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                                                                 Exhibit 10.2(b)


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

Attn:   Treasurer

                                                                14 November 2003

                        SIXTH 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, and a fifth waiver and amendment letter dated August 5,
        2003, and as may be amended, restated or supplemented from time to time,
        collectively the "CREDIT AGREEMENT"). Pursuant to the terms of the
        Credit Agreement, the Polaroid Group entered into certain security
        arrangements in favour of the Collateral Agent on its own behalf and on
        behalf of each of the other Lenders.

2       Unless otherwise defined in this Letter, terms and expressions defined
        in (including by reference to another document) the Credit Agreement
        shall have the same meanings when used in this Letter.

3       Polaroid has requested certain amendments to the Credit Agreement, INTER
        ALIA, to:

        3.1     create a $100,000,000 discretionary basket that Polaroid may use
                for

                3.1.1   acquisitions or other equity investments, including
                        without limitation, investments in joint ventures;

                3.1.2   additional Capital Expenditures or IDP Venture
                        Expenditures; or

                3.1.3   the redemption of preferred stock;

        3.2     reduce the frequency of delivering Borrowing Base Certificates,
                to the extent and only to the extent that Excess Availability
                remains above $25,000,000;

        3.3     make certain adjustments to the pricing grids for loans under
                the Revolving Credit Facilities;

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        3.4     revise the frequency of delivering reports of new Leases and
                delivering statutory accounts for Foreign Subsidiaries;

        3.5     amend the definitions of each of "Available Credit" and "Excess
                Availability" to clarify that Available Cash is included in the
                calculation thereof;

        3.6     amend the final date in the tables for Sections 5.6 (MAXIMUM IDP
                VENTURE EXPENDITURE) and 5.7 (CAPITAL EXPENDITURES) to coincide
                with the termination of the Facilities; and

        3.7     amend the definition of "Tangible Net Worth" to allow for
                amounts of any permitted redemption of preferred stock.

4       On our own behalf and on behalf of each of the other Lenders, we set out
        the following amendments to be made to the Credit Agreement:

        4.1     The following definitions shall be inserted in the correct
                alphabetical order in Section 1.1 (DEFINED TERMS) of the Credit
                Agreement:

                "ACQUISITION CONSIDERATION" means, in relation to Acquisition
                Assets, the equivalent in Dollars of the aggregate of the
                consideration (including any non-cash consideration and all
                costs and expenses incurred in connection therewith) paid and
                payable (whether contingent or otherwise) and the gross
                liabilities in respect of Indebtedness assumed or to be assumed
                or refinanced or which remain subsisting in respect of such
                Acquisition Assets following their acquisition.

                "ADDITIONAL CAPITAL EXPENDITURES" means, at any time and from
                time to time, Capital Expenditures:

                (a)     which are designated in writing to the Administrative
                        Agents by any member of the Group as being in addition
                        to the amount of Capital Expenditures otherwise
                        permitted under Section 5.7 (CAPITAL EXPENDITURES); and

                (b)     as to which the Administrative Agents have received, at
                        least 5 Business Days prior to any such Additional
                        Capital Expenditure being made, a certificate signed by
                        the chief financial officer of the Company demonstrating
                        that such Additional Capital Expenditure will be funded
                        from the utilisation of surplus cash on the consolidated
                        balance sheet of the Group (i.e. not from any Loans).

                "ADDITIONAL IDP VENTURE EXPENDITURES" means, at any time and
                from time to time, IDP Venture Expenditures:

                (a)     which are designated in writing to the Administrative
                        Agents by any member of the Group as being in addition
                        to the amount of IDP Venture Expenditures otherwise
                        permitted under Section 5.6 (MAXIMUM IDP VENTURE
                        EXPENDITURE); and

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                (b)     as to which the Administrative Agents have received, at
                        least 5 Business Days prior to any such Additional IDP
                        Venture Expenditure being made, a certificate signed by
                        the chief financial officer of the Company demonstrating
                        that such Additional IDP Venture Expenditure will be
                        funded from the utilisation of surplus cash on the
                        consolidated balance sheet of the Group (i.e. not from
                        any Loans).

                "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, (iii) Additional Capital Expenditures and (iv)
                Permitted Stock Redemptions, which in each case have been
                designated in writing to the Administrative Agents as being made
                out of the Discretionary Basket Amount.

                "DISCRETIONARY BASKET AMOUNT" means $100,000,000 (or its
                equivalent in other currencies).

