FILED: NEW YORK COUNTY CLERK 10/17/ :13 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 10/17/2016

Transcription

1 FILED: NEW YORK COUNTY CLERK 10/17/ :13 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 10/17/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK CARESTREAM HEALTH (NEAR EAST) LTD., Index No.: Plaintiff, vs. LINDUSTRY (OFFSHORE) S.A.L., Defendant. TO THE ABOVE NAMED DEFENDANT: You are hereby summoned and required to serve upon the undersigned attorneys for Plaintiff an answer to the Complaint in this action within twenty days after the service of this summons, exclusive of the day of service, or within thirty days after service is complete if this summons is not personally delivered to you within the State of New York. In case of your failure to answer, judgment will be taken against you by default for the relief demanded in the Complaint. The venue has been designated pursuant to CPLR 503(a), which permits the place of trial to be in the county in which none of the parties resides when the action is commenced. Dated: New York, New York October 17, 2016 By: SON malp Rebecca Brazzano I Russell Rogers (pro h. c forthcoming) 335 Madison Ave. 12th Floor New York, NY (212) Telephone (212) Facsimile Rebecca.Brazzano@ThompsonHine.corn 1 of 18

2 Russell Rogers (pro hac forthcoming) Two Alliance Center 3560 Lenox Road NE Suite 1600 Atlanta, Georgia (404) Russell. corn Counsel for Carestream Health (Near East) Ltd. TO: Lindustry (Offshore) S.A.L. Choruifat, Tiro Street, Rassamny, Youness Building, Lebanon 2 2 of 18

3 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK CARESTREAM HEALTH (NEAR EAST) LTD., vs. Plaintiff, Case No.: LINDUSTRY (OFFSHORE) S.A.L., Defendant. COMPLAINT Plaintiff Carestream Health (NEAR EAST) Ltd. ("Carestream NE" or "Plaintiff'), by its undersigned counsel, Thompson Hine LLP, as and for its Complaint against Lindustry (Offshore) S.A.L. ("Lindustry" or "Defendant") respectfully alleges as follows: PRELIMINARY STATEMENT 1. Carestream NE comes to this Court seeking urgent redress. The foreign and tortured history of this matter confirms, upon information and belief, that Lindustry is using the Lebanese court system (which lacks necessary due process protections and in personam jurisdiction over Carestream NE) to evade the exclusive jurisdiction of this Court, the effect of New York law and the terms of the contract that controls the relationship between Carestream NE and Lindustry. 2. If Lindustry is permitted to continue on its course, it will not only inflict irrevocable injury and damage to Carestream NE, it will have the effect of depriving Lebanese patients who would otherwise have access to Carestream NE's highly advanced technology and digital imaging equipment. The consequence of Lindustry's actions on the availability of 3 of 18

4 Carestream's diagnostic and medical equipment to aid in the treatment of Lebanese patients is catastrophic and immeasurable. 3. The case concerns a written marketing and distribution contract originally executed between Kodak (Near East), Inc.' and Lindustry (Offshore) S.A.L., dated January 1, 2005 (the "Agreement").2 4. Pursuant to the Agreement, Carestream NE's predecessor in interest, Kodak, granted a non-exclusive license to Lindustry for the limited purpose of distributing then Kodak x-ray film and film printers (the "Products") in a defined territory Iraq (the "Territory"). 5. The Agreement required Lindustry, in its capacity as a non-exclusive distributor, to, among other things, promote and sell Kodak products in Iraq, market and inventory the Kodak products, and provide maintenance, and customer care, each of which was set forth and detailed in the Agreement. 6. Lindustry further covenanted not to sell products that indirectly or directly competed with the Kodak products that were the subject of the Agreement. (Agreement, 5). 7. Despite the governing terms, Lindustry breached the material terms of the Agreement, failed to cure such breaches and utterly failed to perform material obligations under the Agreement. 1 Until 2007, the business today known as Carestream Health was a division of Eastman Kodak Company ("EKC") known as Kodak Health Group. Upon information and belief, its wholly owned subsidiary Kodak (Near East) Inc. (a New York corporation) was an original party to the Agreement. In January 2007, and Pursuant to an Asset Purchase Agreement, EKC sold the Kodak Health Group to Onex Healthcare Holdings, Inc., a subsidiary of Onex Corporation ("Onex"). Onex Healthcare Holdings, Inc. subsequently changed its name to Carestream Health, Inc. ("Carestream Health"). As a result of the sale, Carestream Health succeeded to certain of the rights and liabilities of EKC and its subsidiaries, including the rights and liabilities associated with the Agreement. At or around the same time, Carestream Health (Near East) LTD. was incorporated in the country of Jersey. As a result of the sale, Carestream Health succeeded to the rights and obligations of Kodak, Carestream (Near East) LTD succeeded to the rights and obligations of Kodak (Near East) Inc., under certain controlling executory contracts, including the rights and obligations created by the Agreement. For ease of reference, Kodak and Carestream Health are referred to individually prior to January 2007, and thereafter, collectively as Carestream NE. Carestream NE was incorporated to operate in the Near East market and accept Carestream products for sale and distribution. Carestream NE shares back office services and is supported, on an as needed basis, with personnel and administrative services, by Carestream Health. 2 A copy of the January 1, 2005 Agreement is Exhibit A hereto. 2 4 of 18

