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Hearing Date: March 20, 2012 at 11:00 a.m. (Eastern Time) Objection Deadline: March 13, 2012 at 4:00 p.m. (Eastern Time)

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Andrew G. Dietderich John J. Jerome Michael H. Torkin Mark U. Schneiderman SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Pauline K. Morgan Joseph M. Barry YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212) 332-8840 Facsimile: (212) 332-8855 Counsel to the Debtors and Debtors in Possession1

In re: EASTMAN KODAK COMPANY, et al.,2 Debtors.

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Chapter 11 Case No. 12-10202 (ALG) (Jointly Administered)

DEBTORS FIRST OMNIBUS MOTION FOR AN ORDER AUTHORIZING REJECTION OF VARIOUS EXECUTORY CONTRACTS [PARTIES RECEIVING THIS OMNIBUS MOTION SHOULD LOCATE THEIR NAMES AND THEIR CONTRACTS IN THE ATTACHED EXHIBIT A] Eastman Kodak Company (Kodak) and certain of its affiliates, as debtors and debtors in possession (collectively, the Debtors), file this motion (the Motion) for entry of an order, substantially in the form attached hereto as Exhibit A, authorizing the Debtors to (a)

All parties in interest with inquiries regarding this Motion should direct such inquiries to Young Conaway Stargatt & Taylor, LLP. The Debtors in these chapter 11 cases, along with the last four digits of each Debtors 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 Debtors corporate headquarters is: 343 State Street, Rochester, NY 14650.

01: 11806478.3

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reject those certain executory contracts set forth on Exhibit 1 annexed to the proposed order (collectively, the Contracts), effective as of the date of the filing of this Motion (or as otherwise set forth in the proposed order) and (b) take such actions as may be necessary to implement and effectuate the rejection of the Contracts. In support of the Motion, the Debtors respectfully state as follows: Background 1. On January 19, 2012 (the Petition Date), each of the Debtors filed

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their business and managing their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. These chapter 11 cases are being jointly administered. 2. On January 25, 2012, the Office of the United States Trustee for the

Southern District of New York (the U.S. Trustee) appointed an official committee of unsecured creditors (the Committee) pursuant to section 1102 of the Bankruptcy Code [Docket No. 115]. 3. Founded in 1880 and long one of the worlds leading material science

companies, the Debtors and their non-Debtor affiliates operate an integrated global business involving a diverse collection of mature and growth businesses and an array of valuable intellectual property. In order to address a shortfall in liquidity in the United States, monetize non-strategic intellectual property, fairly resolve legacy liabilities and focus on their most valuable business lines, the Debtors commenced these chapter 11 cases. 4. Additional factual background relating to the Debtors businesses and the

commencement of these chapter 11 cases is set forth in detail in the Declaration of Antoinette P.

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McCorvey Pursuant to Rule 1007-2 of the Local Bankruptcy Rules for the Southern District of New York in Support of First Day Pleadings dated January 18, 2012 [Docket No. 2]. Facts Specific to the Relief Requested 5. As part of the reorganization process, the Debtors are reviewing and

analyzing the various contracts and leases to which they are parties. Based upon this analysis, the Debtors have determined, in the sound exercise of their business judgment, that rejection of the Contracts would benefit the Debtors estates in that the Debtors would avoid the accrual of any ongoing monthly rental and other obligations, for goods and/or services provided under the Contracts that are not needed by the estates. Jurisdiction 6. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

157 and 1334. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. 157(b). The statutory predicates for the relief requested herein are sections 105(a) and 365 of the Bankruptcy Code, rule 6006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and rule 9013-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules). Relief Requested 7. By this Motion, the Debtors request entry of an order authorizing the

Debtors to (a) reject the Contracts effective as of the date hereof, and (b) take such actions as may be necessary to implement and effectuate the rejection of the Contracts.3

The Debtors and their estates reserve any and all rights to assert that the Contracts are not executory contracts, and nothing included in, or omitted from, this Motion shall impair, prejudice, waive or otherwise affect such rights.

