Form 8-K EASTMAN CHEMICAL CO For: Nov 20

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November 20, 2014 2:50 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November�20, 2014

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EASTMAN CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

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Delaware

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1-12626

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62-1539359

(State or other jurisdiction

of incorporation)

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(Commission

File Number)

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(IRS Employer

Identification No.)

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200 South Wilcox Drive

Kingsport, TN

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37662

(Address of principal executive offices)

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(Zip Code)

Registrant�s telephone number, including area code:�(423) 229 - 2000

None

(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�1.01 Entry into a Material Definitive Agreement

On November�20, 2014, Eastman Chemical Company (the �Company�) issued and sold $800,000,000 aggregate principal amount of 2.70% notes due 2020 (the �2020 Notes�), $800,000,000 aggregate principal amount of 3.80% Notes due 2025 (the �2025 Notes�) and $400,000,000 aggregate principal amount of 4.65% Notes due 2044 (the �2044 Notes� and, together with the 2020 Notes and the 2025 Notes, the �Notes�) pursuant to the Underwriting Agreement (as defined below) and the Company�s Registration Statement on Form S-3 (Registration No.�333-181549) filed with, and declared effective by, the Securities and Exchange Commission (the �SEC�) on May�25, 2012 (the �Registration Statement�), and the issuer free writing prospectus and prospectus supplement, filed with the SEC on November�12, 2014 and November�13, 2014, respectively. The 2044 Notes are an additional issuance of the Company�s 4.65% Notes due 2044, of which $500,000,000 were issued on May�15, 2014 and remain outstanding (the �Existing 2044 Notes�). The 2044 Notes have been consolidated as a single series with the Existing 2044 Notes, including as to status and redemption. The Notes were issued under an indenture, dated as of June�5, 2012 (the �Indenture�), by and between the Company and Wells Fargo Bank, National Association, as trustee (the �Trustee�).

The Notes are unsecured, unsubordinated general obligations of the Company. Interest is payable semi-annually on January�15 and July�15 of each year, beginning on July�15, 2015, in the case of the 2020 Notes, on March�15 and September�15 of each year, beginning on March�15, 2015, in the case of the 2025 Notes, and on April�15 and October�15 of each year, beginning on April�15, 2015, in the case of the 2044 Notes, to the persons in whose names the Notes are registered in the security register at the close of business on the January�1 or July�1 preceding the relevant interest payment date, in the case of the 2020 Notes, on the March�1 or September�1 preceding the relevant interest payment date, in the case of the 2025 Notes, and on the April�1 or October�1 proceeding the relevant interest payment date, in the case of the 2044 Notes, except that interest payable at maturity shall be paid to the same persons to whom principal of the Notes is payable.

The Company may redeem the Notes, in whole or in part, in the case of the 2020 Notes, at any time prior to December�15, 2019, in the case of the 2025 Notes, at any time prior to December�15, 2024, and, in the case of the 2044 Notes, at any time prior to April�15, 2044, at a redemption price equal to the sum of the principal being redeemed, plus a �make-whole� premium specified in the Notes and accrued and unpaid interest to the redemption date.

The 2020 Notes are redeemable on or after December�15, 2019 (one month prior to the maturity date) at a redemption price equal to 100% of the principal amount of the 2020 Notes being redeemed plus accrued and unpaid interest to the redemption date. The 2025 Notes are redeemable on or after December�15, 2024 (three months prior to the maturity date) at a redemption price equal to 100% of the principal amount of the 2025 Notes being redeemed plus accrued and unpaid interest to the redemption date. The 2044 Notes are redeemable on or after April�15, 2044 (six months prior to the maturity date) at a redemption price equal to 100% of the principal amount of the 2044 Notes being redeemed plus accrued and unpaid interest to the redemption date.

If the Company is unable to complete its previously announced acquisition (the �Acquisition�) of Taminco Corporation (�Taminco�), pursuant to the Agreement and Plan of Merger (the �Merger Agreement�), dated September�11, 2014, among the Company, Stella Merger Corp., a wholly-owned subsidiary of the Company, and Taminco, by May�30, 2015, or if the Merger Agreement is terminated prior to that date, the Company will redeem all of the 2020 Notes and the 2025 Notes at a redemption price of 101% of their principal amount, plus accrued and unpaid interest to but excluding the date of redemption.

The Indenture contains covenants that, among other things, restrict the ability of the Company to incur certain secured indebtedness, enter into sale and leaseback transactions and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries on a consolidated basis. These covenants are subject to a number of important exceptions and qualifications. In addition, upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the holders of the Notes will have the right to cause the Company to repurchase all or a portion of the Notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

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The Indenture also contains customary provisions for events of default including for failure to pay principal or interest when due, failure to perform covenants in the Indenture and failure to cure or obtain a waiver of such default upon notice, and certain events of bankruptcy, insolvency or reorganization. Subject to certain exceptions and conditions as set forth in the Indenture, in the case of an event of default, the principal amount of the Notes plus accrued and unpaid interest may be accelerated.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, which is filed as Exhibit 4.1 to the Company�s Current Report on Form 8-K dated June�5, 2012, and the Notes, the forms of which are filed as Exhibit 4.2, 4.3, and 4.4 hereto, all of which are incorporated herein by reference.

