EXECUTION COPY
AMENDMENT NO. 1
Dated as of July 12, 2002
This AMENDMENT (this "Amendment") is entered into
as of July 12, 2002, by and among XXXXXXX KODAK COMPANY, a
New Jersey corporation (the "Borrower"), the BANKS parties
hereto, X.X. XXXXXX SECURITIES INC., as Syndication Agent
(in such capacity, the "Syndication Agent"), and, CITIBANK,
N.A., as Administrative Agent (in such capacity, the
"Administrative Agent" and collectively with the Syndication
Agent, the "Agents"). Capitalized terms used in this
Amendment but not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement (as defined
below).
PRELIMINARY STATEMENTS:
(1) The Borrower, the Banks and the Agents have
entered into a Five-Year Credit Agreement dated as of July
13, 2001 (as amended or otherwise modified prior to the date
hereof, the "Credit Agreement");
(2) The Borrower and the Banks have agreed to
amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2
hereof, hereby amended as follows:
(a) Section 1 of the Credit Agreement is hereby amended by
adding new definitions after the definition "Competitive Bid
Note" to read as follows:
""Consolidated Debt" shall mean, as of any
date of determination, all Debt of the
Borrower and its Subsidiaries, determined on
a consolidated basis in accordance with GAAP.
"Consolidated Debt to EBITDA Ratio" shall
mean for any period, the ratio of (a)
Consolidated Debt for such period to (b)
Consolidated EBITDA for such period."
(b) Section 1 of the Credit Agreement is hereby amended by (i)
deleting the definition "Consolidated Interest Coverage Ratio"
therein in its entirety, and (ii) deleting the definition
"Consolidated Interest Expense" therein in its entirety.
(c) Section 1 of the Credit Agreement is hereby amended by
adding a new definition after the definition "Credit Exposure" to
read as follows:
""Debt" shall mean, as applied to any Person
at any time, all indebtedness, obligations or
other liabilities of such Person (i) for
borrowed money or evidenced by debt
securities, debentures, acceptances, notes or
other similar instruments, (ii) to pay the
deferred purchase price of property or
services, except accounts payable and accrued
expenses arising in the ordinary course of
business, and (iii) in respect of the
principal component of Capitalized Lease
Obligations."
(d) Section 1 of the Credit Agreement is hereby amended by
deleting the definition "Material Adverse Effect" therein in its
entirety and substituting therefor the following:
""Material Adverse Effect" shall mean
material adverse effect on (a) the business,
condition (financial or otherwise),
operations, performance or properties of the
Borrower and its Subsidiaries taken as a
whole, (b) the rights and remedies of the
Administrative Agent or any Bank under this
Agreement or any Note or (c) the ability of
the Borrower to perform its obligations under
this Agreement or any Note."
(e) Section 1 of the Credit Agreement is hereby amended by
deleting the definition of "Material Subsidiary" in its entirety
and substituting therefor the following:
""Material Subsidiary" shall mean each
Subsidiary of the Borrower which meets any of
the following conditions: (a) the Borrower
and its other Subsidiaries' investments in
and advances to such Subsidiary exceed 10% of
the total assets of the Borrower and its
Subsidiaries consolidated as of the end of
the most recently completed fiscal year, (b)
the Borrower's and its other Subsidiaries'
proportionate share of the total assets
(after intercompany eliminations) of such
Subsidiary exceeds 10% of the total assets of
the Borrower and its Subsidiaries
consolidated as of the end of the most
recently completed fiscal year, or (c) the
Borrower's and its other Subsidiaries' equity
in the income from continuing operations
before income taxes, extraordinary items and
cumulative effect of a change in accounting
principles of such Subsidiary exceeds 10% of
such income of the Borrower and its
Subsidiaries consolidated for the most
recently completed year. For purposes of
calculating the prescribed income test
described in clause (c) above, if one or more
of the following are applicable, it or they
shall be applied in such computations: (i)
when a loss has been incurred by either the
Borrower and its Subsidiaries consolidated or
the applicable Subsidiary, but not both, the
equity in the income or loss of the
applicable Subsidiary shall be excluded from
the income of the Borrower and its
Subsidiaries consolidated for purposes of the
computation; (ii) if income of the Borrower
and its Subsidiaries consolidated for the
most recent fiscal year is at least 10
percent lower than the average of the income
for the last five fiscal years, such average
income shall be substituted for purposes of
the computation, with any loss years omitted
for purposes of computing average income; and
(iii) where the test involves combined
entities, entities reporting losses shall not
be aggregated with entities reporting
income."
