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Asset Purchase Agreement
Asset Purchase Agreement (141K)
Doc #137661: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement, dated as of March 5, 2002 (this "Agreement"), is entered into by and between ABBOTT LABORATORIES, an Illinois corporation ("Seller"), and CHATTEM, INC., a Tennessee corporation ("Buyer"). Seller and Buyer sometimes are referred to herein collectively as the "Parties" and individually as a "Party."
WITNESSETH:
WHEREAS, Seller wishes to sell certain of its assets and liabilities related to developing, manufacturing, marketing and selling the products listed on Exhibit A attached hereto (collectively, the "Products") commonly known as the Selsun Blue product line (expressly excluding the Animal Applications Business (as defined herein)), which includes the trademarks and trade names listed on Schedule 2.1(c) attached hereto, anywhere in the world other than India (the "Product Line") to Buyer, and Buyer wishes to purchase such assets from Seller and assume such liabilities.
NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions herein contained, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:
ARTICLE 1DEFINITIONS; CONSTRUCTION
1.1 Definitions. The following initially capitalized terms have the following meanings when used herein:
"1933 Act" has the meaning set forth in Section 8.15.
"1934 Act" has the meaning set forth in Section 8.15.
"ADR" has the meaning set forth on Exhibit F attached hereto.
"Accountants" has the meaning set forth in Section 3.5(b).
"Accounts Receivable" has the meaning set forth in Section 2.2(b).
"Actual Marketing Permit Approval Time" has the meaning set forth in Section 4.2(c)(vi).
"Affiliate" means (a) any corporation or business entity fifty percent (50%) or more of the voting stock of which is owned directly or indirectly by any Party; (b) any corporation or business entity that directly or indirectly owns fifty percent (50%) or more of the voting stock of any Party; or (c) any corporation or business entity under the direct or indirect Control of such corporation or business entity as described in clause (a) or (b) above; provided, however, that with respect to Seller, the term "Affiliate" shall specifically exclude TAP Holdings Inc., TAP Finance Inc. and TAP Pharmaceuticals Products Inc.
"Agreement" means this Asset Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with its terms.
"Animal Applications Business" means certain assets and liabilities of Seller and its Affiliates related to developing, manufacturing, marketing and selling shampoos and health related products for non-human application, including, without limitation, the developing, manufacturing, marketing and selling of Seleen and any other product in the Selsun Blue product line intended exclusively for non-human application.
"Allocation Schedule" has the meaning set forth in Section 3.3.
"Assignment and Assumption Agreement" means the Assignment and Assumption Agreement and Bill of Sale attached hereto as Exhibit C.
"Assumed Liabilities" has the meaning set forth in Section 2.3.
"Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are not authorized to close in Chicago, Illinois.
"Buyer" has the meaning set forth in the introductory paragraph hereof.
"Buyer's Officer's Certificate" has the meaning set forth in Section 7.3(c).
"Buyer Tax Indemnification" has the meaning set forth in Section 9.2(b)(v).
"CPR" has the meaning set forth on Exhibit F attached hereto.
"Calculation" has the meaning set forth in Section 3.5(a).
"Closing" means the closing of the purchase and sale of the Closing Assets and the assignment and assumption of the Assumed Liabilities each as contemplated by this Agreement.
"Closing Assets" has the meaning set forth in Section 2.1.
"Closing Date" means the date, time and place for the Closing as set forth in Section 4.1.
"Confidentiality Agreement" has the meaning set forth in Section 11.3(a).
"Contracts" has the meaning set forth in Section 2.1(d).
"Control" means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or equity interest, by contract or otherwise.
"Delay Notice" has the meaning set forth in Section 4.2(c)(vi).
"Excluded Assets" has the meaning set forth in Section 2.2.
"Excluded Liabilities" has the meaning set forth in Section 2.4.
"Extension Option" has the meaning set forth in Section 4.2(c)(vi).
"FDA" means the Federal Food and Drug Administration.
"Financing Commitments" has the meaning set forth in Section 6.6.
"Financial Statements" has the meaning set forth in Section 5.11.
"Governmental Authority" means any nation or government, any state, local or other political subdivision thereof, and any entity, department, commission, bureau, agency, authority, board, court, official or officer, domestic or foreign, exercising executive, judicial, regulatory or administrative functions of or pertaining to government.
"Impeding Factors" has the meaning set forth in Section 4.2(c)(i).
"Indemnified Person" has the meaning set forth in Section 9.5(a).
"Indemnifying Person" has the meaning set forth in Section 9.5(a).
"India" means the Republic of India.
"Indian Business" means certain assets and liabilities of Seller and its Affiliates related to developing, manufacturing, marketing and selling the Selsun Blue product line in India, including, without limitation, products intended for human or non-human application in India.
"Indian Business Licensee" has the meaning set forth in Section 8.14(a).
"Information" has the meaning set forth in Section 11.3(b).
"International Inventory Cost" has the meaning set forth in Section 4.2(c)(v).
137661
|
Chattem
As referenced in this Asset Purchase Agreement:
CHATTEM, INC – navigate through this document
Exhibit 2.1
ASSET PURCHASE AGREEMENT
dated as of March 5, 2002
by and between
ABBOTT LABORATORIES
("Seller")
and
CHATTEM, INC .
("Buyer")
TABLE OF CONTENTS
Page
ARTICLE 1Definitions; construction
1
1.1
Definitions
1
1.2
Construction
5
ARTICLE 2Purchase and Sale
5
_____________
CHATTEM, INC – Purchase Agreement, dated as of March 5, 2002 (this "Agreement"), is entered into by and between ABBOTT LABORATORIES, an Illinois corporation ("Seller"), and CHATTEM, INC ., a Tennessee corporation ("Buyer"). Seller and Buyer sometimes are referred to herein collectively as the "Parties" and individually as a "Party."
WITNESSETH:
_____________
Chattem, Inc – with proper postage and documentation, for first-class registered or certified mail, prepaid.
Notices shall be addressed as follows:
If to Buyer, to:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Attn: President and Chief Operating Officer
Facsimile Number: (423) 821-6423
with copies to:
Miller &
_____________
CHATTEM, INC – and Buyer hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.
CHATTEM, INC .
By:
A. Alexander Taylor II
President and Chief Operating Officer
ABBOTT LABORATORIES
By:
Gary L. Flynn
President, Ross Products Division, Abbott Laboratories
_____________
Chattem, Inc – Agreement (this "Amendment") is entered into and effective as of March 21, 2002, by and between Abbott Laboratories, an Illinois corporation ("Seller") and Chattem, Inc ., a Tennessee corporation ("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement, dated March 5, 2002 (the "
_____________
dt 207484
;
Abbott Labs
As referenced in this Asset Purchase Agreement:
ABBOTT LABORATORIES – Click here to rapidly navigate through this document
Exhibit 2.1
ASSET PURCHASE AGREEMENT
dated as of March 5, 2002
by and between
ABBOTT LABORATORIES
("Seller")
and
CHATTEM, INC.
("Buyer")
TABLE OF CONTENTS
Page
ARTICLE 1Definitions; construction
1
1.1
Definitions
1
1.2
Construction
5
ARTICLE
_____________
ABBOTT LABORATORIES, – 34
ii
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement, dated as of March 5, 2002 (this "Agreement"), is entered into by and between ABBOTT LABORATORIES, an Illinois corporation ("Seller"), and CHATTEM, INC., a Tennessee corporation ("Buyer"). Seller and Buyer sometimes are referred to herein collectively as the "
_____________
"Abbott Laboratories" – 5
associated artwork relating exclusively to the Product Line (which, for purposes of clarification, does not include the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof or the stylized symbol "A"); (iv) the domain name www.selsunblue.com; and (v) all other Technical Information (
_____________
"Abbott Laboratories" – or referred to in clause (ii), (iii), (iv) or (v) of Section 2.1(c), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof and the stylized symbol "A";
(f) all real property, buildings, structures and improvements thereon, whether owned or leased
_____________
"Abbott Laboratories" – the Inventory Trademark License Agreement, neither Buyer nor any of Buyer's Affiliates shall use or permit its distributors to use the name "Abbott Laboratories" or any other corporate, trade or service marks or names owned or used by Seller or its Affiliates, respectively, unless such marks
_____________
dt 90534
;
|
 Jones Day
As referenced in this Asset Purchase Agreement:
Jones, Day – 4CLOSINGS
4.1 Closing Date. The Closing hereunder shall take place at the offices of Jones, Day , Reavis & Pogue, 1900 Huntington Center, 41 South High Street, Columbus, Ohio 43215, on
Jones, Day – Senior Vice President, Secretary and General Counsel
Facsimile Number: (847) 938-6277
with copies to:
Jones, Day , Reavis & Pogue
1900 Huntington Center
Columbus, Ohio 43215
Attn: Randall M. Walters
Facsimile
dt 35994
|
Preview
Full Doc
| 2002 |
Asset Purchase Agreement
Asset Purchase Agreement (141K)
Doc #297071: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
dated as of March 5, 2002
by and between
ABBOTT LABORATORIES
("Seller")
and
CHATTEM, INC.
("Buyer")
TABLE OF CONTENTS
Page
ARTICLE 1?Definitions; construction
1
1.1
Definitions
1
1.2
Construction
5
ARTICLE 2?Purchase and Sale
5
2.1
Agreements to Purchase and Sell
5
2.2
Excluded Assets
6
. . .
297071
|
Chattem
As referenced in this Asset Purchase Agreement:
CHATTEM, INC – navigate through this document
Exhibit 2.1
ASSET PURCHASE AGREEMENT
dated as of March 5, 2002
by and between
ABBOTT LABORATORIES
("Seller")
and
CHATTEM, INC .
("Buyer")
TABLE OF CONTENTS
Page
ARTICLE 1Definitions; construction
1
1.1
Definitions
1
1.2
Construction
5
ARTICLE 2Purchase and Sale
5
_____________
CHATTEM, INC – Purchase Agreement, dated as of March 5, 2002 (this "Agreement"), is entered into by and between ABBOTT LABORATORIES, an Illinois corporation ("Seller"), and CHATTEM, INC ., a Tennessee corporation ("Buyer"). Seller and Buyer sometimes are referred to herein collectively as the "Parties" and individually as a "Party."
WITNESSETH:
_____________
Chattem, Inc – with proper postage and documentation, for first-class registered or certified mail, prepaid.
Notices shall be addressed as follows:
If to Buyer, to:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Attn: President and Chief Operating Officer
Facsimile Number: (423) 821-6423
with copies to:
Miller &
_____________
CHATTEM, INC – and Buyer hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written.
CHATTEM, INC .
By:
A. Alexander Taylor II
President and Chief Operating Officer
ABBOTT LABORATORIES
By:
Gary L. Flynn
President, Ross Products Division, Abbott Laboratories
_____________
Chattem, Inc – Agreement (this "Amendment") is entered into and effective as of March 21, 2002, by and between Abbott Laboratories, an Illinois corporation ("Seller") and Chattem, Inc ., a Tennessee corporation ("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement, dated March 5, 2002 (the "
_____________
dt 261608
;
Abbott Labs
As referenced in this Asset Purchase Agreement:
ABBOTT LABORATORIES – Click here to rapidly navigate through this document
Exhibit 2.1
ASSET PURCHASE AGREEMENT
dated as of March 5, 2002
by and between
ABBOTT LABORATORIES
("Seller")
and
CHATTEM, INC.
("Buyer")
TABLE OF CONTENTS
Page
ARTICLE 1Definitions; construction
1
1.1
Definitions
1
1.2
Construction
5
ARTICLE
_____________
ABBOTT LABORATORIES, – 34
ii
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement, dated as of March 5, 2002 (this "Agreement"), is entered into by and between ABBOTT LABORATORIES, an Illinois corporation ("Seller"), and CHATTEM, INC., a Tennessee corporation ("Buyer"). Seller and Buyer sometimes are referred to herein collectively as the "
_____________
"Abbott Laboratories" – 5
associated artwork relating exclusively to the Product Line (which, for purposes of clarification, does not include the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof or the stylized symbol "A"); (iv) the domain name www.selsunblue.com; and (v) all other Technical Information (
_____________
"Abbott Laboratories" – or referred to in clause (ii), (iii), (iv) or (v) of Section 2.1(c), specifically including the trademarks or trade names "Abbott," "Abbott Laboratories" and any variants thereof and the stylized symbol "A";
(f) all real property, buildings, structures and improvements thereon, whether owned or leased
_____________
"Abbott Laboratories" – the Inventory Trademark License Agreement, neither Buyer nor any of Buyer's Affiliates shall use or permit its distributors to use the name "Abbott Laboratories" or any other corporate, trade or service marks or names owned or used by Seller or its Affiliates, respectively, unless such marks
_____________
dt 254850
;
|
Jones Day
As referenced in this Asset Purchase Agreement:
Jones, Day – determination of the United States Inventory value.
ARTICLE 4CLOSINGS
4.1 Closing Date. The Closing hereunder shall take place at the offices of Jones, Day , Reavis & Pogue, 1900 Huntington Center, 41 South High Street, Columbus, Ohio 43215, on March 28, 2002 (the "Closing Date"), and shall be
_____________
Jones, Day – Department 364
Abbott Park, Illinois 60064-6020
Attn: Senior Vice President, Secretary and General Counsel
Facsimile Number: (847) 938-6277
with copies to:
Jones, Day , Reavis & Pogue
1900 Huntington Center
Columbus, Ohio 43215
Attn: Randall M. Walters
Facsimile Number: (614) 461-4198
provided, however, that if any
_____________
dt 259302
|
Preview
Full Doc
| 2000 |
Asset Sale Agreement
Asset Sale Agreement (119K)
Doc #297100: Click preview link for longer preview.
ASSET SALE AGREEMENT
between
CHATTEM, INC.
SIGNAL INVESTMENT & MANAGEMENT CO.
and
THE ANDREW JERGENS COMPANY
Dated as of August 24, 2000
{PAGE}
This ASSET SALE AGREEMENT, dated as of August 24, 2000 (the "Agreement"),
is by and between CHATTEM, INC., a Tennessee corporation ("Chattem"), SIGNAL
INVESTMENT & MANAGEMENT CO., a Delaware corporation and a wholly owned
subsidiary of Chattem ("Signal" and, together with Chattem, "SELLER") and THE
ANDREW JERGENS COMPANY, a Delaware corporation ("BUYER").
SELLER is engaged in the business of manufacturing, marketing and selling
anti-perspirant and deodorant products (other than in Japan) under the
Trademarks (as defined below). SELLER now desires to sell certain assets of such
business to BUYER, and BUYER agrees to purchase same, and to assume certain
liabilities in connection therewith, all upon the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS, ASSUMPTION OF LIABILITIES
1.1 CERTAIN DEFINITIONS. For all purposes of this Agreement
except as expressly provided or unless the context otherwise requires the
following definitions shall apply:
"Accountants" shall have the meaning assigned thereto in
Section 2.2(b).
"Affiliate" means, with respect to any Person (i) any Person
directly or indirectly controlling, controlled by or under common control with
such Person (ii) any officer, director, general partner, manager, member or
trustee of such Person or (iii) any Person who is an officer, director, general
manager, member or trustee of any Person described in clauses (i) or (ii) of
this sentence. For purposes of this definition, the terms "controlling,"
"controlled by" or "under common control with" shall mean the possession, direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person or entity, whether through the ownership of voting
securities, by contract or otherwise, or the power to elect at least 50% of the
directors, managers, general partners, or persons exercising similar authority
with respect to such Person or entities.
"Annual Statement" shall have the meaning assigned thereto in
Section 2.3(a).
"Assets" shall have the meaning assigned thereto in Section
1.4.
"Assignment and Assumption of the Manufacturing Agreement"
means the Assignment and Assumption of the Manufacturing Agreement substantially
in the form of Exhibit I.
2
{PAGE}
"Assignment of Patent License Agreement" shall mean the
Assignment of Patent License Agreement between SELLER and BUYER in substantially
the form attached hereto as Exhibit A.
"Assignment of Patents" shall mean the Assignment of Patents
between SELLER and BUYER in substantially the form attached hereto as Exhibit B.
"Assignment of Technology License Agreement" shall mean the
Assignment of Technology License Agreement between SELLER and BUYER in
substantially the form attached hereto as Exhibit C.
"Assumed Liabilities" shall have the meaning assigned thereto
in Section 1.6.
"Bill of Sale and Assignment" shall mean the Bill of Sale and
Assignment in substantially the form attached hereto as Exhibit D.
"BMS" shall mean Bristol-Myers Squibb Company.
"Brand" means the Trademarks under which the Products are
manufactured, marketed or sold.
"Business" shall mean the business conducted by the SELLER or
its Affiliates relating to the manufacture, marketing and/or sale of the
Products.
"BUYER'S Closing Documents" shall have the meaning assigned
thereto in Section 2.1(a).
"Closing" shall have the meaning assigned thereto in Section
2.1.
"Confidentiality Agreement" shall have the meaning assigned
thereto in Section 6.1.
"Consent to Use and Register Agreement" shall mean the Consent
to Use and Register Agreement dated as of March 24, 1998 by and between BMS and
Signal.
"Contracts" shall have the meaning assigned thereto in Section
1.4(c).
"Disclosure Schedules" or "Schedules" shall mean the Schedules
of SELLER attached hereto and made a part of this Agreement.
"DOJ" shall have the meaning assigned thereto in Section 7.3.
"Earn-out Payment" shall have the meaning assigned thereto in
Section 2.3.
"Equipment" shall have the meaning assigned thereto in Section
1.4(b).
