Kodak 2011 Annual Report Download - page 191

Letters of Credit Issued for Subsidiaries
. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a
Subsidiary, the Company shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The
Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the
Company’s business derives substantial benefits from the businesses of such Subsidiaries.
SECTION 2.04. Fees . (a) Commitment Fee . The Borrowers agree to pay to the Agent for the account of each applicable Revolving
Lender a commitment fee on the aggregate amount of such Lender’s Unused Revolving Credit Commitment from the Effective Date until the Termination
Date calculated by multiplying such Lender’s Unused Revolving Credit Commitment by the Applicable Percentage, payable in arrears quarterly on the last
day of each January, April, July and October and on the Termination Date; provided , however , that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
(b) Letter of Credit Fees . (i) 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 equal to the Applicable Margin for Eurodollar Rate Revolving Loans in effect from time to time during
such calendar quarter, payable in arrears quarterly on the last day of each January, April, July and October, and on the Termination Date; provided that the
Applicable Margin shall be 2% above the Applicable Margin in effect if the Company is required to pay default interest pursuant to Section 2.07(b) .
(ii) The Company shall pay to each Issuing Bank, for its own account, a fronting fee (which shall accrue at a rate of 0.25% per annum
on the daily amount available to be drawn on each Letter of Credit issued by such Issuing Bank) and such other commissions, issuance fees, transfer fees
and other fees and charges in connection with the Issuance or administration of each Letter of Credit issued by such Issuing Bank as the Company and such
Issuing Bank shall agree.
(c) Other Fees . The Company shall pay to the Agent (or to the Affiliate(s) of the Agent so designated by the Agent) the fees set forth
in the fee letter dated January 17, 2012 between the Company and Citigroup Global Markets Inc. (“ CGMI ”), as such fee letter may from time to time be
amended by the Company and CGMI, as and when such fees are due and payable pursuant to the terms thereof.
SECTION 2.05. Termination or Reduction of the Commitments . (a) Optional . The Borrowers shall have the right, upon at least
three Business Days’ notice to the Agent, to terminate in whole or permanently reduce in part the Unissued Letter of Credit Commitments and the Unused
Revolving Credit Commitments; provided , however , that each partial reduction of a Facility (i) shall be in an aggregate amount of $5,000,000 and an
integral multiple of $1,000,000 in excess thereof and (ii) if made under any Revolving Credit Facility, shall be made ratably among the Lenders in
accordance with their Revolving Credit Commitments in respect of such Revolving Credit Facility.
(b) Mandatory . The US Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the
US Revolving Credit Facility by the amount, if any, by which the amount of such Letter of Credit Facility exceeds the US Revolving Credit Facility after
giving effect to such reduction of the US Revolving Credit Facility.
SECTION 2.06. Repayment of Loans . (a) Revolving Credit Facility . The applicable Borrower shall repay to the Agent for the
ratable account of each applicable Lender on the Termination
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