5 8. The Agreement provided for immediate termination following uncured, material breaches. 9. With three months written notice, Kodak terminated the parties' relationship effective December 31, Instead of acknowledging its failures or satisfying the obligations it owed under the Agreement, Lindustry commenced suit in Lebanon in 2007 in violation of the Agreement's forum selection clause, which provides that "New York courts shall have exclusive jurisdiction in the event of any disputes between the parties hereunder." (Agreement, 19). 11. As detailed below, Carestream NE vehemently objected to being hailed into the Lebanese courts. The Lebanese trial court in 2009 and the appellate court in 2012 agreed with Carestream NE, finding they lacked jurisdiction to hear the case. Still not satisfied, Lindustry then filed two separate proceedings in the Lebanese Supreme Court seeking an annulment of the appellate court decision. In an inexplicable about face, the highest Lebanese Court has annulled the lower court decisions. 12. At the end of May of 2016, the Executory Bureau of the Baabda District in Lebanon issued an ex parte freeze order, which permitted the seizure by Lindustry of certain of Carestream NE's Lebanese assets (the "Freeze Order"), without rendering a final judgment. 13. Carestream NE urgently seeks this Court's intervention in enforcing the governing terms of the Agreement to prevent Lindustry from benefitting from its own breach of the Agreement. Through this action, Carestream NE seeks, among other things, a declaration that it is not liable to Lindustry, a declaration that the courts of Lebanon lack authority to decide the dispute between these parties, a declaration that Carestream NE is not subject to personal jurisdiction in Lebanon, and an injunction requiring Lindustry to dismiss or otherwise withdraw 3 5 of 18

6 the petitions filed by it in Lebanon and terminate all legal proceedings against Carestream NE outside the State of New York. THE PARTIES 14. Carestream NE is a wholly owned subsidiary of Carestream Health, a Delaware corporation with headquarters located at 150 Verona Street in Rochester, New York. Carestream Health and its subsidiaries are worldwide providers of medical and dental imaging systems and associated products and IT solutions, including X-ray imaging systems for nondestructive testing, and advanced materials for the precision films and electronics markets. Carestream NE was incorporated in Jersey, with its primary address being Sheikh Zayed Road, Dubai, United Arab Emirates. Carestream NE is supplied by product, supplies and personnel by Carestream Health. 15. Lindustry (Offshore) S.A.L., upon information and belief, is a Lebanese offshore company organized under the law of Lebanon with its offices at "Choruifat, Tiro Street, Rassamny, Youness Building, Lebanon" (Agreement, p. 2). Although its contact address is in Lebanon, Lindustry describes itself as "an Iraqi Lebanese joint venture company with offices in Baghdad and Beirut specialized in medical engineering, procurement, management, finance and consultancy services in the medical field...since the beginning, Lindustry are trying to bring state of the art medical technology to the Iraqi market. We have joint venture and agency solo representation for the Iraqi market with the international well-known suppliers..." (emphasis provided).3 3 htto:// (last visited on October 17, 2016). Upon information and belief, as an "offshore" company, Lindustry (Offshore) S.A.L. was prohibited by Lebanese law from conducting any commercial activity in Lebanon, all of its commercial business activities were required to be outside the borders of Lebanon. Indeed, in its petition in the Lebanese Lawsuit, Lindustry stated that it "was established in 2003 as an offshore company that handles the selling and distribution of products outside Lebanon." 4 6 of 18

