Eastman Kodak Co Sample Contracts

VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • July 29th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • Delaware
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UNDERWRITING AGREEMENT
Underwriting Agreement • October 10th, 2003 • Eastman Kodak Co • Photographic equipment & supplies

We (the "Managers") are acting on behalf of the underwriters (including ourselves) named below (the "Underwriters"), and we understand that Eastman 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.

TO
Eastman Kodak Co • September 5th, 2003 • Photographic equipment & supplies • New York
To INDENTURE Dated as of January 1, 1988
Eastman Kodak Co • September 5th, 2003 • Photographic equipment & supplies • New York
to INDENTURE Dated as of January 1, 1988
Eastman Kodak Co • October 10th, 2003 • Photographic equipment & supplies • New York
EASTMAN KODAK COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of August 1, 2011
Rights Agreement • August 1st, 2011 • Eastman Kodak Co • Photographic equipment & supplies • New Jersey

Rights Agreement (the “Agreement”), dated as of August 1, 2011, between EASTMAN KODAK COMPANY, a New Jersey corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).

TO INDENTURE Dated as of January 1, 1988
Eastman Kodak Co • September 5th, 2003 • Photographic equipment & supplies • New York
BY AND AMONG
Agreement and Plan of Merger • July 29th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • Delaware
364-DAY CREDIT AGREEMENT among
Day Credit Agreement • October 7th, 2003 • Eastman Kodak Co • Photographic equipment & supplies • New York
TO THE BANK OF NEW YORK Trustee
Eastman Kodak Co • September 5th, 2003 • Photographic equipment & supplies • New York
First Amendment to Credit Agreement
Credit Agreement • July 7th, 2023 • Eastman Kodak Co • Photographic equipment & supplies • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 26, 2021the First Amendment Effective Date, among EASTMAN KODAK COMPANY, a New Jersey corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and Alter Domus (US) LLC, as Administrative Agent.

CREDIT AGREEMENT dated as of February 26, 2021 by and among EASTMAN KODAK COMPANY, as Borrower THE LENDERS PARTY HERETO, as Lenders, and ALTER DOMUS (US) LLC as Administrative Agent
Credit Agreement • March 1st, 2021 • Eastman Kodak Co • Photographic equipment & supplies • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of February 26, 2021, among EASTMAN KODAK COMPANY, a New Jersey corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and Alter Domus (US) LLC, as Administrative Agent.

EASTMAN KODAK COMPANY AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 23, 2009 7.00% Convertible Senior Notes due 2017
Indenture • September 23rd, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York

INDENTURE dated as of September 23, 2009 between Eastman Kodak Company, a New Jersey corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01) and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).

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 March 15, 2011 10.625% Senior Secured Notes due March 15, 2019
Supplemental Indenture • March 21st, 2011 • Eastman Kodak Co • Photographic equipment & supplies • New York

INDENTURE, dated as of March 15, 2011 (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”).

TAX ASSET PROTECTION PLAN dated as of September 12, 2019 between EASTMAN KODAK COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
Tax Asset Protection Plan • September 12th, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New Jersey

TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of September 12, 2019, between Eastman Kodak Company, a New Jersey corporation (including any successor hereunder, the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2021 • Eastman Kodak Co • Photographic equipment & supplies • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of February 26, 2021, by and between EASTMAN KODAK COMPANY a New Jersey corporation (the “Company”) and the investor listed on Exhibit A to the Purchase Agreement (as defined below) (the “Purchaser”).

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INTERCREDITOR AGREEMENT Dated as of March 22, 2013 Among CITICORP NORTH AMERICA, INC., as Representative with respect to the ABL Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative with respect to the New Money Term Loans under...
Intercreditor Agreement • April 29th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York

INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 22, 2013, among CITICORP NORTH AMERICA, INC. (“CNAI”), as Representative with respect to the ABL Credit Agreement, WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Representative with respect to the New Money Term Loans, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative with respect to the Junior Term Loans, Eastman Kodak Company (the “Borrower”), and each of the other Grantors party hereto.

April 23, 2014 Re: Employment Agreement Dear Eric:
Employment Agreement • August 9th, 2018 • Eastman Kodak Co • Photographic equipment & supplies • New York

This mutually agreeable form of employment agreement (this “Agreement”), will be your employment agreement with Eastman Kodak Company and will be effective on April 28, 2014 (“the Effective Date”). For purposes of this Agreement, the term “Company” shall refer to Eastman Kodak Company.

Re: Employment Agreement
Employment Agreement • March 19th, 2014 • Eastman Kodak Co • Photographic equipment & supplies • New York
AMENDED AND RESTATED STOCK AND ASSET PURCHASE AGREEMENT AMONG EASTMAN KODAK COMPANY, AS DEBTOR-IN-POSSESSION, THE OTHER SELLER PARTIES LISTED ON THE SIGNATURE PAGES HERETO, KPP TRUSTEES LIMITED, AS TRUSTEE FOR THE KODAK PENSION PLAN OF THE UNITED...
Stock and Asset Purchase Agreement • November 12th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York

This Amended and Restated Stock and Asset Purchase Agreement is dated as of August 30, 2013, among Eastman Kodak Company, a New Jersey corporation (“Seller”), the other Seller Parties listed on the signature pages hereto (together with Seller, the “Principal Seller Parties”), and KPP Trustees Limited, as trustee for the KPP (“Purchaser” and, together with the Principal Seller Parties, each a “Party” and together the “Parties”); and, solely for purposes of Section 11.4, KPP Holdco Limited (“KPP Holdco”).

