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EASTMAN KODAK CO

FORM 10-K

(Annual Report)

Filed 02/29/12 for the Period Ending 12/31/11

Address 343 STATE ST

ROCHESTER, NY 14650-0910

Telephone 7167244000

CIK 0000031235

Symbol EKDKQ

SIC Code 3861 - Photographic Equipment and Supplies

Industry Printing Services

Sector Services

Fiscal Year 12/31

http://www.edgar-online.com

Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Page 1
EASTMAN KODAK CO FORM 10-K (Annual Report) Filed 02/29/12 for the Period Ending 12/31/11 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 343 STATE ST ROCHESTER, NY 14650-0910 7167244000 0000031235 EKDKQ 3861 - Photographic Equipment and Supplies Printing Services Services 12/31 ...

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... Commission File Number 1-87 EASTMAN KODAK COMPANY (Exact name of registrant as specified in its charter) NEW JERSEY (State of incorporation) 343 STATE STREET, ROCHESTER, NEW YORK (Address of principal executive offices) Registrant's telephone number, including area code: _____ Securities registered...

Page 3
... check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day...

Page 4
... Consolidated Statement of Financial Position Consolidated Statement of Equity (Deficit) Consolidated Statement of Cash Flows Notes to Financial Statements Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part III...

Page 5
... in Rochester, New York. CHAPTER 11 FILING On January 19, 2012 (the "Petition Date"), Eastman Kodak Company and its U.S. subsidiaries (together with the Company, the "Debtors") filed voluntary petitions for relief (the "Bankruptcy Filing") under chapter 11 of the United States Bankruptcy Code (the...

Page 6
... the Notes to Financial Statements. 2012 Reportable Segments For 2012, the Company will report financial information for two reportable segments; Commercial Group and Consumer Group. The Commercial Group will be comprised of the following: Graphics, Entertainment & Commercial Film Business, Digital...

Page 7
..., open new revenue opportunities, and improve return on marketing investment. To this end, the Company has developed a wide-ranging portfolio of digital products - workflow, equipment, media, and services - that combine to create a value-added complete solution to customers. GCG's strategy is...

Page 8
... of Kodak's four digital growth initiatives. Net sales of Business Services and Solutions accounted for 10%, 8%, and 8% of total consolidated revenue for the years ended December 31, 2011, 2010, and 2009, respectively. Marketing and Competition: Around the world, GCG products and services are sold...

Page 9
...Entertainment Imaging business, one in which the Company continues to be widely recognized as a market leader. Price competition is a bigger factor in this segment of the motion picture market, but the Company continues to maintain leading share position. As the industry continues to move to digital...

Page 10
... Entertainment Group All Other Impact of exclusion of certain components of pension and OPEB expenses Total $ $ For the Year Ended December 31, 2011 2010 2009 134 $ 176 $ 147 159 11 20 2 (18) (39) 274 $ 318 $ 166 173 33 6 (27) 351 Research and development is headquartered in Rochester, New York...

Page 11
... Company's website at www.Kodak.com. To reach the SEC filings, follow the links to Investor Center, and then SEC Filings. The Company also makes available its annual report to shareholders and proxy statement free of charge through its website. Additionally, the Company provides information related...

Page 12
...financial position and liquidity could be negatively impacted. Additionally, if restructuring plans are not effectively managed, we may experience lost customer sales, product delays and other unanticipated effects, causing harm to the Company's business and customer relationships. The business plan...

Page 13
... revenue related to these patents. The Company's failure to develop and properly manage new intellectual property could adversely affect the Company's market positions and business opportunities. We have made substantial investments in new, proprietary technologies and have filed patent applications...

Page 14
.... If the Company's products, services and pricing are not sufficiently competitive with current and future competitors, we could also lose market share, adversely affecting the Company's revenue and gross margins. If the Company's commercialization and manufacturing processes fail to prevent product...

Page 15
... profitability and financial position. The competitive environment in which we operate may require us to provide financing to the Company's customers in order to win a contract. Customer financing arrangements may include all or a portion of the purchase price for the Company's products and services...

Page 16
... third party resellers and distributors and direct and indirect sales to both enterprise accounts and customers. Successfully managing the interaction of direct and indirect channels to various potential customer segments for the Company's products and services is a complex process. Moreover...

Page 17
... cash flows of the Company's reporting units decline, silver prices increase significantly, or if reporting unit carrying values change materially compared with changes in respective fair values. In the event of a sale of the Company's digital imaging patent portfolios, licensing revenue related...

Page 18
.... Entertainment Imaging has business operations in Hollywood, California and Rochester, New York. Properties within a country may be shared by all segments operating within that country. Regional distribution centers are located in various places within and outside of the United States. The Company...

Page 19
.... On January 14, 2010 the Company filed two suits against Apple Inc. in the Federal District Court in the Western District of New York (Eastman Kodak Company v. Apple Inc.) claiming infringement of patents related to digital cameras and certain computer processes. The Company is seeking unspecified...

Page 20
... District Court in the Western District of New York (Eastman Kodak Company v. Apple Inc.) claiming infringement of patents related to digital imaging technology. The Company is seeking unspecified damages and other relief. On January 10, 2012 the Company filed a lawsuit against HTC in the Federal...

Page 21
...unnumbered item in Part I of this report in lieu of being included in the Proxy Statement for the Annual Meeting of Shareholders. Date First Elected an to Executive Present Officer Office 2005 2010 2007 2007 2003 2006 2009 2012 2008 2007 2010 2010 2011 2005 2012 2009 2012 2010 Name Philip J. Faraci...

Page 22
..., Eastman Kodak Company, effective November 5, 2010. Ms. McCorvey is responsible for worldwide financial operations, including Corporate Financial Planning and Analysis, Treasury, Audit, Controllership, Tax, Investor Relations, Aviation, Corporate Business Development, Worldwide Information Systems...

Page 23
... Research and Policy. Prior to joining Kodak, Mr. Samuels had a 14-year career in public accounting during which he served as a senior manager at KPMG LLP's Department of Professional Practice (National Office) in New York City. Prior to joining KPMG in 1996, he worked in Ernst & Young's New York...

Page 24
... Media R&D from 2005 to 2007. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Until January 19, 2012, the Company's common stock traded on the New York Stock Exchange (NYSE) under the symbol "EK". Effective January 19, 2012...

Page 25
... effective immediately. Consequently, there were no dividends paid during 2009, 2010, or 2011. Dividends may be restricted under the Company's debt agreements. Refer to Note 9, "Short-Term Borrowings and Long-Term Debt," in the Notes to Financial Statements. PERFORMANCE GRAPH - SHAREHOLDER RETURN...

Page 26
... and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the results of operations and financial condition of Kodak for the three years ended December 31, 2011, 2010 and 2009. All references to Notes relate to Notes to the Financial Statements...

Page 27
... resulted from competitive pricing pressures and participation choices made by the Company in digital cameras within CDG. In February 2012 the Company announced plans to phase out its dedicated capture devices business, including digital cameras, pocket video cameras, and digital picture frames in...

Page 28
... segment has two reporting units: the Business Services and Solutions Group ("BSSG") reporting unit and the Commercial Printing reporting unit (consisting of the Prepress Solutions and Digital Printing Solutions strategic product groups). The Commercial Printing reporting unit consists of components...

Page 29
... future if market or interest rate environments deteriorate, expected future cash flows decrease or if reporting unit carrying values change materially compared with changes in respective fair values. In the case of a sale of the Company's digital imaging patent portfolios, licensing revenue related...

Page 30
... plans on high quality corporate bond yields in the respective countries as of the measurement date. Specifically, for its U.S. and Canadian plans, the Company determines a discount rate using a cash flow model to incorporate the expected timing of benefit payments and an AA-rated corporate...

Page 31
... plans to phase out its dedicated capture devices business, including digital cameras, pocket video cameras, and digital picture frames in the first half of 2012. Consumer Inkjet Systems includes consumer inkjet printers and related ink and media consumables. Retail Systems Solutions includes kiosks...

Page 32
... and media, related services, and packaging solutions. Digital Printing Solutions includes high-speed, high-volume commercial inkjet, and color and black-and-white electrophotographic printing equipment and related consumables and services. Business Services and Solutions includes workflow software...

Page 33
... OF OPERATIONS Net Sales from Continuing Operations by Reportable Segment and All Other (1) For the Year Ended December 31, Foreign Currency Impact 2010 Change (in millions) Consumer Digital Imaging Group Inside the U.S. Outside the U.S. Total Consumer Digital Imaging Group Graphic Communications...

Page 34
...), Net and Income Taxes by Reportable Segment and All Other (in millions) Consumer Digital Imaging Group Graphic Communications Group Film, Photofinishing and Entertainment Group All Other Total Restructuring costs, rationalization and other Corporate components of pension and OPEB (expense) income...

Page 35
... Year Ended December 31, Change vs. 2010 -16% -12pp Change vs. 2010 Foreign Exchange 2% 1pp Manufacturing and Other Costs n/a -3pp 2011 Amount Total net sales Gross profit margin $ 6,022 15% Volume -5% n/a Price/Mix -13% -10pp For the Year Ended December 31, Change vs. 2009 -6% Change vs. 2009...

Page 36
Gross profit margin 27% 4pp n/a 1pp 0pp 3pp 34

Page 37
... its digital imaging patent portfolios. As this process proceeds, the Company will continue to pursue its patent licensing program as well as all litigation related to its digital imaging patents. Gross Profit The decrease in gross profit margin from 2010 to 2011 was driven by unfavorable price/mix...

Page 38
...'s outstanding debt, resulting from the issuance of new debt in the third quarter of 2009, the first quarter of 2010 and the first quarter of 2011. Loss on Early Extinguishment of Debt, Net On March 5, 2010, the Company issued $500 million of aggregate principal amount of 9.75% senior secured notes...

Page 39
... of the 2004 acquisition of NexPress Solutions LLC called for additional consideration to be paid by the Company if sales of certain products exceeded a stated minimum number of units sold during a five-year period following the close of the transaction. In May 2009, the earn-out period lapsed with...

Page 40
...the accompanying Consolidated Statement of Operations for the year ended December 31, 2009. CONSUMER DIGITAL IMAGING GROUP (dollars in millions) 2011 Total net sales Cost of sales Gross profit Selling, general and administrative expenses Research and development costs (Loss) earnings from continuing...

Page 41
... Costs n/a 6pp 2010 Amount Total net sales Gross profit margin $ 2,731 37% Volume -1% n/a Price/Mix As announced on February 9, 2012, the Company plans to phase out its dedicated capture devices business, including digital cameras, pocket video cameras, and digital picture frames in the first...

Page 42
... Year Ended December 31, Change vs. 2010 2% -5pp Change vs. 2010 Foreign Exchange -3% -1pp 3% 0pp Manufacturing and Other Costs n/a -4pp 2011 Amount Total net sales Gross profit margin $ 2,736 19% Volume 2% n/a Price/Mix For the Year Ended December 31, Change vs. 2009 -2% 1pp Change vs. 2009...

Page 43
... Digital Printing Solutions ; and Workflow and Services, within Business Services and Solutions. Revenue grew a combined 4% for these businesses from 2010 to 2011, contributing approximately 1% to GCG's overall sales growth year over year. Gross Profit The decrease in gross profit margin from 2010...

Page 44
...Film Capture (-3%) were primarily driven by secular declines in the industry. The volume declines for Entertainment Imaging (-7%) were also largely attributable to secular declines, including the effects of digital substitution. Gross Profit The decrease in FPEG gross profit margin from 2010 to 2011...

Page 45
... in investing activities Cash flows from financing activities: Net cash provided by (used in) financing activities Effect of exchange rate changes on cash Net decrease in cash and cash equivalents $ For the Year Ended December 31, 2011 2010 $ (988) $ (10) (998) (219) $ (219) Change (769) (10) (779...

Page 46
... licensing opportunities related to that patent portfolio. Additionally, if liquidity needs require, the Company could slow its rate of investment in its digital growth initiatives and/or pursue the sale of certain of its cash generating businesses that have leading market positions in large markets...

Page 47
... place within 120 days after the closing of the related equity offering and not less than 65% of the original aggregate principal remains outstanding immediately thereafter. Upon the occurrence of a change of control, each holder of the 2019 Senior Secured Notes has the right to require the Company...

Page 48
... Note Holders and 2018 Senior Secured Note Holders) which was reflected in the Final DIP Order. The Company agreed, among other things, to provide all Second Lien Note Holders with a portion of the proceeds received from certain sales and settlements in respect of the Company's digital imaging...

Page 49
... conditions if the advances have been converted to a Eurodollar rate. Advances under the Second Amended Credit Agreement are available based on the Borrowers' respective borrowing base from time to time. The borrowing base is calculated based on designated percentages of eligible accounts receivable...

Page 50
... that remain outstanding) and terminated all commitments under the Second Amended and Restated Credit Agreement (the "Prior Credit Agreement"), dated as of April 26, 2011. In addition, the Company obtained the release of the liens granted to the agents for the benefit of the secured parties in...

Page 51
...status of the KPP as it fluctuates over the term of the agreement. A funding valuation and funding plan is required to be submitted to and approved by the United Kingdom Pension Regulator every three years. The 2010 valuation is currently ongoing. (5) In addition to the pension contributions related...

Page 52
... the plan, particularly the discount rate and expected rate of return on plan assets. The funded status of the Plan (calculated in accordance with U.S. GAAP) is included in Pension and other postretirement liabilities presented in the Consolidated Statement of Financial Position. The Company issues...

Page 53
... include statements concerning the Company's plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, financing needs, plans or business trends, and other information that is not historical information. When used in this report on Form 10...

Page 54
... under the heading "Risk Factors" in this annual report on Form 10-K for the year end December 31, 2011, and under the headings "Business" (Item 1 of Part 1), "Risk Factors" (Item 1A of Part 1), "Management's Discussion and Analysis of Financial Conditions and Results of Operations Liquidity...

Page 55
... financial position of Eastman Kodak Company and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States...

Page 56
Eastman Kodak Company CONSOLIDATED STATEMENT OF OPERATIONS For the Year Ended December 31, (in millions, except per share data) Net sales Products Services Licensing & royalties Total net sales Cost of sales Products Services Total cost of sales Gross profit Selling, general and administrative ...

Page 57
...outstanding as of December 31, 2011 and 2010 Additional paid in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost; 119,912,877 shares as of December 31, 2011 and 122,393,782 shares as of December 31, 2010 Total Eastman Kodak Company shareholders' (deficit) equity...

Page 58
Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Paid In Retained Comprehensive Treasury Capital Earnings (Loss) Income Stock $ 901 $ 5,903 $ (210) (749) $ (6,048) $ - ...

Page 59
Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) Cont'd. (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Paid In Retained Comprehensive Treasury Capital Earnings (Loss) Income Stock $ 1,093 $ 5,676 $ (687) (1,760) $ (6,...

Page 60
Eastman Kodak Company CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) Cont'd. (in millions, except share and per share data) Eastman Kodak Company Shareholders Accumulated Additional Other Paid In Retained Comprehensive Treasury Capital Earnings (Loss) Income Stock $ 1,105 $ 4,969 $ (764) (2,135) $ (5,...

