VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • July 29th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • Delaware
To INDENTURE Dated as of January 1, 1988First Supplemental Indenture • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
Exhibit (10) P. September 30, 2005 Bernard Masson (address intentionally omitted) RE: Termination of Employment Dear Bernard: Once signed by both parties, this letter will constitute an agreement between Eastman Kodak Company ("Kodak") and you. Its...Termination Agreement • October 6th, 2005 • Eastman Kodak Co • Photographic equipment & supplies • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2003 • Eastman Kodak Co • Photographic equipment & supplies
We (the "Managers") are acting on behalf of the underwriters (including ourselves) named below (the "Underwriters"), and we understand that Eastman Kodak Company, a New Jersey corporation (the "Company"), proposes to issue and sell $500,000,000 aggregate principal amount of its 7.25% Senior Notes due 2013 (the "Underwriters' Securities"). The Company may at its option create and issue additional securities with the same terms as the Underwriters' Securities being purchased and sold pursuant to this Underwriting Agreement so that the additional securities will form a single series with the Underwriters' Securities.
Exhibit (1) EASTMAN KODAK COMPANY (a New Jersey corporation) UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT) September 5, 2003 From time to time, Eastman Kodak Company, a New Jersey corporation (the "Company"), may enter into one or more...Underwriting Agreement • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
EXECUTION COPY AMENDMENT NO. 1 Dated as of July 12, 2002 This AMENDMENT (this "Amendment") is entered into as of July 12, 2002, by and among EASTMAN KODAK COMPANY, a New Jersey corporation (the "Borrower"), the BANKS parties hereto, J.P. MORGAN...Credit Agreement • October 7th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
364-DAY CREDIT AGREEMENT amongCredit Agreement • October 7th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of October 28, 1997 between EASTMAN KODAK COMPANY, a New Jersey corporation with its principal office located at 343 State Street, Rochester, New York 14650 ("Seller") and Adaptive Solutions, Inc., an...Asset Purchase Agreement • November 12th, 1997 • Eastman Kodak Co • Photographic equipment & supplies • New York
TOIndenture • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
BY AND AMONGMerger Agreement • July 29th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • Delaware
EASTMAN KODAK COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of August 1, 2011Rights Agreement • August 1st, 2011 • Eastman Kodak Co • Photographic equipment & supplies • New Jersey
Rights Agreement (the “Agreement”), dated as of August 1, 2011, between EASTMAN KODAK COMPANY, a New Jersey corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
Exhibit (10) V. October 23, 2003 Michael P. Morley (address intentionally omitted) Re: Second Amendment to March 13, 2001 Letter Agreement Dear Mike: By way of a letter agreement dated March 31, 2001 (the "March 31, 2001 Letter Agreement"), Eastman...Retention Agreement • March 15th, 2004 • Eastman Kodak Co • Photographic equipment & supplies
TO INDENTURE Dated as of January 1, 1988Fourth Supplemental Indenture • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
to INDENTURE Dated as of January 1, 1988Fifth Supplemental Indenture • October 10th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
First Amendment to Credit AgreementCredit Agreement • July 7th, 2023 • Eastman Kodak Co • Photographic equipment & supplies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2021the First Amendment Effective Date, among EASTMAN KODAK COMPANY, a New Jersey corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and Alter Domus (US) LLC, as Administrative Agent.
EASTMAN KODAK COMPANY AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 23, 2009 7.00% Convertible Senior Notes due 2017Indenture • September 23rd, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
INDENTURE dated as of September 23, 2009 between Eastman Kodak Company, a New Jersey corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).
This Joint Filing Agreement confirms the agreement by and among the undersigned that the Schedule 13G is filed on behalf of (i) each member of the group identified in Item 8 and (ii) the other reporting person(s) identified in Item 6 that may be...Joint Filing Agreement • February 15th, 2007 • Eastman Kodak Co • Photographic equipment & supplies
TO THE BANK OF NEW YORK TrusteeThird Supplemental Indenture • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
TAX ASSET PROTECTION PLAN dated as of September 12, 2019 between EASTMAN KODAK COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentTax Asset Protection Plan • September 12th, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New Jersey
TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of September 12, 2019, between Eastman Kodak Company, a New Jersey corporation (including any successor hereunder, the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • Eastman Kodak Co • Photographic equipment & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 26, 2021, by and between EASTMAN KODAK COMPANY a New Jersey corporation (the “Company”) and the investor listed on Exhibit A to the Purchase Agreement (as defined below) (the “Purchaser”).
