Exhibit 10.2
EXECUTION VERSION
AMENDMENT NO. 1 TO SHAREHOLDER AGREEMENT
AMENDMENT NO. 1, dated as of May 20, 2019 (this “Amendment”), to the Shareholder Agreement, dated as of April 17, 2017 (the “Shareholder Agreement”), by and among Eastman Kodak Company, a New Jersey corporation (the “Company”), Longleaf PartnersSmall-Cap Fund (“Longleaf”), C2W Partners Master Fund Limited (“C2W”), Deseret Mutual Pension Trust (“Deseret”) and Southeastern Asset Management, Inc. (“Southeastern” and together with Longleaf, C2W and Deseret, the “SEAM Entities”). Terms used herein without definition shall have the meanings ascribed to them in the Shareholder Agreement.
RECITALS
WHEREAS, pursuant to the Shareholder Agreement, the Company and the SEAM Entities agreed to certain arrangements and restrictions with respect to the SEAM Entities’ ongoing ownership of Equity Securities;
WHEREAS, the Company and certain of the SEAM Entities desire to enter into a Purchase Agreement, dated as of even date herewith (the “Purchase Agreement”), pursuant to which the Company agrees to issue and sell to certain of the SEAM Entities, and such SEAM Entities agree to purchase from the Company, up to $100 million aggregate principal amount of the Company’s 5.00% Secured Convertible Notes (the “Notes”), which shall be convertible into Common Stock on the terms set forth in the form of the Notes attached to the Purchase Agreement; and
WHEREAS, in connection with the entry into the Purchase Agreement and the issuance of the Notes, the Company and the SEAM Entities desire to amend the Shareholder Agreement as set forth herein to reflect the potential acquisition of additional shares of Common Stock by the SEAM Entities as a result of conversion of the Notes.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the SEAM Entities hereby agree to amend the Shareholder Agreement as follows:
| | 1. | Section 3(a) of the Shareholder Agreement is hereby deleted in its entirety and replaced with the following: |
“(a) purchase, offer to purchase, or agree to purchase or otherwise acquire, Beneficial Ownership of Equity Securities if such purchase or acquisition would result in SEAM Entities or any of their Affiliates acquiring, directly or indirectly, alone or in concert with others, Beneficial Ownership of Common Stock more than (i) 16,454,200 shares of Common Stock (subject to adjustment of such sum pursuant to Section 4(b)) on a fully diluted basis and (ii) shares of Common Stock issuable upon conversion of Notes held by SEAM Entities or any of their Affiliates; provided, that this Section 3(a) shall not take into account any Equity Securities acquired by any director nominated by SEAM Entities for election to the Board of Directors (i) as compensation for services rendered as a member of the Board of Directors or (ii) for such director’s personal account with such director’s personal funds.”
