AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 17, 2009

          AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (the “ Amendment ”) among Eastman Kodak Company (the “ Company ”), Kodak Canada Inc. (“ Kodak Canada ”), the Lenders (as defined in the Credit Agreement referred to below) and Citicorp USA, Inc., as Agent (the “ Agent ”).

          PRELIMINARY STATEMENTS:

          1. The Company, Kodak Canada and the subsidiaries of the Company party thereto have entered into the Amended and Restated Credit Agreement, dated as of March 31, 2009 (the “ Credit Agreement ”), with the Lenders party thereto, the Agent, Bank of America, N.A., as Syndication Agent and Citigroup Global Markets Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Co- Bookrunners. Capitalized terms not otherwise defined in this Amendment have the meanings specified therefor in the Credit Agreement.

          2. The Company has requested the ability to issue up to $700,000,000 in aggregate principal amount of senior secured and/or senior unsecured Debt to refinance its existing Convertible Notes and for other general corporate purposes and in connection therewith, the Borrowers have requested certain modifications to the Credit Agreement to permit the issuance of such Debt.

          3. The Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in response to the Borrowers’ request as set forth herein.

          AGREEMENT:

          NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

          SECTION 1. Amendment to Credit Agreement . Effective as of the date on which the conditions precedent set forth in Section 2 have been satisfied or waived, the Credit Agreement is hereby amended as follows:

     (a) Clause (d) of the definition of “ Eligible Equipment ” in Section 1.01 of the Credit Agreement is hereby amended by inserting “, Liens permitted under clause (x) of Section 5.02(a)” immediately after “Permitted Liens” in the second line thereof.

     (b) The definition of “ L/C Related Documents ” in Section 1.01 of the Credit Agreement is hereby amended by replacing the reference to Section 2.06(b)(i) therein with Section 2.06(c)(i).

     (c) The definition of “ Loan Documents ” in Section 1.01 of the Credit Agreement is hereby amended by renumbering clause (iv) thereof as clause (v) and adding “(iv) all Intercreditor Agreements” immediately after clause (iii) thereof.

     (d) The definition of “ Permitted Collateral Liens ” in Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “Eligible Inventory” with “Eligible Equipment”.

     (e) Section 1.01 of the Credit Agreement is amended by inserting the following new definitions in their correct alphabetical order:

     “ Amendment No. 1 ” means Amendment No. 1 to this Agreement, dated as of September 17, 2009, among the Company, the Lenders and the Agent.

     “ Amendment No. 1 Effective Date ” means the “Amendment Effective Date” under and as defined in Amendment No. 1.

     “ Intercreditor Agreement ” means, in connection with the issuance of any Permitted Senior Debt secured by Collateral, an intercreditor agreement among the Agent on behalf of the Secured Parties (as defined in each of the Security Agreement and the Canadian Security Agreement), the agent or trustee in respect of such Permitted Senior Debt, and the Loan Parties, on substantially the terms set forth in Exhibit I hereto (or on terms that are no less favorable to the Lenders than the terms set forth in Exhibit I hereto) or otherwise in form and substance satisfactory to the Required Lenders.

     “ Net Debt Proceeds ” means, with respect to any issuance or incurrence of any Permitted Senior Debt, the gross cash proceeds received by the Company and its Subsidiaries in connection with such issuance or incurrence, net of out-of-pocket expenses of the Company incurred in connection therewith, including reasonable legal fees, broker’s and underwriter’s discounts and commissions, accountants’ fees and other customary fees and expenses directly related to such issuance or incurrence.

