SECOND AMENDED AND RESTATED US SECURITY AGREEMENT Dated April 26, 2011 From The Grantors referred to herein as Grantors to Bank of America N.A. (as successor agent to Citicorp USA, Inc.) as Agent
Exhibit
10.1
EXECUTION VERSION
SECOND AMENDED AND RESTATED
Dated April 26, 2011
From
The Grantors referred to herein
as Grantors
to
Bank of America N.A.
(as successor agent to Citicorp USA, Inc.)
(as successor agent to Citicorp USA, Inc.)
as Agent
T
A B L E O F C O N T E N T S
Section | Page | |||
Section 1. Grant of Security |
2 | |||
Section 2. Security for Obligations |
6 | |||
Section 3. Grantors Remain Liable |
6 | |||
Section 4. Delivery and Control of Security Collateral |
7 | |||
Section 5. Maintaining the Account Collateral |
8 | |||
Section 6. Representations and Warranties |
8 | |||
Section 7. Further Assurances |
12 | |||
Section 8. As to Equipment and Inventory |
13 | |||
Section 9. Insurance |
13 | |||
Section 10. Post-Closing Changes; Collections on Assigned Agreements and Receivables |
14 | |||
Section 11. As to Intellectual Property Collateral |
15 | |||
Section 12. Voting Rights; Dividends; Etc. |
16 | |||
Section 13. As to the Assigned Agreements |
17 | |||
Section 14. As to Letter-of-Credit Rights and Commercial Tort Claims |
18 | |||
Section 15. Transfers and Other Liens; Additional Shares |
19 | |||
Section 16. Agent Appointed Attorney in Fact |
19 | |||
Section 17. Agent May Perform |
20 | |||
Section 18. The Agent’s Duties |
20 | |||
Section 19. Remedies |
20 | |||
Section 20. Indemnity and Expenses |
22 | |||
Section 21. Amendments; Waivers; Additional Grantors; Etc. |
22 | |||
Section 22. Confidentiality; Notices; References |
23 | |||
Section 23. Continuing Security Interest; Assignments Under the Credit Agreement |
24 | |||
Section 24. Release; Termination |
24 | |||
Section 25. Execution in Counterparts |
24 |
i
Section | Page | |||
Section 26. Governing Law |
25 | |||
Section 27. Jurisdiction; Waiver of Jury Trial |
25 | |||
Section 28. Continuation of Liens Granted Under the Existing Security Agreement |
25 | |||
Schedules |
||||
Schedule I — Investment Property |
||||
Schedule II — Pledged Deposit Accounts |
||||
Schedule III — Receivables and Agreement Collateral |
||||
Schedule IV
— Intellectual Property |
||||
Schedule V — Location, Chief Executive Office, Type of Organization, Jurisdiction of Organization and Organizational Identification Number
|
||||
Schedule VI — Changes in Name, Location, Etc. |
||||
Schedule VII — Letters of Credit |
||||
Schedule VIII — Equipment Locations |
||||
Schedule IX — Inventory Locations |
||||
Schedule X — Commercial Tort Claims |
||||
Exhibits |
||||
Exhibit A — Form of Intellectual Property Security Agreement |
||||
Exhibit B — Form of Intellectual Property Security Agreement Supplement |
||||
Exhibit C — Form of Security Agreement Supplement |
ii
AMENDED AND RESTATED US SECURITY AGREEMENT
AMENDED AND RESTATED US SECURITY AGREEMENT dated April 26, 2011 (this “Agreement”), made by
Xxxxxxx Kodak Company, a New Jersey corporation (the “Borrower”), 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 Borrower and such Persons so
listed being, collectively, the “Grantors”), to Bank of America N.A., as Agent (as successor agent
to Citicorp USA, Inc.) (in such capacity, together with any successor Agent appointed pursuant to
Article VIII of the Credit Agreement (as hereinafter defined), the “Agent”) for the Secured Parties
(as hereinafter defined).
PRELIMINARY STATEMENTS.
(1) The Borrower, the other Grantors and Citicorp USA, Inc., as Existing Agent, have
previously entered into that certain Security Agreement, dated as of October 18, 2005, as amended
and restated as of March 31, 2009, and as further amended by Amendment No. 1 thereto, dated as of
January 27, 2010 and Amendment No. 2 thereto, dated as of March 5, 2010, and as further amended,
supplemented or other modified prior to the date hereof (such Security Agreement, as so amended,
modified and supplemented, the “Existing US Security Agreement), in connection with the Existing
Credit Agreement.
(2) Pursuant to the Second Amended and Restated Credit Agreement, dated as of the date hereof,
among the Borrower, Kodak Canada, the Agent and Lenders party thereto (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), the
Existing Credit Agreement has been amended as set forth therein, and as so amended, restated in its
entirety.
(3) Pursuant to, and on the terms and conditions set forth in, the Credit Agreement, Bank of
America, N.A. has succeeded Citicorp USA, Inc. as Agent for the Lenders in respect of the Revolving
Credit Facility, including as the holder of the Collateral for the benefit of the Lenders.
(4) The Borrower, the other Grantors and the Agent desire to amend the provisions of the
Existing US Security Agreement as set forth herein, and as so amended, restate the US Security
Agreement in its entirety as set forth herein.
(5) The Borrower is the owner of the shares of stock or other equity interests in its Material
Subsidiaries (such shares of stock or other equity interests, and for so long as the issuer thereof
is a Material Subsidiary, the “Initial Pledged Equity”) as described in Part I of Schedule I hereto
and issued by the Persons named therein. Each Grantor is the holder of the indebtedness owed to
such Grantor (the “Initial Pledged Debt”) set forth opposite such Grantor’s name on and as
otherwise described in Part II of Schedule I hereto and issued by the obligors named therein.
(6) Each Grantor is the owner of the deposit accounts set forth opposite such Grantor’s name
on Schedule II hereto (together with all deposit accounts now owned or hereafter acquired by the
Grantors, the “Pledged Deposit Accounts”).
(7) The Company is the owner of a L/C Cash Deposit Account (as defined in the Credit
Agreement) created in accordance with the Credit Agreement and subject to the security interest
granted under this Agreement on terms and conditions acceptable to the Agent.
(8) It is a condition precedent to the making of Advances and the issuance of additional
Letters of Credit by the Lenders under the Credit Agreement that the Grantors shall have granted
the security interest contemplated by this Agreement. Each Grantor will derive substantial direct
or indirect benefit from the transactions contemplated by this Agreement, the Credit Agreement and
the other Loan Documents.
(9) Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used
in this Agreement as defined in the Credit Agreement. Further, unless otherwise defined in this
Agreement or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC (as defined below)
are used in this Agreement as such terms are defined in such Article 8 or 9. “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if
perfection or the effect of perfection or non perfection or the priority of the security interest
in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time
in such other jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non perfection or priority.
NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Advances and issue Letters of Credit under the Credit Agreement, each Grantor hereby agrees with
the Agent for the ratable benefit of the Secured Parties to continue the grants made under the
Existing US Security Agreement as amended and restated herein as follows:
Section 1. Grant of Security. Each Grantor hereby grants to the Agent, for the
ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and
interest in and to the following, in each case, as to each type of property described below,
whether now owned or hereafter acquired by such Grantor, wherever located, and whether now or
hereafter existing or arising (collectively, the “Collateral”) (provided, however, in no event
shall any lien or security interest be created in any asset which is, or hereafter becomes, a
“Principal Property” or consists of the capital stock or other equity interest in, or indebtedness
of, an entity which is, or hereafter becomes, a “Restricted Subsidiary” as such terms are defined
in the Indenture (as defined in the Credit Agreement) to the extent that any lien or security
interest in such asset created under this Agreement would require that the notes or other debt
securities issued pursuant to the Indenture be equally and ratably secured by such assets under the
terms of the Indenture, and provided, further, that notwithstanding anything herein to the
contrary, in no event shall the Collateral include or the security interest granted under this
Section 1 hereof attach to: (A) any assets of any Grantor located outside the United States (other
than equity interests as otherwise provided in this Agreement), (B) any deposit account for taxes,
payroll, employee benefits or similar items and any other account or financial asset in which such
security interest would be unlawful or in violation of any Plan or employee benefit agreement, (C)
any lease, license, contract, or agreement or other property right (including any United States of
America intent-to-use trademark or service xxxx application), to which any Grantor is a party or of
any of its rights or
interests thereunder if and for so long as the grant of such security interest shall
constitute or result in: (x) the abandonment, invalidation, unenforceability or other
2
impairment
of any right, title or interest of any Grantor therein, or (y) in a breach or termination pursuant
to the terms of, or a default under, any such lease, license, contract, agreement or other property
right, (D) any of the outstanding capital stock of a CFC in excess of 65% of the voting power of
all classes of capital stock of such CFC entitled to vote, or (E) any real property or fixture):
(a) all equipment in all of its forms, including, without limitation, all machinery,
tools, motor vehicles, vessels, aircraft and furniture (excepting all fixtures), and all
parts thereof and all accessions thereto, including, without limitation, computer programs
and supporting information that constitute equipment within the meaning of the UCC (any and
all such property being the “Equipment”);
(b) all inventory in all of its forms, including, without limitation, (i) all raw
materials, work in process, finished goods and materials used or consumed in the
manufacture, production, preparation or shipping thereof, (ii) goods in which such Grantor
has an interest in mass or a joint or other interest or right of any kind (including,
without limitation, goods in which such Grantor has an interest or right as consignee) and
(iii) goods that are returned to or repossessed or stopped in transit by such Grantor, and
all accessions thereto and products thereof and documents therefor, including, without
limitation, computer programs and supporting information that constitute inventory within
the meaning of the UCC (any and all such property being the “Inventory”);
(c) (i) all accounts, instruments (including, without limitation, promissory notes),
deposit accounts, chattel paper, general intangibles (including, without limitation, payment
intangibles) and other obligations of any kind owing to the Grantors, whether or not arising
out of or in connection with the sale or lease of goods or the rendering of services and
whether or not earned by performance (any and all such instruments, deposit accounts,
chattel paper, general intangibles and other obligations to the extent not referred to in
clause (d), (e) or (f) below, being the “Receivables”), and all supporting obligations,
security agreements, Liens, leases, letters of credit and other contracts owing to the
Grantors or supporting the obligations owing to the Grantors under the Receivables
(collectively, the “Related Contracts”), and (ii) all commercial tort claims now or
hereafter described on Schedule X hereto;
(d) the following (the “Security Collateral”):
(i) the Initial Pledged Equity and the certificates, if any, representing the
Initial Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Initial Pledged
Equity and all warrants, rights or options issued thereon or with respect thereto;
(ii) the Initial Pledged Debt and the instruments, if any, evidencing the
Initial Pledged Debt, and all interest, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Initial Pledged Debt;
3
(iii) all additional shares of stock and other equity interests from time to
time acquired by such Grantor in any manner of (X) the issuers of the Initial
Pledged Equity and (Y) each direct Subsidiary of the Borrower that, for the most
recently completed fiscal year of the Borrower for which audited financial
statements are available, either (A) has, together with its Subsidiaries, assets
that exceed 5% of the total assets shown on the Consolidated statement of financial
condition of the Borrower as of the last day of such period or (B) has, together
with its Subsidiaries, net sales that exceed 5% of the Consolidated net sales of the
Borrower for such period (each, for purposes of this Agreement, a “Material
Subsidiary”), provided that not more than 65% of the voting equity in any CFC shall
be subject to the pledge hereunder (such shares and other equity interests, together
with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates,
if any, representing such additional shares or other equity interests, and all
dividends, distributions, return of capital, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such shares or other equity interests and all warrants,
rights or options issued thereon or with respect thereto;
(iv) all additional indebtedness from time to time owed to such Grantor (such
indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and
the instruments, if any, evidencing such indebtedness, and all interest, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness;
(v) all security entitlements or commodity contracts carried in a securities
account or commodity account, all security entitlements with respect to all
financial assets from time to time credited to the L/C Cash Deposit Account and all
financial assets, and all dividends, distributions, return of capital, interest,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such security
entitlements or financial assets and all warrants, rights or options issued thereon
with respect thereto; and
(vi) all other investment property (including, without limitation, all (A)
securities, whether certificated or uncertificated, (B) security entitlements, (C)
securities accounts, (D) commodity contracts and (E) commodity accounts, but
excluding any equity interest in any Affiliate excluded from the Pledged Equity) in
which such Grantor has now, or acquires from time to time hereafter, any right,
title or interest in any manner, and the certificates or instruments, if any,
representing or evidencing such investment property, and all dividends,
distributions, return of capital, interest, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such investment property and all warrants, rights or
options issued thereon or with respect thereto (“Investment Property”);
4
(e) each Hedge Agreement to which such Grantor is now or may hereafter become a party,
in each case as such agreements may be amended, amended and restated, supplemented or
otherwise modified from time to time (collectively, the “Assigned Agreements”), including,
without limitation, (i) all rights of such Grantor to receive moneys due and to become due
under or pursuant to the Assigned Agreements, (ii) all rights of such Grantor to receive
proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned
Agreements, (iii) claims of such Grantor for damages arising out of or for breach of or
default under the Assigned Agreements and (iv) the right of such Grantor to terminate the
Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise
all remedies thereunder (all such Collateral being the “Agreement Collateral”);
(f) the following (collectively, the “Account Collateral”):
(i) the Pledged Deposit Accounts, the L/C Cash Deposit Account and all funds
and financial assets from time to time credited thereto (including, without
limitation, all cash equivalents), and all certificates and instruments, if any,
from time to time representing or evidencing the Pledged Deposit Accounts or the L/C
Cash Deposit Account;
(ii) all promissory notes, certificates of deposit, checks and other
instruments from time to time delivered to or otherwise possessed by the Agent for
or on behalf of such Grantor in substitution for or in addition to any or all of the
then existing Account Collateral; and
(iii) all interest, dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the then existing Account Collateral; and
(g) the following (collectively, the “Intellectual Property Collateral”):
(i) all patents, patent applications, utility models and statutory invention
registrations, all inventions claimed or disclosed therein and all improvements
thereto (other than those patents and related rights currently contemplated to be
sold by the Company or any other Grantor to the extent identified as such on
Schedule IV attached hereto) (“Patents”);
(ii) all trademarks, service marks, domain names, trade dress, logos, designs,
slogans, trade names, business names, corporate names and other source identifiers,
whether registered or unregistered, together, in each case, with the goodwill
symbolized thereby (“Trademarks”);
(iii) all copyrights, including, without limitation, copyrights in computer
software, internet web sites and the content thereof, whether registered or
unregistered (“Copyrights”); all confidential and proprietary information,
including, without limitation, know-how, trade secrets, manufacturing and
production processes and techniques, inventions, research and development
information, databases and data, including, without limitation, technical data,
5
financial, marketing and business data, pricing and cost information, business and
marketing plans and customer and supplier lists and information (collectively,
“Trade Secrets”), and all other intellectual, industrial and intangible property of
any type, including, without limitation, industrial designs and mask works;
(iv) except as set forth above, all registrations and applications for
registration for any of the foregoing, including, without limitation, those
registrations and applications for registration, together with all reissues,
divisions, continuations, continuations-in-part, extensions, renewals and
reexaminations thereof;
(v) all agreements, permits, consents, orders and franchises relating to the
license, development, use or disclosure of any of the foregoing to which such
Grantor, now or hereafter, is a party or a beneficiary (“IP Agreements”); and
(vi) any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to xxx for
and collect, or otherwise recover, such damages;
(h) all documents, all money and all letter-of-credit rights; and
(i) all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating to, any and
all of the Collateral (including, without limitation, proceeds, collateral and supporting
obligations that constitute property of the types described in clauses (a) through (h) of
this Section 1) and, to the extent not otherwise included, all (A) payments under insurance
(whether or not the Agent is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to any of the
foregoing Collateral, and (B) cash.
