EASTMAN KODAK COMPANY (NASDAQ:KODK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Purchase Agreement

As previously disclosed, on November 7, 2016, Eastman Kodak
Company (the Company), Southeastern Asset Management, Inc.
(Southeastern) and Longleaf Partners Small-Cap Fund, C2W Partners
Master Fund Limited and Deseret Mutual Pension Trust which are
investment funds managed by Southeastern (such investment funds,
collectively, the Purchasers), entered into a Series A Preferred
Stock Purchase Agreement (the Purchase Agreement) to which the
Company agreed to sell to the Purchasers, and the Purchasers
agreed to purchase from the Company, an aggregate of 2,000,000
shares of the Companys 5.50% Series A Convertible Preferred
Stock, no par value per share (the Series A Preferred Stock), for
a purchase price of $100 per share, representing $200 million of
gross proceeds to the Company.The Purchase Agreement was filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on
November 7, 2016.

On November 15, 2016, the Company, Southeastern and the
Purchasers closed the transaction contemplated by the Purchase
Agreement, and the Company issued to the Purchasers an aggregate
of 2,000,000 shares of the Series A Preferred Stock for the
purchase price described above.

Certificate of Designations of the Series A Preferred Stock

On November 14, 2016, the Company filed with the Department of
Treasury of the State of New Jersey a Certificate of Amendment to
the Second Amended and Restated Certificate of Incorporation of
the Company (the Certificate of Designations) creating the Series
A Preferred Stock and establishing the designation, number of
shares, rights, preferences and limitations of the Series A
Preferred Stock, as described in the Companys Current Report on
Form 8-K filed on November 7, 2016, and such description is
incorporated into this Item 1.01 by reference.The Certificate of
Designations became effective upon filing.

The foregoing description of the Certificate of Designations does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Certificate of
Designations, which is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

Registration Rights Agreement

On November 15, 2016, the Company, Southeastern and the
Purchasers entered into a Registration Rights Agreement (the
Registration Rights Agreement) providing the Purchasers with
customary registration rights in respect of the shares of Series
A Preferred Stock and the shares of the Companys common stock,
par value $0.01 per share, issued upon conversion of the Series A
Preferred Stock.The Registration Rights Agreement contains
customary terms and conditions, including certain customary
indemnification obligations.

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Registration Rights
Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

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On November 15, 2016, the Company used the net proceeds from the
sale of the Series A Preferred Stock, together with cash on hand,
to pay an aggregate amount of $263.2 million (the Prepayment
Amount), comprised of the full principal amount of $262 million
plus accrued interest, fees and other expenses, owed to the
lenders under the Senior Secured Second Lien Term Credit
Agreement, dated as of September 3, 2013, by and among the
Company, the lenders from time to time parties thereto, and
Barclays Bank PLC, as administrative agent (the Second Lien
Credit Facility).Upon the administrative agents receipt of the
Prepayment Amount, the Second Lien Credit Facility was terminated
and the lenders security interest in any of the Companys or its
subsidiaries assets or property securing the Second Lien Credit
Facility was released.

A description of the Second Lien Credit Facility is included in
Item 1.01 of the Current Report on Form 8-K filed by the Company
on September 10, 2013, and such description is incorporated into
this Item 1.02 by reference.

The information contained in Item 1.01 of this Current Report on
Form 8-K regarding the Certificate of Designations and the Series
A Preferred Stock is incorporated herein by reference.

The information contained in Item 1.01 of this Current Report on
Form 8-K regarding the Certificate of Designations is
incorporated herein by reference.

On November 15, 2016, the Company issued a press release relating
to the items described in this Current Report on Form 8-K. A copy
of the press release is furnished as Exhibit 99.1 hereto.

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About EASTMAN KODAK COMPANY (NASDAQ:KODK)