UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Eastman Kodak Company

(Name of Issuer)

 

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

 

277461 40 6

(CUSIP Number)

 

 

Emanuel J. Adler

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 885-5000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

December 3, 2019

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

  

CUSIP No.  277461 40 6

Schedule 13D

Page 2 of 12

 

1	NAMES OF REPORTING PERSONS.   Moses Marx
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   5,690,0021
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   5,690,0021
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,690,0021
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.16%2
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

¹ Includes 246,574 shares of Common Stock (as defined in Item 1) held directly; 3,139,741 shares of Common Stock held by Momar Corporation; 1,519,646 shares of Common Stock held by United Equities Commodities Company; 614,041 shares of Common Stock held by Marneu Holding Company; and 170,000 shares of Common Stock held by 111 John Realty Corp.

² The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

   

 

CUSIP No.  277461 40 6

Schedule 13D

Page 3 of 12

 

1	NAMES OF REPORTING PERSONS.   Momar Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   3,139,741
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   3,139,741
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,139,741
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.26%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

¹ The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

 

 

CUSIP No.  277461 40 6

Schedule 13D

Page 4 of 12

 

1	NAMES OF REPORTING PERSONS.   Marneu Holding Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   614,041
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   614,041
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   614,041
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.42%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

¹The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

 

  

CUSIP No.  277461 40 6

Schedule 13D

Page 5 of 12

 

1	NAMES OF REPORTING PERSONS.   United Equities Commodities Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   1,519,646
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   1,519,646
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,519,646
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.52%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

¹The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

 

 

CUSIP No.  277461 40 6

Schedule 13D

Page 6 of 12

 

1	NAMES OF REPORTING PERSONS.   111 John Realty Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   170,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   170,000
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   170,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.39%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

¹ The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

 

 

CUSIP No.  277461 40 6

Schedule 13D

Page 7 of 12

 

1	NAMES OF REPORTING PERSONS.   K.F. Investors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a)    ¨ (b)    x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER   5,044,023
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   5,044,023
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,044,023
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.67%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

 

¹ The percentage set forth in Row 13 of this Cover Page is based on the 43,223,181 shares of Common Stock of the Issuer (as defined in Item 1) outstanding as of November 1, 2019, as reported on Form 10-Q (as defined in Item 5).

 

Item 1. Security and Issuer.

 

This Amendment No. 2 amends the initial statement on Schedule 13D filed on September 13, 2013, as amended on May 3, 2017 (as amended, the “Statement”) relating to the common stock, $0.01 par value per share (“Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 343 State Street, Rochester, New York, NY 14650.

 

Item 2. Identity and Background.

 

(a)      This Statement is being filed by Moses Marx, an individual, Momar Corporation, a New York corporation (“Momar”), Marneu Holding company, a New York general partnership (“Marneu”), United Equities Commodities Company, a New York general partnership (“UECC”), 111 John Realty Corp., a New York corporation (“111 John”) and K.F. Investors LLC, a New York limited liability company (“KF Investors”). The individual and entities hereinabove set forth (collectively, the “Reporting Persons”) are making this single, joint filing because they have agreed to act as a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Set forth below is information regarding Mr. Marx, Momar, Marneu, UECC, 111 John and KF Investors in response to Item 2 of Schedule 13D. The business address for the persons named in Item 2(a) is 160 Broadway, New York, NY 10038.

 

(b)–(c)

 

Momar is a New York corporation. Pursuant to Instruction C to Schedule 13D, Mr. Marx is the President of Momar, Dr. Joseph Fink is Vice President and Treasurer of Momar, and Philippe D. Katz is Vice President and Secretary of Momar. Messrs. Marx, Fink and Katz are the directors of Momar. No person is a controlling shareholder of Momar. Each of Mr. Marx, Dr. Fink and Mr. Katz is principally employed as a private investor and their principal business address is 160 Broadway, New York, New York 10038.

