Exhibit 10.2(a)
To: Polaroid Holding Corporation (the "US OBLIGORS' AGENT")
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Attn: Treasurer
Polaroid Contracting C.V. (the "FOREIGN OBLIGORS' AGENT")
c/o PRD Management Limited and PRD Overseas Limited
Cedar House
41 Cedar Avenue
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Bermuda
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
5 August 2003
FIFTH WAIVER AND AMENDMENT LETTER
Ladies and Gentlemen:
1 The US Obligors' Agent, Polaroid Corporation (formerly known as OEP
Imaging Operating Corporation) ("POLAROID"), the Foreign Obligors' Agent
and certain subsidiaries of Polaroid (collectively, the "POLAROID
GROUP") entered into a $100 million credit agreement dated July 29, 2002
with a group of lenders led by Citicorp USA, Inc. as Domestic
Administrative Agent, Domestic Collateral Agent and Foreign Syndication
Agent and Bank of America, N.A. as Foreign Administrative Agent, Foreign
Collateral Agent (the "COLLATERAL AGENT") and Domestic Syndication Agent
(as amended by a first waiver and amendment letter dated August 30,
2002, second waiver and amendment letter dated March, 2003, third waiver
and amendment letter dated April, 2003, and fourth waiver letter - in
two parts, both dated May, 2003, and as may be amended, restated or
supplemented from time to time, collectively the "CREDIT AGREEMENT").
Pursuant to the terms of the Credit Agreement, the Polaroid Group
entered into certain security arrangements in favour of the Collateral
Agent on its own behalf and on behalf of each of the other Lenders.
2 Unless otherwise defined in this Letter, terms and expressions defined
in (including by reference to another document) the Credit Agreement
shall have the same meanings when used in this Letter.
3 Polaroid presented to the Collateral Agent the key objectives to be
achieved by way of a proposed restructuring of certain of Polaroid's
foreign subsidiaries in a presentation (the "PRESENTATION") to the
Domestic Collateral Agent dated June 4, 2003 and to the Foreign
Collateral Agent dated June 9, 2003.
4 In order to achieve the objectives set forth in the presentation,
Polaroid has requested waivers and consents to:
4.1 the transfer of all operations and assets from Polaroid
Contracting C.V. ("CONTRACTING CV") to Polaroid;
4.2 the release of Contracting CV, PRD Overseas Limited ("OVERSEAS
LTD") and PRD Management Limited ("MANAGEMENT LTD") from their
respective obligations under the Loan Documents to which they
are a party;
4.3 the setting up of a new foreign cash management system as more
particularly set out in the Presentation, the details of which
to be agreed with the Collateral Agent;
4.4 the cancellation of certain indebtedness owed to Contracting CV
by subsidiaries of Polaroid which are not Loan Parties;
4.5 the replacement of Contracting CV with Polaroid as the Foreign
Obligors' Agent; and
4.6 the liquidation and dissolution of Contracting CV, Overseas Ltd
and Management Ltd.
5 Subject to paragraph 6 below, on our own behalf and on behalf of each of
the other Lenders we confirm our agreement to the following waivers and
consents in respect of the Credit Agreement in relation to the
restructuring of the foreign subsidiaries in the Polaroid Group:.
5.1 The Lenders consent to the transfer of all operations and assets
from Contracting CV to Polaroid, PROVIDED ALWAYS THAT, you:
5.1.1 promptly take such actions necessary or advisable to
grant to the Agents, for the benefit of the Secured
Parties, a perfected security interest (governed by the
applicable laws) in the assets being transferred,
including the filing of UCC financing statements (or its
equivalent) in such jurisdictions as may be required by
the Agents; and
5.1.2 if requested by an Administrative Agent, deliver to such
Administrative Agent legal opinions as may be reasonably
requested relating to the matters described above, which
opinions shall be in form and substance, and from
counsel, reasonably satisfactory to such Administrative
Agent.
5.2 The Lenders consent to the replacement of Contracting CV with
Polaroid as the Foreign Obligors' Agent and, by their
acknowledgement of this Letter, each of the Foreign Loan Parties
also consent to such replacement.
5.3 The Lenders consent to the liquidation and dissolution of
Contracting CV, Overseas Ltd and Management Ltd.