Section 2. Security for Obligations. This Agreement secures, in the case of each
Grantor, the payment of all obligations of such Grantor and the Subsidiaries of the Company now or
hereafter existing under (a) the Loan Documents and (b) the US Secured Agreements, whether direct
or indirect, absolute or contingent, and whether for principal, reimbursement obligations,
interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses
or otherwise (all such obligations being the “Secured Obligations”) owing to the US Secured Parties
and the Canadian Secured Parties (collectively, the “Secured Parties”). Without limiting the
generality of the foregoing, this Agreement secures, as to each Grantor, the payment of all amounts
that constitute part of the Secured Obligations and would be owed by such Grantor or Subsidiary of
the Company, as applicable, to any Secured Party under the Loan Documents or Secured Agreements but
for the fact that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving any of the Loan Parties and other
Subsidiaries of the Company.
Section 3. Grantors Remain Liable. Anything herein to the contrary notwithstanding,
(a) each Grantor shall remain liable under the contracts and agreements
6
included in such Grantor’s
Collateral to perform all of its duties and obligations thereunder to the extent set forth therein
to the same extent as if this Agreement had not been executed, (b) the exercise by the Agent of any
of the rights hereunder shall not release any Grantor from any of its duties or obligations under
the contracts and agreements included in the Collateral and (c) no Secured Party shall have any
obligation or liability under the contracts and agreements included in the Collateral by reason of
this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any
of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.
Section 4. Delivery and Control of Security Collateral. (a) All certificates or
instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered
to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer
by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance reasonably satisfactory to the Agent except to the extent that
such transfer or assignment is (x) prohibited by applicable law or (y) subject to certain corporate
actions by the holders or issuers of non-US Initial Pledged Equity which have not occurred as of
the Effective Date and governmental approvals or consents to pledge or transfer with respect to
non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use
commercially reasonable effects to complete as soon as practicable after the date hereof.
(b) With respect to any Security Collateral representing interest in Material Subsidiaries in
which any Grantor has any right, title or interest and that constitutes an uncertificated security,
such Grantor will use commercially reasonable efforts to cause the issuer thereof to agree in an
authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event
of Default has occurred and is continuing, such issuer will comply with instructions with respect
to such security originated by the Agent without further consent of such Grantor, such
authenticated record to be in form and substance reasonably satisfactory to the Agent. Upon the
request of the Agent upon the occurrence and during the continuance of an Event of Default, each
Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below.
(c) With respect to any securities or commodity account, any Security Collateral that
constitutes a security entitlement as to which the financial institution acting as Agent hereunder
is not the securities intermediary, upon the request of the Agent upon the occurrence and during
the continuance of an Event of Default the relevant Grantor will use its commercially reasonable
efforts to cause the securities intermediary with respect to such security or commodity account or
security entitlement to identify in its records the Agent as the entitlement holder thereof.
(d) Upon the request of Agent upon the occurrence and during the continuance of an Event of
Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent
or such of its nominees as the Agent shall direct, subject only to the revocable rights specified
in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the
continuance of an Event of Default to convert Security Collateral consisting of financial assets
credited to any securities account or the L/C Cash Deposit Account to Security Collateral
consisting of financial assets held directly by the Agent,
7
and to convert Security Collateral
consisting of financial assets held directly by the Agent to Security Collateral consisting of
financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the request of the Agent upon the occurrence and during the continuance of an Event
of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder
that such Security Collateral is subject to the security interest granted hereunder.
Section 5. Maintaining the Account Collateral. So long as any Advance or any other
payment obligation of any Loan Party of which the Company has notice under any Loan Document shall
remain unpaid, any Letter of Credit shall be outstanding or any Lender shall have any Commitment:
(a) Upon request of the Agent made upon the occurrence and during the continuance of an
Event of Default, each Grantor will promptly enter into an agreement with the financial
institution holding the Pledged Account pursuant to which such financial institution shall
agree with such Grantor and the Agent to, upon notice from the Agent, comply with
instructions originated by the Agent directing the disposition of funds in such deposit
account without the further consent of such Grantor, such agreement to be in form and
substance reasonably satisfactory to the Agent (a “Deposit Account Control Agreement”), and
instruct each Person obligated at any time to make any payment to such Grantor for any
reason (an “Obligor”) to make such payment to such a Pledged Deposit Account or the L/C Cash
Deposit Account.
(b) Upon notice from the Agent that an Event of Default has occurred and is continuing,
each Grantor agrees to terminate any or all Pledged Deposit Accounts and Deposit Account
Control Agreements upon request by the Agent.
(c) The Agent may, at any time and without notice to, or consent from, the Grantor,
transfer, or direct the transfer of, funds from the Pledged Deposit Accounts or the L/C Cash
Deposit Account to satisfy the Grantor’s obligations under the Loan Documents if an Event of
Default shall have occurred and be continuing. As soon as reasonably practicable after any
such transfer, the Agent agrees to give written notice thereof to the applicable Grantor.
Section 6. Representations and Warranties. Each Grantor represents and warrants as
follows:
(a) Such Grantor’s exact legal name, chief executive office, type of organization,
jurisdiction of organization and organizational identification number as of the date hereof
is set forth in Schedule V hereto. Within the twelve months preceding the date hereof, such
Grantor has not changed its name, chief executive office, type of organization, jurisdiction
of organization or organizational identification number from those set forth in Schedule V
hereto except as set forth in Schedule VI hereto.
(b) Such Grantor is the legal and beneficial owner of the Collateral granted or
purported to be granted by it free and clear of any Lien, claim, option or right of others,
8
except for the security interest created under this Agreement or Liens permitted under the
Credit Agreement. No effective financing statement or other instrument similar in effect
covering all or any part of such Collateral or listing such Grantor or any trade name of
such Grantor as debtor is on file in any recording office, except such as may exist on the
date of this Agreement, have been filed in favor of the Agent relating to the Loan Documents
or are otherwise permitted under the Credit Agreement.
(c) All Equipment of such Grantor having a value in excess of $10,000,000 and Inventory
of such Grantor having a value in excess of $10,000,000 as of the date hereof is located at
the places specified therefor in Schedule VIII and Schedule IX hereto, respectively. Such
Grantor has exclusive possession and control of its Inventory, other than Inventory stored
at any leased premises or third party warehouse.
(d) None of the Receivables or Agreement Collateral is evidenced by a promissory note
or other instrument in excess of $10,000,000 that has not been delivered to the Agent. All
such Receivables or Agreement Collateral valued in excess of $10,000,000 is listed on
Schedule III attached hereto.
(e) All Security Collateral consisting of certificated securities and instruments with
an aggregate fair market value in excess of $10,000,000 for all such Security Collateral of
the Grantors have been delivered to the Agent.
(f) If such Grantor is an issuer of Security Collateral, such Grantor confirms that it
has received notice of the security interest granted hereunder.
(g) The Pledged Equity pledged by such Grantor hereunder has been duly authorized and
validly issued and is fully paid and non assessable. The Pledged Debt pledged by such
Grantor hereunder has been duly authorized, authenticated or issued and delivered, is the
legal, valid and binding obligation of the issuers thereof and, if evidenced by any
promissory notes, such promissory notes have been delivered to the Agent, and is not in
default.
(h) The Initial Pledged Equity pledged by such Grantor constitutes, as of the date
hereof, 65% of the issued and outstanding equity interests of the issuers thereof indicated
on Part I of Schedule I hereto. The Initial Pledged Debt constitutes all of the outstanding
Debt for Borrowed Money owed to such Grantor by the issuers thereof.
(i) Such Grantor has no Investment Property with a market value in excess of
$10,000,000 as of the date hereof, other than the Investment Property listed on Part III of
Schedule I hereto.
(j) The Assigned Agreements to which such Grantor is a party have been duly authorized,
executed and delivered by such Grantor and, to such Grantor’s knowledge, any material
Assigned Agreements are in full force and effect and are binding upon and enforceable
against all parties thereto in accordance with their terms.
9
(k) Such Grantor has no material deposit accounts subject to the grant or security in
Section 1 of this Agreement as of the date hereof, other than the Pledged Deposit Accounts
listed on Schedule II hereto.
(l) Such Grantor is not a beneficiary or assignee under any letter of credit with a
stated amount in excess of $10,000,000 and issued by a United States financial institution
as of the date hereof, other than the letters of credit described in Schedule VII hereto.
(m) This Agreement creates in favor of the Agent for the benefit of the Secured Parties
a valid security interest in the Collateral granted by such Grantor under this Agreement,
securing the payment of the Secured Obligations except to the extent that control or
possession by the Agent is required for the creation of the security interest; all filings
and other actions necessary to perfect the security interest in the Collateral granted by
such Grantor have been duly made or taken and are in full force and effect other than (i)
actions necessary to obtain control of Collateral as provided in Sections 9-104, 9-105,
9-106 and 9-107 of the UCC; (ii) actions necessary to perfect the Agent’s security interest
with respect to Collateral evidenced by a certificate of title or Collateral consisting of
vessels or aircraft and (iii) actions necessary to transfer and prior approval of or filings
with any governmental entity required in connection with any interest in Pledged Equity;
provided however, that the Agent will receive a security interest, but not a first priority
security interest, in (1) Collateral consisting of any securities or commodity account, (2)
Account Collateral maintained with a financial institution other than the Agent, (3) assets
encumbered by Liens on the date of this Agreement, (4) Collateral evidenced by a certificate
of title or consisting of vessels or aircraft, (5) collateral subject to Liens permitted by
the terms of the Credit Agreement, (6) Collateral with an aggregate book value of less than
$10,000,000 and (7) other Collateral to the extent consented to by Agent and approved by the
Required Lenders (collectively, the “Specified Collateral”).
(n) No authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is required for (i)
the grant by such Grantor of the security interest granted hereunder or for the execution,
delivery or performance of this Agreement by such Grantor, (ii) the perfection or
maintenance of the security interest created hereunder (including the first priority nature
of such security interest in Collateral other than the Specified Collateral), except for (A)
the filing of financing and continuation statements under the UCC, which financing
statements have been duly filed and are in full force and effect, (B) the recordation of the
Intellectual Property Security Agreement with respect to certain
registered copyrights attached thereto, which has been delivered for recording and is
in full force and effect, and the actions described in Section 4 with respect to the
Security Collateral, (C) subject to certain corporate actions by the holders or issuers of
Non-U.S. Initial Pledged Equity which have not occurred as of the Effective Date, necessary
to transfer or assign, (D) the governmental filings required to be made or approvals
obtained prior to the creation of a security interest in any Pledged Equity issued by a
non-US Person and any filings or approvals required prior to realizing on any such Pledged
Equity, and (E) the control of certain assets as provided in Sections 9-104, 9-105, 9-106
and 9-107 of the UCC, or (iii) the exercise by the Agent of its voting or other rights
provided for in this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement, except as set forth above and as may be required in connection with the
disposition of any portion of the Security Collateral by laws affecting the offering and
sale of securities generally.
10
(o) The Inventory that has been produced or distributed by such Grantor has been
produced in compliance with all requirements of applicable law except where the failure to
so comply would not have a Material Adverse Effect.
(p) As to itself and its Intellectual Property Collateral:
(i) The operation of such Grantor’s business as currently conducted or as
contemplated to be conducted and the use of the Intellectual Property Collateral in
connection therewith do not conflict with, infringe, misappropriate, dilute, misuse
or otherwise violate the intellectual property rights of any third party, except as
are not expected to have a Material Adverse Effect.
(ii) Such Grantor is the exclusive owner of all right, title and interest in
and to Patents, Trademarks and Copyrights contained in the Intellectual Property
Collateral, except as set forth in Schedule IV hereto with respect to co-ownership
of certain Patents, and such Grantor is entitled to use all such Intellectual
Property Collateral in accordance with applicable law, subject to the terms of the
IP Agreements.
(iii) The Intellectual Property Collateral set forth on Schedule IV hereto
includes all of the registered patents, patent applications, domain names, trademark
registrations and applications, copyright registrations and applications owned by
such Grantor as of the date set forth therein.
