Post by forkodak on Sept 6, 2013 11:06:06 GMT -5
"Item 1.01 Entry into a Material Definitive Agreement
On August 30, 2013, Eastman Kodak Company (the “Company”) entered into an agreement (the “Amended KPP Purchase Agreement”) amending and restating the Stock and Asset Purchase Agreement, dated as of April 26, 2013, between the Company, KPP Trustees Limited (“KPP”) and the other parties thereto (the “Original KPP Purchase Agreement”). The Amended KPP Purchase Agreement amends the Original KPP Purchase Agreement by providing for, among other things, a series of deferred closings that will take place in certain foreign jurisdictions following the initial closing under the Amended KPP Purchase Agreement. These deferred closings implement the legal transfer of the Personalized Imaging and Document Imaging businesses (together, the “Business”) to KPP subsidiaries in these foreign jurisdictions in accordance with local law. Pursuant to the Amended KPP Purchase Agreement, the Company will operate the Business in the deferred closing jurisdictions, subject to certain covenants, and will deliver to (or receive from) a KPP subsidiary at each deferred closing a true-up payment reflecting the actual economic benefit (or detriment) to the Business in the applicable deferred closing jurisdiction(s) from the time of the initial closing through the time of the applicable deferred closing. The Amended KPP Purchase Agreement further provides that at the initial closing the Company will cause promissory notes issued by a Company subsidiary to be delivered to KPP or its subsidiaries in consideration for the portion of the purchase price payable by KPP or its subsidiaries at the initial closing allocated to the portion of the Business that otherwise would be transferred at the initial closing but will instead be transferred at the deferred closings. These promissory notes will be used by KPP or its subsidiaries for the purpose of funding any local currency payment required to be made by KPP or its subsidiaries to the Company’s foreign subsidiaries under local law in these foreign jurisdictions at a deferred closing.
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investor.kodak.com/secfiling.cfm?filingid=31235-13-65
On August 30, 2013, Eastman Kodak Company (the “Company”) entered into an agreement (the “Amended KPP Purchase Agreement”) amending and restating the Stock and Asset Purchase Agreement, dated as of April 26, 2013, between the Company, KPP Trustees Limited (“KPP”) and the other parties thereto (the “Original KPP Purchase Agreement”). The Amended KPP Purchase Agreement amends the Original KPP Purchase Agreement by providing for, among other things, a series of deferred closings that will take place in certain foreign jurisdictions following the initial closing under the Amended KPP Purchase Agreement. These deferred closings implement the legal transfer of the Personalized Imaging and Document Imaging businesses (together, the “Business”) to KPP subsidiaries in these foreign jurisdictions in accordance with local law. Pursuant to the Amended KPP Purchase Agreement, the Company will operate the Business in the deferred closing jurisdictions, subject to certain covenants, and will deliver to (or receive from) a KPP subsidiary at each deferred closing a true-up payment reflecting the actual economic benefit (or detriment) to the Business in the applicable deferred closing jurisdiction(s) from the time of the initial closing through the time of the applicable deferred closing. The Amended KPP Purchase Agreement further provides that at the initial closing the Company will cause promissory notes issued by a Company subsidiary to be delivered to KPP or its subsidiaries in consideration for the portion of the purchase price payable by KPP or its subsidiaries at the initial closing allocated to the portion of the Business that otherwise would be transferred at the initial closing but will instead be transferred at the deferred closings. These promissory notes will be used by KPP or its subsidiaries for the purpose of funding any local currency payment required to be made by KPP or its subsidiaries to the Company’s foreign subsidiaries under local law in these foreign jurisdictions at a deferred closing.
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investor.kodak.com/secfiling.cfm?filingid=31235-13-65