(f) Section 1 of the Credit Agreement is hereby amended by
adding new definitions after the definition "Revolving Note" to
read as follows:
""Securitization Facility" shall mean the
accounts receivable securitization facility
between the Securitization Subsidiary and
various conduit purchasers and committed
purchasers, and Borrower, as servicer, dated
as of March 28, 2002, pursuant to which
certain domestic accounts receivable of
Borrower and certain Subsidiaries are sold to
Securitization Subsidiary and resold to the
purchasers, as the same may be amended,
extended, modified or replaced.
"Securitization Subsidiary" shall mean EK
Funding LLC, a wholly-owned subsidiary of the
Borrower."
(g) Schedule 3 to the Credit Agreement entitled "Issuing Banks
and Issuing Bank Commitments" is hereby replaced with a new
Schedule 3 attached to this Amendment.
(h) The second proviso of subsection (a) of Section 3.1 of the
Credit Agreement is hereby amended by deleting subsection (ii)
thereof in its entirety and substituting therefor the following:
"(ii) each Letter of Credit issued by an
Issuing Bank shall have a stated amount of at
least $1,000,000 and"
(i) Schedule 7.1 to the Credit Agreement entitled "Subsidiaries"
is hereby replaced with a new Schedule 7.1 attached to this
Amendment.
(j) Section 7.4 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the
following:
"7.4 Litigation. There is no action, suit,
investigation, litigation or proceeding, in
each case pending or, to the best knowledge
of the Borrower, threatened affecting the
Borrower or any of its Subsidiaries before
any court, governmental agency or arbitrator
that is reasonably likely to affect the
legality, validity or enforceability of this
Agreement or any Note or the consummation of
the transactions contemplated hereby."
(k) Section 7.6 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the
following:
"7.6 INTENTIONALLY DELETED"
(l) Exhibit G to the Credit Agreement entitled "Compliance
Certificate" is hereby replaced with a new Exhibit G attached to
this Amendment.
(m) Section 9.1 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of subsection (J) thereof,
(ii) deleting the period and inserting a semi-colon and the word
"and" after the last word of subsection (K) thereof and (iii)
adding the following new subsection immediately after subsection
(K) thereof:
"(L) Liens securing the obligations of the
Securitization Subsidiary under the
Securitization Facility."
(n) Section 9.2 of the Credit Agreement is hereby amended by (i)
deleting subsection (A) thereof in its entirety and substituting
therefor the phrase "(A) INTENTIONALLY DELETED", (ii) deleting
the word "and" at the end of subsection (F) thereof and (iii)
deleting subsection (G) thereof in its entirety and substituting
therefor the following:
"(G) Indebtedness incurred by the
Securitization Subsidiary in connection with
the Securitization Facility; and
(H) other Indebtedness in an aggregate
principal amount not exceeding $800,000,000
at any time outstanding."
(o) Schedule 9.2 to the Credit Agreement entitled "Existing
Indebtedness" is hereby deleted in its entirety.
(p) The words "Schedule 9.2 Existing Indebtedness" set forth at
the end of the Table of Contents are hereby deleted.
(q) Section 9.6 of the Credit Agreement is hereby amended by (i)
deleting the word "or" at the end of subsection (ii) thereof,
(ii) deleting the period and inserting a semi-colon and the word
"or" after the last word of Section 9.6 and (iii) adding a new
subsection (iv) at the end of Section 9.6 to read as follows:
"(iv) with respect to the Securitization
Subsidiary as set forth in the Securitization
Facility."
(r) Section 9.8 of the Credit Agreement is hereby amended by
deleting it in its entirety and substituting therefor the
following:
"9.8 Consolidated Debt to EBITDA Ratio. The
Borrower will not permit the Consolidated
Debt to EBITDA Ratio for any period of four
consecutive fiscal quarters of the Borrower
to be greater than 3.0:1.0."
SECTION 2. Conditions to Effectiveness. Section 1 of this
Amendment shall become effective on the date which all the
following shall have occurred:
(a) The Borrower and the Required Banks shall have executed this
Amendment.
(b) The Agents shall have received (with a copy for each of the
other Banks) a certificate of the chief executive officer or
chief financial officer of the Borrower, in form and substance
satisfactory to the Banks, certifying that the representations
and warranties in Section 3 below are true as of the date hereof.
SECTION 3. Representations and Warranties of the Borrower.
In order to induce the Banks to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, the
Borrower represents and warrants to each Bank on the date hereof
that the following statements are true, correct and complete:
(a) Representations and Warranties True; No Default. On and as
of the date this Amendment (i) the representations and warranties
contained in Section 7 of the Credit Agreement, as amended by
this Amendment, shall be true and correct and (ii) no event shall
have occurred and be continuing, and no condition shall exist,
which constitutes an Event of Default or a Default.
