Exhibit 4(a)
FORM OF SERIES A FIXED RATE NOTE
REGISTERED PRINCIPAL AMOUNT
EASTMAN KODAK COMPANY
No. FX- MEDIUM-TERM NOTE, SERIES A CUSIP
(FIXED RATE)
If the registered owner of this Note (as indicated below) is The Depository
Trust Company or a nominee of The Depository Trust Company, this Note is a
Global Note and the following Legend is applicable: Unless this certificate is
presented by an authorized representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of CEDE & CO., or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, CEDE & CO., has an
interest herein. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE
SECURITIES REPRESENTED HEREBY IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE
COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
Original Issue Date:
Stated Maturity Date:
Interest Rate:
Interest Payment Dates:
(If other than May 15 and November 15)
Issue price: __%
Form:
Base Rate:
(If Base Rate set forth above is not described
on the reverse hereof, insert description.)
Redeemable By Company: : ___ Yes ___ No
Redemption Dates:
Redemption Price Schedule:
Option To Elect Repayment: ___ Yes ___ No
Optional Repayment Dates:
Optional Repayment Price Schedule:
Specified Currency:
Option to Elect Payment in Specified Currency: ___ Yes ___ No
(Applicable only if Specified Currency is other than U.S. Dollars)
Authorized Denominations:
(Applicable only if Specified Currency is other than U.S. Dollars)
Original Issue Discount Note: ___ Yes ___ No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period OID:
Amortizing Note: ___Yes ___No
(If yes, a table setting forth repayment information
with respect to this Amortizing Note will be set forth
below.)
Optional Interest Rate Reset: ___Yes ___No
Extension of Maturity: ___Yes ___No
Depositary:
Exchange Rate Agent:
Calculation Agent:
Other Terms:
EASTMAN KODAK COMPANY, a corporation duly organized and existing under the
laws of the State of New Jersey (herein referred to as the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _______________
or registered assigns, the principal amount set forth above on the Stated
Maturity Date shown above and to pay accrued interest on said principal sum at
the Interest Rate shown above from the Original Issue Date shown above or from
the most recent date to which interest has been paid or duly provided for,
semiannually in arrears on May 15 and November 15 of each year (or, if otherwise
indicated on the face hereof, on the dates so indicated) and at Maturity, until
said principal sum is paid or duly provided for in accordance with the terms
hereof. Interest on this Note, if any, will be computed on the basis of a
360-day year of twelve 30-day months. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture referred to on the reverse hereof, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which, in the case of any
Interest Payment Date shall be the date (whether or not a Business Day) 15
calendar days immediately preceding such Interest Payment Date; provided,
however, that any interest payable at Maturity shall be paid to the same person
to whom the principal of this Note is payable. Notwithstanding the foregoing, if
this Note is issued between a Regular Record Date and the related Interest
Payment Date or on an Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the Interest Payment Date following the next succeeding Regular Record Date
to the registered Holder hereof on such next succeeding Regular Record Date. Any
interest not punctually paid or duly provided for shall forthwith cease to be
payable to the Registered Holder hereof on the related Regular Record Date, and
may be paid to the Person in whose name this Note (or one Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes not less than ten days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. For purposes of this Note, a "Business
Day" is any day that is not a Saturday or Sunday and that, in The City of New
York, is not a day on which banking institutions generally are authorized or
obligated by or pursuant to law, regulation or executive order to close; if the
Note is denominated in a currency other than U.S. dollars, (a) not a day on
which banking institutions are authorized or required by law or regulation to
close in the principal financial center of the country issuing the relevant
currency (which in the case of the Euro shall be Luxembourg and London) and (b)
a day on which banking institutions in such financial centers are carrying out
transactions in the relevant currency; and with respect to LIBOR Notes, any day
on which dealings in deposits in U.S. dollars are transacted in the London
interbank market.