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Basis for Relief A. Rejection of the Contracts Reflects the Debtors Sound Business Judgment 8. Section 365(a) of the Bankruptcy Code provides that a debtor in

possession subject to the courts approval, may . . . reject any executory contract or unexpired lease of the debtor. 11 U.S.C. 365(a). This provision allows a trustee to relieve the bankruptcy estate of burdensome agreements which have not been completely performed. Stewart Title Guar. Co. v. Old Republic Natl Title Ins. Co., 83 F.3d 735, 741 (5th Cir. 1996) (citing In re Murexco Petroleum, Inc., 15 F.3d 60, 62 (5th Cir. 1994)). 9. The Debtors rejection of an executory contract or unexpired lease is

governed by the business judgment standard. See In re Orion Pictures Corp., 4 F.3d 1095, 1098-99 (2d Cir. 1993); In re Enron Corp., 2006 WL 898033, at *4 (Bankr. S.D.N.Y. Mar. 24, 2006) (In determining whether to approve a [debtors] decision to reject such lease or contract, a court applies the business judgment test which is met if the rejection is beneficial to the estate.), citing Nostas Assocs. v. Costich (In re Klein Sleep Products, Inc.), 78 F.3d 18, 25 (2d Cir. 1996); In re Ames Dept Stores, Inc., 306 B.R. 43, 51 (Bankr. S.D.N.Y. 2004); see also NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523 (1984) (recognizing the business judgment standard used to approve rejection of executory contracts). The business judgment standard requires a court to approve a debtors business decision unless that decision is the product of bad faith, whim or caprice. See Westbury Real Estate Ventures v. Bradlees, Inc. (In re Bradlees Stores, Inc.), 194 B.R. 555, 558 n.1 (Bankr. S.D.N.Y. 1996), appeal dismissed, 210 B.R. 506 (S.D.N.Y. 1997). 10. Rejection of an executory contract or an unexpired lease is

appropriate where such rejection would benefit the estate. See Orion Pictures Corp., 4 F.3d at 1098-99; In re Stable Mews Assocs., Inc., 41 B.R. 594, 596 (Bankr. S.D.N.Y. 1984). Upon 4

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finding that a debtor exercised its sound business judgment in determining that rejection of certain contracts or leases is in the best interests of its creditors and all parties in interest, a court should approve the rejection under section 365(a) of the Bankruptcy Code. See In re Summit Land Co., 13 B.R. 310, 315 (Bankr. D. Utah 1981) (holding that absent extraordinary circumstances, court approval of a debtors decision to assume or reject an executory contract should be granted as a matter of course). 11. The Debtors believe that rejection of the Contracts effective as of the date

hereof is well within the Debtors business judgment, in furtherance of their efforts to preserve and maximize estate value, and in the best interests of their estates and creditors. The Contracts are not necessary for the Debtors reorganization process. Further, the Contracts are not a source of potential value for the estates or creditors, as the Debtors also believe that any continued expense in maintaining the Contracts and attempting to market the Contracts would likely outweigh, if not eclipse, any benefit in attempting to identify a potential acquirer of the Contracts, and these continuing expenses would unnecessarily deplete assets of their estates to the detriment of their creditors. Accordingly, the decision to reject the Contracts is a proper exercise of the Debtors business judgment, and rejection of the Contracts should therefore be approved pursuant to section 365(a) of the Bankruptcy Code. B. Deeming the Contracts Rejected Effective as of the Date Hereof Is Appropriate. 12. The Debtors also respectfully submit that it is appropriate for the Court

to deem the Contracts rejected effective as of the date hereof. 13. While section 365 of the Bankruptcy Code does not specifically address

whether the Court may order rejection to be effective retroactively, many courts have held that bankruptcy courts may, in their discretion, authorize rejection retroactive to a date prior to entry of the order authorizing such rejection. See, e.g., Constant Ltd. Pship v. Jamesway Corp. (In 5

