INAMED CORPORATION
AND
SANTA XXXXXXX BANK & TRUST
TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JULY 2, 1997
TO
INDENTURE
DATED AS OF JANUARY 2, 1996
11% SECURED CONVERTIBLE NOTES
DUE 1999
SECOND SUPPLEMENTAL INDENTURE, dated as of July 2, 1997, by and between
Inamed Corporation, a corporation duly organized and existing under the laws of
the State of Florida (the "Company") and Santa Xxxxxxx Bank & Trust, as trustee,
a banking corporation duly organized and existing under the laws of the State of
California (the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee are parties to an Indenture (as
amended, modified, and supplemented from time to time, the "Indenture" and
capitalized terms used herein not otherwise defined shall have the meanings
ascribed thereto in the Indenture), dated as of January 2, 1996, pursuant to
which the Company issued its 11% Secured Convertible Notes due 1999 (the
"Securities") in the aggregate principal amount of $35,000,000;
WHEREAS, in connection with the Indenture and the issuance of the
Securities, the Company and the Trustee entered into two Escrow Agreements
pursuant to which $10 and $5 million, respectively (the "Escrow Funds"), were
placed in escrow (the "Escrows") for the purpose of establishing a dedicated
source of funds for use in connection with the anticipated settlement of the
Silicon Gel Breast Implant Products Liability Litigation (MDL 926) (the
"Litigation") to which the Company is a party;
WHEREAS, certain events have caused material delays in the anticipated
resolution of the Litigation and the Company has requested the cooperation of
the Holders of the Securities in effecting a release of the funds and a
redemption of the Securities in accordance with Article 9 of the Indenture and
the establishment of an alternate source of funds for use in connection with the
anticipated settlement of the Litigation;
WHEREAS, certain of the Holders and the Company have negotiated certain
additional amendments to the Indenture that will facilitate the return of the
Escrow Funds, the redemption of certain of the outstanding Securities and the
reduction in the Company's interest costs as a result thereof;
WHEREAS, concurrently herewith the Escrow Funds will be paid over to the
holders of the Securities on the date hereof in accordance with the terms of
those certain Consents and Waivers, each dated as of July 2, 1997, between the
Company and the Holders of more than 66-2/3% in principal amount of Outstanding
Securities (the "Consents and Waivers");
WHEREAS, Section 7.2 of the Indenture provides that the Company and the
Trustee may amend the Indenture and the Securities with the written consent of
the Holders of at least a majority in principal amount of Outstanding Securities
and Section
4.4 of the Indenture provides that the Holders of at least a majority in
principal amount of Outstanding Securities may waive an existing Default or
Event of Default under the Indenture;
WHEREAS, pursuant to the Consents and Waivers signed and delivered by the
Holders of at least a majority in principal amount of Outstanding Securities as
of July 2, 1997 (the "Record Date"), in accordance with Section 7.2 of the
Indenture, such Holders consented to the amendment of Section 8.16, Section 10.1
and Section 10.5 of the Indenture to modify the financial covenant contained in
Section 8.16 and the conversion terms of the Securities contained in Section
10.1 and 10.5 and the events under which the Conversion Price of the Securities
will be adjusted contained in Section 10.5 and, in accordance with Section 4.4
of the Indenture, waived any Default or Event of Default ("Default") by the
Company relating to periods through the period ending March 31, 1997 under
Section 8.6, relating to prior periods under former Section 8.16, relating to
the delivery of the reports required under Section 8.18 for the periods ended
December 31, 1996 and March 31, 1997, relating to the delivery of opinions under
Section 12.2 for periods prior to the date hereof and relating to Section 2.18
of the Note Purchase Agreement with respect to the requirement that
approximately $10 million of the proceeds from the issuance of the Securities be
used for long-term capital investments and improvements, subject to the
execution and delivery of this Second Supplemental Indenture and the documents
to be executed and delivered in connection herewith;
WHEREAS, in accordance with Section 7.2 of the Indenture, the Company and
the Trustee may enter into this Second Supplemental Indenture, the Trustee
having obtained the authorization and instruction of the Holders of at least a
majority in principal amount of Outstanding Securities through the Consents and
Waivers to amend the Indenture pursuant to the terms of said Consents and
Waivers; and
WHEREAS, all acts and proceedings required by law, by the Indenture, and by
the Certificate of Incorporation of the Company, necessary to constitute this
Second Supplemental Indenture a valid and binding agreement for the uses and
purposes herein set forth, in accordance with its terms, have been done and
taken, and the execution and delivery of this Second Supplemental Indenture have
been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises and for the purposes
hereinabove expressed, the Company hereby covenants and agrees with the Trustee,
for the equal and proportionate benefit of the present and future Holders of the
Securities, as follows:
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ARTICLE ONE
Section 1.1. Pursuant to Section 7.6 of the Indenture, the Trustee hereby
acknowledges its receipt of the Officer's Certificate dated as of July 2, 1997
attaching copies of the Consents and Waivers signed by the Holders of greater
than a majority in principal amount of Outstanding Securities as of the
respective Record Dates.