Page 61
...Marketable securities - sales Marketable securities - purchases Net cash used in investing activities Cash flows from financing activities: Proceeds from borrowings Repayment of borrowings Debt issuance costs Net cash provided by (used in) financing activities Effect of exchange rate changes on cash...

Page 62
Eastman Kodak Company CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) SUPPLEMENTAL CASH FLOW INFORMATION (in millions) For the Year Ended December 31, 2011 2010 2009 Cash paid for interest and income taxes was: Interest, net of portion capitalized of $1, $1 and $2 Income taxes (1) The following non...

Page 63
...Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") case number 12-10202. The Company's foreign subsidiaries (collectively, the "Non-Filing Entities") were not part of the Bankruptcy Filing. The Debtors will continue to operate their businesses...

Page 64
... Credit Agreement"). In the event the Company does not secure approval of the reorganization plan, the outstanding principal and interest could become immediately due and payable. Going Concern The Company incurred a net loss for the years ended 2009, 2010 and, 2011 and had a shareholders' deficit...

Page 65
... derivative instruments. The Company places its cash and cash equivalents with high-quality financial institutions and limits the amount of credit exposure to any one institution. With respect to receivables, such receivables arise from sales to numerous customers in a variety of industries, markets...

Page 66
... derivatives are designated and accounted for as hedges. The Company does not use derivatives for trading or other speculative purposes. See Note 13, "Financial Instruments." CASH EQUIVALENTS All highly liquid investments with a remaining maturity of three months or less at date of purchase are...

Page 67
... is reasonably assured. Software maintenance and support revenue is recognized ratably over the term of the related maintenance contract. Revenue from services includes extended warranty, customer support and maintenance agreements, consulting, business process services, training and education...

Page 68
... under the contract. The Company may offer customer financing to assist customers in their acquisition of Kodak's products. At the time a financing transaction is consummated, which qualifies as a sales-type lease, the Company records equipment revenue equal to the total lease receivable net of...

Page 69
...weighted-average number of shares of common stock outstanding during the year. As a result of the net loss from continuing operations presented for the years ended December 31, 2011, 2010, and 2009, the Company calculated diluted earnings per share using weighted-average basic shares outstanding for...

Page 70
.... The changes to the ASC as a result of this update were effective for annual and interim reporting periods beginning after December 15, 2010 (January 1, 2011 for the Company). The adoption of this guidance did not impact the Company's Consolidated Financial Statements. In October 2009, the...

Page 71
... effective prospectively for interim and annual periods beginning after December 15, 2011 (January 1, 2012 for the Company). The adoption of this guidance will not have a significant impact on the Company's Consolidated Financial Statements. NOTE 3: RECEIVABLES, NET (in millions) Trade receivables...

Page 72
...NET (in millions) As of December 31, 2011 2010 $ 379 123 105 607 $ 471 154 121 746 Finished goods Work in process Raw materials Total $ $ NOTE 5: PROPERTY, PLANT AND EQUIPMENT, NET (in millions) Land Buildings and building improvements Machinery and equipment Construction in progress Accumulated...

Page 73
...as of December 31, 2011 and 2010, respectively. The changes in the carrying amount of goodwill by reportable segment for 2011 and 2010 were as follows: (in millions) Consumer Digital Imaging Group Balance as of December 31, 2009: Goodwill Accumulated impairment losses Impairment Currency translation...

Page 74
..., $60 million, and $73 million for the years ended December 31, 2011, 2010, and 2009, respectively. Estimated future amortization expense related to purchased intangible assets as of December 31, 2011 was as follows (in millions): 2012 2013 2014 2015 2016 2017 + Total $ 27 14 11 10 10 15 87 $ NOTE...

Page 75
... Effective Interest Rate 2011 WeightedAverage Effective Interest Rate 2010 Country U.S. Germany Brazil U.S. U.S. U.S. U.S. U.S. U.S. U.S. Type Term note Term note Term note Term note Revolver Convertible Secured term note Term note Secured term note Term note Maturity 2011-2013 2011-2013 2012...

Page 76
... place within 120 days after the closing of the related equity offering and not less than 65% of the original aggregate principal remains outstanding immediately thereafter. Upon the occurrence of a change of control, each holder of the 2019 Senior Secured Notes has the right to require the Company...

Page 77
... place within 120 days after the closing of the related equity offering and not less than 65% of the original aggregate principal remains outstanding immediately thereafter. Upon the occurrence of a change of control, each holder of the 2018 Senior Secured Notes has the right to require the Company...

Page 78
... the 2017 Convertible Notes in whole or in part for cash at any time on or after October 1, 2014 and before October 1, 2016 if the closing sale price of the common stock for at least 20 of the 30 consecutive trading days ending within three trading days prior to the date the Company provides notice...

Page 79
..., the Company completed the offering and sale of $500 million aggregate principal amount of Senior Notes due 2013 (the "2013 Notes"), which was made pursuant to the Company's shelf registration statement on Form S-3 effective September 19, 2003. Interest on the 2013 Notes will accrue at the rate of...

Page 80
... outstanding letters of credit. The Bankruptcy Filing constituted an event of default with the Second Amended and Restated Credit Agreement. The creditors are, however, stayed from taking any action as a result of the default under Section 362 of the Bankruptcy Code. On January 20, 2012, the Company...

Page 81
...the "Prior Credit Agreement"), dated as of April 26, 2011. In addition, the Company obtained the release of the liens granted to the agents for the benefit of the secured parties in connection with the Prior Credit Agreement. NOTE 10: OTHER LONG-TERM LIABILITIES (in millions) Non-current tax-related...

Page 82
... Consolidated Statement of Financial Position. The Company is currently implementing a Corrective Action Program required by the Resource Conservation and Recovery Act ("RCRA") at Eastman Business Park (formerly known as Kodak Park) in Rochester, NY. The Company is currently in the process of...

Page 83
... Consolidated Statement of Financial Position. The Company's asset retirement obligations primarily relate to asbestos contained in buildings that the Company owns. In many of the countries in which the Company operates, environmental regulations exist that require the Company to handle and...

Page 84
...The customer financing agreements and related guarantees, which mature between 2012 and 2016, typically have a term of 90 days for product and short-term equipment financing arrangements, and up to five years for long-term equipment financing arrangements. These guarantees would require payment from...

Page 85
... at the point of sale for a given product based on historical failure rates and related costs to repair. The change in the Company's accrued warranty obligations balance, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows...

Page 86
.... NOTE 13: FINANCIAL INSTRUMENTS The following table presents the carrying amounts, estimated fair values, and location in the Consolidated Statement of Financial Position for the Company's financial instruments: Assets (in millions) Balance Sheet Location Marketable securities: Available-for-sale...

Page 87
... the year 2011. Fair values of long-term borrowings are determined by reference to quoted market prices, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates. The carrying values of cash and cash equivalents, trade receivables, and...

Page 88
... Statement of Operations are shown in the following tables: Derivatives in Cash Flow Hedging Relationships (in millions) Commodity contracts Foreign exchange contracts Gain (Loss) Reclassified from Accumulated OCI Into Cost of Sales (Effective Portion) For the Year Ended December 31, 2011 2010 2009...

Page 89
..., 2011 2010 2009 8 $ 4 (80) 1 (67) $ 626 $ (8) 1 619 $ 8 (100) 4 (88) $ (1) Refer to Note 6 "Goodwill and Other Intangible Assets," in the Notes to Financial Statements. (2) On March 31, 2011, the Company sold patents and patent applications related to CMOS image sensors to OmniVision Technologies...

Page 90
... provision (benefit) Income taxes outside the U.S.: Current provision Deferred provision (benefit) State and other income taxes: Current benefit Deferred provision Total provision $ $ (760) $ 2 (758) $ (487) $ (74) (561) $ (410) 293 (117) For the Year Ended December 31, 2011 2010 2009 $ (378...

Page 91
... Statement of Financial Position: (in millions) Deferred income taxes (current) Other long-term assets Accrued income taxes Other long-term liabilities Net deferred tax assets $ As of December 31, 2011 2010 58 $ 452 (3) (7) 500 $ 120 695 (7) (8) 800 $ As of December 31, 2011, the Company...

Page 92
... follows: (in millions) 2011 Balance as of January 1 Tax positions related to the current year: Additions Tax positions related to prior years: Additions Reductions Lapses in statutes of limitations Balance as of December 31 $ 245 12 2 (183) 76 $ $ 2010 256 1 (11) (1) 245 $ $ 2009 296 10 8 (58) 256...

Page 93
... on earnings. During 2011, the Company agreed to terms with the U.S. Internal Revenue Service and settled the federal audits for calendar years 2001 through 2005. For these years, the Company originally recorded federal and related state liabilities for uncertain tax positions ("UTPs") totaling $115...

Page 94
...Consolidated Statement of Financial Position. Severance reserve activity includes charges of $101 million, and net curtailment and settlement losses related to these actions of $4 million. During the year ended December 31, 2011, the Company made cash payments of approximately $71 million related to...

Page 95
...-term assets in the Consolidated Statement of Financial Position, offset by $1 million of foreign currency translation adjustments. The Company expects to utilize the majority of the December 31, 2011 accrual balance in 2012. (10) 2009 Activity On December 17, 2008, the Company committed to a plan...

Page 96
..., and various types of interest rate, foreign currency, debt, and equity market financial instruments. In March 1999, the Company amended the KRIP to include a separate cash balance formula for all U.S. employees hired after February 1999. All U.S. employees hired prior to that date were granted the...

Page 97
.... Amounts recognized in the Consolidated Statement of Financial Position for all major funded and unfunded U.S. and Non-U.S. defined benefit plans were as follows: As of December 31, (in millions) U.S. Other long-term assets Other current liabilities Pension and other postretirement liabilities Net...

Page 98
... and Non-U.S. defined benefit plans consisted of: As of December 31, (in millions) U.S. Prior service cost Net actuarial loss Total $ $ 6 2,135 2,141 $ $ 2011 Non-U.S. 26 1,663 1,689 $ $ U.S. 7 1,790 1,797 $ $ 2010 Non-U.S. 38 1,423 1,461 Changes in plan assets and benefit obligations recognized in...

Page 99
...and Non-U.S. defined benefit plans were as follows: For the Year Ended December 31, 2010 U.S. Non-U.S. 5.75% 3.88% 8.73% 5.17% 3.87% 7.76% 2011 U.S. Discount rate Salary increase rate Expected long-term rate of return on plan assets 5.24% 3.80% 8.09% Non-U.S. 4.95% 3.89% 7.79% 2009 U.S. 6.76% 3.99...

Page 100
... investment strategy underlying the asset allocation for the pension assets is to achieve an optimal return on assets with an acceptable level of risk while providing for the long-term liabilities, and maintaining sufficient liquidity to pay current benefits and other cash obligations of the plans...

Page 101
... major non-U.S. defined benefit pension plans, by asset category are as follows: As of December 31, 2010 2011 Target 16% 46% 3% 4% 31% 100% 19% 43% 3% 7% 28% 100% 12%-19% 44%-52% 0%-9% 0%-6% 27%-37% Asset Category Equity securities Debt securities Real estate Cash Other Total 2011 The Other asset...

Page 102
Major U.S. Plans December 31, 2011 Quoted Prices in Active Markets for Identical Assets (Level 1) $ 270 11 281 $ (in millions) Cash and cash equivalents Equity Securities Debt Securities: Government Bonds Inflation-Linked Bonds Investment Grade Bonds Global High Yield & Emerging Market Debt Other: ...

Page 103
Major U.S. Plans December 31, 2010 Quoted Prices in Active Markets for Identical Assets (Level 1) $ 436 7 443 $ (in millions) Cash and cash equivalents Equity Securities Debt Securities: Government Bonds Inflation-Linked Bonds Investment Grade Bonds Global High Yield & Emerging Market Debt Other: ...

Page 104
... Plans December 31, 2011 Quoted Prices in Active Markets for Identical Assets (Level 1) $ 58 58 $ (in millions) Cash and cash equivalents Equity securities Debt securities: Government Bonds Inflation-Linked Bonds Investment Grade Bonds Global High Yield & Emerging Market Debt Other: Absolute Return...

Page 105
... equity long-short strategies. Cash and cash equivalents are valued utilizing cost approach valuation techniques. Equity securities and debt securities are valued using a market approach based on the closing price on the last business day of the year (if the securities are traded on an active market...

Page 106
... of level 3 assets of the Company's major U.S. defined benefit pension plans (in millions): U.S. Balance at January 1, 2011 Equity Securities Inflations-Linked Bonds Private Equity Real Estate Total $ 19 221 1,063 240 1,543 Net Realized and Unrealized Gains/(Losses) $ Net Transfer Into/(Out of...

Page 107
... to pay the full cost of their benefits under the plan. The Company's subsidiaries in the United Kingdom and Canada offer similar postretirement benefits. On November 30, 2010, the Company adopted and announced certain changes to its U.S. postretirement benefit plans effective January 1, 2011...

Page 108
... Amounts recognized in the Consolidated Statement of Financial Position for the Company's U.S., United Kingdom, and Canada plans consisted of: (in millions) Other current liabilities Pension and other postretirement liabilities $ $ As of December 31, 2011 2010 (123) $ (1,185) (1,308) $ (133) (1,253...

Page 109
... cost Interest cost Amortization of: Prior service credit Actuarial loss Other postretirement benefit cost before curtailments Curtailment losses Net other postretirement benefit cost from continuing o perations $ For the Year Ended December 31, 2011 2010 2009 2 64 $ 1 72 $ 1 92 (71) 22 44 1 45...

Page 110
... Benefits," regarding the pension and other postretirement plan obligation activity. NOTE 21: STOCK OPTION AND COMPENSATION PLANS The Company recognized stock-based compensation expense in the amount of $20 million, $21 million and $20 million for the years ended December 31, 2011, 2010 and 2009...

Page 111
... in the market price of the Company's stock from the grant date to the exercise date. As of December 31, 2011, 10,000 freestanding SARs were outstanding under the 2005 Plan at an option price of $7.50. Compensation expense recognized for the years ended December 31, 2011, 2010, and 2009 on those...

Page 112
... during 2009, 2010, or 2011. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company's stock, management...

Page 113
... the licensing activities related to the Company's intellectual property in digital imaging products. As announced on February 9, 2012, the Company plans to phase out its dedicated capture devices business, including digital cameras, pocket video cameras, and digital picture frames in the first...

Page 114
... 2012, the Company will report financial information for two reportable segments; Commercial Group and Consumer Group. The Commercial Group will be comprised of the following: Graphics, Entertainment & Commercial Film Business, Digital and Functional Printing, and Enterprise Services and Solutions...

Page 115
Segment financial information is shown below. For the Year Ended December 31, 2011 2010 2009 $ 1,739 2,736 1,547 6,022 $ 2,731 2,674 1,762 7,167 $ 2,626 2,718 2,262 3 7,609 (in millions) Net sales from continuing operations: Consumer Digital Imaging Group Graphic Communications Group Film, ...

Page 116
... Entertainment Group All Other Consolidated total Net sales to external customers attributed to (1): The United States Europe, Middle East and Africa Asia Pacific Canada and Latin America Foreign countries total Consolidated total For the Year Ended December 31, 2011 2010 2009 $ $ 41 41 $ $ 58 2 60...

