Kodak 2011 Annual Report Download - page 535

Exhibit (4.26)
EXECUTION COPY
INTERCREDITOR AGREEMENT
INTERCREDITOR AGREEMENT (this “ Agreement ”) dated as of January 20, 2012 among CITICORP NORTH AMERICA, INC., as
administrative and collateral agent under the Revolver Facility on behalf of the Revolver Secured Parties (in such capacity, with its successors and assigns,
the “ Revolver Agent ”) and as administrative and collateral agent under the Term Facility on behalf of the Term Secured Parties (in such capacity, with its
successors and assigns, the “ Term Agent ”, and in its capacity as Revolver Agent or Term Agent, or both, as the context may require, the “ Agent ”),
EASTMAN KODAK COMPANY (the “ Company ”) and the Grantors.
WHEREAS, on January 19, 2012 (the “ Petition Date ”), each of the Grantors filed voluntary petitions with the Bankruptcy Court (as such term
and each other capitalized term used but not defined in these recitals is defined in Section 1 below) commencing their respective cases that are pending
under chapter 11 of the Bankruptcy Code (the “ Cases ”) and have continued in the possession of their assets and in the management of their business
pursuant to sections 1107 and 1108 of the Bankruptcy Code;
WHEREAS, on January 20, 2012, the Bankruptcy Court entered the Interim Order approving on an interim basis the DIP Credit Agreement, and
providing inter alia , that (i) the obligations under the Facilities shall constitute allowed senior administrative expense claims against each of the Grantors
with priority over any and all administrative expenses, adequate protection claims, diminution claims and all other claims against the Grantors, now existing
or hereafter arising, of any kind whatsoever, and (ii) the obligations under the Facilities shall be secured by fully perfected security interests in and Liens
upon all pre-and post-petition property of the Grantors, subject to the Carve-Out, whether existing on the Petition Date or thereafter acquired, including any
cash and any investments of such cash, inventory, accounts receivable, other rights to payment whether arising before or after the Petition Date, contracts,
properties, plants, equipment, general intangibles, documents, instruments, interest in leaseholds, real properties, patents, copyrights, trademarks, trade
names, other intellectual property, equity interests, and the proceeds of all of the foregoing and, subject only to and effective upon entry of the Final Order,
the Avoidance Proceeds (as further defined herein, collectively, the “ Collateral ”);
WHEREAS, the respective priorities of the Revolver Facility, the Term Facility and other parties claiming Liens on all or any part of the Collateral
are as set forth in the Interim Order and upon entry by the Bankruptcy Court of the Final Order shall be as set forth therein;