-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEwOx7jPKN0ygxk66lj1Zuu3JNBzE11gXc2+SWmywB4yZ5hZW+3v/0c8ArZRoYQU zsF4/lDLPHWYRmOU5lhKXA== 0000921530-04-000245.txt : 20040506 0000921530-04-000245.hdr.sgml : 20040506 20040506102303 ACCESSION NUMBER: 0000921530-04-000245 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040506 GROUP MEMBERS: PRIMARY PDC, INC. GROUP MEMBERS: WIND DOWN ASSOCIATES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POLAROID HOLDING CO CENTRAL INDEX KEY: 0001227728 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 223856538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79801 FILM NUMBER: 04783517 BUSINESS ADDRESS: STREET 1: 1265 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-368-2000 MAIL ADDRESS: STREET 1: 1265 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Primary PDC, Inc. CENTRAL INDEX KEY: 0001289297 IRS NUMBER: 041734655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1265 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781) 386-6505 MAIL ADDRESS: STREET 1: 1265 MAIN STREET CITY: WALTHAM STATE: MA ZIP: 02451 SC 13D 1 schedule_13d-042904.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* POLAROID HOLDING COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 73109X104 - -------------------------------------------------------------------------------- (CUSIP Number) PRIMARY PDC, INC. 1265 Main Street Waltham, MA 02451 Attention: Mark S. Stickel (781) 386-6505 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies to: Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, NY 10022 Attention: Fred S. Hodara, Esq. (212) 872-1000 April 14, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five (5) copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on the following page(s) Page 1 of 34 Pages Exhibit Index: Page 9 SCHEDULE 13D CUSIP No.: 73109X104 Page 2 of 34 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Primary PDC, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds OO - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 - -------------------------------------------------------------------------------- NUMBER OF 8. Shared Voting Power SHARES BENEFICIALLY 2,120,562 OWNED BY ------------------------------------------------------------- EACH 9. Sole Dispositive Power REPORTING PERSON 0 WITH ------------------------------------------------------------- 10. Shared Dispositive Power 2,120,562 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,562 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO--Corporation - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No.: 73109X104 Page 3 of 34 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Wind Down Associates LLC - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds Not applicable - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 - -------------------------------------------------------------------------------- NUMBER OF 8. Shared Voting Power SHARES BENEFICIALLY 2,120,562 OWNED BY ------------------------------------------------------------- EACH 9. Sole Dispositive Power REPORTING PERSON 0 WITH ------------------------------------------------------------- 10. Shared Dispositive Power 2,120,562 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,120,562 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - Limited Liability Company - -------------------------------------------------------------------------------- * Includes 2,120,562 shares beneficially owned by Primary PDC, Inc. Wind Down Associates LLC disclaims beneficial ownership of such shares. Page 4 of 34 Pages SCHEDULE 13D This Statement on Schedule 13D relates to the common stock, $.001 par value per share (the "Common Stock"), of Polaroid Holding Company, a Delaware corporation (the "Company"). Item 1. SECURITY AND ISSUER This Statement relates to the Company's Common Stock. The address of the principal executive offices of the Company is 1265 Main Street, Waltham, MA 02451. Item 2. IDENTITY AND BACKGROUND (a)-(c), (f) This Schedule 13D is being filed by (1) Primary PDC, Inc., a Delaware corporation ("Primary PDC"); and (2) Wind Down Associates LLC, a Delaware limited liability company ("Wind Down Associates" and, together with Primary PDC, the "Reporting Persons"). Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. Set forth on Exhibit 8 attached hereto is a schedule of the directors and executive officers of Primary PDC and a schedule of the Managing Directors of Wind Down Associates. The address of the principal office of each Reporting Person is as follows: Primary PDC 1265 Main Street Waltham, MA 02451 Wind Down Associates 2701 North Rocky Point Drive Suite 183 Tampa, FL 33607 On October 12, 2001, Primary PDC (then known as Polaroid Corporation) and its U.S. subsidiaries (the "Debtor Subsidiaries") filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in Wilmington, Delaware (the "Bankruptcy Court"). On July 31, 2002, the Company acquired (the "Acquisition"), through certain of its subsidiaries, substantially all of Primary PDC's assets and the stock of its foreign subsidiaries pursuant to the Second Amended and Restated Asset Purchase Agreement by and among the Company, Primary PDC and the subsidiaries of Primary PDC named therein, dated as of July 3, 2002, as amended by Amendment No. 1 to Second Amended and Restated Asset Purchase Agreement by and among the Company, Primary PDC and the subsidiaries of Primary PDC named therein, dated as of July 31, 2002 (as so amended, the "Amended Purchase Agreement"). As partial consideration for the Acquisition, the Company issued to Primary PDC 10,769,230 shares (the "Common Shares") of its Common Stock. (The number of Common Shares has been adjusted to give effect to a 10-for-1 stock split in the Common Stock that occurred on July 24, 2003.) The Third Amended Joint Plan of Reorganization of Primary PDC (the "Plan") and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors provides for the distribution of the Common Shares to the holders of allowed general unsecured claims against Primary PDC. On November 18, 2003, the Bankruptcy Court confirmed the Plan by the entry of its Findings of Fact, Conclusions of Law and Order Confirming the Third Amended Joint Plan of Reorganization of Primary PDC, Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors (the "Confirmation Order"). The Plan became effective on December 17, 2003 (the "Effective Date"). Page 5 of 34 Pages In accordance with the Plan and the Confirmation Order, the Bankruptcy Court named Wind Down Associates as Plan Administrator for Primary PDC. Moreover, in accordance with the Plan and the Confirmation Order, on the Effective Date all of the shares of capital stock of Primary PDC then outstanding were canceled, one share of common stock, $.01 par value per share, of Primary PDC was issued to Wind Down Associates, and Mark Stickel, a Managing Director of Wind Down Associates, was appointed to serve as the sole officer and director of Primary PDC. On April 23, 2004, pursuant to the terms of the Plan and the Confirmation Order, Primary PDC distributed 8,648,668 of the Common Shares to approximately 525 holders of general unsecured claims against Primary PDC. The balance of the Common Shares (2,120,562 shares of Common Stock) has been retained by Primary PDC subject to the final resolution of all disputed claims pending against Primary PDC. Upon the final resolution of all such claims, it is anticipated that the remaining Common Shares, any cash resulting from the sale or other disposition of a portion of the remaining Common Shares, and any other assets held by Primary PDC, will be distributed to the holders of allowed general unsecured claims against Primary PDC, and that Primary PDC will be dissolved in accordance with the pertinent provisions of the Delaware General Corporation Law, as amended. The principal business of Primary PDC is to marshal the assets of Primary PDC, resolve all pending claims of creditors against Primary PDC, and distribute the remaining Common Shares, plus any cash or other assets of Primary PDC, to the holders of allowed general unsecured claims against Primary PDC. The principal business of Wind Down Associates is to provide crisis and bankruptcy consulting services. (d)-(e) During the last five years, none of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the persons set forth on Exhibit 8 attached hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to the Amended Purchase Agreement, the Company, through its subsidiaries, purchased substantially all of the assets of Primary PDC and its subsidiaries out of bankruptcy. In connection with the Acquisition, the Company issued 10,769,230 shares of its Common Stock to Primary PDC. (This number reflects the 10 for 1 stock split effected by the Company on July 24, 2003.) Item 4. PURPOSE OF TRANSACTION (a)-(j) Primary PDC acquired the Common Shares from the Company as partial consideration for the sale of substantially all of its assets to the Company. Pursuant to the Plan and the Confirmation Order, and subject to the resolution of various disputed claims pending against Primary PDC, Primary PDC intends to distribute the remaining Common Shares, any cash resulting from the sale or other disposition of a portion of the remaining Common Shares, and any other assets held by Primary PDC to the holders of allowed general unsecured claims against Primary PDC, as part of the final and complete liquidation of Primary PDC. Following such liquidation, Primary PDC will be dissolved in accordance with the pertinent provisions of the Delaware General Corporation Law, as amended. Item 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(c) Through the date of this filing, Primary PDC beneficially owns 2,120,562 shares of Common Stock (6.0% of all shares of Common Stock outstanding). Wind Down Associates may be deemed to share the voting and dispositive power of the shares of Common Stock owned by Primary PDC by virtue of, and this form is being filed solely because of, Wind Down Associates' record ownership of the single share of capital stock of Primary PDC issued and outstanding. Page 6 of 34 Pages Wind Down Associates disclaims beneficial ownership of the Common Shares held by Primary PDC. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that Wind Down Associates is the beneficial owner of the Common Stock referred to in this Item for purposes of Section 13(d) of the Exchange Act or any other purpose. Other than the distribution of 8,648,668 of the Common Shares to the holders of allowed general unsecured claims against Primary PDC described in Item 2, none of the Reporting Persons have, and to the knowledge of the Reporting Persons, no director or executive officer of any of the Reporting Persons has, effected any transaction in shares of Common Stock during the period extending from the date 60 days prior to the date hereof to the date of this filing. (d) Not Applicable. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth, or incorporated by reference, in Items 2 through 5 is hereby incorporated herein by reference. To the Reporting Persons' knowledge, except as described in this Statement, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between such persons and any person with respect to any securities of the Company. The summaries of the agreements described in paragraphs (a) and (b) of this Item 6 are subject to and qualified in their entirety by reference to the actual agreements which are filed with the Securities and Exchange Commission as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The summaries of the documents described in paragraphs (c), (d) and (e) of this Item 6 are subject to and qualified in their entirety by reference to the actual documents filed with the Securities and Exchange Commission as exhibits to this Schedule 13D. (a) On November 27, 2002, One Equity Partners LLC, a Delaware limited liability company ("OEP"), and the Company entered into a Securities Holders Agreement (as amended and restated, the "Securities Holders Agreement"). Pursuant to the Securities Holders Agreement, so long as OEP and its affiliates and permitted transferees own 35% of the outstanding Common Stock, each of the investors party thereto agrees to take all necessary actions to ensure that the size and the composition of the Board of Directors of the Company is consistent with OEP's designation (including resignations and replacements). This voting agreement will terminate upon the consummation of a public offering by the Company that results in proceeds to the Company of at least $50,000,000. (b) The Company, OEP and certain other parties signatory thereto also entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement") which expires by its terms ten years from the date of its effectiveness. Pursuant to the Registration Rights Agreement, OEP and its affiliates and permitted transferees have the right to require the Company on one or more occasions to file registration statements with the Securities and Exchange Commission registering the shares held by them. OEP and the Investors also have the right, subject to certain restrictions, to require the Company to include shares held by them in any registration statements filed by the Company with the Securities and Exchange Commission, subject to certain limited exceptions. The Company has agreed to pay certain expenses relating to any registration of shares effected pursuant to the Registration Rights Agreement and to indemnify the parties thereto against certain liabilities in connection with any such registration. (c) In connection with the Acquisition, the Company and Primary PDC entered into a Registration Rights Agreement, dated July 31, 2002 (the "Acquisition Registration Rights Agreement"). In accordance with the terms and subject to the conditions set forth therein, the Company agreed to file a registration statement with the Securities and Exchange Commission registering the Common Shares and the shares (the "Preferred Shares") of Series A 8.0% Cumulative Compounding Preferred Stock, $.001 par value per share, of the Company issued to Primary PDC in connection with the Acquisition. The company has agreed to pay certain expenses relating to any registration of shares effected pursuant to the Acquisition Registration Rights Agreement and to indemnify Primary PDC against certain liabilities in connection with any such registration. Page 7 of 34 Pages (d) On September 3, 2003, the Bankruptcy Court entered the Stipulated Order (A) Amending Registration Rights Agreements and (B) Resolving Certain Related Matters (the "First Stipulated Order"). The First Stipulated Order amended certain provisions of the Acquisition Registration Rights Agreement relating to the registration of the Common Shares and the Preferred Shares. (e) On April 14, 2004, the Bankruptcy Court entered the Stipulated Order (A) Resolving Motion of the Plan Administrator to Compel Polaroid Holding Company to Comply with the Stipulated Order dated as of September 3, 2003, and (B) Resolving Certain Related Matters (the "Second Stipulated Order"). The Second Stipulated Order modified certain provisions of the First Stipulated Order relating to the registration of the Common Shares and the Preferred Shares. Item 7. MATERIALS TO BE FILED AS EXHIBITS This Item 7 is incorporated herein by reference. Page 8 of 34 Pages SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 6, 2004 PRIMARY PDC, INC. By: /s/ Mark S. Stickel ---------------------------------------- Name: Mark S. Stickel Title: President Dated: May 6, 2004 WIND DOWN ASSOCIATES LLC By: /s/ Mark S. Stickel ---------------------------------------- Name: Mark S. Stickel Title: Authorized Signatory Page 9 of 34 Pages EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT NAME Page No. - ---------- --------------------- -------- (1) Second Amended and Restated Asset Purchase Agreement, dated as of July 3, 2002, by and among OEP Imaging Corporation, Polaroid Corporation and the Polaroid Subsidiaries party thereto (incorporated herein by reference to Exhibit 2.1 of the Form 8-K of Primary PDC, Inc. filed with the Securities and Exchange Commission on August 15, 2002). (2) Amendment No. 1, dated as of July 31, 2002, to the Second Amended and Restated Asset Purchase Agreement, dated as of July 3, 2002, by and among OEP Imaging Corporation, Polaroid Corporation and the Polaroid Subsidiaries party thereto (incorporated herein by reference to Exhibit 2.2 of the Form 8-K of Primary PDC, Inc. filed with the Securities and Exchange Commission on August 15, 2002). (3) Amended and Restated Securities Holders Agreement, dated as of February 5, 2003, by and among Polaroid Holding Company, One Equity Partners LLC, and the investors party thereto (incorporated herein by reference to Exhibit 10.1 (h) to the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on April 14, 2004). (4) Registration Rights Agreement, dated as of February 5, 2003, by and among Polaroid Holding Company, One Equity Partners LLC, and the investors party thereto (incorporated herein by reference to Exhibit 4.2(a) to the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on April 14, 2004). (5) Registration Rights Agreement, dated as of July 31, 2002, by and among OEP Imaging Corporation Rk/n/a Polaroid Holding Company), Polaroid Corporation (/k/n/a Primary PDC, Inc.) and, solely for the purpose of agreeing to be bound by Sections 7.1, 8.1 and 8.2 thereof, One Equity Partners, LLC........................................................ 10 (6) Stipulated Order (A) Amending Registration Rights Agreement and (B) Resolving Certain Related Matters, in the form entered by the United States Bankruptcy Court for the District of Delaware on September 3, 2003.................. 23 (7) Stipulated Order (A) Resolving Motion of the Plan Administrator to Compel Polaroid Holding Sompany to Comply with the Stipulated Order dated as of September 3, 2003 and B) Resolving Certain Related Matters, in the form entered by the United States Bankruptcy Court for the District of Delaware on April 14, 2004............. 28 (8) Directors and Executive Officers of the Reporting Persons. 