(b) Material Adverse Effect. Since December 31, 2001, there has
not occurred and there does not exist any event, act, condition
or liability which has had, or may reasonably be expected to
have, a Material Adverse Effect.
(c) Litigation. There are no actions, suits or proceedings, or
any governmental investigation or any arbitration, in each case
pending or, to the knowledge of the Borrower, threatened which,
individually or in the aggregate, may reasonably be expected to
result in a Material Adverse Effect.
SECTION 4. References. (a) Upon the effectiveness of
Section 1 of this Amendment, on and after the date hereof each
reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in any other document to
"the Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Bank or any of the
Agents under the Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.
SECTION 6. Governing Law; Submission to Jurisdiction. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AMENDMENT, ANY OTHER CREDIT
DOCUMENT OR ANY DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION
AND DELIVERY OF THIS AMENDMENT, THE BORROWER HEREBY CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE JURISDICTION OF THE
AFORESAID COURTS SOLELY FOR THE PURPOSE OF ADJUDICATING ITS
RIGHTS OR THE RIGHTS OF THE AGENTS AND THE BANKS WITH RESPECT TO
THIS AMENDMENT OR ANY DOCUMENT RELATED THERETO. THE BORROWER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW. THE BORROWER HEREBY IRREVOCABLY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS IN RESPECT OF THIS
AMENDMENT, ANY OTHER CREDIT DOCUMENT OR ANY DOCUMENT RELATED
THERETO AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
EITHER OF THE AGENTS, ANY BANK OR ANY HOLDER OF A NOTE TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER IN ANY
OTHER JURISDICTION.
IN WITNESS WHEREOF, this Amendment has been duly
executed as of the date first written above.
Address:
000 Xxxxx Xxxxxx XXXXXXX KODAK COMPANY
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Treasurer By:
Telephone: (000) 000-0000 _________________________
Telecopier: (000) 000-0000 Name:
Title:
Telex: 978481
Answerback: EKHQTR
with copy to:
General Counsel
000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx
00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Citibank, N.A. CITIBANK, N.A.,
000 Xxxxxxxxx Xxxxxx as Administrative Agent
Xxx Xxxx, XX 00000 and Bank
By:
_________________________
Name:
Title:
Address: 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
X.X. Xxxxxx Securities Inc. X.X. XXXXXX SECURITIES
000 Xxxx Xxxxxx XXX.
Xxx Xxxx, XX 00000 as Syndication Agent
By:
_________________________
Name:
Title:
Address: 000 Xxxx Xxxxxx
Xxx Xxxx,XX 00000
Chase Manhattan Bank CHASE MANHATTAN BANK
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 000 Xxxx Xxxxxx
Xxx Xxxx,XX 00000
The Bank of Nova Scotia THE BANK OF NOVA SCOTIA
One Liberty Plaza
26th Floor By:
Xxx Xxxx, XX 00000 _________________________
Name:
Title:
Address: Xxx Xxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
BNP Paribas BNP PARIBAS
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
By:
_________________________
Name:
Title:
Address: 000 Xxxxxxx Xxxxxx
Xxx Xxxx,XX 00000
The Fuji Bank, Ltd. THE FUJI BANK, LTD.
Two World Trade Center
79th Floor By:
Xxx Xxxx, XX 00000 _________________________
Name:
Title:
Address: Two Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Credit Suisse First Boston CREDIT SUISSE FIRST BOSTON
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
By:
_________________________
Name:
Title:
Address: Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Mellon Bank, X.X. XXXXXX BANK, N.A.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
ABN AMRO Bank N.V. ABN AMRO Bank N.V.
Xxx Xxxx Xxxxxx Xxxxxx,
00xx Xxxxx By:
Xxxxxx, XX 00000 _________________________
Name:
Title:
ABN AMRO Bank N.V.
By:
_________________________
Name:
Title:
Address: Xxx Xxxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx XX 00000
Fleet Xxxxxxxx Xxxx XXXXX XXXXXXXX XXXX
XX XX 00000X
000 Xxxxxxx Xxxxxx By:
Xxxxxx, XX 00000 _________________________
Name:
Title:
Address: XX XX 00000X
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Sumitomo Mitsui Banking SUMITOMO MITSUI BANKING
Corporation CORPORATION
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Lloyds TSB Bank plc LLOYDS TSB BANK PLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Banca Nazionale Del Lavoro, BANCA NAZIONALE DEL
S.P.A. LAVORO, S.P.A.
