22 September 2004 SEVENTH WAIVER AND AMENDMENT LETTER Ladies and Gentlemen: 1 The Obligors' Agent, Polaroid Corporation (formerly known as OEP Imaging Operating Corporation) ("POLAROID"), Polaroid Holding Corporation (formerly known as OEP Imaging...Polaroid Holding Co • November 10th, 2004 • Photographic equipment & supplies
BACKGROUNDManagement Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • New York
CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • New York
14 November 2003 SIXTH WAIVER AND AMENDMENT LETTER Ladies and Gentlemen: 1 The Obligors' Agent, Polaroid Corporation (formerly known as OEP Imaging Operating Corporation) ("POLAROID"), Polaroid Holding Corporation (formerly known as OEP Imaging...Polaroid Holding Co • April 14th, 2004 • Photographic equipment & supplies
BACKGROUND.Employment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Massachusetts
TERMSRegistration Rights Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
Exhibit 10.1(e) RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
POLAROID LOGO] Polaroid (Italia) S.P.A. Via Piave, 1 1 21051 Arcisate (Varese) 0332 478.1 0332 478249 / Fax www.polaroid.com 12 aprile 2004 Mr. Gianfranco Palma Via G. Caccini 4 Milan, Italy. Re: EMPLOYMENT AGREEMENT Dear Mr. Palma: With reference to...Polaroid Holding Co • April 14th, 2004 • Photographic equipment & supplies
Exhibit 10.3(b) AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT is made this 7th day of August, 2003, to the EMPLOYMENT AGREEMENT by and among Polaroid Corporation and Polaroid Holding Company (collectively "Polaroid") and John Michael Pocock (the...Employment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies
THIS AMENDMENT is made this 7th day of August, 2003, to the EMPLOYMENT AGREEMENT by and among Polaroid Corporation and Polaroid Holding Company (collectively "Polaroid") and John Michael Pocock (the "Executive") dated May 30, 2003 (the "Agreement").
i) the Agreement of First Priority Right of Pledge of Assets, Receivables, Intercompany Receivables and Bank Accounts, dated as of July 29, 2002, between Contracting CV (acting by and through its general partners Management Ltd and Overseas Ltd), as...Polaroid Holding Co • April 14th, 2004 • Photographic equipment & supplies
AGREEMENTEmployment Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Massachusetts
Exhibit 10.3(i) RESTATED ENHANCED SEVERANCE AGREEMENT AGREEMENT FOR: ROBERT GREGERSON DATED: DECEMBER 20, 2004 A. Because Polaroid Corporation (the "Company") considers you a key contributor to the Company's success and to permit you to focus on your...Enhanced Severance Agreement • March 16th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Massachusetts
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
ONE EQUITY PARTNERS LLC 320 Park Avenue, 18th Floor New York, New York 10022Polaroid Holding Co • April 14th, 2004 • Photographic equipment & supplies
Reference is made to the Second Amended and Restated Asset Purchase Agreement dated as of July 3, 2002 (the "Asset Purchase Agreement") among OEP Imaging Corporation, a Delaware corporation (the "Purchaser"), Polaroid Corporation, a Delaware corporation ("Polaroid"), and the subsidiaries of Polaroid listed on the signature pages thereto (collectively, together with Polaroid, the "Sellers") pursuant to which the Sellers have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Sellers, substantially all of the assets and to assume certain liabilities of the Sellers.
ESCROW AGREEMENT ($40,000,000)Escrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York
ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 9th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment and Agreement”), dated as of March 9, 2005, is among PETTERS GROUP WORLDWIDE, LLC, a Delaware limited liability company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), and POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”).
EXHIBIT 10.1(h) AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENTSecurities Holders Agreement • April 14th, 2004 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
FORM OF VOTING AGREEMENTForm of Voting Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
This VOTING AGREEMENT, dated as of January 7, 2005 (the “Agreement”), is entered into among PETTERS GROUP WORLDWIDE, LLC, a Delaware limited liability Company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company (“Purchaser”), and the principal stockholder of POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”), whose signature appears on the signature page to this Agreement (the “Principal Stockholder”).
ESCROW AGREEMENTEscrow Agreement • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • New York
ESCROW AGREEMENT, dated as of January 7, 2005 (this “Agreement”), is entered into by and among Petters Group Worldwide, LLC, a Delaware limited liability company (“Parent”), Petters Consumer Brands, LLC, a Delaware limited liability company (“Purchaser”), Polaroid Holding Company, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Parent, Purchaser and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
Eighth Waiver and Amendment LetterPolaroid Holding Co • December 10th, 2004 • Photographic equipment & supplies
AGREEMENT AND PLAN OF MERGER by and among PETTERS GROUP WORLDWIDE, LLC, PETTERS CONSUMER BRANDS, LLC and POLAROID HOLDING COMPANY January 7, 2005Agreement and Plan of Merger • January 10th, 2005 • Polaroid Holding Co • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2005 (this “Agreement”), among PETTERS GROUP WORLDWIDE, LCC, a Delaware limited liability company (“Parent”), PETTERS CONSUMER BRANDS, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Purchaser”), and POLAROID HOLDING COMPANY, a Delaware corporation (the “Company”).
Amendment No. 1 to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company One Equity Partners LLC and The Other Management Investors Named Therein dated as of February 5, 2003Polaroid Holding Co • January 12th, 2005 • Photographic equipment & supplies
This is an amendment to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company (the “Company”), One Equity Partners LLC (“OEP”) and The Other Management Investors Named Therein (the “Management Investors”), dated as of February 5, 2003, as previously amended (the “Securities Holders Agreement”). Defined terms not otherwise defined herein shall have the meanings given such terms in the Securities Holders Agreement.