                "JOINT VENTURE" means any joint venture entity, whether a
                company, unincorporated firm, undertaking, association, joint
                venture or partnership or any other entity.

                "PERMITTED ACQUISITIONS/INVESTMENTS" means the acquisition or
                investment by a member of the Group of any company or in a
                business (whether by way of shares or assets and including
                investments in Permitted Joint Ventures) ("ACQUISITION ASSETS")
                which carries on a business which is similar or related to the
                business of the Group carried on as of the Closing Date where:

                (a)     the aggregate of the Acquisition Consideration in
                        respect of Acquisition Assets is not at any time, when
                        aggregated with all other Acquisition Consideration,
                        greater than the Available Discretionary Basket Amount;
                        and

                (b)     the cash element of any proposed Acquisition
                        Consideration is provided by further equity
                        contributions by the Original Investors or the
                        utilisation of surplus cash on the consolidated balance
                        sheet of the Group (i.e. not from any Loans); and

                (c)     the proposed Acquisition Assets, for the period of the
                        twelve months prior to the date of their acquisition,
                        had EBITDA (utilising the definition of EBITDA) which
                        was:

                        (1)     positive; or

                        (2)     negative, but if negative, then notwithstanding
                                anything to the contrary in this Agreement the
                                negative EBITDA in respect of such Acquisition
                                Assets (when aggregated with the negative EBITDA
                                in respect of other Acquisition Assets which had

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                                negative EBITDA on the date of acquisition
                                thereof) shall not exceed $25,000,000.

                The Company shall notify the Administrative Agents of the amount
                of such EBITDA and aggregate EBITDA by a certificate signed by
                the chief executive officer and a financial officer of the
                Company and supported by such evidence as the Administrative
                Agents may reasonably request;

                PROVIDED THAT, with respect to each of the foregoing paragraphs
                (a) through (c):

                (i)     at least 5 Business Days prior to entering into any
                        acquisition or investment (including Permitted Joint
                        Ventures) for which the Acquisition Consideration is
                        greater than $25,000,000 (or its equivalent in other
                        currencies), the Administrative Agents shall have
                        received from the Company revised financial projections,
                        reflecting the proposed Acquisition Assets therein which
                        demonstrate that on a PRO FORMA basis for the 12 months
                        following the completion of the acquisition none of the
                        financial covenants in Article V (FINANCIAL COVENANTS)
                        will be breached prior to the Revolving Credit
                        Termination Date and that no Default or Event of Default
                        will arise under Section 9.1 (EVENTS OF DEFAULT),
                        accompanied by a certificate signed by the chief
                        executive officer and a financial officer of the Company
                        (x) confirming that they believe that the assumptions
                        (upon which the forecasts and projections in such
                        revised financial projections are based) taken as a
                        whole, and those forecasts and projections, are fair and
                        reasonable and confirming that, in making those
                        assumptions and forming those forecasts and projections
                        the Company has taken full and proper account of all
                        contingent liabilities relating to the Acquisition
                        Assets to be acquired pursuant to the proposed
                        acquisition and the Company has, where it is considered
                        that such contingent liabilities may become actual
                        liabilities, attributed a proper amount to such
                        contingent liabilities in forming those forecasts and
                        projections and (y) certifying that at all times during
                        the following 12 months the completion of the
                        acquisition would not lead to there being less than
                        $25,000,000 of Available Credit;

                (ii)    at least 5 Business Days prior to entering into any
                        acquisition or investment (including Permitted Joint
                        Ventures) for which the Acquisition Consideration is
                        greater than $25,000,000 (or its equivalent in other
                        currencies) there has been provided to the
                        Administrative Agents copies of all accountants',
                        environmental and other reports obtained by any member
                        of the Group in respect of such Acquisition Assets;

                (iii)   in respect of any acquisition for which the Acquisition
                        Consideration is $25,000,000 (or its equivalent in other
                        currencies) or less, the Company certifies that (x) no
                        Default or Event of Default will arise under Section 9.1
                        (EVENTS OF DEFAULT) as a result of the proposed

                                        4
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                        acquisition of the Acquisition Assets and (y) at all
                        times during the following 12 months the completion of
                        the acquisition would not lead to there being less than
                        $25,000,000 of Available Credit; and

                (iv)    at least 5 Business Days prior to entering into any
                        acquisition or investment (including Permitted Joint
                        Ventures) the Company shall deliver to the
                        Administrative Agents a certificate signed by the chief
                        financial officer of the Company demonstrating that such
                        acquisition or investment will be funded from further
                        equity contributions by the Original Investors or the
                        utilisation of surplus cash on the consolidated balance
                        sheet of the Group (i.e. not from any Loans).

