Pg 1 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: EASTMAN KODAK COMPANY, et al., 2 Reorganized Debtors. Chapter 11 Case No. 12-10202 (ALG (Jointly Administered STIPULATION AND ORDER BY AND AMONG EASTMAN KODAK COMPANY, CERTAIN OF ITS REORGANIZED DEBTOR AFFILIATES AND ELEANOR, JOHN, AND WILLIAM RODMAN, INDIVIDUALLY AND AS TRUSTEES OF THE JOHN RODMAN TRUST This stipulation and agreed order (the Stipulation and Order is entered into by and among Eastman Kodak Company ( Kodak, Creo Manufacturing America LLC ( Creo and NPEC Inc. ( NPEC, as reorganized debtors (collectively with their affiliated reorganized debtors, the Debtors or the Reorganized Debtors, as applicable, and Eleanor, John, and William Rodman, individually and as trustees of the John F. Rodman Trust (the Rodman Claimants and, together with Kodak, Creo, and NPEC, the Parties or each a Party, by and through their respective undersigned counsel. RECITALS WHEREAS, the Rodman Claimants own a tract of real estate (the Rodman Property adjacent to property, including a manufacturing facility, owned by NPEC in Middleway, West Virginia (the NPEC Property ; 2 The Reorganized Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Eastman Kodak Company (7150; Creo Manufacturing America LLC (4412; Eastman Kodak International Capital Company, Inc. (2341; Far East Development Ltd. (2300; FPC Inc. (9183; Kodak (Near East, Inc. (7936; Kodak Americas, Ltd. (6256; Kodak Aviation Leasing LLC (5224; Kodak Imaging Network, Inc. (4107; Kodak Philippines, Ltd. (7862; Kodak Portuguesa Limited (9171; Kodak Realty, Inc. (2045; Laser-Pacific Media Corporation (4617; NPEC Inc. (5677; Pakon, Inc. (3462; and Qualex Inc. (6019. The location of the Reorganized Debtors corporate headquarters is 343 State Street, Rochester, NY 14650.
Pg 2 of 7 WHEREAS, on December 30, 2011, the Rodman Claimants commenced a lawsuit against, among other defendants, Kodak, Creo, and NPEC in the Circuit Court of Jefferson County, West Virginia, captioned Rodman, et al. v. Southern Lithoplate, Inc., et al., No. 11-C-499 (the State Litigation. The Rodman Claimants have subsequently amended the complaint in the State Litigation to omit Kodak, Creo, and NPEC from the State Litigation; WHEREAS, on January 19, 2012, each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101, et seq. (the Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court. These chapter 11 cases have been and continue to be jointly administered under Case No. 12-10202 (ALG; WHEREAS, on July 16, 2012, the Rodman Claimants filed a proof of claim against Kodak, assigned Claim No. 5095 (the Rodman Claim, asserting damages to the Rodman Property in the amount of $1,300,000.00 resulting from alleged environmental liabilities related to the Debtors operation of the manufacturing facility on the NPEC Property; 3 WHEREAS, on February 15, 2013, the Debtors filed the Debtors Seventeenth Omnibus Objection to Claims [Docket No. 3099] (the Objection, seeking, among other things, to amend the amount of the Rodman Claim from $1,300,000.00 to $40,000.00; WHEREAS, on March 20, 2013, the Bankruptcy Court entered the Order Sustaining, in Part, Debtors Seventeenth Omnibus Objection to Claims [Docket No. 3364] (the 3 The Rodman Claimants also filed proofs of claim against NPEC and Creo (Claim Nos. 4971 and 5082, respectively asserting the same damages as the Rodman Claim. Those claims were expunged on November 14, 2012. (Order Sustaining, in Part, Debtors Fourth Omnibus Objection to Claims [Docket No. 2381]. -2-
Pg 3 of 7 Claim Amendment Order, sustaining, among other things, the amendment of the Rodman Claim amount from $1,300,000.00 to $40,000.00; WHEREAS, on August 7, 2013, the Rodman Claimants filed the Motion to Reconsider or Vacate Order Sustaining, in Part, Debtors Seventeenth Omnibus Objection to Claims (Dkt. 3364 as to Claim # 5095 (Rodman Claim [Docket No. 4664] (the Rodman Motion, seeking reconsideration or vacatur of the Claim Amendment Order as to the Rodman Claim on the ground that the Debtors failed to provide adequate notice of the Objection to the Rodman Claimants; WHEREAS, the Bankruptcy Court approved the First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and Its Debtor Affiliates [Docket No. 4073], as amended (the Plan, at a confirmation hearing on August 20, 2013, and