REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of      , 2009, by and among Eastman Kodak Company, a New Jersey corporation (the “ Company ”), the guarantors party to this Agreement (the “ Guarantors ”) and KKR Jet Stream (Cayman) Limited (the “ Investor ”).

          WHEREAS, the Investor has, pursuant to that certain Note and Warrant Purchase Agreement, dated as of September 16, 2009, between the Company and the Investor (the “ Purchase Agreement ”), agreed to purchase the Company’s      % Senior Secured Notes due 2017 (the “ Notes ”) and the associated guarantees;

          WHEREAS, the Investor has, pursuant to the Purchase Agreement, agreed to purchase warrants (the “ Warrants ”) to purchase an aggregate of up to 53,000,000 shares (the “ Warrant Shares ”) of common stock, $2.50 par value per share, of the Company (the “ Common Stock ”); and

          WHEREAS, it is a condition to the closing (the “ Closing ”) of the transactions contemplated by the Purchase Agreement that the Company, the Guarantors and the Investor enter into this Agreement at or prior to the Closing in order to grant the Investor certain registration rights as set forth herein.

          NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, the Guarantors and the Investor agree as follows:

     1.  Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

          “ Affiliate ” of any Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person has the meaning specified in Rule 12b-2 under the Exchange Act; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined under Rule 405.

          “ Business Day ” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York generally are authorized or obligated by law, regulation or executive order to close.

          “ Commission ” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act.

          “ Effective Date ” means the time and date that the Registration Statement filed

pursuant to Section 2(a) is first declared effective by the Commission or otherwise becomes effective.

          “ Effectiveness Date ” means:

          (a) with respect to the initial Registration Statement required to be filed to cover the resale by the Holders of the Registrable Securities, (i) the date such Registration Statement is filed, if the Company is a WKSI as of such date, or (ii) if the Company is not a WKSI as of the date such Registration Statement is filed, the 90th day following the Closing; and

          (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(a) hereof, (i) if the Company is a WKSI, the date such additional Registration Statement is filed or (ii) if the Company is not a WKSI, the earlier of: (x) the 90th day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section and (y) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

          “ Effectiveness Period ” has the meaning set forth in Section 2(a).

          “ Electing Holders ” means (i) if KKR Holders collectively hold a majority of the then outstanding Registrable Securities, one or more KKR Holders that hold no less than a majority of the Registrable Securities then held by KKR Holders or (ii) if KKR Holders collectively do not hold a majority of the then outstanding Registrable Securities, the Holder or Holders (as applicable) of no less than a majority of the then outstanding Registrable Securities.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Filing Date ” means:

          (a) with respect to the initial Registration Statement required to be filed to cover the resale by the Holders of the Registrable Securities, the 30th day following the Closing; and

          (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(a) hereof, the 30th day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement is required under such Section.

          “ Freely Tradable ” means, with respect to any security, a security that (i) is eligible to be sold by the Holder thereof without any volume or manner of sale restrictions under the Securities Act pursuant to Rule 144, (ii) which bears no legends restricting the transfer thereof, and (iii) bears an unrestricted CUSIP number (if held in global form).

          “ Hedging Contract ” means a derivative contract of a type described in the incoming letter referred to in Securities Exchange Commission no-action interpretive letter dated

October 9, 2003 issued to Goldman, Sachs & Co. (the “ Interpretive Letter ”), entered into between a Holder and a financial intermediary (a “ Hedging Contract Counterparty ”) and referencing the Preferred Stock or the Common Stock.

          “ Holder ” or “ Holders ” means the registered holder or holders, as the case may be, from time to time of Registrable Securities.

          “ Indemnified Party ” has the meaning set forth in Section 5(c).

          “ Indemnifying Party ” has the meaning set forth in Section 5(c).

          “ Indenture ” has the meaning set forth in the Purchase Agreement.

          “ KKR Holders ” has the meaning set forth in the Purchase Agreement.

          “ Losses ” has the meaning set forth in Section 5(a).

          “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

          “ Proceeding ” means a pending action, claim, suit, or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition) or investigation known to the Company to be threatened.

          “ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          “ Questionnaire ” has the meaning set forth in Section 3(k).