Page 117
... operations (9) Net loss attributable to Eastman Kodak Company Basic and diluted net (loss) earnings per share attributable to Eastman Kodak Company common shareholders (10) Continuing operations Discontinued operations Total 2010 Net sales from continuing operations Gross profit from continuing...

Page 118
... ended December 31, 2011, the Company recorded a reduction of expense of approximately $43 million related to changes in estimates with respect to certain of its employee benefit and compensation accruals. These changes in estimates positively impacted results for the quarter by $.16 per share. 116

Page 119
... comon share Common shares outstanding at year end Shareholders at year end Statement of Financial Position Data Working capital Property, plant and equipment, net Total assets Short-term borrowings and current portion of long-term debt Long-term debt, net of current portion Supplemental Information...

Page 120
... Amounts for 2007 have not been adjusted to remove wages, salaries and employee benefits associated with the Health Group. (8) Includes revenues from non-recurring intellectual property licensing agreements of $82 million in 2011, $838 million in 2010, $435 million in 2009, $227 million in 2008, and...

Page 121
... period covered by this Annual Report on Form 10-K, the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Management's Report on Internal Control Over Financial Reporting The management of the Company is responsible for...

Page 122
... COMPENSATION The information required by Item 11 will be provided to this Form 10-K when finalized. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS "Stock Options and SARs Outstanding under Shareholder and Non-Shareholder Approved Plans" is...

Page 123
... of the date of grant. Awards issued in the form of shares of common stock or restricted shares of common stock were subject to such terms, conditions and restrictions as the Compensation Committee deemed appropriate. The Kodak Stock Option Plan, an "all employee stock option plan" which the Company...

Page 124
... of financial position Consolidated statement of equity (deficit) Consolidated statement of cash flows Notes to financial statements 2. Financial statement schedule: II - Valuation and qualifying accounts All other schedules have been omitted because they are not applicable or the information...

Page 125
..., thereunto duly authorized. EASTMAN KODAK COMPANY (Registrant) By: /s/ Antonio M. Perez Antonio M. Perez Chairman & Chief Executive Officer February 29, 2012 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of...

Page 126
By: /s/ Delano E. Lewis Delano E. Lewis Director Director Director Director By: /s/ William G. Parrett William G. Parrett By: /s/ Joel Seligman Joel Seligman By: /s/ Dennis F. Strigl Dennis F. Strigl Date: February 29, 2012 124

Page 127
... Accounts Balance at Beginning Of Period Charges to Earnings and Equity Amounts Written Off Balance at End of Period (in millions) Year ended December 31, 2011 Deducted in the Statement of Financial Position: From Current Receivables: Reserve for doubtful accounts Reserve for loss on returns...

Page 128
... Kodak Company Current Report on Form 8-K for the date October 10, 2003 as filed on October 10, 2003, Exhibit 4.) Secured Credit Agreement, dated as of October 18, 2005, among Eastman Kodak Company and Kodak Graphic Communications Canada Company, the banks named therein, Citigroup Global Markets...

Page 129
... the Eastman Kodak Company Current Report on Form 8-K for the date September 17, 2009, as filed on September 18, 2009, Exhibit 10.1.) Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of February 10, 2010, among Eastman Kodak Company, Kodak Canada Inc., the lenders party thereto...

Page 130
...and The Bank of New York Mellon, as trustee. (Incorporated by reference to the Eastman Kodak Company Current Report on Form 8-K for the date March 5, 2010, as filed on March 10, 2010, Exhibit 4.1.) Security Agreement, dated as of March 5, 2010, by and among the Company, the Subsidiary Guarantors and...

Page 131
... by reference to the Eastman Kodak Company Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Exhibit 10.2.) Eastman Kodak Company Non-Employee Director Annual Compensation Program. The equity portion of the retainer became effective December 11, 2007; the cash portion of the...

Page 132
... 10.) Form of Administrative Guide for Annual Officer Stock Options Grant under the 2005 Omnibus Long-Term Compensation Plan. (Incorporated by reference to the Eastman Kodak Company Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005, Exhibit 10.) Form of Award Notice for...

Page 133
...The Company pays the cost of this insurance. Income is imputed to participants. (Incorporated by reference to the Eastman Kodak Company Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Exhibit 10.) Offer of employment for Pradeep Jotwani dated September 24, 2010. (Incorporated...

Page 134
... Proxy Statement, Exhibit II.) Eastman Kodak Company Executive Protection Plan, as amended December 21, 2010, effective December 23, 2010. Eastman Kodak Company Estate Enhancement Plan, as adopted effective March 6, 2000. (Incorporated by reference to the Eastman Kodak Company Annual Report on Form...

Page 135
Eastman Kodak Company Index to Exhibits (continued) Exhibit Number (10.25) Antoinette P. McCorvey Waiver Letter Re: Eastman Kodak Company Executive Protection Plan dated October 11, 2010. (Incorporated by reference to the Eastman Kodak Company Annual Report on Form 10-K for the fiscal year ended ...

Page 136
... Annual Report on Form 10-K for the fiscal year ended December 31, 2010, Exhibit 10.) Second Amended and Restated U.S. Security Agreement, dated as of April 26, 2011, from the grantors party thereto to Bank of America, N.A., as agent. (Incorporated by reference to the Eastman Kodak Company Current...

Page 137
(12) (21) (23) (31.1) (31.2) (32.1) Statement Re Computation of Ratio of Earnings to Fixed Charges. Subsidiaries of Eastman Kodak Company. Consent of Independent Registered Public Accounting Firm. Certification. Certification. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to...

Page 138
Eastman Kodak Company Index to Exhibits (continued) Exhibit Number (101.CAL*) (101.INS*) (101.LAB*) (101.PRE*) (101.SCH*) (101.DEF*) * XBRL Taxonomy Extension Calculation...Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement of ...

Page 139

Page 140
... COPY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January 20, 2012 Among EASTMAN KODAK COMPANY, a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, and KODAK CANADA INC., as Borrowers , THE U.S. SUBSIDIARIES OF EASTMAN KODAK COMPANY PARTY HERETO , each a Debtor and...

Page 141
... SECTION 2.15. Sharing of Payments, Etc. SECTION 2.16. Evidence of Debt SECTION 2.17. Use of Proceeds SECTION 2.18. Cash Management SECTION 2.19. Defaulting Lenders SECTION 2.20. Replacement of Certain Lenders SECTION 2.21. Reserved SECTION 2.22. Failure to Satisfy Conditions Precedent SECTION 2.23...

Page 142
... of the Company ARTICLE V COVENANTS OF THE COMPANY SECTION 5.01. Affirmative Covenants SECTION 5.02. Negative Covenants SECTION 5.03. Financial Covenants ARTICLE VI EVENTS OF DEFAULT SECTION 6.01. Events of Default SECTION 6.02. Actions in Respect of the Letters of Credit upon Default SECTION...

Page 143
... and Expenses SECTION 9.05. Payments Set Aside SECTION 9.06. Right of Set-off SECTION 9.07. Binding Effect SECTION 9.08. Assignments and ... 9.17. Judgment Currency SECTION 9.18. No Fiduciary Duty SECTION 9.19. Electronic Execution of Assignments and Certain Other Documents 114 115 116 117 117 117 120...

Page 144
... Base Certificate Form of 13-Week Projection Form of Intercreditor Agreement Commitments Subsidiary Guarantors and Material Subsidiaries Accounts Existing Secured Agreements Other Existing Letters of Credit Citi Existing Letters of Credit Chief Restructuring Officer Certain Proceedings Material...

Page 145
... CREDIT AGREEMENT Dated as of January 20, 2012 EASTMAN KODAK COMPANY, a New Jersey corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (the " Company "), KODAK CANADA INC., a corporation continued under the laws of the province of Ontario, Canada (" Kodak Canada...

Page 146
... (g) pension and other post-employment benefits expense, (h) loss on foreign exchange, (i) costs and expenses (including legal, financial and other advisors) incurred in connection with the Cases and any related Reorganization Plan or any transaction related thereto, (j) any non-cash (loss) relating...

Page 147
... statement of earnings, (i) interest income, (ii) revenues from IP licensing transactions effected in connection with IP Settlement Agreements, (iii) pension and other post-employment benefits income, (iv) gains on foreign exchange, (v) any extraordinary income or gains, (vii) any non-cash...

Page 148
... thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) do not exceed (x) $5,000,000 for any single Disposition or series of related Dispositions and (y) $25,000,000 in any fiscal year for all...

Page 149
... Court " means the United States Bankruptcy Court for the Southern District of New York or any other court having jurisdiction over the Cases from time to time. " Bankruptcy Law " means any proceeding of the type referred to in Section 6.01(e) of this Agreement or Title 11, U.S. Code, or any...

Page 150
...authorized by law to close in New York City and, with respect to Canadian Revolving Loans, Toronto, Ontario and, if the applicable Business Day relates to any Eurodollar Rate Loans, on which dealings are carried on in the London interbank market. " Canadian Borrowing Base " means, at any time, as to...

Page 151
... Loan Party has an obligation to remit to a governmental authority or other Person pursuant to any applicable law, in respect of (i) pension fund obligations; (ii) employment insurance; (iii) goods and services taxes, sales taxes, harmonized taxes, excise taxes, value added taxes, employee income...

Page 152
... Priority Payables of the Canadian Loan Parties, which would give rise to a Lien under applicable laws with priority over, or pari passu with, the Liens of the Agent for the benefit of the Canadian Secured Parties. " Canadian Protective Revolving Loans " has the meaning specified in Section 2.01...

Page 153
... " means, at any time, a reserve in an amount equal to $10,000,000. " Case " or " Cases " has the meaning specified in the Introductory Statement. " Cash Collateral " has the meaning specified in the Interim Order or the Final Order, as applicable. " Cash Collateral Account " means a cash deposit...

Page 154
... under the laws of any state of the United States and rated at least "Prime 1" (or the then equivalent grade) by Moody's or "A 1" (or the then equivalent grade) by S&P or (d) Investments, classified in accordance with GAAP, as current assets of the Company or any of its Subsidiaries, in money market...

Page 155
" Code " means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. " Collateral " means all "Collateral" referred to in the Collateral Documents and in the Orders and all other property that is or is intended to be subject to any...

Page 156
... Debt has an existing right to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt. " Debt for Borrowed Money " of any Person means all items that...

Page 157
... of the Digital Imaging Patent Portfolio. " Digital Imaging Patent Portfolio Disposition Cash Collateral Account " has the meaning specified in Section 5.01(n) . " Dilution " means, as of any date, a percentage, based upon the experience of the twelve-month period ending as of the last day of the...

Page 158
... " means that certain IP Due Diligence and Valuation Analysis in respect of the Digital Imaging Patent Portfolio, prepared by the DPP Appraiser and dated October 14, 2011. " DPP Appraiser " means 284 Partners, LLC. " Effective Date " means the first date on which all of the conditions precedent...

Page 159
... it (ii) it is not located in the United States (in the case of the Company and the US Subsidiary Guarantors) or Canada (in the case of Kodak Canada and the Canadian Subsidiary Guarantors); provided that in the case of Inventory located in Canada, the Company shall provide evidence reasonably...

Page 160
... duplication: (i) (A) a Loan Party does not have sole lawful and absolute and unencumbered title to such Account subject only to Permitted Collateral Liens, or (B) the goods sold with respect to such Account have been sold under a purchase order or pursuant to the terms of a contract or Inventory...

Page 161
..., or in each case any department, agency or instrumentality thereof, unless the relevant Loan Party duly assigns its rights to payment of such Account to the Agent pursuant to the Assignment of Claims Act of 1940, the Financial Administration Act (Canada) or similar applicable law, each as amended...

Page 162
... created in cash on delivery terms; or it arises out of a sale made by a Loan Party to an employee, officer, agent, director, Subsidiary or Affiliate of a Loan (xviii) the amount of any net credit balances relating to such Account is unused by the Account Debtor within 60 days from the date the net...

Page 163
... Law " means any federal, state, provincial, municipal, local or foreign statute, law, ordinance, rule, regulation, code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health and safety as it relates...

Page 164
...07(a)(iii) . " Eurodollar Reserve Percentage " means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the FRB for...

Page 165
...the Petition Date and (b) the Company's 10.625% Senior Secured Notes due 2019 outstanding on the Petition Date. " Existing Secured Agreements " means the agreements set forth on Schedule 1.01(a). " Facilities " means, the Revolving Credit Facility, the Letter of Credit Facility and the Term Facility...

Page 166
... & Customs. " Indenture " means the Indenture dated as of January 1, 1988 between the Company and The Bank of New York, as trustee, as amended from time to time. " Initial Issuing Banks " means each Lender (or an Affiliate thereof) with a Letter of Credit Commitment on the Effective Date. " Initial...

Page 167
... Interest Period shall be one, two, three or six months, as the applicable Borrower may, upon notice received by the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided , however , that: (i) (ii) of the same...

Page 168
...court or before any arbitrator or governmental instrumentality adverse to the Debtors or their affiliates. " IP Sale Proceeds " means all payments received in cash or Cash Equivalents by the Company or any of its Subsidiaries in respect of any Digital Imaging Patent Portfolio Disposition that do not...

Page 169
... sole dominion and control, upon terms as may be satisfactory to the Agent. " L/C Related Documents " has the meaning specified in Section 2.06(b)(i) . " Lender Insolvency Event " means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due...

Page 170
... Term Loans. " Material Adverse Effect " means a material adverse change, or any event or occurrence which could reasonably be expected to result in a material adverse change, in (i) the business, condition (financial or otherwise), operations, performance, properties or liabilities of the Company...

Page 171
...any of the preceding five plan years made or accrued an obligation to make contributions, but excluding any Canadian Pension Plans. " Multiple Employer Plan " means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA...

Page 172
...means a consolidated business plan and projected operating budget substantially in the form of the budget dated January 16, 2012, previously delivered to the Agent. " Orders " means, collectively, the Interim Order and the Final Order. " Other Existing Letters of Credit " means the letters of credit...

Page 173
... department, agency or instrumentality to secure partial, progress or advance or other payments (other than in respect of borrowed money) pursuant to any contract or statute; and (f) Liens in favor of the applicable utility providers on the Adequate Assurance Account. " Permitted Refinancing " means...

Page 174
... Date " has the meaning specified in the Introductory Statement. " Plan " means a Single Employer Plan or a Multiple Employer Plan, but excluding any Canadian Pension Plan. " Potential Defaulting Lender " means, at any time, a Lender (i) as to which the Agent has notified the Company that an event...

Page 175
...from time to time in such other jurisdiction or the Civil Code of Quebec, as applicable, for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. " Prepayment Date " means (i) the date that is 30 days after the Interim Order Entry Date if...

Page 176
... principal amount of all Term Loans at such time. " Register " has the meaning specified in Section 8.07(g) . " Related Parties " means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, trustees, partners and advisors of such...

Page 177
... proceeds of property that was Term Facility Collateral when such cash proceeds arose), (c) Inventory, (d) machinery and equipment, (e) accounts, chattel paper and other related rights to payment, (f) to the extent evidencing, governing, securing or otherwise related to the items referred to in the...