Item�2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained under Item�1.01 above is incorporated herein by reference.

Item�8.01 Other Events

On November�10, 2014, the Company entered into an underwriting agreement (the �Underwriting Agreement�), with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner�& Smith Incorporated, as representatives of several underwriters named therein (collectively, the �Underwriters�), with respect to the issuance and sale of the Notes.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes and for customary contribution provisions in respect of those liabilities.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

The Company intends to use the net proceeds from the sale of the Notes to pay a portion of the cash consideration for its previously announced acquisition of Taminco, repay certain outstanding indebtedness of Taminco, and pay transaction expenses incurred in connection with the Acquisition. Pending the application of the net proceeds, the Company will invest the net proceeds in short-term investments.

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Item�9.01. Financial Statements and Exhibits

(d) Exhibits

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Number	��	Exhibit

��1.1	��	Underwriting Agreement, dated November 10, 2014, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of several underwriters named therein

��4.1	��	Indenture, dated June 5, 2012, by and between the Company and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company�s Current Report on Form 8-K dated June�5, 2012)

��4.2	��	Form of 2.70% Note due 2020

��4.3	��	Form of 3.80% Note due 2025

��4.4	��	Form of 4.65% Note due 2044 (incorporated herein by reference to Exhibit 4.2 to the Company�s Current Report on Form 8-K dated May�15, 2014)

��5.1	��	Opinion of Jones Day regarding the validity of the Notes

23.1	��	Consent of Jones Day (contained in Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	�	�		�	EASTMAN CHEMICAL COMPANY

Date: November�20, 2014	�	�	By:	�	/s/ Mary D. Hall
	�	�		�	Mary D. Hall Vice President and Treasurer

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EXHIBIT INDEX

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Exhibit Number	��	Exhibit

��1.1	��	Underwriting Agreement, dated November 10, 2014, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of several underwriters named therein

��4.2	��	Form of 2.70% Note due 2020

��4.3	��	Form of 3.80% Note due 2025

��5.1	��	Opinion of Jones Day regarding the validity of the Notes

23.1	��	Consent of Jones Day (contained in Exhibit 5.1)

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Exhibit 1.1

EXECUTION VERSION

EASTMAN CHEMICAL COMPANY

$800,000,000 2.70% Notes due 2020

$800,000,000 3.80% Notes due 2025

$400,000,000 4.65% Notes due 2044

Underwriting Agreement

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Merrill Lynch, Pierce, Fenner�& Smith

��Incorporated

One Bryant Park

New York, New York 10036

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

November�10, 2014

Ladies and Gentlemen:

Eastman Chemical Company, a Delaware corporation (the �Company�), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the �Underwriters�), for whom you are acting as representatives (the �Representatives�), $800,000,000 principal amount of its 2.70% Notes due 2020 (the �2020 Notes�), $800,000,000 principal amount of its 3.80% Notes due 2025 (the �2025 Notes�) and $400,000,000 principal amount of its 4.65% Notes due 2044 (the �2044 Notes� collectively with the 2020 Notes and the 2025 Notes, the �Securities�). The Securities will be issued pursuant to an Indenture dated as of June�5, 2012 (the �Indenture�) between the Company and Wells Fargo Bank, National Association, as trustee (the �Trustee�).

The Company has previously issued $500,000,000 principal amount of 4.65% Notes due 2044 (the �Existing Securities�) under the Indenture and the Officers� Certificate pursuant to such Indenture, dated as of May�15, 2014 (the �Officers� Certificate�). The 2044 Notes will constitute �Additional Notes� under, and as such term is used in, the Indenture and the Officers� Certificate, respectively. The 2044 Notes, together with the Existing Securities, will constitute a single series under the Indenture and the Officers� Certificate.

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Securities, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the �Commission�) under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the �Securities Act�), a registration statement on Form S-3 (File No.�333-181549), including a prospectus (the �Base Prospectus�), relating to the Securities. The Company has also filed, or proposes to file, with the Commission pursuant to Rule 424 under the Securities Act a prospectus supplement specifically relating to the Securities (the �Prospectus Supplement�). Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A or 430B under the Securities Act to be part of the registration statement at the time of its effectiveness (�Rule 430 Information�), is referred to herein as the �Registration Statement�; and as used herein, the term �Preliminary Prospectus� means the preliminary Prospectus Supplement specifically relating to the Securities together with the Base Prospectus, and the term �Prospectus� means the Base Prospectus as supplemented by the Prospectus Supplement specifically relating to the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with a confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item�12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to �amend�, �amendment� or �supplement� with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder (collectively, the �Exchange Act�) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the time when sales of the Securities were first made (the �Time of Sale�), the Company had prepared the following information (collectively, the �Time of Sale Information�): a Preliminary Prospectus dated November�10, 2014, and each �free-writing prospectus� (as defined pursuant to Rule 405 under the Securities Act) listed on Annex B hereto as constituting part of the Time of Sale Information.

