<PAGE>


                                                                    EXHIBIT 10.9



                                Dated MARCH 2001


                             POLAROID (U.K.) LIMITED

                                   as Borrower


                              POLAROID CORPORATION
                                  as Guarantor


                           DEUTSCHE BANK AG, AMSTERDAM
                                    as Agent


                                   and Others

   ---------------------------------------------------------------------------
                         AMENDMENT AND WAIVER AGREEMENT
                        RELATING TO A FACILITY AGREEMENT
                               DATED 3 AUGUST 1999
   ---------------------------------------------------------------------------


<PAGE>


                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE                                                                                                 PAGE
<S>                                                                                                 <C>

1.         DEFINITIONS, INTERPRETATION AND RESTATEMENT.................................................4

2.         WAIVERS.....................................................................................4

3.         AMENDMENTS TO THE UK FACILITY AGREEMENT.....................................................5

4.         ADDITIONAL INFORMATION......................................................................6

5.         LAPSE OF WAIVER.............................................................................6

6.         FINANCE DOCUMENT............................................................................6

7.         INTEREST AND FEES...........................................................................7

8.         RELEASE OF LENDERS..........................................................................7

9.         REPRESENTATIONS.............................................................................7

10.        CONSENT BY GUARANTOR........................................................................8

11.        JURISDICTION AND PROCESS AGENT..............................................................8

12.        COUNTERPARTS................................................................................8

13.        WAIVER FEE..................................................................................8

14.        CONTINUITY AND FURTHER ASSISTANCE...........................................................8

15.        FEES, COSTS AND EXPENSES....................................................................8

16.        GOVERNING LAW...............................................................................9
</TABLE>

<PAGE>


THIS AGREEMENT is dated March 2001 and made between:

(1)      POLAROID (U.K.) LIMITED, a company incorporated in England (number
         00732757), of Wheathampstead House, Codicote Road, Wheathampstead,
         Hertfordshire AL4 8SF (the "BORROWER");

(2)      POLAROID CORPORATION, a company incorporated in the United States of
         America, of 784 Memorial Drive, Cambridge, MA 02139, USA (the
         "GUARANTOR");

(3)      THE LENDERS named as such on the execution pages of this Agreement;

(4)      DEUTSCHE BANC ALEX BROWN INC. and ABN AMRO BANK N.V., as co-arrangers
         (the "CO-ARRANGERS");

(5)      DEUTSCHE BANK AG, Amsterdam, as agent (the "AGENT"); and

(6)      ABN AMRO BANK N.V. as documentation agent (the "DOCUMENTATION AGENT").


RECITALS

(A)     On 11 December 1998 Polaroid Corporation entered into a credit agreement
        with Morgan Guaranty Trust Company of New York, Bankboston N.A. and
        others (the "US Facility Agreement") pursuant to which a loan in an
        aggregate amount of $350,000,000 was made available to Polaroid
        Corporation.

(B)     On 3rd August 1999 the parties hereto entered into a multicurrency
        revolving credit facility agreement (the "UK Facility Agreement")
        pursuant to which a facility in the amount of euros 72,500,000 was made
        available to the Borrower. Certain provisions in the UK Facility
        Agreement have been drafted by reference to, or include an obligation to
        comply with, certain terms of the US Facility Agreement, including the
        financial covenants set out in section 5 of the US Facility Agreement.
        Accordingly a default in relation to those provisions under the US
        Facility Agreement will give rise to a default under the UK Agreement.

(C)     The Guarantor has advised the Lenders that it believes that (i) as at
        the end of the first Fiscal Quarter of Fiscal Year 2001 and at
        subsequent times thereafter the ratio of its Consolidated EBITDA to
        Consolidated Interest Expense will not meet the requirements of Section
        5.07 of the US Facility Agreement and (ii) during the first and second
        Fiscal Quarters of Fiscal Year 2001 its Debt/EBITDA Ratio may not have
        met and in the future will not meet the requirements of Section 5.08(a)
        of the US Facility Agreement.

(D)     With effect from 16 February 2001, the Lenders under the US Facility
        Agreement granted to the Guarantor an interim waiver of the requirements
        of Sections 5.07 and 5.08(a) of the US Facility Agreement.