7 JURISDICTION AND VENUE 16. This Court may exercise jurisdiction over Lindustry pursuant to NY GOL and Carestream NE may maintain this action against Lindustry as this action arises out of and relates to an Agreement for which a choice of New York law has been made and the Agreement at issue, the associated claimed damages are not less than one million dollars, and the Agreement contains a provision whereby Lindustry consented to submit to the jurisdiction of the Courts of this state. Lindustry specifically consented to and agreed that the laws of the State of New York shall govern the parties' relationship under the Agreement, and that New York courts shall have exclusive jurisdiction over disputes between the parties to the Agreement (Agreement, 19) (emphasis supplied). 17. Venue is proper in this county pursuant to CPLR 503(a) because none of the parties reside in New York at the time the action is being commenced, and therefore the Plaintiff may designate any county for purposes of venue. FACTUAL BACKGROUND The Agreement 18. The non-exclusive Agreement between Lindustry and Carestream NE's predecessor in interest provides as follows: (a) (b) Lindustry was appointed as a non-exclusive distributor of Produce (as that term was defined in Schedule A) (Agreement, 1.1). The term commenced on January 1, 2005 and continued for a one year term, until December 31, The Agreement was to continue year to year, unless cancelled with three months written notice (Agreement, 13.1), or if a party failed to remedy a breach on 30 days' notice (Agreement, 13.3), or immediately if there was a material breach that was not remedied (Agreement, ). 4 All capitalized terms herein shall have the same meaning attributed to such terms in the Agreement. 5 7 of 18

8 (c) (d) (e) (f) (g) (h) (i) The Territory of the Agreement was Iraq (Agreement, Background, 112) and the port for receipt of the Product was Baghdad (Agreement, Schedule C). Lindustry's duties under the Agreement were detailed in twenty five separate paragraphs (Agreement, ). In addition to these obligations, Lindustry agreed to indemnify Carestream if any of the Product was sold, or re-exported, outside the Territory (Agreement, 2.11). Lindustry agreed not to sell, act as an agent, or otherwise distribute products that competed, either directly or indirectly, with the Kodak Product in the Territory (Agreement, 5). Lindustry was appointed as a non-exclusive distributor, and it was understood and expressly agreed that Lindustry was an independent party, and not an agent, employee or any type of legal representative of Kodak (Agreement, 6.2). The laws of the State of New York apply to the Agreement, and the New York Courts have exclusive jurisdiction over any disputes (Agreement, 19). The Agreement provides that Kodak "shall not be liable in any manner whatsoever on account of termination of this Agreement" (Agreement, 13.6). In the event the Agreement was terminated, the limitation of liability provisions states that: Such termination shall be without prejudice to any rights or obligations which shall have accrued to either party prior to such termination provided that Kodak shall not be liable in any manner whatsoever on account of termination of this Agreement... [Lindustry] hereby irrevocably confirms that on termination or discontinuation of any class or group of Products Kodak shall under no circumstances be liable for any termination damages, compensation or indemnities on grounds of market development or goodwill, loss on [sic] anticipated profits, and for reasons of any expenditure of whatsoever kind incurred by [Lindustry] by way of equipment or otherwise for the performance of this Agreement or [Lindustry's] loss of distribution rights " (Agreement, 13.6); and Lindustry waived any claim for, among other claims, "profit loss or any other direct or consequential damage. (Agreement, Schedule B, Part 2). (j) The Agreement was assignable by Kodak (Agreement, 14). 19. The Agreement provides that the Product was to be distributed exclusively within the Territory, Iraq, there was no contemplation that any Product would be distributed beyond the Iraqi borders, and there is of course no mention of Lebanon and there was no commercial 6 8 of 18

9 activity in Lebanon under the Agreement. And, in the event of termination, Kodak was not liable to Lindustry for termination damages of any kind. 20. Kodak fully performed all of its obligations under the parties Agreement. 21. Lindustry breached the material terms of the Agreement, and despite notice of such breaches, failed to cure material breaches of its obligation to maintain Products sold to Kimadia, Iraq's State Company for the Provision of Medicines and Medical Appliances. In addition, Lindustry breached the Agreement by failing to inform Carestream NE that it was representing a competitor of Carestream NE, Agfa-Gevaert Corporation. Finally, further breached the Agreement by its failures to meet its maintenance obligations. 22. Kodak properly terminated the parties' relationship by letter dated August 27, Kimadia withheld payment for Kodak Products in the amount of $191,824 due to Lindustry's breach of its duties. 24. Under the Agreement, Lindustry was entitled to payment of commissions only when Carestream NE or its predecessor, Kodak, received payment from a customer in an amount exceeding the standard price that Carestream NE or its predecessor charged Lindustry for the Product. (Agreement, ). 25. Furthermore, Lindustry was entitled to payment of commissions from Carestream NE or its predecessor, Kodak, only if the accounts of Lindustry and its customers were current. (Agreement, 9.6). 26. Because Kimadia has withheld payment from Carestream NE, no commissions are currently due to Lindustry. 7 9 of 18