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2. Purchase of the Securities by the Underwriters. (a)�The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter�s name in Schedule 1 hereto at a price equal to (i)�99.191% of the principal amount of the 2020 Notes, plus accrued interest on the Securities, if any, from November�20, 2014 to the Closing Date (as defined below), (ii)�98.856% of the principal amount of the 2025 Notes, plus accrued interest on the Securities, if any, from November�20, 2014 to the Closing Date (as defined below) and (iii)�94.569% of the principal amount of the 2044 Notes, plus accrued interest on the Securities, if any, from October�15, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

(c) Payment for and delivery of the Securities will be made at the offices of Davis Polk�& Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 10:00 A.M., New York City time, on November�20, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the �Closing Date�.

(d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of global notes representing the Securities (collectively, the �Global Notes�), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm�s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person

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as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

(b) Time of Sale Information. The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to, and will not prepare, make, use, authorize, approve or refer to, any �written communication� (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i)�(ii)�and (iii)�below) an �Issuer Free Writing Prospectus�) other than (i)�any document not constituting a prospectus pursuant to Section�2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii)�the Preliminary Prospectus, (iii)�the Prospectus, (iv)�the documents

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listed on Annex B hereto as constituting the Time of Sale Information and (v)�any electronic road show or other written communications, in each case approved in writing in advance by the Representatives (such approval not to be unreasonably withheld). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

(d) Registration Statement and Prospectus. The Registration Statement is an �automatic shelf registration statement� as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section�8A of the Securities Act against the Company or related to the offering of Securities contemplated hereby has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act, and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the �Trust Indenture Act�), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto through and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to (i)�that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii)�any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

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(e) Incorporated Documents. The Company�s documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Exchange Act, and none of such documents, taken as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and during the Prospectus Delivery Period (as defined below) any further documents of the Company so filed and incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and when taken together will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

(f) Financial Statements. The financial statements and the related notes thereto with respect to the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the statements of earnings, comprehensive earnings and retained earnings, and statements of cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the summary historical consolidated financial data included in the Registration Statement, the Time of Sale Information and the Prospectus presents fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the related financial statements incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus.

(g) No Material Adverse Change. Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree which would be reasonably likely to have a material adverse effect on the financial position, stockholders� equity, results of operations or business prospects of the Company and its subsidiaries taken as a whole (a �Material Adverse Effect�), otherwise than as set forth

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or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, there has not been any change in the capital stock (other than pursuant to options, stock purchase and other employee benefit plans and the Company�s stock buy-back program) or long-term debt of the Company and its subsidiaries taken as a whole or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders� equity or results of operations of the Company and its subsidiaries taken as a whole, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus.

(h) Organization and Good Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction; and each subsidiary of the Company listed on Exhibit A hereto has been duly incorporated or otherwise organized and is validly existing as a corporation or other entity in good standing under the laws of its jurisdiction of incorporation or organization, with power and authority (corporate and other) to own and conduct its properties and conduct its business as currently conducted, and has been duly qualified as a foreign corporation or other entity for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, or is subject to no liability or disability by reason of the failure to be so qualified in any such jurisdiction, except where the failure to be would not, individually or in the aggregate, result in a Material Adverse Effect. The Company has no subsidiaries other than the subsidiaries listed on Exhibit A.

(i) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, and all of the issued shares of capital stock of the Company and its subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares of capital stock of each subsidiary of the Company that are owned by the Company are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(j) Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and the Securities, and to perform its obligations hereunder, thereunder and under the Indenture (collectively, the �Transaction Documents�); and all action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

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(k) The Securities and the Indenture. The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement and the Indenture, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, and, with respect to the 2044 Notes, the Officers� Certificate; the Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors� rights and to general equity principles; and the Indenture conforms, and the Securities will conform, to the descriptions thereof in the Registration Statement, the Time of Sale Information and the Prospectus as amended or supplemented.

(l) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(m) No Conflict; No Consent Required. The issue and sale of the Securities and the compliance by the Company with all of the provisions of each of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject except, in each case, for such breaches, violations and defaults that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, nor will such action result in any violation of (i)�the provisions of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company or (ii)�any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clause (ii)�above, for such violations that would not, individually or in the aggregate, result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by the Transaction Documents, except the registration under the Securities Act of the Securities, such as have been obtained under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities laws or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters.

(n) Legal Proceedings. Other than as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, there are no known legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; and, to the Company�s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

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(o) Independent Accountant. PricewaterhouseCoopers LLP, which has audited certain financial statements of the Company and its subsidiaries is, to our knowledge, an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(p) Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Registration Statement, the Time of Sale Information and the Prospectus or such as are not material and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

(q) Title to Intellectual Property. The Company and its subsidiaries own or possess the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, �patent and proprietary rights�) presently employed by them in connection with the business now operated by them, and the patent and proprietary rights necessary in connection with the business proposed to be operated by them, as described in the Registration Statement, the Time of Sale Information and the Prospectus, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any patent or proprietary rights referred to above, or of any facts which would render any such patent and proprietary rights invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

(r) Investment Company Act. The Company is not and, upon the issuance and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus, will not be required to register as an �investment company� or an entity �controlled� by an �investment company� (as such terms are defined in the Investment Company Act of 1940) and the rules and regulations of the Commission thereunder (collectively, the �Investment Company Act�).