New York Branch New York Branch
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
By:
_________________________
Name:
Title:
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Banco Santander Central BANCO SANTANDER CENTRAL
Hispano, S.A. HISPANO, S.A.
New York Branch New York Branch
00 Xxxx 00xx Xxxxxx
00xx Xxxxx By:
Xxx Xxxx, XX 00000 _________________________
Name:
Title:
Address: 00 Xxxx 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Bank of Communications BANK OF COMMUNICATIONS
New York Branch NEW YORK BRANCH
One Exchange Plaza
55 Broadway By:
31st Floor _________________________
Xxx Xxxx, XX 00000-0000 Name:
Title:
Address: One Exchange Plaza
00 Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000-0000
The Bank of New York THE BANK OF NEW YORK
One Wall Street
21st Floor By:
Xxx Xxxx, XX 00000 _________________________
Name:
Title:
Address: Xxx Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx,XX 00000
HSBC Bank USA HSBC BANK USA
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ING BANK N.V.
By:
_________________________
Name:
Title:
By:
_________________________
Name:
Title:
Address: ING Barings
00 Xx.
Xxxxxxx'x Xxxxx
Xxxxxx 0,Xxxxxxx
Industrial and Commercial -Bank INDUSTRIAL AND COMMERCIAL
of China BANK OF CHINA
Shanghai Municipal Branch SHANGHAI MUNICIPAL BRANCH
Address: No 0 XxXxxx
Xxxxxx By:
Shanghai China _________________________
Name:
Title:
Address: No 0 XxXxxx Xxxxxx
Xxxxxxxx Xxxxx
Xxxxxx Commercial Paper, Inc. XXXXXX COMMERCIAL PAPER,
000 Xxxxx Xxxxxx INC.
Xxx Xxxx, XX 00000
By:
_________________________
Name:
Title:
Address: 000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Northern Trust Company NORTHERN TRUST COMPANY
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
PNC Bank PNC BANK, National
One PNC Plaza Association
Fifth Avenue and Wood
Street By:
Xxxxxxxxxx, XX 00000 _________________________
Name:
Title:
Address: 000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
The Sanwa Bank, Limited THE SANWA BANK, LIMITED
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000 By:
_________________________
Name:
Title:
Address: 00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Nordea Unibank A/S XXXXXXX X/X
Xxxxxxxxxx 0, Xxxxxxxxxxxxx
XX-0000 Xxxxxxxxxx K. By:
Denmark _________________________
Names:
Titles:
Address: Xxxxxxxxxx 0,
Xxxxxxxxxxxxx
XX-0000 Xxxxxxxxxx X.
Xxxxxxx
SCHEDULE 3
ISSUING BANKS AND ISSUING BANK COMMITMENTS
Name of Bank Commitments
Citibank N.A., as Administrative $100,000,000.00
Agent and Bank
Chase Manhattan Bank $50,000,000.00
BNP Paribas $50,000,000.00
Total Commitments $200,000,000.00
SCHEDULE 7.1
SUBSIDIARIES
DOMESTIC SUBSIDIARIES:
Name Principal Type of
Business
Appairent Technologies Inc. Develop products for
efficient, wireless
transmission of high
quality video,
photographs and data
XxxxXxxxxx.xxx Provider of desktop
computed radiography
systems and x-ray film
digitizers
Bremson Inc. Developer of integrated
image management
solutions for
photofinishing labs
Cemax-Icon, Inc. Medical imaging systems
integrator
Cinesite, Inc. Motion picture film
services
CustomerFirst service & Provides business
support Inc. customers with
maintenance for document
imaging components,
micrographic-related
equipment, supplies,
parts and service
Eastman Document Software Holding company
Holding Company, LLC
Xxxxxxx Gelatine Corporation Manufacture of gelatine
for film base
Xxxxxxx Kodak Communications, Inactive
Inc.
Xxxxxxx Kodak International Financing
Capital
Company, Inc.