     “ Permitted Senior Debt ” means senior Debt of the Company in an aggregate principal amount not to exceed $700,000,000 ( plus any increase in the principal amount thereof by the amount of any interest that is paid in kind pursuant to the terms of the applicable Permitted Senior Debt Documents) issued or incurred on or after the Amendment No. 1 Effective Date that (i) will not mature prior to the date that is six months after the Extension Termination Date, (ii) has no scheduled amortization or payments of principal, or mandatory or optional conversions into cash (unless the Company has the election, pursuant to the terms of such Debt, to settle in common stock any such mandatory or optional conversions into cash), in each case prior to the date that is six months after the Extension Termination Date (it being understood that change of control or asset sale prepayment provisions shall not constitute scheduled amortization or payments of principal for purposes of this clause (ii)) and (iii) subject to the foregoing clauses (i) and (ii), has covenant, default, remedy and similar provisions, and mandatory prepayment, repurchase, redemption and similar provisions, in each case, on market terms (or on terms that are no less favorable to the Company than market terms) for similar issuances of Debt by issuers with similar creditworthiness as the Company at the time of the issuance or incurrence of such Permitted Senior Debt (as reasonably determined by the Company); provided that any such Debt shall constitute Permitted Senior Debt only if, (a) before and after giving effect to the issuance or incurrence thereof, no Default shall have occurred and be continuing, (b) to the extent that such Permitted Senior Debt is to be secured by Liens pursuant to Section 5.02(a)(x), the Agent, the trustee or agent in respect of such Permitted Senior Debt, and the applicable Loan Parties shall have executed and delivered an Intercreditor Agreement in respect of such Permitted Senior Debt and such Intercreditor Agreement shall have become fully effective in accordance with its terms, (c) to the extent required pursuant to Section 2.22, the Net Debt Proceeds of such Debt shall be deposited into the Permitted Senior Debt Cash Collateral Account and administered in accordance with Section 2.22 and (d)

Excess Availability as of the date of such issuance or incurrence of such Debt shall not be less than $100,000,000; and provided further that, subject to clauses (i), (ii) and (iii) of this definition of Permitted Senior Debt, all or any portion of such Permitted Senior Debt may be convertible into common stock of the Company, cash, or any combination thereof, on market terms for similar issuances of convertible Debt by issuers with similar creditworthiness as the Company at the time of the issuance or incurrence of such Permitted Senior Debt.

     “ Permitted Senior Debt Cash Collateral Account ” means a blocked deposit account of the Company at Citibank, N.A., which account shall be (a) under the sole dominion and control of the Agent (including the exclusive right of withdrawal, collection and control by the Agent of all deposits, balances and entitlements held in or credited to such account), (b) subject to an agreement in form and substance reasonably satisfactory to the Agent, among Citibank, N.A., as depositary bank, the Company and the Agent, providing for the exclusive collection and control by the Agent of all deposits, balances and entitlements held in or credited to such account subject to the terms of this Agreement and (c) otherwise established in a manner reasonably satisfactory to the Agent.

     “ Permitted Senior Debt Documents ” means all loan agreements, indentures (and supplements thereto), guarantees, security agreements and purchase agreements, and any other agreements, instruments and documents, in each case executed and delivered by the Company and/or any of its Subsidiaries in connection with any Permitted Senior Debt.

     “ Required Escrow Amount ” has the meaning set forth in Section 2.22.

     (f) Section 2.06 of the Credit Agreement is hereby amended by (i) renumbering clause (b) thereof as clause (c) and (ii) inserting the following new clause (b) immediately after clause (a) thereof:

     “(b) [ Reserved ].”

     (g) Section 2.17 of the Credit Agreement is hereby amended by inserting “or any Permitted Senior Debt” at the end thereof.

     (h) Section 2.18(e)(iii) of the Credit Agreement is hereby amended by replacing the phrase “Section 2.18(i)” with “Section 2.18(h)”.