10 27. The Agreement was properly assigned to Carestream NE, and Carestream NE has standing to enforce its terms. The Lebanese Lawsuit 28. In or about July 2007, Lindustry commenced a lawsuit. Lindustry did not commence suit in New York as required under the Agreement. Instead, Lindustry commenced suit against Kodak and Carestream NE in the Court of First Instance of Baabda in Lebanon. 29. The Lebanese action, styled as Lindustry (Offshore) S.A.L. v. Kodak (Near East), Inc. and Carestream Health (Near East) Ltd. (the "Lebanese Lawsuit"), has meandered its way through the Lebanese court system since its filing in Lindustry alleged in its Petition in the Lebanese Lawsuit that the Agreement was wrongfully terminated and sought damages in the sum of $1,600,000 (relying on the Lebanese Law Decree No.: 34/67 - Commercial Agency) plus an additional amount of $390,087 for alleged unpaid commissions. 31. Upon information and belief, Lebanese Law Decree No.: 34/67 - Commercial Agency, has no application to the Agreement, as it only concerns exclusive distributorships the terms of the Agreement specifically spell out that it was a non-exclusive arrangement. 32. Kodak/Carestream NE sought dismissal of the Lebanese Lawsuit arguing, among other things, that the Lebanese court lacked jurisdiction over each of them and over the enforcement of the Agreement. 5 True and correct copies of Lindustry's Petition and its English translation (certifying the accuracy of the translation) are Exhibits 1 and 2 to the accompanying Affidavits of Laura Hastings-Brownstein, dated August 19, 2016 ("Brownstein Aff.") and Rania Gamal, dated August 11, 2016 ("Gamal Aff.", together with the Brownstein Aff, the "Translator Affs.). A copy Kodak's Answer and its English translation (certifying the accuracy of the translation) are Exhibits 3 and 4 to the Translator Affs. (all of which are incorporated herein by reference) of 18

11 33. The Lebanese Court of First Instance of Baabda in Lebanon issued a decision on May 27, 2009, finding that it lacked jurisdiction based on the terms of the Agreement (issuing a judgment repealing the Court's jurisdiction) Lindustry appealed to the Lebanese Court of Appeal in Jabal Lebanon, Fourth Chamber. Kodak/Carestream NE again vigorously disputed that the Lebanese court had jurisdiction over either of them or the enforcement of the Agreement. By a decision dated February 21, 2012, the Court of Appeal in Jabal Lebanon, Fourth Chamber affirmed the lower Lebanese court's decision, that the court lacked jurisdiction over the defendants (Kodak and Carestream NE) Determined to alter the course, Lindustry appealed to the Court of Civil Cassation, Lebanon's supreme court, seeking an annulment and reversal of the two lower Courts determinations. 36. Upon information and belief, this Court functions as the final review of all lower Court decisions. There is a single Court of Civil Cassation in Lebanon, but there are reportedly nine chambers within the Court of Civil Cassation. The Lebanese Court of Civil Cassation is reportedly restricted to legal interpretation of the applicable law, and not permitted to revise the findings of fact in the case under review. 37. Upon appeal to the Court of Civil Cassation, Fourth Chamber the two earlier Lebanese court decisions were inexplicably annulled in early A copy of the Lebanese May 27, 2009 Decision, and the accompanying English translation (certifying the accuracy of the translation), are Exhibits 5 and 6 to the accompanying Gamal Aff. (which are incorporated herein by reference). 7 A copy of the Lebanese February 21, 2012 Decision, and the accompanying English translation, are Exhibits 7 and 8 to the Gamal Aff of 18

