Common use of Suspension of Solicitation; Amendment or Supplement Clause in Contracts

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodak, suspend solicitation of offers to purchase from Xxxxxxx Kodak there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement of such orders. Xxxxxxx Kodak will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements should be delivered by facsimile to Xxxxxx Brothers Inc., c/o ADP Prospectus Services, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxx, Facsimile: (000) 000-0000, and by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxxx Xxxxxxx, Telephone: (000) 000-0000; to Credit Suisse First Boston Corporation, Attention: Short and Medium Term Finance, Telephone: (000) 000-0000, Facsimile: (000) 000-0000; and to Xxxxxxx Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak and such purchaser, or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodak.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together simultaneously with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile to: If to Xxxxxx Brothers Inc., : By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services, Services 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000, 00000 Attention: Xxxx Xxxx, Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000, and ] with a copy by hand to to: Xxxxxx Brothers Inc., Inc. 3 World Financial Center, 9th Floor0xx Xxxxx Xxx Xxxx, New York, New York 10285Xxx Xxxx 00000-0900, 0000 Attention: Xxxxxxx Xxxxxxx, Xxxxxxx Telephone: (000) 000-0000; 0000 If to Credit Suisse First Boston Corporation, Attention[co-agent]: Short and Medium Term Finance, Telephone: (000) 000-0000, Facsimile: (000) 000-0000; and to Xxxxxxx Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak The Trustee will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodakthe Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES Unless otherwise set forth in an applicable Foreign Currency Amendment, the following procedures and terms shall apply to Multi-Currency Notes in addition to, and to the extent inconsistent therewith in replacement of, the procedures and terms set forth above.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together simultaneously with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile to: If to Xxxxxx Lehman Brothers Inc., : By facsimile delivery to: Xxxxxn Brothers Inc. c/o ADP Prospectus ServicesServices 536 Broad Hollow Road Melville, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, AttentionNew York 11747 Atxxxxxxx: Xxxx Xxxx, Xxxxxxx Xxxxxxxxx: (000) 000-0106 Facsimile: (000) 000-0000, and by hand to Xxxxxx Brothers Inc., 7492 with a xxxx xx xxxx to: Lehman Bxxxxxxx Xxx. 3 World Financial Center, 9th Floor, Floor New York, New York 1028510200-0900, Attention0000 Xxxxxxxxx: Xxxxxxx XxxxxxxXxxxxxx Xxxxxxxxx: (212) 526-8400 If to Donaldsox, TelephoneXxxxxx, Xxxxette Securities Corporxxxxx: By facsimile delivery to: Donaldson, Lufkin & Jenrette Securities Corporation 000 Brxxxxxx - 00xx Xxxor New York, New York 10005 Xxxxxxxxx: Xxxxxxxxx Xxxx Xxxxxxxxx/XXXx Xxxxxxone: (212) 504-4807 Facsimile: (212) 504-4298 with a xxxx xx xxxx to the same. If to J.X. Xxxxxx Xxxxrities Inc.: J.P. Morgan Securities Inc. 00 Wall Street New Yoxx, Xxx Xxxk 10260-0060 Attexxxxx: Xxxxxx-Xxxx Xxxx Xxxx - 0xx Xxxxx Xx xx Salomon Brothers Inc: Salomon Brothers Inc 8800 Hidden River Parkway Tampa, Florida 33637 Axxxxxxxx: Xxxxxxx Xxxxxx Xxxxxxxxx: (000) 000-0000; to Credit Suisse First Boston Corporation, Attention: Short and Medium Term Finance, Telephone7165 Facsimixx: (000) 000-00004123 Xx xx Xxxxh Barney Inc.: Smith Barney Inc. Prospectus Xxxxxxxxxx Brooklyn Xxxx Xxxxxxxl 140 58th Street - 8th Floor Brooklyn, NY 11220 wxxx x xxxx xxxxxxxxxxx xx xxxxxxxx xx: Xxxxx Barney Inc. 388 Greenwich Street - 34th Floor Xxx Xxxx, New York 10013 Xxxxxxxxx: Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxxxxxxxxx Facsimile: (000200) 000-0000; and to Xxxxxxx Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. If0000 Xx, since the date of acceptance of a purchaser's offeroxxxx, the Prospectus xxx Xxxxpectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of the delivery of the Prospectus. Xxxxxxx Kodak The Trustee will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodakthe Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the written consent of the Company will be paid by the Company. SPECIAL ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES Each Note will be represented by either a Global Security (as defined hereinafter) delivered to CB, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the Holder thereof or a Person designated by such Holder (a "Certificated Note"). An owner of a Book-Entry Note will not be entitled to receive a certificate representing such Note. In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, CB will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and CB to DTC dated the date hereof and a Medium-Term Note Certificate Agreement between CB and DTC, dated as of December 2, 1988 (the "Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Except as otherwise set forth in this Exhibit D with respect to matters not covered by the administrative procedures set forth below, Book-Entry Notes will be issued in accordance with the administrative procedures set forth below.