 

Marneu is a New York general partnership. Pursuant to Instruction C to Schedule 13D, the general partners of Marneu are Moses Marx and United Equities Realty Associates, a New York general partnership, the general partners of which are Mr. Marx, Dr. Fink and Mr. Katz. Mr. Marx holds a direct and indirect 71.4285% general partnership interest in Marneu.

 

UECC is a New York general partnership. Pursuant to Instruction C to Schedule 13D, the general partners of UECC are Mr. Marx, Dr. Fink and Mr. Katz. Mr. Marx holds a 99% general partnership interest in UECC.

 

111 John is a New York corporation. Pursuant to Instruction C to Schedule 13D, Mr. Marx, Dr. Fink and Mr. Katz comprise the Board of Directors and are President, Treasurer and Secretary, respectively of 111 John.

 

KF Investors is a New York limited liability company. Pursuant to Instruction C to Schedule 13D, the Manager of KF Investors are Dr. Fink and Mr. Katz. Mr. Marx has no ownership interest in nor any control of KF Investors.

 

(d)       During the last five years, none of the persons named in Item 2(a) above was convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

 

(e)        During the last five years, none of the persons named in Item 2(a) above was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

 

(f)        All individuals named herein are citizens of the United States.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

All securities described in this Schedule 13D were acquired by the respective Reporting Persons using their own funds.

 

Item 4. Purpose of Transaction.

 

The Reporting Persons acquired the Common Stock for investment purposes. Depending upon market conditions and other factors that the Reporting Persons deem material, they may purchase additional Common Stock or other securities of the Issuer in the open market, private transactions or from the Issuer, or may dispose of all or a portion of the Common Stock or other securities of the Issuer that they now own or may hereafter acquire.

 

Mr. Katz, whose affiliation with certain of the Reporting Persons is described in Item 2, serves as a member of the Board of Directors of the Issuer. As such, he participates in the planning and decisions of the Board of Directors and management of the Issuer.

 

Except as discussed in this Statement, none of the persons named in Item 2(a) above has any present plans or proposals which relate to or would result in any of the following:

 

(a)                The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)               An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)                A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)               Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)                Any other material change in the Issuer’s business or corporate structure;

 

(g)               Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)               Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                 A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)                 Any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer.

 

(a)-(b) All percentages set forth in this Schedule 13D are based on the Issuer’s 43,223,181 shares of Common Stock outstanding as of November 1, 2019, as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 2019 (“Form 10-Q”). The Information set forth in rows 7-13 of each Cover Page of this Schedule 13D is hereby incorporated by reference. The ownership of shares of Common Stock by KF Investors reported herein is as of the closing of the transaction contemplated by the Purchase Agreement (as defined below), which is scheduled to occur on December 9, 2019. In addition to the shares set forth on each Cover Page, Mr. Katz, whose affiliation with certain of the Reporting Persons is described in Item 2, owns 48,523 shares of Common Stock directly.

 

 

Each of the Reporting Persons expressly declares that this filing shall not be construed as an admission that such Reporting Person is, for the purposes of sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing other than those reported as owned by such Reporting Person directly.

 

None of the persons named in Item 2(a) above beneficially own any other shares of Common Stock of the Issuer.

 

(c)       On December 3, 2019, pursuant to a Purchase Agreement entered into on that date (the “Purchase Agreement”), KF Investors agreed to purchase 4,437,606 shares of Common Stock, from certain funds or accounts managed, advised or sub-advised by GSO Capital Partners LP (“GSO”), at a purchase price of $2.50 per share, in private transactions. The foregoing description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by the full text of the Purchase Agreement and exhibits thereto which have been filed as Exhibit 1 hereto and are incorporated by reference herein. Except for the shares of Common Stock acquired in the transactions described in this Statement, none of the persons named in Item 2(a) above has effected any transaction in shares of Common Stock during the 60 days preceding the date of this Statement.