12 38. The Court of Cessation ultimately concluded that a further investigation was needed in a split decision,8 but in January 2015, despite there being no final judgment, assessed damages against Carestream NE, in favor of Lindustry, in the amount of $2.3 million (significantly more than the original amount of damages sought, even if coupled with claimed commissions), suggesting that Lindustry was somehow an agent under the Agreement, despite the terms of the Agreement that specifically reject any agency relationship whatsoever and in complete disregard to the limitation of liability provision of the Agreement. 39. Even though the Agreement concerned a non-exclusive distribution agreement that was performed exclusively in Iraq, the products were only distributed in Iraq (as that was the territorial reach of the Agreement), the Court of Cessation found it had jurisdiction over Carestream NE in Lebanon. The Court of Cessation reached this conclusion despite its own governing law that the jurisdictional reach of the Lebanese courts do not extend beyond Lebanese borders, its laws do not govern foreign activities, the agreement was a non-exclusive distributorship and there was no agency relationship. The Ex Park Asset Freeze and Seizure of Carestream NE's Receivables 40. In recent weeks, and acting ex parte, Lindustry obtained an order from the Executory Bureau of the Baabda District (the "Freeze Order")9 which directed four of Carestream NE's customers (non-parties) to withhold payment of existing accounts receivable and to retain any future payments owing to Carestream NE. Lindustry's has informed Carestream NE customers that any future receivables owed to Carestream NE will be the subject of Lindustry's collection efforts to satisfy the Freeze Order. 8 A copy of the Lebanese January 21, 2015 Decision, and the Dissent, of even date, and the accompanying English translations (certifying the accuracy of the translations), are Exhibits 9, 10, 11 and 12 to the Translator Affs. 9 A copy of the May 23, 2016 Freeze Order, and its English translation, are Exhibits B and C hereto of 18

13 COUNT I (DECLARATORY JUDGMENT) 41. Carestream NE repeats, realleges and reiterates each and every allegation contained in paragraphs 1 through 40 hereof as though set forth fully herein. 42. Pursuant to 28 U.S.C. 2201, this Court "may declare the rights and other legal relations of any interested party seeking such declaration, whether or not further relief is or could be sought." And, Fed. R. Civ. P. 57 provides that the Court "may order a speedy hearing of a declaratory judgment action." 43. There is a real, immediate, substantial, and justiciable controversy between Carestream NE and Lindustry concerning Lindustry's breach of the Agreement, enforcement of the governing terms of the Agreement, including termination, limitation of liability, and the requirement that suit for any dispute between the parties it to be decided under New York law and heard by a New York Court. character. 44. This controversy is amenable to specific relief through a decree of a conclusive 45. A declaratory judgment will not improperly increase friction between sovereign legal systems or encroach on the proper domain of a foreign court because no court has a right to impose judgment where it has failed to provide due process and failed to properly obtain jurisdiction over the parties. 46. Carestream NE is entitled to a judicial declaration, respectfully on an expedited basis as provided in Fed. R. Civ. P. 57, that: a) Lindustry is party to and bound by the governing terms of the Agreement; b) the termination, limitation of liability, New York venue and choice of New York law provisions of the Agreement are each valid and enforceable; c) that Carestream NE is not liable to Lindustry under the Agreement or for termination of the of 18

14 Agreement; d) that Carestream NE is not subject to jurisdiction in Lebanon; and e) that any judgment (final or otherwise) and the Freeze Order issued by the Lebanese Court arising from the Lebanese Lawsuit is non-recognizable and unenforceable for each and every one of the reasons set forth herein. COUNT II (INJUNCTIVE RELIEF) 47. Carestream NE repeats, realleges and reiterates each and every allegation contained in paragraphs 1 through 45 hereof as though set forth fully herein. 48. Carestream NE is suffering, and will continue to suffer, irreparable harm if the Court does not take immediate injunctive action to prevent it, specifically in the form of a deprivation of procedural protections sufficient to ensure fundamental fairness, deprivation of the benefit of the exclusive forum selection clause in the Agreement, deprivation of the protection of New York law as the parties agreed, the unreasonable expense and burden of litigating in a foreign court that lacks jurisdiction over Carestream NE and the dispute, and the possibility of conflicting outcomes under Lebanese and New York law. 49. Carestream NE has demonstrated a likelihood of success on the merits. The governing Agreement is clear and unambiguous, Carestream NE's predecessor properly terminated the Agreement, Lindustry breached the Agreement, and Lindustry was provided written notice of its breaches and it failed to cure. Upon termination, the Agreement limits Carestream NE's liability, and states that any dispute shall be heard by a New York Court and be decided according to New York law. Additionally, Lindustry has no right to payment of commissions under the Agreement. 50. The balance of equities and hardships decidedly favor Carestream NE. Carestream NE is faced with: a) a foreign court disregarding its rights under the Agreement, of 18

