Chattem Inc Sample Contracts

Chattem Inc – CHATTEM, INC. SANOFI-AVENTIS and First Supplemental Indenture Dated as of March 10, 2010 to the Indenture Dated as of April 11, 2007 (March 15th, 2010)

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 10, 2010, is entered into by and among Chattem, Inc., a Tennessee corporation (the “Company”), sanofi-aventis, a French societe anonymé (“sanofi”), and U.S. Bank National Association, a national banking association (the “Trustee”).

Chattem Inc – CHATTEM, INC. SANOFI-AVENTIS and First Supplemental Indenture Dated as of March 10, 2010 to the Indenture Dated as of November 22, 2006 (March 15th, 2010)

This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of March 10, 2010, is entered into by and among Chattem, Inc., a Tennessee corporation (the “Company”), sanofi-aventis, a French societe anonymé (“sanofi”), and U.S. Bank National Association, a national banking association (the “Trustee”).

Chattem Inc – Amendment to the Amended and Restated Bylaws (February 12th, 2010)
Chattem Inc – CHATTEM, INC. GIVES NOTICE OF FUNDAMENTAL CHANGE CONVERSION RIGHTS TO HOLDERS OF CONVERTIBLE SENIOR NOTES (February 12th, 2010)

Chattanooga, TN- February 9, 2010 – Chattem, Inc. (NASDAQ: CHTT) announced that, pursuant to the terms of the indentures (the “Indentures”) governing its 2.00% convertible senior notes due 2013 and 1.625% convertible senior notes due 2014 (collectively, the “Notes”), a Fundamental Change (as such term is defined in the respective Indentures) occurred on February 9, 2010 (the “Fundamental Change Effective Date”) as a result of the successful completion of the tender offer, commenced by River Acquisition Corp., a Tennessee corporation and an indirect wholly-owned subsidiary of sanofi-aventis, a French société anonyme, on January 11, 2010, for all outstanding shares of common stock of Chattem for $93.50 per share, net to the seller in cash, without interest and less any required withholding taxes pursuant to the Agreement and Plan of Merger, dated December 20, 2009, among Chattem, sanofi-aventis and River Acquisition Corp.

Chattem Inc – MASTER TRADEMARK LICENSE AGREEMENT BETWEEN SIGNAL INVESTMENT & MANAGEMENT COMPANY AND SUNDEX, INC. (January 28th, 2010)

This Master Trademark License Agreement is made and entered into by and between Signal Investment & Management Co., a Delaware corporation ("Signal"), having its principal place of business at Suite 1300, 1105 Market Street, Wilmington, Delaware 19890, and SunDex, Inc., a Tennessee corporation ("SunDex"), having its principal place of business located at 1715 W. 38th Street, Chattanooga, Tennessee 37409, effective as of March 22, 2002.

Chattem Inc – AGREEMENT AND PLAN OF MERGER Dated as of December 20, 2009 among SANOFI- AVENTIS, RIVER ACQUISITION CORP. and CHATTEM, INC. (December 23rd, 2009)

This AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2009 (this “Agreement”), is among SANOFI-AVENTIS, a French société anonyme (“Parent”), RIVER ACQUISITION CORP., a newly-formed Tennessee corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and CHATTEM, INC., a Tennessee corporation (the “Company”). Capitalized terms used in this Agreement are as defined in Section 8.12.

Chattem Inc – FIRST AMENDMENT TO THE RIGHTS AGREEMENT (December 23rd, 2009)

THIS AMENDMENT dated as of December 21, 2009 (this “Amendment”), amends the Rights Agreement, dated as of January 27, 2000 (the “Agreement”), by and between CHATTEM, INC. (the “Company”), a Tennessee corporation, and SUNTRUST BANK, ATLANTA, a Georgia banking corporation (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Chattem Inc – Form of the Amendment to the Amended and Restated Bylaws (December 23rd, 2009)
Chattem Inc – SEVENTH AMENDMENT TO CREDIT AGREEMENT (October 6th, 2009)

THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2009, is by and among CHATTEM, INC., a Tennessee corporation (the “Borrower”), each of the Borrower’s Domestic Subsidiaries (individually a “Guarantor” and collectively with the Borrower, the “Credit Parties”), the Lenders party hereto and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”).