5.4 To allow for the timely dissolution of Contracting CV, Overseas
Ltd and Management Ltd, the Lenders consent to:
5.4.1 the termination of the following Collateral Documents
and the release of the security interests granted
thereby:
(i) the Agreement of First Priority Right of Pledge
of Assets, Receivables, Intercompany Receivables
and Bank Accounts, dated as of July 29, 2002,
between Contracting CV (acting by and through
its general partners Management Ltd and Overseas
Ltd), as Pledgor, and the Collateral Agent as
Pledgee;
(ii) the Share Charge (65% Share Charge) dated as of
July 29, 2002 between Polaroid and the
Collateral Agent in relation to 65% of the
issued share capital of Contracting CV; and
(iii) the Share Charge (100% Share Charge) dated as of
July 29, 2002 between Polaroid and the
Collateral Agent in relation to 100% of the
issued share capital of Contracting CV;
5.4.2 the release of Contracting CV from its obligations as:
(i) a Guarantor under the Guarantee by Polaroid
International B.V., Polaroid (Europe) B.V.,
Polaroid Trading B.V., and Contracting CV in
favor of the Collateral Agent dated as of July
29, 2002; and
(ii) a Grantor under the Pledge and Security
Agreement dated as of July 29, 2002 amongst,
INTER ALIOS, Contracting CV (acting by and
through its general partners Management Ltd and
Overseas Ltd) and Citicorp USA, Inc. as
Administrative Agent.
5.5 The Lenders consent to the modification of the foreign cash
management system to allow:
5.5.1 Polaroid to replace Contracting CV as the main operating
company; and
5.5.2 Polaroid to become a party to the foreign cash
management system, as more particularly set out in the
Presentation and subject to the terms to be agreed with
the Collateral Agent in writing.
5.6 The Lenders waive Section 8.16 (CANCELLATION OF INDEBTEDNESS
OWED TO IT) of the Credit Agreement to the extent necessary to
allow for the cancellation of indebtedness as more particularly
set out in the Presentation to be updated for the June
information and submitted under a separate side-letter as soon
as the information becomes available.
5.7 Subject to the proviso contained in this paragraph 5.7, the
Lenders waive Section 8.3 (INVESTMENTS) of the Credit Agreement
to the extent necessary to allow for the conversion of:
5.7.1 debt amounting to approximately $10,448,037 owed by
Polaroid do Brazil Ltda ("POLAROID BRAZIL") to
Contracting CV into equity capital in Polaroid Brazil
owned by Contracting CV;
5.7.2 debt amounting to approximately $2,392,131 owed by
Polaroid de Argentina S.A. ("POLAROID ARGENTINA") to
Contracting CV into equity capital in Polaroid Argentina
owned by Contracting CV; and
5.7.3 debt amounting to approximately $1,148,512 owed by
Polaroid del Peru S.A. ("POLAROID PERU") to Contracting
CV into equity capital in Polaroid Peru owned by
Contracting CV.,
Provided That, each of Polaroid Brazil, Polaroid Argentina and
Polaroid Peru have ceased ongoing operations and are in the
process of being liquidated.
The numbers contained in this paragraph 5.7 may change due to
currency fluctuations and/or may be updated due to June closing
by mid-July and shall be provided in a separate side-letter as
soon as the information becomes available.
5.8 The Lenders waive Section 8.4 (SALE OF ASSETS) of the Credit
Agreement to the extent necessary for the equity then owned by
Contracting CV in Polaroid Brazil, Polaroid Argentina and
Polaroid Peru to be transferred to Polaroid; and
5.9 The Lenders waive Section 8.5(d) (RESTRICTED PAYMENTS) of the
Credit Agreement to the extent necessary for the repayment of
Indebtedness under the Polaroid Commerce Loan Agreement to be
repaid in a single transaction within one fiscal month
regardless of amount; such payment being made directly to
Polaroid International B.V., a Loan Party.
5.10 To allow for the liquidation of Contracting CV, the Lenders
consent to the repayment of intercompany loans being made from
Contracting CV to Non-Loan Parties as contemplated in the
Presentation PROVIDED THAT that such Non-Loan Parties shall, as
promptly as practicable, directly or indirectly, through an
intercompany loan, transfer such moneys repaid to it by
Contracting CV to a pledged bank account of a Loan Party less
such amounts as may be required for such reasonable expenses
resulting from such transfer of moneys.
6 The waivers and consents above given on our own behalf and on behalf of
each of the other Lenders are subject to the payment by Polaroid of a
waiver fee of $40,000 which Polaroid shall pay to the Foreign
Administrative Agent in such manner and to such account as the Foreign
Administration Agent shall deem fit.
7 On our own behalf and on behalf of each of the other Lenders, we set out
the following amendments to be made to the Credit Agreement:
7.1 The following definitions shall be inserted in the correct
alphabetical order in Section 1.1 (DEFINED TERMS) of the Credit
Agreement:
"AGENT AFFILIATE" has the meaning specified in Section 10.2A(c)
(POSTING OF APPROVED ELECTRONIC COMMUNICATIONS).