3
{PAGE}
"Excluded Assets" shall have the meaning assigned thereto in
Section 1.5.
"Excluded Liabilities" shall have the meaning assigned thereto
in Section 1.7.
"Financial Statements" shall have the meaning assigned thereto
in Section 3.2.
"Formulations" shall mean the formulations for each Product
currently sold, manufactured or in development.
"FTC" shall have the meaning assigned thereto in Section 7.3.
"GAAP" shall mean United States generally accepted accounting
principles and practices, consistently applied.
"HSR Act" shall have the meaning assigned thereto in Section
2.4(d).
"Information" shall have the meaning assigned thereto in
Section 5.3.
"Instrument of Assignment and Assumption" shall mean the
Instrument of Assignment and Assumption in substantially the form attached
hereto as Exhibit E.
"Instrument of Assumption" shall mean the Instrument of
Assumption in substantially the form attached hereto as Exhibit F.
"Kao" shall mean Kao Kabushiki Kaisha, also trading as Kao
Corporation, a Japanese corporation.
"LEK" shall mean Les Emballages Knowlton, Inc.
"Marketing and Sales Information" shall have the meaning
assigned thereto in Section 1.4(h).
"Net Sales" shall mean gross sales of Products for the
relevant period, less any discounts, rebates and returns (but not including
promotional payments or advertising expenditures) given or made in connection
with sales made during such period.
"Patents" shall have the meaning assigned thereto in Section
1.4(f).
"Person" means any person or entity, including any
corporation, limited liability company, partnership (limited or general) or
unincorporated association.
"Processing Instructions" shall mean the processing
instructions for each Product currently manufactured or in development.
"Products" shall mean the anti-perspirant and deodorant
products bearing the Brand produced or sold by SELLER or its predecessors.
4
{PAGE}
"Purchase Orders" shall have the meaning assigned thereto in
Section 1.4(d).
"Purchase Price" shall have the meaning assigned thereto in
Section 1.2.
"SELLER'S Closing Documents" shall have the meaning assigned
thereto in Section 2.1(b).
"Specifications" shall mean the raw materials, manufacturing,
packaging, labeling and quality assurance specifications for each Product
currently sold, manufactured or in development.
"Taxes" shall mean any tax imposed by any governmental
authority or instrumentality regarding the Assets, including any applicable
sales, use, property, intangibles, or similar taxes.
"Tax Returns" shall mean any return required to be filed by
any governmental authority or instrumentality relating to Taxes.
"Technical Information" shall have the meaning assigned
297100
|
Chattem
As referenced in this Asset Sale Agreement:
Chattem, Inc – 2.1
{TEXT}
{PAGE}
Exhibit 2.1
Asset Sale Agreement dated as of August 24, 2000 by and among The Andrew
Jergens Company, Chattem, Inc . and Signal Investment & Management Co.
{PAGE}
EXECUTION
COPY
ASSET SALE AGREEMENT
between
CHATTEM, INC.
SIGNAL INVESTMENT & MANAGEMENT CO.
and
THE ANDREW JERGENS
_____________
CHATTEM, INC – 24, 2000 by and among The Andrew
Jergens Company, Chattem, Inc. and Signal Investment & Management Co.
{PAGE}
EXECUTION
COPY
ASSET SALE AGREEMENT
between
CHATTEM, INC .
SIGNAL INVESTMENT & MANAGEMENT CO.
and
THE ANDREW JERGENS COMPANY
Dated as of August 24, 2000
{PAGE}
This ASSET SALE AGREEMENT, dated as
_____________
CHATTEM, INC – Dated as of August 24, 2000
{PAGE}
This ASSET SALE AGREEMENT, dated as of August 24, 2000 (the "Agreement"),
is by and between CHATTEM, INC ., a Tennessee corporation ("Chattem"), SIGNAL
INVESTMENT & MANAGEMENT CO., a Delaware corporation and a wholly owned
subsidiary of Chattem ("Signal" and, together with
_____________
"Chattem,
Inc – formulations,
copyrights, works containing copyrightable subject matter (except to the extent
of the use in such copyrights and copyrightable material of the name "Chattem,
Inc ." or any other trademark or trade name belonging to SELLER which is not
being transferred hereunder), Specifications, Processing Instructions and
processes relating
_____________
"Chattem, Inc – specifically listed or the assets described in Section
1.4, and, without limiting the generality of the foregoing, shall expressly
exclude the name "Chattem, Inc ." and any other trademark belonging to or
licensed by SELLER other than the Trademarks (collectively, the "Excluded
Assets").
Specifically, BUYER acknowledges that
_____________
dt 261635
;
Signal Investment & Management Co.;
| The Andrew Jergens Company
|
Preview
Full Doc
| 2000 |
Audit Committee Charter
Audit Committee Charter (12K)
Doc #297104: Click preview link for longer preview.
CHATTEM, INC.
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information which will be provided to the Securities and Exchange
Commission or the public, the systems of internal controls which management and
the Board of Directors have established, and the auditing, accounting and
financial reporting processes generally. It shall be the responsibility of the
Audit . . .
297104
|
Chattem
As referenced in this Audit Committee Charter:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}ex-99.txt
{DESCRIPTION}EXHIBIT 99
{TEXT}
{PAGE}
Exhibit 99
CHATTEM, INC .
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its
_____________
dt 261639
| |
| Full Doc
| 2004 |
Certifications
Certifications (5K)
Doc #297038: This document is immediately available for purchase, but does not have a preview available for viewing.
297038
|
Chattem
As referenced in this Certifications:
Chattem, Inc – CERTIFICATIONS
I, Zan Guerry, Chairman and Chief Executive Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of Chattem, Inc .;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
_____________
Chattem, Inc – Richard D. Moss, Vice President and Chief Financial Officer, certify that:
1.
I have reviewed this annual report on Form 10-K of Chattem, Inc .;
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state
_____________
dt 261579
| |
Preview
Full Doc
| 2004 |
Credit Agreement
Credit Agreement (306K)
Doc #297027: Click preview link for longer preview.
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1
1.1
. . .
297027
|
Chattem
As referenced in this Credit Agreement:
CHATTEM, INC –
Credit Agreement
EX-10.19 11 dex1019.htm CREDIT AGREEMENT
EXHIBIT 10.19
CREDIT AGREEMENT
among
CHATTEM, INC .,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED
_____________
CHATTEM, INC – Form of Assignment and Assumption
-iv-
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this Credit Agreement), is entered into as of February 26, 2004 among CHATTEM, INC ., a Tennessee corporation (the Borrower), each of the Borrowers Domestic Subsidiaries, individually a Guarantor and collectively the Guarantors), the Lenders (as defined
_____________
CHATTEM, INC – hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.
BORROWER:
CHATTEM, INC .,
a Tennessee corporation
By:
Name:
Title:
GUARANTORS:
SIGNAL INVESTMENT & MANAGEMENT CO.,
a Delaware corporation
By:
Name:
Title:
SUNDEX, LLC,
a Tennessee limited
_____________
dt 261568
;
 BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC ,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1
1.1
Definitions
1
_____________
Banc of America Securities LLC – Letters of Credit made or issued.
Approved Fund has the meaning assigned to such term in Section 11.3(g).
2
Arranger means Banc of America Securities LLC , in its capacity as sole lead arranger and sole book manager.
Asset Disposition means the disposition of any or all of the
_____________
dt 252173
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – AGREEMENT
EXHIBIT 10.19
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A. ,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
TABLE OF
_____________
BANK OF AMERICA, N.A. – Tennessee corporation (the Borrower), each of the Borrowers 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).
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide credit facilities
_____________
Bank of America, N.A. – of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlled has the meaning correlative thereto.
Agent means Bank of America, N.A. or any successor administrative agent appointed pursuant to Section 10.9.
Agents Office means the Agents address and, as appropriate, account as
_____________
Bank of America, N.A. – transfer or otherwise.
Assignment and Assumption means an Assignment and Assumption substantially the form of Exhibit 11.3(b).
Bank of America means Bank of America, N.A. and its successors.
Bankruptcy Code means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or
_____________
Bank of America, N.A. – certain Credit Agreement dated as of March 28, 2002 among the Borrower, its Subsidiaries party thereto, the financial institutions party thereto and
7
Bank of America, N.A. , as agent, as amended, modified, restated or supplemented from time to time.
Existing Indenture means that certain Indenture dated as of March
_____________
dt 260537
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York – funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
_____________
dt 260956
;
SouthTrust Bank
As referenced in this Credit Agreement:
SouthTrust Bank – or supplemented from time to time.
Existing Indenture means that certain Indenture dated as of March 24, 1998 among the Borrower, Signal and SouthTrust Bank of Alabama, National Association, as trustee, as amended, modified, restated or supplemented from time to time.
Federal Funds Rate means, for any day,
_____________
SouthTrust Bank, – respect to the Floating Rate Senior Notes due 2010 dated as of February 26, 2004 among the Borrower, the guarantors party thereto and SouthTrust Bank, as trustee, as amended, modified, restated or supplemented from time to time.
Foreign Subsidiaries means all Subsidiaries of the Borrower that are
_____________
SouthTrust Bank, – with respect to the 7% Subordinated Notes due 2014 dated as of February 26, 2004 among the Borrower, the guarantors party thereto and SouthTrust Bank, as trustee, as amended, modified, restated or supplemented from time to time.
Subsidiary means, as to any Person, (a) any corporation more
_____________
dt 255663
|
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| 2002 |
Credit Agreement
Credit Agreement (296K)
Doc #297072: Click preview link for longer preview.
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
BANK OF AMERICA, N.A.,
as Agent
FLEET NATIONAL BANK, N.A.
as Syndication Agent
AND
SUNTRUST BANK
as Documentation Agent
DATED AS OF MARCH 28, 2002
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
. . .
297072
|
Chattem
As referenced in this Credit Agreement:
CHATTEM, INC – 1 4 a2076040zex-10_1.htm EX-10.1
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.1
CREDIT AGREEMENT
among
CHATTEM, INC .,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
BANK OF AMERICA, N.A.,
as Agent
FLEET NATIONAL
_____________
CHATTEM, INC – Form of Assignment and Assumption
iv
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Credit Agreement"), is entered into as of March 28, 2002 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
_____________
CHATTEM, INC – hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.
BORROWER:
CHATTEM, INC .,
a Tennessee corporation
By:
Name:
Title:
GUARANTORS:
SIGNAL INVESTMENT & MANAGEMENT CO.,
a Delaware corporation
By:
Name:
Title:
SUNDEX, INC.,
a Tennessee corporation
_____________
dt 261609
;
Abbott Labs
As referenced in this Credit Agreement:
Abbott Laboratories, – Section 7.1(c).
"Purchase Agreement" means that certain Asset Purchase Agreement, as amended and modified from time to time, by and between Abbott Laboratories, as the seller, and the Borrower, as the purchaser, dated as of March 5, 2002.
"Real Properties" means the collective reference to
_____________
dt 254854
;
Wal-Mart Stores
As referenced in this Credit Agreement:
Wal-Mart Stores, Inc – the outstanding aggregate principal amount of all Revolving Loans plus (ii) the outstanding aggregate principal amount of all LOC Obligations.
"Wal-Mart" means Wal-Mart Stores, Inc ., a Delaware corporation.
"Working Capital" means, at any time, with respect to the Borrower and its Subsidiaries on a consolidated basis, the
_____________
dt 278359
;
|
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – A.,
as Agent
FLEET NATIONAL BANK, N.A.
as Syndication Agent
AND
SUNTRUST BANK
as Documentation Agent
DATED AS OF MARCH 28, 2002
BANC OF AMERICA SECURITIES LLC ,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1
1.1
Definitions
1
_____________
Banc of America Securities LLC – the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.
"BAS" means Banc of America Securities LLC .
"Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate in
_____________
dt 252174
;
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – this document
Exhibit 10.1
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
BANK OF AMERICA, N.A. ,
as Agent
FLEET NATIONAL BANK, N.A.
as Syndication Agent
AND
SUNTRUST BANK
as Documentation Agent
DATED AS OF MARCH 28, 2002
_____________
BANK OF AMERICA, N.A. – 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").
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide $60 million
_____________
Bank of America, N.A. – of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlled" has the meaning correlative thereto.
"Agent" means Bank of America, N.A. or any successor administrative agent appointed pursuant to Section 10.9.
"Agent-Related Person" means the Agent (including any successor administrative agent),
_____________
Bank of America, N.A. – the Agent, in substantially the form of Exhibit 11.3(b) or any other form approved by the Agent.
"Bank of America" means Bank of America, N.A. and its successors.
"Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or
_____________
BANK OF AMERICA, N.A. – Name:
Title:
GUARANTORS:
SIGNAL INVESTMENT & MANAGEMENT CO.,
a Delaware corporation
By:
Name:
Title:
SUNDEX, INC.,
a Tennessee corporation
By:
Name:
Title:
73
AGENT:
BANK OF AMERICA, N.A. ,
in its capacity as Agent
By:
Name:
Susan J. Ryan
Title:
Vice President
LENDERS:
BANK OF AMERICA, N.A.,
in its capacity
_____________
dt 260543
;
More... |
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| 2004 |
Credit Agreement
Credit Agreement (306K)
Doc #1651207: Click preview link for longer preview.
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1
1.1
. . .
1651207
|
Chattem
As referenced in this Credit Agreement:
CHATTEM, INC – Credit Agreement
EX-10.19 11 dex1019.htm CREDIT AGREEMENT
EXHIBIT 10.19
CREDIT AGREEMENT
among
CHATTEM, INC .,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF
_____________
CHATTEM, INC – Form of Joinder Agreement
Exhibit 11.3
Form of Assignment and Assumption
-iv-
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this Credit Agreement), is entered into as of February 26, 2004 among CHATTEM, INC ., a Tennessee corporation (the Borrower), each of the Borrowers Domestic Subsidiaries, individually a Guarantor and collectively the Guarantors), the Lenders (as defined herein), and BANK OF AMERICA, N.A.,
_____________
CHATTEM, INC – LEFT BLANK]
86
Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.
BORROWER:
CHATTEM, INC .,
a Tennessee corporation
By:
Name:
Title:
GUARANTORS:
SIGNAL INVESTMENT & MANAGEMENT CO.,
a Delaware corporation
By:
Name:
Title:
SUNDEX, LLC,
a Tennessee limited liability company
By:
Name:
Title:
CHATTEM (
_____________
dt 1415689
;
BofA Securities
As referenced in this Credit Agreement:
BANC OF AMERICA SECURITIES LLC – among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A.,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC ,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS
1
1.1
Definitions
1
1.2
Computation of Time Periods and
_____________
Banc of America Securities LLC – as well as any new Loans or Letters of Credit made or issued.
Approved Fund has the meaning assigned to such term in Section 11.3(g).
2
Arranger means Banc of America Securities LLC , in its capacity as sole lead arranger and sole book manager.
Asset Disposition means the disposition of any or all of the assets of the Borrower or any of
_____________
dt 1357847
;
|
BofA
As referenced in this Credit Agreement:
BANK OF AMERICA, N.A. – EX-10.19 11 dex1019.htm CREDIT AGREEMENT
EXHIBIT 10.19
CREDIT AGREEMENT
among
CHATTEM, INC.,
as Borrower,
THE DOMESTIC SUBSIDIARIES OF BORROWER,
as Guarantors,
THE LENDERS IDENTIFIED HEREIN,
AND
BANK OF AMERICA, N.A. ,
as Agent
DATED AS OF FEBRUARY 26, 2004
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Book Manager
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING
_____________
BANK OF AMERICA, N.A. – February 26, 2004 among CHATTEM, INC., a Tennessee corporation (the Borrower), each of the Borrowers 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).
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide credit facilities for the purposes hereinafter set forth; and
_____________
Bank of America, N.A. – the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlled has the meaning correlative thereto.
Agent means Bank of America, N.A. or any successor administrative agent appointed pursuant to Section 10.9.
Agents Office means the Agents address and, as appropriate, account as set forth on Schedule 11.1 or
_____________
Bank of America, N.A. – of its Subsidiaries whether by sale, lease, transfer or otherwise.
Assignment and Assumption means an Assignment and Assumption substantially the form of Exhibit 11.3(b).
Bank of America means Bank of America, N.A. and its successors.
Bankruptcy Code means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time.
Base Rate
_____________
Bank of America, N.A. – such Lender.
Existing Credit Agreement means that certain Credit Agreement dated as of March 28, 2002 among the Borrower, its Subsidiaries party thereto, the financial institutions party thereto and
7
Bank of America, N.A. , as agent, as amended, modified, restated or supplemented from time to time.
Existing Indenture means that certain Indenture dated as of March 24, 1998 among the Borrower, Signal and
_____________
dt 1556337
;
BNY
As referenced in this Credit Agreement:
Bank of New York – average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate
_____________
dt 1590085
;
SouthTrust Bank
As referenced in this Credit Agreement:
SouthTrust Bank – A., as agent, as amended, modified, restated or supplemented from time to time.
Existing Indenture means that certain Indenture dated as of March 24, 1998 among the Borrower, Signal and SouthTrust Bank of Alabama, National Association, as trustee, as amended, modified, restated or supplemented from time to time.
Federal Funds Rate means, for any day, the rate per annum equal to the
_____________
SouthTrust Bank, – Rate Indenture means that certain Indenture with respect to the Floating Rate Senior Notes due 2010 dated as of February 26, 2004 among the Borrower, the guarantors party thereto and SouthTrust Bank, as trustee, as amended, modified, restated or supplemented from time to time.
Foreign Subsidiaries means all Subsidiaries of the Borrower that are not Domestic Subsidiaries.