Page 178
..." Secured Agreements " means, to the extent designated as such by the Company in writing to the Agent from time to time in accordance with Section 7.13 , (a) all agreements and other documents relating to any treasury management services, clearing, corporate credit card and related services provided...

Page 179
... outstanding at such time, (B) the Unused Revolving Credit Commitment of such Lender at such time and (C) the Letter of Credit Obligations held or deemed held by such Lender at such time. " Superpriority Claim " means a claim against any Debtor in any of the Cases which is an administrative expense...

Page 180
... the State of New York, " UCC " means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. " UK Pensions Regulator " means the Pensions Regulator...

Page 181
... for the benefit of the US Secured Parties pursuant to the terms of the Collateral Documents, the Interim Order or the Final Order. " US Excess Availability " means, at any time, (1) the US Line Cap minus (2) the US Revolving Credit Facility Usage at such time. " US Guarantor " means the Company and...

Page 182
... Lenders and (ii) the aggregate outstanding US Letter of Credit Obligations. " US Revolving Lender " means, at any time, a Lender that has a US Revolving Credit Commitment at such time. " US Revolving Loan " means an advance by a Revolving Lender as part of a US Revolving Borrowing and refers...

Page 183
...the Effective Date, from the US Loan Parties party thereto, as grantors, to the Agent, as may be amended, amended and restated, supplemented or otherwise modified from time to time. " US Subsidiary " means any direct or indirect Subsidiary of the Company organized under the laws of the United States...

Page 184
... the extent necessary to give effect to the intent, where applicable, that this Agreement apply to Kodak Canada and the other Canadian Loan Parties, such equivalent amount thereof in the applicable currency to be determined by the Agent at such time on the basis of the Exchange Rate for the purchase...

Page 185
... Revolving Credit Facility . (i) US Revolving Borrowings . Each US Revolving Lender severally agrees, on the terms and conditions set forth herein and in the Orders, to make US Revolving Loans in Dollars to the Company from time to time on any Business Day during the period from the Effective Date...

Page 186
...to the terms and conditions set forth herein and in the Orders, each Term Lender agrees, severally and not jointly, to make term loans (each a " Term Loan ") in Dollars to the Company from time to time on any Business Day on or after the Effective Date and prior to the date that is two Business Days...

Page 187
... for each such Loan. Each applicable Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent's Account, in same day funds, such Lender's Ratable Share of such Borrowing. After the...

Page 188
...later than 11:00 A.M. (New York City time) on the fifth Business Day prior to the date of the proposed Issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Company to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt notice...

Page 189
...unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such US Revolving Lender's Ratable Share of each drawing made under a US Letter of Credit funded by such Issuing Bank and not reimbursed by the Company on the date funded, or of any reimbursement payment required to be...

Page 190
...fund its Ratable Share of an outstanding Revolving Loan on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such...

Page 191
... The Company shall pay to the Agent for the account of each applicable Revolving Lender (other than a Defaulting Lender) a commission on such Lender's Ratable Share of the average daily aggregate Available Amount of all Letters of Credit issued and outstanding from time to time at a rate per annum...

Page 192
... Agent for the ratable account of each applicable Lender on the Termination Date the aggregate principal amount of the Term Loans made by such Lender to the Company then outstanding. SECTION 2.07. Interest on Loans . (a) Scheduled Interest . Each Borrower shall pay interest on the unpaid principal...

Page 193
...is a Base Rate Term Loan, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin, payable in arrears quarterly on the last day of each January, April, July and October during such periods and on the date such Base Rate Term Loan...

Page 194
... Loans made to Kodak Canada, whenever a rate of interest hereunder is calculated on the basis of a year (the " deemed year ") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of...

Page 195
... than 11:00 A.M. (New York City time) on the Business Day prior to such prepayment, in the case of Base Rate Loans, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the...

Page 196
...) On each Business Day, all amounts collected in the Digital Imaging Patent Portfolio Disposition Cash Collateral Account, will be applied to prepay the Loans and, unless the conditions set forth in Section 3.02 are at the time satisfied and a Responsible Officer of the Company shall have delivered...

Page 197
... extent that applicable law would (x) prohibit or delay the repatriation to the United States of America or Canada of any Net Cash Proceeds received by any Subsidiary that is not a US Subsidiary or a Canadian Subsidiary or (y) impose material adverse tax or legal consequences on the Company and its...

Page 198
... condition or deduction for any right of counterclaim, defense, recoupment or set-off, not later than 11:00 A.M. (New York City time) on the day when due in Dollars to the Agent at the Agent's Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating...

Page 199
...funds ratably to the outstanding Obligations under the US Revolving Credit Facility, the Canadian Revolving Credit Facility and the Term Facility, in the case of funds received from a Borrower, as applicable to such Borrower, and within each such Facility, first , toward payment of interest and fees...

Page 200
... and subsection (e) , the terms " United States " and " United States person " shall have the meanings specified in Section 7701 of the Code. (e) Each Lender or Agent organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this...

Page 201
... compute the tax payable and information required on the Effective Date by Internal Revenue Service Form W-8BEN or W8ECI or the related certificate described above, that the Lender reasonably considers to be confidential, the Lender shall give notice thereof to the Company and shall not be obligated...

Page 202
...2.14(h) shall require the Agent or any Lender to disclose the contents of its tax returns or other confidential information to any Person. (j) Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Taxes or Other Taxes attributable to such Lender (but only...

Page 203
... general corporate purposes of the Company and its Subsidiaries (including to refinance obligations outstanding under the Existing Credit Agreement). SECTION 2.18. Cash Management Within 30 days (or, in the case of Deposit Accounts of the Canadian Loan Parties, 60 days) after the Effective Date (or...

Page 204
... located in the United States (in respect of Deposit Accounts of the Company and the US Subsidiary Guarantors) or in Canada (in respect of Deposit Accounts of Kodak Canada and the Canadian Subsidiary Guarantors). (c) If (i) at any time during the continuance of an Event of Default, any cash or Cash...

Page 205
... the Agent, other than by deposit to an Agent Sweep Account, shall be deemed to have been received on the Business Day when they are good and collected funds, provided that such payment is available to the Agent by 2:00 p.m. on that Business Day (except that if the Obligations are being paid in full...

Page 206
... with the Agent, in the name and under the control of the Agent, but subject to the provisions of this subsection (c) . The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be the Agent's standard...

Page 207
... Days after the Company's request that it cure such default, the Company or Kodak Canada, as applicable shall have the right (but not the obligation) to repay such Defaulting Lender in an amount equal to the principal of, and all accrued interest on, all outstanding Loans owing to such Lender...

Page 208
... five Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 8.07 which the Company or the Agent, as the case may be, shall have engaged for such purpose (" Replacement Lender "), all of such Affected Lender's rights and...

Page 209
...the time of such commencement that are perfected subsequent to such commencement as permitted by Section 546(b) of the Bankruptcy Code (limited, in the case of voting equity interests of CFC's, to 65% of such voting equity interests), and on all of its cash maintained in the L/C Cash Deposit Account...

Page 210
... of this Agreement from each Loan Party and each Initial Lender. [Reserved.] (c) The Agent shall have received the following, each dated as of the Effective Date (unless otherwise specified) and in form and substance satisfactory to the Agent: (i) Notes to the order of the Lenders to the extent...

Page 211
...each US (vii) The Canadian Security Agreement substantially in the form of Exhibit D-2 hereto, duly executed by Kodak Canada and each Canadian Subsidiary Guarantor listed on Part B of Schedule II hereto. (viii) (ix) A certificate from a Responsible Officer of the Company as to the matters set forth...

Page 212
... to issue Letters of Credit hereunder, and the Company shall, instead, cause such items to be delivered to the Agent not later than (i) with respect to Kodak Canada, any subsidiary organized under the laws of Canada or any territory or province thereof, 60 days following the Effective Date (or such...

Page 213
..., 2010 and (ii) interim unaudited quarterly consolidated financial statements of the Company for each completed fiscal quarter ending not less than 45 days prior to the Effective Date. (g) The Agent shall be satisfied, in its sole discretion, with the cash management arrangements of the Loan Parties...

Page 214
... a Default. (t) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money laundering rules and regulations, including the PATRIOT Act. SECTION 3.02. Conditions Precedent to Each Borrowing and...

Page 215
... such concept is applicable, in good standing under the laws of the jurisdiction of its organization. (b) Subject, in the case of each Loan Party that is a Debtor, to the entry of the Orders and subject to the terms thereof, the execution, delivery and performance by each Loan Party of each 71

Page 216
... in a proceeding in equity or at law. (e) The audited Consolidated statement of financial position of the Company and its Consolidated Subsidiaries as at December 31, 2010, and the related audited Consolidated statement of earnings and Consolidated statement of cash flows of the Company and its...

Page 217
...within the meaning of the Investment Company Act of 1940, as amended. (i) The Company and each of its Subsidiaries owns, or has the valid and enforceable right to use, all trademarks, service marks, trade names, domain names, goodwill associated with the foregoing, patents, copyrights, trade secrets...

Page 218
... the UK Pensions Regulator that it is considering issuing a financial support direction or contribution notice in relation to the UK Pension Scheme, has occurred, and (to the knowledge of the Company or Kodak Limited) the UK Pensions Regulator has not stated any intention to do so. (v) No Loan Party...

Page 219
... to the Orders) in favor of the Agent for the benefit of the US Secured Parties. (p) (i) Set forth on Part A of Schedule II hereto is a complete and accurate list of all direct and indirect Subsidiaries of the Company that are organized under the laws of a state of the United States of America...

Page 220
... by the Loan Parties in the United States or Canada, including, with respect to each depository (i) the name and address of such depository, (ii) the account number(s) maintained with such depository and (iii) a contact person at such depository. ARTICLE V COVENANTS OF THE COMPANY SECTION 5.01...

Page 221
... used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to so maintain or preserve is not reasonably expected to have a Material Adverse Effect. (g) Reporting Requirements . Furnish to the Lenders: (i) as soon as...

Page 222
... subsequent fiscal year of the Company, within 90 days after the end of such fiscal year of the Company, in each case, a copy of the annual audit report for such year for the Company and its Consolidated Subsidiaries, containing the Consolidated statement of financial position of the Company and its...

Page 223
... may be incurred, by such Loan Party or any ERISA Affiliate in connection with any event described in clause (A) or (B) ; (xiii) (A) not later than September 30, 2012, (1) audited "carve-out" financial statements (including statements of financial position, earnings and cash flows) for each of the...

Page 224
... public accountants reasonably acceptable to the Agent, and (2) unaudited "carve-out" financial statements for each of the Specified Business Units for the three-month or six-month, as applicable, period ended not less than 45 days prior to the delivery thereof, and (B) from and after the date on...

Page 225
... in favor of the Agent for the benefit of the Secured Parties, then in each case at the Company's expense: (i) in connection with the formation or acquisition of a Subsidiary organized under the laws of a state of the United States of America or Canada (or province or territory thereof) owned...

Page 226
... reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law and the terms of this Agreement and the Collateral Documents, subject any Loan Party's properties, assets, rights or interests to...

Page 227
... each Account's Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports...

Page 228
... Officer, employ a replacement Chief Restructuring Officer within 30 days. (r) Certain Case Milestones. (i) On or prior to June 30, 2012, file a motion with the Bankruptcy Court to approve bid procedures relating to a sale of all or substantially all of the Digital Imaging Patent Portfolio...

Page 229
... . So long as any Loan or any other payment obligation of any Loan Party of which the Company has knowledge under any Loan Document shall remain unpaid, any Letter of Credit is outstanding or any Lender shall have any Commitment hereunder, the Company will not: (a) Liens . Create or suffer to exist...

Page 230
... Party and the security interests granted by such surviving or continuing entity pursuant to the Orders and the Collateral Documents shall remain in full force and effect), (v) the Company may merge, amalgamate or consolidate with any other Person so long as the Company is the surviving corporation...

Page 231
... jurisdiction outside of the United States or Canada in an aggregate amount not to exceed $20,000,000 at any time outstanding, (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such...

Page 232
... by customers of the Company under equipment and vendor financing programs in an aggregate amount not to exceed $25,000,000 at any time outstanding, (xiii) unsecured Debt in connection with surety bonds, guarantees and letters of credit for customs and excise taxes, value added taxes, insurance and...

Page 233
... contemplated to be carried on by the Company and its Subsidiaries taken as a whole at the Petition Date. (h) Dividends and Other Payments. Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class...

Page 234
... proceeding against such Person, (B) accounts receivable arising from or trade credit granted to, in the ordinary course of business, a financially troubled account debtor and (C) disputes regarding intellectual property rights; (vi) Investments arising out of the receipt by the Company or any of...

Page 235
... of convertible debt into common stock of the Company and payments of cash in lieu of fractional shares upon any such conversion, (D) as expressly provided for in the "first day" orders of the Bankruptcy Court entered upon pleadings in the form and substance acceptable to the Agent or (E) with...

Page 236
... day after September 30, 2012, $100,000,000; provided , that on and after the Term Facility Termination Date, the compliance level shall be increased (but in no case to an amount greater than $250,000,000) by adding to the otherwise applicable level an amount equal to 50% of the aggregate Net Cash...

Page 237
... to pay any interest on any Loan or fees within three Business Days after the same becomes due and payable; or (ii) any Loan Party shall fail to make any other payment under any Loan Document, within three Business Days after notice of such failure is given by the Agent or any Lender to the Company...

Page 238
... stayed or vacated within 30 days after the entry thereof; or (g) Change of Control . (i) Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934...

Page 239
... Scheme shall have commenced winding up or (2) the UK Pensions Regulator shall have issued a warning notice that it is considering issuing a financial support direction or contribution notice in relation to the UK Pension Scheme, and, in the case of each of clause (1) and clause (2), the amount...

Page 240
... plan or entry of any such order; or (q) Supportive Actions . Any Loan Party or any Subsidiary thereof shall take any action in support of any matter set forth in paragraph (k) , (l) , (m) , (n) , (o) or (p) above or any other Person shall do so and such application is not contested in good faith...

Page 241
...such Letters of Credit shall have expired or been fully drawn upon, if at such time (x) no Event of Default is continuing or (y) all other obligations of the Company hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Deposit Account shall be returned to...

Page 242
... the account of the US Issuing Banks, to cash collateralize that portion of US Letter of Credit Obligations comprising the aggregate undrawn amount of US Letters of Credit, ratably among the US Revolving Lenders, the Term Lenders, the US Issuing Banks and the other US Secured Parties in proportion...

Page 243
... and Last , the balance, if any, after all of the Canadian Obligations have been paid in full in cash, to the Canadian Loan Parties or as otherwise required by law. Subject to Section 6.03 , amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to Section 6.04...

Page 244
...part of the Comprehensive Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary of the Company, as applicable, to the Agent or any Lender under or in respect of the Loan Documents or any Secured... foreign, federal or state law to the extent applicable to this Guaranty and...

Page 245
... . Each Guarantor guarantees that the applicable Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Agent or any...

Page 246
... to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Agent or such Lender (each Guarantor waiving any duty on the part of the Agent and the...

Page 247
... equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account...

