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FIRST AMENDMENT TO RIGHTS AGREEMENT
This Amendment dated as of July 31, 1999 ("Amendment") to the
Preferred Shares Rights Agreement ("Agreement"), dated as of May 6, 1999, is
between Collagen Aesthetics, Inc., a Delaware corporation (the "COMPANY"), and
The Bank of New York, a New York banking corporation (the "RIGHTS AGENT").
Pursuant to Section 27 of the Agreement, this Amendment is
being executed by the Company and the Rights Agent for the purpose of amending
the Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the
following at the end of Section 1(a):
"Notwithstanding the foregoing or any provision to
the contrary in this Agreement, none of Inamed
Corporation ("Parent"), Inamed Acquisition Corp.
("Sub"), or any of their respective subsidiaries,
Affiliates or Associates is an Acquiring Person
pursuant to this Agreement solely by virtue of the
execution of the Agreement and Plan of Merger of even
date herewith among Parent, Sub and the Company (the
"Merger Agreement"), commencement and consummation of
the Offer (as defined in the Merger Agreement), the
acquisition of Shares (as defined in the Merger
Agreement) by Sub pursuant to the Offer and the
consummation of the Merger (as defined in the Merger
Agreement)."
2. Section 1(h) shall be amended by inserting the
following at the end of Section 1(h):
"Notwithstanding the foregoing or any provision to
the contrary in this Agreement, a Distribution Date
shall not occur solely by reason of the Offer, the
execution of the Merger Agreement, the acquisition of
the Shares by Sub pursuant to the Offer or the
consummation of the Merger."
3. Section 1(j) shall be amended and restated in its
entirety to read as follows:
""EXPIRATION DATE" shall mean the earliest of (A)
immediately prior to the Effective Time (as defined
in the Merger Agreement), (B) the Close of Business
on the Final Expiration Date, (C) the Redemption
Date, (D) the time at which the Board of Directors
orders the exchange of the Rights as provided in
Section 24 hereof or (E) the consummation of a
transaction contemplated by Section 13(d) hereof."
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4. Section 1(u) shall be amended by inserting the
following at the end of Section 1(u):
"Notwithstanding the foregoing or any provision to
the contrary in this Agreement, a Shares Acquisition
Date shall not occur solely by reason of the Offer,
the execution of the Merger Agreement, the
acquisition of the Shares by Sub pursuant to the
Offer or the consummation of the Merger."
5. This Amendment shall be deemed to be entered into under the
laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
6. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
7. As amended hereby, the Agreement shall remain in full force
and effect.
COLLAGEN AESTHETICS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Attest: /s/ Xxxxx X. Xxxxxx
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THE BANK OF NEW YORK
AS RIGHTS AGENT
By: /s/ Xxxxx Xxxxxx
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Signature of Authorized Signatory
Vice President
