Kodak 2011 Annual Report Download - page 415

Exhibit (4.23)
EXECUTION VERSION
AMENDMENT NO. 1
TO
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AMENDMENT NO. 1 (this “ Amendment ”), dated as of January 25, 2012, to the Debtor-in-
Possession Credit Agreement dated as of January 20,
2012 (as heretofore amended, supplemented or otherwise modified, the “ DIP Credit Agreement ”) among Eastman Kodak Company (the “ Company ”),
a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, and Kodak Canada Inc. (“ Kodak Canada ”), as Borrowers, the US
Subsidiaries of the Company party thereto, each a Debtor and Debtor-in-
Possession under Chapter 11 of the Bankruptcy Code, the Canadian Subsidiaries of
Kodak Canada party thereto, the Lenders party thereto and Citicorp North America, Inc., as Administrative Agent and Collateral Agent.
The parties hereto agree as follows:
SECTION 1 . Defined Terms; References . Unless otherwise specifically defined herein, each term used herein that is defined in the
Credit Agreement has the meaning assigned to such term in the DIP Credit Agreement.
SECTION 2 . Amendments to the DIP Credit Agreement .
(A) The definition of “Applicable Margin” in Section 1.01 of the DIP Credit Agreement is amended by (1) deleting “8.50%” in part
(iii) thereof and replacing it with “7.50%” and (2) deleting “7.50%” in part (iv) thereof and replacing it with “6.50%”.
(B) The definition of “Eurodollar Base Rate” in Section 1.01 of the DIP Credit Agreement is amended by deleting “1.50%” in the
proviso thereof and replacing it with “1.00%”.
(C) Section 9.08(a) of the DIP Credit Agreement is amended by replacing “$5,000,000 or an integral multiple of $1,000,000 in
excess thereof” with “$1,000,000” in part (iii), subpart (z) in the first proviso thereof.
(D) Schedule 1 to Exhibit C of the DIP Credit Agreement is amended and restated in the form attached hereto as Annex I.
SECTION 3 . Representations of the Loan Parties . Each of the Loan Parties represents and warrants that (i) the representations and
warranties set forth in Article 4 of the DIP Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to
the extent qualified by materiality, “Material Adverse Effect” or like qualification, in which case such representations and warranties are true and
correct in all respects) on and as of the date hereof, and (ii) no Default will have occurred and be continuing on the date hereof.
SECTION 4 . Loan Document. This Amendment shall constitute a Loan Document.
SECTION 5 . Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New
York.