ARTICLE TWO
Section 2.1. (a) Section 1.1 of the Indenture is hereby amended to include
a definition of the term "Warrants" by amending Section 1.1 by adding to the end
thereof the following definition:
"Warrants" means the warrants issued to the
Holders pursuant to that certain Warrant Agreement,
dated as of July 2, 1997 (as amended from time to
time, the "Warrant Agreement"), between the Company
and the Warrant Agent identified therein and in
connection with the execution and delivery of the
Second Supplemental Indenture to this Indenture.
(b) Section 1.1 of the Indenture is hereby further amended by modifying
the definition of "Documents" to include after the phrase "the Guarantee
Agreement" in the second line thereof, the phrase "the Warrant Agreement, the
Warrant."
Section 2.2. (a) The third paragraph of Section 2.2 of the Indenture is
hereby amended by deleting the words "check mailed to the address" and replacing
them with the words "wire transfer or other transfer of immediately available
funds to the bank account."
(b) The first paragraph of Section 2.12(2) of the Indenture is hereby
amended and restated to read in its entirety as follows:
(2) The Company shall make payment of any
Defaulted Interest by wire transfer or other
transfer of immediately available funds.
Section 2.3. Section 2.14 of the Indenture is hereby amended to add to the
end thereof the following sentence: "Subject to Section 9.6, the Trustee shall
cancel and the Company shall not reissue any Securities that have been
surrendered for payment, redemption or conversion.
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Section 2.4. The financial covenant contained in Section 8.16 of the
Indenture is hereby modified by deleting the text of Section 8.16 and amending
and restating Section 8.16 of the Indenture in its entirety and for all periods
as follows:
Section 8.16 Operating Profit.
The Company's consolidated earnings before
interest and taxes and before any charges relating
to the Bristol, Baxter, 3M, XxXxxx and Union Carbide
Revised Settlement Program, the mandatory class
under Rule 23(b)(i)(B) of the Federal Rules of Civil
Procedure relating to the Silicone Gel Breast
Implant Products Liability Litigation (MDL 926) or
any other administration, settlement or discharge of
products liability litigation ("Operating Profit")
shall be: (i) greater than $10 million for the
twelve month period ending December 31, 1997, and
for each twelve month period thereafter ending on
each March 31, June 30 and September 30, and
December 31 (i.e., rolling 12-month periods) and
(ii) greater than $1.5 million for the three month
period ending December 31, 1997, and for each three
month period thereafter ending on March 31, June 30,
September 30 and December 31. Operating Profit shall
also exceed $2.0 million for the quarters ended June
30 and September 30, 1997, respectively.