33 (9) Joint Filing Statement, dated as of May 4, 2004 by and between Primary PDC, Inc. and Wind Down Associates LLC........................................................ 34 EX-99 2 regrights_042904.txt Page 10 of 34 Pages EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT THIS IS A REGISTRATION RIGHTS AGREEMENT, dated as of July 31, 2002 (this "Agreement"), by and among OEP Imaging Corporation, a Delaware corporation (the "Company"), Polaroid Corporation, a Delaware corporation ("Polaroid") and, solely for the purpose of agreeing to be bound by the provisions in Sections 7.1, 8.1 and 8.2 hereinafter, One Equity Partners, LLC, a Delaware limited liability company ("OEP"). BACKGROUND A. This Agreement is being entered into in connection with the consummation of the transactions contemplated by the Second Amended and Restated Asset Purchase Agreement, dated as of July 3, 2002 (the "Asset Purchase Agreement"), between the Company, Polaroid and certain subsidiaries of Polaroid. B. In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, the Company has issued to Polaroid the Sellers' Stock (as defined in the Asset Purchase Agreement), consisting of (i) shares of Series A 8.0% Cumulative Compounding Preferred Stock, par value $.001 per share, of the Company (the "Preferred Stock"), and (ii) shares of Common Stock, par value $.001 per share, of the Company (the "Common Stock"). C. The Company, Polaroid and OEP wish to set forth herein certain agreements regarding certain rights and obligations with respect to the Registrable Securities (as hereinafter defined). TERMS In consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I REGISTRATION RIGHTS 1.1 Registration Rights; Certain Limitations. Polaroid shall have registration rights with respect to the Registrable Securities as set forth in this Agreement. Notwithstanding any other provision of this Agreement to the contrary, however, (i) Polaroid shall not be entitled to request any Demand Registration (as hereinafter defined), and the Company shall not be obligated to prepare, file or cause to become effective any registration statement in connection with any Demand Registration, involving any sale or other disposition of Registrable Securities other than the distribution by Polaroid of Registrable Securities to the creditors of Polaroid in connection with and as required by the plan of reorganization or plan of liquidation which is confirmed in connection with the current bankruptcy proceedings of Polaroid (the "Distribution"), and (ii) Polaroid shall not be entitled to any registration rights with respect to the Registrable Securities (regardless of whether a Demand Registration shall have previously been requested), and the Company shall not be obligated to prepare, file or cause to become effective any registration Page 11 of 34 Pages statement in connection with any Demand Registration if Polaroid shall have received on or prior to the first anniversary of the date of this Agreement a letter signed on behalf of the Company (the "Letter") informing Polaroid that the Bankruptcy Court order contemplated by Section 7.05 of the Asset Purchase Agreement has been entered and is no longer subject to appeal; provided, however, that if Polaroid shall have received the Letter in accordance with clause (ii) of this sentence, the Company shall register the Preferred Stock and the Common Stock pursuant to Section 12(g) of the Exchange Act (as hereinafter defined) on or prior the first anniversary of the date of this Agreement. Without limiting the generality of clause (i) of the preceding sentence, Polaroid shall not be entitled to request a Demand Registration which contemplates a registration in which Registrable Securities are sold to an underwriter for reoffering to the public, and no such underwritten offering shall be made pursuant to any Demand Registration. ARTICLE II DEFINITIONS 2.1 Definitions. As used herein, the following terms shall have the following meanings. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended. "Business Day" means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York. "Current Market Price" means, in respect of any share of Common Stock on any date herein specified, (i) for so long as there shall then be a public market for the Preferred Stock or the Common Stock, the average of the Daily Market Prices for the 20 consecutive Business Days commencing 30 Business Days before such specified date, and (ii) if there is then no public market for the Preferred Stock or the Common Stock, the fair market value per share of Common Stock at such specified date as reasonably determined in good faith by the board of directors of the Company, including the approval of at least one director designated by Polaroid; provided, however, that if a director designated by Polaroid does not approve the fair market value per share of Common Stock as determined by the board of directors of the Company, the fair market value per share of Common Stock shall be determined by a nationally recognized investment banking firm mutually acceptable to the Company and Polaroid. "Daily Market Price" means (i) if the Preferred Stock or Common Stock is then listed and traded on the New York Stock Exchange, Inc. (the "NYSE"), the closing price on such day as reported on the NYSE Composite Transactions Tape; (ii) if the Preferred Stock or Common Stock is not then listed and traded on the NYSE, the closing price on such day as reported by the principal national securities exchange on which the Preferred Stock or Common Stock is then listed and traded; (iii) if the Preferred Stock or Common Stock is not then listed and traded on any such securities exchange, the last reported sale price on such day on the Nasdaq National Market (the "Nasdaq Market"); (iv) if the Preferred Stock or Common Stock is not then listed and traded on any such securities exchange and not traded on the Nasdaq Market, the last reported sale price on such day on Page 12 of 34 Pages the Nasdaq SmallCap Market (the "Nasdaq SmallCap Market"); (v) if the Preferred Stock or Common Stock is not then listed and traded on any such securities exchange and not traded on the Nasdaq Market or the Nasdaq SmallCap Market, the average of the highest reported bid and lowest reported asked price on such day as reported by the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System"); or (vi) if the Preferred Stock or Common Stock is not then listed and traded on any such securities exchange, not traded on the Nasdaq Market or the Nasdaq SmallCap Market and bid and asked prices are not reported by the NASDAQ System, the average of the closing bid and asked prices, as reported by The Wall Street Journal for the over-the-counter market. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Person" means an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees, (ii) fees and expenses relating to compliance with securities or blue sky laws (including fees and expenses of counsel in connection with blue sky qualifications of the securities registered), (iii) printing, messenger and delivery expenses, (iv) internal expenses of the Company (including all salaries and expenses of its officers and employees performing legal or accounting duties), (v) fees and expenses of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters), and (vi) fees and expenses of any special experts retained by the Company in connection with such registration. Under no circumstances shall "Registration Expenses" include the fees and expenses of any underwriters or any underwriting discounts or commissions. "Registrable Securities" means 31,230 shares of Preferred Stock and 1,076,923 shares of Common Stock issued to Polaroid in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, in any case until (i) a registration statement covering such securities has been declared effective by the SEC and such securities have been disposed of pursuant to the Distribution, (ii) such securities have been disposed of under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act have been met, or such securities may be disposed of pursuant to Rule 144(k), or (iii) such securities may be disposed of without subsequent registration under any other provisions of the Securities Act. "Rule 144" means Rule 144 under the Securities Act (or any similar rule then in force). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. Unless otherwise defined in this Agreement, all terms used in this Agreement shall have the meanings ascribed to them in the Asset Purchase Agreement. Page 13 of 34 Pages ARTICLE III DEMAND REGISTRATIONS 3.1 Demand Registrations. (a) Subject to Sections 1.1 and 3.1(b), Polaroid may request registration under the Securities Act of all or part of the Registrable Securities on Form S-1 (or any similar long-form registration) or, if available, on Form S-2 or Form S-3 (or any similar short-form registration). Each registration requested pursuant to this Section 3.1(a) is referred to herein as a "Demand Registration". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered. (b) Polaroid shall not be entitled to request any Demand Registration at any time on or after the fourth anniversary of the date of this Agreement. The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous Demand Registration, nor will the Company be obligated to effect more than two Demand Registrations in the aggregate (it being understood that Polaroid shall only be entitled to request the second such Demand Registration if the Distribution of all of the Registrable Securities has not been completed pursuant to the first Demand Registration requested by Polaroid). (c) The Company shall use its reasonable best efforts to have the registration statement in connection with the first Demand Registration requested by Polaroid declared effective by the SEC on or prior to the first anniversary of the date of this Agreement. The Company shall use its reasonable best efforts to have the registration statement in connection with the second Demand Registration requested by Polaroid, if any, declared effective by the SEC as soon as practicable after the filing thereof. (d) Notwithstanding any other provision of this Agreement to the contrary, the Company may delay the preparation, filing or effectiveness of any registration statement in connection with a Demand Registration for a period not to exceed 45 days in any three-month period, or for three periods not to exceed an aggregate of 90 days in any 12-month period, for valid business reasons, to be determined in the reasonable judgment of the board of directors of the Company, including without limitation the acquisition or divestiture of assets, pending corporate developments and similar events; provided, however, that prior to instituting any such delay the Company shall provide Polaroid with written notice thereof, which notice need not specify the nature of the event giving rise to such delay, and shall obtain the written consent of Polaroid thereto (which consent shall not be unreasonably withheld). ARTICLE IV REGISTRATION PROCEDURES 4.1 Registration Procedures. Whenever Polaroid has requested that any Registrable Securities be registered pursuant to Section 3.1 hereof, the Company Page 14 of 34 Pages will, subject to the provisions hereof, use its reasonable best efforts to effect the registration of such Registrable Securities, and pursuant thereto the Company will as expeditiously as possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective within the time periods specified in Section 3.1(c) above (provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to Polaroid copies of all such documents proposed to be filed); (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the Distribution of all Registrable Securities covered by such registration statement is completed, but not more than 30 days; (c) furnish to Polaroid such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as Polaroid may reasonably request in order to facilitate the Distribution of such Registrable Securities; (d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as Polaroid reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable Polaroid to consummate the Distribution in such jurisdictions of such Registrable Securities (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities law violations) in any such jurisdiction); (e) notify Polaroid, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of Polaroid, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (f) use its reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the Nasdaq Market and, if not so listed on the Nasdaq Market, to be listed on the Nasdaq SmallCap Market and, if not so listed on the Nasdaq SmallCap Market, to cause to have the bid and asked prices for such Registrable Securities reported on the NASDAQ System or, failing that, to cause to have such Registrable Securities traded in the over-the-counter market; (g) not later than the effective date of the registration statement, obtain a CUSIP number for the Registrable Securities; Page 15 of 34 Pages (h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; (i) enter into such customary agreements and take all such other actions as Polaroid may reasonably request in order to expedite or facilitate the Distribution of such Registrable Securities; (j) make available for inspection by Polaroid and any attorney, accountant or other agent retained by Polaroid, all financial and other records, pertinent corporate documents and properties of the Company as may reasonably be requested, and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by Polaroid, any attorney, accountant or agent in connection with such registration statement; (k) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to the creditors of Polaroid who shall have received Registrable Securities pursuant to the Distribution, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for Distribution in any jurisdiction, use its reasonable best efforts promptly to obtain the withdrawal of such order; (m) use its reasonable best efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities (other than as provided for in Section 4.1(d) above) as may be necessary to enable Polaroid to consummate the Distribution of such Registrable Securities; and (n) in connection with any Distribution of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with Polaroid to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and to register such Registrable Securities in such amounts and denominations and in such names as Polaroid may request at least two Business Days prior to the Distribution of such Registrable Securities. 4.2 Polaroid Information. Polaroid may not include any Registrable Securities in a registration statement pursuant to a Demand Registration unless and until Polaroid furnishes to the Company in writing, within 15 days after receipt of a request therefor, the information specified in Item 507 of Regulation S-K under the Securities Act and such other information as the Company may reasonably request for use in connection with any such registration Page 16 of 34 Pages statement. Polaroid agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by Polaroid not materially misleading. ARTICLE V REGISTRATION EXPENSES 5.1 Registration Expenses. Except as otherwise expressly set forth herein, all Registration Expenses incident to the Company's performance or compliance with this Agreement shall be borne by the Company. ARTICLE VI INDEMNIFICATION 6.1 Indemnification. (a) The Company agrees to indemnify, to the extent permitted by law, Polaroid, its directors and officers, and each Person who controls Polaroid (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse Polaroid, such director, officer or controlling Person for any legal or other expenses reasonably incurred by Polaroid, such director, officer or controlling Person in connection with the investigation or defense of such loss, claim, damage, liability or expense, except insofar as the same are caused by or contained in any information furnished in writing to the Company by Polaroid expressly for use therein or by Polaroid's failure to deliver a copy of the registration statement or prospectus or any amendment or supplement thereto after the Company has furnished Polaroid with a sufficient number of copies of the same. (b) In connection with any registration statement in which Polaroid is participating, Polaroid will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Polaroid. (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, that the failure to notify the Page 17 of 34 Pages indemnifying party shall not relieve it from any liability to the indemnified party hereunder except to the extent the indemnifying party is actually prejudiced thereby, and (ii) unless such indemnified party has been advised in writing by counsel that it would be impermissible under the applicable standards of professional conduct for one law firm to represent both the Company and the indemnified party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The indemnification provided hereunder will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any director, officer or controlling Person of such indemnified party and will survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason. ARTICLE VII CERTAIN COVENANTS 7.1 Directors and Voting Agreement. From the date of this Agreement until the earlier of the date the registration statement in connection with the first Demand Registration requested by Polaroid is declared effective by the SEC or the date Polaroid receives the Letter, each of Polaroid and OEP shall take all actions necessary (including without limitation voting the Preferred Stock and Common Stock entitled to vote and owned by each of them, calling special meetings of stockholders and executing and delivering written consents) to ensure that the board of directors of the Company will include two directors designated by Polaroid. 