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EXHIBIT 4.09
EASTMAN CHEMICAL COMPANY
Officers' Certificate Pursuant to
Sections 201 and 301 of the Indenture
Pursuant to resolutions of the Board of Directors adopted by
unanimous consents, dated November 12, 1993 and December 4, 1993 (the
"Resolutions"), of Eastman Chemical Company (the "Company"), and the
determination, dated January 29, 1997 (the "Determination"), of a Designated
Officer (as defined in the Resolutions) of the Company pursuant to the
Resolutions and Sections 201 and 301 of the Indenture, dated as of January 10,
1994 (the "Indenture"), between the Company and The Bank of New York, as Trustee
(the "Trustee"), the undersigned certify that the terms of the series of
Debentures established pursuant to the Resolutions, the Determination and
Section 301 of the Indenture shall be as follows. Capitalized terms not defined
herein shall have the meanings assigned to them in the Indenture or the
Prospectus, dated January 30, 1997, and the Prospectus Supplement, dated January
30, 1997.
(a) The title of the series of Debt Securities is "7.60% Debentures due
February 1, 2027" (the Debentures").
(b) The aggregate principal amount of the Debentures that may be
authenticated and delivered under the Indenture shall be $300,000,000
(except for Debentures authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Debentures
pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture and
except for any Debentures that, pursuant to Section 303, are deemed
never to have been delivered thereunder).
(c) Each Debenture shall mature, and the principal amount thereof shall be
payable, on February 1, 2027.
(d) The rate at which each Debenture shall bear interest shall be 7.60%
per annum. Each Debenture shall bear interest from February 3, 1997 or
from the last date to which payment of interest has been made or duly
provided for. Interest on the Debentures shall be payable
semi-annually on February 1 and August 1 of each year (each an
"Interest Payment Date"), commencing August 1, 1997. Interest shall be
payable to the person in whose name a Debenture is registered at the
close of business on the January 15 or July 15, as the case may be,
next preceding each Interest Payment Date.
(e) The Debentures may not be redeemed by the Company prior to Maturity.
(f) The Debentures will not have the benefit of any sinking fund and the
provisions of Article 13 of the Indenture relating to defeasance and
covenant defeasance will apply to the Debentures.
(g) The Debentures shall be issued initially in the form of one or more
Global Securities (collectively, the "Global Note") and the Depository
for such Global Note shall initially be The Depository Trust Company
("DTC"). Initially, the Global Note shall be issued to DTC, registered
in the name of Cede & Co., as the nominee of DTC.
Except as otherwise set forth herein, in the Indenture or in the
Global Note, owners of beneficial interests in the Debentures
evidenced by the Global Note will not be entitled to any rights under
the Indenture with respect to the Global Note, and the Depository may
be treated by the Company, the Trustee, and any agent of the Company
or the Trustee as the owner of the Global Note for all purposes
whatsoever.
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(h) The Debentures shall be unsecured and unsubordinated obligations of
the Company, and shall rank pari passu with the Company's other
unsecured and unsubordinated indebtedness.
(i) The Debentures shall be substantially in the form of Annex A attached
hereto, with such modifications thereto as may be approved by a
Designated Officer.
IN WITNESS WHEREOF, the undersigned, hereunto duly authorized, has
duly signed and delivered, or caused to be delivered, to the Trustee
under the Indenture, this Officer's Certificate.
Dated: February 3, 1997
/s/ Larry A. Munsey
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Larry A. Munsey
Treasurer of the Company
/s/ H. Virgil Stephens
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H. Virgil Stephens
Senior Vice President and
Chief Financial Officer
CERTIFICATION
I, Gary R. Whitaker, Assistant Secretary of the Company, do hereby certify
that H. Virgil Stephens is on the date hereof the duly elected or appointed
Chief Financial Officer of the Company and is a Senior Vice President of the
Company and the signature set forth above is his own true signature, and further
certify that Larry A. Munsey is on the date hereof the duly elected or appointed
Treasurer of the Company and the signature set forth above is his own true
signature.
/s/ Gary R. Whitaker
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Gary R. Whitaker
Assistant Secretary
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