Kodak 2011 Annual Report Download - page 472

Exhibit A to the
US Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “ IP Security Agreement ”) dated [__________], 20[__], is made by the Persons listed on the signature pages hereof
(collectively, the “ Grantors ”) 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, as a condition precedent to the making of Loans and the issuance of Letters of Credit by the Lenders under the Credit
Agreement, each Grantor has executed and delivered that certain US Security Agreement dated January 20, 2012, made by the Grantors to the Agent (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”).
WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Agent, for the ratable benefit of the Secured
Parties, a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to execute this IP
Security Agreement 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, each 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