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 September , 2009 % Senior Notes Due 2017Supplemental Indenture • September 17th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
INDENTURE, dated as of September , 2009 (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2009, by and among Eastman Kodak Company, a New Jersey corporation (the “Company”), the guarantors party to this Agreement (the “Guarantors”) and KKR Jet Stream (Cayman) Limited (the “Investor”).
ContractPurchase Agreement • September 17th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 17th, 2009 • Eastman Kodak Co • Photographic equipment & supplies • New York