Chattem Inc – CHATTEM, INC. ANNUAL CASH INCENTIVE PLAN (January 29th, 2009)
Chattem Inc – Chattem Announces Issuance of Common Stock in Exchange for 2% Convertible Notes (December 8th, 2008)

This press release contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words, “believes,” “expects,” “may,” “anticipates,” “plans,” “estimates” or similar expressions. Forward-looking statements are only predictions and are not guarantees of performance. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Important factors that could cause

Chattem Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (July 10th, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) has been made and entered into as of the 8th day of July, 2008, between CHATTEM, INC., a Tennessee corporation (“Company”) and ZAN GUERRY (“Executive”).

Chattem Inc – FORM OF SECOND AMENDED AND RESTATED NON-COMPETITION AND SEVERANCE AGREEMENT (July 10th, 2008)

This Second Amended and Restated Non-Competition and Severance Agreement (this “Agreement”) is made and entered into as of the 8th day of July, 2008, by and between CHATTEM, INC., a Tennessee corporation (the “Company”) and __________________________ (the “Executive”).

Chattem Inc – SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT (July 10th, 2008)

This Second Amended and Restated Severance Agreement (the “Agreement”) is made and entered into as of the 8th day of July, 2008, by and between CHATTEM, INC., a Tennessee corporation (the “Company”) and ZAN GUERRY (the “Executive”).

Chattem Inc – CHATTEM, INC. ANNUAL CASH INCENTIVE PLAN (May 7th, 2008)
Chattem Inc – CHATTEM, INC., AS ISSUER, ANY GUARANTORS PARTY HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, INDENTURE DATED AS OF , 2008 DEBT SECURITIES (May 7th, 2008)

THIS INDENTURE, dated as of             , 2008, among Chattem, Inc., a corporation duly organized and existing under the laws of the State of Tennessee (herein called the “Company”), having its principal executive office at 1715 West 38th Street, Chattanooga, Tennessee 37409, any Guarantors (as defined herein) party hereto, and U.S. Bank National Association, a national banking association, as Trustee (herein called the “Trustee”).

Chattem Inc – SEPARATION AGREEMENT (January 29th, 2008)

THIS SEPARATION AGREEMENT (hereinafter “Agreement”) is made and entered into by and between Richard W. Kornhauser (“Mr. Kornhauser”) and Chattem, Inc. (“Chattem”) in order to reach an amicable termination of their employment relationship and to promote harmonious relations in the future.

Chattem Inc – Incentive Compensation Plan (January 29th, 2008)

The Company’s annual incentive compensation plan is intended to assist the Company in rewarding and motivating key employees, focuses strongly on Company and individual performance, and provides a fully competitive compensation package to plan participants.  As a pay-for-performance plan, cash incentive awards are paid annually based on the achievement of performance objectives for the year.  Under the plan, each plan participant is provided a range of potential annual incentive awards based on competitive award levels in the marketplace.  Actual awards paid under the plan are based on the Company’s corporate performance.  Individual performance is also considered in determining actual award levels, but is assessed in a non-formulaic fashion.  The incentive compensation plan performance objective is earnings per share performance against plan.  The maximum incentive awards that could be awarded to

Chattem Inc – RETIREMENT AGREEMENT (January 29th, 2008)

THIS RETIREMENT AGREEMENT (hereinafter “Agreement”) is made and entered into by and between Donald K. Riker (“Dr. Riker”) and Chattem, Inc. (“Chattem”) in order to reach an amicable termination of their employment relationship and to promote harmonious relations in the future.