          “ Registrable Securities ” means (i) the Notes and the related guarantees, (ii) the Warrants, (iii) the Warrant Shares issuable or issued upon the exercise of the Warrants, (iv) the Common Stock sold short to hedge the exposure of a Hedging Contract Counterparty (as defined in “ Hedging Contract ” above) to the Hedging Contract to which such Hedging Contract Counterparty is a party, as contemplated in the Interpretive Letter (as defined in “ Hedging Contract ” above) and (v) any securities issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend, stock split, recapitalization or other distribution with respect to, or in exchange for, or in replacement of, the securities referenced in clauses (i) (without giving effect to any election by the Company therein), (ii) or (iii) above or this clause (v); provided , however , that the term “ Registrable Securities ” shall exclude in all cases any securities (1) sold or exchanged by a Person pursuant to an effective registration statement under the Act or in compliance with Rule 144, (2) that are Freely Tradable

(it being understood that for purposes of determining eligibility for resale under clause (2) of this proviso, no securities held by any Holder shall be considered Freely Tradable to the extent such Holder reasonably determines that it is an affiliate (as defined under Rule 144) of the Company) or (3) that shall have ceased to be outstanding.

          “ Registration Default ” has the meaning set forth in Section 2(b).

          “ Registration Default Date ” has the meaning set forth in Section 2(b).

          “ Registration Default Period ” has the meaning set forth in Section 2(b).

          “ Registration Statement ” means a registration statement in the form required to register the resale of the Registrable Securities, and including the Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

          “ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “ Rule 433 ” means Rule 433 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

          “ Securities Act ” means the Securities Act of 1933, as amended.

          “ Special Payments ” has the meaning set forth in Section 2(b).

          “ Suspension Period ” has the meaning set forth in Section 2(a).

          “ Trading Day ” means a day during which trading in the Common Stock generally occurs.

          “ Trading Market ” means the principal national securities exchange on which the Common Stock is listed.

          “ WKSI ” means a “ well known seasoned issuer ” as defined under Rule 405.

     2.  Registration .

          (a) On or prior to each Filing Date, the Company and the Guarantors will prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement (i) shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form for such purpose) and, if the Company is a WKSI as of the Filing Date, shall be an Automatic Shelf Registration Statement and (ii) shall contain (except if otherwise requested by the Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A . The Company and the Guarantors will use their commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the registration rights under this Agreement terminate in accordance with Section 2(d) (the “ Effectiveness Period ”). In addition, the Company and the Guarantors will, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement no later than the Filing Date with respect thereto, and will use their commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the applicable Filing Date but, in any event, no later than the applicable Effectiveness Date, and will use their commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times during the Effectiveness Period. Notwithstanding anything to the contrary in this Agreement, upon notice to the Holders, without incurring or accruing any obligation to pay any Special Payments pursuant to Section 2(b), the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is required to file the Registration Statement, for up to 60 consecutive days and up to 100 days in the aggregate, in any 365-day period (a “ Suspension Period ”) if the Board of Directors of the Company determines that there is a valid business purpose for suspension of the Registration Statement, which valid business purpose shall include without limitation plans for a registered public offering, an acquisition or other proposed or pending corporate developments and similar events (it being agreed that the notice of the Suspension Period shall not state the reason therefore). In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities and not to sell any Registrable Securities pursuant thereto until such Holder has been advised in writing by the Company that the applicable Prospectus may be used or is effective (which notice the Company agrees to provide promptly following the lapse of the event or circumstance giving rise to such suspension). Each Holder shall keep confidential the fact of the delivery of the suspension notice except as required by applicable law.

          (b) If: (i) any Registration Statement is not filed on or prior to its Filing Date, (ii) a Registration Statement is not declared effective by the Commission or does not otherwise become effective on or prior to its required Effectiveness Date, or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period (in each case, except as specifically permitted herein with respect to any applicable Suspension Period) (any such failure or breach being referred to as a “ Registration Default, ” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which the Registration Statement ceases to be effective and available, being referred to as the “ Registration Default Date ” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “ Registration Default Period ”), then, during the Registration Default Period, in addition to any other rights available to the Holders (including, without limitation, pursuant to Section 7(a)), the Company and the Guarantors will pay a special payment (collectively, “ Special Payments ”) to Holders of Notes in respect of each Note that is a Registrable Security, in an amount equal to 0.50% per annum of the principal amount of such Note. Special Payments shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured and shall be payable semi-annually in arrears on each and following the applicable Registration Default Date to the record holder of the applicable security on the date that is 15 days prior to such payment date, until paid in full. Special Payments payable in respect of any Registration Default Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Special Payments shall be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may have occurred and be continuing. The obligations to pay Special Payments is a joint and several obligation of the Company and the Guarantors.

