New Commitment Agreement to Credit Agreement among Chattem, Inc. and Lenders (SunTrust Bank, National City Bank, Branch Banking & Trust Company)

Summary

This agreement, effective March 9, 2004, is between Chattem, Inc. and three banks—SunTrust Bank, National City Bank, and Branch Banking & Trust Company. It confirms each bank's commitment to provide revolving credit to Chattem, Inc. under the terms of an existing Credit Agreement. The banks agree to specific loan amounts and become bound by the Credit Agreement's terms. The agreement also updates the Credit Agreement to reflect new agent roles for SunTrust Bank and National City Bank. The agreement is governed by Tennessee law.

EX-10.1 2 exhibit10-1_12767.txt NEW COMMITMENT AGREEMENT EXHIBIT 10.1 ------------ 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 - ------ ------------------------------ 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/ Carlos M. Murgas By: /s/ Roberts A. Bass ------------------------- --------------------------- Name: Carlos M. Murgas Name: Roberts A. Bass ----------------------- ------------------------- Title: Associate Title: Senior Vice President --------------------- ------------------------ NATIONAL CITY BANK By:/s/ Kevin L. Anderson ------------------------- Name: Kevin L. Anderson ----------------------- Title: SVP --------------------- CONSENTED TO AND AGREED: CHATTEM, INC. By: /s/ Laura B. Schmuck By: /s/ Richard D. Moss ------------------------- --------------------------- Name: Laura B. Schmuck Name: Richard D. Moss ----------------------- ------------------------- Title: Assistant Vice President Title: VP & CFO ------------------------ ------------------------