entered the Findings of Fact, Conclusions of Law and Order Confirming the First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code on August 23, 2013 [Docket No. 4966]. The Debtors emerged from chapter 11 bankruptcy on September 3, 2013 [Docket No. 5239]; WHEREAS, the Rodman Claimants have considered the limited recovery expected from the distribution of the Debtors assets in satisfaction of allowed class 4 general unsecured claims pursuant to the Plan, including the Rodman Claim in particular, and the costs and risks of pursuing the Rodman Motion or any other action in the Bankruptcy Court to seek allowance of the Rodman Claim in an amount greater than provided for by the Claim Amendment Order (the Considerations ; WHEREAS, in light of the Considerations, the Rodman Claimants have determined that it is not reasonable for them to prosecute the Rodman Motion or otherwise to -3-
Pg 4 of 7 contest the amount of the Rodman Claim against Kodak or any of the Debtors and thus prefer to resolve the Rodman Motion by settlement rather than seek the Bankruptcy Court s intervention; WHEREAS, in connection with the environmental investigation, remediation and monitoring activities being conducted by NPEC at the NPEC Property as part of the West Virginia Department of Environmental Protection Voluntary Remediation Program, NPEC has requested, and the Rodman Claimants have granted, access to the Rodman Property to conduct certain environmental studies pursuant to the terms set forth in the Site Access Agreement, dated November 6, 2013, executed by and between NPEC and the John F. Rodman Trust concurrently herewith (the Site Access Agreement ; NOW THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the Parties stipulate and agree as follows: 1. This Stipulation and Order shall become effective upon entry by the Bankruptcy Court. 2. Pursuant to sections 105 and 502(j of the Bankruptcy Code, Rule 3008 of the Federal Rules of Bankruptcy Procedure, and Rule 3008-1 of the Local Rules for the Bankruptcy Court, the Claim Amendment Order is hereby vacated only with respect to the Rodman Claim. 3. The Rodman Claim is hereby deemed an allowed class 4 general unsecured claim in the amount of $40,000.00. 4. The Rodman Motion is hereby deemed withdrawn with prejudice. 5. Except as otherwise provided herein or in the Site Access Agreement, the Rodman Claimants hereby release and discharge Kodak, Creo, NPEC, and all other Debtors and Reorganized Debtors, and their officers, directors, employees (including former employees to the -4-
Pg 5 of 7 extent that their conduct occurred within the scope of their employment and agents to the extent that their conduct occurred within the scope of an agency relationship, attorneys and stockholders (collectively, the Released Parties from all known and unknown claims, liabilities, obligations, damages, actions, causes of action, suits, costs, and losses, including, but not limited to, any of those asserted in the State Litigation, which the Rodman Claimants have, or may have had, against the Released Parties for any acts or omissions related to or arising from the NPEC Property and/or NPEC s use thereof. For the avoidance of doubt it is understood and agreed that Southern Lithoplate Inc., Spectratech International Inc., Imation Corp., Imation Enterprises Corp. and 3M Company are not Released Parties. For the avoidance of doubt, Sam Adams is only released to the extent that his conduct at issue occurred within the scope of his employment by Kodak, Creo and/or NPEC and furthermore the Released Parties are not released from any new occurrences that happen subsequent to this settlement that are unrelated to the subject matter of this release. 6. The Rodman Claimants expressly reserve all rights to assert any claims against any party other than the Released Parties. 7. This Stipulation and Order is entered into in order to resolve, settle and compromise the Rodman Claim and the Rodman Motion, and to avoid the cost, expense and effort of litigation associated with such, and shall not be construed as an admission of liability of [intentionally left blank] -5-
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Pg 7 of 7 IT IS SO ORDERED. Dated: November 19, 2013 New York, New York The Honorable Allan L. Gropper United States Bankruptcy Judge -7-