Page 248
...Loan Documents or upon such Guarantor otherwise ceasing to be a Subsidiary of the Company organized under the laws of a state of the United States of America or Canada (or a province thereof) without violation of the terms of this Agreement, such Guarantor (and its Subsidiaries) or such assets shall...

Page 249
... the Person serving as Agent, acting in its individual capacity, and its Affiliates (collectively, the " Agent's Group ") are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research...

Page 250
... Agent. (d) Nothing in this Agreement or any other Loan Document shall require the Agent or any of its Related Parties to carry out any "know your customer" or other checks in relation to any Person on behalf of any Lender and each Lender confirms to the Agent that it is solely responsible for any...

Page 251
..., request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also...

Page 252
... the Letter of Credit Facility, but not the Term Facility, the Required Revolving Lenders) shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York...

Page 253
... credit analysis and decision to take or not take action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time deem appropriate, which may include, in each case: (iv) the financial condition, status and capitalization of the Company...

Page 254
... a Letter of Credit and the form and substance of all evidence delivered in connection with establishing the satisfaction of each such condition; (vi) the adequacy, accuracy and/or completeness of any information delivered by the Agent, any other Lender or by any of their respective Related Parties...

Page 255
... extent that, at the time of delivery of the applicable Designation Notice and after giving effect to such Designated Amount (including to the reserve for Secured Agreements to be established by the Agent in connection therewith), the US Excess Availability (in the case of a Designation Notice with...

Page 256
..., to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that...

Page 257
...as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the...

Page 258
... "Private Side Information" or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender's compliance procedures and applicable law, including United States Federal and state securities laws, to...

Page 259
... Subsidiaries or any Environmental Action relating in any way to the Company or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense resulted from such Indemnified Party's gross negligence, bad faith or willful misconduct as found in a final and non-appealable...

Page 260
... a trustee, receiver or any other party, in connection with any proceeding under any Bankruptcy Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had...

Page 261
... withheld or delayed) in the case of an assignment to a Person who is not an Affiliate of such Lender and, if demanded by the Company so long as no Default shall have occurred and be continuing and only with respect to any Affected Lender, upon at least five Business Days' notice to such Lender and...

Page 262
... the Company to an Eligible Assignee that is an existing Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations...

Page 263
... of all Loans and participations in Letters of Credit in accordance with its Ratable Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions...

Page 264
...; (3) new products or discoveries or developments regarding the Company's customers or suppliers; (4) changes in control or in management; (5) changes in auditors or auditor notifications to the Company; (6) securities redemptions, splits, repurchase plans, changes in dividends, changes in rights of...

Page 265
... to any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments are to be made by reference to the Company and its Obligations, this...

Page 266
...ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. (e) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO...

Page 267
... provide such information and take such actions as are reasonably requested by the Agent or any Lenders in order to assist the Agent and the Lenders in maintaining compliance with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including...

Page 268
... shall terminate and be of no further force or effect, (D) any reference to any Canadian Pension Plan or Termination Event shall be deemed deleted, and (E) each Lender that has requested and received a Note from Kodak Canada shall return such Note to the Company marked "cancelled" or "paid in full...

Page 269
...legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State...

Page 270
... /s/ William G Love Name: Title: William G Love Manager EASTMAN KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON, INC...

Page 271
CITICORP NORTH AMERICA, INC. as Agent and Collateral Agent By: /s/ Shane V. Azzara Name: Title: Shane V. Azzara Director

Page 272
CITICORP NORTH AMERICA, INC. By: /s/ Shane V. Azzara Name: Title: Shane V. Azzara Director [Signature Page to Credit Agreement]

Page 273
CITIBANK, N.A. as Issuing Bank By: /s/ Shane V. Azzara Name: Title: Shane V. Azzara Director [Signature Page to Credit Agreement]

Page 274
SCHEDULE I COMMITMENTS Lender Term Commitment US Revolving Credit Commitment $225,000,000 --$225,000,000 Canadian Revolving Credit Commitment $25,000,000 --$25,000,000 US Letter of Credit Commitment --$200,000,000 $200,000,000 Citicorp North America, Inc. $700,000,000 Citibank, N.A. --Total: $700,...

Page 275
... New York New York New York Delaware California Indiana Delaware Percentage 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Parent Entity Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Laser-Pacific Media Corporation Eastman Kodak Company Eastman Kodak...

Page 276
SCHEDULE II PART B SUBSIDIARIES OF KODAK CANADA INC. None.

Page 277
... II PART C MATERIAL SUBSIDIARIES OF EACH BORROWER MATERIAL SUBSIDIARIES OF EASTMAN KODAK COMPANY Material Subsidiary Jurisdiction of Formation The Netherlands United Kingdom United Kingdom Germany Class of Equity Number of Shares Outstanding 20,401 100,000,000 30,000,000 20 Number of Shares Owned...

Page 278
... Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak International Capital Company Inc. FPC Inc. FPC Inc. Kodak Imaging Network, Inc. Laser-Pacific Media Corporation NPEC Inc. Laser-Pacific Media Corporation Qualex Inc. Qualex Inc. Qualex Inc. Qualex Inc. Name and Address...

Page 279
...Atlanta, GA 30308 Bank of New York Mellon, 500 Ross Street, Suite 154âˆ'1320, Pittsburgh, PA 15262âˆ'0001 KODAK CANADA INC. CAD ACCOUNTS Grantor Name and Address of Bank Account Number Contact Name Contact Information Kodak Canada Inc. Scotiabank, 44 King Street West Toronto, Ontario...

Page 280
SCHEDULE 1.01(A) EXISTING SECURED AGREEMENTS 1 PART 1 Counterparty Bank of America, N.A. The Bank of New York Mellon Secured Amount $1,500,000.00 $5,000,000.00 PART 2 Counterparty Citibank, N.A. Secured Amount $24,500,000.00 1 As of January 17, 2012.

Page 281
...'s Comp Old Republic Insurance Department of Water & Power City of LA National Union Fire Ins. Employment Dev Dept - State of Ca California Workers' Compensation Trenton Ground Well Water NYS Short Term Westchester Fire Insurance Company Virginia Extended Service Contract Provider Obligation North...

Page 282
... 2.01(B) CITI EXISTING LETTERS OF CREDIT Entity EKC EKC EKC EKC Qualex Total: Bank CITI CITI CITI CITI CITI LOC # 61604621 NY-02805-30031820 NY-02805-30035009 NY-02805-30035285 NY-02805-30034832 Beneficiary Travelers NY Workers Compensation INA, Pacific, Atlantic Insurance Company Ohio Environmental...

Page 283
SCHEDULE 3.01(R) CHIEF RESTRUCTURING OFFICER Name Dominic DiNapoli, FTI Consulting

Page 284
SCHEDULE 4.01(F) CERTAIN PROCEEDINGS None.

Page 285
SCHEDULE 4.01(M) MATERIAL REAL PROPERTIES None.

Page 286
... Germany England Percentage Parent Entity Status Of Share Certificates Number of Days to Perfect 120 90 90 Eastman Kodak Holdings B.V. Kodak Holding GmbH Kodak Limited 100.000000% 100.000000% 100.000000% Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Not Certificated; 13...

Page 287
... for corporate credit cards Receipts reserve for credit card charges with PNC Merchant Services Trust to support environmental liabilities to benefit New York State Department of Environmental Conservation Eastman Kodak Company Cash collateralization to support claims related to Customer Guarantees...

Page 288
... Brasileira Comercio de Produtos Para Imagem e Servicos Ltda Kodak Graphic Communications Canada Company Kodak Mexicana S.A. de C.V. Kodak Limited Type Debt for Borrowed Money (Sun Notes) Debt for Borrowed Money Bank Guarantees/LOCs Customer Guarantee/Vendor Program Capital Leases Surety Bonds Bank...

Page 289
Kodak (Egypt) S.A.E. Kodak Japan Ltd. Bank Guarantees/LOCs Capital Leases EGP 22,018 JPY 111,380,112

Page 290
...25% Senior Notes due 2013 7.0% Convertible Senior Notes due 2017 9.75% Senior Secured Notes due 2018 9.95% Senior Notes due 2018 10.625% Senior Secured Notes due 2019 9.2% Senior Notes due 2021 2011 Revolving Credit Facility EKC Letters of Credit Surety Bonds Customer Guarantees/Vendor Program (Loss...

Page 291
SCHEDULE 5.02(L) CERTAIN RESTRICTIONS None.

Page 292
SCHEDULE 5.02(O) SALE LEASEBACK TRANSACTIONS 1. Proposed sale of Kodak de Mexico S.A. de C.V.'s Guadalajara, Mexico Facility 2. Proposed sale of certain portions of Eastman Kodak Company's "Kodak Offices" at 343 State Street, Rochester, NY 14650

Page 293
... 2012 with compliance required in 2015). 4. Eastman Kodak Company (or a predecessor) has identified remedial obligations and established financial reserves for remedial actions at facilities at the following locations: a. b. c. Eastman Business Park (Rochester, NY) Middleway, WV Site III (Albany NY...

Page 294
5. a. Eastman Kodak Company (or a predecessor) has been identified as a potentially responsible party with respect to the following site that is being remediated in accordance with state or federal remedial programs: The Lower Passaic River Study Area of the Diamond Alkali Superfund Site

Page 295
SCHEDULE 9.02 AGENT'S OFFICE; CERTAIN ADDRESS FOR NOTICES BORROWER: Eastman Kodak Company 343 State Street Rochester, NY 14650 Attn: General Counsel Tel: 585-724-4000 Fax: 585-724-9549 Email:[email protected] Website: www.kodak.com Kodak Canada Inc. 6 Monogram Place, Suite 200 Toronto, ...

Page 296
... (as amended or modified from time to time, the " Credit Agreement ") outstanding on the Termination Date. Capitalized terms used, but not defined, in this Note are used with the meaning ascribed thereto in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount...

Page 297
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed by its duly authorized officer to evidence the Revolving Loans made under the Credit Agreement. Date EASTMAN KODAK COMPANY] [KODAK CANADA INC.] By: Name: Title:

Page 298
ALLONGE TO PROMISSORY NOTE DATED _____, 20__ OF [EASTMAN KODAK COMPANY] [KODAK CANADA INC.] REVOLVING LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Revolving Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

Page 299
...COMMITMENT] U.S.$_____ FOR VALUE RECEIVED, the undersigned, EASTMAN KODAK COMPANY (the " Borrower "), HEREBY PROMISES TO PAY to the order of _____ (the " Lender ") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the...

Page 300
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed by its duly authorized officer to evidence the Term Loans made under the Credit Agreement. Date EASTMAN KODAK COMPANY By: Name: Title:

Page 301
...Possession Credit Agreement, dated as of January 20, 2012 (as amended or modified from time to time, the " Credit Agreement "), among Eastman Kodak Company and Kodak Canada Inc., as borrowers, the Lenders party thereto and Citicorp North America, Inc., as Agent for said Lenders, and hereby gives you...

Page 302
... in each Loan Document to which it is a party are true and correct as of the date hereof, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on the date hereof; (B) no event has occurred and is continuing, or would result from...

Page 303
EXHIBIT C - FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to the Debtor-in-Possession Credit Agreement, dated as of January 20, 2012 (as amended, restated, supplemented or modified from time to time, the " Credit Agreement ") among Eastman Kodak Company and Kodak Canada Inc., as borrowers, the...

Page 304
...the Credit Agreement and the applicable Notes for periods prior to the Assignment Effective Date directly between themselves. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code...

Page 305
... : Citicorp North America, Inc., as the administrative agent under the Credit Agreement Credit Agreement : Debtor-in-Possession Credit Agreement, dated as of January 20, 2012, among Eastman Kodak Company, Kodak Canada Inc., the Lenders from time to time party thereto, and Citicorp North America, Inc...

Page 306
...Lending Office: [Address] Accepted [and Approved] this _____ day of _____, 20__ CITICORP NORTH AMERICA, INC., as Agent By: Name: Title: [Approved this _____ day of _____, 20__ EASTMAN KODAK COMPANY By: _____] 9 Name: Title: 9 Include Company approval only if (1) the Assigned Interest is not a Term...

Page 307
EXHIBIT D-1 - FORM OF US SECURITY AGREEMENT US SECURITY AGREEMENT Dated January [ ], 2012 From The Grantors referred to herein as Grantors to Citicorp North America, Inc. as Agent

Page 308
... Section 9. Insurance Section 10. Post-Closing Changes; Collections on Assigned Agreements and Receivables Section 11. As to Intellectual Property Collateral Section 12. Voting Rights; Dividends; Etc. Section 13. As to the Assigned Agreements Section 14. As to Letter-of-Credit Rights and Commercial...

Page 309
... Law Section...Accounts Receivables and Agreement Collateral Intellectual Property Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number Changes in Name, Location, Etc. Letters of Credit Equipment Locations Inventory Locations...

Page 310
US SECURITY AGREEMENT US SECURITY AGREEMENT dated January [ ], 2012 (this " Agreement "), made by Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement, defined herein) (the " ...

Page 311
... account or financial asset in which such security interest would be unlawful or in violation of any Plan or employee benefit agreement, (B) any lease, license, contract, or agreement or other property right (including any United States of America intent-to-use trademark or service mark application...

Page 312
... shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all warrants, rights...

Page 313
... contracts carried in a securities account or commodity account, all security entitlements with respect to all financial assets from time to time credited to the L/C Cash Deposit Account and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments...

Page 314
...production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information...

Page 315
... Section 4. Delivery and Control of Security Collateral . (a) All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such...

Page 316
...when applicable, the Final Order) and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account...

Page 317
..., option or right of others, except for the security interest created under this Agreement, by the Interim Order (and, when applicable, the Final Order) or Liens permitted under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part 8

Page 318
... such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may exist on the date of this Agreement, have been filed in favor of the Agent relating to the Loan Documents or are otherwise permitted under the Credit Agreement...

Page 319
... security in Section 1 of this Agreement as of the date hereof, other than the Deposit Accounts listed on Schedule II hereto. (l) Such Grantor is not a beneficiary or assignee under any letter of credit with a stated amount in excess of $5,000,000 and issued by a United States financial institution...

Page 320
... and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such...

Page 321
... to the Agent; (iii) file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be...

Page 322
financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Grantor in the United States other than assets now or hereafter constituting Principal Properties or the equity of Restricted Subsidiaries, or any real ...

Page 323
... to or replacements of such Equipment or Inventory, and any proceeds of insurance properly received by or released to such Grantor shall be used by such Grantor, except as otherwise required hereunder, by the Credit Agreement or the Interim Order (and when applicable, the Final Order), to pay or as...

Page 324
...in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary indorsement) to be deposited in the Agent Sweep Account in the United States and either (A) released...

Page 325
...'s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. (c) In the event...

Page 326
... to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, if received by such Grantor, be received in trust for the benefit of the Secured Parties, be segregated from the other property or funds of...

Page 327
... Order (and when applicable, the Final Order), each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Agent, hereby assigns to the Agent such rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters...

Page 328
... the name of such Grantor or otherwise, from time to time, upon the occurrence and during the continuance of an Event of Default, in the Agent's discretion, to take any action and to execute any instrument, to the extent permitted by and in accordance with the Interim Order (and when applicable, the...

Page 329
...and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has...