Fund has the meaning
_____________
SouthTrust Bank, – Subordinated Indenture means the that certain Indenture with respect to the 7% Subordinated Notes due 2014 dated as of February 26, 2004 among the Borrower, the guarantors party thereto and SouthTrust Bank, as trustee, as amended, modified, restated or supplemented from time to time.
Subsidiary means, as to any Person, (a) any corporation more than 50% of whose stock of any
_____________
dt 1476408
|
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| 2001 |
Employment Agreement
Employment Agreement (17K)
Doc #297091: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT has been made and entered into as of the 1st
day of August, 2000 between CHATTEM, INC., a Tennessee corporation ("Company")
and _______________ ("Executive").
WITNESSETH
WHEREAS, the Executive currently serves as a key employee of
the Company and his services and knowledge with respect to the Company and its
business strategies and operations are critical to maintaining the Company's
position in its industry against its competitors;
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and its shareholders to secure
the Executive's continued services, and in the event of his departure, the
Executive's agreement to not compete with the Company for a period sufficient to
allow stability to the Company in its business strategies and operations.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, Company and Executive agree
as follows:
1. STATED TERM. This Employment Agreement shall be
deemed to commence on August 1, 2000, and unless it is terminated earlier in
the manner provided below in this Agreement, shall continue for a term of
three years and upon each anniversary date of this Agreement shall be deemed
to automatically renew for a new three year term from such anniversary date.
Not later than each anniversary date of this Agreement, either party shall
have the right to provide written notice of their intention to have the
Agreement expire at the end of the then-pending three year term period
without automatic renewal.
2. DUTIES. During the term of employment set forth in
this Agreement, Company shall employ Executive, and Executive shall serve, as
Chairman of the Board and Chief Executive Officer, or in such other similar
positions as may be assigned by the Company's Board of Directors. Executive
shall perform faithfully the duties assigned to Executive by the Board of
Directors of Company pursuant to this Agreement to the best of Executive's
ability and shall devote substantially all of Executive's business time and
attention to Company's business.
{PAGE}
3. SALARY. Company shall pay to Executive a salary at
the rate of $370,000 per annum in equal monthly installments or on whatever
basis the Company pays other executives. The Compensation Committee of the
Board of Directors of the Company shall at least annually evaluate and
establish a base salary for Executive for the upcoming year in an amount
determined to be appropriate by the Compensation Committee.
4. INCENTIVE COMPENSATION. Executive shall be
entitled to participate in the Company's annual incentive compensation plan
and any other plans subsequently adopted by the Company and shall be eligible
to receive grants of stock options pursuant to the terms of the Company's
stock option plans established for its executives as approved by the
Compensation Committee of the Board of Directors from time to time.
5. WITHHOLDING OF TAXES. Any payments to Executive,
to the estate of Executive, or to the designated beneficiary or beneficiaries
of Executive pursuant to the terms of this Agreement shall be reduced by such
amounts as are required to be withheld under all present and future federal,
state and local tax laws and regulations and other laws and regulations.
6. BENEFITS. During the term of employment hereunder,
Executive shall be entitled, to the extent Executive is otherwise eligible,
to participate fully in all benefits provided by Company for its employees
297091
|
Chattem
As referenced in this Employment Agreement:
CHATTEM, INC – PAGE}
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT has been made and entered into as of the 1st
day of August, 2000 between CHATTEM, INC ., a Tennessee corporation ("Company")
and _______________ ("Executive").
WITNESSETH
WHEREAS, the Executive currently serves as a key employee of
the Company and his
_____________
Chattem, Inc – to the other party at the address set
forth below, subject to change by written notice of either party to the other:
Company:
Chattem, Inc .
1715 West 38th Street
Chattanooga, TN 37409
Attention: President
Executive:
-------------------------
-------------------------
-------------------------
Any notice shall be considered given when deposited in the U.S.
_____________
CHATTEM, INC – a
written instrument executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
CHATTEM, INC .
By:
-----------------------------------
Title:
--------------------------------
--------------------------------------
[Executive]
7
{/TEXT}
{/DOCUMENT}
_____________
dt 261626
| |
Preview
Full Doc
| 2004 |
Exchange Agent Agreement
Exchange Agent Agreement (21K)
Doc #297032: Click preview link for longer preview.
March , 2004
SouthTrust Bank
110 Office Park Drive
2nd Floor
Birmingham, Alabama 35223
Attention: Judith B. Seier
Ladies and Gentlemen:
Chattem, Inc., a Tennessee corporation (the �Company�), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus to be dated on or about , 2004 (the �Prospectus�), and the related Letter of Transmittal (which together constitute the �Exchange Offer�), up to $75,000,000 in aggregate principal amount of its . . .
297032
|
Chattem
As referenced in this Exchange Agent Agreement:
Chattem, Inc – Exhibit 99.4
March , 2004
SouthTrust Bank
110 Office Park Drive
2nd Floor
Birmingham, Alabama 35223
Attention: Judith B. Seier
Ladies and Gentlemen:
Chattem, Inc ., a Tennessee corporation (the Company), is offering to issue, upon the terms and subject to the conditions set forth in the Prospectus
_____________
Chattem, Inc – practicable thereafter, you will deliver by registered mail with proper insurance those items, together with all properly tendered and canceled Original Notes, to Chattem, Inc ., Attention: Mr. Scott J. Sloat, Controller.
8. You are to satisfy requests of brokers, dealers, commercial banks, trust companies and other persons
_____________
CHATTEM, INC – you, please acknowledge receipt of this letter and confirm the arrangements herein provided by signing and returning the enclosed copy.
Very truly yours,
CHATTEM, INC .
By:
Name: A. Alexander Taylor, II
Title: President and Chief Operating Officer
ACCEPTED AS OF MARCH , 2004
SOUTHTRUST BANK
as Exchange Agent
_____________
dt 261573
;
|
SouthTrust Bank
As referenced in this Exchange Agent Agreement:
SouthTrust Bank –
Exchange Agent Agreement
EX-99.4 18 dex994.htm EXCHANGE AGENT AGREEMENT
Exhibit 99.4
March , 2004
SouthTrust Bank
110 Office Park Drive
2nd Floor
Birmingham, Alabama 35223
Attention: Judith B. Seier
Ladies and Gentlemen:
Chattem, Inc., a Tennessee corporation (the
_____________
SouthTrust Bank – Expiration Date and the latest time and date to which the Exchange Offer is so extended is referred to as the Expiration Date.
SouthTrust Bank
March , 2004
Page 2
You are hereby requested, and you hereby agree, to act, including any actions which may be by or
_____________
SouthTrust Bank – No tender of Original Notes will be deemed to have been properly made until all defects and irregularities have been cured or waived.
SouthTrust Bank
March , 2004
Page 3
4. Tenders of Original Notes shall be made only as set forth in the Prospectus and the Letter
_____________
SouthTrust Bank – upon the order of the holder and the Original Notes covered by those items shall no longer be considered to be properly tendered.
SouthTrust Bank
March , 2004
Page 4
(b) A withdrawal of tender of Original Notes may not be rescinded and any Original Notes withdrawn will
_____________
SouthTrust Bank – by the Company, including instructions with respect to any extension or modification of the Exchange Offer and the cancellation of the Exchange Offer.
SouthTrust Bank
March , 2004
Page 5
10. No exchange shall be made as to any Original Notes held in certificated form until you physically
_____________
dt 255667
|
| Full Doc
| 2006 |
Incentive Compensation Plan
Incentive Compensation Plan (1K)
Doc #1199254: This document is immediately available for purchase, but does not have a preview available for viewing.
1199254
| | |
Preview
Full Doc
| 2004 |
Indenture
Indenture (339K)
Doc #297021: Click preview link for longer preview.
Chattem, Inc.
FLOATING RATE SENIOR NOTES DUE 2010
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture
Act Section
Indenture Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.A.
(a)(4)
. . .
297021
|
Chattem
As referenced in this Indenture:
Chattem, Inc –
Indenture Floating Rate Senior Notes
EX-4.5 5 dex45.htm INDENTURE FLOATING RATE SENIOR NOTES
EXHIBIT 4.5
Execution Copy
Chattem, Inc .
FLOATING RATE SENIOR NOTES DUE 2010
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture
Act
_____________
Chattem, Inc – OF GUARANTEE
Exhibit F
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS
iv
INDENTURE dated as of February 26, 2004 among Chattem, Inc ., a Tennessee corporation (the Company), the initial Guarantors (as defined below) listed on the signature pages hereto and SouthTrust Bank, an Alabama
_____________
Chattem, Inc – means Clearstream Banking, socit anonyme, Luxembourg (formerly Cedel Bank, socit anonyme), and any successor thereto.
Closing Date means February 26, 2004.
Company means Chattem, Inc . until a successor replaces it pursuant to Section 5.01 hereof and thereafter means the successor.
Consolidated Cash Flow means, with respect
_____________
Chattem, Inc – receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address:
If to the Company and/or any Guarantor:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller &
_____________
CHATTEM, INC – part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[SIGNATURE PAGES FOLLOW]
89
CHATTEM, INC ., as Issuer
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT
CO., as Guarantor
By:
Name:
Title:
SUNDEX, LLC, as Guarantor
By:
Name:
Title:
CHATTEM (
_____________
dt 261562
;
BofA
As referenced in this Indenture:
Bank of America, N.A. – Facility means that certain Credit Agreement, dated as of the date of this Indenture, by and among the Company, the guarantors party thereto, Bank of America, N.A. , as agent and the other lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith,
_____________
dt 260535
;
|
SouthTrust Bank
As referenced in this Indenture:
SouthTrust Bank – RATE SENIOR NOTES
EXHIBIT 4.5
Execution Copy
Chattem, Inc.
FLOATING RATE SENIOR NOTES DUE 2010
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture
Act Section
Indenture Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.
_____________
SouthTrust Bank, – 26, 2004 among Chattem, Inc., a Tennessee corporation (the Company), the initial Guarantors (as defined below) listed on the signature pages hereto and SouthTrust Bank, an Alabama banking corporation, as trustee (the Trustee).
The Company has duly authorized the execution and delivery of this Indenture to provide
_____________
SouthTrust Bank, – the Treasury regulations promulgated under the Internal Revenue Code of 1986, as amended from time to time (including any successor law).
Trustee means SouthTrust Bank, an Alabama banking corporation, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
_____________
SouthTrust Bank, – date on which the same are due and payable until the date of payment at a rate equal to the Base Rate of SouthTrust Bank, as such rate is announced from time to time, plus two percent (2%), said rate to change when and as the said
_____________
SouthTrust Bank – Suite 100, Volunteer Building
832 Georgia Avenue
Chattanooga, Tennessee 37402
Facsimile: (423) 785-8480
Attention: Hugh F. Sharber, Esq.
If to the Trustee:
SouthTrust Bank
Corporate Trust Department
P.O. Box 2554
110 Office Park Drive, 2nd Floor
Birmingham, AL 35290 (35223)
Facsimile: (205) 254-4180
Attention:
_____________
dt 255655
|
Preview
Full Doc
| 2004 |
Indenture
Indenture (344K)
Doc #297022: Click preview link for longer preview.
Chattem, Inc.
7% SENIOR SUBORDINATED NOTES DUE 2014
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture Act Section
Indenture
Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.A.
(a)(4)
N.A. . . .
297022
|
Chattem
As referenced in this Indenture:
Chattem, Inc – Indenture to 7% Senior Subordinated Notes
EX-4.6 6 dex46.htm INDENTURE TO 7% SENIOR SUBORDINATED NOTES
EXHIBIT 4.6
Execution Copy
Chattem, Inc .
7% SENIOR SUBORDINATED NOTES DUE 2014
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture Act
_____________
Chattem, Inc – OF GUARANTEE
Exhibit F
FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS
v
INDENTURE dated as of February 26, 2004 among Chattem, Inc ., a Tennessee corporation (the Company), the initial Guarantors (as defined below) listed on the signature pages hereto and SouthTrust Bank, an Alabama
_____________
Chattem, Inc – means Clearstream Banking, socit anonyme, Luxembourg (formerly Cedel Bank, socit anonyme), and any successor thereto.
Closing Date means February 26, 2004.
Company means Chattem, Inc . until a successor replaces it pursuant to Section 5.01 hereof and thereafter means the successor.
Consolidated Cash Flow means, with respect
_____________
Chattem, Inc – receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others address:
If to the Company and/or any Guarantor:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller &
_____________
CHATTEM, INC – part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[SIGNATURE PAGES FOLLOW]
92
CHATTEM, INC ., as Issuer
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT CO.,
as Guarantor
By:
Name:
Title:
SUNDEX, LLC, as Guarantor
By:
Name:
Title:
CHATTEM (
_____________
dt 261563
;
BofA
As referenced in this Indenture:
Bank of America, N.A. – Facility means that certain Credit Agreement, dated as of the date of this Indenture, by and among the Company, the guarantors party thereto, Bank of America, N.A. , as agent and the other lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith,
_____________
dt 260536
;
|
SouthTrust Bank
As referenced in this Indenture:
SouthTrust Bank – SENIOR SUBORDINATED NOTES
EXHIBIT 4.6
Execution Copy
Chattem, Inc.
7% SENIOR SUBORDINATED NOTES DUE 2014
Indenture
Dated as of February 26, 2004
SouthTrust Bank
Trustee
CROSS-REFERENCE TABLE*
Trust Indenture Act Section
Indenture
Section
310(a)(1)
7.10
(a)(2)
7.10
(a)(3)
N.
_____________
SouthTrust Bank, – 26, 2004 among Chattem, Inc., a Tennessee corporation (the Company), the initial Guarantors (as defined below) listed on the signature pages hereto and SouthTrust Bank, an Alabama banking corporation, as trustee (the Trustee).
The Company has duly authorized the execution and delivery of this Indenture to provide
_____________
SouthTrust Bank, – the Treasury regulations promulgated under the Internal Revenue Code of 1986, as amended from time to time (including any successor law).
Trustee means SouthTrust Bank, an Alabama banking corporation, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the
_____________
SouthTrust Bank, – date on which the same are due and payable until the date of payment at a rate equal to the Base Rate of SouthTrust Bank, as such rate is announced from time to time, plus two percent (2%), said rate to change when and as the said
_____________
SouthTrust Bank – 100, Volunteer Building
832 Georgia Avenue
Chattanooga, Tennessee 37402
Facsimile: (423) 785-8480
Attention: Hugh F. Sharber, Esq.
87
If to the Trustee:
SouthTrust Bank
Corporate Trust Department
P.O. Box 2554
110 Office Park Drive, 2nd Floor
Birmingham, AL 35290 (35223)
Facsimile: (205) 254-4180
Attention:
_____________
dt 255658
|
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Full Doc
| 2002 |
Loan Agreement
Loan Agreement (62K)
Doc #297076: Click preview link for longer preview.
LOAN AGREEMENT
This Loan Agreement (the "Agreement") is entered into as of June 21,
2001, by and among BANK OF AMERICA, N.A., a national banking association
("Bank"), CHATTEM, INC., a Tennessee corporation ("Chattem"), and SIGNAL
INVESTMENT & MANAGEMENT CO., a Delaware corporation ("Signal"; Chattem and
Signal are collectively referred to herein as the "Borrower(s)").
W I T N E S S E T H
-------------------
WHEREAS, Borrowers have requested that Bank make revolving credit loans
to Borrowers in an aggregate amount from time to time outstanding not to exceed
$10,000,000; and
WHEREAS, Bank, in reliance upon the representations and inducements of
Borrowers, has agreed to make such loans upon the terms and conditions
hereinafter set forth;
WHEREAS, this Agreement constitutes a replacement of those certain
Credit Agreements dated as of March 24, 1998, as amended, by and among Chattem,
Signal, NationsBank of Tennessee, N.A., as Agent, and the other lenders party
thereto, including any related notes, guarantees, collateral documents,
instruments, and agreements executed in connection therewith;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS. The following terms shall have the meaning set
forth with respect thereto:
(a) "ADJUSTED EURODOLLAR RATE": means the Eurodollar Rate
plus 2.5%.
(b) "ADJUSTED LIBOR FLOATING RATE": means the LIBOR Floating
Rate plus 2.5%.
(c) "BASE RATE": means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
equal to the greater of (a) the Federal Funds Rate in effect on such day plus
1/2 of 1% (0.5%) and (b) the Prime Rate in effect on such day. If for any reason
the Bank shall have determined (which determination shall be conclusive absent
manifest error) that it is unable after due inquiry to ascertain the Federal
Funds Rate for any reason, including the inability or failure of the Bank to
obtain sufficient quotations in accordance with the terms hereof, the Base Rate
shall be determined without regard to clause (a) of the first sentence of this
definition until the circumstances giving rise to such inability no longer
exist. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Rate, respectively.
(d) "BASE RATE LOAN": means any Revolving Credit Loan bearing
interest at a rate determined by reference to the Base Rate.
(e) "BUSINESS DAY": means a day on which Bank is open for
business.
(f) "COMMITMENT FEES": as defined in subsection 2(c).
(g) "COMMITMENT PERIOD": means the period commencing on the
date of this Agreement until, but not including, April 1, 2002.
(h) "CREDIT ACCOUNT": as defined in subsection 2(a).
(i) "EURODOLLAR LOAN": means any Revolving Credit Loan
bearing interest based at a rate determined by reference to the Eurodollar Rate.