                "PERMITTED JOINT VENTURE" means investments in any Joint Venture
                or similar arrangement subsisting with any person (which is not
                an Affiliate), PROVIDED THAT (i) each Joint Venture is in a
                business which is similar or related to the business of the
                Group carried on as of the Closing Date, (ii) each Joint Venture
                entity is incorporated with limited liability and there is no
                recourse to a member of the Group other than for the relevant
                investment permitted in accordance with this definition, (iii)
                the interest of the relevant member of the Group in each Joint
                Venture entity constitutes not less than 20% or more than 50% of
                the total interests therein, (iv) the relevant member of the
                Group has management control over each Joint Venture entity and
                (v) the Administrative Agents are provided with a copy of the
                Joint Venture agreement and evidence satisfactory to it (acting
                reasonably) as to the proposed investment amount.

                "PERMITTED STOCK REDEMPTIONS" means, in respect of the preferred
                stock of the Company described in paragraph (a) of Clause 4.3
                (OWNERSHIP OF LOAN PARTIES AND SUBSIDIARIES), one or more
                redemptions of or the distribution or payment of any dividends
                to the shareholders of such preferred stock, PROVIDED that:

                (a)     any such redemption or payment has been designated in
                        advance in writing to the Administrative Agents by the
                        Company or the Obligor's Agent; and

                (b)     at least 5 Business Days prior to making any such
                        redemption or payment the Company shall deliver to the
                        Administrative Agents a certificate signed by the chief
                        executive officer and a financial officer of the Company
                        demonstrating that such redemption or payment will be
                        funded from the utilisation of surplus cash on the
                        consolidated balance sheet of the Group (i.e. not from
                        any Loans).

        4.2     The definition of "Available Cash" in Section 1.1 (DEFINED
                TERMS) of the Credit Agreement shall be amended and restated in
                its entirety as follows:

                "AVAILABLE CASH" means, at any time and from time to time, an
                amount equal to 100% of the unrestricted cash and Cash
                Equivalents of the Group which are either (a) pledged to the
                relevant Administrative Agent pursuant to the Collateral
                Documents or (b) on deposit in an account maintained with either
                of the Administrative Agents.

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        4.3     The definition of "Available Credit" in Section 1.1 (DEFINED
                TERMS) of the Credit Agreement shall be amended and restated in
                its entirety as follows:

                "AVAILABLE CREDIT" means, on any date of determination, the sum
                of (a) the US Available Credit at such time, PLUS (b) the
                Foreign Available Credit at such time, PLUS (c) the Available
                Cash at such time.

        4.4     The definition of "Excess Availability" in Section 1.1 (DEFINED
                TERMS) of the Credit Agreement shall be amended and restated in
                its entirety as follows:

                "EXCESS AVAILABILITY" means, on any date of determination and
                without double counting, the sum of (a) the Total Availability
                of the Group at such time (but not to exceed the aggregate
                Revolving Credit Commitments at such time), PLUS (b) the
                Available Cash at such time, LESS (c) the US Revolving Credit
                Outstandings at such time, LESS (d) the Foreign Revolving Credit
                Outstandings at such time.

        4.5     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 dividends payable by such Person
                and its Subsidiaries on Stock (other than a dividend qualifying
                as a Permitted Stock Redemption) in respect of such period to
                Persons other than such Person and its Subsidiaries.

        4.6     The definition of "APPLICABLE MARGIN" in Section 1.1 (DEFINED
                TERMS) of the Credit Agreement shall be amended by inserting the
                following table in the place of the tables set forth for each of
                paragraphs (a) and (b) thereof:

<Table>
<Caption>
                                                                              BASE RATE           EUROCURRENCY
                                   LEVERAGE RATIO                               LOANS              RATE LOANS
                   -------------------------------------------------------------------------------------------
                   <S>                                                          <C>                   <C>
                   Greater than or equal to 1.50 to 1                           2.50%                 3.50%
                   Less  than  1.50  to 1  and  equal  to  or
                   greater than 1.25 to 1                                       2.25%                 3.25%
                   Less  than  1.25  to 1  and  equal  to  or
                   greater than 1.00 to 1                                       2.00%                 3.00%
                   Less than 1.00 to 1                                          1.25%                 2.25%
</Table>