7.2 Anti-Dilution Protection. From the date of this Agreement until the earlier of the date the registration statement in connection with the first Demand Registration requested by Polaroid is declared effective by the SEC or the date Polaroid receives the Letter, the Company shall not issue any shares of its equity securities (or any debt securities convertible into or exchangeable for equity securities) to OEP or any of its affiliates (as such term is defined pursuant to Rule 12b-2 promulgated under the Exchange Act) without obtaining the prior written consent of Polaroid; provided, however, that the foregoing restriction shall not apply to (i) shares of Preferred Stock and Common Stock issued in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, (ii) shares of Preferred Stock or Common Stock issued at an issue price per share equal to or greater than 95% of the Current Market Price, (iii) securities issued upon the conversion or exercise of any security, (iv) securities issued as a dividend or (v) any transaction in respect of a security that is available to all holders of such security on a pro rata basis. Page 18 of 34 Pages 7.3 Confidential Information. Polaroid hereby agrees that Confidential Information (as defined herein) has been and will be made available to Polaroid in connection with its interest in the Company. From the date hereof until such time as the Company shall have a class of securities registered pursuant to Section 12(g) of the Exchange Act, the Company shall deliver to Polaroid (or the plan administrator of Polaroid's bankruptcy estate; provided that such plan administrator has agreed in writing to be subject to the provisions of this Section 7.3) unaudited quarterly financial statements and audited annual consolidated financial statements on or around the same time as the Company is required to deliver financial statements to its senior lenders. Polaroid agrees not to divulge, communicate, use to the detriment of the Company for Polaroid's benefit or the benefit of any other person, or misuse in any way, in whole or part, Confidential Information; provided, however, that Confidential Information may be disclosed (i) to Polaroid's Representatives (as defined herein) in the normal course of the performance of their duties, (ii) to the extent required by applicable statute, law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which Polaroid is subject), or (iii) if the prior written consent of the Board of Directors of the Company has been obtained. Polaroid and the plan administrator may also provide copies of the financial statements referred to above to holders of unsecured claims against Polaroid who request such information and who have a significant amount of unsecured claims provided that the recipients enter into a confidentiality agreement with the Company reasonably satisfactory to the Company. The Company and Polaroid agree to negotiate the minimum amount of unsecured claims that will be necessary for such a holder to receive such financial statements, the intention being to minimize the number of recipients, to the extent reasonable, given the private nature of the Company . "Confidential Information" means any information concerning the Company, its financial condition, business, subsidiaries, operations, prospects, trade secrets or other intellectual property rights, personnel information, know-how, customer lists or other confidential or proprietary information or data in the possession of or to be furnished to Polaroid (whether furnished to Polaroid in its capacity as a stockholder of the Company, by virtue of its present or former position as, or right to designate, a director of the Company, or otherwise); provided, that the term "Confidential Information" does not include information which (a) was or becomes generally available publicly other than as a result of a disclosure by Polaroid or Polaroid's directors, officers, employees, agents, counsel, investment advisors, consultants or representatives (all such persons being collectively referred to as "Representatives") in violation of this Section 7.3, or (b) was or becomes available to Polaroid on a nonconfidential basis from a source other than the Company, any regulatory entity or Polaroid or its Representatives, provided, that such source is or was (at the time of receipt of the relevant information) not, to the best of such Polaroid's knowledge, bound by a confidentiality agreement with the Company or another person. Polaroid agrees to hold, as the property of the Company, all memoranda, books, papers, letters and other data (and all copies thereof or therefrom) made by Polaroid or otherwise coming into Polaroid's possession, and at any time deliver the same to the Company upon its demand. 7.4 Transfer Restriction. Prior to the first anniversary of the date of this Agreement, Polaroid shall not sell, assign, convey, transfer, exchange, pledge, hypothecate, make gifts of or in any manner whatsoever distribute or dispose of or encumber or grant any rights or interests in or in respect of, Page 19 of 34 Pages create any voting trust or other agreement or arrangement with respect to the transfer or grant of voting rights or any other beneficial interest in, create any other claim or make any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title or interest in or possession of the Registrable Securities (including any Distribution of the Registrable Securities). ARTICLE VIII MISCELLANEOUS 8.1 Amendment and Modification. This Agreement may be amended or modified, or any provision hereof may be waived, provided that such amendment, modification or waiver is set forth in a writing executed by the Company, Polaroid and OEP. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement. 8.2 Successors and Assigns; Entire Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns, executors, administrators and heirs. This Agreement and any rights or obligations existing hereunder may not be assigned or otherwise transferred by any party without the prior written consent of the other parties hereto. This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings, written or oral, relating to the subject matter of this Agreement (it being understood that the Company, Polaroid and OEP are contemporaneously entering into other agreements and instruments in connection with the consummation of the transactions contemplated by the Asset Purchase Agreement). 8.3 Separability. In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect unless deletion of such provision causes this Agreement to become materially adverse to any party, in which event the parties shall use reasonable efforts to arrive at an accommodation which best preserves for the parties the benefits and obligations of the offending provision. 8.4 Notices. All notices provided for or permitted hereunder shall be made in writing by hand-delivery, registered or certified first-class mail, fax or reputable courier guaranteeing overnight delivery to the other party at the following addresses (or at such other address as shall be given in writing by any party to the others): If to the Company, to: OEP Imaging Corporation c/o One Equity Partners LLC 320 Park Avenue, 18th Floor New York, NY 10022 Attention: Chuck Auster Fax: (212) 277-1533 with a required copy to: Dechert Page 20 of 34 Pages 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 Attention: Carmen J. Romano, Esq. Fax: (215) 994-2222 If to Polaroid, to: Polaroid Corporation 784 Memorial Drive Cambridge, MA 02139 Attention: Neal Goldman, Esq. Fax: (781) 386-3924 with a required copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Rodney Square Wilmington, DE 19801 Attention: Gregg M. Galardi, Esq. Fax: (302) 651-3001 and a required copy to: Akin Gump Strauss Hauer & Feld, L.L.P. 590 Madison Avenue New York, NY 10022 Attention: Fred S. Hodara, Esq. Fax: (212) 872-1001 All such notices shall be deemed to have been duly given: when delivered by hand, if personally delivered; four Business Days after being deposited in the mail, postage prepaid, if mailed; when confirmation of transmission is received, if faxed; and on the next Business Day, if timely delivered to a reputable courier guaranteeing overnight delivery. 8.5 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law, except to the extent that Delaware law shall be mandatorily applicable. 8.6 Headings. The headings preceding the text of the sections and subsections of this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. 8.7 Counterparts. This Agreement may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Page 21 of 34 Pages 8.8 Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. 8.9 Remedies. In the event of a breach or a threatened breach by any party to this Agreement of its obligations under this Agreement, any party injured or to be injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. 8.10 Pronouns. Whenever the context may require, any pronouns used herein shall be deemed also to include the corresponding neuter, masculine or feminine forms. 8.11 Third Party Beneficiary. Until the confirmation of Polaroid's plan of reorganization or plan of liquidation under the Bankruptcy Code, the Official Committee of Unsecured Creditors of Polaroid appointed in connection with the current bankruptcy proceedings of Polaroid shall be deemed to be a third party beneficiary of this Agreement. [Signature Page Follows] Page 22 of 34 Pages IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OEP IMAGING CORPORATION By: /s/ Charles F. Auster -------------------------------------- Name: Charles F. Auster Title: President POLAROID CORPORATION By: /s/ William L. Flaherty ------------------------------------- Name: William L. Flaherty Title: Executive Vice President The undersigned is executing this Agreement solely for the purposes of indicating its agreement to Sections 7.1, 8.1 and 8.2, and for no other purpose: ONE EQUITY PARTNERS, LLC By: /s/ Charles F. Auster -------------------------------------------- Name: Charles F. Auster Title: Duly Authorized Signatory [Signature Page to Registration Rights Agreement] EX-99 3 stipamendregrights.txt Page 23 of 34 Pages EXHIBIT 6 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x - ---------------------------------------x In re: ) Chapter 11 ) PRIMARY PDC, INC. ) Case No. 01-10864 (PJW) (f/k/a Polaroid Corporation) ) et al., ) -- --- ) ) Jointly Administered Debtors. ) Related Documents: 2466 - ---------------------------------------x STIPULATED ORDER (A) AMENDING REGISTRATION RIGHTS AGREEMENT AND (B) RESOLVING CERTAIN RELATED MATTERS WHEREAS, on