(j) "EURODOLLAR RATE": means, for the Interest Period for
each Eurodollar Loan comprising part of the same borrowing (including
conversions, extensions and renewals), a per annum interest rate determined
pursuant to the following formula:
Eurodollar Rate = London Interbank Offered Rate
---------------------------------
1 - Eurodollar Reserve Percentage
(k) "EURODOLLAR RESERVE PERCENTAGE": means for any day, that
percentage (expressed as a decimal) which is in effect from time to time under
Regulation D of the Board of Governors of the Federal Reserve System (or any
successor), as such regulation may be amended from time to time or any successor
regulation, as the maximum reserve requirement (including, without limitation,
any basic, supplemental, emergency, special or marginal reserves) applicable
with respect to Eurocurrency liabilities as that term is defined in Regulation D
(or against any other category of liabilities that includes deposits by
reference to which the interest rate of Eurodollar Loans is determined), whether
or not Bank has any Eurocurrency liabilities subject to such reserve requirement
at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency
liabilities and as such shall be deemed subject to reserve requirements without
benefits of credits for proration, exceptions or offsets that may be available
from time to time to Bank. The Eurodollar Rate shall be adjusted automatically
on and as of the effective date of any change in the Eurodollar Reserve
Percentage.
(l) "ERISA": means the Employee Retirement Income Security Act
of 1976, as amended, and any successor statute thereto, as interpreted by the
rules and regulations thereunder, all as the same may be in effect from time to
time. References to sections of ERISA shall be construed also to refer to any
successor sections.
(m) "EVENT OF DEFAULT": as defined in Section 6.
2
{PAGE}
(n) "FEDERAL FUNDS RATE": means for any day the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day and (b) if no such rate is so published on such
next preceding Business Day, the Federal Funds Rate for such day shall be the
average rate quoted to the Bank on such day on such transactions as determined
by the Bank.
(o) "GAAP": means generally accepted accounting principles
applied on a consistent basis.
(p) "GOVERNMENTAL AUTHORITY": means any nation or government,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.
(q) "INTEREST PAYMENT DATE": means (a) as to Base Rate Loans
and LIBOR Floating Rate Loans, the first Business Day of each fiscal quarter of
the Borrowers beginning September 1, 2001, and on April 1, 2002, and (b) as to
Eurodollar Loans, the last day of each applicable Interest Period and on April
1, 2002.
(r) "INTEREST PERIOD": means, as to Eurodollar Loans, a period
of one, two or three months' duration, as the Borrowers may elect, commencing,
in each case, on the date of the borrowing (including continuations and
conversions thereof); provided, however, (a) if any Interest Period ends on a
day which is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day (except that where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (b) no Interest Period shall extend beyond April 1, 2002, and (c) where an
Interest Period begins on a day for which there is no numerically corresponding
day in the calendar month in which the Interest Period is to end, such Interest
297076
|
Chattem
As referenced in this Loan Agreement:
CHATTEM, INC – the "Agreement") is entered into as of June 21,
2001, by and among BANK OF AMERICA, N.A., a national banking association
("Bank"), CHATTEM, INC ., a Tennessee corporation ("Chattem"), and SIGNAL
INVESTMENT & MANAGEMENT CO., a Delaware corporation ("Signal"; Chattem and
Signal are collectively referred to herein as
_____________
Chattem, Inc – any other party under any provision of this
Agreement must be in writing delivered to the other party at the following
address:
Borrowers:
Chattem, Inc .
1715 W. 38th Street
Chattanooga, Tennessee 37409
Attention: Chris S. Keller
15
{PAGE}
Signal Investment & Management Co.
1715 W. 38th Street
Chattanooga,
_____________
CHATTEM, INC – SIGNATURE PAGE ATTACHED]
19
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
BORROWERS: BANK:
CHATTEM, INC . BANK OF AMERICA, N.A.
By: By:
---------------------------------- --------------------------------
Name: A. Alexander Taylor, II Name: Lawrence M. Richey
Title: President Title: Senior Vice President
_____________
dt 261612
;
BofA
As referenced in this Loan Agreement:
BANK OF AMERICA, N.A. – AGREEMENT
{TEXT}
EXHIBIT 10.2
------------
LOAN AGREEMENT
This Loan Agreement (the "Agreement") is entered into as of June 21,
2001, by and among BANK OF AMERICA, N.A. , a national banking association
("Bank"), CHATTEM, INC., a Tennessee corporation ("Chattem"), and SIGNAL
INVESTMENT & MANAGEMENT CO., a Delaware corporation ("Signal"; Chattem and
_____________
Bank of America, N.A. – Authority or other
entity of whatever nature.
(cc) "PRIME RATE" means the per annum rate of interest
established from time to time by Bank of America, N.A. as its Prime Rate. Any
change in the interest rate resulting from a change in the Prime Rate shall
become effective as
_____________
Bank of America, N.A. – become effective as of 12:01 A.M. of the Business Day on which each change in
the Prime Rate is announced by Bank of America, N.A. . The Prime Rate is a
reference rate used by Bank of America, N.A. in determining interest rates on
certain loans
4
{
_____________
Bank of America, N.A. – each change in
the Prime Rate is announced by Bank of America, N.A.. The Prime Rate is a
reference rate used by Bank of America, N.A. in determining interest rates on
certain loans
4
{PAGE}
and is not intended to be the lowest rate of interest charged on
_____________
Bank of America, N.A. – 4
{PAGE}
and is not intended to be the lowest rate of interest charged on any extension
of credit to any debtor. If Bank of America, N.A. ceases to publish a Prime
Rate, or if such Prime Rate for any other reason becomes unascertainable, then
Bank shall select a
_____________
dt 260544
;
|
BNY
As referenced in this Loan Agreement:
Bank of New York – funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate
_____________
dt 260958
|
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Full Doc
| 2004 |
Memorandum of Understanding
Memorandum of Understanding (10K)
Doc #297014: Click preview link for longer preview.
MEMORANDUM OF UNDERSTANDING
---------------------------
This Memorandum sets forth the terms of a binding agreement between and
among Chattem, Inc. ("Chattem"), Kemper Indemnity Insurance Company ("Kemper"),
Ken Randall America, Inc. ("KRA"), and Berkshire Hathaway Inc. ("BHP"):
1. Kemper will pay up to $37,500,000.00 (the "Settlement Amount") toward
settlement of claims against Chattem by unrelated third-parties alleging
injury arising from ingestion of Chattem's . . .
297014
|
Chattem
As referenced in this Memorandum of Understanding:
Chattem, Inc – MEMORANDUM OF UNDERSTANDING
{TEXT}
EXHIBIT 10.6
------------
MEMORANDUM OF UNDERSTANDING
---------------------------
This Memorandum sets forth the terms of a binding agreement between and
among Chattem, Inc . ("Chattem"), Kemper Indemnity Insurance Company ("Kemper"),
Ken Randall America, Inc. ("KRA"), and Berkshire Hathaway Inc. ("BHP"):
1. Kemper will pay up to $
_____________
Chattem, Inc – paid by Chattem to Kemper.
8. Kemper agrees to dismiss with prejudice its claims in the lawsuit captioned
Kemper Indemnity Ins. Co. v. Chattem, Inc ., et al., Docket No. 1:03-CV-264
(E.D. Tenn.) (the "Lawsuit"). Chattem likewise agrees to dismiss with
prejudice its claims
_____________
CHATTEM, INC – 12/18/03 /s/ J. Wylie Donald
------------------------------
J. Wylie Donald, Esq.
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
ATTORNEYS FOR CHATTEM, INC .
NWK2: 1118177.06
5
{/TEXT}
{/DOCUMENT}
_____________
dt 261556
;
Berkshire
As referenced in this Memorandum of Understanding:
Berkshire Hathaway Inc – the terms of a binding agreement between and
among Chattem, Inc. ("Chattem"), Kemper Indemnity Insurance Company ("Kemper"),
Ken Randall America, Inc. ("KRA"), and Berkshire Hathaway Inc . ("BHP"):
1. Kemper will pay up to $37,500,000.00 (the "Settlement Amount") toward
settlement of claims against Chattem by unrelated
_____________
BERKSHIRE
HATHAWAY INC – SPEARS, MOORE, REBMAN &
WILLIAMS
DATED: 12/19/03 /s/ Arthur Brock
------------------------------
Arthur Brock
801 Broad Street
6th Floor
Chattanooga, TN 37402
ATTORNEYS FOR BERKSHIRE
HATHAWAY INC .
McCARTER & ENGLISH, LLP
DATED: 12/18/03 /s/ J. Wylie Donald
------------------------------
J. Wylie Donald, Esq.
Four Gateway Center
100 Mulberry Street
Newark,
_____________
dt 255039
;
|
McCarter
As referenced in this Memorandum of Understanding:
McCARTER & ENGLISH, – WILLIAMS
DATED: 12/19/03 /s/ Arthur Brock
------------------------------
Arthur Brock
801 Broad Street
6th Floor
Chattanooga, TN 37402
ATTORNEYS FOR BERKSHIRE
HATHAWAY INC.
McCARTER & ENGLISH, LLP
DATED: 12/18/03 /s/ J. Wylie Donald
------------------------------
J. Wylie Donald, Esq.
Four Gateway Center
100 Mulberry Street
Newark, New Jersey
_____________
dt 253045
|
Preview
Full Doc
| 2004 |
Memorandum of Understanding
Memorandum of Understanding (17K)
Doc #297036: Click preview link for longer preview.
MEMORANDUM OF UNDERSTANDING
WHEREAS, by order dated January 17, 2002, the United States District Court for the Western District of Washington designated the Plaintiffs� Steering Committee (�PSC�) in In re Phenylpropanolamine (PPA) Products Liability Litigation, MDL 1407;
WHEREAS, the undersigned representatives of the PSC (the �Plaintiffs� Subcommittee�) were authorized by the PSC to engage in global settlement negotiations with The Delaco Company, successor by merger to Thompson Medical Company, Inc. (�Delaco�) and Chattem, Inc. (�Chattem�);
WHEREAS, . . .
297036
|
Chattem
As referenced in this Memorandum of Understanding:
Chattem, Inc – by the PSC to engage in global settlement negotiations with The Delaco Company, successor by merger to Thompson Medical Company, Inc. (Delaco) and Chattem, Inc . (Chattem);
WHEREAS, Delaco, Chattem, and the Plaintiffs Subcommittee have been engaged for nearly one year in highly protracted, arms-length settlement negotiations;
_____________
Chattem, Inc – Green
Michael Heaviside
Ashcraft & Gerel
Ron Michael Meneo
Early, Ludwick & Sweeney, LLC
Ramon Rossi Lopez
Lopez, Hodes, Restaino, Milman & Skikos
Counsel for Defendant Chattem, Inc .
Roger Dickson
C. Crews Townsend
Counsel for The Delaco Company, successor by merger to Thompson Medical Co., Inc.
Shelia L. Birnbaum
Jeffrey
_____________
dt 261577
| |
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Full Doc
| 2003 |
Warehousing and Distribution Purchase Agreement
Warehousing and Distribution Purchase Agreement (29K)
Doc #148264: Click preview link for longer preview.
WAREHOUSING AND DISTRIBUTION PURCHASE AGREEMENT
BY AND BETWEEN
CHATTEM CONSUMER PRODUCTS
AND
MILITARY RESALE GROUP
Military Resale Group ("Distributor"), located at 2535 Durango Drive, Colorado
Springs, CO 80910 and Chattem Consumer Products (3530) ("Manufacturer") located
at____________________ , enter into this Warehousing and Distribution Agreement
("this Agreement") in Colorado Springs, Colorado this 27 day of March 2002.
1. Manufacturer appoints Distributor to warehouse and deliver Manufacturer's
product ("Product") to the military commissaries and exchanges ("the
Military") listed in Schedule A, which is attached to and made part of this
agreement.
2. Distributor shall purchase, for resale by Manufacturer to the Military,
authorized Products from Manufacturer at Manufacturer's published
Distributor list prices and will attempt to maintain sufficient inventory
levels necessary to meet the daily order requirements of the Military.
Manufacturer agrees to ship all products on a "shipper sort and segregate
by SKU at customer dock" basis. The terms for purchases under this
provision are [*].
3. Manufacturer and/or its representative is solely responsible for soliciting
and obtaining orders for the sale of Products to the Military, except for
orders transmitted electronically the Military resale employees
participating in the Frequent Delivery Program. Distributor assumes no
sales responsibilities under this Agreement, and all Product purchased by
Distributor is on a guaranteed sales basis with floor stock protection
provided by the Manufacturer. Distributor shall rotate stock and notify
Manufacturer and/or its representative if any Product shows no movement for
sixty (60) days. If
1
{PAGE}
Manufacturer is unable to arrange for the sale of any Product to the
Military within the thirty (30) days of notice of any such Product or any
excess product quantities as identified by the Distributor, at its sole
discretion the Distributor shall invoice the Manufacturer and the
Manufacturer shall pay Distributor the full cost of the Product including
Distributor's storage and handling fee and remove such Product from
Distributor's warehouse(s) at the Manufacturer's expense Manufacturer
authorizes Distributor to sell to any third party without public notice any
such product remaining in its warehouse more than thirty (3) days after
notice given to Manufacturer and/or its authorized agent. Any net funds
received will be applied first to applicable storage and handling fees and
then to recovery of product cost. Any funds in excess of that owed to
Distributor will be remitted to Manufacturer, any balance due to
Distributor will be subject to interest charges and collection fees and
procedures as provided for in Paragraph 5.
4. Manufacturer or its representative, immediately upon receipt of an order
from the Military, shall telephone, fax or mail to Distributor all
information regarding such order to permit Distributor at least (24) hours
to prepare and deliver the Product ordered (48 hours for outlying
destination destinations). Shelf stocking of delivered Product at the
Military installations shall be the sole responsibility of the
Manufacturer. Distributor shall product a bi-monthly roll-up detailing
deliveries to and acceptance of Product by the Military for manufacturers
participating in the Frequent Delivery Program, and shall maintain signed
delivery documents recording such deliveries.
5. Distributor shall invoice Manufacturer for any delivered Product at the
price shown on the Manufacturer's published Distributor price list plus
Distributor's storage and handling fee as specified in Schedule C, which is
attached to and made a part of this Agreement. Distributor agrees to
transmit via established EDI Transaction sets all invoices. If paper copies
of such invoices and supporting delivery documents are required by the
Manufacturer and/or its representative, they will be provided as an
additional billable serviced at the price agreed to and detailed on
Schedule C. Terms of payment to Distributor are net fifteen (15) days, and
Distributor's right to receive payment from manufacturer is not conditioned
upon the timing of payment by the Military to the Manufacturer. Distributor
pricing is structured with the understanding that on-hand
148264
|
Chattem
As referenced in this Warehousing and Distribution Purchase Agreement:
CHATTEM, INC – storage and handling fee for such Product. In witness
whereof, the parties have executed this Agreement the day and year first
above written.
CHATTEM, INC MILITARY RESALE GROUP
-------------------------------------------
(Manufacturer's Full Corporate or Firm Name
By: /s/ Charles M. Stafford By: /s/ Ethan D. Hokit
-------------------------------------------- --------------------------------
Signature Signature
_____________
dt 207486
;
Chattem Consumer Products;
| Military Resale Group Inc.
|
Preview
Full Doc
| 2003 |
Warehousing and Distribution Purchase Agreement
Warehousing and Distribution Purchase Agreement (29K)
Doc #148073: Click preview link for longer preview.
WAREHOUSING AND DISTRIBUTION PURCHASE AGREEMENT
BY AND BETWEEN
CHATTEM CONSUMER PRODUCTS
AND
MILITARY RESALE GROUP
Military Resale Group ("Distributor"), located at 2535 Durango Drive, Colorado
Springs, CO 80910 and Chattem Consumer Products (3530) ("Manufacturer") located
at____________________ , enter into this Warehousing and Distribution Agreement
("this Agreement") in Colorado Springs, Colorado this 27 day of March 2002.
1. Manufacturer appoints Distributor to warehouse and deliver Manufacturer's
product ("Product") to the military commissaries and exchanges ("the
Military") listed in Schedule A, which is attached to and made part of this
agreement.
2. Distributor shall purchase, for resale by Manufacturer to the Military,
authorized Products from Manufacturer at Manufacturer's published
Distributor list prices and will attempt to maintain sufficient inventory
levels necessary to meet the daily order requirements of the Military.
Manufacturer agrees to ship all products on a "shipper sort and segregate
by SKU at customer dock" basis. The terms for purchases under this
provision are [*].
3. Manufacturer and/or its representative is solely responsible for soliciting
and obtaining orders for the sale of Products to the Military, except for
orders transmitted electronically the Military resale employees
participating in the Frequent Delivery Program. Distributor assumes no
sales responsibilities under this Agreement, and all Product purchased by
Distributor is on a guaranteed sales basis with floor stock protection
provided by the Manufacturer. Distributor shall rotate stock and notify
Manufacturer and/or its representative if any Product shows no movement for
sixty (60) days. If
1
{PAGE}
Manufacturer is unable to arrange for the sale of any Product to the
Military within the thirty (30) days of notice of any such Product or any
excess product quantities as identified by the Distributor, at its sole
discretion the Distributor shall invoice the Manufacturer and the
Manufacturer shall pay Distributor the full cost of the Product including
Distributor's storage and handling fee and remove such Product from
Distributor's warehouse(s) at the Manufacturer's expense Manufacturer
authorizes Distributor to sell to any third party without public notice any
such product remaining in its warehouse more than thirty (3) days after
notice given to Manufacturer and/or its authorized agent. Any net funds
received will be applied first to applicable storage and handling fees and
then to recovery of product cost. Any funds in excess of that owed to
Distributor will be remitted to Manufacturer, any balance due to
Distributor will be subject to interest charges and collection fees and
procedures as provided for in Paragraph 5.
