"COMPANY") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY) (THE "RESALE RESTRICTION TERMINATION DATE")
ONLY (A) TO THE
1 This paragraph should be included only if the Security is a Global Security.
2 This paragraph should be included only if the Security is a Restricted
Security.
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COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.3
3 This paragraph should be included only if the Security is a Restricted
Security.
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CHATTEM, INC.
2.00% Convertible Senior Notes due 2013
No. [ ]
CUSIP: 162456AN7
Chattem, Inc., a Tennessee corporation, promises to pay to Cede & Co. or
registered assigns the principal amount of one hundred million dollars
($125,000,000) on November 15, 2013.
This Security shall bear interest as specified on the other side of this
Security. This Security is convertible as specified on the other side of this
Security.
Additional provisions of this Security are set forth on the other side of this
Security.
Dated: November 22, 2006
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
CHATTEM, INC.
By:
Name:
Title
Dated: November 22, 2006
Trustee's Certificate of Authentication: This is one of the Securities referred
to in the within-mentioned Indenture.
U.S. BANK, NATIONAL ASSOCIATION
as Trustee
By:
Authorized Signatory
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[FORM OF REVERSE SIDE OF SECURITY]
CHATTEM, INC.
2.00% CONVERTIBLE SENIOR NOTES DUE 2013
1.
INTEREST
Chattem, Inc., a Tennessee corporation (the "Company", which term shall include
any successor corporation under the Indenture hereinafter referred to), promises
to pay interest on the principal amount of this Security at the rate of 2.00%
per annum. The Company shall pay interest semiannually on November 15 and May 15
of each year (each, an "Interest Payment Date"), commencing May 15, 2007. Each
payment of interest will include interest accrued