Page 330
... Code or any Order of the Bankruptcy Court entered in connection with the Cases), without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery...

Page 331
... company's financial statements in accordance with GAAP. With respect to the foregoing, the Agent shall provide the Company (with a copy to counsel for the Official Creditors' Committee in the Cases and to the United States Trustee for the Southern District of New York) with seven (7) days' written...

Page 332
... Initial Pledged Debt Initial Pledged Equity Intellectual Property Collateral Inventory IP Agreements Obligor Patents Pledged Debt Pledged Equity Receivables Related Contracts Secured Obligations Secured Parties Security Collateral Specified Collateral Trademarks Trade Secrets UCC Section 23...

Page 333
...with the terms of the Loan Documents or as otherwise directed or required by any order of the Bankruptcy Court, the security interests granted... certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral, and...

Page 334
....pdf shall be effective as delivery of an original executed counterpart of this Agreement. Section 26. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. Section 27. Jurisdiction...

Page 335
... of the Interim Order (and, when applicable, the Final Order) shall govern. IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. EASTMAN KODAK COMPANY By: _____ Name: Title: CREO...

Page 336
EASTMAN KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD. KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON, INC. QUALEX INC. By : Name: Title: KODAK PHILIPPINES, LTD....

Page 337
... to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), has entered into a Debtor-in-Possession Credit Agreement dated as of January 20, 2012 (as amended...

Page 338
..., and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. SECTION 2. Security for Obligations . In addition to the security for the payment of the Secured Obligations to the Secured Parties provided by the Interim Order (and when applicable, the...

Page 339
... the terms and provisions of which are incorporated herein by reference as if fully set forth herein. SECTION 6. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 3

Page 340
... IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. EASTMAN KODAK COMPANY By: Name: Title: Address for Notices: [NAME OF GRANTOR] By: Name: Title: Address for Notices: [NAME OF GRANTOR] By: Name: Title: Address...

Page 341
... dated _____, 20__, is made by the Person listed on the signature page hereof (the " Grantor ") in favor of Citicorp North America, Inc., as Agent (the " Agent ") for the Secured Parties (as defined in the Credit Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation...

Page 342
...and provisions of which are incorporated herein by reference as if fully set forth herein. SECTION 5. Governing Law . This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 2

Page 343
IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. By: Name: Title: Address for Notices: 3

Page 344
... Credit Agreement dated as of January 20, 2012 (as amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-inpossession in a case pending under Chapter 11 of the Bankruptcy Code...

Page 345
...by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, and (B) cash. SECTION 2. Security for Obligations . In addition to the security for the payment of the Secured Obligations to the Secured Parties provided by the Interim Order (and when applicable, the Final...

Page 346
...Supplement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 2 Very truly yours, [NAME OF ADDITIONAL GRANTOR] By: Name: Title: Address for Notices: 2 If the Additional Grantor is not concurrently executing...

Page 347
EXHIBIT D-2 - FORM OF CANADIAN SECURITY AGREEMENT CANADIAN SECURITY AGREEMENT Dated January [ ], 2012 From The Grantors referred to herein as Grantors to Citicorp North America, Inc. as Agent

Page 348
... DELIVERY AND CONTROL OF SECURITY COLLATERAL MAINTAINING THE ACCOUNT COLLATERAL REPRESENTATIONS AND WARRANTIES FURTHER ASSURANCES AS TO EQUIPMENT AND INVENTORY INSURANCE POST-CLOSING CHANGES; COLLECTIONS ON ASSIGNED AGREEMENTS AND RECEIVABLES AS TO INTELLECTUAL PROPERTY COLLATERAL VOTING RIGHTS...

Page 349
... Deposit Accounts Receivables and Agreement Collateral Intellectual Property Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization, Organizational Identification Number and Jurisdictions of Tangible Personal Property [Reserved] Letters of Credit Equipment Locations...

Page 350
... "Agent") for the Secured Parties (as hereinafter defined). PRELIMINARY STATEMENTS (1) Reference is made to the Debtor-in-Possession Credit Agreement, dated as of January 20, 2012, among the Borrower, Eastman Kodak Company (the " Company "), the Subsidiaries of the Company party thereto, the Agent...

Page 351
... other account or financial asset in which such security interest would be unlawful or in violation of any Plan or employee benefit agreement, (B) subject to Section 3(b), any lease, license, contract, or agreement or other property right (" Contractual Rights "), to which any Grantor is a party or...

Page 352
... shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all warrants, rights...

Page 353
... or futures account, all security entitlements with respect to all financial assets from time to time credited to the Pledged Deposit Accounts and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received...

Page 354
...production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information...

Page 355
..., and (B) cash; and (k) all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 1 and all contracts, instruments and other rights and benefits in respect thereof and all replacements of, substitutions...

Page 356
... owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 60 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its...

Page 357
... In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the Agent, and...

Page 358
... under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may exist on the date of this...

Page 359
...000,000 and issued by a United States or Canadian financial institution as of the date hereof, other than the letters of credit described in Schedule VII hereto. This Agreement creates in favour of the Agent for the benefit of the Secured Parties a valid security interest in the Collateral granted...

Page 360
statements, as the case may be, have been duly filed and are in full force and effect, (B) certain corporate actions by the holders or issuers of non-US Initial Pledged Equity which have not occurred as of the Effective Date, necessary to transfer or assign, (C) the actions described in Section 4 ...

Page 361
... and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such...

Page 362
... shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Agent to have filed such financing statements or amendments filed prior to the date hereof. Each Grantor will furnish to the Agent from time to time statements and schedules further...

Page 363
..., all property damage insurance payments received by the Agent in connection with any loss, damage or destruction of Inventory will be released by the Agent to the applicable Grantor. Each such policy shall in addition (i) name such Grantor and the Agent as insured parties thereunder (without any...

Page 364
... AND RECEIVABLES No Grantor will change its name, place of business, chief executive office, type of organization, jurisdiction of formation or jurisdiction in which it has tangible personal property from those set forth in Schedule V of this Agreement without first giving at least 15 Business Days...

Page 365
... shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be deposited in the Agent Sweep Account in Canada and either...

Page 366
...'s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) (c) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. In the event...

Page 367
...or payable in the form of instruments or certificates in respect of, or in exchange for, any Security Collateral, shall be promptly delivered to the Agent to hold as Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Secured Parties, be segregated...

Page 368
... and this Agreement, each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit, hereby assigns to the Agent such rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes...

Page 369
... hereby authorizes the Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder and any payments due or to become due in respect thereof are to be made...

Page 370
...and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has...

Page 371
..., by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Agent may determine and without notice to the Grantors unless required by law and no person dealing with the Agent or its servants shall be concerned to inquire whether the security hereby constituted...

Page 372
..., Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at such rate as the Agent deems reasonable, will be added to and form part of the Secured Obligations...

Page 373
..., defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, trustees, agents and advisors (each, an " Indemnified Party ") from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and...

Page 374
... shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Agent or any other Secured Party to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise...

Page 375
... Property IP Agreements Obligor Patents Pledged Debt Pledged Deposit Accounts Pledged Equity PPSA Receivables Receiver Related Contracts Secured Obligations Secured Parties Security Collateral Specified Collateral STA/Recitals Trademarks Trade Secrets SECTION 23 CONTINUING SECURITY INTEREST...

Page 376
all certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral. Upon any such termination, the Agent will, at the applicable Grantor's expense, promptly execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such ...

Page 377
... and the federal laws of Canada applicable therein. SECTION 28 MARSHALLING Neither the Agent nor the Secured Parties shall be required to marshal any present or future collateral security (including but not limited to the Collateral for, or other assurance of payment of, the Secured Obligations or...

Page 378
6 Monogram Place, Suite 200 Toronto, Ontario, M9R 0A1 Facsimile: 416.761.4399 Attention: Legal Department KODAK CANADA INC. By: Name: Title: 28

Page 379
...for the Secured Parties (as defined in the Canadian Security Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc...

Page 380
...similar proceeding involving a Loan Party. SECTION 3 RECORDATION Each Grantor authorizes and requests that the applicable government officer record this IP Security Agreement. SECTION 4 EXECUTION IN COUNTERPARTS This IP Security Agreement may be executed in any number of counterparts, each of which...

Page 381
... laws of the Province of Ontario and the laws of Canada applicable therein. IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. KODAK CANADA INC. By: Name: Title: Address...

Page 382
...for the Secured Parties (as defined in the Canadian Security Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc...

Page 383
..., indemnifications, contract causes of action, costs, expenses or otherwise. SECTION 3 RECORDATION The Grantor authorizes and requests that the applicable government officer to record this IP Security Agreement Supplement. SECTION 4 GRANTS, RIGHTS AND REMEDIES This IP Security Agreement Supplement...

Page 384
IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. By: Name: Title: Address for Notices: 3

Page 385
... dated as of January 20, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code...

Page 386
..., reorganization or similar proceeding involving a Loan Party. SECTION 3 (a) REPRESENTATIONS AND WARRANTIES The undersigned's exact legal name, location, chief executive office, the jurisdiction in which it has tangible personal property, type of organization, jurisdiction of organization and...

Page 387
... of Ontario and the laws of Canada applicable therein. 1 Very truly yours, [NAME OF ADDITIONAL GRANTOR] By: Name: Title: Address for Notices: 1 If the Additional Grantor is not concurrently executing a guaranty or other Loan Document containing provisions relating to submission to jurisdiction...

Page 388
..., dated as of January 20, 2012 (as amended or modified from time to time, the " Credit Agreement ") among Eastman Kodak Company and Kodak Canada Inc., as borrowers, the Lenders (as defined in the Credit Agreement) and Citicorp North America, Inc., as agent for the Lenders (the " Agent "). Terms...

Page 389
... .pdf shall be effective as delivery of an original executed counterpart of this Guaranty Supplement. Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc . (a) THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE...

Page 390
... IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS GUARANTY SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. (e) THE UNDERSIGNED HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT...

Page 391
EXHIBIT G - FORM OF BORROWING BASE CERTIFICATE [TO BE DELIVERED SEPARATELY]

Page 392
EXHIBIT H - FORM OF 13-WEEK PROJECTION [TO BE DELIVERED SEPARATELY]

Page 393
...of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade names, other...

Page 394
... has entered into that certain Debtor-In-Possession Credit Agreement, dated as of January 20, 2012 (the " DIP Credit Agreement "), among the Company and Kodak Canada Inc., as borrowers, the lenders party thereto and the Agent, as agent for the lenders; WHEREAS, concurrently with the entering into...

Page 395
...Agreement . " Company " has the meaning set forth in the preamble to this Agreement. " Default Remedies " means all rights and remedies of any Secured Party in respect of any Collateral, whether arising pursuant to the DIP Credit Agreement, the Collateral Documents, the Orders or applicable law, the...

Page 396
... US Loan Party. " Revolver Collateral Enforcement Actions " has the meaning set forth in Section 4.3(a). " Revolver Collateral Processing and Sale Period " has the meaning set forth in Section 4.3(a). " Revolver Discharge Date " means the date upon which there has been (a) payment in full in cash of...

Page 397
... the Term Facility. " Term Secured Party " means the Term Agent and any holder from time to time of Term Obligations, in their capacity as such. " Type " means either (i) Revolver Collateral or (ii) Term Facility Collateral, as the case may be. 1.2 Terms Generally . The definitions of terms herein...

Page 398
... and properties, including cash, securities, accounts and contract rights. Section 2 2.1 Priorities . Lien Priorities . Each of the Secured Parties hereby covenants and agrees that: (a) Any and all Liens securing Junior Obligations with respect to Collateral of the applicable Type now existing or...

Page 399
... claims on account of Senior Obligations secured by the applicable Type of Collateral, if any, in each case in accordance with the terms of this Agreement; and (iv) the Junior Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests...

Page 400
..., such possession or control is for the benefit of all of the Secured Parties. Upon the applicable Discharge Date, the Revolver Agent (in the case of the Revolver Discharge Date) or the Term Agent (in the case of the Term Discharge Date) shall take such steps, and execute such documents, agreements...

Page 401
... as administrative agent for each applicable Junior Secured Party, agrees that, unless and until the Discharge Date with respect to the Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Parties and the Agent for the Senior Secured Parties...

Page 402
... Patent, Trademark or proprietary information is necessary or appropriate, in the good faith opinion of the Revolver Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner. 4.2 Access to Information . If the Term Agent...

Page 403
... (and with its officers, employees, representatives and agents) in its efforts to conduct Revolver Collateral Enforcement Actions in the Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or...

Page 404
... otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the Term Facility Collateral; and/or (e) taking reasonable actions to protect, secure, and otherwise enforce the rights...

Page 405
...under applicable law; and will not impose upon the Term Agent (or any Term Secured Party) any legal duty, legal liability, expense or risk of uninsured loss; and such indemnity, security and insurance as the Term Agent may reasonably request in connection therewith. Grantor Consent . The Company and...

Page 406
.... All cash proceeds received by the Agent in respect of any exercise of Default Remedies with respect to all or any part of the Collateral shall promptly be applied to the Secured Obligations in accordance with the following order of priority: First : to the Agent for the Senior Secured Parties with...

Page 407
...Collateral of the Type held by that other Agent; and (b) the other Agent and the applicable Secured Parties on whose behalf it holds Liens are entitled to receive and use such information under applicable law and, in doing so, will comply with all obligations imposed by law or contract in respect of...

Page 408
... shall alter the rights or obligations of any Grantor, the Company. 7.5 Governing Law . (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. (b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY...

Page 409
... CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND...

Page 410
... electronic communication equipment of the sender, or on the date five (5) business days after dispatch by certified or registered mail if mailed. 7.8 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the Secured Parties...

Page 411
The Company shall cause each future Grantor to execute and deliver to the Agent an instrument setting forth the same consent and agreement. [ Signature pages follow ] 19

Page 412
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CITICORP NORTH AMERICA, INC. , as Revolver Agent By: Name: Title: _____ CITICORP NORTH AMERICA, INC. , as Term Agent By: Name: _____

Page 413
The undersigned consent to the foregoing Intercreditor Agreement, and accept the benefits of and agree to be bound by Sections 2.3, 3.1, 4.5, 5, 6.1 and 7.13 thereof. [GRANTORS]

Page 414

Page 415
... Credit Agreement dated as of January 20, 2012 (as heretofore amended, supplemented or otherwise modified, the " DIP Credit Agreement ") among Eastman Kodak Company (the " Company "), a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, and Kodak Canada Inc. (" Kodak Canada...

Page 416
... be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. SECTION 6 . Effectiveness . This Amendment shall become effective on the date on which the Agent shall have received counterparts hereof executed by the Loan Parties and by each Term Lender...

Page 417
...Love Name: Title: William G Love Manager Assistant Treasurer EASTMAN KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON...

Page 418
CITICORP NORTH AMERICA, INC. as Administrative Agent By /s/ Shane V. Azzara Name: Shane V. Azzara Title: Director 4

Page 419
TERM LENDERS: CITICORP NORTH AMERICA, INC. By /s/ Shane V. Azzara Name: Shane V. Azzara Title: Director 5

Page 420
... : Citicorp North America, Inc., as the administrative agent under the Credit Agreement Credit Agreement : Debtor-in-Possession Credit Agreement, dated as of January 20, 2012, among Eastman Kodak Company, Kodak Canada Inc., the Lenders from time to time party thereto, and Citicorp North America, Inc...