(iv) The issued Patents and registered Trademarks contained in the Intellectual
Property Collateral have not been adjudged invalid or unenforceable in whole or
part, and to the knowledge of the Company, are valid and enforceable, except to the
extent Grantor has ceased use of any such registered Trademarks.
(v) Such Grantor has made or performed all filings, recordings and other acts
and has paid all required fees and taxes, as deemed necessary by Grantor in its
reasonable business discretion, to maintain and protect its interest in
each and every material item of Intellectual Property Collateral owned by such
Grantor in full force and effect.
(vi) No claim has been asserted and is pending by any Person challenging or
questioning the use of any Intellectual Property Collateral or the validity of
effectiveness of any such Intellectual Property Collateral, nor does the Company
know of any valid basis for any such claim, except, in either case, for such claims
that in the aggregate are not reasonably expected to have a Material Adverse Effect.
The use of such Intellectual Property Collateral by the Company and its
Subsidiaries does not infringe on the rights of any Person, except for such claims
and infringements that, in the aggregate, are not reasonably expected to
11
have a
Material Adverse Effect. The consummation of the transactions contemplated by the
Loan Documents will not result in the termination or impairment of any of the
Intellectual Property Collateral.
(vii) With respect to each IP Agreement: (A) to the knowledge of the Company,
such IP Agreement is valid and binding and in full force and effect; (B) such IP
Agreement will not cease to be valid and binding and in full force and effect on
terms identical to those currently in effect as a result of the rights and interest
granted herein, nor will the grant of such rights and interest constitute a breach
or default under such IP Agreement or otherwise give any party thereto a right to
terminate such IP Agreement; (C) such Grantor has not received any notice of
termination or cancellation under such IP Agreement within the six months
immediately preceding the date of this Agreement; (D) within the six months
immediately preceding the date of this Agreement, such Grantor has not received any
notice of a breach or default under such IP Agreement, which breach or default has
not been cured; and (E) neither such Grantor nor, to such Grantor’s knowledge, any
other party to such IP Agreement is in breach or default thereof in any material
respect, and no event has occurred that, with notice or lapse of time or both, would
constitute such a breach or default or permit termination or modification under such
IP Agreement, in each case except as would not reasonably be expected to have a
Material Adverse Effect.
(viii) To the Company’s knowledge, none of the material Trade Secrets of such
Grantor has been used, divulged, disclosed or appropriated to the detriment of such
Grantor for the benefit of any other Person other than such Grantor within the past
two years.
Section 7. Further Assurances. (a) Each Grantor agrees that from time to time, in
accordance with the terms of this Agreement at the expense of such Grantor and at the reasonable
request of the Agent, such Grantor will promptly execute and deliver, or otherwise authenticate,
all further instruments and documents, and take all further action that may be reasonably necessary
or desirable, or that the Agent may reasonably request, in order to perfect and protect any pledge
or security interest granted or purported to be granted by such Grantor hereunder or to enable the
Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of
such Grantor.
Without limiting the generality of the foregoing, each Grantor will, at the reasonable request
of the Agent, promptly with respect to the Collateral of such Grantor: (i) xxxx conspicuously each
document included in Inventory, each chattel paper included in Receivables each Assigned Agreement
and, at the request of the Agent, each of its records pertaining to such Collateral with a legend,
in form and substance reasonably satisfactory to the Agent, indicating that such document, Assigned
Agreement or Collateral is subject to the security interest granted hereby; (ii) if any such
Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver
and pledge to the Agent hereunder such note or instrument or chattel paper duly indorsed and
accompanied by duly executed instruments of transfer or assignment, all in form and substance
reasonably satisfactory to the Agent; (iii) file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, as may be reasonably necessary or
desirable, or as the Agent may reasonably request, in order to perfect and preserve the security
interest granted or purported to be granted by such
12
Grantor hereunder; (iv) at the request of the
Agent, take all action to ensure that the Agent’s security interest is noted on any certificate of
title related to any Collateral evidenced by a certificate of title; and (v) deliver to the Agent
evidence that all other actions that the Agent may deem reasonably necessary or desirable in order
to perfect and protect the security interest granted or purported to be granted by such Grantor
under this Agreement has been taken.
(b) Each Grantor hereby authorizes the Agent to file one or more financing or continuation
statements, and amendments thereto, including, without limitation, one or more financing statements
indicating that such financing statements cover all assets or all personal property (or words of
similar effect) of such Grantor in the United States other than assets now or hereafter
constituting Principal Properties or the equity of Restricted Subsidiaries, or any real property or
fixtures, regardless of whether any particular asset described in such financing statements falls
within the scope of the UCC. A photocopy or other reproduction of this Agreement shall be
sufficient as a financing statement where permitted by law. Each Grantor ratifies its
authorization for the Agent to have filed such financing statements, continuation statements or
amendments filed prior to the date hereof.
(c) Each Grantor will furnish to the Agent from time to time statements and schedules further
identifying and describing the Collateral of such Grantor and such other reports in connection with
such Collateral as the Agent may reasonably request, all in reasonable detail.
Section 8. As to Equipment and Inventory. (a) Each Grantor will keep its Equipment
having a value in excess of $10,000,000 and Inventory having a value in excess of $10,000,000
(other than Inventory sold in the ordinary course of business) at the places therefor specified in
Schedule VIII and Schedule IX, respectively, or, upon 30 days’ prior written notice to the Agent
(or such lesser time as may be agreed by the Agent), at such other places designated by such
Grantor in such notice.
(b) Each Grantor will pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including, without limitation, claims
for labor, materials and supplies) against, its Equipment and Inventory, except to the extent
payment thereof is not required by Section 5.01(b) of the Credit Agreement.
In producing its Inventory, each Grantor will comply with all requirements of applicable law,
except where the failure to so comply will not have a Material Adverse Effect.
Section 9. Insurance. (a) Each Grantor will, at its own expense, maintain or cause
to be maintained, insurance with respect to its Equipment and Inventory in such amounts, against
such risks, in such form and with such insurers, as shall be customary for similar businesses of
the size and scope of the Company on a consolidated basis, provided however that the Grantor may
self insure to the extent consistent with prudent business practice. Each policy of each Grantor
for liability insurance shall provide for all losses to be paid on behalf of the Agent and such
Grantor as their interests may appear, and each policy for property damage insurance shall provide
for all losses, except for losses of less than $25,000,000 per occurrence, to be paid, in
accordance with the Lender loss payee provisions which were requested pursuant to clause (iv)
below, directly to the Agent. So long as no Event of Default shall have occurred and be
continuing, all property damage insurance payments received by the Agent in connection with any
loss, damage or destruction of Inventory will be released by the Agent to the applicable
13
Grantor.
Each such policy shall in addition (i) name such Grantor and the Agent as insured parties
thereunder (without any representation or warranty by or obligation upon the Agent) as their
interests may appear, (ii) provide that there shall be no recourse against the Agent for payment of
premiums or other amounts with respect thereto, (iii) provide that at least 10 days’ prior written
notice of cancellation or of lapse shall be given to the Agent by the insurer and (iv) contain such
other customary lender loss payee provisions as the Agent shall reasonably request. Each Grantor
will, if so requested by the Agent, deliver to the Agent certificates of insurance evidencing such
insurance and, as often as the Agent may reasonably request, a report of a reputable insurance
broker or the insurer with respect to such insurance. Further, each Grantor will, at the request
of the Agent, duly execute and deliver instruments of assignment of such insurance policies to
comply with the requirements of Section 1(i) and cause the insurers to acknowledge notice of such
assignment.
(b) Reimbursement under any liability insurance maintained by any Grantor pursuant to this
Section 9 may be paid directly to the Person who shall have incurred damages covered by such
insurance. In case of any loss involving damage to Equipment or Inventory when subsection (c) of
this Section 9 is not applicable, the applicable Grantor, to the extent determined to be in the
business interest of such Grantor, will make or cause to be made the necessary repairs to or
replacements of such Equipment or Inventory, and any proceeds of insurance properly received by or
released to such Grantor shall be used by such Grantor, except as otherwise required hereunder or
by the Credit Agreement, to pay or as reimbursement for the costs of such repairs or replacements
or, if such Grantor determines not to repair or replace such Equipment or Inventory, treat the loss
or damage as a disposition under Section 5.02(e)(v) of the Credit Agreement.
(c) So long as no Event of Default shall have occurred and be continuing, all insurance
payments received by the Agent in connection with any loss, damage or destruction of any Inventory
or Equipment will be released by the Agent to the applicable Grantor. Upon the occurrence and
during the continuance of any Event of Default, all insurance payments in respect of such Equipment
or Inventory shall be paid to the Agent and shall, in the Agent’s sole
discretion, (i) be released to the applicable Grantor for the repair, replacement or
restoration thereof, (ii) be held as additional Collateral hereunder or applied as specified in
Section 19(b) or (iii) be released to the Agent Sweep Account and applied as provided in Section
2.18(h) of the Credit Agreement.
Section 10. Post-Closing Changes; Collections on Assigned Agreements and Receivables.
(a) No Grantor will change its name, type of organization, jurisdiction of organization or
organizational identification number from those set forth in Schedule V of this Agreement without
first giving at least 15 Business Days prior written notice to the Agent, or such lesser period of
time as agreed by the Agent, and taking all action reasonably required by the Agent for the purpose
of perfecting or protecting the security interest granted by this Agreement. Each Grantor will
hold and preserve its records relating to the Collateral, including, without limitation, the
Assigned Agreements and Related Contracts, and will permit representatives of the Agent at any time
during normal business hours to inspect and make abstracts from such records and other documents to
the extent provided in Section 5.01(e) of the Credit Agreement. If any Grantor does not have an
organizational identification number and later obtains one, it will forthwith notify the Agent of
such organizational identification number.
14
(b) Except as otherwise provided in this subsection (b), each Grantor will continue to
collect, at its own expense, all amounts due or to become due such Grantor under the Assigned
Agreements and Receivables. In connection with such collections, such Grantor may take (and, at
the Agent’s direction, will take) such action as such Grantor or the Agent may deem necessary or
advisable to enforce collection of the Assigned Agreements and Receivables; provided, however, that
the Agent shall have the right at any time, upon the occurrence and during the continuance of an
Event of Default and upon written notice to such Grantor of its intention to do so, to notify the
Obligors under any Assigned Agreements and Receivables of the assignment of such Assigned
Agreements to the Agent and to direct such Obligors to make payment of all amounts due or to become
due to such Grantor thereunder directly to the Agent and, upon such notification and at the expense
of such Grantor, to enforce collection of any such Assigned Agreements and Receivables, to adjust,
settle or compromise the amount or payment thereof, in the same manner and to the same extent as
such Grantor might have done, and to otherwise exercise all rights with respect to such Assigned
Agreements and Receivables, including, without limitation, those set forth in Section 9-607 of the
UCC. After receipt by any Grantor of the notice from the Agent referred to in the proviso to the
preceding sentence, (i) all amounts and proceeds (including, without limitation, instruments)
received by such Grantor in respect of the Assigned Agreements and Receivables of such Grantor
shall be received in trust for the benefit of the Secured Parties, shall be segregated from other
funds of such Grantor and shall be forthwith paid over to the Agent in the same form as so received
(with any necessary indorsement) to be deposited in the Agent Sweep Account in the United States
and either (A) released to such Grantor so long as no Event of Default shall have occurred and be
continuing or (B) if any Event of Default shall have occurred and be continuing, applied as
provided in Section 19(b) of this Agreement or as provided in Section 2.18(h) of the Credit
Agreement, and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any
Receivable or amount due on any Assigned Agreement, release wholly or partly any Obligor thereof or
allow
any credit or discount thereon other than credits or discounts given in the ordinary course of
business.
Section 11. As to Intellectual Property Collateral. (a) With respect to each item
of its Intellectual Property Collateral material to the business of the Company and its
Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable steps as
determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent
and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i)
maintain the validity and enforceability of such Intellectual Property Collateral and maintain such
Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and
maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of
each patent, trademark, or copyright registration or application, now or hereafter included in such
Intellectual Property Collateral of such Grantor, including, without limitation, the payment of
required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and
Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of
applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S.
Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal
applications or extensions, the payment of maintenance fees and the participation in interference,
reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each
case except where the failure to so file, register or maintain is not reasonably likely to have a
Material Adverse Effect. No Grantor shall, without the written consent of the Agent, which shall
15
not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material
Intellectual Property Collateral, or abandon any right to file an application for patent,
trademark, or copyright, unless such Grantor shall have determined that such use or the pursuit or
maintenance of such Intellectual Property Collateral is no longer necessary or desirable in the
conduct of such Grantor’s business and that the loss thereof would not be reasonably likely to have
a Material Adverse Effect.
(b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to
the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights.
(c) In the event that any Grantor becomes aware that any item of the Intellectual Property
Collateral is being infringed or misappropriated by a third party, such Grantor shall take such
commercially reasonable actions determined in its reasonable discretion, at its expense, to protect
or enforce such Intellectual Property Collateral, including, without limitation, suing for
infringement or misappropriation and for an injunction against such infringement or
misappropriation.
(d) Each Grantor shall take all reasonable steps which it deems appropriate under the
circumstances to preserve and protect each item of its material Trademarks included in the
Intellectual Property Collateral, including, without limitation, maintaining substantially the
quality of any and all products or services used or provided in connection with any of the
Trademarks, consistent with the general quality of the products and services as of the date
hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of
the Trademarks use such consistent standards of quality.
(e) With respect to its Intellectual Property Collateral, upon the reasonable request of Agent
made upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to
execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit A
hereto or otherwise in form and substance satisfactory to the Agent (an “Intellectual Property
Security Agreement”), for recording the security interest granted hereunder to the Agent in such
Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright
Office, and any other governmental authorities necessary to perfect the security interest hereunder
in such Intellectual Property Collateral.
