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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) ) ) ) ) ) ) Chapter 11 Case No. 12-10202 (ALG) (Jointly Administered)

In re: EASTMAN KODAK COMPANY, et al.,1 Debtors.

ORDER GRANTING THE DEBTORS FIRST OMNIBUS MOTION AUTHORIZING REJECTION OF VARIOUS EXECUTORY CONTRACTS Upon the motion (the Motion)2 of Eastman Kodak Company, on behalf of itself and its affiliated debtors and debtors in possession in these chapter 11 cases (collectively, the Debtors), for entry of an order authorizing the Debtors to (a) reject the Contracts, together with any agreements related thereto, effective as of the date hereof, and (b) take such actions as may be necessary to implement and effectuate the rejection of the Contracts; and it appearing that this Court has jurisdiction to consider the Motion pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of these chapter 11 cases and the Motion in this district is proper pursuant to 28 U.S.C. 1408 and 1409; and it appearing that this matter is a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and it appearing that proper and adequate notice of the Motion has been given and that no other or further notice is necessary; and after due deliberation thereon; and good and
1

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. All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Motion.

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sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED as set forth herein. Each of the Contracts listed on Exhibit 1 attached hereto is an executory

contract or unexpired lease of non-residential real property capable of being rejected under section 365 of the Bankruptcy Code. 3. Pursuant to section 365 of the Bankruptcy Code and Bankruptcy Rule

6006, the Contracts set forth on Exhibit 1 attached hereto are hereby rejected effective as of the date set forth in the column labeled Rejection Date. 4. The Counterparty shall have until the date fixed by this Court in these

chapter 11 cases pursuant to Bankruptcy Rule 3003(c)(3) to file any and all claims for damages arising from the Debtors rejection of the Contracts. 5. Nothing in this Order shall impair, prejudice, waive or otherwise affect

any rights of the Debtors and their estates to assert that any claims for damages arising from the Debtors rejection of the Contracts is limited to any remedies available under any applicable termination provisions of such Contracts, or that any such claims are obligations of a third party, and not those of the Debtors or their estates. 6. The Debtors are authorized and empowered to take all actions necessary to

implement the relief granted in this Order. 7. 8. 9. The requirements set forth in Local Rule 9013-1(b) are satisfied. The requirements set forth in Bankruptcy Rule 6004(a) are satisfied. This Order is immediately effective and enforceable, notwithstanding the

possible applicability of Bankruptcy Rule 6004(h) or otherwise.

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10. satisfied. 11.

The requirements set forth in Bankruptcy Rules 6006 and 9014 are

This Court retains jurisdiction with respect to all matters arising from or

related to the enforcement of this Order. New York, New York Date: _____________, 2012

Allan L. Gropper United States Bankruptcy Judge

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EXHIBIT 1 Contracts

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Counterparty Aperian Global, Inc. 394 Pacific Ave. Suite 310 San Francisco, CA 94111 BBH, Inc. 760 South Wolf Road Wheeling, IL 60090 Attention: Officer, Managing Agent, or General Agent Clear Channel Spectacolor, LLC 1501 Broadway New York, NY 10036 Attn: VP Business Affairs Fax: 212-221-7051 and Cohen & Perfetto LLP 444 Madison Avenue 5th Floor New York, NY 10022 Attn: Marshall J. Cohen, Esq. Fax: 212-813-0767

Contract GlobeSmart Enterprise End User Site License & Services Agreement (v4.1.1), dated as of 1/1/2/11

Rejection Date February 28, 2012

Sublease Agreement dated September 1, 2009 for premises located at 770 Acco Plaza Drive, Wheeling, Illinois, and any other amendments or restatements of the same License Agreement dated May 2, 1985, Restated License Agreement dated November 12, 2009, and any other amendments or restatements of the same

February 28, 2012

February 28, 2012

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Counterparty Clear Channel Spectacolor, LLC 1501 Broadway New York, NY 10036 Attn: VP Business Affairs Fax: 212-221-7051 and Cohen & Perfetto LLP 444 Madison Avenue 5th Floor New York, NY 10022 Attn: Marshall J. Cohen, Esq. Fax: 212-813-0767 Clear Channel Spectacolor, LLC 1501 Broadway New York, NY 10036 Attn: VP Business Affairs Fax: 212-221-7051 and Cohen & Perfetto LLP 444 Madison Avenue 5th Floor New York, NY 10022 Attn: Marshall J. Cohen, Esq. Fax: 212-813-0767

Contract Second Construction Agreement dated August 17, 2009, and any previous versions, other amendments, or restatements of the same

Rejection Date February 28, 2012

Restated Maintenance/Operations Agreement dated December 12, 2009, and any previous versions, other amendments, or restatements of the same

February 28, 2012

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Counterparty Learning Care Group, Inc. 21333 Haggerty Rd. Suite 300 Novi, MI 48375 Attn: Mark Hudson PGA Tour, Inc. Attention: General Counsel 100 PGA Tour Boulevard Ponte Vedra Beach, FL 32082 PGA Tour, Inc. Attention: General Counsel 100 PGA Tour Boulevard Ponte Vedra Beach, FL 32082 and The Century Club of San Diego, Inc. 6155 Cornerstone Court East # 100 San Diego, CA 92121 Thomson Reuters (Markets) LLC 3 Times Square New York, NY 10036

Contract Backup Child Care Services Agreement, Dated 9/1/11

Rejection Date February 28, 2012

Binding Letter of Agreement by and among PGA Tour, Inc. and Eastman Kodak Company, dated December 14, 2011, and any other amendments or restatements of the same (including but not limited to Letter of Agreement dated December 5, 2007, as amended January 14, 2009) Three Party Agreement dated January 17, 2012

February 28, 2012

February 28, 2012

Client Agreement No. 00007476.0, dated 12/29/2010

February 28, 2012