     (i) Article II of the Credit Agreement is hereby amended by adding the following new Section 2.22:

     “SECTION 2.22. Escrow Amount . Upon the issuance or incurrence of any Permitted Senior Debt (other than any interest that is paid in kind in respect of Permitted Senior Debt), the Company shall transfer the Net Debt Proceeds of such Debt, up to an aggregate amount equal to the then outstanding principal amount of the Convertible Notes (such principal amount outstanding from time to time, the “ Required Escrow Amount ”) to the Permitted Senior Debt Cash Collateral Account to be held as additional Collateral. The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be the Agent’s standard terms applicable to cash collateral accounts maintained with it. Any interest shall be credited to such account from time to time and, so long as no Default shall have

occurred and be continuing, shall be paid over by the Agent to the Company. Upon the request of the Company, within one Business Day of such request, the Agent shall transfer to the Company all or any portion of the funds held in or credited to the Permitted Senior Debt Cash Collateral Account (i) to repay, repurchase, redeem or otherwise satisfy the Convertible Notes, (ii) to repay or prepay any Obligations or (iii) to be available to the Company for general corporate purposes; provided that, before and after giving effect to any such transfer pursuant to the foregoing clauses (i) or (iii), (x) no Default under Section 6.01(a) or (e) or Event of Default shall have occurred and be continuing, (y) the balance of the funds contained in or credited to the Permitted Senior Debt Cash Collateral Account shall not be less than the Required Escrow Amount as of the date of such transfer after giving effect to any repayment, repurchase, redemption or other satisfaction of the Convertible Notes on such date and (z) the Agent shall have received a certificate from a Responsible Officer of the Company certifying compliance with the foregoing clauses (x) and (y). Upon the occurrence and during the continuation of an Event of Default, the Agent shall at the request of, or may with the consent of, the Required Lenders, apply all or any portion of the funds held in or credited to the Permitted Senior Debt Cash Collateral Account to the repayment or prepayment of Advances or to any other Obligations that are then due and payable under the Loan Documents. The Permitted Senior Debt Cash Collateral Account shall not be subject to the provisions of Section 2.18.”

     (j) Section 4.01(c) of the Credit Agreement is hereby amended by adding the following phrase at the beginning of clause (iv) thereof:

     “except for any notices that may be required pursuant to any applicable Intercreditor Agreement,”

     (k) Section 4.01(p) of the Credit Agreement is hereby amended by inserting “or permitted pursuant to Section 5.02(a)(x)” at the end thereof.

     (l) Section 5.02(a) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (viii) thereof, (ii) adding the word “and” and replacing the period with a comma immediately after clause (ix) thereof and (iii) adding the following new clause (x) immediately after clause (ix) thereof:

     “(x) Liens securing Permitted Senior Debt (and guarantees thereof permitted under Section 5.02(d)(xviii)) on a second priority basis to the Liens securing the Obligations, subject to the terms of any applicable Intercreditor Agreement.”

     (m) Section 5.02(d)(xv) of the Credit Agreement is hereby amended and restated to read as follows:

     “(xv) [ Reserved ].”

     (n) Section 5.02(d) of the Credit Agreement is hereby amended by (i) replacing the period with a comma at the end of clause (xvi) thereof and (ii) adding the following new clauses (xvii) and (xviii) immediately after clause (xvi) thereof:

     “(xvii) Permitted Senior Debt; and

     (xviii) Guarantees of any Subsidiary of the Company in respect of Permitted Senior Debt; provided that (A) such Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guaranty and shall have become a Guarantor hereunder, which guarantee shall be in full force and effect and (B) such Subsidiary shall have secured its Obligations under the Loan Documents with Liens on its properties to the extent required pursuant to Section 5.01(i) (notwithstanding that such Subsidiary may otherwise be excluded by operation of Section 5.01(i)(i)) in respect of a newly-acquired Material Subsidiary, with such Subsidiary being deemed to be a newly-acquired Material Subsidiary for purposes thereof.”

     (o) Section 5.02(e) of the Credit Agreement is hereby amended by (i) replacing the period at the end of clause (v) with a semicolon and (ii) adding the following new proviso at the end of Section 5.02(e):

     “ provided that, notwithstanding anything in this Section 5.02(e) to the contrary, no such sale, conveyance, transfer, lease or other disposition of any Collateral shall be permitted to the extent that such sale, conveyance, transfer, lease or other disposition is not permitted pursuant to the terms of any Permitted Senior Debt Document.”