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<Page>

        4.7     The definition of "UNUSED COMMITMENT FEE RATE" in Section 1.1
                (DEFINED TERMS) of the Credit Agreement shall be amended by
                inserting the following table in the place of the table set
                forth therein:

<Table>
<Caption>
                                                                    UNUSED COMMITMENT
                                   LEVERAGE RATIO                         FEE
                   -------------------------------------------------------------------
                   <S>                                                    <C>
                   Greater than or equal to 1.00 to 1                     0.50%
                   Less than 1.00 to 1                                    0.25%
</Table>

        4.8     The definition of "TANGIBLE NET WORTH" in Section 1.1 (DEFINED
                TERMS) of the Credit Agreement shall be amended by inserting the
                following at the end of the definition after the word "GAAP":

                ", 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".

        4.9     Section 5.6 (MAXIMUM IDP VENTURE EXPENDITURE) of the Credit
                Agreement shall be amended by:

                4.9.1   deleting the reference to the date "August 31, 2005" in
                        the final row of the table and inserting the date "July
                        31, 2005" in its place; and

                4.9.2   deleting the proviso at the end thereof and inserting in
                        its place the following proviso:

                        "PROVIDED, HOWEVER, that in addition to the maximum IDP
                        Venture Expenditures set forth above, the Group shall be
                        permitted to make Additional IDP Venture Expenditures
                        from time to time not to exceed the Available
                        Discretionary Basket Amount at such time."

        4.10    Section 5.7 (CAPITAL EXPENDITURES) of the Credit Agreement shall
                be amended by:

                4.10.1  deleting the reference to the date "August 31, 2005" in
                        the final row of the table and inserting the date "July
                        31, 2005" in its place; and

                4.10.2  deleting the proviso at the end thereof and inserting in
                        its place the following proviso:

                        "PROVIDED, HOWEVER, that in addition to the maximum
                        Capital Expenditures set forth above, the Group shall be
                        permitted to make Additional Capital Expenditures from
                        time to time not to exceed the Available Discretionary
                        Basket Amount at such time."

                                        7
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        4.11    Section 6.1(j) (STATUTORY ACCOUNTS) of the Credit Agreement
                shall be amended and restated in its entirety as follows:

                        "(j)    STATUTORY ACCOUNTS. On or before the end of the
                first Fiscal Quarter following the filing of any statutorily
                required management accounts of each applicable Foreign
                Subsidiary, copies certified by such Foreign Subsidiary as true
                and correct of any such management accounts."

        4.12    The first sentence of paragraph (a) of Section 6.12 (BORROWING
                BASE DETERMINATION) of the Credit Agreement shall be amended and
                restated in its entirety as follows:

                "The Company shall deliver, as soon as available and in any
                event not later than the Required Borrowing Base Certificate
                Delivery Date, a Borrowing Base Certificate in respect of the US
                Borrowing Base and the Foreign Borrowing Base, as of the last
                day of the immediately preceding Borrowing Base Certificate
                Period, executed by a Responsible Officer of the Company."

        4.13    Section 6.12 (BORROWING BASE DETERMINATION) of the Credit
                Agreement shall be amended by adding the following new paragraph
                (e) immediately after the current paragraph (d):

                        "(e)    As used in this Section 6.12:

                                (i)     "REQUIRED BORROWING BASE CERTIFICATE
                DELIVERY DATE" means the third Business Day of the third fiscal
                week following the end of each fiscal month of each Fiscal Year
                (calculated as of the last day of such just completed fiscal
                month), PROVIDED, HOWEVER, if Excess Availability is less than
                $25,000,000 at any time, "REQUIRED BORROWING BASE CERTIFICATE
                DELIVERY DATE" means the third business day of each calendar
                week thereafter (calculated as of the last day of the
                immediately preceding fiscal week) until such time as Excess
                Availability is $25,000,000 or more for 15 consecutive days,
                provided further, however, that if at any time the Borrowing
                Base Certificate is due weekly "Required Borrowing Base
                Certificate delivery date" for the first fiscal week of any
                fiscal month shall be the sixth Business Day following the end
                of such first fiscal week; and

                                (ii)    "BORROWING BASE CERTIFICATE PERIOD"
                means the monthly period (in the case of clause (a) above) or
                the weekly period (in the case of clause (b) above) covered by
                the applicable Borrowing Base Certificate."