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(s) Licenses and Permits. Except as would not, individually or in the aggregate, result in a Material Adverse Effect, each of the Company and its subsidiaries owns or possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Time of Sale Information and the Prospectus; and except as described in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization could not be renewed in the ordinary course.

(t) Compliance With Environmental Laws. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries (i)�has received notice or has knowledge of any claim, demand, obligation, cause of action, accusation, allegation, order, violation, damage, injury, judgment, penalty or fine which would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect resulting from (A)�the violation or alleged violation of any laws relating to air pollution, water pollution, noise control and/or handling discharge, disposal or recovery of on-site or off-site hazardous substances or materials, (B)�any noncompliance with or violation of the requirements of any environmental law, (C)�the release or threatened release of any toxic or hazardous waste, substance or constituent or (D)�any other Environmental Matter (as hereinafter defined), or (ii)�is liable, or has any contingent liability known to the Company, in connection with the release or threatened release of any toxic or hazardous waste, substance or constituent, which liability would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, or (iii)�has received notice or has actual knowledge of any governmental investigation seeking remedial action in connection with a release or threatened release of any toxic or hazardous waste, substance or constituent for which the Company or any of its subsidiaries may be liable and which (if the Company or any of its subsidiaries were so liable) would be reasonably likely to have a Material Adverse Effect. �Environmental Matter� means (I)�the release of any amount of toxic or hazardous waste or substances, pollutant or contaminant into the environment, (II) the management, including the generation, handling, treatment, storage, transport, discharge or disposal or recovery, whether on-site or off-site, of any solid wastes, toxic or hazardous wastes, hazardous substances, pollutants or contaminants, (III) the past and present use of surface waters or groundwater and (IV) the construction or maintenance of any dams or levees.

(u) Disclosure Controls. The Company maintains an effective system of �disclosure controls and procedures� (as defined in Rule�13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission�s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company�s management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

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(v) Accounting Controls. The Company maintains a system of �internal control over financial reporting� (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act. There are no material weaknesses in the Company�s internal control over financial reporting.

(w) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i)�used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)�made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii)�violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv)�made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(x) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the �Money Laundering Laws�) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(y) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (�OFAC�); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(z) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company�s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section�402 related to loans and Sections 302 and 906 related to certifications.

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(aa) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(bb) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(cc) Status under the Securities Act. The Company is not (and at all times relevant to the offer and sale of the Securities has not been) an �ineligible issuer,� and is (and at all times relevant to the offer and sale of the Securities has been) a �well-known seasoned issuer,� in each case as defined in the Securities Act.

4. Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule�424(b) and Rule 430A or 430B under the Securities Act, will file any Issuer Free Writing Prospectus (including the Term Sheet in the form of Annex C hereto) to the extent required by Rule 433 under the Securities Act; and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section�13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request. The Company will pay the registration fees for this offering within the time period required by Rule 456(b)(1)(i) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(b) Delivery of Copies. The Company will deliver, without charge, (i)�to the Representatives, conformed copies of the Registration Statement as originally filed and each amendment thereto dated on or prior to the Closing Date, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii)�to each Underwriter (A)�a conformed copy of the Registration Statement as originally filed and each amendment thereto dated on or prior to the Closing Date, in each case including all exhibits and consents filed therewith and (B)�during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. Notwithstanding the foregoing, the Company will not be required to deliver conformed copies of the Registration Statement as described in clauses (b)(i)

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and (ii)(A) above, provided that such documents are available electronically through the Commission�s EDGAR system. As used herein, the term �Prospectus Delivery Period� means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements; Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects, provided, however, following the Closing Date, the foregoing requirements shall not apply to any of the Company�s reports filed with the Commission required to be filed pursuant to Section�13(a) or 15(d) of the Exchange Act, copies of which filings the Company will cause to be delivered to the Representatives promptly after being transmitted for filing with the Commission unless such filings are available electronically through the Commission�s EDGAR system.

(d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i)�when any amendment to the Registration Statement has been filed or becomes effective; (ii)�when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed during the Prospectus Delivery Period; (iii)�of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information in connection with this offering of Securities; (iv)�of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section�8A of the Securities Act during the Prospectus Delivery Period; (v)�of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus, as applicable, is delivered to a purchaser, not misleading; (vi)�of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act during the Prospectus Delivery Period; and (vii)�of the receipt by the Company of any notice with respect to any suspension of the qualification of the

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Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible thereafter the withdrawal thereof.

(e) Time of Sale Information. If at any time prior to the Closing Date (i)�any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii)�it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)�above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that the Time of Sale Information will comply with law.

(f) Ongoing Compliance. If during the Prospectus Delivery Period (i)�any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii)�it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c)�above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(g) Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; provided that the Company shall not be required to (i)�qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii)�file any general consent to service of process in any such jurisdiction or (iii)�subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

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(h) Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section�11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the �effective date� (as defined in Rule 158) of the Registration Statement.

(i) Clear Market. During the period from the date hereof through and including the business day following the Closing Date, the Company will not, without the prior written consent of the Representatives, offer for sale, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company and having a tenor of more than one year.