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc., c/o ADP ADP, Prospectus Services, 000 Xxxxxxxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxXxxxxxx, FacsimileTelephone: (000) 000-0000, Telecopy: (000) 000-0000 and by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxxx Xxxxxx Xxxxxxx, Telephone: (000) 000-0000; to Credit Suisse First Boston Corporation(ii) Chase Securities Inc., 000 Xxxx Xxx., 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Short and Medium Medium-Term FinanceNote Desk, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000212) 000-0000834- 6081; and to Xxxxxxx (iii) Xxxxxxx, Xxxxx & CoCo., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx XxxxxxxxxxxXxxxx Xxxxxxxxx, Money Market Origination, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & Co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak The Company will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodakthe Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity shall be the Amortized Face Amount of such Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or the date of repayment, as the case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company.

Suspension of Solicitation; Amendment or Supplement. Subject to its representations, warranties and covenants contained in the Distribution Agreement, the Company may instruct the Agents to suspend solicitation of offers to purchase Notes at any time. Upon receipt of such instructions, the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend or supplement the Registration Statement (including incorporating any documents by reference therein or the Prospectus or any supplement relating to the Notes other than to change rates or other variable terms with respect to the offering of the Notes), it will promptly advise the Agents, Trustee and Agents’ counsel and will furnish the Agents and their counsel with copies of the proposed amendment or supplement (including any document proposed to be incorporated by reference therein). One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: BNP Paribas Securities Corp., 000 Xxxxxxx Xxxxxx, 00xx Xxxxx; Attention: Debt Capital Markets; Barclays Capital Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: MTN Trading; Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Medium-Term Note Department; For record keeping purposes, one copy of each such amendment or supplement shall also be mailed or telecopied to Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxxxx, Esq., (000) 000-0000, telecopier: (000) 000-0000. In the event that at the time the Agents, at the direction of Xxxxxxx Kodak, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company is suspended (other than to change interest rates or other variable terms) there shall be any orders outstanding offers to purchase Notes that have been accepted by the Company which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders offers may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such ordersoffers. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders offers may not be settled or that copies of such the Prospectus may not be so delivered. DELIVERY OF PROSPECTUS A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements should be delivered by facsimile to Xxxxxx Brothers Inc., c/o ADP Prospectus Services, 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx Xxxx, Facsimile: (000) 000-0000, and by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxxx Xxxxxxx, Telephone: (000) 000-0000; to Credit Suisse First Boston Corporation, Attention: Short and Medium Term Finance, Telephone: (000) 000-0000, Facsimile: (000) 000-0000; and to Xxxxxxx Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, Telephone: (000) 000-0000, Facsimile: (000) 000-0000. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak and such purchaser, or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodak.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together simultaneously with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting applicable Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting such Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile to: If to Xxxxxx Brothers Inc., : By facsimile delivery to: Xxxxxx Brothers Inc. c/o ADP Prospectus Services, Services 000 Xxxxxxxxxxx Xxxx, Xxxxx Xxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000, 00000 Attention: Xxxx Xxxx, Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000, and 0000 with a copy by hand to to: Xxxxxx Brothers Inc., Inc. 3 World Financial CenterXxxxxx 0xx Xxxxx Xxx Xxxx, 9th Floor, New York, New York 10285Xxx Xxxx 00000-0900, 0000 Attention: Xxxxxxx Xxxxxxx, Xxxxxxx Telephone: (000) 000-0000; 0000 If to Credit Suisse First Boston CorporationChase Securities Inc.: MTN Desk 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Short and Medium Term Finance, Xxxxx Xxxx Telephone: (000) 000-0000, 0000 Facsimile: (000) 000-0000; and 0000 If to Xxxxxxx Deutsch Xxxxxx Xxxxxxxx Inc.: c/o ADP Prospectus Services 000 Xxxxx & Co, 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx Xxxxxxxxxxx, Money Market Origination, 00000 Telephone: (000) 000-0000, 0000 Facsimile: (000) 000-0000. 