Chattem Inc – Amendment to the Amended and Restated By-Laws Approved by the Board of Directors of Chattem, Inc. November 7, 2007 (November 13th, 2007)
Chattem Inc – 1.625% CONVERTIBLE SENIOR NOTES DUE 2014 (April 17th, 2007)
Chattem Inc – CONFIRMATION OF OTC WARRANT TRANSACTION (April 17th, 2007)
Chattem Inc – Registration Rights Agreement (April 17th, 2007)
Chattem Inc – CONFIRMATION OF OTC CONVERTIBLE NOTE HEDGE (April 17th, 2007)
Chattem Inc – PURCHASE AGREEMENT (April 11th, 2007)
Chattem Inc – Chattem, Inc. Announces Pricing of Convertible Notes Offering (April 11th, 2007)
Chattem Inc – SIXTH AMENDMENT TO CREDIT AGREEMENT (April 4th, 2007)
Chattem Inc – RETIREMENT AGREEMENT (February 12th, 2007)

THIS RETIREMENT AGREEMENT (hereinafter “Agreement”) is made and entered into by and between Donald K. Riker (“Dr. Riker”) and Chattem, Inc. (“Chattem”) in order to reach an amicable termination of their employment relationship and to promote harmonious relations in the future.

Chattem Inc – Independent Auditors’ Report The Board of Directors Pfizer Inc. (February 12th, 2007)

We have audited the accompanying combined statements of net assets sold of the Cortizone, Kaopectate and Unisom product lines (the “Divested Product Lines”) as of October 1, 2006 and December 31, 2005, and the related combined statements of direct revenue and direct operating expenses for the nine month period ended October 1, 2006 and the years ended December 31, 2005 and 2004. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

Chattem Inc – Incentive Compensation Plan (February 12th, 2007)

The Company’s annual incentive compensation plan is intended to assist the Company in rewarding and motivating key employees, focuses strongly on Company and individual performance, and provides a fully competitive compensation package to plan participants. As a pay-for-performance plan, cash incentive awards are paid annually based on the achievement of performance objectives for the year. Under the plan, each plan participant is provided a range of potential annual incentive awards based on competitive award levels in the marketplace. Actual awards paid under the plan are based on the Company’s corporate performance. Individual performance is also considered in determining actual award levels, but is assessed in a non-formulaic fashion. The incentive compensation plan performance objective is earnings per share performance against plan. The maximum incentive awards that could be awarded to the Company

Chattem Inc – Independent Auditors’ Report To the Management of the Consumer Products Company and Personal Products Company of Johnson & Johnson (February 12th, 2007)

We have audited the accompanying combined statements of net assets to be sold as of October 1, 2006 and January 1, 2006, and the related combined statements of revenue and direct operating expenses for the nine months ended October 1, 2006 and the years ended January 1, 2006 and January 2, 2005 of the ACT and Balmex brands of Johnson & Johnson. These combined statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.

Chattem Inc – FIFTH AMENDMENT TO CREDIT AGREEMENT (December 28th, 2006)

THIS CREDIT AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "Credit Agreement"), is entered into as of February 26, 2004 among CHATTEM, INC., a Tennessee corporation (the "Borrower"), each of the Borrower's Domestic Subsidiaries, individually a "Guarantor" and collectively the "Guarantors"), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the "Agent").

Chattem Inc – CHATTEM, INC. 2.00% CONVERTIBLE SENIOR NOTES DUE 2013 INDENTURE DATED AS OF NOVEMBER 22, 2006 U.S. BANK, NATIONAL ASSOCIATION AS TRUSTEE (November 29th, 2006)

THIS INDENTURE dated as of November 22, 2006 is between Chattem, Inc., a corporation duly organized under the laws of the Tennessee (the “Company”), and U.S. Bank, National Association, a national banking association, as Trustee (the “Trustee”).

Chattem Inc – Confirmation of OTC Warrant Transaction (November 29th, 2006)

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule, with the elections specified in the “ISDA Master Agreement” Section of this Confirmation and amended in the manner specified in Appendix B to the ISDA User’s Guide to the 2002 Master Agreement to implement the “Close-out Amount”) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of t

Chattem Inc – Confirmation of OTC Convertible Note Hedge (November 29th, 2006)

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule, with the elections specified in the “ISDA Master Agreement” Section of this Confirmation and amended in the manner specified in Appendix B to the ISDA User’s Guide to the 2002 Master Agreement to implement the “Close-out Amount”) on the Trade Date. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of t