          (c) The Company shall not, from the date hereof until the Effective Date of the initial Registration Statement, prepare and file with the Commission a registration statement relating to an offering of any of its securities for its own account or the account of others under the Securities Act.

          (d) The registration rights granted under this Section 2 shall automatically terminate upon the earlier of (i) such time as there are no outstanding Registrable Securities and (ii)     , 2017. ¹

     3.  Registration Procedures .

          The procedures to be followed by the Company, the Guarantors and each selling Holder, and the respective rights and obligations of the Company, the Guarantors and such Holders, with respect to the preparation, filing and effectiveness of a Registration Statement, and the distribution of Registrable Securities pursuant thereto, are as follows:

          (a) The Company and the Guarantors will, at least five (5) Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do nothing more than name

Holders and provide information with respect thereto), (i) furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those incorporated by reference) will be subject to the reasonable review of such Holders and (ii) use their reasonable efforts to address in each such document when so filed with the Commission such comments as the Holders reasonably shall propose within five (5) Trading Days of the delivery of such copies to the Holders.

          (b) The Company and the Guarantors will use commercially reasonable efforts to (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law with respect to the disposition of all Registrable Securities covered by such Registration Statement continuously effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holders as Selling Stockholders but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company.

          (c) The Company and the Guarantors will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

          (d) The Company and the Guarantors will notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “ review ” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, but not information which the Company believes would constitute material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same has been declared effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holders as Selling Stockholders or the Plan of Distribution; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any

jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of (but not the nature or details concerning) any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading ( provided , however , that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein not misleading).

          (e) The Company and the Guarantors will use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment, or if any such order or suspension is made effective during any Suspension Period, at the earliest practicable moment after the Suspension Period is over.

          (f) During the Effectiveness Period, the Company and the Guarantors will furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Person (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided , that neither the Company nor the Guarantors will have any obligation to provide any document pursuant to this clause that is available on the EDGAR system.

          (g) The Company and the Guarantors will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request during the Effectiveness Period. The Company and the Guarantors consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

          (h) The Company and the Guarantors will, prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the applicable state securities or Blue Sky laws of those jurisdictions within the United States as any Holder reasonably requests in writing to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statements; provided , that neither the Company nor the

Guarantors will be required to (i) qualify generally to do business or as a dealer in securities in any jurisdiction where it is not then so qualified or (ii) take any action which would subject the Company or the Guarantors to general service of process or any material tax in any such jurisdiction where it is not then so subject.

          (i) The Company and the Guarantors will cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free, to the extent permitted by the Warrants and Indenture, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company and the Guarantors will promptly after the effectiveness of the Registration Statement cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without legend upon sale by the holder of such shares of Registrable Securities under the Registration Statement.

          (j) Upon the occurrence of any event contemplated by Section 3(d)(v), as promptly as reasonably possible, the Company and the Guarantors will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          (k) Notwithstanding any other provision of the Agreement, no Holder of Registrable Securities may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless the Holder furnishes to the Company a completed questionnaire substantially in the form of Exhibit A (the “ Questionnaire ”) for use in connection with the Registration Statement at least ten (10) Trading Days prior to the filing of the Registration Statement; provided , however , the Investor shall not be required to furnish a Questionnaire in connection with the initial Registration Statement if the Investor owns all of the outstanding Notes and Warrants as of the initial Filing Date. The Company agrees to update the Prospectus at least once in every 90 day period (commencing with the first 90 day period starting on the effective date of the initial Registration Statement) to add any Holders who have delivered a Questionnaire since the last such update as selling securityholders in the Prospectus.

          (l) The Holders may distribute the Registrable Securities by means of an underwritten offering; provided