     (p) Section 5.02(f) of the Credit Agreement is hereby amended by (i) deleting the word “or” at the end of clause (v) thereof, (ii) adding the word “or” and replacing the period with a semicolon immediately after clause (vi) thereof and (iii) adding the following new clause (vii) immediately after clause (vi) thereof:

     “(vii) as set forth in any Permitted Senior Debt Document, solely to the extent that any such limitations or restrictions are no more restrictive than those customarily found in issuances of high yield Debt by issuers with similar creditworthiness as the Company at the time of the issuance or incurrence of such Debt; provided that the foregoing shall not prohibit any provision in any Permitted Senior Debt Document that restricts the Company from designating any of its subsidiaries that holds material intellectual property or that engages in specified businesses as an unrestricted subsidiary (i.e., a subsidiary designated by the Company to be free of various covenant and other restrictions) under such Permitted Senior Debt Document; and provided further that, in any event, such restrictions or limitations (individually or taken as a whole) could not reasonably be expected have a material adverse effect on the ability of the Loan Parties to pay the Obligations.”

     (q) Section 5.02(h) of the Credit Agreement is hereby amended by (i) deleting the word “and” and adding a comma at the end of clause (iii) thereof, (ii) replacing the period with a comma immediately after clause (iv) thereof and (iii) adding the following new clause (v) immediately after clause (iv) thereof:

     “and (v) make cash payments in lieu of fractional shares upon the exercise or conversion of any warrants, rights or options to acquire any shares of capital stock of the Company. For the avoidance of doubt, the Company shall be permitted to issue shares of its common stock in connection with any conversion of its convertible Debt, upon the exercise of options or warrants or otherwise.”

     (r) Section 5.02(k)(i) of the Credit Agreement is hereby amended by (i) adding the phrase “, convert into cash” after the word “defease” in each instance that the word “defease” appears therein, (ii) adding “any Permitted Senior Debt or,” immediately prior to the phrase “any

public debt securities” in the second line thereof, (iii) deleting the word “or” and adding a comma at the end of clause (C) thereof, (iv) replacing the reference to “$10,000,00” in clause (D) thereof with “$10,000,000” and (v) adding the following new clauses (E) and (F) immediately after clause (D) thereof:

     “(E) conversion of convertible Debt into common stock of the Company, and payments of cash in lieu of fractional shares upon any such conversion or (F) to the extent that such prepayment, redemption, purchase, defeasance or other satisfaction is made with Net Debt Proceeds; provided that (1) no Default under Section 6.01(a) or (e) or Event of Default shall have occurred and be continuing, (2) no amounts shall be due or outstanding in respect of the Convertible Notes (unless funds in an amount not less than the Required Escrow Amount are on deposit in the Permitted Senior Debt Cash Collateral Account) and (3) the Agent shall have received a certificate from a Responsible Officer of the Company certifying compliance with the foregoing clauses (1) and (2).”

     (s) Section 5.02 of the Credit Agreement is hereby amended by adding the following new Section 5.02(l):

     “(l) Other Debt Covenants . The Company shall not, and shall not permit any of its Subsidiaries, to enter into any agreement, instrument or other document governing the terms of any Permitted Senior Debt which has (A) any financial maintenance covenant or similar covenant or provision measuring the financial condition, operating results or capitalization of the Company and/or any of its Subsidiaries which is more restrictive on the Company or any of its Subsidiaries than the corresponding covenant or provision contained in the Loan Documents or (B) additional financial maintenance covenants or similar covenants or provisions measuring the financial condition, operating results or capitalization of the Company and/or any of its Subsidiaries which are not contained in the Loan Documents, unless, in each case, the Loan Parties amend the Loan Documents to contain such additional or more restrictive covenants or similar provisions. The Required Lenders hereby consent to, and direct the Agent (on behalf of the Lenders) to execute and deliver to the Loan Parties, any such amendment, on terms and conditions satisfactory to the Agent. For the avoidance of doubt, this Section 5.02(l) does not apply to financial performance measurements that may be used to test compliance with any incurrence-based covenants contained in any such agreement, instrument or other document (at the time of any such incurrence).”

