Kodak 2011 Annual Report Download - page 81

Company's and the U.S. Guarantors’ obligations under the DIP Credit Agreement). Assets of the type described in the preceding sentence of the Canadian
Borrower or any Canadian subsidiary of the Canadian Borrower are similarly pledged to secure the obligations of the Canadian Borrower and Canadian
Guarantor under the DIP Credit Agreement. The security and pledges are subject to certain exceptions.
The DIP Credit Agreement limits, among other things, the Borrowers’ and the Subsidiary Guarantors’ ability to (i) incur indebtedness, (ii) incur or create
liens, (iii) dispose of assets, (iv) prepay subordinated indebtedness and make other restricted payments, (v) enter into sale and leaseback transactions and
(vi) modify the terms of any organizational documents and certain material contracts of the Borrowers and the Subsidiary Guarantors. In addition to
standard obligations, the DIP Credit Agreement provides for specific milestones that the Company must achieve by specific target dates. In addition, the
Company and its subsidiaries are required to maintain consolidated Adjusted EBITDA (as defined in the DIP Credit Agreement) of not less than a specified
level for certain periods, with the specified levels ranging from $(130) million to $175 million depending on the applicable period. The Company and its
subsidiaries must also maintain minimum U.S. Liquidity (as defined in the DIP Credit Agreement) ranging from $100 million to $250 million depending on
the applicable period.
The Borrowers drew approximately $400 million in term loans under the DIP Credit Agreement on January 20, 2012 and issued approximately $102
million of letters of credit under the revolving credit facility. After the initial drawdown under the DIP Credit Agreement and based on the current
borrowing base calculation, as of January 20, 2012, the Borrowers had approximately $98 million available under the revolving credit facility and $300
million committed under the term loan facility. Availability under the DIP Credit Agreement may be further subject to borrowing base availability, reserves
and other limitations, and in the case of the additional term loans the entry of a final order by the Bankruptcy Court approving incurrence of the additional
term loans.
The Company paid approximately $36 million to the Agent for arrangement, incentive, and customary agency administration fees in connection with the
DIP Credit Agreement and will pay to the Lenders participation fees and an unused amount fee and commitment fee as set forth in the DIP Credit
Agreement.
In connection with entering into the DIP Credit Agreement described above, on January 20, 2012, the Company repaid all obligations (other than
reimbursement obligations in respect of undrawn amounts, fees and interest in respect of certain letters of credit and secured agreements that remain
outstanding) and terminated all commitments under the Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”), dated as of
April 26, 2011. In addition, the Company obtained the release of the liens granted to the agents for the benefit of the secured parties in connection with the
Prior Credit Agreement.
NOTE 10: OTHER LONG-TERM LIABILITIES
The Other component above consists of other miscellaneous long-term liabilities that, individually, were less than 5% of the total liabilities component
in the accompanying Consolidated Statement of Financial Position, and therefore, have been aggregated in accordance with Regulation S-X.
As of December 31,
(in millions)
2011
2010
Non
-
current tax
-
related liabilities
$
57
$
160
Environmental liabilities
96
103
Asset retirement obligations
66
57
Other
243
305
Total
$
462
$
625
79