15 denying Carestream NE due process of law by hailing it into a foreign jurisdiction and converting a non-exclusive distributorship into an exclusive one, and declaring Lindustry an agent of Kodak, all to take unfair advantage of a sliver of Lebanese law for the unfair (and not bargained for) benefit and advantage of Lindustry; b) its assets have been and will continue to be the subject of unlawful seizure in a foreign nation; c) its customers are being contacted ex parte, Carestream NE's current receivables from its customers are being commandeered by Lindustry and its future receivables from third parties are the subject of imminent seizure; all occurring without any ability to prevent Lindustry's unlawful actions. On the other hand, if Lindustry is enjoined from its unlawful pursuit of a non-final judgment issued by the Lebanese Court, it will suffer no damages: the Lebanese Lawsuit will not progress while this Court determines the rights and obligations that arise under the Agreement, in a New York Court, under New York law, will not cause Lindustry any damage. 51. Once this action is decided, it will render the Lebanese Lawsuit moot both because it will decide the claims asserted in the Lebanese Lawsuit, and because it will establish the Lebanese courts lack the authority to enter any binding decision in the Lebanese Lawsuit. 52. Carestream NE hereby respectfully requests entry of a judgment in its favor and against Lindustry in the form of a temporary restraining order and preliminary injunction enjoining Lindustry from any further prosecution of the Lebanese Lawsuit or any efforts of collections of the non-final judgment or Freeze Order issued by the Lebanese Court. In addition, following a declaration that Carestream NE is not liable to Lindustry and that the courts of Lebanon lack jurisdiction over this dispute and Carestream NE, Carestream NE requests that the Court enter a permanent injunction requiring Lindustry to dismiss the Lebanese of 18

16 Lawsuit, to withdraw any petition it filed against Carestream NE in Lebanon and to refrain from filing any further or future legal action against Carestream NE outside the "New York courts." COUNT III (BREACH OF CONTRACT) 53. Carestream NE repeats, realleges and reiterates each and every allegation contained in paragraphs 1 through 52 hereof as though set forth fully herein. 54. The Agreement is a valid, binding contract between Kodak and Lindustry. 55. The Agreement, pursuant to its terms, was freely assignable by Kodak (Agreement, 14 (NOTE to RR Agreement provides that "Kodak shall be entitled to assign this Agreement to its holding company or to any of its associated or subsidiary companies)). 56. In January 2007, Kodak assigned all of its rights, title and interest in the Agreement to Carestream NE. 57. Lindustry has acknowledged by filing the Lebanese Lawsuit that the aforementioned assignment from Kodak to Carestream NE was valid and binding upon Lindustry. 58. At all relevant times, Kodak and/or Carestream NE performed the material terms, conditions and obligations under the Agreement. 59. Lindustry has breached its obligations under the express terms of the Agreement by, among other things: (i) manufacturing, selling or distributing Products that were the same or similar to or competitive with the Products covered by the Agreement in the governing Territory; and (ii) failing to provide the Product maintenance pursuant to the terms of the Agreement. 60. As a result of these breaches, Carestream NE has suffered damages of 18

17 WHEREFORE, Carestream NE hereby respectfully request entry of a judgment in its favor and against Lindustry, as follows: a. Declaring that the Agreement is binding upon Lindustry and Carestream NE; b. Declaring that the Agreement terms concerning termination, limitation of liability, choice of venue and choice of law are valid and enforceable; c. Declaring that any dispute arising under the Agreement must be resolved in a New York Court; d. Declaring that the Lebanese Court lacks jurisdiction over Carestream NE, and as such, any judgments or orders flowing from the Lebanese Lawsuit have no force or effect and are invalid; e. Issuing a temporary restraining order and preliminary injunction preventing Lindustry from any collection efforts arising from the Lebanese Lawsuit in any country; f. Awarding Compensatory Damages and interest; f. Awarding Attorney's Fees, Expenses and Costs of Suit; g. Awarding any and all such other relief as the Court determines to be just and proper of 18

18 .Dated: New York, New York October 17, PSO INE LLP By: Rebecca Brazzano Russell Rogers (pro hac forthcoming) 335 Madison Ave. 12th Floor New York, NY (212) Telephone (212) Facsimile Rebecca.Brazzano@ThompsonHine. corn Russell Rogers (pro hac forthcoming) Two Alliance Center 3560 Lenox Road NE Suite 1600 Atlanta, Georgia (404) Russell.Rogers@ThompsonHine.corn Counsel for Carestream Health (Near East) Ltd. DN: of 18