The principal hereof and any premium and interest hereon are payable by the
Company in the specified currency (the "Specified Currency") shown above. If the
Specified Currency shown above is other than U.S. dollars, the Company will
arrange to convert all payments in respect hereof into U.S. dollars in the
manner described on the reverse hereof. The Holder hereof may, if so indicated
above, elect to receive all payments in respect hereof in the Specified Currency
by delivery of a written notice to the Trustee not later than the applicable
Record Date, or at least 15 calendar days prior to Maturity. Such election will
remain in effect until revoked by written notice to the Trustee received not
later than the applicable Record Date, or at least 15 calendar days prior to
Maturity. If the Company determines that the Specified Currency is not available
for making payments in respect hereof as described on the reverse hereof, then
the Holder hereof may not so elect to receive payments in the Specified
Currency, and any such outstanding election shall be automatically suspended,
and payments shall be in U.S. dollars as described on the reverse hereof until
the Company determines that the Specified Currency is again available for making
such payments.
If this Note is a Certificated Note, payments of interest in U.S. dollars
(other than interest payable at Maturity) will be made by check mailed no later
than the applicable Interest Payment Date to the address of the Person entitled
thereto as such address shall appear on the Security Register on the applicable
Record Date, provided that, if the Holder hereof is the Holder of
U.S.$10,000,000 (or the equivalent thereof in a Specified Currency other than
U.S. dollars, determined as provided on the reverse hereof) or more in aggregate
principal amount of Certificated Notes of like tenor and term, such U.S. dollar
interest payments will be made by wire transfer of immediately available funds,
but only if appropriate wire transfer instructions have been received in writing
by the Paying Agent not less than 15 calendar days prior to the applicable
Interest Payment Date. Simultaneously with any election by the Holder hereof to
receive payments in respect hereof in the Specified Currency (if other than U.S.
dollars), such Holder shall provide appropriate wire transfer instructions to
the Paying Agent and all such payments will be made by wire transfer of
immediately available funds to an account maintained by the payee in the
Specified Currency. The Principal hereof and any premium and interest hereon
payable at Maturity will be paid in immediately available funds upon surrender
of this Note accompanied by appropriate wire instructions at the corporate trust
office or agency of the Trustee located in the City and State of New York. If
this Note is a Global Note, beneficial owners of interests herein will be paid
in accordance with the Depositary's and its participants' procedures in effect
from time to time.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Note shall not become valid or obligatory for any purpose unless and
until this Note has been authenticated by The Bank of New York, or its
successor, as Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed under
its corporate seal.
[Seal]
EASTMAN KODAK COMPANY
By
Title:_______________________________________
Attest_______________________________________
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes issued under the withinmentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:__________________________________________
Authorized Signatory
EASTMAN KODAK COMPANY
MEDIUM-TERM NOTE, SERIES A
(FIXED RATE)
This Note is one of a series of duly authorized debt securities of the
Company (the "Securities") issued or to be issued in one or more series under an
indenture dated as of January 1, 1988, as supplemented by a First Supplemental
Indenture thereto dated as of September 6, 1991, a Second Supplemental Indenture
thereto dated as of September 20, 1991, a Third Supplemental Indenture thereto
dated as of January 26, 1993 and a Fourth Supplemental Indenture thereto dated
as of March 1, 1993 (as so supplemented, the "Indenture"), between the Company
and The Bank of New York, as trustee (the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof.
The authorized denominations of Notes denominated in U.S. dollars will be
U.S.$1,000 and any larger amount that is an integral multiple of U.S.$1,000. The
authorized denominations of Notes denominated in a currency other than U.S.
dollars will be as set forth on the respective faces thereof.
Except as otherwise provided in the next paragraph, if the Specified
Currency is other than U.S. dollars, the amount of any U.S. dollar payment to be
made in respect hereof will be determined by the Exchange Rate Agent based on
the highest firm bid quotation expressed in U.S. dollars received by such
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date, from three recognized
foreign exchange dealers in The City of New York selected by the Exchange Rate
Agent and approved by the Company (one of which may be the Exchange Rate Agent)
for the purchase by the quoting dealer, for settlement on such payment date, of
the aggregate amount of the Specified Currency payable on such payment date in
respect of all Notes denominated in such Specified Currency on which payments
are to be made in U.S. dollars. If no such bid quotations are available, then
such payments will be made in the Specified Currency, unless the Specified
Currency is unavailable due to the imposition of exchange controls or to other
circumstances beyond the Company's control, in which case payment will be made
as described in the next paragraph. All currency exchange costs will be borne by
the Holders of such Notes by deductions from such payments.