"APPROVED ELECTRONIC COMMUNICATIONS" means each notice, demand,
communication, information, document and other material that any
Loan Party is obligated to, or otherwise chooses to, provide to
the Administrative Agents pursuant to any Loan Document or the
transactions contemplated therein,
including (a) any supplement to the Guaranty, any joinder to the
Pledge and Security Agreement and any other written Contractual
Obligation delivered or required to be delivered in respect of
any Loan Document or the transactions contemplated therein and
(b) any Financial Statement, financial and other report, notice,
request, certificate and other information material; provided,
however, that, "Approved Electronic Communication" shall exclude
(i) any Notice of Borrowing, Letter of Credit Request, Swing
Loan Request, Notice of Conversion/Continuation, and any other
notice, demand, communication, information, document and other
material relating to a request for a new, or a conversion of an
existing, Borrowing, (ii) any notice pursuant to Section 2.8
(OPTIONAL PREPAYMENTS) and Section 2.9 (MANDATORY PREPAYMENTS)
and any other notice relating to the payment of any principal or
other amount due under any Loan Document prior to the scheduled
date therefor, (iii) all notices of any Default or Event of
Default and (iv) any notice, demand, communication, information,
document and other material required to be delivered to satisfy
any of the conditions set forth in Article III (CONDITIONS TO
LOANS AND LETTERS OF CREDIT) or Section 2.4(a) (LETTERS OF
CREDIT) or any other condition to any Borrowing or other
extension of credit hereunder or any condition precedent to the
effectiveness of this Agreement.
7.2 Article X (THE ADMINISTRATIVE AGENTS) of the Credit Agreement
shall be amended by inserting the following Section 10.2A
immediately after Section 10.2 (ADMINISTRATIVE AGENT'S RELIANCE,
ETC.):
SECTION 10.2A POSTING OF APPROVED ELECTRONIC COMMUNICATIONS
(a) Each of the Lenders, the Issuers, the Company and the
Borrowers agree, and the Obligors' Agent shall cause each
Subsidiary Guarantor to agree, that the Administrative Agents
may, but shall not be obligated to, make the Approved Electronic
Communications available to the Lenders and Issuers by posting
such Approved Electronic Communications on "e-Disclosure", the
Foreign Administrative Agent's internet delivery system that is
part of Fixed Income Direct, Citigroup Global Fixed Income's
primary web portal, IntraLinks(TM) or a successor electronic
platform chosen by either Administrative Agent to be its
internet delivery system (the "APPROVED ELECTRONIC PLATFORM").
(b) Although the Approved Electronic Platform and its
primary web portal are secured with generally-applicable
security procedures and policies implemented or modified by the
relevant Administrative Agent from time to time (including, as
of the Closing Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is
secured through a single-user-per-deal authorization method
whereby each user may access the Approved Electronic Platform
only on a deal-by-deal basis, each of the Lenders, the Issuers,
the Company and the Borrowers acknowledges and agrees, and the
Obligors' Agent shall cause each Subsidiary Guarantor to
acknowledge and agree, that the distribution of material through
an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other
benefits afforded by such distribution and for the other
consideration provided hereunder, the receipt and
sufficiency of which is hereby acknowledged, each of the
Lenders, the Issuers, the Company and the Borrowers hereby
approves, and the Obligors' Agent shall cause each Subsidiary
Guarantor to approve, distribution of the Approved Electronic
Communications through the Approved Electronic Platform and
understands and assumes, and the Obligors' Agent shall cause
each Subsidiary Guarantor to understand and assume, the risks of
such distribution.
(c) THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
ELECTRONIC PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE".
NONE OF THE ADMINISTRATIVE AGENTS OR ANY OF THEIR RESPECTIVE
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (THE "AGENT
AFFILIATES") WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF
THE APPROVED ELECTRONIC COMMUNICATIONS AND THE APPROVED
ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR
ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS
AND THE APPROVED ELECTRONIC PLATFORM OTHER THEN THOSE CAUSED BY
GROSS NEGLIGENCE OR WILFUL MISCONDUCT. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY (INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM
VIRUSES OR OTHER CODE DEFECTS) IS MADE BY THE AGENT AFFILIATES
IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE
APPROVED ELECTRONIC PLATFORM.
(d) Each of the Lenders, the Issuers, the Company and the
Borrowers agree, and the Obligors' Agent shall cause each
Subsidiary Guarantor to agree, that the relevant Administrative
Agent may, but (except as may be required by applicable law)
shall not be obligated to, store the Approved Electronic
Communications on the Approved Electronic Platform in accordance
with such Administrative Agent's generally-applicable document
retention procedures and policies.
