Kodak 2011 Annual Report Download - page 388

EXHIBIT F -
FORM OF
GUARANTY SUPPLEMENT
__________ __, 20__
Ladies and Gentlemen:
Reference is made to the Debtor-in-
Possession Credit Agreement, dated as of January 20, 2012 (as amended 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.
Section 1. Guaranty; Limitation of Liability
. (a) The undersigned is a [US Subsidiary Guarantor][Canadian Subsidiary Guarantor] and
hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required
prepayment or by acceleration, demand or otherwise, of all [Comprehensive Guaranteed Obligations] [Canadian Guaranteed Obligations], and agrees to pay
any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Agent or any Lender in enforcing any rights under this
Guaranty Supplement, the Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’
s liability shall extend
to all amounts that constitute part of the applicable Guaranteed Obligations and would be owed by any other Loan Party to the Agent or any Lender under
or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or
similar proceeding involving such other Loan Party.
(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Agent and each Lender, hereby confirms that it is the
intention of all such Persons that this Guaranty Supplement, the Guaranty and the obligations of the undersigned hereunder and thereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the obligations of the undersigned hereunder and
thereunder. To effectuate the foregoing intention, the Agent, the Lenders and the undersigned hereby irrevocably agree that the obligations of the
undersigned under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the obligations of the
undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.
To each of the Lenders
party to the Credit Agreement
(as defined below) and to Citicorp North America, Inc.,
as Agent for such Lenders