October 12, 2001 (the "Petition Date"), each of the above-captioned Debtors fled a voluntary petition in this Court for reorganization relief under chapter 11 of the Bankruptcy Code. Through the date of this Stipulated Order, the Debtors have managed and operated their businesses as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; and WHEREAS, on July 3, 2002, this Court entered the Order Authorizing and Approving (1) Asset Purchase Agreement (the "APA"), (2) Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, and Encumbrances (the "Sale") to OEP Imaging Corporation (n/k/a/ Polaroid Holding Company) ("New Polaroid"), (3) Assumption and Assignment to OEP Imaging Corporation of Certain Executory Contracts and Unexpired Leases, and (4) Certain Related Relief (the "Sale Order"). The Sale to New Polaroid closed on July 31, 2002; and WHEREAS, in connection with the Sale, Primary PDC, Inc. (f/k/a Polaroid Corporation), New Polaroid and One Equity Partners, LLC executed that certain Registration Rights Agreement, dated as of July 31, 2002 (the "Registration Rights Agreement"); and WHEREAS, on March 21, 2003, the Official Committee of Unsecured Creditors (the "Committee") and the Debtors jointly filed (i) the Second Amended Joint Plan of Reorganization of Primary PDC, Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors, dated March 21, 2003 (as the same may be modified, amended, supplemented, replaced, or otherwise filed in the Debtors' cases by any party, the "Proposed Plan") and (ii) the Disclosure Statement with Respect to Second Amended Joint Plan of Reorganization of Primary PDC, Inc. (f/k/a Polaroid Corporation) and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors, dated March 21, 2003 (as the same may be modified, amended, supplemented, replaced, or otherwise filed in the Debtors' cases by any party, the "Proposed Disclosure Statement"); and WHEREAS, the Debtors and the Committee filed a motion (the "2004 Motion"), dated March 28, 2003, seeking an order compelling certain discovery from New Polaroid pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure; and WHEREAS, this Court has scheduled a hearing for October 8, 2003 (as same may be adjourned) to consider the adequacy of the Proposed Disclosure Statement; and WHEREAS, the Debtors, the Committee, and New Polaroid desire to (a) amend the Registration Rights Agreement and (b) resolve (i) certain scheduling issues related thereto and (b) the issues raised, and relief requested, in the 2004 Motion. Page 24 of 34 Pages NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the parties hereto (through their respective undersigned attorneys) as follows: 1. New Polaroid shall deliver to the Debtors and the Committee, on or before September 9, 2003, the financial and other information (the "New Polaroid Information") that Polaroid believes is required for inclusion, with respect to New Polaroid and its common stock and preferred stock (collectively, the "Stock"), in a Registration Statement on Form 10 prepared in all material respects in conformity with the requirements of such Form and Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC") thereunder (collectively, the "Form 10 Regulations") to register the Stock under the Exchange Act. 2. The Debtors and the Committee shall withdraw the 2004 Motion prior to a hearing on the Proposed Disclosure Statement unless the Debtors or the Committee shall have provided a written notice to New Polaroid within five days after receipt of the New Polaroid Information that the Debtors and the Committee reasonably believe the New Polaroid information is inadequate. 3. From and after delivery of the New Polaroid Information pursuant to Paragraph 1 hereof, New Polaroid shall promptly deliver to the Debtors and the Committee any amendments to, or restatements of, the New Polaroid Information that New Polaroid may undertake in accordance with the Form 10 Regulations. 4. Upon receipt of the New Polaroid Information, the Debtors and the Committee shall promptly file with the Bankruptcy Court an amended Proposed Disclosure Statement that includes as an exhibit thereto the New Polaroid Information (as amended or restated pursuant to paragraph 3 hereof). 5. Thereafter, any Proposed Disclosure Statement(s) subsequently amended and/or filed with the Bankruptcy Court by the Debtors and the Committee shall similarly include as an exhibit thereto the New Polaroid Information (as amended or restated pursuant to paragraph 3 hereof). 6. New Polaroid hereby grants the Debtors and the Committee permission (a) to attach the New Polaroid Information (as amended or restated pursuant to paragraph 3 hereto or by order of this Court) as an exhibit to the Proposed Disclosure Statement under the terms and conditions set forth in this Stipulated Order and (b) to distribute the New Polaroid Information (as amended or restated pursuant to paragraph 3 hereof or by order of this Court) in connection with the solicitation of votes to approve or reject the Proposed Plan, provided, however, (1) that this Court shall first have entered an order that provides that New Polaroid shall be deemed, solely for the limited purpose of the provisions of Bankruptcy Code ss. 1125(e) and not for any other purpose, to be participating (solely with respect to, and to the limited extent of, its having provided (in order to fulfill its obligations under the APA) the New Polaroid Information to the Committee and the Debtors pursuant to the terms of this Stipulation for the latters' inclusion thereof in the Disclosure Statement) in the offer, issuance, sale, or purchase of a security, offered or sold under the Proposed Plan, of a newly organized successor to the Debtors under the Proposed Plan, (2) that the Debtors and the Committee shall each use their reasonable best efforts to ensure that (1) the Proposed Plan, as confirmed, includes a provision that, and (ii) the order of the Bankruptcy Court confirming the Proposed Plan includes a ruling that, pursuant to Bankruptcy Code ss. 1125(e), New Polaroid shall not be liable, on account of such participation, for violation of any applicable law, rule, or regulation governing the offer, issuance, sale, or purchase of securities, and (3) the Disclosure Statement shall expressly provide that New Polaroid is (i) not soliciting acceptances or rejections of the Proposed Plan, and (ii) other than providing the New Polaroid Information to the Debtors and the Committee in accordance with this Stipulation and the APA, is not otherwise participating in the offer, issuance, sale, or purchase of the Stock or other security offered or sold under the Proposed Plan. Page 25 of 34 Pages 7. New Polaroid (a) shall use its reasonable best efforts to file with the SEC a Registration Statement on Form 10 (the "Form 10") registering its Stock; pursuant to the Form 10 Regulations within two days after this Court shall have entered an order approving a Proposed Disclosure Statement, and (b) shall use its reasonable best efforts to cause the SEC to declare the Form 10 effective on or prior to the effective date of the Proposed Plan. 8. The Debtors and the Committee shall each use their reasonable best efforts to obtain a final and non-appealable from this Court that the New Polaroid Information to be provided or otherwise made available by New Polaroid hereunder shall be adequate and sufficient for all purposes and in full and complete satisfaction of any and all obligations or responsibilities (if any) that New Polaroid may have to provide information or documents in these Cases with respect to the Proposed Disclosure Statement and the issuance, offer, distribution, and/or sale of the Stock under the Proposed Plan (for purposes, and in satisfaction, of Bankruptcy Code ss. 1145, as provided in Section 7.05 of the APA, or otherwise). 9. Section 1.1 of the Registration Rights Agreement, entitled, Registration Rights; Certain Limitations, shall be amended as follows: Polaroid shall have registration rights with respect to the Registrable Securities as set forth in this Agreement. Notwithstanding any other provision of this Agreement to the contrary, however, (i) Polaroid shall not be entitled to request any Demand Registration (as hereinafter defined), and the Company shall not be obligated to prepare, file, or cause to become effective any registration statement in connection with any Demand Registration, involving any sale or other disposition of Registrable Securities other than the distribution by Polaroid of Registrable Securities to the creditors of Polaroid in connection with and as required by the plan of reorganization or plan of liquidation which is confirmed (in the form so confirmed, the "Confirmed Plan" in connection with the current bankruptcy proceedings of Polaroid (the "Distribution"), and (ii) Polaroid shall not be entitled to any registration rights with respect to the Registrable Securities (regardless of whether a Demand Registration shall have previously been requested), and the Company shall not be obligated to prepare, file or cause to become effective any registration statement in connection with any Demand Registration after (1) the tenth day following the date on which the Bankruptcy Court shall have entered the order contemplated by Section 7.05 of the Asset Purchase Agreement (the "Confirmation Order"), or, if later, the date on which the Confirmation Order is not, or is no longer, the subject of any stay pending appeal or other stay (the "Final Confirmation Date") and (2) the Company shall have filed a registration statement to register the Preferred Stock and the Common Stock pursuant to Section 12(g) of the Exchange Act (as hereinafter defined), and the registration statement has become effective under the Exchange Act. Without limiting the generality of clause (i) of the preceding sentence, Polaroid shall not be entitled to request a Demand Registration which contemplates a registration in which Registrable Securities are sold to an underwriter for reoffering to the public, and no such underwritten offering shall be made pursuant to any Demand Registration. Page 26 of 34 Pages 10. Sections 7.1 and 7.2 of the Registration Rights Agreement shall each be amended by deleting the phrase "the date Polaroid receives the Letter" in each such section and replacing such phrase in each instance with the following: "the Final Confirmation Date". 