 

(d)       Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons.

 

(e)       It is inapplicable for the purposes hereof to state the date on which the Reporting Persons ceased to be the owners of more than five percent of the Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

In September 2013, the Issuer, UECC, Momar, GSO and certain other parties entered into a Registration Rights Agreement with respect to certain shares of Common Stock of the Issuer. The Registration Rights Agreement was filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form 8-A filed by the Issuer on September 3, 2013. Reference is made to the text of such Exhibit 4.1 for the terms of such Registration Rights Agreement. The Purchase Agreement provides that GSO assigns all of its rights under the Registration Rights Agreement to KF Investors and that GSO will send a certain Transfer Notice described therein to the Issuer promptly upon closing of the Purchase Agreement; and that KF Investors agrees to be bound by the Registration Rights Agreement and to execute such Transfer Notice.

 

Other than as indicated elsewhere in this Statement, none of the persons named in Item 2(a) above is a party to any contract, arrangement, understanding, or relationship described in Item 6 of Schedule 13D.

 

Item 7. Material to Be Filed as Exhibits:

 

Exhibit 1

Purchase Agreement.

 

  

Signatures

 

After reasonable inquiry and to the best of each undersigned’s knowledge and belief, each undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:	December 3, 2019		/s/ Moses Marx
			MOSES MARX
Date:	December 3, 2019		MOMAR CORPORATION
			By:	/s/ Moses Marx
			Name:	Moses Marx
			Title:	President
Date:	December 3, 2019		MARNEU HOLDING COMPANY
			By:	/s/ Philippe D. Katz
			Name:	Philippe D. Katz
			Title:	Partner
Date:	December 3, 2019		UNITED EQUITIES COMMODITIES COMPANY
			By:	/s/ Philippe D. Katz
			Name:	Philippe D. Katz
			Title:	Partner

 

 

Date:	December 3, 2019		111 JOHN REALTY CORP.
			By:	/s/ Philippe D. Katz
			Name:	Philippe D. Katz
			Title:	Secretary
Date:	December 3, 2019		K.F. INVESTORS LLC
			By:	/s/ Philippe D. Katz
			Name:	Philippe D. Katz
			Title:	Manager

 

 

Exhibit 1

 

EXECUTION VERSION

 

PURCHASE AGREEMENT

 

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of December 3, 2019 by and among KF Investors LLC (“KF”) and George and Renee Karfunkel JT TEN (“GK”; each of KF and GK are sometimes referred to individually as a “Purchaser” and collectively as the “Purchasers”), and each of the legal entities set forth on Exhibit A hereto (each, a “Seller” and collectively, the “Sellers”).

 

RECITALS

 

WHEREAS, the Sellers desire to sell the number of shares of common stock, $0.01 par value per share (“Common Stock”), of Eastman Kodak Company, a New Jersey corporation (the “Company”), set forth on Exhibit A hereto (collectively, the “Shares”);

 

WHEREAS, the Company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that the Company’s primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

 

WHEREAS, the Shares are securities of a class that has been authorized and outstanding for at least 90 days prior to the date of this Agreement;

 

WHEREAS, the Sellers and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(7) of the Securities Act of 1933, as amended (the “Securities Act”), as promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act; and

 

WHEREAS, each Purchaser desires to purchase the number of Shares set forth on Exhibit A on the terms and subject to the conditions set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements set forth herein, the parties agree as follows:

 

ARTICLE I

THE TRANSACTION; THE CLOSING

 

Section 1.1            The Transaction. On the terms and subject to the conditions set forth herein, each Seller agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, the Shares for the purchase price (the “Purchase Price”) specified on such Exhibit A hereto.

 

 

Section 1.2            The Closing. Unless otherwise mutually agreed in writing among the Purchasers and the Sellers, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of the Sellers, 345 Park Avenue, New York, New York 10154, or at such other place or through such other means as the parties may agree, on December [9], 2019 (the “Closing Date”).