Page 421
Effective Date: _____, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 7

Page 422

Page 423
Exhibit (4.24) EXECUTION COPY US SECURITY AGREEMENT Dated January 20, 2012 From The Grantors referred to herein as Grantors to Citicorp North America, Inc. as Agent

Page 424
... Section 10. Post-Closing Changes; Collections on Assigned Agreements and Receivables Section 11. As to Intellectual Property Collateral Section 12. Voting Rights; Dividends; Etc. Section 13. As to the Assigned Agreements Section 14. As to Letter-of-Credit Rights and Commercial Tort Claims Section...

Page 425
...Governing Law ...Accounts Receivables and Agreement Collateral Intellectual Property Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number Changes in Name, Location, Etc. Letters of Credit Equipment Locations Inventory Locations...

Page 426
US SECURITY AGREEMENT US SECURITY AGREEMENT dated January 20, 2012 (this " Agreement "), made by Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement, defined herein) (the " ...

Page 427
... account or financial asset in which such security interest would be unlawful or in violation of any Plan or employee benefit agreement, (B) any lease, license, contract, or agreement or other property right (including any United States of America intent-to-use trademark or service mark application...

Page 428
... shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all warrants, rights...

Page 429
... contracts carried in a securities account or commodity account, all security entitlements with respect to all financial assets from time to time credited to the L/C Cash Deposit Account and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments...

Page 430
...production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information...

Page 431
.... Section 4. Delivery and Control of Security Collateral (a) All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such...

Page 432
...when applicable, the Final Order) and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account...

Page 433
..., option or right of others, except for the security interest created under this Agreement, by the Interim Order (and, when applicable, the Final Order) or Liens permitted under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part 8

Page 434
... such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may exist on the date of this Agreement, have been filed in favor of the Agent relating to the Loan Documents or are otherwise permitted under the Credit Agreement...

Page 435
... security in Section 1 of this Agreement as of the date hereof, other than the Deposit Accounts listed on Schedule II hereto. (l) Such Grantor is not a beneficiary or assignee under any letter of credit with a stated amount in excess of $5,000,000 and issued by a United States financial institution...

Page 436
... and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such...

Page 437
... to the Agent; (iii) file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be...

Page 438
..., all property damage insurance payments received by the Agent in connection with any loss, damage or destruction of Inventory will be released by the Agent to the applicable Grantor. Each such policy shall in addition (i) name such Grantor and the Agent as insured parties thereunder (without any...

Page 439
... to or replacements of such Equipment or Inventory, and any proceeds of insurance properly received by or released to such Grantor shall be used by such Grantor, except as otherwise required hereunder, by the Credit Agreement or the Interim Order (and when applicable, the Final Order), to pay or as...

Page 440
...in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary indorsement) to be deposited in the Agent Sweep Account in the United States and either (A) released...

Page 441
...'s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. (c) In the event...

Page 442
... to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, if received by such Grantor, be received in trust for the benefit of the Secured Parties, be segregated from the other property or funds of...

Page 443
... Order (and when applicable, the Final Order), each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Agent, hereby assigns to the Agent such rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters...

Page 444
... hereby authorizes the Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder and any payments due or to become due in respect thereof are to be made...

Page 445
...and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has...

Page 446
... Code or any Order of the Bankruptcy Court entered in connection with the Cases), without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery...

Page 447
... company's financial statements in accordance with GAAP. With respect to the foregoing, the Agent shall provide the Company (with a copy to counsel for the Official Creditors' Committee in the Cases and to the United States Trustee for the Southern District of New York) with seven (7) days' written...

Page 448
...Grantors Initial Pledged Debt Initial Pledged Equity Intellectual Property Collateral Inventory IP Agreements Obligor Patents Pledged Debt Pledged Equity Receivables Related Contracts Secured Obligations Secured Parties Security Collateral Specified Collateral Trademarks Trade Secrets UCC Section 23...

Page 449
...or expiration of all Letters of Credit, or otherwise as set forth in any order of the Bankruptcy Court, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit of the Secured Parties and their respective...

Page 450
... .pdf shall be effective as delivery of an original executed counterpart of this Agreement. Section 26. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. Section 27. Jurisdiction...

Page 451
... of any suit, action or proceeding arising out of or relating to this Agreement in the Bankruptcy Court or any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of...

Page 452
...COMPANY EASTMAN KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD. KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON, INC. QUALEX INC. By_ /s/ William G. Love _____ Name...

Page 453
CITICORP NORTH AMERICA, INC. as Agent By_ /s/ Shane V. Azzara _____ Name: Shane V. Azzara Title: Director 27

Page 454
...France New York Argentina Delaware Chile Romania Austria Canada Germany Netherlands Delaware Hungary Korea (South) Eastman Kodak Company Eastman Kodak Company Laser-Pacific Media Corporation Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company...

Page 455
... shares Kodak Philippines, Ltd. New York Eastman Kodak Company 6,000 6,000 100% 100% Kodak Polska Sp.zo.o* Kodak Portuguesa Limited Kodak Polychrome Graphics Company Ltd.* Kodak Realty, Inc. Poland New York Barbados New York Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company...

Page 456
...Kodak (Near East), Inc. Kodak Portuguesa Limited Debt Issuer Kodak Graphic Communications Canada Co. Kodak Americas, Ltd. Eastman Kodak Company Eastman Kodak Company Principal Amount 2 $126,205,510.00 $3,644,231.70 $16,707,835.50 $4,757,358.60 Currency USD USD USD USD 2 Amount reflects outstanding...

Page 457
SCHEDULE I INVESTMENT PROPERTY PART III OTHER INVESTMENT PROPERTY NONE.

Page 458
..., E. Brunswick, NJ 08816 PNC Bank, Two Tower Center 23rd Floor, E. Brunswick, NJ 08816 PNC Bank, Two Tower Center 23rd Floor, E. Brunswick, NJ 08816 PNC Bank, Two Tower Center 23rd Floor, E. Brunswick, NJ 08816 Citibank, N.A, 388 Greenwich Street 23rd Floor, New York, NY 10013 Contact Information

Page 459
..., PA 15262âˆ'0001 Laser-Pacific Media Corporation Bank of New York Mellon, 500 Ross Street, Suite 154âˆ'1320, Pittsburgh, PA 15262âˆ'0001 Qualex Inc. PNC Bank, Two Tower Center 23rd Floor, E. Brunswick, NJ 08816 Qualex Inc. J P Morgan Chase, 270 Park Ave., New York, NY 10081 Qualex Inc. Bank of...

Page 460
... Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak (Near East), Inc. Kodak Americas, Ltd. Kodak Americas, Ltd. Kodak Americas, Ltd. Kodak Americas...

Page 461
... treatment submitted to the U.S. Securities and Exchange Commission. The omitted information, which has been identified with the symbol "[*]," has been filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended...

Page 462
SCHEDULE III RECEIVABLES AND AGREEMENT COLLATERAL Note Payor Image Sensor Tech Note Payee Eastman Kodak Company Description of Receivable Escrow for Benefit of Eastman Kodak Company Amount $8,000,000 Final Maturity May 7, 2013

Page 463
... 35-1643462 198507-375 16-1306019 2133251 Laser Edit, Inc. Pacific Video, Inc. QLX Photoprocessing QLX Photoprocessing, Inc. QLX Imaging Kodalux Processing Services Event Imaging Solutions Copyrights Grantor Eastman Kodak Company Title Everyday Pictures: Because the Best Moments in Life Reg. No...

Page 464
... Guide to Pointâˆ'andâˆ'Shoot Photography TX5489184 Kodak Pocket Photoguide TX5489083 Everyday Pictures: Because the Best Moments in Life TX5439509 Happen Every Day More Slides - Planning, Producing and Presenting Digital TX3861333 Images Basic Police Photography RE6000936 How to Organize a Camera...

Page 465
...Cases Date Opened Type of Action Breach of Contract Breach of Contract Breach of Contract Asserted Patents Trial Date N/A N/A N/A Trial date not yet scheduled Trial date not yet scheduled Trial date not yet scheduled Outside Counsel Wilmer Hale Wilmer Hale Wilmer Hale Kodak v. Kyocera 6/22/2010...

Page 466
... 198507-375 2133251 343 State Street Rochester, New York 14650 Creo Manufacturing America 1821 Logan Avenue, LLC Cheyenne, WY 82001 Eastman Kodak International 343 State Street Capital Company, Inc. Rochester, NY 14650 Far East Development Ltd. 343 State Street Rochester, NY 14650 FPC Inc. 6677...

Page 467
... VI CHANGES IN NAME, LOCATION, ETC. WITHIN TWELVE MONTHS PRIOR TO THE DATE OF THE AGREEMENT Grantor Chief Executive Office Type of Organization LLC Jurisdiction of Organization Wyoming Organizational ID Number 200400460497 Creo Manufacturing America PRIOR ADDRESS FOR LLC EXECUTIVE OFFICE: 1720...

Page 468
SCHEDULE VII LETTERS OF CREDIT None.

Page 469
... Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Location Kodak Research Labs, 1999 Lake Avenue, Rochester, NY 14650 Eastman Business Park 1964 & 1991 Lake Avenue Rochester, NY 14652 Kodak Office 343 State Street Rochester, NY 14650 Kodak...

Page 470
...Grantor Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Eastman Kodak Company Location Eastman Business Park Rochester, NY 14652...

Page 471
... Exedea, Inc. EKC v. FujiFilm Corporation Eastman Kodak Co. v. Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. and Samsung Telecommunications America, LLC Venue International Trade Commission U.S. District Court, Western District of New York U.S. District Court, Western District of...

Page 472
... to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), has entered into a Debtor-in-Possession Credit Agreement dated as of January 20, 2012 (as amended...

Page 473
..., and supporting obligations relating to, any and all of the Collateral of or arising from any of the foregoing. SECTION 2. Security for Obligations . In addition to the security for the payment of the Secured Obligations to the Secured Parties provided by the Interim Order (and when applicable, the...

Page 474
... the terms and provisions of which are incorporated herein by reference as if fully set forth herein. SECTION 6. Governing Law . This IP Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 3

Page 475
... has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. EASTMAN KODAK COMPANY By _____ Name: Title: Address for Notices NAME OF GRANTOR] By _____ Name: Title: Address for Notices NAME OF GRANTOR] By...

Page 476
... dated _____, 20__, is made by the Person listed on the signature page hereof (the " Grantor ") in favor of Citicorp North America, Inc., as Agent (the " Agent ") for the Secured Parties (as defined in the Credit Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation...

Page 477
...and provisions of which are incorporated herein by reference as if fully set forth herein. SECTION 5. Governing Law . This IP Security Agreement Supplement shall be governed by, and construed in accordance with, the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 2

Page 478
IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. By_____ Name: Title: Address for Notices 3

Page 479
... Credit Agreement dated as of January 20, 2012 (as amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-inpossession in a case pending under Chapter 11 of the Bankruptcy Code...

Page 480
... the laws of the State of New York and (to the extent applicable) the Bankruptcy Code. 3 Very truly yours, [NAME OF ADDITIONAL GRANTOR] The undersigned is not a beneficiary or assignee under any letter of credit, other than the letters of credit described in Schedule I By _____ Title: Address for...

Page 481
5

Page 482

Page 483
Exhibit (4.25) EXECUTION VERSION CANADIAN SECURITY AGREEMENT Dated January 20, 2012 From The Grantors referred to herein as Grantors to Citicorp North America, Inc. as Agent

Page 484
... DELIVERY AND CONTROL OF SECURITY COLLATERAL MAINTAINING THE ACCOUNT COLLATERAL REPRESENTATIONS AND WARRANTIES FURTHER ASSURANCES AS TO EQUIPMENT AND INVENTORY INSURANCE POST-CLOSING CHANGES; COLLECTIONS ON ASSIGNED AGREEMENTS AND RECEIVABLES AS TO INTELLECTUAL PROPERTY COLLATERAL VOTING RIGHTS...

Page 485
... Deposit Accounts Receivables and Agreement Collateral Intellectual Property Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization, Organizational Identification Number and Jurisdictions of Tangible Personal Property [Reserved] Letters of Credit Equipment Locations...

Page 486
... " Agent ") for the Secured Parties (as hereinafter defined). PRELIMINARY STATEMENTS (1) Reference is made to the Debtor-in-Possession Credit Agreement, dated as of January 20, 2012, among the Borrower, Eastman Kodak Company (the " Company "), the Subsidiaries of the Company party thereto, the Agent...

Page 487
... other account or financial asset in which such security interest would be unlawful or in violation of any Plan or employee benefit agreement, (B) subject to Section 3(b), any lease, license, contract, or agreement or other property right (" Contractual Rights "), to which any Grantor is a party or...

Page 488
... shares or other equity interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other equity interests and all warrants, rights...

Page 489
... or futures account, all security entitlements with respect to all financial assets from time to time credited to the Pledged Deposit Accounts and all financial assets, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received...

Page 490
...production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information...

Page 491
..., and (B) cash; and (k) all books, papers, accounts, invoices, documents and other records in any form evidencing or relating to any of the property described in this Section 1 and all contracts, instruments and other rights and benefits in respect thereof and all replacements of, substitutions...

Page 492
... owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 60 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its...

Page 493
... In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the Agent, and...

Page 494
... under the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part of such Collateral or listing such Grantor or any trade name of such Grantor as debtor is on file in any recording office, except such as may exist on the date of this...

Page 495
...,000 and issued by a United States or Canadian financial institution as of the date hereof, other than the letters of credit described in Schedule VII hereto. (m) This Agreement creates in favour of the Agent for the benefit of the Secured Parties a valid security interest in the Collateral granted...

Page 496
... statements under the PPSA, which financing statements or financing change statements, as the case may be, have been duly filed and are in full force and effect, (B) certain corporate actions by the holders or issuers of non-US Initial Pledged Equity which have not occurred as of the Effective Date...

Page 497
... and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such...

Page 498
... be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Agent to have filed such financing statements or amendments filed prior to the date hereof. (c) Each Grantor will furnish to the Agent from time to time statements and schedules further...

Page 499
..., all property damage insurance payments received by the Agent in connection with any loss, damage or destruction of Inventory will be released by the Agent to the applicable Grantor. Each such policy shall in addition (i) name such Grantor and the Agent as insured parties thereunder (without any...

Page 500
... RECEIVABLES (a) No Grantor will change its name, place of business, chief executive office, type of organization, jurisdiction of formation or jurisdiction in which it has tangible personal property from those set forth in Schedule V of this Agreement without first giving at least 15 Business Days...

Page 501
... shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be deposited in the Agent Sweep Account in Canada and either...

Page 502
...'s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. (c) In the event...

Page 503
...or payable in the form of instruments or certificates in respect of, or in exchange for, any Security Collateral, shall be promptly delivered to the Agent to hold as Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Secured Parties, be segregated...

Page 504
... by the Credit Agreement and this Agreement, each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit, hereby assigns to the Agent such rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which...

Page 505
... hereby authorizes the Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder and any payments due or to become due in respect thereof are to be made...