11. Except as specifically amended in Paragraphs 9 and 10 above, the terms and provisions of the Registration Rights Agreement shall continue and remain in full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms. All references in the Registration Rights Agreement (and in any other agreements, documents and instruments entered into in connection therewith) to the "Registration Rights Agreement" shall be deemed for all purposes to refer to the Registration Rights Agreement, as amended by Paragraphs 9 and 10 above. 12. This Stipulated Order may be executed in counterparts which, when take together, shall constitute the parties' entire agreement. 13. This Stipulated Order is subject to the approval of this Court. In the event that this Court fails to so order this Stipulated Order in its entirety, then this Stipulated Order shall be null and void and of no force and effect. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP By: ------------------------------------- Gregg M. Galardi (I.D. No. 2991) Mark L. Desgrosseilliers (I.D. No. 4083) One Rodney Square P.O. Box 636 Wilmington, Delaware 19899 (302) 651-3000 -- and -- SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) Eric Kaup 333 West Wacker Drive Chicago, Illinois 60606 (312) 407-0700 Counsel to the Debtors and Debtors In Possession AKIN GUMP STRAUSS HAUER & FELD LLP By: ------------------------------------- Fred S. Hodara Philip C. Dublin Nava Hazan 590 Madison Avenue New York, New York 10022 (212) 872-1000 Counsel to the Official Committee of Unsecured Creditors --------------------------------------------- Joel H. Levitin Stephen J. Gordon Dechert LLP Page 27 of 34 Pages STIPULATED ORDER (A) AMENDING REGISTRATION RIGHTS AGREEMENT AND (B) RESOLVING CERTAIN RELATED MATTERS 30 Rockefeller Plaza New York, NY 10112 (212) 698-3500 Counsel to Polaroid Holding Company f/k/a OEP Imaging Corporation Dated: Wilmington, Delaware SO ORDERED September 7, 2003 ------------------------------------- The Honorable Peter J. Walsh United States Bankruptcy Judge EX-99 4 stipplanadmin_042904.txt Page 28 of 34 Pages EXHIBIT 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - ---------------------------------------x In re: ) Chapter 11 ) PRIMARY PDC, INC. ) Case No. 01-10864 (PJW) (f/k/a Polaroid Corporation) ) et al., ) -- --- ) ) Jointly Administered Debtors. ) Related Documents: ) 3003 and 3782 and 4041 - ---------------------------------------x STIPULATED ORDER (A) RESOLVING MOTION OF THE PLAN ADMINISTRATOR TO COMPEL POLAROID HOLDING COMPANY TO COMPLY WITH THE STIPULATED ORDER DATED AS OF SEPTEMBER 3, 2003 AND (B) RESOLVING CERTAIN RELATED MATTERS WHEREAS, on October 12, 2001 (the "Petition Date"), each of the above-captioned debtors (collectively, the "Debtors") filed a voluntary petition in this Court for reorganization relief under chapter 11 of the Bankruptcy Code; and WHEREAS, on July 3, 2002, this Court entered the Order Authorizing and Approving (1) Asset Purchase Agreement (the "APA"), (2) Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, and Encumbrances (the "Sale") to OEP Imaging Corporation (n/k/a Polaroid Holding Company) ("New Polaroid"), (3) Assumption and Assignment to OEP Imaging Corporation of Certain Executory Contracts and Unexpired Leases, and (4) Certain Related Relief (the "Sale Order"). Pursuant to the Sale (which closed on July 31, 2002) New Polaroid acquired substantially all the assets (collectively, the "Acquired Assets") of the Debtors; and WHEREAS, as partial consideration for its purchase of the Acquired Assets, New Polaroid delivered to the Debtors' estates shares of common and prefaced stock of New Polaroid, which shares represented 35% of the outstanding capital stock of New Polaroid at the time of the completion of the Sale. Specifically, New Polaroid issued common stock, par value $0.001 per share (the "Common Stock"), and Series A 8.0% Cumulative Compounding Preferred Stock, par value $0.001 per share (the "Preferred Stock," and together with the Common Stock, the "Stock"); and WHEREAS, in connection with the Sale, Primary PDC, Inc. (f/k/a Polaroid Corporation) ("Primary PDC"), New Polaroid, and One Equity Partners, LLC executed that certain Registration Rights Agreement, dated as of July 31, 2002 (the "Registration Rights Agreement"); and WHEREAS, by Order dated October 4, 2002, this Court approved the retention of Wind Down Associates LLC as plan administrator (the "Plan Administrator") in the Debtors' Chapter 11 cases; and WHEREAS, the Debtors and the committee of unsecured creditors appointed in the Debtors' chapter 11 cases (the "Committee") filed a motion (the "2004 Motion"), dated March 28, 2003, seeking an order compelling certain discovery from New Polaroid pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure; and WHEREAS, in order to consensually resolve the 2004 Motion and certain related issues concerning the Registration Rights Agreement, New Polaroid, the Committee, and the Debtors ended into that certain Stipulated Order (A) Amending Registration Rights Agreement and (b) Resolving Certain Matters, which was so ordered by this Court on September 3, 2003 (the "Stipulated Order"); and Page 29 of 34 Pages WHEREAS, paragraph 7 of the Stipulated Order provided, among other things, that New Polaroid "shall use its reasonable best efforts" to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form 10 (the "Form 10") registering its Stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated by the SEC thereunder (collectively, the "Form 10 Regulations") "within two days after this Court shall have entered an order approving a Proposed Disclosure Statement, and ... shall use its reasonable best efforts to cause the SEC to declare the Form 10 effective on or prior to the effective date" of the Debtors' proposed plan of reorganization; and WHEREAS, by order dated October 8, 2003, this Court approved the Disclosure Statement with Respect to Third Amended Joint Plan of Reorganization of Primary PDC, Inc. (f/k/a Polaroid Corporation, Inc.) and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors (the "Disclosure Statement"); and WHEREAS, by order dated November 18, 2003, this Court confirmed the Third Amended Joint Plan of Reorganization of Primary PDC, Inc. (f/k/a Polaroid Corporation, Inc.) and its Debtor Subsidiaries and the Official Committee of Unsecured Creditors (the "Plan"), and the Plan became effective on December 17, 2003; and ---- WHEREAS, the Plan provides, among other things, that the Stock currently held by Primary PDC would (subject to appropriate reserves) be distributed to the Holders of Allowed Class 3 General Unsecured Claims on a Pro Rata basis, as all such terms are defined in the Plan (the "Stock Distribution"); and WHEREAS, KPMG, LLC ("KPMG") served as the Debtors' auditors and currently also serves as New Polaroid's auditor; and WHEREAS, Item 13 of the Form 10 Regulations calls for a registrant to furnish, as required under Rule 3-02 of Regulation S-X, "audited statements of income and cash flows for each of the three fiscal years preceding the date of the most recent audited balance sheet being filed, or such shorter period as the registrant (including predecessors) has been in existence;" and WHEREAS, an audit report with regard to the consolidated financial statements of Primary PDC for the year ended December 31, 2001 is unavailable, as a result of which, New Polaroid does not currently have available all the financial information required to file a Form 10 that complies with applicable securities regulations (including Rule 3-02 of Regulation S-X); and WHEREAS, because the audit report referred to in the immediately preceding paragraph is unavailable, New Polaroid formally requested that the SEC waive the requirement described above of including Primary PDC's financial statements for periods prior to August 1, 2002 in New Polaroid's proposed Form 10, which request was denied by the SEC; and WHEREAS, in the Motion of the Plan Administrator to Compel Polaroid Holding Company to Comply with the Stipulated Order dated as of September 3, 2003, dated February 2, 2004 (the "Form 10 Motion"), the Plan Administrator seeks to compel New Polaroid to file the Form 10 with the SEC, or alternatively, to make publicly available certain other information regarding its