     (t) Section 6.01(c)(i) of the Credit Agreement is hereby amended and restated to read as follows:

     “(i) The Company shall fail to perform or observe any term, covenant or agreement contained in Sections 2.22, 5.01(d), 5.01(e), clauses (i) through (vii) and (ix) of 5.01(h), 5.02 or 5.03, or”.

     (u) Section 6.01(d) of the Credit Agreement is hereby amended and restated to read as follows:

     “(d) The Company or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal, or in the case of Hedge Agreement Obligations, net amount of, at least $50,000,000 in the aggregate (but excluding Debt outstanding hereunder) of the Company or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity,

required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to cause, or to permit the holders or beneficiaries of such Debt (or a trustee or agent on behalf of such holders or beneficiaries) to cause, with the giving of notice if required, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, in each case prior to the stated maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or”

     (v) Article VIII of the Credit Agreement is hereby amended by adding the following new Section 8.10:

     “SECTION 8.10. Intercreditor Arrangements . With respect to the issuance of any Permitted Senior Debt that is permitted to be secured by Liens pursuant to Section 5.02(a)(x), each of the Lenders hereby authorizes and directs the Agent to enter into one or more Intercreditor Agreements on behalf of such Lender and agrees that the Agent in its various capacities thereunder may take such actions on its behalf as is contemplated by the terms of any such Intercreditor Agreements. With respect to any Intercreditor Agreement executed and delivered by the Agent in accordance with this Agreement, each Lender hereunder (a) consents to any subordination of Liens provided for in such Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of such Intercreditor Agreement, (c) authorizes and instructs the Agent to enter into such Intercreditor Agreement as Agent and on behalf of such Lender and (d) agrees that the Agent may take such actions on behalf of such Lender as is contemplated by the terms of such Intercreditor Agreement.”

          SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date (the “ Amendment Effective Date ”) when, and only when, each of the following conditions precedent shall have been satisfied or waived:

     (a) The Agent shall have received counterparts of this Amendment executed by (i) each of the Company, Kodak Canada and each Guarantor and (ii) the Required Lenders, or as to any such Lender, advice satisfactory to the Agent that such Lender has executed this Amendment.

     (b) The Agent shall have received a certificate of each Borrower signed on behalf of such Borrower by a Responsible Officer, dated the date of the Amendment Effective Date, certifying as to (i) the correctness of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Amendment Effective Date, before and after giving effect to this Amendment and (ii) the absence of any event occurring and continuing, or resulting from the Amendment Effective Date, that constitutes a Default.

     (c) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the authorization of the transactions under this Amendment and any other legal matters relating to the Loan Parties, this Amendment or the

transactions contemplated hereunder, all in form and substance reasonably satisfactory to the Agent and its counsel.

     (d) Immediately before and after giving effect to this Amendment, no Default shall have occurred and be continuing.

     (e) The Company shall have paid (i) to the Agent, for the benefit of each Lender under Revolving Credit Facility-B executing this Amendment prior to or concurrently with the effectiveness thereof, the amendment fee described in the Fee Letter dated September 8, 2009, between the Company and the Agent (the “ Fee Letter ”) and (ii) all invoiced accrued fees and expenses of the Agent and Citigroup Global Markets Inc., as sole lead arranger in respect of this Amendment, (including the reasonable fees and expenses of Shearman & Sterling LLP, counsel for the Agent and the sole lead arranger in respect of this Amendment, for which invoices shall