7.3 Section 11.8 (NOTICES, ETC.) of the Credit Agreement shall be
amended and restated in its entirety as follows:
Section 11.8 Notices, Etc.
(a) All notices, demands, requests and other communications
provided for in this Agreement shall be given in writing, or by
any telecommunication device capable of creating a written
record (including electronic mail), and addressed to the party
to be notified as follows:
(i) if to the Loan Parties, to the US Obligors'
Agent:
Polaroid Holding Company
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Attention: Treasurer
Telecopy no: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Polaroid Holding Corporation
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Attention: General Counsel
Telecopy no: ▇▇▇-▇▇▇-▇▇▇▇
(ii) if to any Lender, at its Domestic Lending Office
specified opposite its name on Schedule II or on the
signature page of any applicable Assignment and
Acceptance;
(iii) if to any Issuer, at the address set forth under
its name on the signature page hereof; and
(iv) if to the Domestic Administrative Agent:
Citicorp USA, Inc.
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy no: ▇▇▇-▇▇▇-▇▇▇▇
if to the Foreign Administrative Agent:
Bank of America, N.A.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy no: + ▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇
in each case, with a copy to:
Weil, Gotshal & ▇▇▇▇▇▇
One ▇▇▇▇▇ ▇▇▇▇▇,
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Telecopy no: ▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as shall be notified in writing (A) in
the case of the Borrowers and the Administrative Agents, to the
other parties and (B) in the case of all other parties, to the
Borrowers and the Administrative Agents.
(b) All such notices and communications shall be effective
(i) upon personal delivery (if delivered by hand, including any
overnight courier service), (ii) when deposited in the mails (if
sent by mail), (iii) when such notice, demand, request, consent
and other communication shall have been made generally available
on such Approved Electronic Platform, Internet
website or similar device to the class of Person being notified
(regardless of whether any such Person must accomplish, and
whether or not any such Person shall have accomplished, any
action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with
a standard user agreement or undertaking a duty of
confidentiality) (if delivered by posting to an Approved
Electronic Platform, an Internet website or a similar
telecommunication device requiring a user prior access to such
Approved Electronic Platform, website or other device) or (iv)
when properly transmitted (if delivered by electronic mail or by
any other telecommunications device); provided, however, that
notices and communications to the Administrative Agents pursuant
to Article II (THE FACILITIES) or Article X (THE ADMINISTRATIVE
AGENTS) shall not be effective until received by the
Administrative Agents.
(c) Notwithstanding paragraphs (a) and (b) above (unless
either Administrative Agent requests that the provisions of
paragraphs (a) and (b) above be followed) and any other
provision in this Agreement or any other Loan Document providing
for the delivery of, any Approved Electronic Communication by
any other means, the Loan Parties shall deliver all Approved
Electronic Communications to the Administrative Agent by
properly transmitting such Approved Electronic Communications
electronically (in a format acceptable to the relevant
Administrative Agent) to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ or such
other electronic mail address (or similar means of electronic
delivery) as the relevant Administrative Agent may notify the
Obligors' Agent. Nothing in this paragraph (c) shall prejudice
the right of either Administrative Agent or any Lender or Issuer
to deliver any Approved Electronic Communication to any Loan
Party in any manner authorized in this Agreement.
8 The US Obligors' Agent, on behalf of itself and each of the other US
Loan Parties and the Foreign Obligors' Agent on behalf of itself and
each of the other Foreign Loan Parties, each hereby represents and
warrants to the Agents and each of the Lenders that it is duly
authorised to countersign this Letter which represents their legal,
valid and binding obligations, enforceable in accordance with its terms.
9 The US Obligors' Agent, on behalf of itself and each of the other US
Loan Parties and the Foreign Obligors' Agent on behalf of itself and
each of the other Foreign Loan Parties hereby certify, after careful
consideration, that the following statements are true on the date
hereof:
9.1 the representations and warranties set forth in Sections 4.1,
4.2, 4.7 (save for such litigation as more particularly set out
in the Schedule attached hereto), 4.8, 4.10, 4.11(b), 4.11(d),
4.12, 4.14, 4.15(a), 4.15(b), 4.18 of Article IV
(REPRESENTATIONS AND WARRANTIES) of the Credit Agreement and the
other Loan Documents are true and correct on and as of the date
hereof with the same effect as though made on and as of such
date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct
as of such earlier date; and
9.2 no Default or Event of Default has occurred and is continuing on
the date hereof.