(j) Use of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Information and the Prospectus under the heading �Use of proceeds�.

(k) No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(l) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any �free writing prospectus�, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i)�a free writing prospectus that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii)�any Issuer Free Writing Prospectus listed on Annex�B or prepared pursuant to Section�3(c) or Section�4(c) above (including any electronic road show), or (iii)�any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i)�or (iii), an �Underwriter Free Writing Prospectus�). Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Annex�C hereto without the consent of the Company.

(b) It is not subject to any pending proceeding under Section�8A of the Securities Act with respect to the offering of Securities (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

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6. Conditions of Underwriters� Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section�8A under the Securities Act shall be pending before, or to the knowledge of the Company, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section�4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

(c) No Downgrade. Subsequent to the earlier of (A)�the Time of Sale and (B)�the execution and delivery of this Agreement, (i)�no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any �nationally recognized statistical rating organization�, as such term is used by the Commission in relation to Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act and (ii)�no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section�3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

(e) Officer�s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company who has specific knowledge of the Company�s financial matters and is satisfactory to the Representatives

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(i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge of such officer, the representations set forth in Sections 3(b) or 3(d) hereof are true and correct, (ii)�confirming that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and (iii)�to the effect set forth in paragraphs (a), (c)�and (d)�above.

(f) Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants� �comfort letters� to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that each such letter delivered on the Closing Date shall use a �cut-off� date no more than three business days prior to the Closing Date.

(g) Opinion and 10b-5 disclosure statement of Counsel for the Company. Jones Day, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 disclosure statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-1 hereto.

(h) Opinion of Chief Legal Officer for the Company. David A. Golden, Chief Legal Officer and Corporate Secretary of the Company, shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

(i) Opinion and 10b-5 disclosure statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 disclosure statement of Davis Polk�& Wardwell LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

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(k) Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of incorporation and its good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(l) Additional Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, selling agents, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section�15 of the Securities Act or Section�20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, promptly after such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i)�any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii)�or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein.

(b) Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section�15 of the Securities Act or Section�20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a)�above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or

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any claim asserted, promptly after such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph of text under the caption �Underwriting� in the Preliminary Prospectus and the Prospectus relating to the terms of offering, including the concession and reallowance to certain dealers, by the Underwriters; the third and fourth sentences of the seventh paragraph of text under the caption �Underwriting� in the Preliminary Prospectus and the Prospectus relating to market making by the Underwriters; and the ninth paragraph of text under the caption �Underwriting� in the Preliminary Prospectus and the Prospectus relating to over-allotment, stabilization and syndicate covering transactions by the Underwriters.

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a)�or (b)�above, such person (the �Indemnified Person�) shall promptly notify the person against whom such indemnification may be sought (the �Indemnifying Person�) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section�7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section�7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to Section�7 that the Indemnifying Party may designate in such proceeding and shall pay the reasonable fees and expenses of such proceeding and shall pay the fees and expenses of counsel related to such proceeding, promptly after incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i)�the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii)�the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii)�the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv)�the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding

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in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed promptly after they are incurred. Any such separate firm for any Underwriter, its affiliates, selling agents, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i)�such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii)�the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x)�includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y)�does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a)�and (b)�above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i)�in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities or (ii)�if the allocation provided by clause (i)�is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)�but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total underwriting discount received by the Underwriters in connection therewith, in each case as set forth in the table on the

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cover of the Prospectus, bear to the aggregate offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties� relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section�7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d)�above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d)�above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section�7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section�11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters� obligations to contribute pursuant to this Section�7 are several in proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section�7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i)�trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii)�trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii)�a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv)�there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

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10. Defaulting Underwriter. (a)�If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term �Underwriter� includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section�10, purchases Securities that a defaulting Underwriter agreed to, but failed to, purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a)�above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter�s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a)�above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b)�above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section�10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section�11 hereof and except that the provisions of Section�7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

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11. Payment of Expenses. (a)�Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i)�the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii)�the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii)�the costs of reproducing and distributing each of the Transaction Documents; (iv)�the fees and expenses of the Company�s counsel and independent accountants; (v)�the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi)�any fees charged by rating agencies for rating the Securities; (vii)�the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii)�all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, the Financial Industry Regulatory Authority, Inc.; and (ix)�all expenses incurred by the Company in connection with any �road show� presentation to potential investors.

(b) If (i)�this Agreement is terminated pursuant to Section�9, (ii)�the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii)�the Underwriters decline to purchase the Securities for any reason permitted under this Agreement (other than, in the cases of clause (ii)�or (iii)�hereunder, as a result of the matters described in Section�9(c) hereof), the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably and actually incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates or selling agents of each Underwriter referred to in Section�7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this

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Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a)�except where otherwise expressly provided, the term �affiliate� has the meaning set forth in Rule 405 under the Securities Act; (b)�the term �business day� means any day other than a day on which banks are permitted or required to be closed in New York City, New York; (c)�the term �subsidiary� has the meaning set forth in Rule 405 under the Securities Act; and (d)�the term �significant subsidiary� has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

15. Miscellaneous. (a)�Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Citigroup Global Markets Inc., General Counsel (fax: 212-816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-834-6081), Attention: High Grade Syndicate Desk; and Merrill Lynch, Pierce, Fenner�& Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020, Attention: High Grade Debt Capital Markets Transaction Management/Legal (fax: 212-901-7881). Notices to the Company shall be given to it at Eastman Chemical Company, 100 North Eastman Road, Kingsport, Tennessee 37660 (fax: 423-224-0165), Attention: Treasurer.

