EASTMAN CHEMICAL COMPANY $1,000,000,000 2.4% Notes due 2017 $900,000,000 3.6% Notes due 2022 $500,000,000 4.8% Notes due 2042 Underwriting AgreementUnderwriting Agreement • June 5th, 2012 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • New York
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”), $1,000,000,000 principal amount of its 2.4% Notes due 2017 (the “2017 Notes”), $900,000,000 principal amount of its 3.6% Notes due 2022 (the “2022” Notes”) and $500,000,000 principal amount of its 4.8% Notes due 2042 (the “2042” Notes” collectively with the 2017 Notes and the 2022 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”).
EASTMAN CHEMICAL COMPANY and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 5, 2012Indenture • June 5th, 2012 • Eastman Chemical Co • Plastic materials, synth resins & nonvulcan elastomers • New York
This INDENTURE dated as of , 20 is between Eastman Chemical Company, a Delaware corporation, and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
