EXHIBIT 10.1
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NEW COMMITMENT AGREEMENT
Reference is made to the Credit Agreement dated as of February 26, 2004
(as amended, modified, extended or restated from time to time, the "Credit
Agreement") among Chattem, Inc., a Tennessee corporation (the "Borrower"), the
Guarantors, the Lenders party thereto and Bank of America, N.A., in its capacity
as administrative agent (in such capacity, the "Agent") for the lenders from
time to time party to the Credit Agreement. All of the defined terms in the
Credit Agreement are incorporated herein by reference.
1. Effective as of the Effective Date set forth below, each of the
undersigned Lenders hereby confirms its Revolving Commitment, in an aggregate
principal amount of up to the amount set forth below for each such Lender, to
(a) make Revolving Loans in accordance with the provisions of Section 2.1 of the
Credit Agreement and (b) make LOC Advances to reimburse the Issuing Lender in
accordance with the provisions of Section 2.2 of the Credit Agreement. Each of
the undersigned Lenders hereby acknowledges, agrees and confirms that, by its
execution of this new commitment agreement (the "New Commitment Agreement"),
such Lender will, as of the Effective Date, be a party to the Credit Agreement
and be bound by the provisions of the Credit Agreement, have a Revolving
Commitment equal to the Revolving Commitment indicated for each such Lender
below and, to the extent of its Revolving Commitment, have the rights and
obligations of a Lender thereunder.
2. This New Commitment Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.
3. Effective as of the Effective Date, the cover page of the Credit
Agreement shall be amended to reference SunTrust Bank, as Syndication Agent and
National City Bank, as Documentation Agent.
Lender Amount of Revolving Commitment
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SunTrust Bank $10,000,000
National City Bank $10,000,000
Branch Banking & Trust Company $ 5,000,000
Effective Date March 9, 2004
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
The terms set forth above are hereby agreed to:
SUNTRUST BANK BRANCH BANKING & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ A. Bass
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ A. Bass
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Title: Associate Title: Senior Vice President
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NATIONAL CITY BANK
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: SVP
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CONSENTED TO AND AGREED: CHATTEM, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Assistant Vice President Title: VP & CFO
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