(c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

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Very truly yours,

EASTMAN CHEMICAL COMPANY

By	�	/s/ Mary D. Hall
	�	Name:��Mary D. Hall
	�	Title:��Vice President and Treasurer

[Signature Page to Underwriting Agreement]

Accepted: November 10, 2014

CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER�& SMITH

�� INCORPORATED

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

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CITIGROUP GLOBAL MARKETS INC.

By:	�	/s/ Adam Bordner
	�	Authorized Signatory

J.P. MORGAN SECURITIES LLC

By:	�	/s/ Maria Sramek
	�	Authorized Signatory

MERRILL LYNCH, PIERCE, FENNER & SMITH
��INCORPORATED

By:	�	/s/ R. Mitchell Theiss
	�	Authorized Signatory

[Signature Page to Underwriting Agreement]

Exhibit 4.2

[FACE OF NOTE]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (�DTC�), OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE�& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE�& CO., HAS AN INTEREST HEREIN.

Eastman Chemical Company

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No. A-1	�	2.70% NOTE DUE 2020	�

CUSIP No.�277432 AQ3 ISIN No. US277432AQ36	�		�	$500,000,000

Eastman Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware (the �Company�), for value received, hereby promises to pay CEDE�& CO., or its registered assigns, the principal sum of $500,000,000 (Five Hundred Million United States dollars) or such other amounts that appear in the schedule attached hereto on January�15, 2020 (the �Maturity Date�), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semi-annually in arrears on January�15 and July�15 of each year (each, an �Interest Payment Date�), commencing July�15, 2015, and on the Maturity Date (or on any redemption or repayment date) the amount of interest on said principal sum, in like coin or currency, at the rate per annum specified in

the title of this Note, from and including November�20, 2014 or from but excluding the most recent Interest Payment Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date, will be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on January�1 or July�1 (in each case, whether or not a Business Day), as the case may be (each, a �Regular Record Date�), immediately preceding such Interest Payment Date. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor, shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date, and such interest may either (i)�be paid to the Person in whose name this Note is registered at the close of business on a special record date to be established for such payment by the Trustee or (ii)�be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal, any premium and the interest due on the Maturity Date (or on any redemption or repayment date) of this Note will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Company may determine. At the option of the Company, interest on the Notes may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Dated: November�20, 2014

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Eastman Chemical Company

By:	�	�
	�	Name:	�	Mary D. Hall
	�	Title:	�	Vice President and Treasurer

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated: November�20, 2014

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Wells Fargo Bank, National Association, as Trustee

By:	�	�
	�	Authorized Signatory

[REVERSE OF NOTE]

1. INDENTURE. (a)�This Note is one of a duly authorized issue of senior debt securities of the Company (hereinafter called the �Notes�), all issued or to be issued under and pursuant to the Indenture, dated as of June�5, 2012 (the �Indenture�), between the Company and Wells Fargo Bank, National Association, as Trustee (the �Trustee,� which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. The Company has appointed the Trustee as the paying agent (the �Paying Agent,� which term includes any additional or successor Paying Agent appointed by the Company) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. To the extent any provision of this Note conflicts with the Indenture, the Indenture shall govern and be controlling. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $800,000,000; provided that the Company may from time to time, without notice to or the consent of the Holders of the applicable series of Notes, create and issue additional Notes of such series (the �Additional Notes�) having the same terms and ranking equally and ratably with the Notes of such series in all respects and with the same CUSIP number as the Notes of the applicable series, or in all respects except for any differences in the issue price and the payment of interest accruing prior to the issue date of the Additional Notes or except for the first payment of interest following the issue date of such Additional Notes. Any Additional Notes will be consolidated and form a single series with the applicable series of Notes and shall have the same terms as to status, redemption and otherwise as such Notes. Any Additional Notes may be issued pursuant to authorization provided by a resolution of the Board of Directors of the Company, a supplement to the Indenture, or under an Officers� Certificate pursuant to the Indenture. No Additional Notes may be issued if an Event of Default has occurred and is continuing with respect to the Notes of such series. If such Additional Notes are not fungible for purposes of U.S. federal income tax purposes, such Notes shall have a different CUSIP number.

(b) All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

2. AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of any series and the Trustee with the consent of the Holders of a majority in aggregate principal amount of all of the Notes of each applicable series then Outstanding affected by such amendment or modification (treated as a single class). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of all of the Notes of each applicable series then Outstanding affected thereby (treated as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. For the avoidance of

doubt, with respect to any series of Notes, the consent or waiver, as the case may be, of Holders of Notes of such series required or permitted under the Indenture, as the case may be, if the Company so determines, may also be obtained from the Holders of a majority in principal amount of the Notes of that series

3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company or any other obligor on the Notes, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate, and in the coin or currency herein prescribed.