        4.14    Paragraph (a)(v) of Section 7.14 (Real Property) of the Credit
                Agreement shall be amended and restated in its entirety as
                follows:

                        "(v)    notify the Administrative Agents at the end of
                each Fiscal Quarter in which any Group Member takes possession
                of, or becomes liable under, any new leased premises or Lease."

                                        8
<Page>

        4.15    Section 8.3 (INVESTMENTS) of the Credit Agreement shall be
                amended and restated by:

                4.15.1  deleting the word "and" at the end of subparagraph
                        (g)(iii) thereof;

                4.15.2  deleting the period and replacing it with a semi-colon
                        and the word "and" at the end of subparagraph (h)
                        thereof; and

                4.15.3  adding the following new subparagraph (i):

                        "(i)    Investments constituting Permitted Acquisitions/
                Investments in the amounts set forth in and in accordance with
                the definition thereof, PROVIDED that (i) in the case of an
                Investment in shares of a company organized in a jurisdiction in
                which assets of any other Loan Party are subject to security,
                such shares shall be subject to first priority security in
                favour of the appropriate Collateral Agent, (ii) in the case of
                an Investment in a new Subsidiary which owns assets in a
                jurisdiction in which assets of any other Loan Party are subject
                to security, such new Subsidiary shall create first priority
                security over all or substantially all of its tangible and
                intangible assets pursuant to Security Documents in form and
                substance satisfactory to the appropriate Collateral Agent and
                (iii) and the relevant Loan Parties shall take all steps
                necessary to create, perfect and deliver to the appropriate
                Collateral Agent such evidence as such Collateral Agent shall
                require of the due execution of the relevant Security Document
                together with legal opinions to the extent reasonably necessary
                in form and substance satisfactory to the appropriate Collateral
                Agent."

        4.16    Section 8.5 (RESTRICTED PAYMENTS) of the Credit Agreement shall
                be amended and restated by:

                4.16.1  deleting the word "and" at the end of subparagraph (e)
                        thereof;

                4.16.2  adding the word "and" at the end of subparagraph
                        (f)(iii) thereof;

                4.16.3  deleting the phrase "PROVIDED FURTHER, HOWEVER, that in
                        the case of each of paragraphs (a) through (f) above)"
                        in the first line of the proviso to such Section 8.5 and
                        inserting the phrase "PROVIDED FURTHER, HOWEVER, that in
                        the case of each of paragraphs (a) through (g) above" in
                        its place; and

                4.16.4  adding the following new subparagraph (g):

                        "(g)    Restricted Payments from time to time
                constituting Permitted Stock Redemptions, PROVIDED that no Loans
                will be available to any Borrower for the purpose of making any
                such Permitted Stock

                                        9
<Page>

                Redemption, and PROVIDED FURTHER that at the time of and after
                giving effect to the making of any such Permitted Stock
                Redemption:

                                (i)     the Fixed Charge Coverage Ratio for the
                        most recently completed 12 month period shall be greater
                        than or equal to 2.0 to 1.0; and

                                (ii)    the amount of any such Permitted Stock
                        Redemption shall not exceed the Available Discretionary
                        Basket Amount at such time;"

5       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:

        5.1     the amendments requested in each of Clause 4.6 and Clause 4.7
                above shall take effect from and after such time as all Lenders
                have delivered their approvals thereof; and

        5.2     the amendments requested in each of Clauses 4.1 through 4.5 and
                Clauses 4.8 through 4.16 above shall take effect from and after
                such time as the Requisite Lenders have delivered their
                approvals thereof.

6       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:

        6.1     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

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

                                       10
<Page>

7       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.

8       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.

9       Save as amended 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.

10      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.

11      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/ Brenda Cotsen                              /s/ Ira Mermelstein
------------------------------                ------------------------------

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/ Brenda Cotsen                              /s/ Ira Mermelstein
------------------------------                ------------------------------
For and on behalf of                          For and on behalf of
CITIBANK, N.A.                                BANK OF AMERICA, N.A.
as Lender                                     as Lender


   /s/ illegible                                   /s/ illegible
------------------------------                ------------------------------
For and on behalf of                          For and on behalf of
NATIONAL CITY COMMERCIAL FINANCE, INC.        UPS CAPITAL CORPORATION
as Lender                                     as Lender

                                       11
<Page>

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/ Andra S. Bolotin
-----------------------------
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:   11/11/03
     -------------------

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                                    SCHEDULE

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