Notwithstanding the foregoing, in the event of
non-compliance with the financial covenant contained
in this Section 8.16 for any period, the Company may
at any time before 30 days after the date for
issuance of any Officers' Certificate with respect
to compliance for such period cure the Default by
raising cash through the issuance of any securities
junior in right of payment to the Securities in an
amount which if added to Operating Profit would have
made the Company in compliance with the covenant for
such period. Notwithstanding anything to the
contrary contained herein, any accounting charge,
expense or liability incurred by the Company and
relating to the Issuance (as defined in the First
4
Supplemental Indenture dated as of June 20, 1996) or
the amendments of the Indenture pursuant to the
Second Supplemental Indenture dated as of July 2,
1997 shall be disregarded for purposes of
calculating Operating Profit under this Section 8.16
Section 2.5. The text of Section 8.18 of the Indenture is hereby
amended and restated in its entirety as follows:
From and after the fiscal quarter of the
Company ending June 30, 1997, the Company will
deliver to the Trustee, within 30 days of the end of
any quarterly period (including the quarterly period
ending at the end of the fiscal year of the
Company), an Officers' Certificate, certifying
whether or not to the best knowledge of the signers
thereof the Company is in default in the performance
and observance of any of the terms, provisions and
conditions of Section 8.1 to 8.17, inclusive, and if
the Company shall be in default, specifying all such
defaults and the nature and status thereof of which
they may have knowledge. Notwithstanding the
foregoing, at the Company's option, the Officers'
Certificate to be delivered in respect of the last
fiscal quarter of each fiscal year of the Company
may exclude therefrom the certification required by
the immediately preceding sentence regarding Section
8.17 and regarding the Operating Profit for "rolling
12-month periods" referred to in Section 8.16, and
instead such certification shall be delivered in a
separate Officers' Certificate delivered to the
Trustee within 90 days of the end of the fiscal year
of the Company.
Section 2.6. Section 10.1 of the Indenture is hereby amended to adjust the
Conversion Price by deleting the text of the first sentence thereof and amending
and such sentence in its entirety as follows:
Subject to and upon compliance with the
provisions of this Indenture, each Holder of
Securities shall have the right, at his or her
option, at any time on or after 90 days from the
Closing of the offering of Securities and prior to
the close of business on the last trading day prior
to the Maturity Date (except that, with respect to
any Security or portion of a Security
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which is called for redemption, such right shall
terminate, except as provided in the fourth
paragraph of Section 10.2, at the close of business
on the last trading day prior to the Redemption Date
of such Security or portion of a Security unless the
Holder thereof fails to receive the redemption
payment therefor under the Escrow Agreement or
unless such Holder elects to waive such mandatory
redemption on or prior to the close of business on
the third Business Day following the Redemption
Date) to convert the principal amount of any
Security held by such Holder, or any portion of such
principal amount which is $10,000 or an integral
multiple of $1,000 in excess thereof, into that
number of fully paid and non assessable shares of
Common Stock (as such shares shall then be
constituted) obtained by dividing 103% of the
principal amount of the Security or portion thereof
surrendered for conversion by the Conversion Price
in effect at such time, by surrender of the Security
so to be converted in whole or in part in the manner
provided in Section 10.2.
Section 2.7. Section 10.5 of the Indenture is hereby amended to add the
following paragraph to the end of subparagraph (d) and to adjust the Conversion
Price by adding the following new subparagraph (k) and amending the existing
subparagraph therein to become subparagraph (1) of Section 10.5:
The Company has entered into that certain
Rights Agreement dated June 2, 1997 between the
Company and the U.S. Stock Transfer Corporation (as
amended, the "Rights Agreement"). The Company shall
not, without the consent of the Holders of a
majority in principal amount of the Outstanding
Securities, amend, modify or supplement the Rights
Agreement or adopt any new rights plan unless any
such amendment, modification or supplement is for
the purpose of: (i) redeeming the rights issued
thereunder; (ii) increasing the exercise price of
the rights or (iii) providing that the rights will
not be exercisable to permit transactions approved
by the Board of Directors of the Company.
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(k) In the event the Company shall, at any time
or from time to time, issue or sell any shares of
Common Stock (including treasury shares) (x) for
consideration per share equal to $5.50 or less
(subject to any appropriate proportionate
adjustments as a result of the occurrence of certain
events relating to the capital stock as contemplated
in this Section 10.5, and other than Common Stock
issued pursuant to the conversion of the Securities
or other outstanding Convertible Securities) or (y)
outside the United States in a transaction or series
of transactions pursuant to Regulation S of the
Securities Act or any successor regulation, then,
forthwith upon such issue or sale in the event the
Conversion Price at such time is greater than the
price paid or to be paid for such Common Stock
pursuant to clause (x) or (y), the Conversion Price
shall be reduced to a price equal to the
consideration per share paid for such Common Stock.