4. Manufacturer or its representative, immediately upon receipt of an order
from the Military, shall telephone, fax or mail to Distributor all
information regarding such order to permit Distributor at least (24) hours
to prepare and deliver the Product ordered (48 hours for outlying
destination destinations). Shelf stocking of delivered Product at the
Military installations shall be the sole responsibility of the
Manufacturer. Distributor shall product a bi-monthly roll-up detailing
deliveries to and acceptance of Product by the Military for manufacturers
participating in the Frequent Delivery Program, and shall maintain signed
delivery documents recording such deliveries.
5. Distributor shall invoice Manufacturer for any delivered Product at the
price shown on the Manufacturer's published Distributor price list plus
Distributor's storage and handling fee as specified in Schedule C, which is
attached to and made a part of this Agreement. Distributor agrees to
transmit via established EDI Transaction sets all invoices. If paper copies
of such invoices and supporting delivery documents are required by the
Manufacturer and/or its representative, they will be provided as an
additional billable serviced at the price agreed to and detailed on
Schedule C. Terms of payment to Distributor are net fifteen (15) days, and
Distributor's right to receive payment from manufacturer is not conditioned
upon the timing of payment by the Military to the Manufacturer. Distributor
pricing is structured with the understanding that on-hand
148073
|
Chattem
As referenced in this Warehousing and Distribution Purchase Agreement:
CHATTEM, INC – storage and handling fee for such Product. In witness
whereof, the parties have executed this Agreement the day and year first
above written.
CHATTEM, INC MILITARY RESALE GROUP
-------------------------------------------
(Manufacturer's Full Corporate or Firm Name
By: /s/ Charles M. Stafford By: /s/ Ethan D. Hokit
-------------------------------------------- --------------------------------
Signature Signature
_____________
dt 207485
;
Chattem Consumer Products;
| Military Resale Group Inc.
|
| Full Doc
| 2000 |
Opinion Letter
Opinion Letter (2K)
Doc #297105: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-5
{SEQUENCE}2
{FILENAME}ex-5.txt
{DESCRIPTION}EXHIBIT 5
{TEXT}
{PAGE}
EXHIBIT 5
WRITER'S DIRECT NUMBER
423/785-8212
-------- --------
HUGH F. SHARBER E-MAIL ADDRESS:
CHATTANOOGA OFFICE hsharber@millermartin.com
June 16, 2000
Chattem, Inc.
1715 West 38th Street
Chattanooga, TN 37409
Gentlemen:
This opinion is furnished in connection with the Registration
297105
|
Chattem
As referenced in this Opinion Letter:
Chattem, Inc – EXHIBIT 5
WRITER'S DIRECT NUMBER
423/785-8212
-------- --------
HUGH F. SHARBER E-MAIL ADDRESS:
CHATTANOOGA OFFICE hsharber@millermartin.com
June 16, 2000
Chattem, Inc .
1715 West 38th Street
Chattanooga, TN 37409
Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-8 (
_____________
Chattem, Inc – 1933, as amended (the "Act") with respect to (i) 750,000
shares of the common stock, no par value (the "Common Stock") of Chattem, Inc .
(the "Company") and (ii) the Non-Statutory Stock Option Plan - 2000 (the
"Plan").
In rendering this opinion, we have conducted such investigation,
_____________
dt 261640
| |
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Full Doc
| 2001 |
Non-Competition and Severance Agreement [Amended and Restated]
Non-Competition and Severance Agreement [Amended and Restated] (15K)
Doc #297093: Click preview link for longer preview.
AMENDED AND RESTATED
NON-COMPETITION AND SEVERANCE AGREEMENT
This Agreement is made and entered into as of the 1st of
August, 2000, by and between CHATTEM, INC., a Tennessee corporation (the
"Company") and __________________ (the "Executive").
WITNESSETH
WHEREAS, the Company is desirous of assuring itself of
continuity of management through the hiring and retention of certain key
executives, and to foster their unbiased and analytical assessment of any offer
to acquire control of the Company; and
WHEREAS, the Company desires to impose upon the Executive
obligations of confidentiality and to restrict his ability to obtain employment
with certain competitors of the Company; and
WHEREAS, the Company and the Executive have previously entered
that certain Non-Competition and Severance Agreement dated February 18, 2000,
which provides certain benefits in the event of a change in control of the
Company, which the Company desires to amend and restate in the form hereinafter
set forth; and
WHEREAS, the Executive is willing to accept obligations of
confidentiality and non-competition in exchange for specified severance
benefits;
NOW, THEREFORE, the Company and the Executive do hereby agree
as follows:
1. TERM. The term of this Agreement shall commence as
of the day and year first above written and continue indefinitely thereafter
for a period ending three (3) years after the termination of the Executive's
employment with the Company.
2. CONFIDENTIALITY OBLIGATIONS. During the term of
this Agreement the Executive agrees to maintain all confidential information
and trade secrets obtained during the course of his employment with the
Company as confidential and to disclose the same to no one, other than in the
furtherance of the Company's business in the normal course or to a fellow
employee with a reasonable need to know, unless the Executive can demonstrate
by documentary evidence that such information was (1) known to him prior to
his employment with the Company; (2) subsequently became part of the public
domain through no fault of his own; or (3)
{PAGE}
was subsequently disclosed to him by a third party not in violation of any
obligation of confidentiality and non-use with the Company.
3. NON-COMPETE. In the event of a Change in Control
(as hereinafter defined) while Executive is employed by the Company and
during the term of this Agreement, Executive will not accept compensation or
anything of value from, nor offer or provide any services, including
consulting services, to any person, company, partnership, joint venture or
other entity which has or does a significant business involving, in whole or
in part, health and beauty aid products sold over the counter. This provision
applies only to entities selling the above specified products in competition
297093
|
Chattem
As referenced in this Non-Competition and Severance Agreement [Amended and Restated]:
CHATTEM, INC – RESTATED
NON-COMPETITION AND SEVERANCE AGREEMENT
This Agreement is made and entered into as of the 1st of
August, 2000, by and between CHATTEM, INC ., a Tennessee corporation (the
"Company") and __________________ (the "Executive").
WITNESSETH
WHEREAS, the Company is desirous of assuring itself of
continuity of management
_____________
CHATTEM, INC – its
corporate seal to be hereunto affixed and attested by its Secretary, all as of
the day and year first above written.
-------------------------------------
[Exeuctive]
CHATTEM, INC .
By:
----------------------------------
Title:
----------------------------
ATTEST:
----------------------------
Secretary
(SEAL)
6
{/TEXT}
{/DOCUMENT}
_____________
dt 261628
| |
| Full Doc
| 2004 |
Notification of Late Filing
Notification of Late Filing (7K)
Doc #297016: This document is immediately available for purchase, but does not have a preview available for viewing.
297016
|
Chattem
As referenced in this Notification of Late Filing:
Chattem, Inc – notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
Chattem, Inc . Savings and Investment Plan
_____________________________________________________________________________________________
Full Name of Registrant
_____________________________________________________________________________________________
Former Name if Applicable
1715 West 38th Street
_____________________________________________________________________________________________
Address of Principal
_____________
Chattem, Inc – F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be filed within the prescribed time period.
The Chattem, Inc . Savings and Investment Plan was unable to file Form 11-K by the due date without unreasonable effort or expense due to
_____________
Chattem, Inc – the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Chattem, Inc . Savings and Investment Plan
_____________________________________________________________________________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
_____________
Chattem, Inc – behalf by the undersigned hereunto duly authorized.
Date: June 29, 2004
By:
/s/ A. Alexander Taylor II
A. Alexander Taylor II, Member of Chattem, Inc . Pension
Administration Committee
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized
_____________
dt 261557
| |
Preview
Full Doc
| 2004 |
Purchase Agreement
Purchase Agreement (106K)
Doc #297019: Click preview link for longer preview.
Chattem, Inc.
as Issuer
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
as Guarantors
$75 Million Floating Rate Senior Notes due 2010
and
$125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
. . .
297019
|
Chattem
As referenced in this Purchase Agreement:
Chattem, Inc –
Purchase Agreement
EX-1.1 3 dex11.htm PURCHASE AGREEMENT
Exhibit 1.1
EXECUTION COPY
Chattem, Inc .
as Issuer
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
as Guarantors
$75 Million Floating Rate Senior Notes due
_____________
Chattem, Inc – 9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
Introductory. Chattem, Inc ., a Tennessee corporation (the Company), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the Initial Purchasers),
_____________
Chattem, Inc – Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Rohan S. Weerasinghe, Esq.
If to the Company or the Guarantors:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller &
_____________
CHATTEM, INC – copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
CHATTEM, INC ., as Issuer
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT CO., as Guarantor
By:
Name:
Title:
SUNDEX, LLC, as Guarantor
By:
Name:
Title:
CHATTEM (
_____________
dt 261560
;
BofA Securities
As referenced in this Purchase Agreement:
Banc of America Securities LLC – 75 Million Floating Rate Senior Notes due 2010
and
$125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES
_____________
BANC OF AMERICA SECURITIES LLC – Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities
_____________
Banc of America Securities LLC – BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
_____________
Banc of America Securities LLC – 125.0 million 7% Senior Subordinated Notes due 2014 (the Fixed Rate Notes; and, together with the Floating Rate Senior Notes, the Notes). Banc of America Securities LLC , Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. have agreed to act as the several Initial
_____________
Banc of America Securities LLC – the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC or Morgan Stanley & Co. Incorporated expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum,
_____________
dt 252171
;
BofA
As referenced in this Purchase Agreement:
Bank of America, N.A. – the (2008 Note Indenture) and (ii) the Company will enter into a new Senior Secured Credit Facility (New Senior Secured Credit Facility) with Bank of America, N.A. as administrative agent and dated as of February 26, 2004, consisting of a $50.0 million revolving credit facility (with $25 million
_____________
dt 260534
;
|
Deutsche Bank
As referenced in this Purchase Agreement:
Deutsche Bank Securities Inc – 125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES
_____________
DEUTSCHE BANK SECURITIES INC – Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC .
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY
_____________
Deutsche Bank Securities Inc – the Fixed Rate Notes; and, together with the Floating Rate Senior Notes, the Notes). Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc . and J.P. Morgan Securities Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale
_____________
Deutsche Bank Securities Inc – Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Facsimile: (212) 761-0781
Attention: High Yield Capital Markets Syndicate Desk
26
and
Deutsche Bank Securities Inc .
60 Wall Street
New York, NY 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
and
J.P. Morgan Securities Inc.
_____________
DEUTSCHE BANK SECURITIES INC – Purchasers as of the date first above written.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC .
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
31
SCHEDULE A
$75,000,000
Floating Rate
Notes due 2010:
$
_____________
dt 257767
;
J.P. Morgan
As referenced in this Purchase Agreement:
J.P. Morgan Securities Inc – Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc .
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES
_____________
J.P. MORGAN SECURITIES INC – J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC .
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co.
_____________
J.P. Morgan Securities Inc – together with the Floating Rate Senior Notes, the Notes). Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc . have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes.
The Floating Rate
_____________
J.P. Morgan Securities Inc – 26
and
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
and
J.P. Morgan Securities Inc .
270 Park Avenue
New York, NY 10017
Facsimile: (212) 270-7449
Attention: Stuart Fishman
with copies to:
Banc of America Securities LLC
_____________
J.P. MORGAN SECURITIES INC – written.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:
J.P. MORGAN SECURITIES INC .
By:
Name:
Title:
31
SCHEDULE A
$75,000,000
Floating Rate
Notes due 2010:
$125,000,000
Fixed Rate
Notes due 2014:
_____________
dt 251846
;
More... |
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Full Doc
| 2004 |
Purchase Agreement
Purchase Agreement (106K)
Doc #1651197: Click preview link for longer preview.
Chattem, Inc.
as Issuer
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
as Guarantors
$75 Million Floating Rate Senior Notes due 2010
and
$125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
. . .
1651197
|
Chattem
As referenced in this Purchase Agreement:
Chattem, Inc – Purchase Agreement
EX-1.1 3 dex11.htm PURCHASE AGREEMENT
Exhibit 1.1
EXECUTION COPY
Chattem, Inc .
as Issuer
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
as Guarantors
$75 Million Floating Rate Senior Notes due 2010
and
$125 Million 7% Senior
_____________
Chattem, Inc – o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
Introductory. Chattem, Inc ., a Tennessee corporation (the Company), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the Initial Purchasers), acting severally and not jointly, the respective
_____________
Chattem, Inc – Department
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Rohan S. Weerasinghe, Esq.
If to the Company or the Guarantors:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller & Martin LLP
Suite 100, Volunteer Building
_____________
CHATTEM, INC – and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
Very truly yours,
CHATTEM, INC ., as Issuer
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT CO., as Guarantor
By:
Name:
Title:
SUNDEX, LLC, as Guarantor
By:
Name:
Title:
CHATTEM (CANADA) HOLDINGS, INC., as Guarantor
By:
_____________
dt 1664049
;
BofA Securities
As referenced in this Purchase Agreement:
Banc of America Securities LLC – and
Chattem (Canada) Holdings, Inc.
as Guarantors
$75 Million Floating Rate Senior Notes due 2010
and
$125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
_____________
BANC OF AMERICA SECURITIES LLC – PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New
_____________
Banc of America Securities LLC – Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
Introductory. Chattem, Inc., a Tennessee corporation (
_____________
Banc of America Securities LLC – the Floating Rate Notes) and (ii) a $125.0 million 7% Senior Subordinated Notes due 2014 (the Fixed Rate Notes; and, together with the Floating Rate Senior Notes, the Notes). Banc of America Securities LLC , Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. have agreed to act as the several Initial Purchasers in connection with the offering
_____________
Banc of America Securities LLC – apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC or Morgan Stanley & Co. Incorporated expressly for use in the Offering Memorandum. Each of the Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all
_____________
dt 1687932
;
|
BofA
As referenced in this Purchase Agreement:
Bank of America, N.A. – in the indenture governing the 2008 Notes the (2008 Note Indenture) and (ii) the Company will enter into a new Senior Secured Credit Facility (New Senior Secured Credit Facility) with Bank of America, N.A. as administrative agent and dated as of February 26, 2004, consisting of a $50.0 million revolving credit facility (with $25 million to be committed as of the Closing
_____________
dt 1634566
;
Deutsche Bank
As referenced in this Purchase Agreement:
Deutsche Bank Securities Inc – Rate Senior Notes due 2010
and
$125 Million 7% Senior Subordinated Notes due 2014
PURCHASE AGREEMENT
dated February 19, 2004
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.
_____________
DEUTSCHE BANK SECURITIES INC – LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
PURCHASE AGREEMENT
February 19, 2004
BANC OF AMERICA SECURITIES LLC
MORGAN STANLEY & CO. INCORPORATED
DEUTSCHE BANK SECURITIES INC .
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
and
Morgan Stanley & Co. Incorporated
_____________
Deutsche Bank Securities Inc – 7% Senior Subordinated Notes due 2014 (the Fixed Rate Notes; and, together with the Floating Rate Senior Notes, the Notes). Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc . and J.P. Morgan Securities Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes.
The Floating Rate Notes
_____________
Deutsche Bank Securities Inc – Attention: High Yield Capital Markets
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
Facsimile: (212) 761-0781
Attention: High Yield Capital Markets Syndicate Desk
26
and
Deutsche Bank Securities Inc .
60 Wall Street
New York, NY 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
and
J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
_____________
DEUTSCHE BANK SECURITIES INC – confirmed and accepted by the Initial Purchasers as of the date first above written.
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:
MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC .
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
31
SCHEDULE A
$75,000,000
Floating Rate
Notes due 2010:
$125,000,000
Fixed Rate
Notes due
_____________
dt 1650643
;
More... |
Preview
Full Doc
| 2004 |
Registration Rights Agreement
Registration Rights Agreement (70K)
Doc #297025: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this �Agreement�) is made and entered into as of February 26, 2004, by and among Chattem, Inc., a Tennessee corporation (the . . .
297025
|
Chattem
As referenced in this Registration Rights Agreement:
Chattem, Inc – Registration Rights Agreement
EX-4.9 9 dex49.htm REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.9
Execution Copy
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc .,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche
_____________
Chattem, Inc – 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of February 26, 2004, by and among Chattem, Inc ., a Tennessee corporation (the Company), Signal Investment & Management Co., a Delaware corporation, SunDex, LLC, a Tennessee limited liability company, and Chattem (Canada)
_____________
Chattem, Inc – the Registrar under each Indenture, with a copy to the Registrar under each Indenture; and
(iii) if to the Company and the Guarantors:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller &
_____________
CHATTEM, INC – with respect to such subject matter.
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CHATTEM, INC .
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT CO.
By:
Name:
Title:
SUNDEX, LLC
By:
Name:
Title:
CHATTEM (CANADA) HOLDINGS, INC.
By:
Name:
Title:
_____________
dt 261566
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – 9
Execution Copy
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
_____________
Banc of America Securities LLC – a Tennessee limited liability company, and Chattem (Canada) Holdings, Inc., a Delaware corporation, as guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC , Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. (each an Initial Purchaser and, collectively, the Initial
_____________
Banc of America Securities LLC – first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to an Initial Purchaser:
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Facsimile: (212) 847-6441
Attention: High Yield Capital Markets
and
Morgan Stanley & Co.
_____________
Banc of America Securities LLC – J.P. Morgan Securities Inc.
270 Park Avenue New York,
New York 10017
Facsimile: (212) 270-7449
Attention: Stuart Fishman
with copies to:
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Facsimile: (212) 583-8567
Attention: Legal Department
and
Shearman & Sterling LLP
599 Lexington
_____________
BANC OF AMERICA SECURITIES LLC – HOLDINGS, INC.
