Kodak 2011 Annual Report Download - page 145

DEBTOR-IN-POSSESSION 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 ”
and,
together with the Company, the “ Borrowers ” and each, a “ Borrower ”), the US Subsidiaries of the Company party hereto, each a Debtor and Debtor-in-
Possession under Chapter 11 of the Bankruptcy Code, as US Subsidiary Guarantors, the Subsidiaries of Kodak Canada party hereto, as Canadian Subsidiary
Guarantors, the banks, financial institutions and other institutional lenders (the “ Lenders ”)
and issuers of letters of credit from time to time party hereto,
CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner, CITICORP NORTH AMERICA, INC., as syndication agent, and
CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders, agree as follows:
INTRODUCTORY STATEMENT
On January 19, 2012 (the “ Petition Date ”),
the Company (such term and each other capitalized term used but not otherwise defined herein having
the meaning assigned to it in Section 1.01 ) and each of the US Subsidiary Guarantors (collectively, the “ Debtors ”)
filed voluntary petitions with the
Bankruptcy Court initiating their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the cases of the Company and the US
Subsidiary Guarantors, each a “ Case ” and collectively, the “ Cases ”)
and have continued in the possession of their assets and in the management of their
business pursuant to Sections 1107 and 1108 of the Bankruptcy Code.
The Company and Kodak Canada have requested that the Lenders provide them with (i) a revolving credit and letter of credit facility in an
aggregate principal amount not to exceed $250,000,000, of which $225,000,000 will be available to the Company and $25,000,000 will be available to
Kodak Canada and (ii) a term loan facility in an aggregate principal amount not to exceed $700,000,000 (the “ Term Facility ”),
which will be available
only to the Company. All of the Company’
s obligations under the Facilities are to be guaranteed by the US Subsidiary Guarantors, and all of Kodak
Canada’
s obligations under the Facilities are to be guaranteed by the Company, the US Subsidiary Guarantors and the Canadian Subsidiary
Guarantors. The Lenders are willing to extend or continue, as the case may be, such credit to the Borrowers on the terms and subject to the conditions set
forth herein.
The respective priorities of the Facilities with respect to the Collateral of the Debtors shall be as set forth in the Interim Order and the Final Order,
in each case upon entry thereof by the Bankruptcy Court, and in the Intercreditor Agreement.
All of the claims and the Liens granted under the Orders and the Loan Documents by the Debtors to the Agent and the Lenders in respect of the
Facilities shall be subject to the Carve-Out.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto hereby agree as follows:
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