0000 with a copy by hand to: Deutsche Bank Legal Department 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If to Xxxxxx, Read & Co., Inc.: c/o Prospectus Department 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 If to NationsBanc Capital Markets, Inc.: NationsBank Corporate Center 000 Xxxxx Xxxxx Xxxxxx; NC1-007-07-01 Charlotte, NC 28255 Attention: Xxxx XxXxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak The Trustee will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodakthe Company. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising, if any, that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc., c/o ADP ADP, Prospectus Services, 000 Xxxxxxxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxXxxxxxx, FacsimileTelephone: (000) 000-0000, Telecopy: (000) 000-0000 and by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxxx Xxxxxx Xxxxxxx, Telephone: (000) 000-0000; to Credit Suisse First Boston Corporation(ii) Chase Securities, Inc., One Chase Xxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Short and Medium Medium-Term FinanceNote Desk, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000) 000-0000; and to Xxxxxxx (iii) Xxxxxxx, Xxxxx & CoCo., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx XxxxxxxxxxxXxxxx Xxxxxxxxx, Money Market Origination, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (908) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak The Company will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodakthe Company.

Suspension of Solicitation; Amendment or Supplement. In the event that at the time the Agents, at the direction of Xxxxxxx Kodakthe Company, suspend solicitation of offers to purchase from Xxxxxxx Kodak the Company there shall be any orders outstanding which have not been settled, Xxxxxxx Kodak the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the Settlement settlement of such orders. Xxxxxxx Kodak The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that Xxxxxxx Kodak the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. DELIVERY OF PROSPECTUS Delivery of Prospectus A copy of the Prospectus as most recently amended or supplemented on the date of delivery thereof, together with the applicable pricing supplementPricing Supplement, must be delivered to a purchaser prior to or together with the earlier of the delivery by the Agents of (i) the written confirmation of a sale sent to a purchaser or his agent and (ii) any Note purchased by such purchaser. Xxxxxxx Kodak The Company shall ensure that the Presenting Agent receives copies of the Prospectus and each amendment or supplement thereto (including the applicable pricing supplementPricing Supplement) in such quantities and within such time limits as will enable the Presenting Agent to deliver such confirmation or Note to a purchaser as contemplated by these procedures and in compliance with the preceding sentence. Copies of pricing supplements Pricing Supplements should be delivered by facsimile 11:00 A.M. on the Business Day following the applicable trade date by telecopy to (i) Xxxxxx Brothers Inc., c/o ADP ADP, Prospectus Services, 000 Xxxxxxxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Xxxx XxxxXxxxxxx, FacsimileTelephone: (000) 000-0000, Telecopy: (000) 000-0000 and by hand to Xxxxxx Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York 10285-0900, Attention: Xxxxxxx Xxxxxx Xxxxxxx, Telephone: (000) 000-0000; to Credit Suisse First Boston Corporation(ii) Chase Securities Inc., 000 Xxxx Xxx., 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Short and Medium Medium-Term FinanceNote Desk, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000) 000-0000; and to Xxxxxxx (iii) Xxxxxxx, Xxxxx & CoCo., MTN Desk, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx XxxxxxxxxxxXxxxx Xxxxxxxxx, Money Market Origination, TelephoneTelephone No.: (000) 000-0000, FacsimileTelecopy No.: (000) 000-0000; or (iv) Xxxxxxx Xxxxx & Co. - Tritech Services, 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000; Attention: Final Prospectus Unit/Xxxxxxx Xxxxxxxxx, Telephone No.: (000) 000-0000/26/27, Telecopy No.: (000) 000-0000; also, for record keeping purposes, send a copy to: Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx, Incorporated, Xxxxxxx Xxxxx World Headquarters, World Financial Center, North Tower 10th Floor, 000 Xxxxx Xxxxxx, New York, New York 10281-1310, Attention: MTN Product Management. If, since the