By:
Name:
Title:
22
The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:
J.P. MORGAN
_____________
dt 252172
;
Deutsche Bank
As referenced in this Registration Rights Agreement:
Deutsche Bank Securities Inc – Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made
_____________
Deutsche Bank Securities Inc – Inc., a Delaware corporation, as guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc ., and J.P. Morgan Securities Inc. (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed to purchase
_____________
Deutsche Bank Securities Inc – Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Facsimile: (212) 761-0781
Attention: High Yield Capital Markets Syndicate Desk
and
Deutsche Bank Securities Inc .
60 Wall Street
New York, New York 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
19
and
J.P. Morgan
_____________
DEUTSCHE BANK SECURITIES INC – of the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC .
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
23
_____________
dt 257768
;
|
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc .
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of
_____________
J.P. Morgan Securities Inc – guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc . (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys (i) $75.0 million
_____________
J.P. Morgan Securities Inc – Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
19
and
J.P. Morgan Securities Inc .
270 Park Avenue New York,
New York 10017
Facsimile: (212) 270-7449
Attention: Stuart Fishman
with copies to:
Banc of America Securities
_____________
J.P. MORGAN SECURITIES INC – OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:
J.P. MORGAN SECURITIES INC .
By:
Name:
Title:
23
_____________
dt 251847
;
SouthTrust Bank
As referenced in this Registration Rights Agreement:
SouthTrust Bank, – Floating Rate Note Indenture), among the Company, Signal Investment & Management Co., SunDex, LLC and Chattem (Canada) Holdings, Inc., as guarantors (the Guarantors) and SouthTrust Bank, National Association, as trustee (in such capacity, the Floating Rate Note Trustee), and (ii) indenture, dated as of February 26, 2004, among
_____________
SouthTrust Bank, – in such capacity, the Floating Rate Note Trustee), and (ii) indenture, dated as of February 26, 2004, among the Company, the Guarantors and SouthTrust Bank, National Association, as trustee (in such capacity, the Fixed Rate Note Trustee; and, together with the Fixed Rate Note Trustee, the Trustees),
_____________
dt 255661
|
Preview
Full Doc
| 2004 |
Registration Rights Agreement
Registration Rights Agreement (71K)
Doc #1651203: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this �Agreement�) is made and entered into as of February 26, 2004, by and among Chattem, Inc., a Tennessee corporation (the . . .
1651203
|
Chattem
As referenced in this Registration Rights Agreement:
Chattem, Inc – Registration Rights Agreement
EX-4.9 9 dex49.htm REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.9
Execution Copy
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc .,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P.
_____________
Chattem, Inc – Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of February 26, 2004, by and among Chattem, Inc ., a Tennessee corporation (the Company), Signal Investment & Management Co., a Delaware corporation, SunDex, LLC, a Tennessee limited liability company, and Chattem (Canada) Holdings, Inc., a Delaware corporation, as
_____________
Chattem, Inc – address set forth on the records of the Registrar under each Indenture, with a copy to the Registrar under each Indenture; and
(iii) if to the Company and the Guarantors:
Chattem, Inc .
1715 West 38th Street
Chattanooga, Tennessee 37409
Facsimile: (423) 821-0395
Attention: Mr. A. Alexander Taylor II
with a copy to:
Miller & Martin LLP
Suite 100, Volunteer Building
_____________
CHATTEM, INC – prior agreements and understandings between the parties with respect to such subject matter.
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CHATTEM, INC .
By:
Name:
Title:
SIGNAL INVESTMENT & MANAGEMENT CO.
By:
Name:
Title:
SUNDEX, LLC
By:
Name:
Title:
CHATTEM (CANADA) HOLDINGS, INC.
By:
Name:
Title:
22
The foregoing Registration Rights Agreement
_____________
dt 1415688
;
BofA Securities
As referenced in this Registration Rights Agreement:
Banc of America Securities LLC – htm REGISTRATION RIGHTS AGREEMENT
EXHIBIT 4.9
Execution Copy
REGISTRATION RIGHTS AGREEMENT
by and among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement)
_____________
Banc of America Securities LLC – Management Co., a Delaware corporation, SunDex, LLC, a Tennessee limited liability company, and Chattem (Canada) Holdings, Inc., a Delaware corporation, as guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC , Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc. (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed
_____________
Banc of America Securities LLC – be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to an Initial Purchaser:
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Facsimile: (212) 847-6441
Attention: High Yield Capital Markets
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New
_____________
Banc of America Securities LLC – Attention: High Yield Capital Markets
19
and
J.P. Morgan Securities Inc.
270 Park Avenue New York,
New York 10017
Facsimile: (212) 270-7449
Attention: Stuart Fishman
with copies to:
Banc of America Securities LLC
9 West 57th Street
New York, New York 10019
Facsimile: (212) 583-8567
Attention: Legal Department
and
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
_____________
BANC OF AMERICA SECURITIES LLC – SUNDEX, LLC
By:
Name:
Title:
CHATTEM (CANADA) HOLDINGS, INC.
By:
Name:
Title:
22
The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
23
_____________
dt 1357846
;
|
Deutsche Bank
As referenced in this Registration Rights Agreement:
Deutsche Bank Securities Inc – RIGHTS AGREEMENT
by and among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc .
J.P. Morgan Securities Inc.
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of February 26,
_____________
Deutsche Bank Securities Inc – liability company, and Chattem (Canada) Holdings, Inc., a Delaware corporation, as guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc ., and J.P. Morgan Securities Inc. (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys (i) $75.0 million aggregate
_____________
Deutsche Bank Securities Inc – Attention: High Yield Capital Markets
and
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Facsimile: (212) 761-0781
Attention: High Yield Capital Markets Syndicate Desk
and
Deutsche Bank Securities Inc .
60 Wall Street
New York, New York 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
19
and
J.P. Morgan Securities Inc.
270 Park Avenue New York,
_____________
DEUTSCHE BANK SECURITIES INC – is hereby confirmed and accepted as of the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC .
By:
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
Name:
Title:
23
_____________
dt 1377653
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – among
Chattem, Inc.,
Signal Investment & Management Co.,
SunDex, LLC, and
Chattem (Canada) Holdings, Inc.
and
Banc of America Securities LLC
Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc .
Dated as of February 26, 2004
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of February 26, 2004, by and among Chattem,
_____________
J.P. Morgan Securities Inc – Holdings, Inc., a Delaware corporation, as guarantors (each, a Guarantor and, collectively, the Guarantors), and Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., and J.P. Morgan Securities Inc . (each an Initial Purchaser and, collectively, the Initial Purchasers), each of whom has agreed to purchase the Companys (i) $75.0 million aggregate principal amount of the Companys Floating
_____________
J.P. Morgan Securities Inc – High Yield Capital Markets Syndicate Desk
and
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Facsimile: (212) 797-4869
Attention: High Yield Capital Markets
19
and
J.P. Morgan Securities Inc .
270 Park Avenue New York,
New York 10017
Facsimile: (212) 270-7449
Attention: Stuart Fishman
with copies to:
Banc of America Securities LLC
9 West 57th Street
New York,
_____________
J.P. MORGAN SECURITIES INC – the date first above written:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title: Managing Director
MORGAN STANLEY & CO.
INCORPORATED
By:
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
Name:
Title:
J.P. MORGAN SECURITIES INC .
By:
Name:
Title:
23
_____________
dt 1494946
;
SouthTrust Bank
As referenced in this Registration Rights Agreement:
SouthTrust Bank, – as of February 26, 2004 (the Floating Rate Note Indenture), among the Company, Signal Investment & Management Co., SunDex, LLC and Chattem (Canada) Holdings, Inc., as guarantors (the Guarantors) and SouthTrust Bank, National Association, as trustee (in such capacity, the Floating Rate Note Trustee), and (ii) indenture, dated as of February 26, 2004, among the Company, the Guarantors and SouthTrust Bank,
_____________
SouthTrust Bank, – and SouthTrust Bank, National Association, as trustee (in such capacity, the Floating Rate Note Trustee), and (ii) indenture, dated as of February 26, 2004, among the Company, the Guarantors and SouthTrust Bank, National Association, as trustee (in such capacity, the Fixed Rate Note Trustee; and, together with the Fixed Rate Note Trustee, the Trustees), pursuant to which the Securities are to
_____________
dt 1476407
|
Preview
Full Doc
| 2006 |
Registration Rights Agreement
Registration Rights Agreement (69K)
Doc #2648247: Click preview link for longer preview.
Registration Rights Agreement
Dated as of November 22, 2006
between
Chattem, Inc.
and
The Purchasers listed on the signatures pages hereto
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the ?Agreement?) is made and entered into this 22nd day of November, 2006, between Chattem, Inc., a Tennessee corporation (the ?Company?), and the purchasers listed on the signature pages hereto (collectively, the . . .
2648247
|
Chattem
As referenced in this Registration Rights Agreement:
CHATTEM, INC – WWW.EXFILE.COM, INC. -- 14760 -- CHATTEM, INC . -- EXHIBIT 10.2 TO FORM 8-K
EX-10.2 3 exh10-2_14760.htm REGISTRATION RIGHTS AGREEMENT DATED 11/22/06
EXHIBIT 10.2
Registration Rights Agreement
Dated as
_____________
Chattem, Inc – FORM 8-K
EX-10.2 3 exh10-2_14760.htm REGISTRATION RIGHTS AGREEMENT DATED 11/22/06
EXHIBIT 10.2
Registration Rights Agreement
Dated as of November 22, 2006
between
Chattem, Inc .
and
The Purchasers listed on the signatures pages hereto
1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the Agreement) is made and entered into this 22nd day of November,
_____________
Chattem, Inc – The Purchasers listed on the signatures pages hereto
1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the Agreement) is made and entered into this 22nd day of November, 2006, between Chattem, Inc ., a Tennessee corporation (the Company), and the purchasers listed on the signature pages hereto (collectively, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement (the Purchase
_____________
CHATTEM, INC – prior agreements and understandings between the parties with respect to such subject matter.
21
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CHATTEM, INC .
By
Name:
Title:
22
Confirmed and accepted as
of the date first above written:
[PURCHASER]
By: ______________________________________
Name:
Title:
_____________
dt 1664052
;
Pfizer
As referenced in this Registration Rights Agreement:
Pfizer Inc – pro forma financial statements for its acquisition of the U.S. rights to five consumer and over-the-counter brands from Johnson & Johnson and the consumer healthcare business of Pfizer Inc . with the SEC or (ii) six months after the Closing Date, and thereafter shall use its commercially reasonable efforts to cause to be declared effective as promptly as practicable
_____________
dt 1641481
;
|
U.S. Bank, NA
As referenced in this Registration Rights Agreement:
U.S. Bank, Na – become owners, beneficial or otherwise, of Registrable Securities under the Indenture.
Indenture shall mean the Indenture relating to the Securities, dated as of the date hereof, between the Company and U.S. Bank, Na tional Association, as Trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.
Issuer Free Writing Prospectus shall
_____________
dt 1644372
|
| Full Doc
| 2003 |
Restricted Stock Agreement
Restricted Stock Agreement (5K)
Doc #297043: This document is immediately available for purchase, but does not have a preview available for viewing.
297043
|
Chattem
As referenced in this Restricted Stock Agreement:
Chattem, Inc – txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
EXHIBIT 10.1
------------
RESTRICTED STOCK AGREEMENT
--------------------------
The Compensation Committee (the "Committee") of the Board of
Directors of Chattem, Inc . ("Chattem") has selected Zan Guerry as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted Shares") in
_____________
Chattem, Inc – the
Securities Exchange Act of 1934, as
amended.
This Restricted Stock Agreement is dated to be effective this
29th day of May, 2003.
Chattem, Inc .
By:_________________________________
Alec Taylor
For the Compensation Committee
Recipient:
____________________________________
Zan Guerry
{/TEXT}
{/DOCUMENT}
_____________
dt 261584
| |
| Full Doc
| 2003 |
Restricted Stock Agreement
Restricted Stock Agreement (5K)
Doc #297049: This document is immediately available for purchase, but does not have a preview available for viewing.
297049
|
Chattem
As referenced in this Restricted Stock Agreement:
Chattem, Inc – txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
EXHIBIT 10.17
-------------
RESTRICTED STOCK AGREEMENT
The Compensation Committee (the "Committee") of the Board of Directors of
Chattem, Inc . ("Chattem") has selected A. Alexander Taylor II as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted
_____________
Chattem, Inc – the Securities Exchange Act
of 1934, as amended.
This Restricted Stock Agreement is dated to be effective this 29th day of
October, 2002.
Chattem, Inc .
By:
-----------------------------
Zan Guerry, Chairman
Recipient:
---------------------------------
A. Alexander Taylor II
{/TEXT}
{/DOCUMENT}
_____________
dt 261589
| |
| Full Doc
| 2003 |
Restricted Stock Agreement
Restricted Stock Agreement (5K)
Doc #297055: This document is immediately available for purchase, but does not have a preview available for viewing.
297055
|
Chattem
As referenced in this Restricted Stock Agreement:
Chattem, Inc – txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
EXHIBIT 10.17
-------------
RESTRICTED STOCK AGREEMENT
The Compensation Committee (the "Committee") of the Board of Directors of
Chattem, Inc . ("Chattem") has selected A. Alexander Taylor II as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted
_____________
Chattem, Inc – the Securities Exchange Act
of 1934, as amended.
This Restricted Stock Agreement is dated to be effective this 29th day of
October, 2002.
Chattem, Inc .
By:
-----------------------------
Zan Guerry, Chairman
Recipient:
---------------------------------
A. Alexander Taylor II
{/TEXT}
{/DOCUMENT}
_____________
dt 261595
| |
| Full Doc
| 2002 |
Restricted Stock Agreement
Restricted Stock Agreement (6K)
Doc #297075: This document is immediately available for purchase, but does not have a preview available for viewing.
297075
|
Chattem
As referenced in this Restricted Stock Agreement:
Chattem, Inc – txt
{DESCRIPTION}RESTRICTED STOCK AGREEMENT
{TEXT}
EXHIBIT 10.1
------------
RESTRICTED STOCK AGREEMENT
The Compensation Committee (the "Committee") of the Board of
Directors of Chattem, Inc . ("Chattem") has selected Zan Guerry as the recipient
("Recipient") of the following described shares of restricted common stock (the
"Restricted Shares") in
_____________
Chattem, Inc – the Securities Exchange Act
of 1934, as amended.
This Restricted Stock Agreement is dated to be effective this 24th day of
April, 2001.
Chattem, Inc .
By:_________________________________
For the Compensation Committee
Recipient:__________________________
Zan Guerry
{/TEXT}
{/DOCUMENT}
_____________
dt 261611
| |
| Full Doc
| 2005 |
Restricted Stock Agreement
Restricted Stock Agreement (5K)
Doc #1199282: This document is immediately available for purchase, but does not have a preview available for viewing.
1199282
| | |
| Full Doc
| 2008 |
Retirement Agreement
Retirement Agreement (28K)
Doc #3516630: This document is immediately available for purchase, but does not have a preview available for viewing.
3516630
| | |
Preview
Full Doc
| 2006 |
Securities Purchase Agreement
Securities Purchase Agreement (98K)
Doc #2643437: Click preview link for longer preview.
CHATTEM, INC.
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
Chattem, Inc.
-------------
(a Tennessee corporation)
. . .
2643437
|
Chattem
As referenced in this Securities Purchase Agreement:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}a5280555ex10_2.txt
{DESCRIPTION}EXHIBIT 10.2
{TEXT}
EXHIBIT 10.2
------------
================================================================================
CHATTEM, INC .
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc.
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes
_____________
Chattem, Inc – FILENAME}a5280555ex10_2.txt
{DESCRIPTION}EXHIBIT 10.2
{TEXT}
EXHIBIT 10.2
------------
================================================================================
CHATTEM, INC.
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc .
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes due 2013
------------------------------------
SECURITIES PURCHASE AGREEMENT
-----------------------------
November 16, 2006
Ladies and Gentlemen:
Chattem, Inc., a Tennessee corporation (the "Company"), and
_____________
Chattem, Inc – PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc.
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes due 2013
------------------------------------
SECURITIES PURCHASE AGREEMENT
-----------------------------
November 16, 2006
Ladies and Gentlemen:
Chattem, Inc ., a Tennessee corporation (the "Company"), and the several
purchasers named on the signature pages hereto (each a "Purchaser" and together
the "Purchasers") agree that each Purchaser will purchase from
_____________
Chattem, Inc – Bank, N.A.
Bank ABA: 091000022
BNF Acct.: USBANK CT SOUTHEAST WIRE CLRG
BNF A/C: 173103781824
OBI Acct.: A/C 107192000
Ref Acct. Name: Chattem Conv Notes Escrow
Re: Chattem, Inc . {Exact Name of Account to
be Credited with Securities}
Attn: Jaci L. Kitch
Tel. No.: (615) 251-0718
13
{PAGE}
Such funds shall be held in escrow until the
_____________
Chattem,
Inc – Notices to the Purchasers
shall be directed to Sidley Austin LLP, attention of Robert Mandell (Facsimile:
(212) 839-5599); and notices to the Company shall be directed to it at Chattem,
Inc ., 1715 West 38th Street, Chattanooga, TN 37409, attention of Theodore K.
