Exhibit 99.2
FIRST AMENDMENT TO AND SUPPLEMENTAL INDENTURE
THIS FIRST AMENDMENT TO AND SUPPLEMENTAL INDENTURE ("First Amendment")
is made this ____ day of ______________, 2006, by and among CHATTEM, INC., a
Tennessee corporation (the "Company"), SIGNAL INVESTMENT & MANAGEMENT CO., a
Delaware corporation ("SIMC"), SUNDEX, LLC, a Tennessee limited liability
company ("SunDex"), CHATTEM (CANADA) HOLDINGS, INC., a Delaware corporation
("Chattem Canada") (collectively SIMC, SunDex and Chattem Canada are referred to
as the "Guarantors"), and US BANK NATIONAL ASSOCIATION, as successor in interest
to SOUTHTRUST BANK (the "Trustee"), under the following circumstances:
A. The Company has issued its 7% Senior Subordinated Notes due 2014 in
the original aggregate principal amount of $125,000,000 (herein the "Notes").
B. The Notes were issued under the Indenture dated February 26, 2004
among the Company, the Guarantors and the Trustee (the "Indenture").
C. Having received the written approval of the holders of at least a
majority in principal amount of the outstanding Notes pursuant to Section 9.02
of the Indenture (excluding any Notes owned by the Company or any of its
affiliates), the Company, the Guarantors 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 First Amendment, the parties agree:
1. This First Amendment is supplemental to the Indenture and does and
shall be deemed to form a part of the Indenture for all purposes.
2. The Indenture is hereby amended by replacement of the words "$30.0
million" in subparagraph (a)(C)(4) of Section 4.07 with the words "$115.0
million."
3. The Indenture is hereby amended by replacement of the words "at
least 2.0 to 1.0" in subparagraph (a) of Section 4.09 with the words "at least
2.5 to 1.0."
4. Except as expressly set forth herein, this First Amendment shall not
supersede or otherwise modify the terms and conditions of the Indenture.
5. The internal law of the State of New York shall govern and be used
to construe this First Amendment.
[Signature Page Follows]
IN WITNESS WHEREOF, this First Amendment to and Supplemental Indenture
has been executed by a duly authorized officer of the Company, each of the
Guarantors and the Trustee.
Dated as of __________, 2006.
CHATTEM, INC.
By:__________________________________
Xxxxxx X. Xxxxxxxx
President and Chief Operating Officer
SIGNAL INVESTMENT & MANAGEMENT CO.,
a Guarantor
By:__________________________________
Xxxxxx X. Xxxxxxxx
President
SUNDEX, LLC,
a Guarantor
By:__________________________________
Xxxxxx X. Xxxxxxxx
President
CHATTEM (CANADA) HOLDINGS, INC.,
a Guarantor
By:__________________________________
Xxxxxx X. Xxxxxxxx
President
US BANK NATIONAL ASSOCIATION
By:_________________________________
Name: ______________________________
Title: _______________________________
