the Collateral, including the Equipment.

48. Upon information and belief, the Collateral, including the Equipment, is located at

400 David Court, Calverton, New York 11933 and 350 Burman Boulevard, Calverton, New

York 11933, among other places.

49. The aforesaid Collateral is being wrongfully held by Defendants.

50. Upon information and belief, the value of the aforesaid chattel is approximately

$7,400,000.00.

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Defendants'
51. As a result of breaches, Plaintiff is justly concerned about the

security of the Collateral.

52. No defense to Plaintiff's claim to the aforesaid Collateral is known to Plaintiff.

53. Plaintiff therefore is entitled to a judgment declaring that it has the superior right

of possession to the Collateral and that Plaintiff is entitled to immediate possession of the

Collateral.

WHEREFORE, Plaintiff demands judgment against Defendants as follows:

(A) declaring that Plaintiff has the superior right of possession and is entitled

to the immediate possession of the aforesaid Collateral, and that the Collateral be delivered to

Plaintiff;

(B) awarding all such other and further relief that this Court deems just,

necessary and proper.

DATED: New York, New York COLE SCHOTZ, P.C.

March 18, 2019

By: /s/Wendy F. Klein

Wendy F. Klein, Esq.

Krista L. Kulp, Esq.
1325 Avenue of the Americas,
19 Floor,
New York, New York 10019

(212) 752-8000

Attorneys for Plaintiff, Hexcel Corporation

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