Whitfield, Jr., General Counsel and Secretary (Facsimile: (423) 821-0395), with
a copy to Miller & Martin, LLP, Suite
_____________
dt 1664050
;
J&J
As referenced in this Securities Purchase Agreement:
Johnson & Johnson – file prior to the closing of the
transactions contemplated hereby, historical and pro forma
financial statements relating to the proposed acquisition of the
U.S. rights to five brands from Johnson & Johnson and the consumer
health care business of Pfizer with the Securities and Exchange
Commission, and in connection with the purchase of the Securities
the Purchasers will not have access to
_____________
Johnson & Johnson – respect to the Securities, the Company and developments relating
to the Company, including non-public information relating to the
proposed acquisition of the U.S. rights to five brands from
Johnson & Johnson and the consumer healthcare business of Pfizer,
that the Company has agreed to make available to or discuss with
the Purchaser upon execution by such Purchaser of a
confidentiality agreement,
_____________
dt 1676444
;
|
U.S. Bank, NA
As referenced in this Securities Purchase Agreement:
U.S. Bank, Na – Purchaser's signature page attached hereto. The Securities are to be issued
pursuant to an indenture to be dated as of November 22, 2006 (the "Indenture")
between the Company and U.S. Bank, Na tional Association, as trustee (the
"Trustee"). The Securities will be delivered through book entry facilities of
The Depository Trust Company ("DTC"), to an account specified by each Purchaser
on its
_____________
U.S. Bank, Na – Securities will be delivered through book entry facilities of
The Depository Trust Company ("DTC"), to an account specified by each Purchaser
on its signature page and will be released by U.S. Bank, Na tional Association
(the "Escrow Agent") to such Purchaser at the Closing (as defined in Section
2(b)).
The Securities are convertible, subject to certain conditions as
described in the Final
_____________
dt 1644353
;
King & Spalding
As referenced in this Securities Purchase Agreement:
King & Spalding – received the favorable opinions, dated as of Closing Time,
of (1) Miller & Martin PLLC, counsel for the Company, to the effect set forth in
Exhibit A-1 hereto and (2) King & Spalding LLP, special counsel for the Company,
to the effect set forth in Exhibit A-2 hereto. Such counsel may also state that,
insofar as such opinion involves factual matters, they
_____________
dt 1647604
|
Preview
Full Doc
| 2006 |
Securities Purchase Agreement
Securities Purchase Agreement (98K)
Doc #2643892: Click preview link for longer preview.
CHATTEM, INC.
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
Chattem, Inc.
-------------
(a Tennessee corporation)
. . .
2643892
|
Chattem
As referenced in this Securities Purchase Agreement:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}3
{FILENAME}a5280555ex10_2.txt
{DESCRIPTION}EXHIBIT 10.2
{TEXT}
EXHIBIT 10.2
------------
================================================================================
CHATTEM, INC .
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc.
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes
_____________
Chattem, Inc – FILENAME}a5280555ex10_2.txt
{DESCRIPTION}EXHIBIT 10.2
{TEXT}
EXHIBIT 10.2
------------
================================================================================
CHATTEM, INC.
-------------
(a Tennessee corporation)
2% Convertible Senior Notes due 2013
SECURITIES PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc .
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes due 2013
------------------------------------
SECURITIES PURCHASE AGREEMENT
-----------------------------
November 16, 2006
Ladies and Gentlemen:
Chattem, Inc., a Tennessee corporation (the "Company"), and
_____________
Chattem, Inc – PURCHASE AGREEMENT
Dated: November 16, 2006
================================================================================
{PAGE}
Chattem, Inc.
-------------
(a Tennessee corporation)
-------------------------
$125,000,000
------------
2% Convertible Senior Notes due 2013
------------------------------------
SECURITIES PURCHASE AGREEMENT
-----------------------------
November 16, 2006
Ladies and Gentlemen:
Chattem, Inc ., a Tennessee corporation (the "Company"), and the several
purchasers named on the signature pages hereto (each a "Purchaser" and together
the "Purchasers") agree that each Purchaser will purchase from
_____________
Chattem, Inc – Bank, N.A.
Bank ABA: 091000022
BNF Acct.: USBANK CT SOUTHEAST WIRE CLRG
BNF A/C: 173103781824
OBI Acct.: A/C 107192000
Ref Acct. Name: Chattem Conv Notes Escrow
Re: Chattem, Inc . {Exact Name of Account to
be Credited with Securities}
Attn: Jaci L. Kitch
Tel. No.: (615) 251-0718
13
{PAGE}
Such funds shall be held in escrow until the
_____________
Chattem,
Inc – Notices to the Purchasers
shall be directed to Sidley Austin LLP, attention of Robert Mandell (Facsimile:
(212) 839-5599); and notices to the Company shall be directed to it at Chattem,
Inc ., 1715 West 38th Street, Chattanooga, TN 37409, attention of Theodore K.
Whitfield, Jr., General Counsel and Secretary (Facsimile: (423) 821-0395), with
a copy to Miller & Martin, LLP, Suite
_____________
dt 1664051
;
J&J
As referenced in this Securities Purchase Agreement:
Johnson & Johnson – file prior to the closing of the
transactions contemplated hereby, historical and pro forma
financial statements relating to the proposed acquisition of the
U.S. rights to five brands from Johnson & Johnson and the consumer
health care business of Pfizer with the Securities and Exchange
Commission, and in connection with the purchase of the Securities
the Purchasers will not have access to
_____________
Johnson & Johnson – respect to the Securities, the Company and developments relating
to the Company, including non-public information relating to the
proposed acquisition of the U.S. rights to five brands from
Johnson & Johnson and the consumer healthcare business of Pfizer,
that the Company has agreed to make available to or discuss with
the Purchaser upon execution by such Purchaser of a
confidentiality agreement,
_____________
dt 1676445
;
|
U.S. Bank, NA
As referenced in this Securities Purchase Agreement:
U.S. Bank, Na – Purchaser's signature page attached hereto. The Securities are to be issued
pursuant to an indenture to be dated as of November 22, 2006 (the "Indenture")
between the Company and U.S. Bank, Na tional Association, as trustee (the
"Trustee"). The Securities will be delivered through book entry facilities of
The Depository Trust Company ("DTC"), to an account specified by each Purchaser
on its
_____________
U.S. Bank, Na – Securities will be delivered through book entry facilities of
The Depository Trust Company ("DTC"), to an account specified by each Purchaser
on its signature page and will be released by U.S. Bank, Na tional Association
(the "Escrow Agent") to such Purchaser at the Closing (as defined in Section
2(b)).
The Securities are convertible, subject to certain conditions as
described in the Final
_____________
dt 1644356
;
King & Spalding
As referenced in this Securities Purchase Agreement:
King & Spalding – received the favorable opinions, dated as of Closing Time,
of (1) Miller & Martin PLLC, counsel for the Company, to the effect set forth in
Exhibit A-1 hereto and (2) King & Spalding LLP, special counsel for the Company,
to the effect set forth in Exhibit A-2 hereto. Such counsel may also state that,
insofar as such opinion involves factual matters, they
_____________
dt 1647605
|
Preview
Full Doc
| 2004 |
Settlement Agreement
Settlement Agreement (16K)
Doc #297013: Click preview link for longer preview.
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") made on this 26th
day of April, 2004, by and between Chattem, Inc. ("Chattem") and its directors,
officers, shareholders, agents and employees and assigns and persons and
entities acting through or under any of them, and any and all persons or
entities named as insureds or alleged to be an insured, and General Star
Indemnity Company and its directors, officers, shareholders, agents and
employees and persons and entities acting through or under any of them ("General
Star") (General Star and Chattem are hereinafter sometimes referred to
collectively as the "Parties");
WHEREAS, General Star issued liability insurance policy No. IUG-358416B
to Chattem (the "Policy"); and
WHEREAS, Chattem has asserted that General Star is responsible to pay
and indemnify Chattem pursuant to the Policy (the "Coverage Claim") for certain
claims in which third-parties assert that they have suffered injury as a result
of their ingestion of Chattem's Dexatrim product ("Dexatrim Claims"); and
WHEREAS, there is a dispute between Chattem and General Star with
respect to the obligations of General Star under the Policy, if any, to defend
and indemnify Chattem with respect to the Dexatrim Claims; and
WHEREAS, the Coverage Claim was made the subject of litigation
involving Chattem and General Star in an action entitled Kemper Indemnity
Insurance Company v. Chattem, Inc., et al., pending in the United States
District Court, Eastern District of Tennessee at Chattanooga, No. 1:03-CV264
(hereinafter "Coverage Litigation"); and
WHEREAS, other insurers named as parties in the Coverage Litigation.
have asserted or may assert claims for contribution and/or related relief among
themselves and against General Star with respect to the Dexatrim Claims; and
WHEREAS, the Parties believe that it is in their mutual interest to
reach an amicable resolution with respect to all c1aims, including but not
limited to the Coverage Claim and claims related to Dexatrim and the issues
raised in the Coverage Litigation, without admission or adjudication of any
issue of fact or law, and to resolve all past, present or future disputes
relating to the obligations of Genera1 Star to Chattem under the Policy;
NOW, THEREFORE. in consideration of the mutual promises contained
herein and other good and valuable consideration Chattem and General Star hereby
agree as follows:
1. In full and final settlement of the Coverage Claim that Chattem has or
may have, now or in the future, as well as all claims known or
unknown, against General Star under the Policy, General Star will pay,
on behalf of Chattem, twenty-two million, five hundred thousand
dollars ($22,500,000), which payment is intended to, and shall,
exhaust completely the Policy Aggregate limit of Insurance. Said
payment shall be made as requited to fund the CLASS ACTION SETTLEMENT
AGREEMENT between Chattem, Inc., and Class Counsel On Behalf Of Class
Representatives In Re Phenylpropanolamine (PPA) Products Liability
Litigation, Case No. 2:01-md-1407 (MDL No. 1407), dated as of April
13, 2004, and attached hereto as Exhibit A (the "Class Settlement").
2. The payment described in Paragraph 1 shall be made by wire transfer on
or before noon on May 3, 2004, provided that Preliminary Approval, as
defined in the Class Settlement, has been obtained by Chattem.
3. The payment described in Paragraph 1 shall be made into the Initial
Settlement Trust (the "Trust') created pursuant to the April 13, 2004
Order Directing Chattem To Fund An Initial Settlement Trust issued by
the Honorable Barbara Jacobs Rothstein, as described more ful1y
{PAGE}
in the INITIAL SETTLEMENT TRUST AGREEMENT Among Chattem. Inc., As
Settlor and AMSOUTH BANK, As Trustee, dated April 12, 2004, and
attached hereto as Exhibit B (the "Trust Agreement").
3A. In the event that Chattem shall exercise its option to terminate and
withdraw from the Class Settlement, as set forth at Section 8.1 of the
Class Settlement, it shall provide notice of such exercise to General
Star within five business days from such exercise, and in no event
later than November 15, 2004. In the event of such termination and
withdrawal, Chattem shall not take any action inconsistent with the
treatment of the Trust as a "Qualified Settlement Fund" within the
meaning of Section 468B of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulation promulgated thereunder. Chattem
shall provide to General Star, on or prior to December 1, 2004,
written confirmation of the satisfaction of the provisions of this
Paragraph 3A, or in the alternative. confirmation that Chattem has not
exercised its right to terminate and withdraw from the Class
Settlement, and is no longer entitled to do so under Section 8.1
thereof, such time having expired.
4. Regardless of whether Chattem exercises its right to terminate and
withdraw from the Class Settlement pursuant to Section 8.1 thereof, it
297013
|
Chattem
As referenced in this Settlement Agreement:
Chattem, Inc – TEXT}
EXHIBIT 10.5
------------
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") made on this 26th
day of April, 2004, by and between Chattem, Inc . ("Chattem") and its directors,
officers, shareholders, agents and employees and assigns and persons and
entities acting through or under any of them,
_____________
Chattem, Inc – the Coverage Claim was made the subject of litigation
involving Chattem and General Star in an action entitled Kemper Indemnity
Insurance Company v. Chattem, Inc ., et al., pending in the United States
District Court, Eastern District of Tennessee at Chattanooga, No. 1:03-CV264
(hereinafter "Coverage Litigation");
_____________
Chattem, Inc – exhaust completely the Policy Aggregate limit of Insurance. Said
payment shall be made as requited to fund the CLASS ACTION SETTLEMENT
AGREEMENT between Chattem, Inc ., and Class Counsel On Behalf Of Class
Representatives In Re Phenylpropanolamine (PPA) Products Liability
Litigation, Case No. 2:01-md-1407 (MDL
_____________
Chattem. Inc – An Initial Settlement Trust issued by
the Honorable Barbara Jacobs Rothstein, as described more ful1y
{PAGE}
in the INITIAL SETTLEMENT TRUST AGREEMENT Among Chattem. Inc ., As
Settlor and AMSOUTH BANK, As Trustee, dated April 12, 2004, and
attached hereto as Exhibit B (the "Trust Agreement").
3A. In
_____________
CHATTEM, INC – original and General Star to retain one (1)
original.
IN WITNESS WHEREOF, the parties, by their duly authorized
representatives, affix their signatures hereto
CHATTEM, INC ORPORATED
By:__________________________________
Its:_________________________________
GENERAL STAR INDEMNITY COMPANY
By:__________________________________
Its:_________________________________
4
{/TEXT}
{/DOCUMENT}
_____________
dt 261555
;
AmSouth Bank
As referenced in this Settlement Agreement:
AMSOUTH BANK, – by
the Honorable Barbara Jacobs Rothstein, as described more ful1y
{PAGE}
in the INITIAL SETTLEMENT TRUST AGREEMENT Among Chattem. Inc., As
Settlor and AMSOUTH BANK, As Trustee, dated April 12, 2004, and
attached hereto as Exhibit B (the "Trust Agreement").
3A. In the event that Chattem shall
_____________
dt 251885
;
|
McCarter
As referenced in this Settlement Agreement:
McCarter & English
– Suite 1000 Volunteer Building
832 Georgia Avenue
Chattanooga, TN 37402-2289
Attention: Roger Dickson, Esq.
C. Crews Townsend, Esq.
Facsimile (423) 785-8480
McCarter & English
Four Gateway Center
100 Mulberry Street
P.O. Box 652
Newark, NJ 07101-0652
Attention: Andrew Berry, Esq.
Facsimile (973) 624-7070
_____________
dt 253044
|
Preview
Full Doc
| 2004 |
Settlement Agreement
Settlement Agreement (16K)
Doc #297015: Click preview link for longer preview.
SETTLEMENT AGREEMENT
THIS AGREEMENT ("Agreement") made on this 30th day of December, 2003
by and between Chattem, Inc. ("Chattem") and its directors, officers,
shareholders, agents, employees, assigns and persons and entities acting
through, under or on behalf of any of them and any and all persons or entities
named as insureds or alleged to be an insured, and Admiral Insurance Company
("Admiral") and its directors, officers, shareholders, agents and employees and
persons and entities acting through, under or on behalf of any of them.
WHEREAS, Admiral issued Commercial Liability Policy No. A98AG05748
("1998 Policy") and Commercial Liability Policy No. A99AG07865 (the "1999
Policy"), including the Supplemental Extended Reporting Period pertaining to the
1999 Policy (the 1998 Policy, 1999 Policy and the Supplemental Extended
Reporting Period collectively are referred to as the "Policies"); and
WHEREAS,Chattem has asserted that Admiral is responsible to pay and
indemnify Chattem (the "Coverage Claim") pursuant to the Policies for certain
claims in which third-parties assert that they have suffered injury as a result
of their ingestion of Chattem's Dexatrim product ("Dexatrim Claims"); and
WHEREAS, there is a dispute between Chattem and Admiral with respect
to the nature and extent of the obligations of Admiral under the Policies to
defend and indemnify Chattem with respect to the Dexatrim Claims; and
WHERE AS, the Coverage Claim is a subject of pending litigation
involving Chattem and Admiral in an action entitled Kemper Indemnity Ins. Co. V.
Chattem, Inc., et al., United States District Court, Eastern District at
Tennessee at Chattanooga, TN No. 1:03-CV264 (hereinafter "Pending Litigation");
and
WHEREAS, other insurers of Chattem are parties in the Pending
Litigation and have asserted or may assert claims sounding in tort,
contribution, indemnity and/or equitable subrogation among themselves and
against Admiral with respect to the Dexatirm Claims; and
WHEREAS, the parties believe that it is in their mutual interest to
reach an amicable resolution with respect to all doubtful and disputed claims
for which there are bonafide issues in controversy, including but not limited to
the Coverage Claim and claims related to Dexatrim and the issues raised in the
Pending Litigation, without admission or adjudication of any issue of fact or
law, and to resolve all past, present or future disputes relating to any of the
obligations of Admiral to Chattem under the Policies.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, Chattem and Admiral hereby
agree as follows:
{PAGE}
1. In full and final settlement of the Coverage Claim, Admiral will pay
Chattem $2,085,000.00 which is intended to represent (i) the total
available settlement funds for the Supplemental Extended Reporting
Period referred to above ($885,000.00) as well as (ii) the total
reserves established and maintained by Admiral in connection with the
Policies referenced above ($1,200,000.00) for the settlement and
resolution of individual claims asserted against Chattem in the
underlying tort litigation, which may include the payment of any and
all reasonable costs of defense which may be incurred by Chattem from
December 6, 2003 forward. In no event, however, shall Admiral be
liable for the payment of any attorneys fees or costs after December
5, 2003. Such payment shall be made by wire transfer of five business
days' notice from Chattem as required to fund the global settlement
and/or individual settlements of the Dexatrim claims against Chattem.
