Kodak 2011 Annual Report Download - page 310

US SECURITY AGREEMENT
US SECURITY AGREEMENT dated January [ ], 2012 (this “ Agreement ”), made by Eastman Kodak Company, a New Jersey
corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement, defined
herein) (the “ Company ”), and the Subsidiaries of the Company listed on the signature pages hereof, each of which is a debtor and debtor-in-possession, or
which at any time execute and deliver a Security Agreement Supplement in substantially the form attached hereto as Exhibit C (the Company and such
Subsidiaries, collectively, the “ Grantors ”), to Citicorp North America, Inc., as Agent (in such capacity, together with any successor Agent appointed
pursuant to Article VIII of the Credit Agreement, the “ Agent ”) for the Secured Parties (as hereinafter defined).
PRELIMINARY STATEMENTS.
(1) Reference is made to the Debtor-in-Possession Credit Agreement, dated as of January 20, 2012, among the Company, Kodak
Canada, Inc., the Subsidiaries of the Company party thereto, the Agent and Lenders from time to time party thereto (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
(2) Each Grantor is the owner of the shares of stock or other equity interests in its Subsidiaries set forth on Part I of Schedule I
hereto and issued by the Persons named therein (such shares of stock or other equity interests, the “ Initial Pledged Equity ”).
Each Grantor is the holder of
the indebtedness owed to such Grantor (the “ Initial Pledged Debt ”) set forth opposite such Grantor’s name on and as otherwise described in Part II of
Schedule I hereto and issued by the obligors named therein.
(3) Each Grantor is the owner of the deposit accounts set forth opposite such Grantor’s name on Schedule II hereto (together with
all deposit accounts now owned or hereafter acquired by the Grantors, the “ Deposit Accounts ”).
(4) The Company is the owner of an L/C Cash Deposit Account (as defined in the Credit Agreement) created in accordance with
the Credit Agreement and subject to the security interest granted under this Agreement on terms and conditions acceptable to the Agent.
(5) It is a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit
Agreement that the Grantors shall supplement the Orders, without in any way diminishing or limiting the effect of the Orders or the security interest, pledge
and Lien granted thereunder, by more fully setting forth in this Agreement their respective rights in connection with such security interest, pledge and
Lien. Each Grantor will derive substantial direct or indirect benefit from the transactions contemplated by this Agreement, the Credit Agreement and the
other Loan Documents.
(6) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in
the Credit Agreement. Further, unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as
defined below) are used in this Agreement as such terms are defined in such Article 8 or 9. “ UCC ”
means the Uniform Commercial Code as in effect from
time to time in the