Page 506
...and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has...

Page 507
..., by private sale or otherwise either for cash or upon credit upon such terms and conditions as the Agent may determine and without notice to the Grantors unless required by law and no person dealing with the Agent or its servants shall be concerned to inquire whether the security hereby constituted...

Page 508
..., Receiver and accounting fees and expenses, and in every such case the amounts so paid together with all costs, charges and expenses incurred in connection therewith, including interest thereon at such rate as the Agent deems reasonable, will be added to and form part of the Secured Obligations...

Page 509
..., and/or then or at any time thereafter shall be applied in whole or in part by the Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations, in accordance with Section 6.04 of the Credit Agreement; (p) all payments received by any Grantor under or in...

Page 510
..., defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, trustees, agents and advisors (each, an " Indemnified Party ") from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and...

Page 511
... Inventory Investment Property IP Agreements Obligor Patents Pledged Debt Pledged Deposit Accounts Pledged Equity PPSA Receivables Receiver Related Contracts Secured Obligations Secured Parties Security Collateral Specified Collateral STA/Recitals Trademarks Trade Secrets Section 1(h) Section...

Page 512
...certificates representing any Pledged Equity released and all notes and other instruments representing any Pledged Debt, Receivables or other Collateral,... Agent, at least five Business Days prior to the date such documents are required by Grantor, or such lesser period of time agreed by the Agent, ...

Page 513
... and the federal laws of Canada applicable therein. SECTION 28 MARSHALLING Neither the Agent nor the Secured Parties shall be required to marshal any present or future collateral security (including but not limited to the Collateral for, or other assurance of payment of, the Secured Obligations or...

Page 514
6 Monogram Place, Suite 200 Toronto, Ontario, M9R 0A1 Facsimile: 416.761.4399 Attention: Legal Department KODAK CANADA INC. By: Name: Title: /s/ William G. Love William G. Love Assistant Secretary and Assistant Treasurer CITICORP NORTH AMERICA, INC. as Agent By: Name: Title: /s/ Shane V. Azzara ...

Page 515
... Number of Percentage of Shares Outstanding Shares Pledged Pledged INVESTMENT PROPERTY Part II Initial Pledged Debt Grantor Kodak Canada Inc. Kodak Canada Inc. Kodak Canada Inc. Debt Issuer Eastman Kodak Company Kodak Graphic Communications Canada Company Qualex, Inc. (United States) Description...

Page 516
INVESTMENT PROPERTY Part III Other Investment Property Grantor Issuer Name of Investment None over $5,000,000 2 Certificate No(s) Other Identification

Page 517
... Desjardins, 14 Place de Commerce Bureau 150, Verdun, QuÃ©bec Canada H3E IT5 Account Number Contact Name Contact Information USD ACCOUNTS Grantor Kodak Inc. Kodak Inc. Kodak Inc. Name and Address of Bank CanadaScotiabank, 44 King Street West Toronto, Ontario, Canada M5H 1H1 CanadaScotiabank...

Page 518
Schedule III to the Canadian Security Agreement RECEIVABLES AND AGREEMENT COLLATERAL Grantor Note Payee Description of Receivable None over $5,000,000 Amount ($M) Final Maturity

Page 519
Schedule IV to the Canadian Security Agreement INTELLECTUAL PROPERTY A. Patents No Patents Held for Sale No Patents B. Domain Names and Trademarks Domain Names: kodak.ca kodakgallery.ca shopkodak.ca Trademarks - to be provided separately C. Copyrights No Copyrights D. Claims None

Page 520
... IDENTIFICATION NUMBER Grantor Kodak Canada Inc Location Ontario Chief Executive Office 6 Monogram Place, Suite 200, Toronto, Ontario, M9R 0A1 Type of Organization Corporation Jurisdiction of Organization Ontario Corporation Number 001841028 Location of Tangible Personal Property: 4 Place du...

Page 521
Schedule VI to the Canadian Security Agreement [Reserved]

Page 522
Schedule VII to the Canadian Security Agreement LETTERS OF CREDIT Financial Institution Beneficiary (Grantor) Issuing Letter of Credit Nominated Person (if any) Account Party None over $5,000,000 Number Maximum Available Amount Date

Page 523
Schedule VIII to the Canadian Security Agreement EQUIPMENT LOCATIONS Grantor None over $5,000,000 Location

Page 524
Schedule IX to the Canadian Security Agreement INVENTORY LOCATIONS Grantor None over $5,000,000 Location

Page 525
...for the Secured Parties (as defined in the Canadian Security Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc...

Page 526
...similar proceeding involving a Loan Party. SECTION 3 RECORDATION Each Grantor authorizes and requests that the applicable government officer record this IP Security Agreement. SECTION 4 EXECUTION IN COUNTERPARTS This IP Security Agreement may be executed in any number of counterparts, each of which...

Page 527
... laws of the Province of Ontario and the laws of Canada applicable therein. IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. KODAK CANADA INC. By: Name: Title: Address...

Page 528
...for the Secured Parties (as defined in the Canadian Security Agreement referred to below). WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc...

Page 529
..., indemnifications, contract causes of action, costs, expenses or otherwise. SECTION 3 RECORDATION The Grantor authorizes and requests that the applicable government officer to record this IP Security Agreement Supplement. SECTION 4 GRANTS, RIGHTS AND REMEDIES This IP Security Agreement Supplement...

Page 530
IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. By: Name: Title: Address for Notices: 3

Page 531
... dated as of January 20, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code...

Page 532
..., reorganization or similar proceeding involving a Loan Party. SECTION 3 REPRESENTATIONS AND WARRANTIES (a) The undersigned's exact legal name, location, chief executive office, the jurisdiction in which it has tangible personal property, type of organization, jurisdiction of organization and...

Page 533
... Province of Ontario and the laws of Canada applicable therein. 1 Very truly yours, [NAME OF ADDITIONAL GRANTOR] By: Title: Address for Notices: 1 If the Additional Grantor is not concurrently executing a guaranty or other Loan Document containing provisions relating to submission to jurisdiction...

Page 534

Page 535
...of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts, properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade names, other...

Page 536
... has entered into that certain Debtor-In-Possession Credit Agreement, dated as of January 20, 2012 (the " DIP Credit Agreement "), among the Company and Kodak Canada Inc., as borrowers, the lenders party thereto and the Agent, as agent for the lenders; WHEREAS, concurrently with the entering into...

Page 537
... Agreement. " Company " has the meaning set forth in the preamble to this Agreement. " Default Remedies " means all rights and remedies of any Secured Party in respect of any Collateral, whether arising pursuant to the DIP Credit Agreement, the Collateral Documents, the Orders or applicable law, the...

Page 538
... US Loan Party. " Revolver Collateral Enforcement Actions " has the meaning set forth in Section 4.3(a). " Revolver Collateral Processing and Sale Period " has the meaning set forth in Section 4.3(a). " Revolver Discharge Date " means the date upon which there has been (a) payment in full in cash of...

Page 539
... the Term Facility. " Term Secured Party " means the Term Agent and any holder from time to time of Term Obligations, in their capacity as such. " Type " means either (i) Revolver Collateral or (ii) Term Facility Collateral, as the case may be. 1.2 Terms Generally. The definitions of terms herein...

Page 540
...be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances and (2) any provision of the UCC or any applicable law or any...

Page 541
... claims on account of Senior Obligations secured by the applicable Type of Collateral, if any, in each case in accordance with the terms of this Agreement; and (iv) the Junior Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests...

Page 542
..., such possession or control is for the benefit of all of the Secured Parties. Upon the applicable Discharge Date, the Revolver Agent (in the case of the Revolver Discharge Date) or the Term Agent (in the case of the Term Discharge Date) shall take such steps, and execute such documents, agreements...

Page 543
... as administrative agent for each applicable Junior Secured Party, agrees that, unless and until the Discharge Date with respect to the Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Parties and the Agent for the Senior Secured Parties...

Page 544
... Patent, Trademark or proprietary information is necessary or appropriate, in the good faith opinion of the Revolver Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner. 4.2 Access to Information . If the Term Agent...

Page 545
... (and with its officers, employees, representatives and agents) in its efforts to conduct Revolver Collateral Enforcement Actions in the Revolver Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or...

Page 546
... discretion extend the Revolver Collateral Processing and Sale Period for an additional period of time. (ii) During the period of actual occupation, use and/or control by the Revolver Secured Parties and/or the Revolver Agent (or their respective employees, agents, advisers and representatives) of...

Page 547
... Revolver Agent or its officers, employees and agents in connection therewith or incidental thereto: (i) (ii) and (b) such indemnity, security and insurance as the Term Agent may reasonably request in connection therewith. will be permitted, lawful and enforceable under applicable law; and will not...

Page 548
.... All cash proceeds received by the Agent in respect of any exercise of Default Remedies with respect to all or any part of the Collateral shall promptly be applied to the Secured Obligations in accordance with the following order of priority: First : to the Agent for the Senior Secured Parties with...

Page 549
...Collateral of the Type held by that other Agent; and (b) the other Agent and the applicable Secured Parties on whose behalf it holds Liens are entitled to receive and use such information under applicable law and, in doing so, will comply with all obligations imposed by law or contract in respect of...

Page 550
... be effective until all of the obligations to take action on and after the applicable Discharge Date shall be complete. This is a continuing agreement and the Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations...

Page 551
... CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND...

Page 552
...or electronic communication equipment of the sender, or on the date five (5) business days after dispatch by certified or registered mail if mailed. 7.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the Secured Parties...

Page 553
... WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CITICORP NORTH AMERICA, INC. , as Revolver Agent By: /s/ Shane V. Azzara Name: Shane V. Azzara Title: Director CITICORP NORTH AMERICA, INC. , as Term Agent By: /s/ Shane V. Azzara Name: Shane V. Azzara...

Page 554
The undersigned consent to the foregoing Intercreditor Agreement, and accept the benefits of and agree to be bound by Sections 2.3, 3.1, 4.5, 5, 6.1 and 7.13 thereof.

Page 555
...COMPANY EASTMAN KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD. KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON, INC. QUALEX INC. By_ /s/ William G. Love _____ Name...

Page 556

Page 557
... patent portfolio project (Project Komodo), I am pleased to inform you of your eligibility to participate in a one-time Individualized Special Performance Bonus Plan associated with the above project. For purposes of this letter, "Kodak" refers to Eastman Kodak Company, and its related affiliates...

Page 558
award. The net amount will be based on the tax year in which you terminate employment with Kodak and will be calculated by Kodak. You also agree, except as prohibited by law, that your obligations to repay Kodak under the terms of this letter may be satisfied by Kodak, at its option with or without ...

Page 559
... or any other person in Kodak to whom you have a reporting relationship in any capacity; or viii. your breach of Kodak's Business Conduct Guide or the Eastman Kodak Company Executive Employee's Agreement. K. Disability For purposes of this letter, the term "Disability" means disability under the...

Page 560
Disability Plan. 2

Page 561
... by the laws of the State of New York without giving effect to principles of conflicts of laws. ***** Please indicate your acceptance of the terms and conditions of this letter agreement by signing your name on the signature line provided and return the signed original of this letter directly to...

Page 562
Signature: /s/ Laura G. Quatela Laura G. Quatela Date: November 7, 2011 Eastman Kodak Company â€¢ 343 State Street â€¢ Rochester, NY 14650-0233 Phone: 585-724-7674 â€¢ Fax: 585-724-1655 â€¢ Email: [email protected] 3

Page 563
October 31, 2011 Appendix A Target and Minimum Performance Goals The Company is exploring strategic options for the sale or other disposition of two of its patent portfolios relating to digital capture and Kodak Imaging Systems and Services ("KISS") (the "IP Assets") to one or more Buyers (Project ...

Page 564

Page 565
... letter will constitute an agreement between Eastman Kodak Company ("Kodak") and you. Its purpose is to confirm that you have accepted a new assignment reporting to the Chairman and Chief Executive Officer and the terms of your termination of employment from Kodak in the event that your new position...

Page 566
... ("EXCEL") plan or Long Term Incentive plans. B. Other Termination Benefits . Your eligibility for other Termination Benefits will be determined according to the terms and conditions set forth in Kodak's employee benefit plans. C. Death. In the event that you die after your Last Day of Work but...

Page 567
... In the event you fail to sign the release, or once signed make an effective revocation of the release, you will not be entitled to any of the Termination Benefits. 9. Executive Employee's Agreement During your employment by Kodak, you signed an "Eastman Kodak Company Executive Employee's Agreement...

Page 568
... Benefits. When performing these services at Kodak's request, except where prohibited by law, Kodak will reimburse you for reasonable travel and lodging expenses that you incur upon submission of documentation acceptable to Kodak. By way of illustration and not by way of limitation, the types...

Page 569
... giving effect to principles of conflicts of laws. Disputes arising under this letter agreement will be adjudicated within the exclusive jurisdiction of a state or federal court located in Monroe County, New York. Neither party waives any right it may have to remove such an action to the United...

Page 570
...trustee, employee or agent of any other enterprise at the request of the Company, the provisions of Article 8, Section 2(a) of the Company's bylaws shall apply to such Claims. Your signature below means that: 1. 2. 3. You have had ample opportunity to discuss the terms and conditions of this letter...

Page 571
... please sign your name on the signature line provided below. Once the letter agreement is signed, please return it directly to my attention. Very truly yours, Patrick M. Sheller Enclosure I accept the terms and conditions of this letter agreement. Signed : /s/ Robert L Berman Robert L. Berman Dated...

Page 572

Page 573
... Loss from continuing operations before provision for income taxes Adjustments: Undistributed (earnings) loss of equity ...to fixed charges $ 2011 (758) $ 156 29 2 (571) $ 2010 Year Ended December 31 2009 (561) $ 149 32 2 (378) $ (117) $ 119 36 2 40 2008 (874) $ 108 39 2 (725) $ 2007 (257) (1) 143...

Page 574
... Shanghai Da Hai Camera Co., Ltd. Kodak Polychrome Graphics Company Ltd. Kodak Japan Ltd. K. K. Kodak Information Systems Organized Under Laws of New Jersey California California Delaware Delaware Canada Canada Argentina Chile New York Venezuela New York Singapore New York England England India...

Page 575
...Kodak, S.A. Kodak Nordic AB Organized Under Laws of South Korea New Zealand Australia Egypt Malaysia Delaware Mexico Mexico Mexico Denmark Belgium Norway Switzerland Thailand Austria Hungary Finland Italy New York Spain Sweden Note: Subsidiary Company names are indented under the name of the parent...

Page 576

Page 577
... and No. 333-57729) of Eastman Kodak Company of our report dated February 28, 2012 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP...

Page 578
...'s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 29, 2012 /s/ Antonio M. Perez...

Page 579
...ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 29, 2012 /s/ Antoinette P. McCorvey...

Page 580
... with the Annual Report of Eastman Kodak Company (the "Company") on Form 10-K for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Antonio M. Perez, Chairman and Chief Executive Officer of the Company, certify, pursuant...

Page 581
... connection with the Annual Report of Eastman Kodak Company (the "Company") on Form 10-K for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Antoinette P. McCorvey, Chief Financial Officer of the Company, certify, pursuant...

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