 

Section 1.3            Payment and Delivery. At the Closing, each Seller (severally and not jointly) shall deliver, or cause to be delivered, except as provided in the following sentence, to an electronic book-entry account in the name of each Purchaser with Computershare Shareowner Services as transfer agent for the Common Stock, the Shares against payment of the Purchase Price as set forth in Exhibit A hereto in immediately available funds by wire transfer to the Sellers’ bank accounts set forth on Exhibit B of this Agreement; provided however that with respect to that certain number of Shares of one of the Sellers identified on Exhibit A hereto, the delivery of such Shares shall occur as promptly as reasonably practicable after the Closing. If requested by a Purchaser prior to the Closing, such Seller shall deliver, or cause to be delivered, physical certificates evidencing such Shares registered in the name of such Purchaser promptly after the Closing.

 

Section 1.4            Condition to the Sellers’ Obligation to Sell. The obligation of the Sellers hereunder to sell and transfer the Shares to the Purchasers at the Closing is subject to the satisfaction, at or before the Closing Date, of the following condition, provided that the condition is for the Sellers’ sole benefit and may be waived by the Sellers at any time in their sole discretion by providing the Purchaser with prior written notice thereof: The representations and warranties of each of the Purchasers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and each of the Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by each of the Purchasers at or prior to the Closing Date.

 

Section 1.5            Condition to the Purchaser’s Obligation to Purchase. The obligation of the Purchasers hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing Date, of the following condition, provided that the condition is for the Purchasers’ sole benefit and may be waived by the Purchasers at any time in their sole discretion by providing the Sellers with prior written notice thereof: The representations and warranties of each and all of the Sellers shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and each and all of the Sellers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Seller at or prior to the Closing Date.

 

ARTICLE II

PURCHASER’S REPRESENTATIONS AND WARRANTIES

 

Each of the Purchasers severally and not jointly represents and warrants to the Sellers, as of the date hereof and as of the Closing , that:

 

Section 2.1            No Sale or Distribution. Such Purchaser is acquiring the Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Shares.

 

 

Section 2.2            Accredited Investor Status. Such Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act (“Regulation D”).

 

Section 2.3            Reliance on Exemptions. Such Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Sellers are relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares.

 

Section 2.4            Information. Such Purchaser has not relied on the Sellers, GSO Capital Partners LP (“GSO”), any other funds and accounts managed by GSO, any other affiliates of GSO or any of their respective current or former partners, shareholders, members, managers, officers, directors, employees, representatives and agents of any of the foregoing (collectively, the “GSO Persons”) with respect to any legal, accounting or tax matters relating to the purchase of the Shares. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Such Purchaser has, independently and without reliance on the Sellers or any GSO Person, and based on such information concerning the sale of the Shares and the Company as such Purchaser deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the acquisition of the Shares. Such Purchaser understands that its investment in the Shares involves a high degree of risk and is able to afford a complete loss of such investment and such Purchaser believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the acquisition of the Shares and of protecting its own interests in connection with such acquisition.

 

Section 2.5            No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

 

Section 2.6            Transfer or Resale. Such Purchaser understands that: (i) the Shares have not been and are not being registered under the Securities Act, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) such Purchaser shall have delivered to the Company an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Shares to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration; and (ii) neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

 

 

Section 2.7            Legends. Such Purchaser understands that the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Shares):

 

“THE SECURITIES REPRESENTED BY THIS BOOK-ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS BOOK-ENTRY MAY BE MADE EXCEPT PURSUANT TO (A) A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN EXEMPTION FROM REGISTRATION THEREUNDER, IF THE COMPANY HAS BEEN FURNISHED WITH SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY REASONABLY BE REQUIRED BY THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT.”