(f) Upon the occurrence of and during the continuance of an Event of Default, each entity
which executes a Security Agreement Supplement as Grantor shall execute and deliver to the Agent
with such written notice, or otherwise authenticate, an agreement substantially in the form of
Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “IP Security
Agreement Supplement”) covering such Intellectual Property, which IP Security Agreement Supplement
shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any
other governmental authorities necessary to perfect the security interest hereunder in such
Intellectual Property.
Section 12. Voting Rights; Dividends; Etc. (a) So long as no Default under Section
6.01(a) or (e) of the Credit Agreement shall have occurred and be continuing:
16
(i) Each Grantor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Security Collateral of such Grantor or any part thereof for any
purpose.
(ii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest and other distributions paid in respect of the Security Collateral of such Grantor
if and to the extent that the payment thereof is not otherwise prohibited by the terms of
the Loan Documents; provided, however, that any and all dividends, interest and other
distributions paid or payable in the form of instruments or certificates in respect of, or
in exchange for, any Security Collateral, shall be promptly delivered to the Agent to hold
as Security Collateral and shall, if received by such Grantor, be received in trust for the
benefit of the Secured Parties, be segregated from the other property or funds of such
Grantor and be promptly delivered to the Agent as Security Collateral in the same form as so
received (with any necessary indorsement).
(iii) The Agent will execute and deliver (or cause to be executed and delivered) to
each Grantor all such proxies and other instruments as such Grantor may reasonably request
for the purpose of enabling such Grantor to exercise the voting and other rights that it is
entitled to exercise pursuant to paragraph (i) above and to receive the dividends or
interest payments that it is authorized to receive and retain pursuant to paragraph (ii)
above.
(b) Upon the occurrence and during the continuance of a Default under Section 6.01(a) or (e)
of the Credit Agreement:
(i) All rights of each Grantor (x) to exercise or refrain from exercising the voting
and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 12(a)(i) shall, upon notice to such Grantor by the Agent, cease and (y) to receive
the dividends, interest and other distributions that it would otherwise be authorized to
receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such
rights shall thereupon become vested in the Agent for the benefit of the Secured Parties,
which shall thereupon have the sole right to exercise or refrain from exercising such voting
and other consensual rights and to receive and hold as Security Collateral such dividends,
interest and other distributions.
(ii) All dividends, interest and other distributions that are received by any Grantor
contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust
for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor
and shall be promptly paid over to the Agent as Security Collateral in the same form as so
received (with any necessary indorsement).
Section 13. As to the Assigned Agreements. (a) Each Grantor will at its expense:
(i) perform and observe all terms and provisions of the Assigned Agreements to be
performed or observed by it to the extent consistent with its past practice or reasonable
business judgment, maintain the Assigned Agreements to which it is a party in
17
full force and
effect, enforce the Assigned Agreements to which it is a party in accordance with the terms
thereof and take all such action to such end as may be requested from time to time by the
Agent; and
(ii) furnish to the Agent promptly upon receipt thereof copies of all notices of
defaults in excess of $50,000,000 received by such Grantor under or pursuant to the Assigned
Agreements to which it is a party, and from time to time (A) furnish to the Agent such
information and reports regarding the Assigned Agreements and such other Collateral of such
Grantor as the Agent may reasonably request and (B) upon request of the Agent, make to each
other party to any Assigned Agreement to which it is a party such demands and requests for
information and reports or for action as such Grantor is entitled to make thereunder.
(b) Each Grantor hereby consents on its behalf and on behalf of its Subsidiaries to the
assignment and pledge to the Agent for benefit of the Secured Parties of each Assigned Agreement to
which it is a party by any other Grantor hereunder.
(c) Each Grantor agrees, upon the reasonable request of Agent, to instruct each other party to
each Assigned Agreement to which it is a party, that all payments due or to become due under or in
connection with such Assigned Agreement will be made directly to a Pledged Deposit Account.
(d) All moneys received or collected pursuant to subsection (c) above shall be (i) released to
the applicable Grantor on the terms set forth in Section 5 so long as no Event of Default shall
have occurred and be continuing or (ii) if any Event of Default shall have occurred and be
continuing, applied as provided in Section 19(b).
Section 14. As to Letter-of-Credit Rights and Commercial Tort Claims. (a) Except as
otherwise permitted by the Credit Agreement and this Agreement, each Grantor, by granting a
security interest in its Receivables consisting of letter-of-credit rights to the Agent, hereby
assigns to the Agent such rights (including its contingent rights) to the proceeds of all Related
Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or
assignee. Upon request of the Agent, each Grantor will promptly use commercially reasonable
efforts to cause the issuer of each letter-of-credit with a stated amount in excess of $10,000,000
and each nominated person (as defined in Section 5-102 of the UCC) (if any) with respect thereto to
consent to such assignment of the proceeds thereof pursuant to a consent in form and substance
reasonably satisfactory to the Agent and deliver written evidence of such consent to the Agent.
(b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will,
promptly upon request by the Agent, (i) notify (and such Grantor hereby authorizes the Agent to
notify) the issuer and each nominated person with respect to each of the Related Contracts
consisting of letters of credit that the proceeds thereof have been assigned to the Agent hereunder
and any payments due or to become due in respect thereof are to be made directly to the Agent or
its designee and (ii) arrange for the Agent to become the transferee beneficiary of letter of
credit.
18
(c) In the event that any Grantor hereafter acquires or has any commercial tort claim that has
been filed with any court in excess of $25,000,000 in the aggregate, it shall, promptly after such
claim has been filed with such court, deliver a supplement to Schedule X hereto, identifying such
new commercial tort claim; provided, however, that, with respect to any commercial
tort claim in respect of Intellectual Property Collateral, the obligation set forth in this Section
14(c) shall only be applicable with respect to any such commercial tort claims to the extent
relating to Intellectual Property Collateral with respect to which the applicable Grantors have
executed or otherwise authenticated (or have an obligation pursuant to Section 11(e) to execute or
otherwise authenticate) an Intellectual Property Security Agreement.
Section 15. Transfers and Other Liens; Additional Shares. (a) Each Grantor agrees
that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any
of the Collateral, other than sales, assignments and other dispositions of Collateral, and options
relating to Collateral, permitted under the terms of the Credit Agreement or (ii) create or suffer
to exist any Lien upon or with respect to any of the Collateral of such Grantor except for the
pledge, assignment and security interest created under this Agreement and Liens permitted under the
Credit Agreement.
(b) Subject to the terms of the Credit Agreement and this Agreement, each Grantor agrees that
it will (i) cause each issuer of the Pledged Equity pledged by such Grantor
not to issue any equity interests or other securities in addition to or in substitution for
the Pledged Equity issued by such issuer except to such Grantor or its Affiliates, and (ii) pledge
hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional
equity interests or other securities as required by Section 5.01(i) of the Credit Agreement from
time to time acquired by such Grantor in any manner.
Section 16. Agent Appointed Attorney in Fact. Each Grantor hereby irrevocably
appoints the Agent such Grantor’s attorney-in-fact, with full authority in the place and stead of
such Grantor and in the name of such Grantor or otherwise, from time to time, upon the occurrence
and during the continuance of an Event of Default, in the Agent’s discretion, to take any action
and to execute any instrument that the Agent may deem necessary or advisable to accomplish the
purposes of this Agreement, including, without limitation:
(a) to obtain and adjust insurance required to be paid to the Agent pursuant to Section
9,
(b) to ask for, demand, collect, xxx for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral,
(c) to receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) or (b) above, and
(d) to file any claims or take any action or institute any proceedings that the Agent
may deem necessary or desirable for the collection of any of the Collateral or otherwise to
enforce compliance with the terms and conditions of any Assigned Agreement or the rights of
the Agent with respect to any of the Collateral.
19
Section 17. Agent May Perform. If any Grantor fails to perform any agreement
contained herein, the Agent may, but without any obligation to do so, upon notice to the Company of
at least five Business Days in advance and if the Company fails to cure within such period, itself
perform, or cause performance of, such agreement, and the expenses of the Agent incurred in
connection therewith shall be payable by such Grantor under Section 20.
Section 18. The Agent’s Duties. (a) The powers conferred on the Agent hereunder are
solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the Agent shall have no
duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any
Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights pertaining to any
Collateral. The Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to that which it
accords its own property.
(b) Anything contained herein to the contrary notwithstanding, the Agent may from time to
time, when the Agent deems it to be necessary, appoint one or more of its Affiliates (or, with the
consent of the Company, any other Persons) subagents (each a “Subagent”) for the Agent hereunder
with respect to all or any part of the Collateral. In the event that the Agent so appoints any
Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the
security interest granted in such Collateral by each Grantor hereunder shall be deemed for purposes
of this Agreement to have been made to such Subagent, in addition to the Agent, for the ratable
benefit of the Secured Parties, as security for the Secured Obligations of such Grantor, (ii) such
Subagent shall automatically be vested, in addition to the Agent, with all rights, powers,
privileges, interests and remedies of the Agent hereunder with respect to such Collateral, and
(iii) the term “Agent,” when used herein in relation to any rights, powers, privileges, interests
and remedies of the Agent with respect to such Collateral, shall include such Subagent; provided,
however, that no such Subagent shall be authorized to take any action with respect to any such
Collateral unless and except to the extent expressly authorized in writing by the Agent.
Section 19. Remedies. If any Event of Default shall have occurred and be continuing
and such Event of Default has resulted in the acceleration of the Secured Obligations, which
acceleration has not been rescinded or otherwise terminated:
(a) The Agent may exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights and remedies
of a secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral) and also may: (i) require each Grantor to, and each Grantor hereby
agrees that it will at its expense and upon request of the Agent forthwith, assemble all or
part of the Collateral as directed by the Agent and make it available to the Agent at a
place and time to be designated by the Agent that is reasonably convenient to both parties;
(ii) without notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Agent’s offices or
20
elsewhere,
for cash, on credit or for future delivery, and upon such other terms as the Agent may deem
commercially reasonable; (iii) occupy, consistent with Section 5.01(e) of the Credit
Agreement, on a non-exclusive basis any premises owned or leased by any of the Grantors
where the Collateral or any part thereof is assembled or located for a reasonable period in
order to effectuate its rights and remedies hereunder or under law, without obligation to
such Grantor in respect of such occupation; and (iv) exercise any and all rights and
remedies of any of the Grantors under or in connection with the Collateral, or otherwise in
respect of the Collateral, including, without limitation, (A) any and all rights of such
Grantor to demand or otherwise require payment of any amount under, or performance of any
provision of, the Assigned Agreements, the Receivables and the other Collateral, (B)
withdraw, or cause or direct the withdrawal, of all funds with respect to the Account
Collateral, and (C) exercise all other rights and remedies with
respect to the Assigned Agreements, the Receivables and the other Collateral,
including, without limitation, those set forth in Section 9-607 of the UCC. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten days’
notice to such Grantor of the time and place of any public sale, or of the time after which
any private sale is to be made shall constitute reasonable notification. The Agent shall
not be obligated to make any sale of Collateral regardless of notice of sale having been
given. The Agent may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.
(b) Any cash held by or on behalf of the Agent and all cash proceeds received by or on
behalf of the Agent in respect of any sale of, collection from, or other realization upon
all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent
as collateral for, and/or then or at any time thereafter shall be applied in whole or in
part by the Agent for the ratable benefit of the Secured Parties against, all or any part of
the Secured Obligations, in accordance with Section 6.04 of the Credit Agreement.
(c) All payments received by any Grantor under or in connection with any Assigned
Agreement or otherwise in respect of the Collateral shall be received in trust for the
benefit of the Agent, shall be segregated from other funds of such Grantor and shall be
forthwith paid over to the Agent in the same form as so received (with any necessary
indorsement).
(d) Subject to the provisions of Section 9.06 of the Credit Agreement, the Agent may,
without notice to any Grantor except as required by law and at any time or from time to
time, charge, set off and otherwise apply all or any part of the Secured Obligations against
any funds held with respect to the Account Collateral or in any other deposit account.
(e) In the event of any sale or other disposition of any of the Intellectual Property
Collateral of any Grantor, the goodwill symbolized by any Trademarks subject to such sale or
other disposition shall be included therein, and such Grantor shall supply to the Agent or
its designee, to the extent practicable, such Grantor’s know-how and expertise, and
documents and things relating to any Intellectual Property Collateral subject to such sale
or other disposition, and such Grantor’s customer lists and other
21
records and documents
relating to such Intellectual Property Collateral and to the manufacture, distribution,
advertising and sale of products and services of such Grantor.
(f) In each case under this Agreement in which the Agent takes any action with respect to the
Collateral, including proceeds, the Agent shall provide to the Company such records and information
regarding the possession, control, sale and any receipt of amounts with respect to such Collateral
as may be reasonably requested by the Company as a basis for the preparation of the company’s
financial statements in accordance with GAAP.
Section 20. Indemnity and Expenses. (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party
and each of their Affiliates and their respective officers, directors, employees, trustees, agents
and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all
claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees
and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful
misconduct.
(b) Each Grantor will upon demand pay to the Agent the amount of any and all reasonable
expenses, including, without limitation, the reasonable fees and expenses of its counsel and of any
experts and agents, that the Agent may incur in connection with (i) the custody, preservation, use
or operation of, or the sale of, collection from or other realization upon, any of the Collateral
of such Grantor, (ii) the exercise or enforcement of any of the rights of the Agent or the other
Secured Parties hereunder or (iii) the failure by such Grantor to perform or observe any of the
provisions hereof.
Section 21. Amendments; Waivers; Additional Grantors; Etc. (a) No amendment or
waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed by the Agent and,
with respect to any amendment, the Company on behalf of the Grantors, and then such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which
given. No failure on the part of the Agent or any other Secured Party to exercise, and no delay in
exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the exercise of any
other right.
(b) Upon the execution and delivery by any Person of a security agreement supplement in
substantially the form of Exhibit C hereto (each a “Security Agreement Supplement”), such Person
shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and
each reference in this Agreement and the other Loan Documents to “Grantor” shall also mean and be a
reference to such Additional Grantor, each reference in this Agreement and the other Loan Documents
to the “Collateral” shall also mean and be a reference to the Collateral granted by such Additional
Grantor and each reference in this
22
Agreement to a Schedule shall also mean and be a reference to
the schedules attached to such Security Agreement Supplement.
