exv4w1






Exhibit 4.1




[Face of Security]




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO EASTMAN CHEMICAL 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.



CUSIP No. 277432AH3




EASTMAN CHEMICAL COMPANY




5.500% Notes due 2019




			
	No. 1
	 	$250,000,000






     EASTMAN CHEMICAL COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Two Hundred Fifty Million Dollars ($250,000,000) on
November 15, 2019, and to pay interest thereon from November 2, 2009 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15
and November 15 in each year, commencing May 15, 2010, at the rate of 5.500% per annum, until the
principal hereof is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a



 









 




Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. Interest on the Securities of this series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.




     Payment of the principal of (and premium, if any) and any such interest on this Security will
be made at the office or agency of the Company maintained for that purpose in The City of New York,
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.



     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



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     In Witness Whereof, the Company has caused this instrument to be duly executed under
its corporate seal.



	 	 	 	 	 
	 	EASTMAN CHEMICAL COMPANY

 	 
	 	By:  	 	 
	 	 	Mary D. Hall 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	Attest:

 	 
	 	 
	Brian L. Henry 	 
	Assistant Secretary 	 
	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: November 2, 2009




	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

As Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 



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[Reverse of Security]





     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
January 10, 1994 (herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York Mellon Trust Company, N.A., as
Trustee (herein called the “Trustee”, which term includes any successor Trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, initially limited in
aggregate principal amount to $250,000,000; provided that the Company may from time to time,
without notice to or the consent of the Holders of Securities, create and issue further Securities
of this series (the “Additional Securities”) having the same terms and ranking equally and ratably
with the Securities of this series in all respects and with the same CUSIP number as the Securities
of this series, or in all respects except for the payment of interest accruing prior to the Issue
Date or except for the first payment of interest following the issue date of such Additional
Securities. Any Additional Securities will be consolidated and form a single series with the
Securities and shall have the same terms as to status, redemption and otherwise as the Securities.
Any Additional Securities 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 Securities may be issued if an Event of Default has
occurred with respect to the Securities of this series.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     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
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.



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     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.



     The Company may redeem the Securities, in whole or in part, at the Company’s option, at any
time at a Redemption Price equal to the greater of:




	 	•	 	100% of the principal amount of the Securities to be redeemed; or
	 
	 	•	 	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 30 basis points




plus, in each case, accrued and unpaid interest on the Securities 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.




     “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.



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     “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 Trustee after
consultation with the Company.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Reference Treasury Dealer” means (1) Citigroup Global Markets Inc., J.P. Morgan Securities
Inc. and their respective successors; provided, however, that if either of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (2) any other
Primary Treasury Dealer selected by the Trustee after consultation with the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, 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 Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such Redemption Date.



     The Company will give notice to the Trustee of any redemption the Company proposes to make at
least 30 days, but not more than 60 days, before the Redemption Date.



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



     Upon the occurrence of a Change of Control Triggering Event with respect to the Securities,
unless the Company has exercised its right to redeem the Securities as described above, each holder
of Securities will have the right to require the Company to purchase all or a portion of such
holder’s Securities pursuant to the offer described below (the “Change of Control Offer”), at a
purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase (the “Change of Control Payment”), subject to the rights of holders of
Securities on the relevant record date to receive interest due on the relevant interest payment
date.



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     Within 30 days following the date upon which the Change of Control Triggering Event occurred
with respect to the Securities, or at the Company’s option, prior to any Change of Control but
after the public announcement of the pending Change of Control, the Company will be required to
send, by first class mail, a notice to each holder of Securities, with a copy to the Trustee, which
notice will govern the terms of the Change of Control Offer. Such notice will state, among other
things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the
date such notice is mailed, other than as may be required by law (the “Change of Control Payment
Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will
state that the Change of Control Offer is conditioned on the Change of Control being consummated on
or prior to the Change of Control Payment Date.



     On the Change of Control Payment Date, the Company will, to the extent lawful:




	 	•	 	accept or cause a third party to accept for payment all Securities or
portions of Securities properly tendered pursuant to the Change of Control
Offer;
	 
	 	•	 	deposit or cause a third party to deposit with the paying agent an amount
equal to the Change of Control Payment in respect of all Securities or portions
of Securities properly tendered; and
	 
	 	•	 	deliver or cause to be delivered to the Trustee the Securities properly
accepted together with an Officers’ Certificate stating the aggregate principal
amount of Securities or portions of Securities being repurchased and that all
conditions precedent to the Change of Control Offer and to the repurchase by
the Company of Securities pursuant to the Change of Control Offer have been
complied with.