 

Section 2.8            Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser and shall constitute the legal, valid and binding obligations of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

 

Section 2.9            No Violation or Conflict; Consent. The execution, delivery and performance by such Purchaser of this Agreement and consummation by such Purchaser of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Purchaser or (ii) violate any contract to which such Purchaser is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, except for any such violation, conflict, default, termination, amendment, acceleration or cancellation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or operations of such Purchaser.

 

Section 2.10        Non-Public Information. Such Purchaser acknowledges and agrees that: (A) the Sellers and GSO Persons may now possess and may hereafter possess certain non-public information (the “Non-Public Information”) concerning the Company and/or the Shares that may or may not be independently known to such Purchaser and (B) such Purchaser has entered into this Agreement and agrees to consummate the transactions contemplated hereby notwithstanding that such Purchaser is aware that Non-Public Information may exist and that such Non-Public Information may not have been disclosed by the Company or the Sellers to such Purchaser, and such Purchaser confirms and acknowledges that neither the existence of any Non-Public Information, nor the substance of it, is material to such or to such Purchaser’s determination to enter into this Agreement and to consummate the transactions contemplated hereby.

 

 

Section 2.11        No Additional Seller Representations. Such Purchaser acknowledges and agrees that none of the Sellers or any GSO Persons has made and none of them does make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and none of the Sellers or any GSO Persons has any obligations to such Purchaser, whether express or implied, including fiduciary obligations, with respect to the transactions contemplated hereby.

 

ARTICLE III

Sellers’ REPRESENTATIONS AND WARRANTIES

 

Each of the Sellers severally and not jointly represents and warrants to each Purchaser, as of the date hereof and as of the Closing , that:

 

Section 3.1            No General Solicitation or Advertising. Such Seller and no person acting on such Seller’s behalf offered or sold Shares using general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D).

 

Section 3.2            Not an Issuer. Such Seller is not an issuer nor direct or indirect subsidiary of the Company.

 

Section 3.3            Underwriter Prohibition. The transaction contemplated by this Agreement is not with respect to a security that constitutes the whole or the part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution.

 

Section 3.4            Bad Actors Disqualified. Such Seller, and no person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the Shares to Purchasers, including solicitation of purchasers for such Seller, is subject to: (i) an event that would disqualify an issuer or other covered person under Rule 506(d)(1) under Regulation D; or (ii) a statutory disqualification under Section 3(a)(39) of the Exchange Act.

 

Section 3.5            No Violation or Conflict; Consent. The execution, delivery and performance by such Seller of this Agreement and consummation by such Seller of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on such Seller or (ii) violate any contract to which such Seller is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Seller is a party, except for any such violation, conflict, default, termination, amendment, acceleration or cancellation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or operations of such Seller.

 

 

Section 3.6            Title. (i) such Seller is the sole direct owner of the Shares, free and clear of any taxes and liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”), other than restrictions on resales of the Shares or other restrictions that may exist under applicable securities laws; (ii) the Shares to be delivered are not and will not be as of the Closing Date subject to any transfer restriction, other than the restriction that the Shares have not been registered under the Securities Act and, therefore, cannot be resold unless it is registered under the Securities Act or in a transaction exempt from or not subject to the registration requirements of the Securities Act and whatever restrictions that may exist against either Purchaser or are otherwise disclosed in the Company’s public filings (“Permitted Transfer Restriction”); (iii) upon the transfer of the Shares to each Purchaser, such Purchaser will acquire good and marketable title thereto, and will be the legal and beneficial owner of such the Shares, free and clear of any Encumbrances or transfer restrictions, other than the Permitted Transfer Restriction; and (iv) such Seller has not granted any person rights, options, subscriptions or other agreements or commitments obligating such Seller with respect to the Shares, and such Seller has not granted any person a proxy that has not expired or been validly withdrawn.