Section 22. Confidentiality; Notices; References. (a) The confidentiality provisions
of Section 9.09 of the Credit Agreement shall apply to all information received by the Agent or any
Lender under this Agreement.
(b) All notices and other communications provided for hereunder shall be delivered as provided
in Section 9.02 of the Credit Agreement.
(c) The definitions of certain terms used in this Agreement are set forth in the following
locations:
Account Collateral
|
Section 1(f) | |
Agreement
|
Preamble | |
Agreement Collateral
|
Section 1(e) | |
Assigned Agreements
|
Section 1(e) | |
Borrower
|
Preamble | |
Collateral
|
Section 1 | |
Copyrights
|
Section 1 (g)(iii) | |
Credit Agreement
|
Recitals (2) | |
Deposit Account Control Agreement
|
Section 5(a) | |
Equipment
|
Section 1(a) | |
Grantor, Grantors
|
Preamble | |
Initial Pledged Equity
|
Recitals (5) | |
Initial Pledged Debt
|
Recitals (5) | |
Intellectual Property Collateral
|
Section 1(g) | |
Inventory
|
Section 1(b) | |
IP Agreements
|
Section 1(g)(v) | |
Material Subsidiary
|
Section 1(d)(iii) | |
Obligor
|
Section 5(a) | |
Patents
|
Section 1(g)(i) | |
Pledged Debt
|
Section 1(d)(iv) | |
Pledged Deposit Accounts
|
Recitals (6) | |
Pledged Equity
|
Section 1(d)(iii) | |
Receivables
|
Section 1(c) | |
Related Contracts
|
Section 1(c) | |
Secured Obligations
|
Section 2 | |
Secured Parties
|
Section 2 | |
Security Collateral
|
Section 1(d) | |
Specified Collateral
|
Section 6(m) | |
Trademarks
|
Section 1(g)(ii) | |
Trade Secrets
|
Section 1(g)(iii) | |
UCC
|
Recitals (9) |
23
Section 23. Continuing Security Interest; Assignments Under the Credit Agreement.
This Agreement shall create a continuing security interest in the Collateral and shall (a) except
as otherwise provided in Section 9.16 of the Credit Agreement, remain in full force and effect
until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the
Termination Date and (iii) the termination or expiration of all Letters of Credit, (b) be binding
upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies
of the Agent hereunder, to the benefit of the Secured Parties and their respective successors,
permitted transferees and permitted assigns. Without limiting the generality of the
foregoing clause (c), to the extent permitted in Section 9.08 of the Credit Agreement, any
Lender may assign or otherwise transfer all or any portion of its rights and obligations under the
Credit Agreement (including, without limitation, all or any portion of its Commitments, the
Advances owing to it and the Note or Notes, if any, held by it) to any permitted transferee, and
such permitted transferee shall thereupon become vested with all the benefits in respect thereof
granted to such Lender herein or otherwise.
Section 24. Release; Termination. (a) Upon any sale, lease, transfer or other
disposition of any item of Collateral of any Grantor in accordance with the terms of the Loan
Documents, or upon any Subsidiary ceasing to be a Material Subsidiary, the security interests
granted under this Agreement by such Grantor in such Collateral or in the shares of stock or equity
interests (including, without limitation, any Initial Pledged Equity) of such Subsidiary that has
ceased to be a Material Subsidiary shall immediately terminate and automatically be released and
Agent will promptly deliver at the Grantor’s request to such Grantor all certificates representing
any Pledged Equity released and all notes and other instruments representing any Pledged Debt,
Receivables or other Collateral, and Agent will, at such Grantor’s expense, promptly execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence the
release of such item of Collateral from the assignment and security interest granted hereby;
provided, however, that no such documents shall be required unless such Grantor shall have
delivered to the Agent, at least five Business Days prior to the date such documents are required
by Grantor, or such lesser period of time agreed by the Agent, a written request for release
describing the item of Collateral and the consideration to be received in the sale, transfer or
other disposition and any expenses in connection therewith, together with a form of release for
execution by the Agent and a certificate of such Grantor to the effect that the transaction is in
compliance with the Loan Documents.
(b) The pledge and security interest granted hereby will be terminated as set forth in Section
9.16(b) of the Credit Agreement and upon such termination all rights to the Collateral shall revert
to the applicable Grantor and the Agent will promptly deliver to the applicable Grantors all
certificates representing any Pledged Equity or Pledged Debt, Receivables or other Collateral.
Section 25. Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page to this Agreement by telecopier or .pdf shall be effective as delivery of an
original executed counterpart of this Agreement.
24
Section 26. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
Section 27. Jurisdiction; Waiver of Jury Trial. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in
any such New York State court or, to the extent permitted by law, in such federal court. Each
Grantor hereby further irrevocably consents to the service of process in any action or proceeding
in such courts by the mailing thereof by any parties hereto by registered or certified mail,
postage prepaid, to the Borrower at its address specified pursuant to Section 9.02 of the Credit
Agreement. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that any
party may otherwise have to bring any action or proceeding relating to this Agreement in the courts
of any jurisdiction.
(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New
York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(c) Each of the parties hereto hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or the actions of the Agent or any Secured Party in the negotiation,
administration, performance or enforcement thereof.
Section 28. Continuation of Liens Granted Under the Existing Security Agreement. This
Agreement shall become effective upon the Agent’s receipt of executed counterparts to this
Agreement from the Borrower and each other Grantor listed on the signature pages hereof. Upon the
effectiveness of this Agreement, (a) the terms and condition of the Existing US Security Agreement
shall be amended as set forth herein and, as so amended, shall be restated in their entirety and
(b) Bank of America will succeed as Agent hereunder in accordance with Section 8.12 of the Credit
Agreement. This Agreement shall not in any way release or impair the rights, duties, obligations
or Liens, security interests and hypothecs created pursuant to the Existing US Security Agreement
or affect the relative priorities thereof, in each case to the extent in force and effect
thereunder as of the effective date of this Agreement, except as specifically modified hereby or by
documents, instruments and agreements executed and delivered in connection herewith, and all of
such rights, duties, obligations, Liens, security interests and hypothecs are assumed, ratified and
affirmed by the Borrower and each other Grantor. The Liens, security interests and hypothecs
granted in favor of the Agent pursuant to the Existing US Security Agreement shall continue without
any diminution thereof and shall remain in full force and effect on and after the effectiveness of
this Agreement. Without limiting
25
the generality of the foregoing, this Agreement and all of the
Collateral described herein do and
shall continue to secure the payment of all Secured Obligations of the Grantors under the Loan
Documents to the extent provided herein.
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.
XXXXXXX KODAK COMPANY |
||||
By: | /s/ Xxxxxxx X. Love | |||
Name: | Xxxxxxx X. Love | |||
Title: | Treasurer | |||
CREO MANUFACTURING AMERICA LLC KODAK AVIATION LEASING LLC |
||||
By: | /s/ Xxxxxxx X. Love | |||
Name: | Xxxxxxx X. Love | |||
Title: | Manager | |||
EASTMAN GELATINE CORPORATION XXXXXXX KODAK INTERNATIONAL CAPITAL COMPANY, INC. FAR EAST DEVELOPMENT LTD. FPC INC. KODAK (NEAR EAST), INC. KODAK AMERICAS, LTD. KODAK IMAGING NETWORK, INC. KODAK PORTUGUESA LIMITED KODAK REALTY, INC. LASER-PACIFIC MEDIA CORPORATION PAKON, INC. QUALEX, INC. |
||||
By: | /s/ Xxxxxxx X. Love | |||
Name: | Xxxxxxx X. Love | |||
Title: | Treasurer |
26
KODAK PHILIPPINES, LTD. NPEC INC. |
||||
By: | /s/ Xxxxxxx X. Love | |||
Name: | Xxxxxxx X. Love | |||
Title: | Assistant Treasurer |
27
Schedule I, Part I
to the US Security Agreement
to the US Security Agreement
INVESTMENT PROPERTY
Part I
Initial Pledged Equity
Total | Percentage of | |||||||||||||||||||||
Issuer of | Class of | Number of | Number of | Outstanding | ||||||||||||||||||
Pledged | Equity | Certificate | Shares | Shares | Shares | |||||||||||||||||
Grantor | Equity | Interest | Par Value | No(s) | Outstanding | Pledged | Pledged | |||||||||||||||
Xxxxxxx Kodak Company |
Xxxxxxx Kodak Holdings B.V. | Common shares |
Nominal value of 1,000 Dutch Guilder or €453,78 as per article 2:178c BW | Not applicable |
20,401 | 13,260 | 65 | % | ||||||||||||||
Xxxxxxx
|
Kodak | Ordinary | UK£1.0 | 89 | 100,000,000 | 65,000,000 | 65 | % | ||||||||||||||
Kodak
|
Limited | shares | Ordinary | Ordinary | ||||||||||||||||||
Company
|
shares | shares | ||||||||||||||||||||
93 | 30,000,000 | 19,500,000 | 65 | % | ||||||||||||||||||
Ordinary | Ordinary | |||||||||||||||||||||
shares | shares | |||||||||||||||||||||
Xxxxxxx Kodak Company |
Kodak Holding GmbH |
Shares in a limited liability company |
€2,557,800 | Not applicable |
20 | 13 | 65 | % |
Schedule I, Part II
to the US Security Agreement
to the US Security Agreement
INVESTMENT PROPERTY
Part II
Initial Pledged Debt
Final | ||||||
Grantor | Debt Issuer | Description of Debt | Maturity | |||
Xxxxxxx Kodak Company
|
Kodak Graphic Communications Canada Company | Branch Loan | 6/30/11 | |||
Xxxxxxx Kodak Company
|
Kodak Americas, Ltd. | Branch Loan | 12/31/11 | |||
Xxxxxxx Kodak Company
|
Kodak (Egypt) S.A.E. | Branch Loan | 12/31/11 | |||
Xxxxxxx Kodak Company
|
Kodak International Finance Limited | Branch Loan | 6/30/11 | |||
Xxxxxxx Kodak Company
|
Creo Asia Pacific (Singapore) Pte Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Creo Asia Pacific Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Creo SRL | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Xxxxxxx Kodak Sarl | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Far East Development Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Australasia) Pty. Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (China) Company Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (China) Graphic Communications Company Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (China) Investment Co., Inc. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Egypt) S.A.E. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Hong Kong) Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Near East), Inc. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Singapore) Pte. Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Taiwan) Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Thailand) Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Wuxi) Company Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak (Xiamen) Digital Imaging Products Company | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Americas, Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Argentina S.A.I.C. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Brasileira Comercio de Produtos para Imagem e Servicos Ltda. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Canada Inc. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak da Amazonia Industria e Comercio Ltda. | Intercompany Receivable | Monthly |
Final | ||||||
Grantor | Debt Issuer | Description of Debt | Maturity | |||
Xxxxxxx Kodak Company
|
Kodak de Mexico S.A. de C.V. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Electronic Products (Shanghai) Company Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Export de Mexico, S. de X.X. de C.V. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Graphic Communications Canada Company | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Graphic Communications GmbH | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak India Private Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak International Finance Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Japan Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Korea Ltd. (South Korea) | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Mexicana S.A. de C.V. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Philippines, Ltd. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak SA/NV | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak S.p.A. | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak Venezuela, S.A. | Intercompany Receivable | Monthly | |||
Qualex, Inc.
|
Kodak Canada Inc. | Intercompany Receivable | Monthly | |||
Qualex, Inc.
|
Kodak (China) Limited | Intercompany Receivable | Monthly | |||
Xxxxxxx Kodak Company
|
Kodak de Mexico S.A. de C.V. | Intercompany Receivable | Monthly |
Schedule I, Part III
to the US Security Agreement
to the US Security Agreement
INVESTMENT PROPERTY
Part III
Other Investment Property
Certificate | Other | |||||||
Grantor | Issuer | Name of Investment | No(s) | Identification | ||||
Xxxxxxx Kodak
Company
|
Federated Prime Cash Obligation 851 |
Money Market Fund | n/a | [*] | ||||
Xxxxxxx Kodak
Company
|
Xxxxxx Xxxxxxx Prime Instl #8301 | Money Market Fund | n/a | [*] | ||||
Xxxxxxx Kodak
Company
|
Bank of America | Eurodollar Time Deposit | n/a | n/a | ||||
Xxxxxxx Kodak
Company
|
Sumitomo Mitsui Banking Corp. | Eurodollar Time Deposit | n/a | n/a | ||||
Xxxxxxx Kodak
Company
|
Citibank | Eurodollar Time Deposit | n/a | n/a | ||||
Xxxxxxx Kodak
Company
|
Lloyds | Eurodollar Time Deposit | n/a | n/a |
[*] | Certain confidential information contained in this document has been omitted from public filing pursuant to a request for confidential treatment submitted to the U.S. Securities and Exchange Commission. The omitted information, which has been identified with the symbol “[*],” has been filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
Schedule II
to the US Security Agreement
to the US Security Agreement
PLEDGED DEPOSIT ACCOUNTS
Name and Address | Account | |||||
Grantor | of Bank | Number | Contact Name | |||
Eastman Gelatine Corp.
