Kodak 2011 Annual Report Download - page 299

EXHIBIT A-2 -
FORM OF
TERM NOTE
[TO BE COMPLETED PRIOR TO ISSUANCE WITH: (1) APPROPRIATE LENDER INFORMATION, (2) THE EFFECTIVE DATE, UPON
ISSUANCE TO AN INITIAL LENDER, OR THE DATE OF ASSIGNMENT, AND (3) A PRINCIPAL AMOUNT UP TO THE LENDER’S
COMMITMENT]
U.S.$_________________
FOR VALUE RECEIVED, the undersigned, EASTMAN KODAK COMPANY (the “ Borrower ”),
HEREBY PROMISES TO PAY to
the order of __________________________ (the “ Lender ”)
for the account of its Applicable Lending Office on the Termination Date (each as defined in
the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Commitment in figures] pursuant to the Debtor-in-
Possession
Credit Agreement, dated as of January 20, 2012, among the Borrowers, the Lender and certain other lenders party thereto, and Citicorp North America, Inc.,
as Agent for the Lender and such other lenders (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 of the Term Loan from the date of such Term Loan until such
principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Agent, at
1615 Brett Road, New Castle, DE 19720 Attn: Tracey Wilson, in same day funds.
This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (i) provides for the making of Term Loans by the Lender to the Borrower from time to time in an aggregate amount not to exceed at
any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from the Term Loan being evidenced by this
Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.