If any payment in respect hereof is required to be made in a Specified
Currency other than U.S. dollars and such currency is unavailable due to the
imposition of exchange controls or other circumstances beyond the Company's
control or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions of or
within the international banking community, then such payment shall be made in
U.S. dollars. The amount so payable in such foreign currency shall be converted
into U.S. dollars at a rate determined by the Exchange Rate Agent as of the
second Business Day prior to the date on which such payment is due on the basis
of the most recently available Market Exchange Rate (as defined below) for such
currency or as otherwise indicated on the face hereof. The "Market Exchange
Rate" for a currency shall be the noon buying rate of such currency for cable
transfers in The City of New York, as determined by the Federal Reserve Bank of
New York. Any payment made under such circumstances in U.S. dollars will not
constitute an Event of Default under the Indenture.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on the Holder hereof and the Company,
and the Exchange Rate Agent shall have no liability therefor.
If the Specified Currency is other than U.S. dollars, then in the event of
an official redenomination of the Specified Currency, the obligations of the
Company with respect to payments on this Note shall, in all cases, be deemed
immediately following such redenomination to provide for payment of that amount
of the redenominated Specified Currency representing the amount of such
obligations immediately before such redenomination.
The interest payable hereon on each Interest Payment Date shall include
interest accrued through the day before such Interest Payment Date. Any payments
otherwise required to be made on this Note on a date that is not a Business Day
need not be made on such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on such date, and no additional
interest shall accrue as a result of such delayed payment.
If so specified on the face hereof, the Company may, at its option, redeem
this Note in whole, or from time to time in part, on the Redemption Dates set
forth on the face hereof, pursuant to the Redemption Price Schedule set forth on
the face hereof, together with accrued interest to the date of redemption. The
Company may exercise such option by causing the Trustee to mail a notice of such
redemption at least 30 but not more than 60 days prior to the date of
redemption. If less than all of the Notes having the same terms (except as to
principal amount and date of issuance) are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee shall
deem fair and appropriate. In the event of redemption of this Note in part only,
a new Note or Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If so specified on the face hereof, this Note will be repayable at the
option of the Holder on the Optional Repayment Dates set forth on the face
hereof pursuant to the Optional Repayment Price Schedule set forth on the face
hereof, together with accrued interest to the date of repayment. In order for
this Note to be repaid, the Trustee must receive at least 30 but not more than
45 days prior to an Optional Repayment Date (a) appropriate wire instructions
and (b) either (i) this Note with the form below entitled "Option to Elect
Repayment" 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 of America setting forth the name of the Holder of this Note,
the principal amount of this Note, the portion of the principal amount of this
Note to be repaid, the certificate number or a description of the tenor and
terms of this Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note with the form below entitled
"Option to Elect Repayment" duly completed will be received by the Trustee not
later than five Business Days after the date of such telegram, telex, facsimile
transmission or letter. If the procedure described in clause (ii) of the
preceding sentence is followed, this Note with form duly completed must be
received by the Trustee by such fifth Business Day. Any tender of this Note for
Repayment shall be irrevocable, except that a Holder who has tendered a Note for
repayment pursuant to a Reset Notice (as defined below) or an Extension Notice
(as defined below) in connection with an Extension of Maturity (as defined
below) of a Note may, by written notice to the Trustee, revoke its tender for
repayment until the close of business on the tenth day prior to the Optional
Reset Date or original Stated Maturity Date, respectively. The repayment option
may be exercised by the Holder of this Note for less than the entire principal
amount of the Note, provided that the principal amount of this Note remaining
outstanding after repayment is an authorized denomination. Upon such partial
repayment, this Note shall be cancelled and a new Note or Notes for the
remaining principal amount hereof shall be issued in the name of the Holder of
this Note. No transfer or exchange of this Note (or, if this Note is to be
repaid in part, the portion hereof 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 this Note for repayment will be
determined by the Company, whose determination will be final, binding and
non-appealable.
