Kodak 2012 Annual Report Download - page 138

Exhibit 4.13
AMENDMENT NO. 5 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AMENDMENT NO. 5, dated as of February 6, 2013, to the Debtor-in-Possession Credit Agreement dated as of January 20, 2012 (as
heretofore amended, supplemented or otherwise modified, the “ 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 Agent and Co-Collateral Agent and
Wells Fargo Capital Finance, LLC, as Co- Collateral Agent (this “ Amendment” ).
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 Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall,
after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2 . Amendment to the Credit Agreement . Section 5.01(s) of the Credit Agreement is amended by replacing “February 15, 2013”
with “April 30, 2013” in clause (iii) thereof.
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 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 Amendment Effective Date (as defined below) and (ii) no Default will have occurred and be continuing
on such date.
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.
SECTION 6 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same instrument.
SECTION 7 . Effectiveness. This Amendment shall become effective on the date on which the following conditions are met (the “
Amendment Effective Date” ):
(
A) the Agent shall have received counterparts hereof executed by the Loan Parties, the Agent and the Required Lenders; and