April 23, 2014 Re: Employment Agreement Dear Eric:Employment Agreement • August 9th, 2018 • Eastman Kodak Co • Photographic equipment & supplies • New York
This mutually agreeable form of employment agreement (this “Agreement”), will be your employment agreement with Eastman Kodak Company and will be effective on April 28, 2014 (“the Effective Date”). For purposes of this Agreement, the term “Company” shall refer to Eastman Kodak Company.
INTERCREDITOR AGREEMENT Dated as of March 22, 2013 Among CITICORP NORTH AMERICA, INC., as Representative with respect to the ABL Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative with respect to the New Money Term Loans under...Intercreditor Agreement • April 29th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York
INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 22, 2013, among CITICORP NORTH AMERICA, INC. (“CNAI”), as Representative with respect to the ABL Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Representative with respect to the New Money Term Loans, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative with respect to the Junior Term Loans, Eastman Kodak Company (the “Borrower”), and each of the other Grantors party hereto.
EASTMAN KODAK COMPANY, the GUARANTORS party hereto and THE BANK OF NEW YORK MELLON, as Trustee and Second Lien Collateral Agent INDENTURE Dated as of September 29, 2009 10.50% Senior Notes Due 2017Indenture • September 30th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
INDENTURE, dated as of September 29, 2009 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among EASTMAN KODAK COMPANY, a New Jersey corporation (as further defined herein, the “Company”), the Guarantors party hereto and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Second Lien Collateral Agent”).
Re: Employment AgreementEmployment Agreement • March 19th, 2014 • Eastman Kodak Co • Photographic equipment & supplies • New York
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT AMONG EASTMAN KODAK COMPANY, AS DEBTOR-IN-POSSESSION, THE OTHER SELLER PARTIES LISTED ON THE SIGNATURE PAGES HERETO, KPP TRUSTEES LIMITED, AS TRUSTEE FOR THE KODAK PENSION PLAN OF THE UNITED...Stock and Asset Purchase Agreement • November 12th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York
This Amended and Restated Stock and Asset Purchase Agreement is dated as of August 30, 2013, among Eastman Kodak Company, a New Jersey corporation (“Seller”), the other Seller Parties listed on the signature pages hereto (together with Seller, the “Principal Seller Parties”), and KPP Trustees Limited, as trustee for the KPP (“Purchaser” and, together with the Principal Seller Parties, each a “Party” and together the “Parties”); and, solely for purposes of Section 11.4, KPP Holdco Limited (“KPP Holdco”).
EASTMAN KODAK COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2004 • Eastman Kodak Co • Photographic equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into this 10th day of October, 2003 among Eastman Kodak Company, a New Jersey corporation (the “Company”), Citigroup Global Markets Inc. and Lehman Brothers Inc. as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement dated October 7, 2003, among the Company and the Representatives on behalf of the Initial Purchasers (the “Purchase Agreement”).
AMENDMENT NO. 1 TO SHAREHOLDER AGREEMENTShareholder Agreement • May 21st, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New York
AMENDMENT NO. 1, dated as of May 20, 2019 (this “Amendment”), to the Shareholder Agreement, dated as of April 17, 2017 (the “Shareholder Agreement”), by and among Eastman Kodak Company, a New Jersey corporation (the “Company”), Longleaf Partners Small-Cap Fund (“Longleaf”), C2W Partners Master Fund Limited (“C2W”), Deseret Mutual Pension Trust (“Deseret”) and Southeastern Asset Management, Inc. (“Southeastern” and together with Longleaf, C2W and Deseret, the “SEAM Entities”). Terms used herein without definition shall have the meanings ascribed to them in the Shareholder Agreement.
