Kodak 2011 Annual Report Download - page 536

WHEREAS, the Company has entered into that certain Debtor-In-Possession Credit Agreement, dated as of January 20, 2012 (the “ DIP Credit
Agreement ”), among the Company and Kodak Canada Inc., as borrowers, the lenders party thereto and the Agent, as agent for the lenders;
WHEREAS, concurrently with the entering into of this Agreement, the Grantors and the Agent entered into that certain US Security Agreement
securing the obligations of such Grantors in respect of the Term Facility and the Revolver Facility (the “ Security Agreement ”);
WHEREAS, the Grantors will from time to time after the date hereof execute and deliver Collateral Documents granting additional Liens securing
both the Revolver Facility and the Term Facility;
WHEREAS, the Revolver Secured Parties and the Term Secured Parties have different Lien priorities with respect to the different Types of
Collateral that are subject to the Liens granted under the Collateral Documents and the Orders; and
WHEREAS, it is a condition to effectiveness of the DIP Credit Agreement that the parties hereto enter into this Agreement to set forth the relative
rights and priorities of the Secured Parties in the different Types of Collateral.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the
existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties hereto hereby agree as follows:
Section 1 Definitions .
1.1 Defined Terms. Terms defined in the DIP Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as
defined in the DIP Credit Agreement. The following terms, as used herein, have the following meanings:
“ Agent ” has the meaning set forth in the preamble to this Agreement.
“ Avoidance Actions ” shall mean the Grantors’ claims and causes of action under Sections 502(d), 544, 545, 547, 548, 549 and 550 of the
Bankruptcy Code and any other avoidance actions under the Bankruptcy Code and all Avoidance Proceeds.
“ Avoidance Proceeds ” shall mean all proceeds of any Avoidance Action and property received thereby, unencumbered or otherwise, whether by
judgment, settlement, or otherwise.
“ Cases ” has the meaning set forth in the preamble to this Agreement.
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