Kodak 2011 Annual Report Download - page 195

premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
(j) Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the
Criminal Code (Canada)) payable by Kodak Canada under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined
in the Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of
“interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to
have been made by mutual mistake of Kodak Canada and the Lenders and the amount of such payment or collection shall be refunded to Kodak
Canada. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial
practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the
Lenders will be prima facie evidence of such rate.
SECTION 2.09. Optional Conversion of Loans . The applicable Borrower may on any Business Day, upon notice given to the Agent
not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of
Sections 2.08 and 2.12 , Convert all or any portion of the Revolving Loans or Term Loans made to it of one Type comprising the same Borrowing into
Revolving Loans or Term Loans, respectively, of the other Type; provided , however , that any Conversion of Eurodollar Rate Loans into Base Rate Loans
shall be made only on the last day of an Interest Period for such Eurodollar Rate Loans, any Conversion of Base Rate Loans into Eurodollar Rate Loans
shall be in an amount not less than the minimum amount specified in Section 2.02(b)
, no Conversion of any Loans shall result in more separate Borrowings
than permitted under Section 2.02(b) and each Conversion of Loans comprising part of the same Borrowing shall be made ratably among the applicable
Lenders in accordance with their Revolving Credit Commitments (or, in the case of a Conversion of Term Loans, in accordance with the outstanding Term
Loans of the applicable Lenders). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion,
(ii) the Loans to be Converted, and (iii) if such Conversion is into Eurodollar Rate Loans, the duration of the initial Interest Period for each such
Loan. Each notice of Conversion shall be irrevocable and binding on the Borrower giving such notice.
SECTION 2.10. Prepayments of Loans . (a) Optional . The applicable Borrower may, upon notice at least three Business Days’
prior to the date of such prepayment, in the case of Eurodollar Rate Loans, and not later than 11:00 A.M. (New York City time) on the Business Day prior
to such prepayment, in the case of Base Rate Loans, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such
notice is given such Borrower shall, prepay the outstanding principal amount of the Loans of a Class comprising part of the same Borrowing made to it in
whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , however , that (x) each partial
prepayment of the Loans of such Class shall be in an aggregate principal amount of $10,000,000 (or $5,000,000, in the case of the Canadian Revolving
Credit Facility), or an integral multiple of $1,000,000 (or $5,000,000 in the case of the Term Facility) in excess thereof and (y) in the event of any such
prepayment of a Eurodollar Rate Loan, such Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c) .
(b) Mandatory . (i) Each Borrower shall, on each Business Day, if applicable, prepay (with no corresponding commitment
reduction) an aggregate principal amount of the Revolving Loans owed by such Borrower and comprising part of the same Borrowings in an amount equal
to the amount by which (A) the sum of (x) the aggregate principal amount of the Revolving Loans owed by such Borrower and then outstanding plus (y) the
aggregate applicable Letter of Credit Obligations then outstanding exceeds (B) the applicable Line Cap (except as a result of Protective Revolving Loans
made under Section 2.01(c) and not outstanding for more than 90 consecutive days); provided that in respect of any prepayment under this subsection
directly attributable to any adjustment of Reserves, such
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