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re Jamesway Corp.), 179 B.R. 33, 36-37 (S.D.N.Y. 1995) (stating that section 365 does not include restrictions as to the manner in which the court can approve rejection); TW, Inc., v. Angelastro (In re TW, Inc.), 2004 U.S. Dist. Lexis 671, at *5 (D. Del. Jan. 14, 2004) (quoting In re Thinking Machs., Corp., 67 F.3d 1021, 1028 (1st. Cir. 1995) (bankruptcy courts may enter retroactive orders of approval, and should do so when the balance of equities preponderates in favor of such remediation); BP Energy Co. v. Bethlehem Steel Corp., 2002 WL 31548723, at *3 (S.D.N.Y. Nov. 15, 2002) (We cannot conclude . . . that a bankruptcy courts assignment of a retroactive rejection date falls outside of its authority when the balance of the equities favors this solution.); see also In re At Home Corp., 392 F.3d 1064, 1065-66 (9th Cir. 2004) (affirming bankruptcy courts approval of retroactive rejection), cert. denied sub nom. Pac. Shores Dev., LLC v. At Home Corp., 546 U.S. 814 (2005); In re CCI Wireless, LLC, 297 B.R. 133, 140 (D. Colo. 2003) (holding that because section 365 does not, as a matter of law, prohibit selection of a retroactive date for rejection, the bankruptcy court has authority under section 365(d)(3) to set the effective date of rejection at least as early as the filing date of the motion to reject.). 14. The facts in these chapter 11 cases and the balance of the equities favor

the relief requested herein. Without a retroactive date of rejection, the Debtors will be potentially forced to incur unnecessary administrative charges for Contracts under which the benefits to the estates provided by the Contracts are exceeded by the costs associated therewith. Moreover, the counterparties to the Contracts will not be unduly prejudiced if the rejection of the Contracts is deemed effective as of the date hereof because the counterparties will have either already received notice of the Debtors rejection and have had sufficient opportunity to act accordingly, or at minimum, all counterparties will receive notice of this Motion via overnight

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delivery (and, if practicable, by electronic mail). Upon receipt of notice to the counterparties of this Motion, the counterparties are thereby relieved of their own obligations under the Contracts, allowing them to cease performance and retain any rights or property they may have provided to the Debtors under the Contracts. Any postponement of the effective date of rejection of the Contracts may potentially cause the Debtors to incur unnecessary administrative expenses under the Contracts without providing accompanying tangible benefits to the Debtors estates. 15. Courts in this district have previously granted relief similar to that

requested herein. See, e.g., In re AMR Corporation, Case No. 11-15463 (Bankr. S.D.N.Y. Dec. 22, 2011) (order authorizing retroactive rejection of unexpired leases); In re The Great Atl. & Pac. Tea Co., Case No. 10-24549 (Bankr. S.D.N.Y. May 2, 2011) (same); In re BB Liquidating Inc. (f/k/a Blockbuster Inc.), Case No. 10-14997 (Bankr. S.D.N.Y. Oct. 21, 2010) (same); In re The Readers Digest Assn, Inc., Case No. 09-14326 (Bankr. S.D.N.Y. Sep. 17, 2009) (same). The Debtors submit that the present circumstances warrant similar relief in these chapter 11 cases. Notice 16. Notice of this Motion shall be provided to: (a) the Office of the United

States Trustee for the Southern District of New York; (b) Milbank, Tweed, Hadley & McCloy LLP, counsel to the Committee; (c) U.S. Bank, National Association, as indenture trustee; (d) Wilmington Trust, National Association, as indenture trustee; (e) the Securities and Exchange Commission; (f) the Internal Revenue Service; (g) Davis Polk & Wardwell LLP, counsel to Citicorp North America, Inc., as agent for the Debtors postpetition secured lenders; (h) the Environmental Protection Agency; (i) Akin Gump Strauss Hauer & Feld LLP, counsel to the Ad Hoc Committee of Second Lien Noteholders; (j) all parties requesting notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002 and (k) the counterparties to the Contracts or their 7

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counsel, if known. The Debtors respectfully submit that further notice of this Motion is neither required nor necessary. No Prior Request 17. any other Court. WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that the Court (a) enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and (b) grant such other and further relief as is just and proper. No prior motion for the relief requested herein has been made to this or

Dated: February 28, 2012 New York, New York

/s/ Pauline K. Morgan Pauline K. Morgan Joseph M. Barry YOUNG CONAWAY STARGATT & TAYLOR, LLP 1270 Avenue of the Americas Suite 2210 New York, New York 10020 Telephone: (212) 332-8840 Facsimile: (212) 332-8855 - and Andrew G. Dietderich John J. Jerome Michael H. Torkin Mark U. Schneiderman SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 Counsel to the Debtors and Debtors in Possession