Kodak 2011 Annual Report Download - page 341

Exhibit B to the
US Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “ IP Security Agreement Supplement ”) dated
__________, 20__, is made by the Person listed on the signature page hereof (the
“ Grantor ”) in favor of Citicorp North America, Inc., as Agent (the “
Agent
”) for the Secured Parties (as defined in the Credit Agreement referred to below).
WHEREAS, 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), has entered into a Debtor-in-Possession Credit Agreement dated as of January 20, 2012 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), with Citicorp North America, Inc., as
Agent, and the Lenders party thereto. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit
Agreement.
WHEREAS, pursuant to the Credit Agreement, the Grantor and certain other Persons have executed and delivered that certain US
Security Agreement dated January [ ], 2012 made by the Grantor and such other Persons to the Agent (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “ Security Agreement ”) and that certain Intellectual Property Security Agreement dated [__________], 2011 (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “ IP Security Agreement ”).
WHEREAS, under the terms of the Security Agreement, the Grantor has granted to the Agent, for the ratable benefit of the Secured
Parties, a security interest in the Collateral (as defined in Section 1 below) of the Grantor and has agreed as a condition thereof to execute this IP Security
Agreement Supplement for recording with the United States Copyright Office and other governmental authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor
agrees as follows:
SECTION 1. Grant of Security
. In addition to the security interest set forth in the Interim Order (and when applicable, the Final Order),
each Grantor hereby grants to the Agent, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in
and to the following (the “ Collateral ”):
(i) the patents and patent applications set forth in Schedule A hereto;
(ii) the trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security interest
shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a
security interest therein would impair the validity or enforceability