     The Company will not be required to make a Change of Control Offer with respect to the
Securities if a third party makes such an offer in the manner, at the times and otherwise in
compliance with the requirements for such an offer otherwise required to be made by the Company and
such third party purchases all the Securities properly tendered and not withdrawn under its offer.



     The Company will comply in all material respects with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934 (the “Exchange Act”), and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent
that the provisions of any such securities laws or regulations conflict with the Change of Control
Offer provisions of the Securities, the Company will comply with those securities laws and
regulations and will not be deemed to have breached its obligations under the Change of Control
Offer provisions of the Securities by virtue of any such conflict.



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     For purposes of the foregoing discussion of a Change of Control Offer, the following
definitions are applicable:



     “Below Investment Grade Rating Event” means the Securities cease to be rated Investment Grade
by each of the Rating Agencies on any date during the period (the “Trigger
Period”) commencing on the earlier of (a) the occurrence of a Change of Control and (b) the
first public announcement by the Company of any Change of Control (or pending Change of Control)
and ending 60 days following the consummation of such Change of Control (which Trigger Period will
be extended if the rating of the Securities is under publicly announced consideration for possible
downgrade by any Rating Agency on such 60th day, such extension to last with respect to each Rating
Agency until the date on which such Rating Agency considering such possible downgrade either (x)
rates the Securities below Investment Grade or (y) publicly announces that it is no longer
considering the Securities for possible downgrade; provided, that no such extension will occur if
on such 60th day the Securities are rated Investment Grade not subject to review for possible
downgrade by any Rating Agency); provided, that a rating event will not be deemed to have occurred
in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade
Rating Event for purposes of the definition of Change of Control Triggering Event) if each Rating
Agency making the reduction in rating does not publicly announce or confirm or inform the Trustee
in writing at the Company’s request that the reduction was the result, in whole or in part, of any
event or circumstance comprised of or arising as a result of, or in respect of, the Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Below
Investment Grade Rating Event).



     “Change of Control” means the occurrence of any of the following after the date of issuance of
the Securities:



     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its subsidiaries taken as a whole to any
“person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to
the Company or one of its subsidiaries;



     (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used in
Section 13(d)(3) of the Exchange Act, it being agreed that an employee of the Company or any of its
subsidiaries for whom shares are held under an employee stock ownership, employee retirement,
employee savings or similar plan and whose shares are voted in accordance with the instructions of
such employee shall not be a member of a “group” (as that term is used in Section 13(d)(3) of the
Exchange Act) solely because such employee’s shares are held by a Trustee under said plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of the Company’s Voting Stock representing more than 50% of the voting power of the
Company’s outstanding Voting Stock;



     (3) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the Company’s outstanding Voting Stock or Voting Stock of such other Person is
converted into or exchanged for cash, securities or other property, other than any such transaction
where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or
is converted into or exchanged for, Voting Stock representing more than 50% of the voting power of
the Voting Stock of the surviving Person immediately after giving effect to such transaction; or



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     (4) during any period of 24 consecutive calendar months, the majority of the members of the
Company’s Board of Directors shall no longer be composed of individuals (a) who were members of the
Company’s Board of Directors on the first day of such period or (b) whose election or nomination to
the Company’s Board of Directors was approved by individuals referred to in clause (a) above
constituting, at the time of such election or nomination, at least a majority of the Company’s
Board of Directors or, if directors are nominated by a committee of the Company’s Board of
Directors, constituting at the time of such nomination, at least a majority of such committee.



     Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control
if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and
(ii) the direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Company’s Voting Stock
immediately prior to that transaction.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event. Notwithstanding the foregoing, no Change of Control Triggering
Event will be deemed to have occurred in connection with any particular Change of Control unless
and until such Change of Control has actually been consummated.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent
under any successor rating category of S&P), and the equivalent investment grade credit rating from
any replacement rating agency or rating agencies selected by the Company under the circumstances
permitting the Company to select a replacement agency and in the manner for selecting a replacement
agency, in each case as set forth in the definition of “Rating Agency.”



     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



     “Rating Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or S&P ceases
to provide rating services to issuers or investors, the Company may appoint another “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act as a replacement for such Rating Agency; provided, that the Company shall give
notice of such appointment to the Trustee.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Voting Stock” of any specified Person as of any date means the capital stock of such Person
that is at the time entitled to vote generally in the election of the board of directors of such
Person.



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     For purposes of the Securities, the following definition is applicable:



     “Person” means any individual, corporation, partnership, limited liability company, business
trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated
organization or government or any agency or political subdivision thereof.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     This Security shall be governed by and construed in accordance with the law of the State of
New York.




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