financial and operational results; and WHEREAS, the Plate Administrator has informed New Polaroid of its intention to make the Stock Distribution no later than March 31, 2004; and WHEREAS, the Plan Administrator has agreed, in accordance with the terms and subject to the conditions set forth herein, to delay the Stock Distribution until on or after April 15, 2004; and Page 30 of 34 Pages WHEREAS, the Plan Administrator and New Polaroid desire to resolve (a) the issues raised, and relief requested, in the Form 10 Motion and (b) certain related issues concerning the Stipulated Order and the Stock Distribution. NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the parties hereto (through their respective undersigned attorneys) as follows: 1. If, at the time that the Stock Distribution is first made by the Plan Administrator (and provided that the condition set forth in paragraph 5 hereof has been satisfied) New Polaroid has not commenced filing periodic reports pursuant to section 13(a) of the Exchange Act (including, for this purpose, a Form 10 registration statement under section 12(g) of the Exchange Act), then New Polaroid shall either file with the SEC or post on its website (the decision whether to (i) file the New Polaroid Information (as such term is defined below) with the SEC or (ii) post it on New Polaroid's website being at Now Polaroid's sole discretion) information consisting of the following: (a)Financial and other information sufficient as of the date of such filing or posting (as applicable) to meet the requirements under Rule l5c2-11 under the Exchange Act, it being understood that such financial information shall include financial statements of New Polaroid commencing August 1, 2002 and an income statement for Primary PDC for the seven months ended July 31, 2002, but shall not include any other financial or income statements of Primary PDC; and (b) a discussion and analysis of such financial information similar in scope and content to a "Management's Discussion and Analysis of Financial Condition and Results of Operations" required by Regulation S-K under the Exchange Act, 2. Assuming that the condition set forth in paragraph 5 hereof has been satisfied, and further assuming that New Polaroid has not yet commenced filing periodic reports pursuant to Section 13(a) of the Exchange Act, New Polaroid shall thereafter update the information referred to in paragraph l hereof on a quarterly basis within 45 days following the end of each subsequent fiscal quarter. The information as posted or filed (as applicable) by New Polaroid pursuant to paragraphs 1 and 2 hereof shall herein collectively be referred to as the "New Polaroid Information." 3. Once New Polaroid has commenced filing periodic reports under Section 13(a) of the Exchange Act, its obligations under paragraphs 1 and 2 hereof shall terminate. 4. In consideration for New Polaroid's agreeing to file or post (as applicable) the New Polaroid Information in the time and manner and subject to the conditions set forth in paragraphs 1 and 2 hereof, the Plan Administrator hereby agrees to delay the Stock Distribution until on or after April 15, 2084. The decision of whether to make the Stock Distribution on April 15, 2004 or at a point in time thereafter shall be at Primary PDC's sole discretion (provided that the Stock Distribution shall not occur at any time prior to April 15, 2004). 5. New Polaroid's obligation to file or post (as applicable) the New Polaroid Information as described in paragraphs 1 and 2 hereof shall be subject in all events to the condition that KPMG shall have issue its opinion (the "Audit Opinion") regarding the audit of the financial statements of Primary PDC for the seven (7) months ended July 31, 2002. Any provision contained herein to the contrary notwithstanding, in no event shall the failure on the part of KPMG to issue the Audit Opinion in accordance with this paragraph limit or restrict the right of the Plan Administrator to make the Stock Distribution on or after April 15, 2004. Page 31 of 34 Pages 6. New Polaroid shall continue to cooperate in good faith in connection with the Stock Distribution. More specifically, provided that Pricey PDC first provides the necessary information to New Polaroid, New Polaroid shall provide such notices with respect to the Stock Distribution to American Stock Transfer & Trust Company, and U.S. Bank, Depository Trust and Transfer Company, as Primary PDC shall reasonably request in order that the Stock Distribution be made in a timely manner on or after April 15, 2004. 7. At the request of New Polaroid, the Plan Administrator, on behalf of Primary PDC, shall file a Form 15 statement(s) for the purpose of deregistering the Old Common Stock, any Old Stock Options, and/or any other share certificates (including treasury stock) or other instruments evidencing any Interests (all such terms are defined in the Plan) under Section 12(g) of the Exchange Act. 8. This Order shall be deemed an amendment to, and shall supersede in all relevant respects, the Stipulated Order, including, without limitation, paragraph 7 thereof. 9. Without limiting the generality of the foregoing paragraph, New Polaroid's filing or posting (as applicable) of the New Polaroid Information in the time and manner provided in paragraphs 1 and 2 hereof shall constitute full satisfaction of its obligations under paragraph 7 of the Stipulated Order. Accordingly, the Plan Administrator shall withdraw the Form 10 Motion within five days after New Polaroid posts or files (as applicable) the information set forth in paragraph 1 hereof, and assuming that New Polaroid (a) satisfies its obligation set forth in paragraph 2 hereof to update the New Polaroid Information on a quarterly basis and (b) otherwise complies in all material respects with the terms of paragraph 6 hereof, will not thereafter request or file any motion or application to compel New Polaroid to provide any other or additional information or other materials in connection with the Stock or the Stock Distribution. 10. In filing with the SEC or posting on its website (as applicable) the New Polaroid Information described in paragraphs 1 and 2 hereof, New Polaroid is hereby deemed, solely for the limited purpose of the provisions of Bankruptcy Code ss. 1125(e) and not for any other purpose, to be participating (solely with respect to the Stock and the Stock Distribution) in the offer, issuance, sale, or purchase of a security, offered or sold under the Plan, of a newly organized successor to the Debtors under the Plan, such that, pursuant to Bankruptcy Code ss. 1125(c), New Polaroid shall not be liable to any person, an account of such participation, for violation of any applicable law, rule, or regulation governing the offer, issuance, sale, or purchase of securities based upon, or in any way related to, the New Polaroid Information or the posting or the filing (as applicable) thereof, or otherwise is connection with the Stock or the Stock Distribution, 11. Nothing contained in this Order is intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Without limiting the generality of the foregoing sentence, no party-in-interest in the Debtors' Chapter 11 cases other than the parties hereto shall have any rights and/or remedies hereunder. 12. This Stipulated Order may be executed in counterparts which, when taken together, shall constitute the parties' entire agreement. Page 32 of 34 Pages 13. This Stipulated Order is subject to the approval of this Court. In the event that this Court fails to so order this Stipulated Order in its entirety, then this Stipulated Order shall be null and void and of no force and effect. WIND DOWN ASSOCIATES, LLC, as Plan Administrator By: AKIN GUMP STRAUSS HAUER & FELD LLP By: ---------------------------------------- Fred S. Hodara Philip C. Dublin Nava Hazan 590 Madison Avenue New York, New York 10022 (212) 872-1000 Special Legal Counsel to the Plan Administrator POLAROID HOLDING COMPANY By: DECHERT LLP ---------------------------------------- Joel H. Levitin Stephen J. Gordon 30 Rockefeller Plaza New York, NY 10112 (212) 698-3500 Counsel to Polaroid Holding Company f/k/a OEP Imaging Corporation Dated: Wilmington, Delaware SO ORDERED ______________, 2004 ------------------------------------- The Honorable Peter J. Walsh United States Bankruptcy Judge EX-99 5 exhibit8-execofficers_042904.txt Page 33 of 34 Pages EXHIBIT 8 --------- Executive Officers and Directors of Primary PDC, Inc. ----------------------------------------------------- Officer Director ------- -------- Mark S. Stickel Mark S. Stickel President and Secretary Managing Directors of Wind Down Associates LLC --------------------------- Anthony H. N. Schnelling Mark S. Stickel Carl Young III Dean Vomero EX-99 6 exhibit9-jointfilingagmt.txt Page 34 of 34 Pages EXHIBIT 9 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D with respect to the Common Stock of Polaroid Holding Company, dated as of May 6, 2004, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Dated: May 6, 2004 PRIMARY PDC, INC. By: /s/ Mark S. Stickel ---------------------------------------- Name: Mark S. Stickel Title: President Dated: May 6, 2004 WIND DOWN ASSOCIATES LLC By: /s/ Mark S. Stickel ---------------------------------------- Name: Mark S. Stickel Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----