EASTMAN KODAK COMPANY REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 6th, 2004 • Eastman Kodak Co • Photographic equipment & supplies • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into this 10th day of October, 2003 among Eastman Kodak Company, a New Jersey corporation (the “Company”), Citigroup Global Markets Inc. and Lehman Brothers Inc. as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed on Schedule I to the Purchase Agreement dated October 7, 2003, among the Company and the Representatives on behalf of the Initial Purchasers (the “Purchase Agreement”).

AMENDMENT NO. 1 TO SHAREHOLDER AGREEMENT
Shareholder Agreement • May 21st, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New York

AMENDMENT NO. 1, dated as of May 20, 2019 (this “Amendment”), to the Shareholder Agreement, dated as of April 17, 2017 (the “Shareholder Agreement”), by and among Eastman Kodak Company, a New Jersey corporation (the “Company”), Longleaf Partners Small-Cap Fund (“Longleaf”), C2W Partners Master Fund Limited (“C2W”), Deseret Mutual Pension Trust (“Deseret”) and Southeastern Asset Management, Inc. (“Southeastern” and together with Longleaf, C2W and Deseret, the “SEAM Entities”). Terms used herein without definition shall have the meanings ascribed to them in the Shareholder Agreement.

To INDENTURE Dated as of January 1, 1988
Eastman Kodak Co • September 5th, 2003 • Photographic equipment & supplies • New York
STOCK AND ASSET PURCHASE AGREEMENT by and between EASTMAN KODAK COMPANY and MIR BIDCO SA DATED NOVEMBER 11, 2018
Stock and Asset Purchase Agreement • November 13th, 2018 • Eastman Kodak Co • Photographic equipment & supplies • New York

This Stock and Asset Purchase Agreement (this “Agreement”) is made and entered into this 11th day of November, 2018 (the “Execution Date”), by and between Eastman Kodak Company, a New Jersey corporation (“Seller”), and MIR Bidco SA, a société anonyme incorporated in Belgium with incorporation number BE 0705.932.821 (“Purchaser”). Seller and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 2 TO LETTER OF CREDIT FACILITY AGREEMENT
Letter of Credit Facility Agreement • July 7th, 2023 • Eastman Kodak Co • Photographic equipment & supplies • New York

WHEREAS, the Borrower entered into the Letter of Credit Facility Agreement, dated as of February 26, 2021, among the Borrower, the Guarantors, the banks, financial institutions and other institutional lenders and issuers of letters of credit from time to time party thereto, and Bank of America, N.A., Issuing Bank and Agent (as amended, supplemented or otherwise modified prior to the Restatement Date, the “Existing Credit Agreement”);

AMENDED AND RESTATED SETTLEMENT AGREEMENT EASTMAN BUSINESS PARK
Settlement Agreement • November 12th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York

THIS AGREEMENT WITH COVENANTS NOT TO SUE (this “Covenant”) is made this day of 2013 by and between the New York State Department of Environmental Conservation (“DEC”) and Eastman Kodak Company (“Kodak”) (DEC and Kodak are collectively referred to as the “Parties”).

SECURITY AGREEMENT Dated March 22, 2013 From The Grantors referred to herein as Grantors to Wilmington Trust, National Association as Agent
Security Agreement • April 29th, 2013 • Eastman Kodak Co • Photographic equipment & supplies • New York

SECURITY AGREEMENT dated March 22, 2013 (this “Agreement”), made by Eastman Kodak Company, a New Jersey corporation, a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined in the Credit Agreement, defined herein) (the “Company”), and the U.S. Subsidiaries of the Company listed on the signature pages hereof, each of which is a debtor and debtor-in-possession, or which at any time execute and deliver a Security Agreement Supplement in substantially the form attached hereto as Exhibit C (the Company and such U.S. Subsidiaries, collectively, the “Grantors”), to Wilmington Trust, National Association, as Agent (in such capacity, together with any successor Agent appointed pursuant to Article VIII of the Credit Agreement, the “Agent”) for the Secured Parties (as hereinafter defined).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 24th, 2019 • Eastman Kodak Co • Photographic equipment & supplies • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of May 24, 2019, is entered into by and between EASTMAN KODAK COMPANY a New Jersey corporation (the “Company”) and the investors listed on Exhibit 1 to the Purchase Agreement (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”).

Dated November 11, 2018
Earn-Out Agreement • November 13th, 2018 • Eastman Kodak Co • Photographic equipment & supplies

Now, Therefore, in consideration of the premises and mutual covenants contained herein and in the SAPA, the Parties agree as follows:

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