EXHIBIT A
CONFIDENTIAL
INAMED CORPORATION
0000 Xxxxxx Xxxxxx, Xxxxx X
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000
September 6, 2000
Appaloosa Management, L.P.
00 Xxxx Xxxxxx, Xxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxx
RE: Purchase of Shares in Inamed Corporation
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Dear Sir:
Reference is hereby made to the securities trading policy of
Inamed Corporation (the "Company") applicable to the Company's directors,
officers and designated employees, and the Amended and Restated Rights
Agreement, dated as of November 16, 1999, between the Company and U.S.
Stock Transfer Corporation, as Rights Agent, as amended by Amendment No. 1
to Amended and Restated Rights Agreement, dated as of December 22, 1999,
between the Company and U.S. Stock Transfer Corporation, as Rights Agent
(as so amended, the "Rights Agreement").
As discussed between representatives of the Company and Appaloosa
Management, L.P. (together with its affiliates and associates,
"Appaloosa"), you have advised us that, subject to your receipt of this
letter, Appaloosa is contemplating one or more purchases, through the open
market, of additional shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company.
In connection with your possible purchases of additional shares
of Common Stock of the Company (the "Purchases"), we hereby confirm the
following:
1. The Company hereby consents to the Purchases for purposes
of its securities trading policy, and agrees that the Purchases
are in compliance with the securities trading policy, until such
time as the Company determines in good faith and advises
Appaloosa in writing that, under the terms of its securities
trading policy, this consent must be suspended or revoked.
2. The Company hereby agrees that based on Appaloosa's
beneficial ownership of Common Stock as reported in Amendment No.
16 to Schedule 13D, as of the date hereof, with respect to
Appaloosa's beneficial ownership of Common Stock, Appaloosa may
acquire up to an additional 298,114 shares of Common Stock and
shall not be deemed to be an Acquiring Person under the Rights
Agreement solely by reason of the Purchases of such number of
additional shares.
3. The Company hereby acknowledges that, as of the date
hereof, it is not aware of any material information pertaining to
the Company that has been communicated by any executive officer
of the Company to any of Appaloosa's representatives who serve on
the board of directors of the Company that has not been publicly
disclosed.
4. The Company hereby agrees that it will cooperate with and
assist Xxxxxxxxx in making the Purchases in compliance with the
requirements of Rule 10b-18 of the Securities Exchange Act of
1934, as amended, and Appaloosa agrees that it will use its
reasonable efforts to make all the Purchases in compliance with
the requirements of such Rule. To this end, the Company and
Appaloosa will retain a single broker who will execute all
Purchases on behalf of Appaloosa and all purchases of Common
Stock by the Company under its current stock repurchase program
(as that program may be modified or extended from time to time)
in a manner designed to ensure that (a) all Purchases and all
purchases by the Company under its stock repurchase program
comply with the single broker, volume and other limitations of
Rule 10b-18, (b) Appaloosa is not aware on any given day whether
the Company is in the market, and (c) on any day on which both
the Company and Appaloosa have directed that the broker purchase
shares, the broker will allocate any shares so purchased on such
day at a price equal to or less than the Maximum Price (as
defined below) on a 50/50 basis to the Company and Appaloosa in
such a manner that the average per share price paid by each party
is as nearly equal as possible. "Maximum Price" on any day means
the lower of the maximum prices which the Company and Appaloosa
each advises the broker on such day that it is willing to pay for
shares of Common Stock to be purchased by the broker.
5. The Company acknowledges that this letter will be
disclosed by Xxxxxxxxx in an amendment to its Schedule 13D
relating to the Common Stock.
Please acknowledge your agreement with the foregoing by executing
this letter in duplicate and returning one signed original to the Company
at the address set forth above.
INAMED CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President and co-Chief
Executive Officer
Accepted and agreed to
this 7th day of September 2000
APPALOOSA MANAGEMENT, L.P.
By: Appaloosa Partners, Inc.,
its General Partner
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
