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                                                                 EXHIBIT 10.2(c)

                                                                  EXECUTION COPY




To:      Polaroid Holding Corporation (the "OBLIGORS' AGENT")
         1265 Main Street
         Waltham,
         Massachusetts 02451

Attn:    Treasurer

                                                               22 September 2004

                       SEVENTH WAIVER AND AMENDMENT LETTER

Ladies and Gentlemen:

1        The Obligors' Agent, Polaroid Corporation (formerly known as OEP
         Imaging Operating Corporation) ("POLAROID"), Polaroid Holding
         Corporation (formerly known as OEP Imaging Corporation), 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, a second
         waiver and amendment letter dated March, 2003, a third waiver and
         amendment letter dated April, 2003, a fourth waiver letter - in two
         parts, both dated May, 2003, a fifth waiver and amendment letter dated
         August 5, 2003, and a sixth waiver and amendment letter dated 14
         November 2003 (the "SIXTH AMENDMENT LETTER"), 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 has requested an amendment to the Credit Agreement, more
         specifically an amendment to Section 5.2 (MINIMUM EBITDA) to reflect a
         revised minimum covenant for the 3rd and 4th Fiscal Quarters of 2004
         and for the 1st Fiscal Quarter of 2005.

4        The Requisite Lenders have delivered their approvals of the requested
         amendment to Section 5.2 (MINIMUM EBITDA) set forth below.


5        On our own behalf and on behalf of each of the other Lenders, we agree
         that Section 5.2 (MINIMUM EBITDA) of the Credit Agreement shall be
         amended by

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         deleting the table therein in its entirety and replacing it with the
         following table, setting forth the requirements for minimum EBITDA for
         the periods described therein:

<TABLE>
<CAPTION>
         -----------------------------------------------------
              FISCAL QUARTER                    MINIMUM EBITDA
         -----------------------------------------------------
         <S>                                    <C>
         3rd Fiscal Quarter 2002                  not tested
         -----------------------------------------------------
         4th Fiscal Quarter 2002                  not tested
         -----------------------------------------------------
         1st Fiscal Quarter 2003                  not tested
         -----------------------------------------------------
         2nd Fiscal Quarter 2003                 $10,000,000
         -----------------------------------------------------
         3rd Fiscal Quarter 2003                 $20,000,000
         -----------------------------------------------------
         4th Fiscal Quarter 2003                 $40,000,000
         -----------------------------------------------------
         1st Fiscal Quarter 2004                 $44,000,000
         -----------------------------------------------------
         2nd Fiscal Quarter 2004                 $49,000,000
         -----------------------------------------------------
         3rd Fiscal Quarter 2004                 $38,000,000
         -----------------------------------------------------
         4th Fiscal Quarter 2004                 $12,500,000
         -----------------------------------------------------
         1st Fiscal Quarter 2005                  $2,500,000
         -----------------------------------------------------
         2nd Fiscal Quarter 2005                 $53,000,000
         -----------------------------------------------------
</TABLE>

6        The Requisite Lenders have required the following amendment to be made
         to the Credit Agreement:

         6.1      the definition of "AVAILABLE DISCRETIONARY BASKET AMOUNT" in
                  Section 1.1 (DEFINED TERMS) of the Credit Agreement shall be
                  amended and restated in its entirety as follows:

                  "AVAILABLE DISCRETIONARY BASKET AMOUNT" means, as of any date
                  of determination, an amount equal to (a) the Discretionary
                  Basket Amount minus (b) the aggregate amount of any (i)
                  Permitted Acquisitions/Investments, (ii) Additional IDP
                  Venture Expenditures and (iii) Additional Capital
                  Expenditures, which in each case have been designated in
                  writing to the Administrative Agents as being made out of the
                  Discretionary Basket Amount.

         6.2      the definition of "PERMITTED STOCK REDEMPTIONS" in Section 1.1
                  (DEFINED TERMS) of the Credit Agreement shall be deleted in
                  its entirety;

         6.3      the definition of "FIXED CHARGES" in Section 1.1 (DEFINED
                  TERMS) of the Credit Agreement shall be amended and restated
                  in its entirety as follows:

                  "FIXED CHARGES" means, for any Person for any period, the sum
                  of (a) the Cash Interest Expense of such Person for such
                  period, (b) the principal amount of Financial Covenant Debt of
                  such Person and each of its Subsidiaries determined on a
                  consolidated basis in conformity with GAAP having a scheduled
                  due date during such period and (c) all cash


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                  dividends payable by such Person and its Subsidiaries on Stock
                  in respect of such period to Persons other than such Person
                  and its Subsidiaries.

