EASTMAN KODAK COMPANY, the GUARANTORS party hereto and THE BANK OF NEW YORK MELLON, as Trustee and Second Lien Collateral Agent INDENTURE Dated as of September 29, 2009 10.50% Senior Notes Due 2017Indenture • September 30th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
INDENTURE, dated as of September 29, 2009 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among EASTMAN KODAK COMPANY, a New Jersey corporation (as further defined herein, the “Company”), the Guarantors party hereto and The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Second Lien Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2009, by and among Eastman Kodak Company, a New Jersey corporation (the “Company”), the guarantors party to this Agreement (the “Guarantors”), KKR Jet Stream (Cayman) Limited (the “Original Investor”), 8 North America Investor (Cayman) Limited, a Cayman Islands exempted limited company (“8NAI”), OPERF Co-Investment LLC, a Delaware limited liability company (“OPERF”), and KKR Jet Stream LLC, a Delaware limited liability company (“Jet Stream” and, together with 8NAI and OPERF, the “New Investors” and, the New Investors together with the Original Investor, the “Investors”).
SECURITY AGREEMENT Dated as of September 29, 2009 Among EACH OF THE GRANTORS REFERRED TO HEREIN as Grantors and THE BANK OF NEW YORK MELLON as Collateral AgentSecurity Agreement • September 30th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
This SECURITY AGREEMENT, dated as of September 29, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by EASTMAN KODAK COMPANY, a New Jersey corporation (the “Company”), each direct or indirect subsidiary of the Company listed on the signature pages hereof, or which at any time executes and delivers a Security Agreement Supplement (the Company and such subsidiaries, collectively, the “Grantors”, and each, individually, a “Grantor”), in favor of THE BANK OF NEW YORK MELLON, as collateral agent (in such capacity, together with its successors and assigns from time to time, the “Collateral Agent”) for the Second Lien Secured Parties.
ContractSecurity Agreement • September 30th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