(E)     The Beneficiaries agreed to grant the Borrower and Guarantor a waiver in
        relation to the UK Facility Agreement and to waive any rights arising
        under any other Finance Document as a consequence of any default
        referred to in Clause 2.1 below.

<PAGE>

IT IS AGREEED as follows: -

1.       DEFINITIONS, INTERPRETATION AND RESTATEMENT

1.1      Unless otherwise specifically defined herein, each term used herein
         which is defined in the UK Facility Agreement shall have the meaning
         assigned to such term in the UK Facility Agreement save that all terms
         referred to in recital (C) above shall, unless otherwise defined
         herein, bear the meanings ascribed to them in the US Facility
         Agreement. Each reference to "hereof", "hereunder", "herein" and
         "hereby" and each other similar reference and each reference to "this
         Agreement" and each other similar reference contained in the UK
         Facility Agreement shall, after this Agreement becomes effective, refer
         to the UK Facility Agreement as modified hereby for the period any
         waiver granted under this Agreement remains in effect.

1.2      This Agreement shall be effective from the date on which the Agent
         shall have received from each of the parties hereto a counterpart
         hereof signed by such party or a facsimile evidencing that such party
         has signed a counterpart hereof and shall supersede any other agreement
         entered into in relation to a waiver of the matters referred to herein.

2.       WAIVERS

2.1      Each Beneficiary hereto waives:

         (i)      any breach of representation or covenant under Clauses 17 or
                  19 of the UK Facility Agreement; and

         (ii)     any Termination Event or Potential Termination Event under the
                  UK Facility Agreement; and

         (iii)    any rights which any of the Beneficiaries may otherwise be
                  entitled to exercise pursuant to any of the other Finance
                  Document;

         which, in any case, may occur or arise or may have occurred or arisen
         solely on account of the Guarantor's failure to be in compliance with
         Section 5.07 or Section 5.08(a) of the US Facility Agreement as at any
         time during the first and second Fiscal Quarters of Fiscal Year 2001
         (as defined in the US Facility Agreement).

2.2      The waiver set out in Clause 2.1 shall be effective solely for the
         period (the "WAIVER PERIOD") beginning on February 16, 2001 and ending
         on the earlier of (i) 5:00 P.M. (New York City time) on May 15, 2001,
         (ii) the date on which any waiver granted in relation to the US
         Facility Agreement pursuant to the waiver letter referred to in recital
         (D) above, as extended (if extended), expires and (iii) such earlier
         time as is determined pursuant to Clause 5 of this Agreement (the
         "WAIVER EXPIRY TIME").

2.3      Each of the Guarantor and the Borrower understand and accept:

         (i)      the interim nature of the waiver provided hereby, and that the
                  Lenders have given no assurances that they will, nor are they
                  obliged to, extend the waiver provided hereby or provide other
                  waivers under or amendments to the UK Facility Agreement or
                  any other Finance Document;

<PAGE>

         (ii)     that except as expressly set forth herein, the waiver
                  contained herein shall not constitute a waiver or amendment of
                  any term or condition of the UK Facility Agreement on any
                  other Finance Document and all such terms and conditions shall
                  remain in full force and effect and are hereby ratified and
                  confirmed in all respects;

         (iii)    that no failure or delay by the Lenders or any one of them in
                  exercising any right, power or privilege under any Finance
                  Document during the period prior to the date hereof or during
                  the period the waiver referred to in this Agreement is in
                  effect shall operate as a waiver thereof;

         (iv)     that the Lenders are under no obligation to extend, and in
                  their sole and absolute discretion may refuse to extend, the
                  waiver referred to in this Agreement beyond the Waiver Expiry
                  Time; and

         (v)      that if (a) the Guarantor fails to be in compliance with
                  Section 5.07 or 5.08(a) of the US Facility Agreement
                  immediately following the Waiver Expiry Time and (b) the
                  Lenders do not extend the waiver provided hereby or take other
                  action in respect of any such failure, a Termination Event
                  will automatically exist immediately under the UK Facility
                  Agreement following the Waiver Expiry Time, without the
                  requirement of any further action by any of the Beneficiaries.