For purposes of this paragraph the following four
subparagraphs shall apply:
(i) In the event the Company shall, in any
manner, grant any right to subscribe for or to
purchase, or any option for the purchase of,
Common Stock or any stock or other securities
convertible into or exchangeable for Common
Stock (such convertible or exchangeable stock
or securities being hereinafter referred to as
"Convertible Securities"), whether or not such
rights or options are immediately exercisable,
and the minimum price per share for which
Common Stock is issuable pursuant to such
rights or options or upon conversion or
exchange of such Convertible Securities
(determined by dividing (A) the total amount,
if any, received or receivable by the Company
as consideration for the granting of such
rights or options, plus the minimum aggregate
amount of additional consideration payable upon
the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock
issuable
7
upon the exercise of such rights or options or
upon the conversion or exchange of all such
Convertible Securities) shall be less than the
Conversion Price in effect for the Securities
immediately prior to the time of the granting
of such rights or options, then for the
purposes of determining the Conversion Price
for such Securities, the Company shall be
deemed to have issued shares of Common Stock at
such price per share as of the date of granting
of such rights or options, and the adjustment
of the Conversion Price required by this
paragraph shall be made as of the date of
granting of such rights or options; provided,
however, that no further adjustment of such
Conversion Price shall be made upon the actual
issue of Common Stock or Convertible Securities
upon the exercise of such rights or options or
upon the issue of such Common Stock upon
conversion or exchange of such Convertible
Securities and provided further that upon the
expiration or termination of all such rights,
options or Convertible Securities without the
issuance of any Common Stock in respect of any
such rights, options or Convertible Securities
or the conversion of any Securities, the
Conversion Price shall be increased to the
price which would have been in effect at the
time of such grant had such rights, options or
Convertible Securities never been issued.
(ii) In the event the Company shall in any
manner issue or sell any Convertible Securities
whether or not the rights to convert or
exchange thereunder are immediately
exercisable, and the price per share for which
shares of Common Stock are issuable upon the
conversion or exchange of such Convertible
Securities (determined by dividing (A) the
total amount, if any received or receivable by
the Company in consideration of the issue or
sale
8
of such Convertible Securities, plus the
minimum aggregate amount of additional
consideration, if any, payable to the Company
upon conversion or exchange thereof by (B) the
total number of shares of Common Stock issuable
upon the conversion or exchange of all such
Convertible Securities) shall be less than the
Conversion Price in effect for the Securities
immediately prior to the time of the issue or
sale of such Convertible Securities, then for
purposes of determining the Conversion Price,
the Company shall be deemed to have issued
shares of Common Stock at such price per share
as of the date of the issue or sale or such
Convertible Securities, and the adjustment of
the Conversion Price required by this paragraph
shall be made as of the date of the issue or
sale of such Convertible Securities, provided,
however, that no further adjustment of such
Conversion Price shall be made upon the actual
conversion or exchange of such convertible
securities and provided further that upon the
expiration or termination of all such
Convertible Securities without the issuance of
any Common Stock in respect of any such
Convertible Securities or the conversion of any
Securities, the Conversion Price shall be
increased to the price which would have been in
effect at the time of such issuance had such
Convertible Securities never been issued.
(iii) In the event any shares of Common
Stock or Convertible Securities or any rights
or options to purchase any such Stock or
securities shall be issued for cash, the
consideration received therefor less any
out-of-pocket expenses incurred and any
underwriting commissions or concessions paid or
allowed by the Company in connection therewith,
shall be deemed to be the amount of
consideration received by the Company therefor.
The Board of Directors of the Company shall
determine
9
(irrespective of any treatment thereof on the
books of account of the Company) the fair value
of any consideration other than money received
upon any such issue, and shall, in case any of
the foregoing is issued with other stock,
securities or assets of the Company, determine
what part of the consideration received
therefor is applicable to the issue of the
Common Stock, Convertible Securities or rights
or options for the purchase thereof.