4. SPECIAL MANDATORY REDEMPTION. The Notes are subject to a special mandatory redemption in the event the Company�s acquisition (the �Acquisition�) of Taminco Corporation (�Taminco�), pursuant to the Agreement and Plan of Merger (the �Merger Agreement�), dated as of September�11, 2014, by and among the Company, Stella Merger Corporation, a subsidiary of the Company, and Taminco, is not consummated on or prior to May�30, 2015 or, if prior to May�30, 2015, the Merger Agreement is terminated (each such event, a �Redemption Event�). If a Redemption Event occurs, the Notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, whichever is later, to but excluding the Special Mandatory Redemption Date. The �Special Mandatory Redemption Date� means the earlier to occur of (1)�June�1, 2015, if the Merger has not been completed on or prior to May�30, 2015, or (2)�the 30th day (or if such day is not a business day, the first business day thereafter) following the termination of the Merger Agreement.

The Company will cause the notice of special mandatory redemption to be mailed, with a copy to the Trustee, within five business days after the occurrence of the Redemption Event to each Holder at its registered address.

5. OPTIONAL REDEMPTION. The Company may redeem the Notes, in whole or in part, at any time prior to December�15, 2019 at a Redemption Price equal to the greater of:

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100% of the principal amount of the Notes being redeemed; or

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as determined by a Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 17.5 basis points,

plus, in each case, accrued and unpaid interest on the Notes to the Redemption Date; provided that the principal amount of a Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof.

Commencing on December�15, 2019, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the Redemption Date.

�Adjusted Treasury Rate� means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

�Comparable Treasury Issue� means the United States Treasury security selected by a Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

�Quotation Agent� means the Reference Treasury Dealer appointed by the Company.

�Comparable Treasury Price� means, with respect to any Redemption Date for the Notes, (1)�the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2)�if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations obtained.

�Reference Treasury Dealer� means (1)�Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner�& Smith Incorporated (or any of their respective affiliates which are Primary Treasury Dealers (as defined herein)), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States of America (a �Primary Treasury Dealer�), the Company shall substitute therefor another Primary Treasury Dealer, and (2)�any other Primary Treasury Dealer selected by the Company.

�Reference Treasury Dealer Quotations� means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer as of 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

The Company will give notice to the Holders of Notes and the Trustee of any Notes to be redeemed of any redemption the Company proposes to make at least 30 days, but not more than 60 days, before the Redemption Date. If fewer than all of the Notes are to be redeemed, the Trustee must select the particular Notes to be redeemed by the method specified in the Indenture.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or the portion of the Notes called for redemption.

6. REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, and subject to certain conditions set forth in the Indenture, the Company will be required to offer to purchase all of the Outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

7. CERTAIN COVENANTS. The Indenture restricts, among other things, the ability of the Company and its Subsidiaries to incur certain secured indebtedness and the ability of the Company to merge or consolidate with, or transfer all or substantially all of its assets to, other companies. These covenants are subject to the defeasance procedures outlined in the Indenture.

8. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have occurred and be continuing under the Indenture, the principal hereof may be declared immediately due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

9. DEFEASANCE. The Indenture contains provisions for legal defeasance and covenant defeasance at any time of the Indebtedness on this Note upon compliance by the Company with certain conditions set forth therein.

10. DENOMINATIONS; EXCHANGES. (a)�The Notes are issuable in registered form without coupons in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denomination.

11. HOLDER AS OWNER. Prior to the due presentment of this Note for registration of transfer, the Company, the Trustee, any Registrar and any Paying Agent of the Company or the Trustee may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and none of the Company, the Trustee, any Registrar or any Paying Agent of the Company or the Trustee shall be affected by any notice to the contrary.

12. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any Indebtedness represented thereby, shall be had against any past, present or future incorporator, shareholder, officer or director, as such, of the Company or of any successor, either

directly or through the Company, or any successor corporation, under any constitution, statute or rule of law or by the enforcement of any assessment or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

13. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions thereof.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE

��

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

��

the within Note of Eastman Chemical Company and all rights thereunder and hereby irrevocably constitutes and appoints such person attorney to transfer such Note on the books of Eastman Chemical Company, with full power of substitution in the premises.

�


Dated:	�	�

Signature:	�	�

�


NOTICE:	��	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE MEDALLION GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF THE NEW YORK STOCK EXCHANGE.

