Kodak 2011 Annual Report Download - page 303

EXHIBIT C -
FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Debtor-in-
Possession Credit Agreement, dated as of January 20, 2012 (as amended, restated, supplemented or
modified from time to time, the “ Credit Agreement ”)
among Eastman Kodak Company and Kodak Canada Inc., as borrowers, the Lenders (as defined in
the Credit Agreement) and Citicorp North America, Inc., as agent for the Lenders (the “ Agent ”).
Terms defined in the Credit Agreement are used herein
with the same meaning.
The “Assignor” and the “Assignee” referred to on Schedule 1 hereto agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor’
s rights and obligations under the [US Revolving Credit Facility / Canadian Revolving Credit Facility / Term Facility] of the
Credit Agreement as of the date hereof equal to the amount of the Assignor’
s Commitment specified for the [US Revolving Credit Facility / Canadian
Revolving Credit Facility / Term Facility] on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement as specified on
Schedule 1 hereto [together with participations in Letters of Credit held by the Assignor on the date hereof]. After giving effect to such sale and assignment,
the Assignee’s Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1 hereto.
2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection
with, the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under
the Loan Documents or any other instrument or document furnished pursuant thereto; [and (iv) attaches the Notes[, if any] held by the Assignor [and
requests that the Agent exchange such Note for a new Note payable to the order of [the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto or new Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and] the Assignor in an amount equal to the Commitment retained by the Assignor under the Credit Agreement, [respectively,] as specified on
Schedule 1 hereto].
3. The Assignee (i) confirms that it has received a copy of the Credit Agreement and (ii) thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and