date of acceptance of a purchaser's offer, the Prospectus shall have been supplemented solely to reflect any sale of Notes on terms different from those agreed to between Xxxxxxx Kodak the Company and such purchaser, purchaser or a change in posted rates not applicable to such purchaser, such purchaser shall not receive the Prospectus as supplemented by such new supplement, but shall receive the Prospectus as supplemented to reflect the terms of the Notes being purchased by such purchaser and otherwise as most recently amended or supplemented on the date of delivery of the Prospectus. Xxxxxxx Kodak The Company will make all such deliveries with respect to all Notes sold directly by Xxxxxxx Kodak.the Company. Redemption and Repayment Unless one or more Redemption Dates are specified in the applicable Pricing Supplement, the Notes will not be redeemable prior to their Stated Maturity. If one or more Redemption Dates are so specified with respect to any Note, the applicable Pricing Supplement will also specify one or more redemption prices (expressed as a percentage of the principal amount of such Note) ("Redemption Prices") and the redemption period or periods ("Redemption Periods") during which such Redemption Prices shall apply. Unless otherwise specified in the Pricing Supplement, any such Note shall be redeemable at the option of the Company at the specified Redemption Price applicable to the Redemption Period during which such Note is to be redeemed, together with interest accrued to the Redemption Date. Unless otherwise specified in the applicable Pricing Supplement, the Notes will not be subject to any sinking fund. The Company may redeem any of the Notes that are redeemable and remain outstanding either in whole or from time to time in part, upon not less than 30 nor more than 60 days' notice. In the event of a redemption in part of any Note, a new Note for the amount of the unredeemed portion shall be issued in the name of the Holder upon cancellation of the redeemed Note. The Pricing Supplement relating to each Note will indicate either that such Note cannot be repaid prior to Stated Maturity or that such Note will be repayable at the option of the holder on a date or dates specified prior to Stated Maturity at a price or prices set forth in the applicable Pricing Supplement, together with accrued interest to the date of repayment. In order for a Note that is subject to repayment at the option of the Holder to be repaid, the Paying Agent must receive at least 30 days but not more than 45 days prior to the repayment date (a) appropriate wire instructions and (b) either (i) the Note with the form entitled "Option to Elect Repayment" attached to the Note duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the portion of the principal amount of the Notes to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid with the form entitled "Option to Elect Repayment" attached to the Note duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed must be received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the Holder of a Note shall be irrevocable, except as otherwise described under "Interest Rate Reset" and "Extension of Maturity" in the Prospectus Supplement. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note provided that the principal amount of the Note remaining outstanding after repayment is an authorized denomination. No registration of, transfer or exchange of any Note (or, in the event that any Note is to be repaid in part, the portion of the Note to be repaid) will be permitted after exercise of a repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Note for repayment will be determined by the Company, whose determination will be final, binding and non-appealable. If a Note is represented by a Global Security, the Depositary's nominee will be the Holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different cut-off times for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the cut-off time by which such an instruction must be given in order for timely notice to be delivered to the Depositary. Unless otherwise specified in the applicable Pricing Supplement, if a Note is an Original Issue Discount Note, the amount payable on such Note in the event of redemption or repayment prior to its Stated Maturity shall be the Amortized Face Amount of such Note, as specified in the applicable Pricing Supplement, as of the Redemption Date or the date of repayment, as the case may be. Authenticity of Signatures The Company will cause the Trustee to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees and agents who have been authorized by the Trustee to authenticate Notes, but the Agents will have no obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Advertising Costs The Company will determine with the Agents the amount and nature of advertising that may be appropriate in offering the Notes. Advertising expenses incurred with the consent of the Company will be paid by the Company. Business Day