�


Signature Guarantee:	�	�	Tax Identification No.:

�	�	�	�

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is U.S.$500,000,000. The following increases or decreases in the principal amount of this Note have been made:

�


Date	��	Amount�of decrease�in principal� amount�of this Note	��	Amount�of increase�in� principal amount of this Note	��	Principal�amount�of this Note following such decrease or increase	��	Signature�of authorized�signatory of Trustee
	��		��		��		��
	��		��		��		��
	��		��		��		��
	��		��		��		��
	��		��		��		��

Exhibit 4.3

[FACE OF NOTE]

Eastman Chemical Company

�


No. A-1	��	3.80% NOTE DUE 2025	��

CUSIP No.�277432 AR1	��		��	$500,000,000
ISIN No. US277432AR19	��		��

Eastman Chemical Company, a corporation duly organized and existing under the laws of the State of Delaware (the �Company�), for value received, hereby promises to pay CEDE�& CO., or its registered assigns, the principal sum of $500,000,000 (Five Hundred Million United States dollars) or such other amounts that appear in the schedule attached hereto on March�15, 2015 (the �Maturity Date�), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semi-annually in arrears on March�15 and September�15 of each year (each, an �Interest Payment Date�), commencing March�15, 2015, and on the Maturity Date (or on any redemption or repayment date) the amount of interest on said principal sum, in like coin or currency, at the rate per annum specified in

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date, will be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on March�1 or September�1 (in each case, whether or not a Business Day), as the case may be (each, a �Regular Record Date�), immediately preceding such Interest Payment Date. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor, shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date, and such interest may either (i)�be paid to the Person in whose name this Note is registered at the close of business on a special record date to be established for such payment by the Trustee or (ii)�be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, all as more fully provided in the Indenture referred to on the reverse hereof.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

�

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

�


Dated:	�	November�20, 2014	�	�

	�		�	�	Eastman Chemical Company

	�		�	�	By:	�	�
	�		�	�		�	Name:	�	Mary D. Hall
	�		�	�		�	Title:	�	Vice President and Treasurer

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

�


Dated:	�	November�20, 2014	�	�

	�		�	�	Wells Fargo Bank, National Association, as Trustee

	�		�	�	By:	�	�
	�		�	�		�	Authorized Signatory

[REVERSE OF NOTE]

(b) All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

5. OPTIONAL REDEMPTION. The Company may redeem the Notes, in whole or in part, at any time prior to December�15, 2024 at a Redemption Price equal to the greater of:

�

100% of the principal amount of the Notes being redeemed; or

�

Commencing on December�15, 2024, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to the Redemption Date.

�Quotation Agent� means the Reference Treasury Dealer appointed by the Company.

Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or the portion of the Notes called for redemption.

13. GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions thereof.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE

��

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

��

�


Dated:	�	�

Signature:	�	�

�


NOTICE:	��	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE MEDALLION GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF THE NEW YORK STOCK EXCHANGE.

�


Signature Guarantee:	�	�	Tax Identification No.:

�	�	�	�

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is U.S.$500,000,000. The following increases or decreases in the principal amount of this Note have been made:

�


Date	��	Amount�of decrease�in principal�amount�of this Note	��	Amount�of increase�in�principal amount of this Note	��	Principal�amount�of this Note following such decrease or increase	��	Signature�of authorized�signatory of Trustee
	��		��		��		��
	��		��		��		��
	��		��		��		��
	��		��		��		��
	��		��		��		��

Exhibit 5.1

[Jones Day Letterhead]

November�20, 2014

Eastman Chemical Company

200 South Wilcox Drive

Kingsport, Tennessee 37662

Re: $800,000,000 Aggregate Principal Amount of 2.70% Notes due 2020, $800,000,000 Aggregate Principal Amount of 3.80% Notes due 2025 and $400,000,000 Aggregate Principal Amount of 4.65% Notes due 2044 of Eastman Chemical Company

Ladies and Gentlemen:

We are acting as counsel for Eastman Chemical Company, a Delaware corporation (the �Company�), in connection with the issuance and sale of $800,000,000 aggregate principal amount of its 2.70% Notes due 2020 (the �2020 Notes�), $800,000,000 aggregate principal amount of its 3.80% Notes due 2025 (the �2025 Notes�) and $400,000,000 aggregate principal amount of its 4.65% Notes due 2044 (the �2044 Notes� collectively with the 2020 Notes and the 2025 Notes, the �Securities�), pursuant to the Underwriting Agreement, dated November�10, 2014 (the �Underwriting Agreement�), entered into by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner�& Smith Incorporated, acting as representatives of the several underwriters named therein (collectively, the �Underwriters�). The Securities have been issued pursuant to an indenture, dated as of June�5, 2012 (the �Indenture�), by and between the Company and Wells Fargo Bank, National Association, as trustee (the �Trustee�).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Securities constitute valid and binding obligations of the Company.

For purposes of the opinion expressed herein, we have assumed that (i)�the Trustee has authorized, executed and delivered the Indenture, (ii)�the Securities have been duly authenticated by the Trustee in accordance with the Indenture and (iii)�the Indenture is the valid, binding and enforceable obligation of the Trustee.

The opinion expressed herein is limited by: (i)�bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or

Eastman Chemical Company

November 20, 2014

Page 2

�

affecting creditors� rights generally and (ii)�by�general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

As to facts material to the opinion and assumptions expressed herein, we have relied upon oral and written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No.�333-181549) (the �Registration Statement�), filed by the Company to effect the registration of the Securities under the Securities Act of 1933 (the �Act�) and to the reference to Jones Day under the caption �Validity of Securities� in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section�7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

�

Very truly yours,

/s/ Jones Day

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Form 8-K EASTMAN CHEMICAL CO For: Nov 20

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