Exhibit 4.1B
SECOND AMENDMENT TO AND SUPPLEMENTAL INDENTURE
THIS SECOND AMENDMENT TO AND SUPPLEMENTAL INDENTURE ("Second
Amendment") is made this 19th day of March, 1998, by and among Chattem, Inc., a
Tennessee corporation (the "Company"), Signal Investment & Management Co., a
Delaware corporation (the "Guarantor") and SouthTrust Bank, National
Association, a national banking association (the "Trustee"), under the
following circumstances:
A. The Company has issued its Series B Senior Subordinated
Notes due 2004 in the original aggregate principal amount of $75,000,000
(herein the "Notes").
B. The Notes are secured by the Indenture dated August 3,
1994 among the Company, the Guarantor and the Trustee ("Indenture").
C. The Company and the Guarantor, having received the written
approval of the holders of at least a majority in interest in principal amount
of the Notes pursuant to Section 9.02 of the Indenture, and the Trustee desire
to amend the Indenture as provided hereinafter.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained in this Second Amendment, the parties
agree:
1. The second paragraph of Section 4.09 of the Indenture
shall be deleted in its entirety and in lieu thereof shall be inserted the
following:
The foregoing limitations will not apply to (a) the
incurrence by the Company of Indebtedness under the New Credit
Agreement of up to $50 million in aggregate principal amount
at any time outstanding, (b) Indebtedness outstanding on the
Issuance Date, (c) the incurrence by the Company of
Indebtedness represented by the Securities, (d) the incurrence
by the Company of Indebtedness issued in exchange for, or the
proceeds of which are used to extend, refinance, renew,
replace or refund Indebtedness referred to in clauses (b) or
(c) above (the "Refinancing Indebtedness"); PROVIDED, HOWEVER,
that unless the proceeds of such Refinancing Indebtedness will
be used to retire all outstanding Securities (1) the principal
amount of such Refinancing Indebtedness shall not exceed the
principal amount of the Indebtedness so extended, refinanced,
renewed, replaced, substituted or refunded (plus the amount of
premiums and expenses incurred in connection therewith); (2)
the Refinancing Indebtedness shall have a Weighted Average
Life to Maturity equal to or greater than the remaining
Weighted Average Life to Maturity of (x) the Securities or (y)
the Indebtedness being extended, refinanced, renewed, replaced
or refunded, whichever has the shorter Weighted Average Life
to Maturity; and (3) if applicable, the Refinancing
Indebtedness shall be subordinated in right of payment to the
Securities on terms at least as favorable to the Holders of
Securities as those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced
or refunded, (e) intercompany Indebtedness between or among
the Company and any of its Wholly Owned Subsidiaries that are
Guarantors, (f) Hedging Obligations that are incurred in order
to fix or hedge interest rate risk with respect to floating
rate Indebtedness that is permitted by the terms of this
Indenture, or (g) the guarantee by the Company or any of the
Guarantors of Indebtedness of the Company or any Guarantor
that is permitted to be incurred by another provision of this
covenant.
2. The effectiveness of this Second Amendment is conditioned
upon (i) the closing of the Company's acquisition of the BAN line of
anti-perspirant/deodorant products from Bristol-Myers Squibb Company pursuant to
an agreement dated February 22, 1998, and (ii) at the time the condition in this
Section 2(i) is satisfied, the absence of any existing or proposed law or
regulation which would, and the absence of any injunction or action or other
proceeding (pending or threatened) which (in the
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case of any action or proceeding, if adversely determined) would, make unlawful
or invalid or enjoin or delay the implementation of this Second Amendment, the
entering into of this Second Amendment or the payment of any consent fee or
question the legality or validity of any thereof. Each of the foregoing
conditions to the effectiveness of this Second Amendment is for the sole
benefit of the Company and may be waived by the Company at any time.
3. Except as expressly set forth herein, this Second
Amendment shall not supersede or otherwise modify the terms and conditions of
the Indenture.
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IN WITNESS WHEREOF, this Second Amendment to and Supplemental
Indenture has been executed by a duly authorized officer of the Company, the
Guarantor and the Trustee.
Dated as of March 19, 1998.
ATTEST: CHATTEM, INC.
By: By:
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Secretary A. Alexander Taylor, II
President
[CORPORATE SEAL]
Dated as of March 19, 1998.
ATTEST: SIGNAL INVESTMENT & MANAGEMENT
CO., a Guarantor
By: By:
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Secretary A. Alexander Taylor, II
President
[CORPORATE SEAL]
Dated as of March 19, 1998.
ATTEST: SOUTHTRUST BANK, NATIONAL
ASSOCIATION
By: By:
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Name:
Title:
[CORPORATE SEAL]
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