This Note will not be subject to any sinking fund.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note, the amount payable in the event of redemption or
repayment prior to the Stated Maturity Date hereof or a declaration of
acceleration of the principal amount hereof, in lieu of the principal amount due
at the Stated Maturity Date hereof, shall be the Amortized Face Amount of this
Note as of the redemption date or the date of repayment or of such declaration,
as the case may be. The "Amortized Face Amount" of this Note shall be the amount
equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that
portion of the difference between the Issue Price and the principal amount
hereof that has accrued at the Yield to Maturity (as set forth on the face
hereof) (computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note exceed
its principal amount.
If this Note is a Global Note, ownership of beneficial interests herein
will be limited to participants in the Depositary or persons that hold interests
through such participants, and the transfer of beneficial interests herein will
be effected only through records maintained by the Depositary (with respect to
interests of participants in the Depositary) or by participants in the
Depositary or persons that may hold interests through such participants (with
respect to persons other than participants in the Depositary).
If this Note is an Amortizing Note, as specified on the face hereof,
payments with respect to this Note will be applied first to interest and then to
principal. If this Note is an Amortizing Note, a table setting forth such
repayment information is set forth on the face of this Note.
If so specified on the face hereof, the Company may, at its option reset
the interest rate of this Note (an "Optional Interest Rate Reset"). The Company
may exercise this option by notifying the Paying Agent at least 45 but not more
than 60 days prior to the Optional Interest Rate Reset date (the "Optional Reset
Date") for the Note. Not later than 40 days prior to that Optional Reset Date,
the Paying Agent will mail to the Holder of the Note a notice (the "Reset
Notice"), first class, postage prepaid, setting forth the election to reset the
interest rate, the new interest rate and any provisions for redemption during
the period from the Optional Reset Date to the next Optional Reset Date or, if
there is no next Optional Reset Date, to the Stated Maturity of the Note (each
such period a "Subsequent Interest Period"), including the date or dates on
which or the period or periods during which and the price or prices at which the
redemption may occur during the Subsequent Interest Period.
Not later than 20 days prior to an Optional Reset Date for a Note, the
Company may revoke the interest rate provided for in the Reset Notice and
establish a higher interest rate for the Subsequent Interest Period commencing
on the Optional Reset Date by mailing or causing the Paying Agent to mail notice
of the higher interest rate, first class, postage prepaid, to the Holder of the
Note. Notice will be irrevocable. All Notes with respect to which the interest
rate is reset on an Optional Reset Date will bear the higher interest rate.
If the Company elects to reset the interest rate of a Note, the Holder of
that Note will have the option to elect repayment of the Note by the Company on
any Optional Reset Date at a price equal to the principal amount thereof plus
any accrued interest to the Optional Reset Date. In order for a Note to be so
repaid on an Optional Reset Date, the Holder thereof must follow the procedures
for optional repayment, except that the period for delivery of that Note or
notification to the Paying Agent will be a least 25 but not more than 35 days
prior to the Optional Reset Date; and a Holder who has tendered a Note for
repayment pursuant to a Reset Notice may by written notice to the Paying Agent
revoke its tender for repayment until the close of business on the tenth day
prior to the Optional Reset Date.
If this Note is subject to an Extension of Maturity (as specified on the
face hereof), the Company may extend the Stated Maturity of the Note. The
Company may exercise this option with respect to a Note by notifying the Paying
Agent at least 45 but not more than 60 days prior to the Stated Maturity of the
Note. No later than 40 days prior to the original Stated Maturity, the Paying
Agent will mail to the Holder of that Note a notice relating to the extension
period, first class, postage prepaid, setting forth the Company's election to
extend the Stated Maturity of the Note; the new Stated Maturity; the interest
rate for the extension period; and any provisions for redemption during the
extension period, including the date or dates on which or the period or periods
during which and the price or prices at which redemption may occur (an
"Extension Notice").
Upon the mailing by the Paying Agent of an Extension Notice to the Holder
of a Note, the Stated Maturity of that Note will be extended automatically as
set forth in the Extension Notice, and, except as modified by the Extension
Notice and as described in the next paragraph, the Note will have the same terms
as prior to the mailing of the Extension Notice.
Not later than 20 days prior to the original Stated Maturity for a Note,
the Company may revoke the interest rate provided for in the Extension Notice
and establish a higher interest rate for the extension period by mailing or
causing the Paying Agent to mail notice of the higher interest, first class,
postage prepaid, to the Holder of that Note. Notice will be irrevocable.