 

Section 3.7            Authorization; Enforcement; Validity. Such Seller has the requisite power and authority to enter into and perform its obligations under this Agreement and to transfer its Shares to the Purchasers in accordance with the terms hereof. This Agreement has been duly executed and delivered by such Seller, and constitutes the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

 

Section 3.8            Accredited Investor Status. Such Seller is an “accredited investor” as that term is defined in Regulation D.

 

Section 3.9            Reliance on Exemptions. Such Seller understands that the Shares are being acquired from it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Purchasers are relying in part upon the truth and accuracy of, and such Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Seller set forth herein in order to determine the availability of such exemptions and the eligibility of such Seller to sell the Shares.

 

Section 3.10        Information. Such Seller has not relied on either Purchaser, any other affiliates of thereof or any of their respective current or former partners, shareholders, members, managers, officers, directors, employees, representatives and agents of any of the foregoing (collectively, the “Purchaser Persons”) with respect to any legal, accounting or tax matters relating to the sale of the Shares. Such Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its sale of the Shares. Such Seller, independently and without reliance on the Purchasers or any Purchaser Persons, and based on such information concerning the sale of the Shares and the Company as such Seller deemed appropriate, reliable and adequate, made its own investment analysis and decision to consummate the sale of the Shares. Such Seller believes that, by reason of its business and financial experience, it is capable of evaluating the merits and risks of the sale of the Shares and of protecting its own interests in connection with such sale.

 

 

Section 3.11        Non-Public Information. Such Seller acknowledges and agrees that: (A) the Purchasers and Purchaser Persons may now possess and may hereafter possess Non-Public Information concerning the Company and/or the Shares that may or may not be independently known to such Seller and (B) such Seller has entered into this Agreement and agrees to consummate the transactions contemplated hereby notwithstanding that such Seller is aware that Non-Public Information may exist and that such Non-Public Information may not have been disclosed by the Company or the Purchasers to such Seller, and such Seller confirms and acknowledges that neither the existence of any Non-Public Information, nor the substance of it, is material to such Seller or to such Seller’s determination to enter into this Agreement and to consummate the transactions contemplated hereby.

 

Section 3.12        No Additional Purchaser Representations. Such Seller acknowledges and agrees that neither of the Purchasers nor any Purchaser Persons has made and none of them does make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and neither of the Purchasers nor any Purchaser Persons has any obligations to such Seller, whether express or implied, including fiduciary obligations, with respect to the transactions contemplated hereby.

 

 

 

ARTICLE IV
REGISTRATION RIGHTS

 

Section 4.1            Registration Rights. Effective as of the Closing, each Seller hereby assigns and transfers to the Purchasers all rights of such Seller under the Registration Rights Agreement (the “Reg. Rights Agreement”), dated September 3, 2013, between the Company and the stockholders named therein, except for such rights that are not transferable thereunder, including such Seller’s rights under Section 6.6 of the Reg. Rights Agreement. The Sellers agree to send the notice, in the form attached as Exhibit C hereto (the “Transfer Notice”), to the Company promptly after the Closing. Effective as of the Closing, each Purchaser agrees to be bound by the Reg. Rights Agreement and agrees to execute the Transfer Notice as provided therein.

 

ARTICLE V
MISCELLANEOUS

 

Section 5.1            Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given if given in the manner, and be deemed given at times, as follows: (x) on the date delivered, if personally delivered; (y) on the day of transmission if sent via facsimile transmission to the facsimile number given below, and telephonic confirmation of receipt is obtained promptly after completion of transmission; or (z) on the next business day after being sent by recognized overnight mail service specifying next business day delivery, in each case with delivery charges pre-paid and addressed to the following addresses:

 

 

(a)               If to a Seller, to:

 

c/o GSO Capital Partners LP
345 Park Avenue
New York, New York 10154
Attn:    Marisa Beeney
             Grant Bokerman
E-mail: gsoassetservicing@blackstone.com
             gsolegal@gsocap.com

 

(b)               If to KF to:

 

KF Investors LLC

160 Broadway

New York, New York 10038

Attn: Philippe Katz

Email: uneq3@bloomberg.net

 

(c)               If to GK:

 

c/o Sabr Group

140 Broadway

Suite 3930

New York, New York 10005

 

Section 5.2            Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any party without the prior written consent of each other party. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

 

Section 5.3            Savings Clause. No provision of this Agreement shall be construed to require any party or its affiliates to take any action that would violate any applicable law (whether statutory or common), rule or regulation.