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of America, 000 Xxxxxxxxx Xx. XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of America, 000 Xxxxxxxxx Xx. XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of America, 000 Xxxxxxxxx Xx. XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of Colorado-Front Range, 000 Xxxx Xxxxxx, XX Xxx 000, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Bank of the West, 000 X. Xxxxx Xxxxx Xxxxx 000, Xxxxxx Xxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] |
Name and Address | Account | |||||
Grantor | of Bank | Number | Contact Name | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
Citizens Alliance Bank, 00 Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx Xxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
ESL Federal Credit Union, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
[*] | [*] | |||
Xxxxxxx Kodak Company
|
XX Xxxxxx Chase, 000 Xxxx Xxxxxx, Xxx Xxxx XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
XX Xxxxxx Chase, 000 Xxxx Xxxxxx, Xxx Xxxx XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
XX Xxxxxx Chase, 000 Xxxx Xxxxxx, Xxx Xxxx XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Keybank, 000 Xxxxxxxx, 00xx Xxxxx XX-00-00-0000 Xxxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
Keybank, 000 Xxxxxxxx, 00xx Xxxxx XX-00-00-0000 Xxxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak Company
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] | |||
Xxxxxxx Kodak
International Capital
Company Inc.
|
Citibank, N.A, 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Far East Development Ltd.
|
Citibank, N.A, 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
FPC Inc.
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] |
Name and Address | Account | |||||
Grantor | of Bank | Number | Contact Name | |||
FPC Inc.
|
Bank of America, 000 Xxxxxxxxx Xxxxxx XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Kodak Imaging Network
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
KPG Barbados Ltd.
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] | |||
Laser Edit, Inc.
|
Bank of America, 000 Xxxxxxxxx Xxxxxx XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Laser Pacific Media
|
Bank of America, 000 Xxxxxxxxx Xxxxxx XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
NPEC Inc.
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Pacific Video Inc.
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Qualex, Inc.
|
Bank of America, 000 Xxxxxxxxx Xx XX 00xx Xxxxx, Xxxxxxx, XX 00000 | [*] | [*] | |||
Qualex, Inc.
|
Bank of New York Mellon, 000 Xxxx Xxxxxx, Xxxxx 000-0000, Xxxxxxxxxx, XX 00000-0000 | [*] | [*] | |||
Qualex, Inc.
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Qualex, Inc.
|
Citibank, N.A., 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000 | [*] | [*] | |||
Qualex, Inc.
|
PNC Bank, Xxx Xxxxx Xxxxxx 00xx Xxxxx, X. Xxxxxxxxx, XX 00000 | [*] | [*] |
[*] | Certain confidential information contained in this document has been omitted from public filing pursuant to a request for confidential treatment submitted to the U.S. Securities and Exchange Commission. The omitted information, which has been identified with the symbol “[*],” has been filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. |
Schedule III
to the US Security Agreement
RECEIVABLES AND AGREEMENT COLLATERAL
Note | Description of | |||||||
Grantor | Payee | Receivable | Amount ($M) | Final Maturity | ||||
None over $10M |
Schedule IV
to the US Security Agreement
INTELLECTUAL PROPERTY
A. | Patents |
(i) | Patents held for sale — NONE. | ||
(ii) | All other patents — on file with the Agent. |
B. | Domain Names |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxxxxx.xxx
|
9/29/2011 | MelbourneIT | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxxxxxx.xxx
|
5/2/2011 | MelbourneIT | ||
xxx.xxx
|
5/28/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
12/23/2011 | Xxxxxxx.xxx | ||
xxxxxxxxxxx.xxx.xx
|
8/2/2012 | Xxxxxxx.xxx | ||
xxxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
10/4/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
10/4/2012 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxx.xxx
|
6/23/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
10/17/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxxxx.xxx
|
8/18/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
3/22/2014 | NetworkSolutions | ||
xxxxxxxx.xxx
|
7/15/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
7/16/2013 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
12/72011 | NetworkSolutions |
Domain Name | Expiration Date | Registrar | ||
xxxxxx.xxx
|
8/15/2015 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
10/24/2013 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
4/18/2014 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
10/31/2013 | NetworkSolutions | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxx.xxx
|
8/8/2014 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxx.xxx
|
8/8/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
4/18/2014 | NetworkSolutions | ||
xxxxxxxx.xxx
|
7/16/2013 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
12/12/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
12/12/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
12/12/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
12/12/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
12/12/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
11/12/2011 | NetworkSolutions | ||
xxxxxxxx.xxx
|
3/27/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
9/9/2013 | NetworkSolutions | ||
xxxxxxx.xxx
|
9/1/2015 | NetworkSolutions | ||
xxxxxxxx.xxx
|
9/1/2015 | NetworkSolutions | ||
xxxxxxx.xxx
|
9/1/2015 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxx.xxx
|
9/1/2015 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
12/24/2011 | NetworkSolutions | ||
xxxx-xxxxxx.xxx
|
1/18/2012 | NetworkSolutions | ||
xxxxxxxxxx.xxxx
|
9/15/2012 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
1/18/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxx.xxx
|
5/16/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
10/20/2012 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
3/13/2012 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
2/6/2013 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
2/6/2013 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
2/6/2013 | NetworkSolutions |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
8/23/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
8/22/2012 | NetworkSolutions | ||
xxxxxxxx.xxx
|
3/22/2014 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
1/17/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
4/18/2014 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
1/11/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
4/4/2012 | NetworkSolutions | ||
xxxx-xxx.xxx
|
3/28/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
3/7/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/8/2012 | NetworkSolutions | ||
xxxx-xxxxx.xxx
|
6/20/2014 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/8/2012 | NetworkSolutions | ||
xxxx-xxxxx.xxx
|
10/28/2013 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxxxxx.xxx
|
11/8/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxx.xxx
|
4/3/2012 | NetworkSolutions | ||
xxxx.xxxx
|
9/15/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
10/16/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
10/16/2012 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
3/26/2014 | NetworkSolutions | ||
x0xx.xxx
|
8/9/2016 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
5/26/2012 | MelbourneIT | ||
xxxxxxx.xxx
|
9/20/2011 | MelbourneIT | ||
xxxxxxxxxxxxxx.xxx
|
12/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxxxx.xxx
|
10/29/2011 | MelbourneIT | ||
xxxxxxxxx.xxx
|
4/27/2012 | MelbourneIT | ||
xxxxxxxxxxxxxxxx.xxx
|
12/29/2011 | MelbourneIT | ||
xxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxx.xxx
|
11/12/2011 | NetworkSolutions | ||
xxxxx.xxx
|
11/12/2011 | NetworkSolutions |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xxx
|
11/12/2011 | NetworkSolutions | ||
xxxxxxxx.xxx
|
12/7/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxx.xxx
|
11/28/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
x-xxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
x-xxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
x-xxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxx.xxx
|
8/11/2011 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
10/20/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
5/14/2012 | NetworkSolutions | ||
xxx-xxx-xxxxxx.xxx
|
5/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
5/13/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xx
|
5/14/2012 | NetworkSolutions | ||
xxx-xxx-xxxxxxx.xxx
|
5/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxxx
|
5/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
5/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
5/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xx
|
5/13/2012 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
12/3/2011 | NetworkSolutions |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xxx
|
7/18/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxxxxx.xxx
|
10/29/2011 | MelbourneIT | ||
xxxxxxxxxxxxxxxxxxxx.xxx
|
10/29/2011 | MelbourneIT | ||
xxxxxxx0.xxx
|
5/4/2014 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
5/24/2012 | MelbourneIT | ||
xxxxxxxxxxxxxx.xxx
|
2/1/2012 | MelbourneIT | ||
xxxxxxxxxxxxxxx.xxx
|
6/19/2012 | MelbourneIT | ||
xxxxx.xx
|
1/5/2012 | MelbourneIT | ||
xxxxx.xx
|
1/16/2012 | MelbourneIT | ||
xxxxx.xx
|
4/15/2012 | MelbourneIT | ||
xxxxx.xx
|
1/5/2012 | MelbourneIT | ||
xxxxx.xxxx
|
11/24/2011 | MelbourneIT | ||
xxxxx.xx
|
12/22/2011 | MelbourneIT | ||
xxxxx.xx
|
8/30/2011 | MelbourneIT | ||
xxxxx.xx
|
11/12/2011 | MelbourneIT | ||
xxxxx.xx
|
10/10/2011 | MelbourneIT | ||
xxxxx.xx
|
10/1/2011 | MelbourneIT | ||
xxxxx.xx
|
1/10/2012 | MelbourneIT | ||
xxxxx.xx
|
10/31/2011 | MelbourneIT | ||
xxxxx.xx
|
8/17/2011 | MelbourneIT | ||
xxxxx.xx
|
3/17/2012 | Beijing Innovative Linkage Technology Co., Ltd. | ||
xxxxx.xx
|
2/23/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
2/6/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
1/1/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
12/1/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
1/31/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
10/15/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
1/17/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
1/31/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
11/30/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
4/11/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
10/18/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
7/10/2011 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xx.xx
|
12/18/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
2/1/2014 | MelbourneIT | ||
xxxxx.xx.xx
|
7/27/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
5/21/2011 | MelbourneIT | ||
xxxxx.xx.xx
|
2/9/2012 | MelbourneIT | ||
xxxxx.xx.xx
|
1/24/2012 | MelbourneIT | ||
xxxxx.xxx
|
9/15/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
1/16/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
8/21/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
11/1/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
7/7/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
4/23/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
11/21/2012 | Beijing Innovative Linkage Technology Co., Ltd. | ||
xxxxx.xxx.xx
|
9/3/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
11/29/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
3/8/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
2/28/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
1/20/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
10/25/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
8/20/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
9/21/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
12/5/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
5/31/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
3/10/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
11/28/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
7/6/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
8/18/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
10/10/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
12/30/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
10/3/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
7/15/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
1/16/2012 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xxx.xx
|
11/15/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
6/3/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
6/25/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
2/29/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
2/25/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
7/9/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
10/15/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
4/30/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
8/20/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
10/30/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
6/30/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
4/6/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
3/1/2012 | MelbourneIT | ||
xxxxx.xxx.xx
|
3/12/2012 | MelbourneIT | ||
xxxxx.xx
|
4/12/2012 | MelbourneIT | ||
xxxxx.xx
|
10/21/2011 | MelbourneIT | ||
xxxxx.xx
|
8/18/2011 | MelbourneIT | ||
xxxxx.xx
|
9/30/2011 | MelbourneIT | ||
xxxxx.xx
|
11/29/2011 | MelbourneIT | ||
xxxxx.xx
|
1/20/2012 | MelbourneIT | ||
xxxxx.xx
|
3/4/2011 | MelbourneIT | ||
xxxxx.xx
|
8/31/2011 | MelbourneIT | ||
xxxxx.xx
|
9/1/2011 | MelbourneIT | ||
xxxxx.xx
|
1/10/2012 | MelbourneIT | ||
xxxxx.xx
|
12/28/2011 | MelbourneIT | ||
xxxxx.xx
|
11/29/2011 | MelbourneIT | ||
xxxxx.xx
|
1/1/2012 | MelbourneIT | ||
xxxxx.xx
|
1/1/2012 | MelbourneIT | ||
xxxxx.xx
|
12/31/2012 | MelbourneIT | ||
xxxxx.xx
|
1/10/2012 | MelbourneIT | ||
xxxxx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxx.xx
|
12/11/2011 | MelbourneIT | ||
xxxxx.xx
|
10/29/2011 | MelbourneIT | ||
xxxxx.xx
|
2/14/2012 | MelbourneIT | ||
xxxxx.xxxx
|
7/28/2011 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xx
|
11/25/2011 | MelbourneIT | ||
xxxxx.xx
|
6/19/2011 | MelbourneIT | ||
xxxxx.xx
|
8/31/2011 | MelbourneIT | ||
xxxxx.xx
|
2/28/2012 | MelbourneIT | ||
xxxxx.xx
|
11/10/2011 | MelbourneIT | ||
xxxxx.xxxx.xx
|
8/28/2011 | MelbourneIT | ||
xxxxx.xx
|
5/31/2011 | MelbourneIT | ||
xxxxx.xx
|
1/1/2012 | MelbourneIT | ||
xxxxx.xx
|
1/11/2012 | MelbourneIT | ||
xxxxx.xx
|
2/7/2012 | MelbourneIT | ||
xxxxx.xx
|
1/31/2012 | MelbourneIT | ||
xxxxx.xx
|
1/1/2012 | MelbourneIT | ||
xxxxx.xx
|
1/10/2011 | MelbourneIT | ||
xxxxx.xx
|
8/20/2011 | MelbourneIT | ||
xxxxx.xx
|
11/28/2011 | MelbourneIT | ||
xxxxx.xx
|
6/19/2011 | MelbourneIT | ||
xxxxx.xx
|
8/8/2011 | MelbourneIT | ||
xxxxx.xxxx
|
9/14/2011 | MelbourneIT | ||
xxxxx.xx
|
1/11/2012 | MelbourneIT | ||
xxxxx.xx
|
10/25/2011 | MelbourneIT | ||
xxxxx.xxx
|
4/6/2012 | MelbourneIT | ||
xxxxx.xx
|
2/22/2012 | MelbourneIT | ||
xxxxx.xx
|
11/15/2011 | MelbourneIT | ||
xxxxx.xx
|
8/5/2011 | MelbourneIT | ||
xxxxx.xxx.xx
|
1/10/2012 | MelbourneIT | ||
xxxxx.xxx
|
9/8/2011 | MelbourneIT | ||
xxxxx.xx
|
12/31/2020 | MelbourneIT | ||
xxxxx.xx
|
2/17/2011 | MelbourneIT | ||
xxxxx.xx
|
2/29/2012 | MelbourneIT | ||
xxxxx.xx
|
8/9/2011 | MelbourneIT | ||
xxxxx.xx
|
1/10/2012 | MelbourneIT | ||
xxxxx.xx.xxx
|
9/27/2011 | MelbourneIT | ||
xxxxx.xx
|
4/26/2011 | MelbourneIT | ||
xxxxx.xx
|
1/5/2012 | MelbourneIT | ||
xxxxx.xx
|
12/31/2011 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxx.xx
|
10/27/2011 | MelbourneIT | ||
xxxxx.xx
|
1/11/2012 | MelbourneIT | ||
xxxxx.xx
|
3/21/2013 | MelbourneIT | ||
xxxxx.xx
|
1/25/2012 | MelbourneIT | ||
xxxxx.xx
|
11/13/2011 | MelbourneIT | ||
xxxxx.xx
|
5/15/2011 | MelbourneIT | ||
xxxxx.xx
|
4/6/2011 | MelbourneIT | ||
xxxxx.xx
|
1/11/2012 | MelbourneIT | ||
xxxxx.xx
|
11/13/2011 | MelbourneIT | ||
xxxxx.xx
|
5/13/2011 | MelbourneIT | ||
xxxxxxxx0000.xxx
|
12/28/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
2/11/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
2/11/2012 | MelbourneIT | ||
xxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxx-xxx.xxx
|
2/28/2012 | MelbourneIT | ||
xxxxxxxxxx00.xxx
|
2/11/2012 | MelbourneIT | ||
xxxxxxxxxxxxxxxxxxxxx.xxx
|
12/9/2011 | MelbourneIT | ||
xxxxxxxxxxxxx.xxx
|
11/21/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxxx
|
2/6/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
7/10/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/31/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
3/28/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
4/24/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
7/20/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
3/31/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
4/11/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
10/17/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
7/1/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
6/24/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
7/2/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
1/24/2012 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxxxx.xxx
|
5/3/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
12/12/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/15/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
2/19/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
6/2/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/25/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/6/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
9/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/1/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/3/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
