EX-1 3 underwritagree.txt EXHIBIT (1) Exhibit (1) EXECUTION COPY EASTMAN KODAK COMPANY (a New Jersey corporation) Debt Securities UNDERWRITING AGREEMENT Dated: October 7, 2003 To: Eastman Kodak Company 343 State Street Rochester, New York 14650-0218 Ladies and Gentlemen: We (the "Managers") are acting on behalf of the underwriters (including ourselves) named below (the "Underwriters"), and we understand that Eastman Kodak Company, a New Jersey corporation (the "Company"), proposes to issue and sell $500,000,000 aggregate principal amount of its 7.25% Senior Notes due 2013 (the "Underwriters' Securities"). The Company may at its option create and issue additional securities with the same terms as the Underwriters' Securities being purchased and sold pursuant to this Underwriting Agreement so that the additional securities will form a single series with the Underwriters' Securities. Subject to the terms and conditions set forth or incorporated by reference herein, the Company agrees to sell, and the Underwriters severally agree to purchase, the principal amount of Underwriters' Securities set forth opposite their names below at the purchase price set forth below. Underwriter Principal Amount Citigroup Global Markets Inc. $ 200,000,000 Lehman Brothers Inc. 200,000,000 Scotia Capital (USA) Inc. 10,000,000 BNP Paribas Securities Corp. 10,000,000 HSBC Securities (USA) Inc. 10,000,000 Morgan Stanley & Co. Incorporated 10,000,000 Deutsche Bank Securities Inc. 10,000,000 U.S. Bancorp Piper Jaffray Inc. 10,000,000 ABN AMRO Incorporated 5,000,000 Barclays Bank PLC 5,000,000 BNY Capital Markets, Inc. 5,000,000 ING Financial Markets LLC 5,000,000 McDonald Investments Inc. 5,000,000 Mizuho International plc 5,000,000 PNC Capital Markets, Inc. 5,000,000 Daiwa Securities SMBC Europe Limited 5,000,000 Total $ 500,000,000 The Underwriters will pay for such Underwriters' Securities in same day funds upon delivery thereof to Citigroup Global Markets Inc. on the Closing Date. The Underwriters' Securities shall have the following terms: Title: 7.25% Senior Notes due 2013 Rank: Unsecured and unsubordinated Aggregate principal amount: $500,000,000 Denomination: $1,000 and integral multiples of $1,000 Currency of payment: U.S. dollars Interest rate: 7.25% per year Interest payment dates: Each May 15 and November 15, beginning on May 15, 2004. (Interest accrues from October 10, 2003). Regular record dates: May 1 and November 1 Stated maturity: November 15, 2013 Redemption provisions: None Sinking fund requirements: None Listing requirements: None Fixed or Variable Price Offering: Fixed Price Offering Public offering price: 99.879% of the principal amount Purchase price: 99.229% of the principal amount Form: Book-entry form Other terms and conditions: None Closing Date and location: 10:00 a.m., October 10, 2003 at the offices of Sidley Austin Brown & Wood llp, 787 Seventh Avenue, New York, New York 10019. Notices: All communications hereunder will be in writing and effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc., Attention: General Counsel, 388 Greenwich Street, New York, New York 10013 (Fax Number: (212) 816- 7912), and to Lehman Brothers Inc., Attention: Debt Capital Markets, Consumer Products Group, 745 Seventh Ave, New York, NY 10019 with a copy to General Counsel and Syndicate Registration, 399 Park Avenue, New York, New York 10022 (Fax Number: (212) 526-0943), or, if sent to the Company, will be mailed, delivered or telefaxed to Eastman Kodak Company, 343 State Street, Rochester, New York 14650-0218, Attention: Office of the Corporate Secretary (Fax No: (585) 724- 9549). All of the provisions contained in the document attached as Annex I hereto entitled "Eastman Kodak Company Underwriting Agreement Standard Provisions (Debt)" dated September 5, 2003 (the "Standard Provisions") are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Standard Provisions or the Prospectus Supplement dated October 7, 2003 relating to the Underwriters' Securities. Each reference to Underwriters in the Standard Provisions so incorporated herein by reference shall be deemed to refer to the Underwriters as defined in this Underwriting Agreement. Please accept this offer by signing a copy of this Underwriting Agreement in the space set forth below and returning the signed copy to us. Very truly yours, Acting severally on behalf of themselves and the several Underwriters named herein CITIGROUP GLOBAL MARKETS INC. By Authorized Signatory LEHMAN BROTHERS INC. By Authorized Signatory Accepted: EASTMAN KODAK COMPANY By _________________________________________ Authorized Signatory