ARRANGEMENT AGREEMENT among EASTMAN KODAK COMPANY, 4284488 CANADA INC., and CREO INC. Dated January 30, 2005Arrangement Agreement • April 6th, 2005 • Eastman Kodak Co • Photographic equipment & supplies • Ontario
WHEREAS, subject to the terms and conditions hereof, Parent, through its wholly-owned subsidiary, Acquisition Sub, is offering to acquire all of the outstanding Common Shares (as hereinafter defined) for $16.50 per Common Share in cash (the “Purchase Price”);
March 7, 2005 Mr. Robert H. Brust (address intentionally omitted) Re: Retention Dear Bob:Eastman Kodak Co • April 6th, 2005 • Photographic equipment & supplies • New York
The purpose of this Letter Agreement is to further amend in several respects your prior letter agreements with Eastman Kodak Company (“Kodak”) regarding the terms and conditions of your employment by Kodak, as an additional inducement to incent you to remain employed by Kodak through January 3, 2007, with a retirement date of February 1, 2007. In particular, the letter agreements that will be amended hereby are the following: (i) the letter agreement dated December 20, 1999, as amended by the Executive Development and Compensation Committee of the Board of Directors (the “Committee”) on February 8, 2001, (ii) the letter agreement dated November 12, 2001 and (iii) the letter agreement dated October 2, 2003 (which letter agreements shall be referred to herein collectively as the “Agreement”). Once signed by both parties, this Letter Agreement will constitute an agreement between Kodak and you. For purposes of this Letter Agreement, the term “Company” will refer to Kodak and all of its su
Bernard MassonEastman Kodak Co • April 6th, 2005 • Photographic equipment & supplies • New York
REDEMPTION AGREEMENT among Sun Chemical Corporation and Sun Chemical Group B.V. and Eastman Kodak Company and Kodak Graphics Holdings, Inc. Dated as of January 11, 2005Assumption Agreement • April 6th, 2005 • Eastman Kodak Co • Photographic equipment & supplies • New York
THIS REDEMPTION AGREEMENT (this “Agreement”), is dated as of January 11, 2005, and is among Sun Chemical Corporation, a Delaware corporation (“SCC”), Sun Chemical Group B.V., a Netherlands limited liability company (“Sun” and, together with SCC, “Sun Parties”), Eastman Kodak Company, a New Jersey corporation (“Kodak”) and Kodak Graphics Holdings, Inc., a Delaware corporation (“Kodak SPV”) and, together with Kodak, “Kodak Parties”).
364-DAY CREDIT AGREEMENT among EASTMAN KODAK COMPANY, THE BANKS NAMED HEREIN, CITICORP USA, INC. as Administrative Agent, BNP PARIBAS as Syndication Agent and THE BANK OF NOVA SCOTIA as Documentation AgentCredit Agreement • April 6th, 2005 • Eastman Kodak Co • Photographic equipment & supplies • New York