If the Company elects to extend the Stated Maturity of a Note, the Holder
of that Note will have the option to elect repayment of that Note at the
original Stated Maturity at a price equal to the principal amount plus any
accrued interest. In order for a Note to be repaid on the original Stated
Maturity, the Holder must follow the procedures for optional repayment, except
that the period for delivery of the Note or notification to the Paying Agent
will be at least 25 but not more than 35 days prior to the original Stated
Maturity; and a Holder who has tendered a Note for repayment pursuant to an
Extension Notice may by written notice to the Paying Agent revoke its tender for
repayment until the close of business on the tenth day prior to the original
Stated Maturity.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is exchangeable for a like aggregate principal amount of Notes
of different authorized denominations, as requested by the Person surrendering
the same.
If this Note is a Global Note (as specified on the face hereof), this Note
is exchangeable only if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Note or if at any time
the Depositary ceases to be in good standing under the Securities Exchange Act
of 1934, as amended, and the Company does not appoint a successor Depositary
within 90 days after the Company receives such notice or becomes aware that such
Depositary is no longer in good standing, or (y) the Company in its sole
discretion determines that this Note shall be exchanged for Certificated Notes
in definitive form, provided that the definitive Notes so issued in exchange for
this Note shall be in authorized denominations and be of like aggregate
principal amount and tenor and terms as the portion of this Note to be
exchanged. Except as provided above, owners of beneficial interests in this Note
(if a Global Note) will not be entitled to have this Note or Notes represented
by this Note registered in their names or receive physical delivery of Notes in
definitive form and will not be considered the Holders hereof for any purpose
under the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable on the Security Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City and State of New
York, (if so required by the Company, the Security Registrar or the Trustee)
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Security Registrar and the Trustee duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of this series, of authorized denominations and
for the same aggregate principal amount and like tenor, will be issued to the
designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, except as
provided in the Indenture.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or of the Trustee may treat
the person in whose name this Note is registered as the Holder hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor such agent shall be affected by notice to the contrary.
If an Event of Default with respect to the Securities of this series shall
have occurred and be continuing, the principal of all the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
In case this Note shall at any time become mutilated, destroyed, stolen or
lost and this Note or evidence of the loss, theft or destruction hereof
(together with such indemnity and such other documents or proof as may be
required by the Company or the Trustee) shall be delivered to the principal
corporate trust office of the Trustee, a new Note of like tenor and principal
amount will be issued by the Company in exchange for, or in lieu of, this Note.
All expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Note shall be borne
by the Holder of this Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE AND TO BE PERFORMED SOLELY
IN THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SAID STATE WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES OF SAID STATE.
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN CON - as tenants in common UNIF GIFT MIN ACT - _____Custodian_____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of Under Uniform Gifts
survivorship and not as tenants in common to Minors Act
____________________
(State)
Additional abbreviations may also be used though not in the above List
__________________
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay $________ principal amount of the within Note, pursuant to its terms, on
the "Optional Repayment Date" first occurring after the date of receipt of the
within Note as specified below, together with interest thereon accrued to the
date of repayment, to the undersigned at:
______________________________________________________________________________
______________________________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the term of the Indenture, a Note
or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, The City and State of New York, located initially at the office of
the Trustee at 101 Barclay Street, Attention: Corporate Trust Administration
Office, New York, New York 10286 or, if delivery is by hand, 130 John Street,
Street Level, New York, New York 10286.
Dated: ___________________________________________
Note: The signature to this Option to Elect
Repayment must correspond with the name as
written upon the face of the within Note in
every particular without alteration or
enlargement or any change whatsoever.
_________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security or Other
Identifying Number of Assignee
- -------------------------------------
- ------------------------------------- -----------------------------------------
- -------------------------------------------------------------------------------
Please Print or Type Name and Address Including Zip Code of Assignee
- -------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
- -----------------------------------------------------------------------attorney
to transfer such Note on the books of Eastman Kodak Company with full power of
substitution in the premises.
Dated:___________________ _______________________________________
Signature
_______________________________________
NOTICE: The signature to this assignment
must correspond with the name as it
appears upon the face of the Note in
every particular, without alteration or
enlargement or any change whatsoever.