 

Section 5.4            Entire Agreement. This Agreement (including the exhibits hereto and the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

 

Section 5.5            Governing Law; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING FROM THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PURCHASE AND SALE OF THE SHARES.

 

 

Section 5.6            Further Assurances. Each of the parties hereto agrees that it shall from time to time on or after the date hereof do, execute, acknowledge and deliver, and will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, certificates, bills of sale, assignments, transfers, conveyances, powers of attorney, assurances and other documents as may be reasonably requested by any party hereto in order to effectuate the transactions contemplated hereby.

 

Section 5.7            Counterparts. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

 

Section 5.8            Expenses. Each party shall bear its own expenses incurred or to be incurred in connection with the negotiation and execution of this Agreement and each other agreement, document and instrument contemplated by this Agreement and the consummation of the purchase and sale of the Shares.

 

Section 5.9            Waivers and Amendments. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver of the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

 

Section 5.10        Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” “Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.

 

[Signature Pages Follow]

 

 

 

 

IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

 

SELLERS:

 

	GSO SPECIAL SITUATIONS MASTER FUND LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO CREDIT-A PARTNERS LP
	By:	GSO Credit-A Associates LLC, its general partner
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
	By:	GSO Palmetto Opportunistic Associates LLC, its general partner
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO CACTUS CREDIT OPPORTUNITIES FUND LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory

 

 

[Signature Page to Purchase Agreement]

 

 

	GSO CREDIT ALPHA TRADING (CAYMAN) LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory

 

 

 

 

 

 

 

[Signature Page to Purchase Agreement]

 

PURCHASERS:

 

	KF INVESTORS LLC
	By:
		Name:
	GEORGE KARFUNKEL
	By:
		Name:
	RENEE KARFUNKEL
	By:
		Name

 

 

 

 

 

[Signature Page to Purchase Agreement]

 

EXHIBIT A

 

SELLERS; SHARES; PURCHASE PRICE; PURCHASERS

 

Shares: 8,875,211 Shares in the aggregate.

 

Per Share Purchase Price: $2.50

 

Aggregate Purchase Price: $22,188,027.50

 

Aggregate Shares to Each Purchaser	Aggregate Purchase Price Paid by Each Purchaser
KF Investors LLC 4,437,606 Shares	$11,094,015
George/Renee Karfunkel JT TEN - - 4,437,605 Shares	$11,094,012.50

 

 

Sellers	Purchaser	Number of Shares transferred	Portion of the Purchase Price
GSO Special Situations Master Fund LP - 6,103,867	KF Investors   GK	3,051,934   3,051,933	$7,629,835   $7,629,832.50
GSO Credit-A Partners LP - 1,226,470	KF Investors   GK	613,235   613,235	$1,533,087.50   $1,533,087.50
GSO Palmetto Opportunistic Investment Partners LP - 986,236	KF Investors   GK	493,118   493,118	$1,232,795   $1,232,795
GSO Cactus Credit Opportunities Fund LP – 272,8691	KF Investors   GK	136, 435   136,434	$341,087.50   $341,085

 

 

¹ 1,688 Shares shall be delivered to the Purchasers (844 Shares to each Purchaser) after the Closing in accordance with Section 1.2 of the Agreement.