(iv) In the event that (A) there shall be
any decrease in the purchase price provided for
in any right or option referred to in the
preceding subparagraph (i) or the additional
consideration, if any, payable upon the
conversion or exchange of any Convertible
Securities referred to in the preceding
subparagraph (i) or subparagraph (ii), or (B)
there shall be any increase in the rate at
which any Convertible Securities referred to in
the preceding subparagraph (i) or subparagraph
(ii) are convertible into or exchangeable for
shares of Common Stock, the Conversion Price in
effect at the time of such decrease or increase
shall forthwith be reduced to the Conversion
Price which would have been in effect at such
time had such outstanding rights or options or
Convertible Securities provided for such
decreased purchase price or additional
consideration or increased conversion rate, as
the case may be, at the time initially granted,
issued or sold, provided that upon any
subsequent upward adjustment of the purchase
price or consideration or decrease in the
conversion rate, as the case may be, in all
such rights, options or Convertible Securities
the Conversion Price shall be appropriately
readjusted in accordance with the other
provisions of this Section 10.5(k).
10
The Warrants shall be deemed not to have
been distributed for purposes of this Section
10.5 (and no adjustment to the Conversion Price
under this Section 10.5 shall be required) with
respect to such issuance or the issuance of
Common Stock upon the exercise thereof.
Section 2.8. Section 10.5 of the Indenture is hereby amended to adjust the
Conversion Price by adding to the end of such Section the following new Section
10.5(m):
(m) Notwithstanding anything to the contrary in
this Article 10 (including, without limitation,
Sections 10.1 and 10.4), effective as of July 2,
1997 the Conversion Price of each respective
Security is adjusted to equal a price equal to $5.50
per share, as further adjusted from time to time as
provided in this Section 10.5; provided, however,
that no Holder may convert more than forty percent
(40%) of the initial aggregate principal amount of
Securities held by such Holder or its predecessor in
interest (after giving effect to the partial
redemption of Securities pursuant to Section 9.2) in
any 60-day period and provided further that the
foregoing limitation shall not be applicable to the
extent that a Holder holds Securities in an
aggregate principal amount less than $100,000 (the
"De Minimis Amount") and the De Minimis Amount did
not result from a previous conversion made when such
Holder held Securities in excess of the De Minimis
Amount.
Section 2.9. Section 10.7 of the Indenture is hereby amended by deleting
such section and replacing it with the following:
"INTENTIONALLY OMITTED."
Section 2.10. Section 11.15 of the Indenture is hereby amended to correct
the cross-reference therein by deleting in the second paragraph thereof the text
"Section 6.5" and replacing it with the text "Section 5.7".
Section 2.11. Section 13.13 of the Indenture is hereby amended to replace
the word "Nevada" with the words "New York."
11
Section 2.12. (a) After the date of this Second Supplemental Indenture,
any Securities authenticated and delivered in substitution for, or in lieu of,
Securities then outstanding and all Securities presented or delivered to the
Trustee on and after such date for such purposes shall (unless textually revised
as hereinafter provided) be stamped with a notation substantially as follows:
The Indenture dated as of January 2, 1996 referred to in this
Security has been amended by a First Supplemental Indenture
dated as of June 20, 1996 and by a Second Supplemental Indenture
dated as of July 2, 1997 to provide for the modification of
certain covenants contained therein. Reference is xxxxxx made to
said Supplemental Indentures, copies of which are on file with
Santa Xxxxxxx Bank & Trust, as Trustee, for a statement of the
amendments therein made.
Such notation may be combined with any similar notations.
(b) Any Securities hereafter authenticated and delivered in substitution
for, or in lieu of, Securities now or hereafter outstanding shall, if the
Company so elects, be textually revised as approved by the Trustee to refer to
this Second Supplemental Indenture.
(c) Anything herein contained to the contrary notwithstanding, the Trustee
shall not at any time be under any responsibility to require or cause any
Security now or hereafter outstanding to be presented or delivered to it for any
purpose provided for this Section 2.12.
Section 2.13. The Company hereby covenants and warrants that by reason of
the Consents and Waivers having been received and the amendments to the
Indenture being made no condition or event exists or shall exist which
constitutes a Default (as defined in the Indenture).
Section 2.14. Section 13.18 of the Indenture is hereby amended to delete
from the second sentence therein the words, "LAS VEGAS, NEVADA," and replace
them with the words, "NEW YORK, NEW YORK."