3.       AMENDMENTS TO THE UK FACILITY AGREEMENT

3.1      The parties hereto agree that with effect from 16 February 2001 the UK
         Facility Agreement shall be amended as follows:

         (a)      Clause 2.2 of the UK Facility Agreement shall be amended to
                  read as follows:

                  "The Borrower agrees to use the proceeds of the Facility for
                  general corporate purposes including refinancing existing
                  facilities Provided that the Borrower agrees that none of the
                  proceeds of the Facility shall be used for the purpose of
                  making any payments of any nature whatsoever under or in
                  connection with the Guarantor's Revolving Credit Agreement."

         (b)      Clause 3.4 of the UK Facility Agreement shall be deleted.

         (c)      Clause 6.8 of the UK Facility Agreement shall be deleted, the
                  reference to the words " Clause 6.8 applies to sub-paragraphs
                  (C) and (D)" at the end of Clause 6.4 shall be deleted, the
                  words "The representation in Clause 17.1 (I) will only be deem
                  repeated under this sub-clause on the date of a notice of
                  borrowing and on an Advance Date when Clause 6.8 does not
                  apply" in Clause 17.2 shall be deleted and all other
                  references to Clause 6.8 in the UK Facility Agreement shall be
                  deleted.

         (d)      Notwithstanding the provisions of Clause 19 of the UK Facility
                  Agreement (and in particular Clause 19.2 of the UK Facility
                  Agreement pursuant to which the Guarantor is under an
                  obligation to comply with Section 5.13 and 5.15 of the US
                  Facility Agreement), neither the Borrower nor any person which
                  has provided an Additional Guarantee in respect of the UK
                  Facility Agreement will:-

                  (i)      make or acquire any Investment (as such term is
                           defined in the US Facility Agreement) in any other
                           member of the Guarantor's Group; or

<PAGE>

                  (ii)     sell, lease, transfer or otherwise dispose, whether
                           directly or indirectly, of any of its assets to any
                           other member of the Guarantor's Group

                  except where it does so in the ordinary course of business.

         (e)      Clause 25.3 of the UK Facility Agreement shall be amended to
                  read as follows:-

                  "The Borrower agrees to reimburse the Agent and each Lender
                  for any reasonable expenses they incur, including reasonable
                  fees and disbursements of counsel to the Agent and/or the
                  Lenders, in connection with any waiver or consent under a
                  Finance Document or any amendment to a Finance Document".

         (f)      Clause 26.3 (D) of the UK Facility Agreement shall no longer
                  be applicable.

3.2      The Borrower agrees that, notwithstanding any other terms of the UK
         Facility Agreement, it shall not at any time deliver any notice
         requesting a borrowing under the Facility, and the Lenders shall have
         no obligation to fund any borrowings under the Facility, which would
         result in the aggregate amount of the Loan immediately following any
         such borrowing exceeding Euro 57,000,000.

4.       ADDITIONAL INFORMATION

4.1      The Guarantor agrees that promptly, and in any event no later than 30
         March 2001, it will prepare and deliver to the Agent a summary setting
         out (i) details of all assets of the Guarantor's Group (including, but
         without limitation, real estate (including land and plants, warehouses
         or other buildings and improvements), equipment, patents, trademarks
         and other intellectual property, other general intangibles and cash and
         deposits) in respect of which a Lien (as such term is defined in the US
         Facility Agreement) has been granted in favour of the Lenders under the
         Finance Documents and (ii) details of, and the book value of, all
         assets currently forming part of Inventory or Receivables for the
         purpose of Clause 6.2 of the UK Facility Agreement.

4.2      Each of the Guarantor and the Borrower agree to fully co-operate into
         and assist any consultants or agents appointed by either the Guarantor
         or the Borrower to verify the value of any of the assets of the
         Guarantor's Group, including providing them such information as they
         may request to enable them to make any such valuation.

5.       LAPSE OF WAIVER

         Each of the Guarantor and the Borrower agree that its failure to comply
         with any provision of this Agreement shall cause the waivers granted
         hereby to cease to be in effect (i) in the case of a breach of Clause 4
         or a breach after 16 February 2001 of any the amendments contemplated
         by Clause 3, immediately and without the requirement of any prior
         notice from or further action on the part of any Lender or the Agent
         and (ii) in any other case, if such failure continues for more than
         five days after notice from the Agent given at the direction of the
         Lenders.

