Exhibit (1)
EXECUTION COPY
XXXXXXX KODAK COMPANY
(a New Jersey corporation)
Debt Securities
UNDERWRITING AGREEMENT
Dated: October 7, 2003
To: Xxxxxxx Kodak Company
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
We (the "Managers") are acting on behalf of the
underwriters (including ourselves) named below (the
"Underwriters"), and we understand that Xxxxxxx Kodak
Company, a New Jersey corporation (the "Company"), proposes
to issue and sell $500,000,000 aggregate principal amount of
its 7.25% Senior Notes due 2013 (the "Underwriters'
Securities"). The Company may at its option create and issue
additional securities with the same terms as the
Underwriters' Securities being purchased and sold pursuant to
this Underwriting Agreement so that the additional securities
will form a single series with the Underwriters' Securities.
Subject to the terms and conditions set forth or
incorporated by reference herein, the Company agrees to sell,
and the Underwriters severally agree to purchase, the
principal amount of Underwriters' Securities set forth
opposite their names below at the purchase price set forth
below.
Underwriter Principal
Amount
Citigroup Global Markets Inc. $ 200,000,000
Xxxxxx Brothers Inc. 200,000,000
Scotia Capital (USA) Inc. 10,000,000
BNP Paribas Securities Corp. 10,000,000
HSBC Securities (USA) Inc. 10,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 10,000,000
Deutsche Bank Securities Inc. 10,000,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. 10,000,000
ABN AMRO Incorporated 5,000,000
Barclays Bank PLC 5,000,000
BNY Capital Markets, Inc. 5,000,000
ING Financial Markets LLC 5,000,000
McDonald Investments Inc. 5,000,000
Mizuho International plc 5,000,000
PNC Capital Markets, Inc. 5,000,000
Daiwa Securities SMBC Europe Limited 5,000,000
Total $ 500,000,000
The Underwriters will pay for such Underwriters'
Securities in same day funds upon delivery thereof to
Citigroup Global Markets Inc. on the Closing Date.
The Underwriters' Securities shall have the following
terms:
Title: 7.25% Senior Notes due 2013
Rank: Unsecured and unsubordinated
Aggregate principal amount: $500,000,000
Denomination: $1,000 and integral multiples
of $1,000
Currency of payment: U.S. dollars
Interest rate: 7.25% per year
Interest payment dates: Each May 15 and November 15,
beginning on May 15, 2004.
(Interest accrues from October
10, 2003).
Regular record dates: May 1 and November 1
Stated maturity: November 15, 2013
Redemption provisions: None
Sinking fund requirements: None
Listing requirements: None
Fixed or Variable Price
Offering: Fixed Price Offering
Public offering price: 99.879% of the principal amount
Purchase price: 99.229% of the principal amount
Form: Book-entry form
Other terms and conditions: None
Closing Date and location: 10:00 a.m., October 10, 2003 at
the offices of Sidley Xxxxxx
Xxxxx & Xxxx llp, 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
Notices: All communications hereunder
will be in writing and
effective only on receipt, and,
if sent to the Managers, will
be mailed, delivered or
telefaxed to Citigroup Global
Markets Inc., Attention:
General Counsel, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (Fax Number: (212) 816-
7912), and to Xxxxxx Brothers
Inc., Attention: Debt Capital
Markets, Consumer Products
Group, 000 Xxxxxxx Xxx, Xxx
Xxxx, XX 00000 with a copy to
General Counsel and Syndicate
Registration, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (Fax
Number: (000) 000-0000), or,
if sent to the Company, will be
mailed, delivered or telefaxed
to Xxxxxxx Kodak Company, 000
Xxxxx Xxxxxx, Xxxxxxxxx, Xxx
Xxxx 00000-0000, Attention:
Office of the Corporate
Secretary (Fax No: (585) 724-
9549).
All of the provisions contained in the document attached
as Annex I hereto entitled "Xxxxxxx Kodak Company
Underwriting Agreement Standard Provisions (Debt)" dated
September 5, 2003 (the "Standard Provisions") are hereby
incorporated by reference in their entirety herein and shall
be deemed to be a part of this Underwriting Agreement to the
same extent as if such provisions had been set forth in full
herein. Capitalized terms used herein and not otherwise
defined herein have the meanings specified in the Standard
Provisions or the Prospectus Supplement dated October 7, 2003
relating to the Underwriters' Securities. Each reference to
Underwriters in the Standard Provisions so incorporated
herein by reference shall be deemed to refer to the
Underwriters as defined in this Underwriting Agreement.
Please accept this offer by signing a copy of this
Underwriting Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
Acting severally on behalf of themselves
and the several Underwriters named herein
CITIGROUP GLOBAL MARKETS INC.
By
Authorized Signatory
XXXXXX BROTHERS INC.
By
Authorized Signatory
Accepted:
XXXXXXX KODAK COMPANY
By _________________________________________
Authorized Signatory