Section 2.15. The Company hereby agrees that it shall not make any
payments or enter into transactions, agreements or other arrangements with any
entity (including, without limitation, Medical Device Alliance, Inc. or XxXxxx
Management, Inc.) affiliated with or related to the Company's senior executive
officers or the Company's
12
directors, or any of their immediate family members, unless such payments or
transactions are expressly approved by Resolutions of the Company's Board of
Directors.
Section 2.16. The Company shall deliver, on or before the 30th day
following the date of this Second Supplemental Indenture, an opinion of counsel
satisfying the requirements of Section 12.2(ii) of the Indenture (with the
exception of the date of delivery of such opinion which shall satisfy this
Section 2.16) and the Company shall record or submit such document to the United
States Patent and Trademark Office to reflect the assignment for security of the
Company's patents and trademarks and obtain an appropriate notification on such
patent and trademark records reflecting such security interest.
ARTICLE THREE
Section 3.1. This Second Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of a Security heretofore or
hereafter authenticated and delivered shall be bound hereby.
Section 3.2. For all purposes of this Second Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof," and "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular Section hereof.
Section 3.3. This Second Supplemental Indenture shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with, and governed by, the laws of said State
(without giving effect to the conflicts-of-law provisions thereof).
Section 3.4. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any person, firm, or corporation other than the parties
hereto and the Holders of the Securities, any right, remedy, or claim under or
by reason of this Second Supplemental Indenture or any covenant, condition, or
stipulation hereof; all the covenants, stipulations, promises, and agreements
contained in this Second Supplemental Indenture are and shall be for the sole
and exclusive benefit of the parties hereto and their successors and the Holders
of the Securities.
13
Section 3.5. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 3.6. This Second Supplemental Indenture is executed by the Company
and the Trustee pursuant to Article Seven of the Indenture and shall be deemed
to be a part of the Indenture for all purposes, including, without limitation,
for purposes of the Collateral Documentation. The Trustee accepts the amendments
of the Indenture executed by this Second Supplemental Indenture, but only upon
the terms and conditions set forth in the Indenture, including the terms and
provisions defining the liabilities and responsibilities of the Trustee, which
terms and provisions define and limit its liabilities and responsibilities in
the performance of the terms of the Indenture as hereby amended. The Trustee
makes no representation as to the validity or sufficiency of this Second
Supplemental Indenture.
14
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed and delivered, and the respective
seals to be hereunto affixed and attested, all as of the day and year first
written above.
Attest: INAMED CORPORATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. XxXxxx
------------------------- ------------------------------------
Xxxxxx X. XxXxxx
Chief Executive Officer and Chairman
SANTA XXXXXXX BANK &
TRUST
Attest:
By: /s/ [Illegible] By: /s/ Xxx X. Xxxxx
------------------------ -------------------------------------
15
THE FOREGOING AMENDMENTS ARE CONSENTED TO:
XXXXXX MEDICAL FLOWMATRIX
CORPORATION CORPORATION
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
MEDISYN TECHNOLOGIES CUI CORPORATION
CORPORATION
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
BIOPLEXUS CORPORATION INAMED DEVELOPMENT
CORPORATION
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, CEO Xxxxxx X XxXxxx, Chairman
IOENTERICS CORPORATION BIODERMIS CORPORATION
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, CEO & Xxxxxx X XxXxxx, CEO &
Chairman Chairman
16
THE FOREGOING AMENDMENTS ARE CONSENTED TO:
BIODERMIS LTD. BIOENTERICS LTD.
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, CEO & Xxxxxx X XxXxxx, CEO &
Chairman Chairman
CHAMFIELD LTD. INAMED B.V.
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
INAMED B.V.B.A. INAMED DO BRASIL LTD.
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
INAMED GmbH INAMED LTD.
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
INAMED S.A. INAMED S.R.L.
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
INAMED S.A.R.L. XxXXXX LIMITED
By: /s/ Xxxxxx X. XxXxxx By: /s/ Xxxxxx X. XxXxxx
------------------------ --------------------------
Xxxxxx X. XxXxxx, Chairman Xxxxxx X XxXxxx, Chairman
17
