Kodak 2011 Annual Report Download - page 235

(1), (B) any repayments of subordinated Debt to the Loan Parties that was permitted to be incurred under this Agreement, (C) conversion 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 the proceeds of any
Permitted Refinancing or (ii) amend, modify or change in any manner adverse to the Lenders any term or condition of any subordinated Debt.
(k) Transactions with Affiliates . Conduct or enter into, or permit any of its Subsidiaries to conduct or enter into, any transactions
otherwise permitted under this Agreement with any of its or their Affiliates except on terms that are fair and reasonable and no less favorable to the
Company or such Subsidiary than it would obtain in a comparable arm’s-length transaction (determined in the reasonable judgment of the Company) with a
Person not an Affiliate, other than (i) intercompany transactions among the Company and its wholly-owned Subsidiaries, (ii) fees and other benefits to non-
officer directors of the Company and its Subsidiaries and (iii) employment, severance and other similar arrangements and employee benefits with officers
and employees of the Company and its Subsidiaries.
(l) Negative Pledges . Not, and not permit any Subsidiary to, enter into any agreement prohibiting the creation or assumption of any
Lien upon any of its properties or assets, whether now owned or hereafter acquired, except with respect to (a) specific property encumbered to secure
payment of particular Debt or to be sold pursuant to an executed agreement with respect to a Disposition or IP License permitted hereunder, (b) restrictions
set forth in the documents governing the Existing Second Lien Debt, in the Indenture and in the documents governing other existing Indebtedness as set
forth on Schedule 5.02(l) and (c) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases,
licenses and similar agreements entered into in the ordinary course of business ( provided
, that such restrictions are limited to the property or assets secured
by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be).
(m) Hedge Agreements . Not, and not permit any of its Subsidiaries to, enter into any Hedge Agreement, other than Hedge
Agreements entered into in the ordinary course of business and not for speculative purposes.
(n) Changes to Organization Documents and Material Agreements . Amend, modify or waive, or permit any of its Subsidiaries to
amend, modify or waive, (i) its certificate of incorporation, by-laws or other organizational documents or (ii) its rights and obligations under any material
contractual obligation or agreement, in each case to if such amendment, modification or waiver could reasonably be expected to materially adversely affect
the interests of the Lenders.
(o) Sale Leaseback Transactions . Except as otherwise set forth on schedule 5.02(o), not, and not permit any of its Subsidiaries to,
enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now
owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or
purposes as the property sold or transferred, except for any such sale of any fixed or capital asset that is made for cash consideration in an amount not less
than the cost of such fixed or capital asset and is consummated within 90 days after the Company or such Subsidiary acquires or completes the construction
of such asset.
(p) Creation of Subsidiaries . Not, and not permit any of its Subsidiaries that is a Loan Party to, establish, create or acquire any
Subsidiary unless the Company or such Subsidiary that is a Loan Party shall have caused the requirements of Section 5.01(h) with respect to such
established, created or acquired Subsidiary, and the assets and equity interests of such established, created or acquired Subsidiary, to be satisfied.
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