Kodak 2011 Annual Report Download - page 188

The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder
to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such
other Lender on the date of any Borrowing.
(e)
Each Revolving Lender may, at its option, make any Revolving Loan available to Kodak Canada by causing any foreign or
domestic branch or Affiliate of such Lender to make such Revolving Loan; provided
that any exercise of such option shall not affect the obligation of
Kodak Canada to repay such Revolving Loan in accordance with the terms of this Agreement.
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit
(a) Request for Issuance . (i)
Each Letter of Credit shall be issued upon notice, given not 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 thereof. Each such notice by the Company of
Issuance of a Letter of Credit (a “ Notice of Issuance ”)
shall be by telephone, confirmed promptly in writing, or by telecopier (or any other electronic
means agreed to by the Agent), specifying therein the requested (A) date of such Issuance (which shall be a Business Day), (B) Available Amount of such
Letter of Credit, (C) expiration date of such Letter of Credit (which shall not be later than 10 Business Days before the Termination Date), (D) name and
address of the beneficiary of such Letter of Credit, (E) form of such Letter of Credit, such Letter of Credit shall be issued pursuant to such application and
agreement for letter of credit as such Issuing Bank and the Company shall agree for use in connection with such requested Letter of Credit (a “
Letter of
Credit Agreement ”)
and (F) such other matters as the applicable Issuing Bank may require. In the case of a request for an amendment of any outstanding
Letter of Credit, such Notice of Issuance shall specify in form and detail satisfactory to the applicable Issuing Bank, (A) the Letter of Credit to be amended,
(B) the proposed date of amendment thereof (which shall be a Business Day), (C) the nature of the proposed amendment and (D) such other matters as the
applicable Issuing Bank may require. Additionally, the Company shall furnish to the applicable Issuing Bank and the Agent such other documents and
information pertaining to such requested Letter of Credit issuance or amendment, as such Issuing Bank or the Agent may require. If the requested form of
such Letter of Credit is acceptable to the applicable Issuing Bank in its reasonable discretion (it being understood that any such form shall have only explicit
documentary conditions to draw and shall not include discretionary conditions), such Issuing Bank will, upon fulfillment of the applicable conditions set
forth in Section 8.02 , make such Letter of Credit available to the Company at its office referred to in Section 9.02
or as otherwise agreed with the Company
in connection with such Issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.
(ii) No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any
governmental authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law
applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any governmental authority with
jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the
Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital
requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such
Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which such Issuing Bank in good faith
deems material to it; (B)
except as otherwise agreed by the Agent and such Issuing Bank, the Letter of Credit is in an initial stated amount less than
$100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby
44