Kodak 2011 Annual Report Download - page 528

Exhibit B to the
Canadian 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 Canadian Security Agreement referred to below).
WHEREAS, Eastman Kodak Company, a New Jersey corporation and debtor and debtor-in-
possession in a case pending under Chapter
11 of the Bankruptcy Code (as defined in the Credit Agreement), and Kodak Canada Inc., an Ontario corporation, have 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 Canadian
Security Agreement dated January 20, 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 " Canadian Security Agreement
") and that certain Intellectual Property Security Agreement dated
__________, 20__ (as amended, amended and restated, supplemented or otherwise modified from time to time, the "
IP Security Agreement ").
WHEREAS, under the terms of the Canadian 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 Canadian Intellectual Property 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:
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 "):
SECTION
1
GRANT OF SECURITY
(a)
the patents and patent applications set forth in Schedule A hereto;
(b)
the trademark and service mark registrations and applications set forth in Schedule B hereto, together with the goodwill symbolized
thereby;