Exhibit 1 U.S. $1,000,000,000 EASTMAN KODAK COMPANY MEDIUM-TERM NOTES, SERIES A DISTRIBUTION AGREEMENTDistribution Agreement • August 6th, 1999 • Eastman Kodak Co • Photographic equipment & supplies • New York
To INDENTURE Dated as of January 1, 1988Second Supplemental Indenture • September 5th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
NOTES PURCHASE AGREEMENTNotes Purchase Agreement • May 21st, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT dated [•], 2019 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by Eastman Kodak Company, a New Jersey corporation (“Company”), and the other persons listed on the signature pages hereof, or which at any time execute and deliver a Security Agreement Supplement in substantially the form attached hereto as Exhibit C (the Company and such persons so listed or joined being, collectively, the “Grantors”), to Wilmington Trust, National Association, as collateral agent (in such capacity, together with any successors duly appointed by the Noteholders and assigns, the “Collateral Agent”) for the Noteholders and the Noteholders (and their successors, permitted transferees and permitted assigns).
STOCK AND ASSET PURCHASE AGREEMENT by and between EASTMAN KODAK COMPANY and MIR BIDCO SA DATED NOVEMBER 11, 2018Stock and Asset Purchase Agreement • November 13th, 2018 • Eastman Kodak Co • Photographic equipment & supplies • New York
This Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into this 11th day of November, 2018 (the “Execution Date”), by and between Eastman Kodak Company, a New Jersey corporation (“Seller”), and MIR Bidco SA, a société anonyme incorporated in Belgium with incorporation number BE 0705.932.821 (“Purchaser”). Seller and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO LETTER OF CREDIT FACILITY AGREEMENTLetter of Credit Facility Agreement • July 7th, 2023 • Eastman Kodak Co • Photographic equipment & supplies • New York
WHEREAS, the Borrower entered into the Letter of Credit Facility Agreement, dated as of February 26, 2021, among the Borrower, the Guarantors, the banks, financial institutions and other institutional lenders and issuers of letters of credit from time to time party thereto, and Bank of America, N.A., Issuing Bank and Agent (as amended, supplemented or otherwise modified prior to the Restatement Date, the “Existing Credit Agreement”);
AMENDED AND RESTATED SETTLEMENT AGREEMENT EASTMAN BUSINESS PARKSettlement Agreement • November 12th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York
THIS AGREEMENT WITH COVENANTS NOT TO SUE (this “Covenant”) is made this day of 2013 by and between the New York State Department of Environmental Conservation (“DEC”) and Eastman Kodak Company (“Kodak”) (DEC and Kodak are collectively referred to as the “Parties”).
DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January 20, 2012 Among EASTMAN KODAK COMPANY, a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, and KODAK CANADA INC., as Borrowers, THE U.S. SUBSIDIARIES OF EASTMAN KODAK...Debt Agreement • August 3rd, 2012 • Eastman Kodak Co • Photographic equipment & supplies • New York
EASTMAN KODAK COMPANY, a New Jersey corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code (the “Company”), KODAK CANADA INC., a corporation continued under the laws of the province of Ontario, Canada (“Kodak Canada” and, together with the Company, the “Borrowers” and each, a “Borrower”), the US Subsidiaries of the Company party hereto, each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as US Subsidiary Guarantors, the Subsidiaries of Kodak Canada party hereto, as Canadian Subsidiary Guarantors, the banks, financial institutions and other institutional lenders (the “Lenders”) and issuers of letters of credit from time to time party hereto, CITIGROUP GLOBAL MARKETS INC., as sole lead arranger and sole bookrunner, CITICORP NORTH AMERICA, INC., as syndication agent, and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders, agree as follows:
SECURITY AGREEMENT Dated March 22, 2013 From The Grantors referred to herein as Grantors to Wilmington Trust, National Association as AgentSecurity Agreement • April 29th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York
SECURITY AGREEMENT dated March 22, 2013 (this “Agreement”), made by 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, defined herein) (the “Company”), and the U.S. Subsidiaries of the Company listed on the signature pages hereof, each of which is a debtor and debtor-in-possession, or which at any time execute and deliver a Security Agreement Supplement in substantially the form attached hereto as Exhibit C (the Company and such U.S. Subsidiaries, collectively, the “Grantors”), to Wilmington Trust, National Association, as Agent (in such capacity, together with any successor Agent appointed pursuant to Article VIII of the Credit Agreement, the “Agent”) for the Secured Parties (as hereinafter defined).