6/22/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/12/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
7/21/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/24/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
11/2/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
11/13/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
7/5/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
1/23/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
8/10/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/15/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
11/9/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
7/3/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
12/4/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
1/22/2012 | MelbourneIT | ||
xxxxx-xxxxxxx.xx
|
1/22/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
12/31/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
1/11/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
6/30/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
9/1/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/17/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
6/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/16/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxxx
|
7/28/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/20/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/7/2012 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxxxx.xx
|
10/3/2011 | MelbourneIT | ||
kodakexpress.md
|
2/20/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
7/17/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/22/2012 | MelbourneIT | ||
xxxxx-xxxxxxx.xx
|
2/22/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/27/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
7/25/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
9/19/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
2/29/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
4/17/2013 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/9/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/22/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
11/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxxx
|
11/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/17/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
12/5/2011 | xxxxxxxx.xx | ||
xxxxxxxxxxxx.xx
|
6/21/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
7/20/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
4/16/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
4/19/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx.xx
|
12/30/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
10/6/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
5/9/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
3/1/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/6/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
5/4/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/24/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
10/25/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/23/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/20/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
4/30/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
5/12/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
11/17/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
11/10/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
6/30/2011 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxxxx.xx.xxx
|
3/10/2013 | XxxxxxxXxx.xxx | ||
xxxxxxxxxxxx.xx
|
3/3/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxxx
|
11/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
6/29/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
3/2/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
11/11/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
6/7/2011 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
7/10/2011 | MelbourneIT | ||
xxxxxxxxxxxxxxxxxx.xxx
|
11/15/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
1/26/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
9/3/2011 | MelbourneIT | ||
xxxxxxxxxxxxxxxxxxxxxx.xxx
|
5/4/2012 | XxXxxxx.xxx | ||
xxxxxxxxxxx.xx
|
5/3/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/30/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/31/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx.xx
|
5/3/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx.xx
|
4/28/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx.xx
|
4/16/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx.xx
|
4/19/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx.xx
|
5/25/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
4/23/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
2/19/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
5/27/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
4/1/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
5/5/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
10/25/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
4/23/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
4/1/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
11/2/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
3/4/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
4/20/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
4/30/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
5/11/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
5/31/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/17/2012 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxxxx.xx
|
7/1/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/22/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
4/23/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/3/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
2/23/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/19/2012 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
9/15/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
9/15/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx.xx
|
3/4/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
4/1/2011 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/4/2012 | MelbourneIT | ||
xxxxxxxxxxx.xx
|
3/6/2012 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
11/15/2011 | NetworkSolutions | ||
xxxxxxxxxxx.xxx.xx
|
10/15/2011 | MelbourneIT | ||
xxxxxxxxx.xxx
|
2/11/2012 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
10/29/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx.xx
|
8/28/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xx
|
8/28/2011 | MelbourneIT | ||
xxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxx-xxx.xxx
|
10/3/2011 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
10/25/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
7/2/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
5/22/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
4/12/2012 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
11/15/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
12/30/2011 | NetworkSolutions | ||
xxxxxxxx.xx.xx
|
10/16/2012 | MelbourneIT | ||
xxxxxxxxx.xxx
|
9/21/2011 | MelbourneIT | ||
xxxxxxx.xxx
|
9/23/2011 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
10/21/2011 | NetworkSolutions | ||
xxxxxxx.xxx
|
3/23/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
9/20/2011 | MelbourneIT | ||
xxxxxxxxx.xxx
|
11/21/2012 | NetworkSolutions |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxxx.xxx
|
11/22/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/22/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
11/22/2012 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/22/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
11/4/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
|
6/23/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
11/5/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
6/23/2013 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
7/28/2013 | NetworkSolutions | ||
xxxxxx-xxxx.xxx
|
1/24/2012 | NetworkSolutions | ||
xxxxxxxxxxxxxx.xxx
|
5/27/2011 | NetworkSolutions | ||
xxxxx.xxx
|
1/17/2015 | NetworkSolutions | ||
xxxxxxxx.xxx
|
5/29/2011 | MelbourneIT | ||
xxxxxxxx.xxx
|
6/23/2011 | MelbourneIT | ||
xxxxxxxxxxxxxx.xxx
|
11/4/2011 | NetworkSolutions | ||
xxx-xx.xxx
|
3/30/2012 | MelbourneIT | ||
xxxxx.xxx
|
2/1/2013 | NetworkSolutions | ||
xxxxxxxx.xxx
|
11/18/2011 | NetworkSolutions | ||
xxxxxxxx.xxx
|
4/22/2012 | NetworkSolutions | ||
xxxxxxxx-xxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxxx-xxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxxx-xxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxxxx-xxxxxxxx.xxx
|
10/13/2012 | NetworkSolutions | ||
xxxxxx.xxx
|
11/17/2011 | NetworkSolutions | ||
xxxxxx.xxx
|
11/17/2011 | NetworkSolutions | ||
xxxxxx.xxx
|
11/17/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
3/29/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
12/16/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
12/14/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx.xx
|
6/2/2011 | MelbourneIT | ||
xxxxxxxxxxxxxx.xxx
|
5/25/2012 | MelbourneIT | ||
xxxxxxx.xxx
|
2/8/2012 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
3/28/2011 | MelbourneIT | ||
xxxxxxxxxxxxxxxxxxxxxx.xxx
|
11/6/2011 | MelbourneIT | ||
xxxxxxxx.xxx
|
12/30/2011 | MelbourneIT |
Domain Name | Expiration Date | Registrar | ||
xxxxxxxx.xxx
|
6/26/2011 | MelbourneIT | ||
xxxxxxxxxxxxx.xxx
|
11/18/2011 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
8/14/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
5/30/2012 | NetworkSolutions | ||
xxxxxxxxx.xxx
|
10/11/2012 | NetworkSolutions | ||
xxxxxxxxx.xx
|
5/29/2011 | MelbourneIT | ||
xxxxxxxxxx.xxx
|
2/2/2014 | NetworkSolutions | ||
xxxxxxx.xxx
|
9/1/2011 | MelbourneIT | ||
xxxxxxxxxxxx.xxx
|
4/16/2011 | NetworkSolutions | ||
xxxxxxxxxxxxxxx.xxx
|
4/22/2012 | MelbourneIT | ||
xxxxxxxx.xxx
|
11/24/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
3/26/2014 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
3/26/2014 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
3/18/2013 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
3/18/2013 | NetworkSolutions | ||
xxxxxxxxxxx.xxx
|
3/18/2013 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
8/14/2012 | NetworkSolutions | ||
xxxxxxxxxxxxx.xxx
|
8/12/2012 | NetworkSolutions | ||
xxxxxx.xxx
|
10/6/2011 | MelbourneIT | ||
xxxxxxxxxxx.xxx
|
11/7/2011 | MelbourneIT | ||
xxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions | ||
xxxxxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions | ||
xxxxxxxxxx.xxx
|
11/30/2011 | NetworkSolutions |
B. | Trademarks | |
On file with the Agent. | ||
C. | Copyrights | |
On file with the Agent. | ||
D. | Copyrights to be Recorded Against |
Grantor | Title | Reg. No. | Reg. Date | |||
Xxxxxxx Kodak Company
|
Everyday Pictures: Because the Best Moments in Life Happen Every Day | TX5308424 | 11/26/03 |
Grantor | Title | Reg. No. | Reg. Date | |||
Xxxxxxx Kodak Company
|
Everyday Pictures: Because the Best Moments in Life Happen Every Day | XX0000000 | 9/22/00 | |||
Xxxxxxx Kodak
Company
|
Kodak Pocket Guide to Digital Photography | TX5489187 | 2/25/02 | |||
Xxxxxxx Kodak
Company
|
Kodak Pocket Guide to Point-and-Shoot Photography | TX5489184 | 2/25/02 | |||
Xxxxxxx Kodak
Company
|
Kodak Pocket Photoguide | TX5489083 | 2/25/02 | |||
Xxxxxxx Kodak
Company
|
Everyday Pictures: Because the Best Moments in Life Happen Every Day | TX5439509 | 11/2/01 | |||
Xxxxxxx Kodak
Company
|
More Slides — Planning, Producing and Presenting Digital Images | TX3861333 | 6/14/94 | |||
Xxxxxxx Kodak
Company
|
Basic Police Photography | RE6000936 | 12/11/92 | |||
Xxxxxxx Kodak
Company
|
How to Organize a Camera Club | RE6000933 | 12/11/92 | |||
Xxxxxxx Kodak
Company
|
You’re the Director | RE6000928 | 12/11/92 | |||
Xxxxxxx Kodak
Company
|
Fifteen Babies | VA533975 | 9/8/92 | |||
Xxxxxxx Kodak
Company
|
Fifteen Babies | VA511574 | 6/22/92 | |||
Xxxxxxx Kodak
Company
|
How to Take a Good Picture | TX3347758 | 6/25/92 | |||
Xxxxxxx Kodak
Company
|
The Joy of Photography | TX3179149 | 11/5/91 | |||
Xxxxxxx Kodak
Company
|
Kodak Pocket Reference Guide | RE500134 | 12/3/90 | |||
Xxxxxxx Kodak
Company
|
How to Take Good Pictures | TX2792732 | 4/23/90 | |||
Xxxxxxx Kodak
Company
|
More Joy of Photography | XX0000000 | 2/3/89 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX253931 | 4/30/79 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX253930 | 4/30/79 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX253929 | 4/30/79 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX228362 | 12/14/78 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX228361 | 12/14/78 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX228360 | 12/14/78 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX228359 | 12/14/78 | |||
Xxxxxxx Kodak
Company
|
Encyclopedia of Practical Photography | TX98817 | 6/30/78 |
Schedule V
to the US Security Agreement
to the US Security Agreement
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER
ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER
Jurisdiction | ||||||||||
Type of | of | Organizational | ||||||||
Grantor | Chief Executive Office | Organization | Organization | ID number | ||||||
Xxxxxxx Kodak Company
|
000 Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxx 00000 |
Corporation | New Jersey | 3590801000 | ||||||
Creo Manufacturing America LLC
|
0000 Xxxxx Xxxxxx Xxxxxxxx, XX 00000 |
LLC | Wyoming | 200400460497 | ||||||
Xxxxxxx Gelatine Corporation
|
000 Xxxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
Corporation | Massachusetts | 041272190 | ||||||
Xxxxxxx Kodak International
Capital Company, Inc.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | Delaware | 0675517 | ||||||
Far East Development Ltd.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | Delaware | 0899514 | ||||||
FPC Inc.
|
0000 Xxxxx Xxxxxx Xxxx. Xxxxxxxxx, XX 00000 |
Corporation | California | C0957735 | ||||||
Kodak (Near East), Inc.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | New York | N/A | ||||||
Kodak Americas, Ltd.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | New York | N/A | ||||||
Kodak Aviation Leasing LLC
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
LLC | Delaware | 3241322 | ||||||
Kodak Imaging Network, Inc.
|
0000 00xx Xxxxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 |
Corporation | Delaware | 3059736 | ||||||
Kodak Philippines, Ltd.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | New York | N/A | ||||||
Kodak Portuguesa Limited
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | New York | N/A | ||||||
Kodak Realty, Inc.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | New York | N/A | ||||||
Laser-Pacific Media Corporation
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | Delaware | 2236415 | ||||||
NPEC Inc.
|
000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
Corporation | California | C1513754 | ||||||
Pakon, Inc.
|
000 X. Xxxx Xxxxxx Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 |
Corporation | Indiana | 198507-375 | ||||||
Qualex Inc.
|
0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000 |
Corporation | Delaware | 2133251 |
Schedule VI
to the US Security Agreement
to the US Security Agreement
CHANGES IN NAME, LOCATION, ETC. WITHIN TWELVE MONTHS PRIOR TO
THE DATE OF THE AGREEMENT
THE DATE OF THE AGREEMENT
Jurisdiction of | Organizational ID | |||||||
Grantor | Chief Executive Office | Type of Organization | Organization | Number | ||||
Laser-Pacific Media |
PRIOR ADDRESS FOR EXECUTIVE OFFICE: | Corporation | Delaware | 2236415 | ||||
Corporation |
000 X. Xxxxxxxx Xxxx. | |||||||
Xxx Xxxxxxx, XX 00000 | ||||||||
NEW ADDRESS FOR EXECUTIVE OFFICE: | ||||||||
000 Xxxxx Xxxxxx | ||||||||
Xxxxxxxxx, XX 00000 |
Schedule VII
to the US Security Agreement
to the US Security Agreement
LETTERS OF CREDIT
Financial | Maximum | |||||||||||
Beneficiary | Institution Issuing | Nominated Person | Account | Available | ||||||||
(Grantor) | LoC | (if any) | Party | Number | Amount | Date | ||||||
None over $10M |
Schedule VIII
to the US Security Agreement
to the US Security Agreement
EQUIPMENT LOCATIONS*
Grantor | Location | |
Xxxxxxx Kodak Company
|
Kodak Research Labs, 0000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
|
Xxxxxxx Kodak Company
|
Xxxxxxx Business Park 1964 & 0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000 (NOTE A) |
|
Xxxxxxx Kodak Company
|
Kodak Xxxxxx 000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 |
|
Xxxxxxx Kodak Company
|
Kodak Colorado 0000 Xxxxxxx Xxxx Xxxxx Xxxxxxx, XX 00000-0000 |
|
Xxxxxxx Kodak Company
|
0 Xxxxxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
|
Xxxxxxx Kodak Company
|
#0 Xxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 |
|
Xxxxxxx Kodak Company
|
0000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000 |
* | Equipment with NBV of greater than $10M |
NOTE A: Subject to provisions on Principal Property in Section 1 “Grant of Security” under
Security Agreement
Schedule IX
to the US Security Agreement
to the US Security Agreement
INVENTORY LOCATIONS*
Grantor | Location | |
Xxxxxxx Kodak Company |
Xxxxxxx Xxxxxxxx Xxxx | |
Xxxxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxxxxx Xxxx | |
Xxxxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxxxxx Xxxx Xxxxx | |
Xxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxx Xxxxxx Xxxx | |
Xxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxxx Xxxxx | |
Xxxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxxxxxx Xxxx | |
Xxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
0000 Xxxxxxxxx Xxxxxxx | |
Xxxxxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
000 Xxxx Xxx Xxxxx Xxxx | |
Xxxxx Xxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
1 Polychrome Park, Corporate Xxxxx | |
Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 | ||
Xxxxxxx Kodak Company |
00000 Xxxx Xxxx, Xxxx, XX 00000 |
* | Inventory with gross value greater than $10M. |
Schedule X
to the US Security Agreement
to the US Security Agreement
COLLATERAL HELD FOR SALE
None.