The payment shall be paid to Chattem no later than December 31, 2003
and shall be paid into dedicated accounts as follows, which are
designated for the settlement of individual claims or for funding of
the global settlement: i) $1,200,000.00 to Account #0034195173:
Admiral Insurance Settlement Account for Chattem Inc's PPA, Product
Liability Cases, Claims Reported Prior to 5/31/01; and ii) $885,000.00
to Account #0034195181: Admiral Insurance settlement Account for
Chattem, Inc's PPA Liablility Cases, Claims Reported After 5/31/01.
2. Chattem does hereby forever fully and completely covenant not to sue
for, and fully and completely releases Admiral from any and all claims
and /or liability under the Policies for any and all claims, demands,
rights, causes of action or liabilities under the Policies for any and
all claims, demands, rights, causes of action or liabilities arising
out of any past, present or future claim which it has or may have, now
or in the future, known or unknown, for damages and costs of any kind,
including punitive or other legal, statutory, common law,
extra-contractual, and/or equitable relief, or for costs and expenses
arising from or related to any and all claims whether past, present or
future and which directly or indirectly relate to the Policies,
including any and all claims of Chattem for reimbursement under the
Policies and/or for a defense and/or the payment of reasonable
attorneys fees and defense costs under the Policies or in anyway
related to the handling of and/or negotiation of Chattem's claim
against Admiral.
297015
|
Chattem
As referenced in this Settlement Agreement:
Chattem, Inc – DESCRIPTION}SETTLEMENT AGREEMENT
{TEXT}
EXHIBIT 10.7
------------
SETTLEMENT AGREEMENT
THIS AGREEMENT ("Agreement") made on this 30th day of December, 2003
by and between Chattem, Inc . ("Chattem") and its directors, officers,
shareholders, agents, employees, assigns and persons and entities acting
through, under or on behalf of any of
_____________
Chattem, Inc – AS, the Coverage Claim is a subject of pending litigation
involving Chattem and Admiral in an action entitled Kemper Indemnity Ins. Co. V.
Chattem, Inc ., et al., United States District Court, Eastern District at
Tennessee at Chattanooga, TN No. 1:03-CV264 (hereinafter "Pending Litigation");
and
WHEREAS,
_____________
Chattem Inc – of individual claims or for funding of
the global settlement: i) $1,200,000.00 to Account #0034195173:
Admiral Insurance Settlement Account for Chattem Inc 's PPA, Product
Liability Cases, Claims Reported Prior to 5/31/01; and ii) $885,000.00
to Account #0034195181: Admiral Insurance
_____________
Chattem, Inc – Product
Liability Cases, Claims Reported Prior to 5/31/01; and ii) $885,000.00
to Account #0034195181: Admiral Insurance settlement Account for
Chattem, Inc 's PPA Liablility Cases, Claims Reported After 5/31/01.
2. Chattem does hereby forever fully and completely covenant not to sue
_____________
.Chattem, Inc – behalf only or may in the future incur on its behalf
only, in connection with the litigation captioned Kemper Indemnity
Ins. Co. v.Chattem, Inc ., et al/., Docket No. 1:03-CV-264 (E.D. Tenn),
Including the claims potentially to be asserted by Interstate Fire &
Casualty
_____________
dt 261546
| |
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Full Doc
| 2005 |
Settlement Agreement
Settlement Agreement (43K)
Doc #1199288: Click preview link for longer preview.
This SETTLEMENT AGREEMENT, dated as of the Execution Date(1) ("Agreement")
is entered into by and between CHATTEM, INC., a Tennessee corporation
("Chattem"), and THE DELACO COMPANY, a Delaware corporation and Chapter 11
debtor-in-possession, and successor by merger to Thompson Medical Company, Inc.
RECITALS
WHEREAS, on December 21, 1998 (the "Sale Date"), Chattem purchased the
Dexatrim(R) products line from Thompson Medical Company, Inc., the predecessor
to Delaco ("Thompson") pursuant to the Purchase and . . .
1199288
|
Chattem
As referenced in this Settlement Agreement:
CHATTEM, INC – FILENAME>ex10-6_13653.txt
SETTLEMENT AGREEMENT
EXHIBIT 10.6
------------
SETTLEMENT AGREEMENT
--------------------
This SETTLEMENT AGREEMENT, dated as of the Execution Date(1) ("Agreement")
is entered into by and between CHATTEM, INC ., a Tennessee corporation
("Chattem"), and THE DELACO COMPANY, a Delaware corporation and Chapter 11
debtor-in-possession, and successor by merger to Thompson Medical Company, Inc.
RECITALS
WHEREAS, on
_____________
Chattem, Inc – Southern District of New York.
f) "Bankruptcy Court Approval" shall mean the Bankruptcy Court's
approval of this Agreement, evidenced by order entered on its docket.
g) "Chattem" shall mean Chattem, Inc ., a Tennessee corporation.
h) "Chattem Bankruptcy Claim" shall mean the proof of claim filed by
Chattem and SIMC in the Bankruptcy Case, designated as Claim No. 626, as it
_____________
CHATTEM, INC – to be one and the same instrument.
14
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the
dates set forth opposite the respective signatures below.
CHATTEM, INC .
Dated: June 30, 2005 By: /s/ A. Alexander Taylor II
--------------- -------------------------------
A. Alexander Taylor II
President & Chief Operating Officer
THE DELACO COMPANY
Dated: July 5, 2005 By: /s/ James M.
_____________
dt 1415687
;
Morgan Lewis
As referenced in this Settlement Agreement:
Morgan, Lewis & Bockius – Martin PLLC
Suite 1000 Volunteer Building
832 Georgia Avenue
Chattanooga, TN 37402-2289
Attention: Roger Dickson, Esq.
C. Crews Townsend, Esq.
Shelley D. Rucker, Esq.
Facsimile: (423) 785-8480
-and-
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178-0060
Attention: Richard S. Toder, Esq.
William H. Schrag, Esq.
Facsimile: (212) 309-6001
If to Delaco:
James M. Lukenda
_____________
dt 1373088
;
|
Skadden
As referenced in this Settlement Agreement:
Skadden, Arps – 212) 309-6001
If to Delaco:
James M. Lukenda
The Delaco Company
1301 Avenue of the Americas
6th Floor
New York, NY 10019
Facsimile: (212) 785-1313
-and-
13
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attention: D.J. Baker, Esq.
Alexandra Margolis, Esq.
Jeffrey S. Lichtman, Esq.
Facsimile: (212) 735-2000
-
_____________
Skadden, Arps – Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attention: D.J. Baker, Esq.
Alexandra Margolis, Esq.
Jeffrey S. Lichtman, Esq.
Facsimile: (212) 735-2000
-and-
Skadden, Arps , Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
Attention: Mark S. Chehi, Esq.
Facsimile: (302) 651-3001
Any notice to the Trust, made from and after the
_____________
dt 1431684
|
Preview
Full Doc
| 2001 |
Severance Agreement [Amended and Restated]
Severance Agreement [Amended and Restated] (15K)
Doc #297092: Click preview link for longer preview.
AMENDED AND RESTATED SEVERANCE AGREEMENT
This Agreement is made and entered into as of the 1st of
August, 2000, by and between CHATTEM, INC., a Tennessee corporation (the
"Company") and ____________ (the "Executive").
WITNESSETH
WHEREAS, the Company is desirous of assuring itself of
continuity of management through the hiring and retention of certain key
executives, and to foster their unbiased and analytical assessment of any offer
to acquire control of the Company;
WHEREAS, the Company believes it is in the best interests of
the Company and its stockholders to provide the Executive with adequate
financial security and sufficient encouragement to the Executive to remain with
the Company notwithstanding the possibility of a change of control of the
Company;
WHEREAS, the Company and the Executive have previously entered
that certain Non-Competition and Severance Agreement dated November 6, 1985, as
amended May 31, 1995, which provides certain benefits in the event of a change
in control of the Company, which the Company desires to amend and restate in the
form hereinafter set forth; and
WHEREAS, the Executive is willing to continue to provide
services for the long-term benefit of the Company and its shareholders in
exchange for the specified severance benefits provided hereunder.
NOW, THEREFORE, the Company and the Executive do hereby agree
as follows:
1. TERM. The term of this Agreement shall commence
as of the day and year first above written and continue
indefinitely thereafter for a period ending three (3)
years after the termination of the Executive's
employment with the Company.
2. SEVERANCE BENEFITS. If the Company Discharges or
Constructively Discharges the Executive during the term
of this Agreement within twenty-four (24) months after
the occurrence of a Change in Control, he shall receive
a Severance Benefit. In addition, after a Change in
Control, the Executive shall be entitled to resign his
{PAGE}
position with the Company and elect to receive the
Severance Benefit (the "Election") at any time during
the period commencing one-hundred and eighty (180) days
after the Change in Control and ending two-hundred and
forty (240) days after the Change in Control
notwithstanding that the fact that no Discharge or
Constructive Discharge has occurred. These terms are
hereby defined as follows: 1.
A. "Change in Control":
(i) Change of one-third (1/3) or more of any
directors of the Company within any twelve (12) month
period; or
(ii) Change of one-half (1/2) or more of the
directors of the Company within any twenty-four (24)
month period; or
(iii) Acquisition by any person of the
ownership or right to vote of thirty-five (35%)
percent or more of the Company's outstanding voting
297092
|
Chattem
As referenced in this Severance Agreement [Amended and Restated]:
CHATTEM, INC – 2
AMENDED AND RESTATED SEVERANCE AGREEMENT
This Agreement is made and entered into as of the 1st of
August, 2000, by and between CHATTEM, INC ., a Tennessee corporation (the
"Company") and ____________ (the "Executive").
WITNESSETH
WHEREAS, the Company is desirous of assuring itself of
continuity of management
_____________
CHATTEM, INC – its
corporate seal to be hereunto affixed and attested by its Secretary, all as of
the day and year first above written.
-------------------------------------
[Executive]
CHATTEM, INC .
By:
----------------------------------
Title:
----------------------------
ATTEST:
----------------------------
Secretary
(SEAL)
{/TEXT}
{/DOCUMENT}
_____________
dt 261627
| |
| Full Doc
| 2003 | |
Chattem
As referenced in this Statement Regarding Computation of per Share Earnings:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-11
{SEQUENCE}3
{FILENAME}exh-11_11858.txt
{DESCRIPTION}COMPUTATION OF PER SHARE EARNINGS
{TEXT}
EXHIBIT 11
----------
CHATTEM, INC . AND SUBSIDIARIES
------------------------------
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
-----------------------------------------------------
(In thousands, except per share amounts)
FOR THE THREE MONTHS ENDED
FEBRUARY 28,
------------------------
_____________
dt 261588
| |
| Full Doc
| 2001 | |
Chattem
As referenced in this Statement Regarding Computation of per Share Earnings:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-11
{SEQUENCE}3
{FILENAME}exh11_10852.txt
{DESCRIPTION}STATEMENT - COMPUTATION OF PER SHARE EARNINGS
{TEXT}
EXHIBIT 11
----------
CHATTEM, INC . AND SUBSIDIARIES
------------------------------
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
-----------------------------------------------------
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
{TABLE}{CAPTION}
FOR THE THREE
_____________
dt 261619
| |
| Full Doc
| 2001 | |
Chattem
As referenced in this Statement Regarding Computation of per Share Earnings:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-11
{SEQUENCE}2
{FILENAME}ex11_10749.txt
{DESCRIPTION}COMPUTATION OF PER SHARE EARNINGS
{TEXT}
EXHIBIT 11
----------
CHATTEM, INC . AND SUBSIDIARIES
------------------------------
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
-----------------------------------------------------
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
{TABLE}
{CAPTION}
FOR THE THREE
_____________
dt 261620
| |
| Full Doc
| 2000 | |
Chattem
As referenced in this Statement Regarding Computation of per Share Earnings:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-11
{SEQUENCE}2
{FILENAME}ex-11.txt
{DESCRIPTION}EXHIBIT 11
{TEXT}
{PAGE}
EXHIBIT 11
CHATTEM, INC . AND SUBSIDIARIES
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
(Unaudited and in thousands, except per share amounts)
{TABLE}
{CAPTION}
FOR THE THREE
_____________
dt 261637
| |
Preview
Full Doc
| 2004 |
Stock Incentive Plan
Stock Incentive Plan (26K)
Doc #297034: Click preview link for longer preview.
CHATTEM, INC.
STOCK INCENTIVE PLAN?2003
1.
PURPOSE
The Chattem, Inc. Stock Incentive Plan?2003 (the ?2003 Plan?) is designed to enable officers and key management employees of Chattem, Inc. (the ?Company?) and its Subsidiaries to continue to acquire shares of the Company?s common stock and thus to share in the future success of the Company?s business. The 2003 Plan is also intended to provide the Board of Directors the added flexibility to customize other forms of equity based compensation for management if necessary based upon changing market and . . .
297034
|
Chattem
As referenced in this Stock Incentive Plan:
CHATTEM, INC –
Stock Incentive Plan
EX-10.16 3 dex1016.htm STOCK INCENTIVE PLAN
EXHIBIT 10.16
CHATTEM, INC .
STOCK INCENTIVE PLAN2003
1.
PURPOSE
The Chattem, Inc. Stock Incentive Plan2003 (the 2003 Plan) is designed to enable officers and key management
_____________
Chattem, Inc – Stock Incentive Plan
EX-10.16 3 dex1016.htm STOCK INCENTIVE PLAN
EXHIBIT 10.16
CHATTEM, INC.
STOCK INCENTIVE PLAN2003
1.
PURPOSE
The Chattem, Inc . Stock Incentive Plan2003 (the 2003 Plan) is designed to enable officers and key management employees of Chattem, Inc. (the Company) and its
_____________
Chattem, Inc – INCENTIVE PLAN2003
1.
PURPOSE
The Chattem, Inc. Stock Incentive Plan2003 (the 2003 Plan) is designed to enable officers and key management employees of Chattem, Inc . (the Company) and its Subsidiaries to continue to acquire shares of the Companys common stock and thus to share in the future
_____________
Chattem, Inc – Board of Directors terminates the existence of the Compensation Committee, then Committee shall refer to the Board as a whole.
(f)
Company means Chattem, Inc ., a corporation incorporated under the laws of the State of Tennessee, and its successors.
(g)
Disability means a disability that entitles the
_____________
dt 261575
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| Full Doc
| 2004 |
Subsidiaries of the Company
Subsidiaries of the Company (1K)
Doc #297028: This document is immediately available for purchase, but does not have a preview available for viewing.
297028
|
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC –
Subsidiaries of the Company
EX-21 12 dex21.htm SUBSIDIARIES OF THE COMPANY
EXHIBIT 21.1
CHATTEM, INC . AND SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY
STATE OR COUNTRY OF INCORPORATION
Chattem (U.K.) Limited
England
HBA Indemnity Insurance,
_____________
dt 261569
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Preview
Full Doc
| 2004 | |
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC –
Subsidiaries
EX-21 6 dex21.htm SUBSIDIARIES
EXHIBIT 21
CHATTEM, INC . AND SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY
STATE OR COUNTRY OF INCORPORATION
Chattem (U.K.) Limited
England
HBA Indemnity Insurance,
_____________
dt 261578
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| Full Doc
| 2003 |
Subsidiaries of the Company
Subsidiaries of the Company (1K)
Doc #297052: This document is immediately available for purchase, but does not have a preview available for viewing.
297052
|
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-21
{SEQUENCE}6
{FILENAME}exh-21_11780.txt
{DESCRIPTION}SUBSIDIARIES OF THE COMPANY
{TEXT}
EXHIBIT 21
----------
CHATTEM, INC . AND SUBSIDIARIES
------------------------------
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY STATE OR COUNTRY OF INCORPORATION
------------------ ---------------------------------
Chattem (Canada) Inc. Canada
Chattem (U.K.) Limited
_____________
dt 261592
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| Full Doc
| 2003 |
Subsidiaries of the Company
Subsidiaries of the Company (1K)
Doc #297058: This document is immediately available for purchase, but does not have a preview available for viewing.
297058
|
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-21
{SEQUENCE}6
{FILENAME}exh-21_11769.txt
{DESCRIPTION}SUBSIDIARIES OF THE COMPANY
{TEXT}
EXHIBIT 21
----------
CHATTEM, INC . AND SUBSIDIARIES
------------------------------
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY STATE OR COUNTRY OF INCORPORATION
------------------ ---------------------------------
Chattem (Canada) Inc. Canada
Chattem (U.K.) Limited
_____________
dt 261598
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| Full Doc
| 2002 |
Subsidiaries of the Company
Subsidiaries of the Company (1K)
Doc #297079: This document is immediately available for purchase, but does not have a preview available for viewing.
297079
|
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-21
{SEQUENCE}7
{FILENAME}exhibit21_11071.txt
{DESCRIPTION}SUBSIDIARIES OF THE COMPANY
{TEXT}
EXHIBIT 21
----------
CHATTEM, INC . AND SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY STATE OR COUNTRY OF INCORPORATION
------------------ ---------------------------------
Chattem (Canada) Inc. Canada
Chattem (U.K.) Limited
_____________
dt 261615
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Preview
Full Doc
| 2001 | |
Chattem
As referenced in this Subsidiaries of the Company:
CHATTEM, INC – {DOCUMENT}
{TYPE}EX-21
{SEQUENCE}11
{FILENAME}a2039699zex-21.txt
{DESCRIPTION}EXH 21
{TEXT}
{PAGE}
EXHIBIT 21
CHATTEM, INC . AND SUBSIDIARIES
SUBSIDIARIES OF THE COMPANY
NAME OF SUBSIDIARY STATE OR COUNTRY OF INCORPORATION
------------------ ---------------------------------
Chattem (Canada) Inc. Canada
Chattem (U.K.) Limited
_____________
dt 261631
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