10 The US Obligors' Agent, on behalf of itself and each of the other US
Loan Parties and the Foreign Obligors' Agent on behalf of itself and
each of the other Foreign Loan Parties, confirms their agreement to the
above amendments and that their respective obligations under the Loan
Documents to which they are respectively parties remain in full force
and effect notwithstanding the making of such amendments.
11 The US Obligors' Agent confirms that in entering into this Letter it is
acting on its own behalf and as US Obligors' Agent for the other US Loan
Parties under Section 11.19(b) (US OBLIGORS' AGENT) of the Credit
Agreement and the Foreign Obligors' Agent confirms that in entering into
this Letter it is acting on its own behalf and as Foreign Obligors'
Agent for the other Foreign Loan Parties under Section 11.19(a) (FOREIGN
OBLIGORS' AGENT) of the Credit Agreement.
12 Save as waived by this Letter, the provisions of the Credit Agreement
shall continue in full force and effect and the Credit Agreement and
this Letter shall be read and construed as one instrument. This Letter
is a Loan Document.
13 Please sign and return the attached copy of this Letter to signify your
acceptance of its terms and conditions. This Letter may be executed in
counterparts each of which shall be deemed to constitute an original.
14 This Letter is governed by and construed in accordance with New York
law.
Yours faithfully
/s/ Miles ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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For and on behalf of For and on behalf of
CITICORP USA, INC. BANK OF AMERICA, N.A.
as Domestic Administrative Agent as Foreign Administrative Agent
To: Citicorp USA, Inc.
as Domestic Administrative Agent
Bank of America, N.A.
as Foreign Administrative Agent
We acknowledge receipt of the Letter and hereby confirm our agreement to the
terms and conditions thereof.
Yours faithfully
/s/ E.T.▇▇▇▇▇▇ /s/ E.T.▇▇▇▇▇▇
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PRD MANAGEMENT LIMITED PRD OVERSEAS LIMITED
For and on behalf of For and on behalf of
POLAROID CONTRACTING C.V. POLAROID CONTRACTING C.V.
(acting on its own behalf and on (acting on its own behalf and on
behalf of each other Foreign behalf of each other Foreign Loan
Loan Party at the date hereof) Party at the date hereof)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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For and on behalf of
POLAROID HOLDING CORPORATION
(acting on its own behalf and on
behalf of each other US Loan
Party at the date hereof)
Date:
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We acknowledge receipt of the Letter and hereby confirm our agreement to
Polaroid Corporation acting as Foreign Obligors' Agent as set forth in paragraph
5.2 of the Letter.
/s/ E.T. ▇▇▇▇▇▇ /s/ E.T. ▇▇▇▇▇▇
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PRD MANAGEMENT LIMITED PRD OVERSEAS LIMITED
For and on behalf of For and on behalf of
POLAROID CONTRACTING C.V. POLAROID CONTRACTING C.V.
(acting on its own behalf and on (acting on its own behalf and on
behalf of each other Foreign behalf of each other Foreign Loan
Loan Party at the date hereof) Party at the date hereof)
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID (EUROPA) B.V.
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID TRADING B.V.
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID NEDERLAND B.V.
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID INTERNATIONAL B.V.
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID CANADA INC,
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID GMBH
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID (U.K.) LIMITED
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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For and on behalf of
POLAROID LEASING LIMITED
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID FAR EAST LIMITED
/s/ ▇.▇. ▇▇▇▇▇▇▇▇
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For and on behalf of
POLAROID CORPORATION OF JAPAN (FORMERLY KNOWN AS
NIPPON POLAROID K.K.)
SCHEDULE
LIST OF LITIGATION
1. FERRARI, ET AL. V. POLAROID, PRIMARY PDC, OEP (Polaroid is a named
party)
2. The Company is also a party-in-interest in the bankruptcy proceedings of
Primary PDC and its domestic affiliates (the "Debtors") pending in the
U.S. Bankruptcy Court. Current matter of interest pending:
- the U.S. Bankruptcy Court entered an Order appointing an Examiner
pursuant to Sections 1104 and 1106 of the U.S. Bankruptcy Code;
- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ filed an application for
relief pursuant to Rule 60(b) of the Federal Rules of Civil
Procedure seeking relief from the order approving the Transaction;
and
- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, a shareholder of Primary, filed a Notice of
Appeal challenging the order approving the Transaction.
3. The European Union has issued a decision which states that part-time
employees must be allowed to participate in a company's pension plan.
Courts in the United Kingdom are implementing this decision and this
decision will impact Polaroid (U.K.) Ltd.