Schedule XI
to the US Security Agreement
to the US Security Agreement
COMMERCIAL TORTS
None.
Exhibit A to the
US Security Agreement
US Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “IP Security Agreement”) dated [__________], 20[__],
is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor
of Bank of America N.A., as Agent (the “Agent”) for the Secured Parties (as successor agent to
Citicorp USA, Inc.) (as defined in the Credit Agreement referred to below).
WHEREAS, Xxxxxxx Kodak Company, a New Jersey corporation, has entered into a Second Amended
and Restated Credit Agreement dated as of April 26, 2011 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), with Bank of America
N.A., as Agent (as successor agent to Citicorp USA, Inc.), 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, as a condition precedent to the making of Advances and the issuance of Letters of
Credit by the Lenders under the Credit Agreement, each Grantor has executed and delivered that
certain Second Amended and Restated US Security Agreement dated April 26, 2011, made by the
Grantors to the Agent (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Security Agreement”).
WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Agent,
for the ratable benefit of the Secured Parties, a security interest in, among other property,
certain intellectual property of the Grantors, and have agreed as a condition thereof to execute
this IP Security Agreement for recording with the United States Copyright Office and other
governmental authorities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor agrees as follows:
SECTION 1. Grant of Security. 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”):
(i) the patents and patent applications set forth in Schedule A hereto (the “Patents”);
(ii) the trademark and service xxxx registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity or enforceability
of such intent-to-use trademark applications under applicable federal law), together
with the goodwill symbolized thereby (the “Trademarks”);
(iii) all copyrights, whether registered or unregistered, now owned or hereafter
acquired by such Grantor, including, without limitation, the copyright registrations and
applications and exclusive copyright licenses set forth in Schedule C hereto (the
“Copyrights”);
(iv) all reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto throughout the world
and all other rights of any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;
(v) any and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with respect to any of
the foregoing, with the right, but not the obligation, to xxx for and collect, or otherwise
recover, such damages; and
(vi) any and all proceeds of, collateral for, income, royalties and other payments now
or hereafter due and payable with respect to, and supporting obligations relating to, any
and all of the Collateral of or arising from any of the foregoing.
SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by each Grantor under this IP Security Agreement secures the payment of all obligations
of such Grantor now or hereafter existing under or in respect of the Loan Documents, and the
Secured Agreements, whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes
of action, costs, expenses or otherwise. Without limiting the generality of the foregoing, this IP
Security Agreement secures, as to each Grantor, the payment of all amounts that constitute part of
the Secured Obligations and that would be owed by such Grantor to any Secured Party under the Loan
Documents and the Secured Agreements but for the fact that such Secured Obligations are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving a Loan Party.
SECTION 3. Recordation. Each Grantor authorizes and requests that the Register of
Copyrights and any other applicable government officer record this IP Security Agreement.
SECTION 4. Execution in Counterparts. This IP Security Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.
SECTION 5. Grants, Rights and Remedies. This IP Security Agreement has been entered
into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby
acknowledge and confirm that the grant of the security interest hereunder to, and the rights and
remedies of, the Agent with respect to the Collateral are more fully set forth in the
2
Security Agreement, the terms and provisions of which are incorporated herein by reference as
if fully set forth herein.
SECTION 6. Governing Law. This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
3
IN WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.
XXXXXXX KODAK COMPANY |
||||
By | ||||
Name: | ||||
Title: | ||||
Address for Notices: ____________________________ ____________________________ ____________________________ [NAME OF GRANTOR] |
||||
By | ||||
Name: | ||||
Title: | ||||
Address for Notices: ____________________________ ____________________________ ____________________________ [NAME OF GRANTOR] |
||||
By | ||||
Name: | ||||
Title: | ||||
Address for Notices: ____________________________ ____________________________ ____________________________ |
||||
4
Exhibit B to the
US Security Agreement
US Security Agreement
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this “IP Security Agreement
Supplement”) dated __________, 200_, is made by the Person listed on the signature page hereof (the
“Grantor”) in favor of Bank of America N.A., as Agent (the “Agent”) for the Secured Parties (as
defined in the Credit Agreement referred to below).
WHEREAS, Xxxxxxx Kodak Company, a New Jersey corporation, has entered into a Second Amended
and Restated Credit Agreement dated as of April 26, 2011(as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), with Bank of America
N.A., 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 Second Amended and Restated US Security Agreement dated April 26, 2011
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 “Security Agreement”) and that certain
Intellectual Property Security Agreement dated [__________], 2011 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”).
WHEREAS, under the terms of the 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 United States Copyright 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:
SECTION 1. Grant of Security. 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”):
(i) the patents and patent applications set forth in Schedule A hereto (the “Patents”);
(ii) the trademark and service xxxx registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the period in
which, the grant of a security interest therein would impair the validity or enforceability
of such intent-to-use trademark applications under applicable federal law), together
with the goodwill symbolized thereby (the “Trademarks”);
(iii) the copyright registrations and applications and exclusive copyright licenses set
forth in Schedule C hereto (the “Copyrights”);
(iv) all reissues, divisions, continuations, continuations-in-part, extensions,
renewals and reexaminations of any of the foregoing, all rights in the foregoing provided by
international treaties or conventions, all rights corresponding thereto throughout the world
and all other rights of any kind whatsoever of such Grantor accruing thereunder or
pertaining thereto;
(v) all any and all claims for damages and injunctive relief for past, present and
future infringement, dilution, misappropriation, violation, misuse or breach with respect to
any of the foregoing, with the right, but not the obligation, to xxx for and collect, or
otherwise recover, such damages; and
(vi) any and all proceeds of, collateral for, income, royalties and other payments now
or hereafter due and payable with respect to, and supporting obligations relating to, any
and all of the foregoing or arising from any of the foregoing.
SECTION 2. Security for Obligations. The grant of a security interest in the
Additional Collateral by the Grantor under this IP Security Agreement Supplement secures the
payment of all obligations of the Grantor now or hereafter existing under or in respect of the Loan
Documents and the Secured Agreements, whether direct or indirect, absolute or contingent, and
whether for principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.
SECTION 3. Recordation. The Grantor authorizes and requests that the Register of
Copyrights and any other applicable government officer to record this IP Security Agreement
Supplement.
SECTION 4. Grants, Rights and Remedies. This IP Security Agreement Supplement has
been entered into in conjunction with the provisions of the Security Agreement. The Grantor does
hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights
and remedies of, the Agent with respect to the Additional Collateral are more fully set forth in
the Security Agreement, the terms and provisions of which are incorporated herein by reference as
if fully set forth herein.
SECTION 5. Governing Law. This IP Security Agreement Supplement shall be governed
by, and construed in accordance with, the laws of the State of New York.
2
IN WITNESS WHEREOF, the Grantor has caused this IP Security Agreement Supplement to be duly
executed and delivered by its officer thereunto duly authorized as of the date first above written.
By | ||||
Name: | ||||
Title: | ||||
Address for Notices: ____________________________ ____________________________ ____________________________ |
||||
3
Exhibit C to the
US Security Agreement
US Security Agreement
FORM OF SECURITY AGREEMENT SUPPLEMENT
[Date of Security Agreement Supplement]
Bank of America N.A., as the Agent for
the Secured Parties referred to in the
Credit Agreement referred to below
the Secured Parties referred to in the
Credit Agreement referred to below
Bank of America Business Capital
Bank of America Xxxxxxx Xxxxx
Bank of America, XX
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxxx
XX0-000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxx X. X’Xxxxx
Bank of America Xxxxxxx Xxxxx
Bank of America, XX
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxxx
XX0-000-00-00
Xxxxxx, XX 00000
Attn: Xxxxxxx X. X’Xxxxx
Xxxxxxx Kodak Company
Ladies and Gentlemen:
Reference is made to (i) the Second Amended and Restated Credit Agreement dated as of April
26, 2011 (as amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Xxxxxxx Kodak Company, a New Jersey corporation, and Kodak Canada Inc.,
a corporation organized under the laws of the province of Ontario, Canada, as the Borrowers, the
Lenders party thereto, Bank of America N.A., as Agent (as successor agent to Citicorp USA, Inc.)
(together with any successor Agent appointed pursuant to Article VII of the Credit Agreement, the
“Agent”), and as administrative agent for the Lenders, and (ii) the Second Amended and Restated US
Security Agreement April 26, 2011 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Security Agreement”) made by the Grantors from time to time party
thereto in favor of the Agent for the Secured Parties. Terms defined in the Credit Agreement or
the Security Agreement and not otherwise defined herein are used herein as defined in the Credit
Agreement or the Security Agreement.
SECTION 1. Grant of Security. The undersigned hereby grants to the Agent, for the
ratable benefit of the Secured Parties, a security interest in all of its right, title and interest
in and to its Collateral consisting of the following, in each case, whether now owned or hereafter
acquired by the undersigned, wherever located and whether now or hereafter existing or arising
(collectively, the undersigned’s “Collateral”): all Equipment, Inventory, Security Collateral
(including, without limitation, the indebtedness set forth on Schedule A hereto and the securities
and securities/deposit accounts set forth on Schedule B hereto), Receivables, Related Contracts,
Agreement Collateral, Account Collateral (including the deposit accounts set forth on Schedule
C hereto), Intellectual Property Collateral, all books and records (including, without limitation,
customer lists, credit files, printouts and other computer output materials and records) of the
undersigned pertaining to any of the undersigned’s Collateral, and all proceeds of, collateral for,
income, royalties and other payments now or hereafter due and payable with respect to, and
supporting obligations relating to, any and all of the undersigned’s Collateral (including, without
limitation, proceeds, collateral and supporting obligations that constitute property of the types
described in this Section 1) and, to the extent not otherwise included, all (A) payments under
insurance (whether or not the Agent is the loss payee thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing
Collateral, and (B) cash.
SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement
secures the payment of all Secured Obligations of the undersigned now or hereafter existing under
or in respect of the Loan Documents and the Secured Agreements, whether direct or indirect,
absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums,
penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.
Without limiting the generality of the foregoing, this Security Agreement Supplement and the
Security Agreement secures the payment of all amounts that constitute part of the Secured
Obligations and that would be owed by the undersigned to any Secured Party under the Loan Documents
and the Secured Agreements but for the fact that such Secured Obligations are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving a
Loan Party.
SECTION 3. Representations and Warranties. (a) The undersigned’s exact legal name,
chief executive office, type of organization, jurisdiction of organization and organizational
identification number is set forth in Schedule D hereto. Within the twelve months preceding the
date hereof, the undersigned has not changed its name, chief executive office, type of
organization, jurisdiction of organization or organizational identification number from those set
forth in Schedule E hereto except as set forth in Schedule F hereto.
(b) All Equipment having a value in excess of $10,000,000 and all Inventory having a value in
excess of $10,000,000 as of the date hereof of the undersigned is located at the places specified
therefor in Schedule H hereto.
(c) The undersigned is not a beneficiary or assignee under any letter of credit, other than
the letters of credit described in Schedule I hereto.
(d) The undersigned hereby makes each other representation and warranty set forth in Section 6
of the Security Agreement with respect to itself and the Collateral granted by it.
SECTION 4. Obligations Under the Security Agreement. The undersigned hereby agrees,
as of the date first above written, to be bound as a Grantor by all of the terms and provisions of
the Security Agreement to the same extent as each of the other Grantors. The undersigned further
agrees, as of the date first above written, that each reference in the Security
2
Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the
undersigned, that each reference to the “Collateral” or any part thereof shall also mean and be a
reference to the undersigned’s Collateral or part thereof, as the case may be, and that each
reference in the Security Agreement to a Schedule shall also mean and be a reference to the
schedules attached hereto.
SECTION 5. Governing Law. This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the State of New York.1
Very truly yours, [NAME OF ADDITIONAL GRANTOR] |
||||
By | ||||
Title: | ||||
Address for notices: ____________________________ ____________________________ ____________________________ |
||||
1 | If the Additional Grantor is not concurrently executing a guaranty or other Loan Document containing provisions relating to submission to jurisdiction and jury trial waiver, include them here. |
3