6.       FINANCE DOCUMENT

         Each of the Guarantor and the Borrower agree that this Agreement shall
         be considered a "Finance Document" for all purposes of the UK Facility
         Agreement.

<PAGE>

7.       INTEREST AND FEES

         Each of the Guarantor and the Borrower agree that (i) during the period
         commencing on 5 March 2001 and ending on the last day of the Waiver
         Period and (ii) if immediately after the Waiver Period ends any
         Termination Event has occurred and is continuing, during any period
         that any such Termination Event continues to exist, the Facility Fee
         Rate and the Applicable Margin shall be as set forth in the table
         below, regardless of the Guarantor's Long-Term Debt Ratings.

                      Facility Fee Rate                  0.75%
                      Applicable Margin                  2.50%

8.       RELEASE OF LENDERS

         Each of the Guarantor and the Borrower, for itself and on behalf of its
         affiliated entities, successors and assigns (the "COMPANY PARTIES"),
         jointly and severally releases, acquits and forever discharges, each of
         the Beneficiaries and their respective subsidiaries, parents,
         affiliates, officers, directors, employees, agents, attorneys,
         successors and assigns, both present and former (collectively, the
         "BENEFICIARIES' AFFILIATES") from any and all manner of actions, causes
         of action, suits, debts, damages, judgments, executions, claims and
         demands whatsoever, asserted or unasserted, in contract, tort, law or
         equity which any Company Party has or may have against any of the
         Beneficiaries and/or the Beneficiaries' Affiliates by reason of any
         action, failure to act, matter or thing whatsoever arising from or
         based on facts occurring prior to the date hereof, including but not
         limited to any claim or defense that relates to, in whole or in part,
         directly or indirectly, (i) the making or administration of the Loan,
         including without limitation, any such claims and defenses based on
         fraud, mistake, duress, usury or misrepresentation or otherwise (ii)
         any covenants, agreements, duties or obligations set forth in the
         Finance Documents, (iii) any actions or omissions of any of the
         Beneficiaries' Affiliates and/or the Beneficiaries in connection with
         the initiation or continuing exercise of any right or remedy contained
         in the Finance Documents or at law or in equity, (iv) lost profits, (v)
         loss of business opportunity, (vi) increased financing costs, (vii)
         increased legal or other administrative fees, or (viii) damages to
         business reputation.

9.       REPRESENTATIONS

9.1      Each of the Guarantor and the Borrower represent and warrant that (i)
         the representations and warranties of the Guarantor and the Borrower
         set forth in Clause 17 of the UK Facility Agreement were true on and as
         of 16 March, 2001 and are true on and as of the date hereof (taking
         into account, in the case of the representation set out in Clause
         17.1(I) of the UK Facility Agreement, the waivers granted pursuant to
         this Agreement and, in the case of the representation set out in Clause
         17.1(J), as updated by Clause 17.2 of the UK Facility Agreement) and
         (ii) no Termination Event or Potential Termination Event had or has
         occurred and was or is continuing on either of the dates referred to
         above, except in any case as expressly contemplated to be waived by
         this Agreement.

9.2      Without limiting the generality of the foregoing, the Guarantor further
         represents and warrants that all information (other than projections)
         heretofore furnished by it or the Borrower to the Agent or any Lender
         for purposes of or in connection with this Agreement does not, and all
         such information hereafter furnished by it or the Borrower to the Agent
         or any Lender will not, contain any untrue statement of a material fact
         or omit to state any


<PAGE>

         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they are or will be made, not
         misleading, and all projections included in any such information are or
         will be based upon good faith estimates and assumptions believed by the
         Guarantor's senior management to be reasonable at the time prepared,
         and at the time prepared represent senior management's reasonable best
         estimate of the future performance of the operations of the Guarantor
         and its Subsidiaries.

10.      CONSENT BY GUARANTOR

         By its signature below, the Guarantor hereby consents to this
         Agreement, and acknowledges that this Agreement shall not alter,
         release, discharge or otherwise affect any of its obligations under the
         UK Facility Agreement or any Finance Document, and hereby ratifies and
         confirms all of the Finance Documents to which it is a party.

