Pg 1 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x In re: : Chapter 11 : EASTMAN KODAK COMPANY, et al. 1 : Case No. 12-10202 (ALG) : Debtors. : (Jointly Administered) ---------------------------------------------------------------x ORDER AUTHORIZING RETENTION OF GLOBAL IP LAW GROUP, L.L.C. AS INTELLECTUAL PROPERTY CONSULTANTS TO THE COMMITTEE, EFFECTIVE AS OF FEBRUARY 1, 2012 Upon the application ( Application ) 2 of the Official Committee of Unsecured Creditors (the Committee ) and certain of its affiliated debtors and debtors in possession (collectively, the Debtors ) in these chapter 11 cases (the Chapter 11 Cases ) for the entry of an order authorizing and approving the Committee s retention of Global IP Law Group, L.L.C. ( Global IP ) as intellectual property consultants to the Committee, effective as of February 1, 2012 pursuant to sections 328 and 1103(a) of title 11 of the United States Code, 11 U.S.C. 101 1532 (as amended, the Bankruptcy Code ), Rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), pursuant to the terms of that certain retention agreement between the Committee and Global IP, dated as of February 1, 2012 (the Retention Agreement ); and upon consideration of the Declaration of Steven Steger, dated March 30, 2012 (the Steger Declaration ) filed in support of the Application; and it appearing 1 2 The 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 Debtors corporate headquarters is: 343 State Street, Rochester, NY 14650. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Application.
Pg 2 of 5 that this Court has jurisdiction to consider the Application pursuant to 28 U.S.C. 157 and 1334; and it appearing that venue of the above-captioned matter and this Application 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 Application is in the best interest of the Committee and all other interested parties to the abovecaptioned matter; and it appearing that proper and adequate notice of the Application has been given and no other or further notice need be provided; and the Court having reviewed the Application; and the Court having determined that the legal and factual bases set forth in the Application establish just cause for the relief granted herein and that Global IP represents no interest adverse to the Committee or the Debtors estates or to any class of creditors or equity security holders in the matters upon which Global IP is to be engaged and Global IP is disinterested within the meaning of 11 U.S.C. 101(14); and upon all of the proceedings had before the Court, and after due deliberation and sufficient cause appearing therefor, it is hereby: 1. ORDERED that the Application is granted to the extent provided herein; and it is further 2. ORDERED that in accordance with sections 328(a) and 1103 of the Bankruptcy Code, the Committee is authorized to employ and retain Global IP as its intellectual property consultants in the Chapter 11 Cases in accordance with the terms set forth in the Application and the Retention Agreement, as modified herein, effective nunc pro tunc to February 1, 2012; and it is further 3. ORDERED, that such other services as may be requested by the Committee and agreed to by Global IP shall be subject to separate approval by Court order; and it is further 2
Pg 3 of 5 4. ORDERED that Global IP shall coordinate its services to the Committee with those of Alvarez & Marsal North America, LLC, Jefferies & Company, Inc. and any other professionals retained by the Committee to minimize any potential duplication in the services provided and any potential burden on the Debtors and their professionals; and it is further 5. ORDERED that Global IP shall be deemed a Professional under the Interim Compensation Order and shall be compensated for fees and reimbursed for out-of-pocket expenses in accordance with the terms of the Application and/or Retention Agreement, as modified herein, and all fees and out-of-pocket expense reimbursements to be paid to Global IP, including without limitation the Monthly Fees, the Transaction Fee and, any hourly fees (if Global IP s billed hours exceed 3000 hours during the term of this engagement or 2,500 hours in 2012), shall be subject to section 328(a) of the Bankruptcy Code, except as set forth herein; and it is further 6. ORDERED that notwithstanding anything to the contrary contained herein or in the Application and/or Retention Agreement, Global IP shall file fee interim and final fee applications for allowance of compensation and reimbursement of out-of-pocket expenses pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Order Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals, dated December 21, 2010 (General Order M-412), the Amended Guidelines for Fees and Disbursements for Professionals in the Southern District of New York, dated November 25, 2009 (General Order M-389) (the Amended Guidelines ), the United States Trustee Fee Guidelines effective January 30, 1996 (the UST Guidelines ), and any other applicable orders of this Court; and it is further 3
Pg 4 of 5 7. ORDERED that notwithstanding anything to the contrary in the Application, the Retention Agreement, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Amended Guidelines, the UST Guidelines, the Interim Compensation Order, or any other applicable orders of this Court, all Global IP personnel who provide services to or on behalf of the Committee, with the exception of clerical staff, shall keep contemporaneous records of the services they have performed in one-half hour increments during the initial term of this engagement. Should Global IP s billed hours exceed 3000 hours during the term of this engagement or 2,500 hours in 2012, Global IP will shift its billing to an hourly structure, as set forth in the Application and Global IP will keep contemporaneous time records in one-tenth of an hour increments; and it is further 8. ORDERED that the United States Trustee retains all rights to respond or object to Global IP s interim and final applications for compensation (including without limitation the Monthly Fee, the Transaction Fee and any hourly fees) and reimbursement of out-of-pocket expenses based on the reasonableness standard provided for in section 330 of the Bankruptcy Code, and this Court retains jurisdiction to consider the United States Trustee s response or objection to Global IP s interim and final fees based on the reasonableness standard provided for in section 330 of the Bankruptcy Code; and it is further 9. ORDERED that in connection with any increases in Global IP s hourly rates, as set forth in paragraph 18 of the Application, Global IP shall file a supplemental declaration with this Court and provide ten business days notice to the United States Trustee and the Debtors prior to filing a fee statement or fee application reflecting an increase in such rates. The supplemental declaration shall set forth the requested rate increases, explain the basis for the requested rate increases in accordance with Section 330(a)(3)(F) of the Bankruptcy Code and 4
Pg 5 of 5 certify that the Committee has consented to the rate increase. The United States Trustee retains all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness standard provided for in section 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to Section 330 of the Bankruptcy Code. 10. ORDERED that the Committee is authorized and empowered to take all actions necessary to implement the relief granted in this Order; and it is further 11. ORDERED that this Court shall retain jurisdiction with respect to all matters arising or related to this Order; and it is further 12. ORDERED that to the extent the Application and Retention Agreement is inconsistent with this Order, the terms of this Order shall govern. Dated: New York, New York April 18, 2012 s/allan L. Gropper The Honorable Allan L. Gropper United States Bankruptcy Judge 5