Xxxxxxx Kodak Neighborhood Real estate holding
Development
Corporation
ENCAD, Inc. Manufacturer and seller
of wide format inkjet
printers
EK Realty, Inc. Licensed real estate
broker
Event Imaging Solutions, Inc. Event photography
Far East Development Ltd. Holding company
Name Principal Type of Business
FPC Inc. Disposal and recycling of
motion picture film
products
Geomat Holdings, Inc. Holding company
Kodak (Near East), Inc. Imaging marketing
Kodak Americas, Ltd. Imaging marketing
Kodak Aviation Acquisition Aviation and travel
(Three) LLC services
Kodak Aviation Leasing LLC Provide corporate
aircraft to Xxxxxxx Kodak
Company
Kodak Far East Purchasing Corporate sourcing
Company Inc. (New York)
Kodak Funding LLC Participates in accounts
receivable securitization
facility with Xxxxxxx
Kodak Company and various
parties
Kodak Global Imaging, Inc. Holding company
Kodak Graphics Holdings, Inc. "Odd job" corporate
entity
Kodak International Management Paying agent for FSEs
Corporation
Kodak Panama, Ltd. Imaging marketing
Kodak Philippines, Ltd. Imaging marketing
Kodak Portuguesa Limited Imaging marketing
Kodak Processing Labs, Inc. Wholesale photofinishing and
imaging services
NPEC Inc. Environmental cleanup at
former Kodak Verbatim
site in California
Ofoto, Inc. Online photography
service
Pakon, Inc. Makes scanners that
digitize rolls of film
and supplies photographic
slide mounts & mounting
equipment
PictureVision, Inc. Digital imaging services
ProShots, Inc. Manufacturer of
professional photographic
equipment and internet
delivery systems.
Name Principal Type of Business
QLX Photoprocessing Inc. Captive off-site
photofinishing provider
for Qualex, Inc.
Qualex Caribe Corp. Captive Off-site
photofinishing provider
for Qualex, Inc.
Qualex Inc. Film processing;
photofinishing
laboratories
Qualex Photofinishing Labs Off-site photofinishing
Inc. processor for
Qualex, Inc.
Research Systems, Inc. Creates software which is
used to extract
information from raw data
captured by satellites,
aircraft and
meteorological devices
MATERIAL SUBSIDIARIES:
Kodak de Mexico S.A. de C.V. Manufacturer of Kodak
products in Mexico
Xxxxxxx Kodak International Holding Company
Capital Company
PRINCIPAL SUBSIDIARIES:
-None-
EXHIBIT G
COMPLIANCE CERTIFICATE
The undersigned hereby certifies pursuant to
Section 8.1(c) of the Credit Agreement, dated as of July 13,
2001, as amended, among Xxxxxxx Kodak Company (the
"Borrower"), the Banks parties thereto, X.X. Xxxxxx
Securities Inc., as Syndication Agent, and Citibank, N.A.,
as Administrative Agent (as in effect on the date hereof,
the "Five-Year Credit Agreement"; capitalized terms used and
not otherwise defined herein shall have the meanings
ascribed to them therein) as follows:
(a) I am the duly elected and acting chief
financial officer of the Borrower and as such, authorized to
execute and deliver this certificate.
(b) The financial statements (the "Financial
Statements") accompanying this certificate pursuant to
Section 8.1[(a)][(b)]1 of the Five-Year Credit Agreement
fairly present the financial condition and the results of
operations of the Borrower and its Subsidiaries on the dates
and for the periods indicated [, subject to normally
recurring year-end adjustments].2
(c) I have reviewed the terms of the Five-Year
Credit Agreement and have made, or caused to be made under
my supervision, a review in reasonable detail of the
business and condition of the Borrower and its Subsidiaries
during the accounting period covered by the Financial
Statements and as a result of such review I have concluded
that [no Default or Event of Default has occurred]3 during
the period commencing at the beginning of the accounting
period covered by the Financial Statements and ending on the
date hereof.
(d) Attached as Schedule I to this certificate is
a reasonably detailed calculation demonstrating that the
Consolidated Debt to EBITDA Ratio for any period of four
consecutive fiscal quarters ending during the periods
covered by the Financial Statements is no greater than
3.0:1.0.
(e) Except as stated in Schedule II, there has
been no change in GAAP or the application thereof since the
date of the audited financial statements referred to in
Section 7.5 of the Five-year Credit Agreement. If any such
change has occurred, Schedule II also specifies the effect
of such change on the financial statements.
IN WITNESS WHEREOF, I have here unto set my hand
this day of ________, 20__.
XXXXXXX KODAK COMPANY
By:
Name:
Title:
_______________________________
1 Select appropriate alternative. Clause (a) refers to interim
Financial Statements, clause (b), to annual Financial Statements.
2 Include for interim financial statements only.
3 If Default or Event of Default has occurred, insert in place
of bracketed language "a [Default] [Event of Default] has
occurred under [SPECIFY SECTIONS(S)] of the Five-Year Credit
Agreement" and attach a Schedule describing nature and extent
thereof and, if continuing, specifying the action that the
Borrower proposes to take in respect thereof.
