CONFIDENTIAL September 16, 2009 Antonio M. Perez Chairman and Chief Executive Officer Eastman Kodak CompanyNote and Warrant Purchase Agreement • October 9th, 2009 • KKR Fund Holdings L.P. • Photographic equipment & supplies
JOINDER AGREEMENTJoinder Agreement • October 9th, 2009 • KKR Fund Holdings L.P. • Photographic equipment & supplies • New York
Reference is made to (i) that certain Note and Warrant Purchase Agreement (the “Purchase Agreement”), dated as of September 16, 2009, among Eastman Kodak Company, a New Jersey corporation (the “Company”), KKR Jet Stream (Cayman) Limited, a Cayman Islands exempted limited company (the “Original Investor”), and solely for the purpose of Sections 6.5, 6.6, 8, 9 and 12, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and (ii) that certain Assignment and Assumption Agreement (the “Assignment Agreement”), dated as of September 29, 2009, among 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”). The Original Investor, New Investors and the Company are entering into this Joinder Agreement (this “Joinder Agreement”) as of September 29
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 9th, 2009 • KKR Fund Holdings L.P. • Photographic equipment & supplies • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 29, 2009, among KKR Jet Stream (Cayman) Limited, a Cayman Islands exempted limited company (the “Assignor”), 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 “Assignees”). Capitalized terms used in this Agreement and not otherwise defined in this Assignment and Assumption Agreement shall have the meanings assigned to them in the Purchase Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2009 • KKR Fund Holdings L.P. • Photographic equipment & supplies
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.
