EASTMAN KODAK COMPANY 343 State Street Rochester, New York 14650 Notice of Redemption of 3.375% Convertible Senior Notes due 2033 CUSIP Numbers 277461BE8* and 2774618X0* Pursuant to Sections 1101 and 1104 of the Indenture (the Base Indenture ), dated as of January 1, 1988 (as supplemented from time to time, the Indenture ), and Sections 3.01 and 3.04 of the Fifth Supplemental Indenture (the Fifth Supplemental Indenture ), dated as of October 10, 2003, each between Eastman Kodak Company (the Company ) and The Bank of New York Mellon, successor to The Bank of New York, as Trustee (the Trustee ), Paying Agent and Conversion Agent, notice is hereby given that, subject to the terms of the Indenture, the Company is electing to redeem all outstanding 3.375% Convertible Senior Notes due 2033 (the Notes ) at the Redemption Price (defined below) on the Redemption Date (defined below) on the terms set forth below. Capitalized terms used but not defined in this Notice of Redemption have the meaning specified in the Indenture. Redemption Date: October 15, 2010 Redemption Price: $1,016.88 per $1,000 in principal amount, consisting of $1,000 in principal amount plus $16.88 in accrued and unpaid interest to, but excluding, October 15, 2010 Redemption Conversion Rate: 32.2373 common shares of the Company per $1,000 principal amount of the Notes. In accordance with the Indenture, in order to collect the Redemption Price, a Holder must surrender the Notes to The Bank of New York Mellon, as Paying Agent at the following address : Bank of New York Corporation Corporate Trust Operations 101 Barclay Street - 7 East New York, NY 10286 Attn: Mr. Randolph Holder To facilitate prompt payment, the Notes should be surrendered as soon as possible to the Paying Agent. If the Notes are mailed, the use of registered certified mail, properly insured is recommended. SECURITIES HELD IN BOOK-ENTRY FORM WILL BE REDEEMED IN ACCORDANCE WITH THE PROCEDURES OF THE DEPOSITORY TRUST CORPORATION. The Redemption Price will be paid promptly following the later of the Redemption Date and the time of surrender of the Notes to the Paying Agent. On the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed and interest thereon will cease to accrue on and after said date.
Conversion Right of Holders Holders of the Notes also have the right to convert their Notes at any time prior to the close of business on October 14, 2010 (the Conversion Deadline Date ). Each $1,000 Principal Amount of the Notes is convertible into 32.2373 common shares of the Company, subject to adjustment under certain circumstances as set forth in the Indenture. On September 14, 2010, the closing price of the common shares of the Company, as reported on the New York Stock Exchange, was $3.85. Based on this price, the aggregate market price of the shares into which $1,000 principal amount at Maturity of the Notes was convertible on such date would have been $124.11. The foregoing amounts are provided by way of example only and Holders should review current pricing information for the common shares of the Company before making any decision regarding the conversion of their Notes before the Redemption Date. Holders who wish to convert Notes must comply with the procedures in paragraph 8 of the Notes in order to effect the conversion of the Notes. Put Right The Bank of New York Mellon, as Conversion Agent can be contacted at: Bank of New York Corporation Corporate Trust Operations 101 Barclay Street - 7 East New York, NY 10286 Attn: Mr. Randolph Holder The Indenture provides the Holders with a right to require the Company to purchase their Notes on certain dates, the first of which is the same date the Company has designated as the Redemption Date. The redemption described above entitles the Holders to receive the same price for their Notes, on the same date, as they would receive if they exercised this put right. Holders Notes will be redeemed on October 15, 2010 whether or not Holders avail themselves of this put right. Therefore, no additional actions are necessary by Holders pursuant to this put right to have their Notes purchased on October 15, 2010. Nevertheless, the Company has provided certain information in respect of this put right in Annex A hereto in order to comply with the terms of the Indenture that require that the Company provide this information to Holders. Taxpayer Information The Paying Agent has notified the Company that the Paying Agent may be obligated to withhold a percentage (currently 28%) of the redemption proceeds from any Holder who has failed to furnish the Paying Agent with a valid taxpayer identification number or a certification that such Holder is not subject to backup withholding. Holders who wish to avoid such withholding should submit a completed IRS Form W-9 when presenting their Notes. If you have any questions concerning the foregoing, please contact R. Stan Holland, Assistant Treasurer at (585) 724-5179 or via mail c/o Eastman Kodak Company, 343 State Street, Rochester, NY 14650.
*The Trustee shall not be held responsible for the selection or use of the CUSIP numbers, nor is any representation made as to their correctness indicated in this Notice of Redemption. The CUSIP numbers are included solely for the convenience of the Holders.
Purchase of Notes by the Company at the Option of the Holder Annex A Purchase Date: October 15, 2010 Purchase Price: $1,016.88 per $1,000 in principal amount, consisting of $1,000 in principal amount plus $16.88 in accrued and unpaid interest to, but excluding, October 15, 2010 Conversion Rate: 32.2373 common shares of the Company per $1,000 principal amount of the Notes. Holders have the right to require the Company to purchase their Notes at the Purchase Price on the Purchase Date by delivering a written notice of purchase in the form of Exhibit I hereto (a Purchase Notice ) at any time from the opening of business on September 17 until the close of business on October 14, complying with appropriate Depositary procedures and stating (i) the portion of the principal amount of the Notes which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof and (ii) that such Notes shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Notes and in the Fifth Supplemental Indenture. In accordance with the Indenture, in order to collect the Purchase Price, a Holder must surrender the Notes to the Paying Agent. This surrender may be effected by book-entry transfer prior to, on or after the Purchase Date. The Purchase Price will be paid only if the Notes transferred to the Paying Agent conform in all respects to the description thereof in the related Purchase Notice. The Purchase Price for any Notes as to which a Purchase Notice has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or the time of bookentry transfer of such Notes. Notes as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of the Indenture. Unless the Company defaults in making payment of the Purchase Price on Notes covered by a Purchase Notice, interest (including Additional Amounts, if any) will cease to accrue on and after the Purchase Date. Any Holder who delivers a Purchase Notice to the Paying Agent has the right to withdraw the Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the office of the Paying Agent prior to 5:00 p.m. New York City time on October 14, 2010, complying with appropriate Depositary procedures and specifying (i) the principal amount of the Notes with respect to which the notice of withdrawal is being submitted and (ii) the principal amount, if any, of such Notes which remains subject to the original Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company.
Exhibit I Form of Purchase Notice To: Eastman Kodak Company The undersigned registered holder of this Note hereby acknowledges receipt of a notice from Eastman Kodak Company (the "Company") as to the holder's option to require the Company to repurchase this Note and requests and instructs the Company to repurchase this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, in accordance with the terms of the Supplemental Indenture referred to in this Note and directs that the check of the Company in payment for this Note or the portion thereof and any Notes representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Note not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if Notes are to be delivered other than to or in the name of the registered holder. Signature Guarantee Fill in for registration of Notes if to be issued other than to and in the name of registered holder: (Name) (Street Address) (City, state and zip code) Please print name and address Principal Amount to be purchased (if less than all): $,000 Social Security or Other Taxpayer Number