Kodak 2011 Annual Report Download - page 170

“ Letter of Credit Facility ” means the US Letter of Credit Facility.
“ Letter of Credit Obligations ” means the US Letter of Credit Obligations.
“ Lien ”
means any lien, security interest, hypothecation, hypothec or other charge or encumbrance of any kind on the property of a
Person, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property, provided the term “Lien”
shall not include any license of intellectual property. Solely for the avoidance of
doubt, the filing of a UCC financing statement that is a precautionary filing in respect of an operating lease that does not constitute a security
interest in the leased property or otherwise give rise to a security interest does not constitute a Lien solely on account of being filed in a public
office.
“ Line Cap ” means the sum of the Canadian Line Cap and the US Line Cap.
“ Loan Documents ”
means (i) this Agreement, (ii) the Notes, (iii) Collateral Documents, (iv) the Intercreditor Agreement and (v) each
Letter of Credit Agreement, in each case as amended, restated, supplemented or otherwise modified from time to time.
“ Loan Parties ” means the Borrowers and the Guarantors.
“ Loan Value ” means the Canadian Loan Value and/or the US Loan Value, as the context may require.
“ Loans ” means the Revolving Loans and the Term Loans.
“ Material Adverse Effect ”
means a material adverse change, or any event or occurrence which could reasonably be expected to result in
a material adverse change, in (i) the business, condition (financial or otherwise), operations, performance, properties or liabilities of the Company
and its Subsidiaries, taken as a whole, other than as customarily occurs as a result of events leading up to and following the commencement of a
proceeding under Chapter 11 of the Bankruptcy Code, Chapter 15 of the Bankruptcy Code and/or proceedings commenced under the CCAA by a
Canadian Loan Party in connection with an Approved Canadian Case, and/or the commencement of the Cases or an Approved Canadian Case, (ii)
the ability of the Loan Parties to perform their respective material obligations under the Loan Documents or (iii) the ability of the Agent, the
Collateral Agent and/or the Lenders to enforce the Loan Documents.
“ Material Real Property ”
means each real property owned in fee by a Loan Party that has a fair market value (as determined by the
Company in good faith) (i) in the case of a Loan Party incorporated in the United States or any state or subdivision thereof, of not less than
$25,000,000 and (ii) in the case of a Loan Party incorporated in Canada or any province, territory or, in each case, subdivision thereof, of not less
than $5,000,000.
“ Material Subsidiary ”
means each Subsidiary of the Company that, for the most recently completed fiscal year of the Company for
which audited financial statements are available, either (i) has, together with its Subsidiaries, assets that exceed 5% of the total assets shown on the
Consolidated statement of financial condition of the Company as of the last day of such period or (ii) has, together with its Subsidiaries, net sales
that exceed 5% of the Consolidated net sales of the Company for such period.
“ Maturity Date ” means July 20, 2013.
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