 

 

GSO Credit Alpha Trading (Cayman) LP - 285,769

KF Investors   GK

142,884   142,885

$357,210   $357,212.50

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B

 

 

 

[Wiring Instructions]

 

 

 

 

 

 

 

 

 

EXHIBIT C

 

December [ ∙], 2019

 

Eastman Kodak Company
343 State Street
Rochester, NY 14650-0128

 

Attention: Roger Byrd, General Counsel

 

VIA FACSIMILE

 

Re:

Registration Rights Agreement (the “Reg. Rights Agreement”), dated as of September 3, 2013, between Eastman Kodak Company (the “Company”) and the stockholders of the Company named therein

 

Dear Roger:

 

Pursuant to Section 6.1(a) of the Reg. Rights Agreement, the undersigned stockholders of the Company (the “Stockholders”) hereby notify the Company that each such Stockholder has (i) sold all of its respective Registrable Securities (as defined in the Reg. Rights Agreement), in the amounts set forth on Schedule I hereto, to the purchasers identified on Schedule II hereto (the “Purchasers”) and (ii) transferred all of such Stockholder’s respective rights under the Reg. Rights Agreement (other than any rights under Section 6.6 of the Reg. Rights Agreement) to the Purchasers. The amount of Registrable Securities purchased by each Purchaser is also set forth on Schedule II.

 

By signing this notice, the undersigned Purchasers hereby agree to be bound by the terms of the Reg. Rights Agreement. In addition, by signing this notice, the undersigned Purchasers and Stockholders each hereby severally agree that the Company may rely on their respective representations and warranties in the Purchase Agreement, dated as of December [_], 2019, among the Purchasers and the Stockholders that pertain to compliance with the exemption from securities registration afforded by Section 4(a)(7) of the Securities Act of 1933, as amended. A copy of the foregoing Purchase Agreement is being provided to you with this notice.

 

Please sign below acknowledging receipt of this notice and agreement as to the transfer of the rights of the Stockholders under the Reg. Rights Agreement to the Purchasers.

 

[Remainder of Page Intentionally Left Blank]

 

 

	Very truly yours,
	GSO SPECIAL SITUATIONS MASTER FUND LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO CREDIT-A PARTNERS LP
	By:	GSO Credit-A Associates LLC, its general partner
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
	By:	GSO Palmetto Opportunistic Associates LLC, its general partner
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory
	GSO CACTUS CREDIT OPPORTUNITIES FUND LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory

 

  

	GSO CREDIT ALPHA TRADING (CAYMAN) LP
	By:	GSO Capital Partners LP, its investment advisor
	By:
		Name: Marisa Beeney
		Title: Authorized Signatory

 

 

 

 

 

	Acknowledged and Agreed:
	KF INVESTORS LLC
	By:
		Name:
		Title:
	GEORGE KARFUNKEL
	By:
	RENEE KARFUNKEL
	By:

 

 

 

 

 

 

 

 

 

 

Acknowledged and Agreed:

 

EASTMAN KODAK COMPANY

 

 

 

By:     _______________________
Name:

 

 

 

 

Schedule I

 

STOCKHOLDERS; REGISTRABLE SECURITIES

 

Sellers

GSO Special Situations Master Fund LP; 6,103,867 Registrable Securities

GSO Credit-A Partners LP; 1,226,470 Registrable Securities

GSO Palmetto Opportunistic Investment Partners LP; 986,236 Registrable Securities

GSO Cactus Credit Opportunities Fund LP; 272,869 Registrable Securities

GSO Credit Alpha Trading (Cayman) LP; 285,769 Registrable Securities

 

 

 

 

 

PURCHASERS; REGISTRABLE SECURITIES 

 

 

Purchasers

KF Investor LLC- 4,437,606 Registrable Securities

George and Renee Karfunkel- JT TEN 4,437,605 Registrable Securities

 

Addresses:

 

KF Investors LLC

160 Broadway

New York, New York 10038

Attn: Philippe Katz

Email: uneq3@bloomberg.net

 

George and Renee Karfunkel

c/o Sabr Group

140 Broadway

Suite 3930

New York, New York 10005