         6.4      the definition of "TANGIBLE NET WORTH" in Section 1.1 (DEFINED
                  TERMS) of the Credit Agreement shall be amended by deleting
                  the following at the end of the definition:

                  ", and including in the determination of Total Assets of such
                  Person at such date, any actual amount or liability recorded
                  by such Person in conformity with GAAP that is related to the
                  Permitted Stock Redemptions under this Agreement".

         6.5      paragraph (b) of Section 8.5 (RESTRICTED PAYMENTS) shall be
                  deleted in its entirety and replaced with the following:

                  "(b)     [Intentionally Blank];".

         6.6      paragraph (g) of Section 8.5 (RESTRICTED PAYMENTS) shall be
                  deleted in its entirety and replaced with the following:

                  "(g)     [Intentionally Blank];".

7        In accordance with Section 11.1 (AMENDMENTS, WAIVERS, ETC.) of the
         Credit Agreement, on our own behalf and on behalf of each of the other
         Lenders, we agree that the amendments requested above shall take effect
         from and after:

         7.1      such time as the Requisite Lenders have delivered their
                  approvals thereof; and

         7.2      the receipt of an amendment fee (the "AMENDMENT FEE") payable
                  to each Lender of 20 basis points on the amount of such
                  Lender's outstanding Commitments under the Credit Agreement.

         For the avoidance of doubt:

         (a)      with regards to the calculation of Tangible Net Worth as it
                  relates to the requirement under Section 5.3 (MAINTENANCE OF
                  TANGIBLE NET WORTH) of the Credit Agreement, the calculation
                  shall allow for the add-back of Permitted Stock Redemptions
                  (as defined in the Sixth Amendment Letter) completed prior to
                  the effective date of this Letter; and

         (b)      with regards to the calculation of Available Discretionary
                  Basket Amount as it relates to the requirement contained in
                  the definition of "AVAILABLE DISCRETIONARY BASKET AMOUNT"
                  under Section 1.1 (DEFINED TERMS) of the Credit Agreement, the
                  calculation shall allow for the deduction of Permitted Stock
                  Redemptions (as defined in the Sixth Amendment Letter)
                  completed prior to the effective date of this Letter.


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8        The Obligors' Agent, on behalf of itself and each of the other Loan
         Parties, hereby certifies, after careful consideration, that the
         following statements are true on the date hereof:

         8.1      the representations and warranties set forth in Sections 4.1,
                  4.2, 4.5, 4.7 (save for such litigation as more particularly
                  set out in the Schedule attached hereto), 4.8, 4.9, 4.10,
                  4.11(b), 4.11(d), 4.12, 4.14, 4.15(a), 4.15(b), 4.16(c),
                  4.16(d), 4.17(a), 4.17(b) and 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

         8.2      no Default or Event of Default has occurred and is continuing
                  on the date hereof.

9        The Obligors' Agent, on behalf of itself and each of the other Loan
         Parties, confirms its agreement to the above amendments and that the
         Loan Parties' obligations under the Loan Documents to which they are
         parties remain in full force and effect notwithstanding the making of
         such amendments.

10       The Obligors' Agent confirms that in entering into this Letter it is
         acting on its own behalf and as Obligors' Agent for the other Loan
         Parties under Section 11.19(b) (US OBLIGORS' AGENT) and Section
         11.19(a) (FOREIGN OBLIGORS' AGENT) of the Credit Agreement.

11       Save as amended or 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.

12       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.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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13       This Letter and the rights and obligations of the parties hereto shall
         be is governed by, and construed and interpreted in accordance with,
         the law of the State of New York.

Yours faithfully



/s/ Keith R. Gerding                          /s/ Charles Hodgson
--------------------                          -------------------------------
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




/s/ Keith R. Gerding                          /s/ Richard Levenson
--------------------                          -------------------------------
For and on behalf of                          For and on behalf of
CITIBANK, N.A.                                BANK OF AMERICA, N.A.
as Lender                                     as Lender




/s/ William Welsh                             /s/ John Halloway
--------------------------------------        -------------------------------
For and on behalf of                          For and on behalf of
NATIONAL CITY COMMERCIAL FINANCE, INC.        UPS CAPITAL CORPORATION
as Lender                                     as Lender
now known as
National City Business Credit, Inc.



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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/ Sean Lannan, VP, Treasurer

---------------------------------
For and on behalf of
POLAROID HOLDING CORPORATION
(acting on its own behalf and as Obligors' Agent
on behalf of each other Loan Party at the date hereof)


Date:  Sep. 22, 2004
     ----------------


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