11.      JURISDICTION AND PROCESS AGENT

         The provisions of Clauses 27.2 and 27.3 of the UK Facility Agreement
         shall be incorporated, MUTATIS MUTANDIS, into the Agreement.

12.      COUNTERPARTS

         This Agreement may be signed in any number of counterparts, each of
         which shall be an original, with the same effect as if the signatures
         thereto and hereto were upon the same instrument.

13.      WAIVER FEE

         On the date specified by the Agent, the Guarantor shall pay the Agent
         in immediately available funds for the account of each Lender a waiver
         fee in an amount equal to 0.25% of such Lender's Commitment (as of the
         opening of business on 16 March 2001).

14.      CONTINUITY AND FURTHER ASSISTANCE

14.1     The provisions of the UK Facility Agreement shall, save as amended or
         waived in this Agreement, continue in full force and effect.

14.2     Each of the Borrower and the Guarantor shall, at the request of the
         Agent and at its own expense, do all such acts and things necessary or
         desirable to give effect to the amendments effected or to be effected
         pursuant to this Agreement.

15.      FEES, COSTS AND EXPENSES

15.1     The Guarantor shall promptly on demand pay the Agent and each of the
         Lenders, the amount of all costs and expenses (including legal fees)
         reasonably incurred by any of them in connection with the negotiation,
         preparation, printing and execution of this Agreement and any other
         agreements entered into in connection with any of the matters referred
         to herein.

15.2     The Guarantor shall, within three Business Days of demand, pay to each
         Beneficiary the amount of all costs and expenses (including legal fees)
         incurred by that Beneficiary in connection with the enforcement of, or
         the preservation of any rights under this Agreement.

15.3     The Guarantor shall, within three Business Days of demand, indemnify
         each Beneficiary against any cost, loss or liability that Beneficiary
         incurs in relation to all stamp duty,


<PAGE>

         registration and other similar taxes payable in respect of this
         Agreement and any other agreements entered into in connection with any
         of the matters referred to herein.

16.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         English law.



         This Agreement has been entered into on the date stated at the
         beginning of this Agreement.


<PAGE>


        CO-ARRANGERS AND DOCUMENTATION AGENT

        DEUTSCHE BANC ALEX BROWN INC.

        as Co-Arranger



        By: /s/ DAVID MAYHEW
            ------------------------------------
        Title: VICE PRESIDENT


        By: /s/ RYAN ZANIN
            ------------------------------------
        Title: MANAGING DIRECTOR





        ABN AMRO BANK N.V.

        as Co-Arranger and Documentation Agent



        By: /s/ WILLIAM J. FITZGERALD
            ------------------------------------
        Title:



        By: /s/ WILLIAM J. TERESKY, JR.
            ------------------------------------
        Title: GROUP VICE PRESIDENT



        LENDERS



        ABN AMRO BANK N.V.



        By: /s/ WILLIAM J. FITZGERALD
            ------------------------------------
        Title:



        By: /s/ WILLIAM J. TERESKY, JR.
            ------------------------------------
        Title: GROUP VICE PRESIDENT



<PAGE>


        DEUTSCHE BANK A.G., LONDON BRANCH



        By: /s/ DAVID MAYHEW
            ------------------------------------
        Title: VICE PRESIDENT


        By: /s/ RYAN ZANIN
            ------------------------------------
        Title: MANAGING DIRECTOR


        THE AGENT



        DEUTSCHE BANK A.G., AMSTERDAM BRANCH



        By: /s/ DAVID MAYHEW
            ------------------------------------
        Title: VICE PRESIDENT


        By: /s/ RYAN ZANIN
            ------------------------------------
        Title: MANAGING DIRECTOR


<PAGE>


       POLAROID CORPORATION



       By: /s/ CARL L. LUEDERS
           ------------------------------------



       Title: ACTING CHIEF FINANCIAL OFFICER

       Date:





       POLAROID (U.K.) LIMITED





       By: /s/ CARL L. LUEDERS
           ------------------------------------

       Title: ACTING CHIEF FINANCIAL OFFICER

       Date: