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INAMED CORPORATION
0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
July 30, 1999
Cerberus Capital Management, L.P.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Inamed Corporation - Bridge Commitment Letter
Ladies and Gentlemen:
Reference is made to that certain Commitment Letter dated July
23, 1999 (the "Commitment Letter") between Inamed Corporation (the "Company")
and Cerberus Capital Management, L.P. (the "Lender"). Capitalized terms used
herein without definition have the meanings ascribed to such terms in the
Commitment Letter.
The Commitment Letter provides that as a condition precedent
to the Lender's obligation to purchase the Bridge Notes, since March 31, 1999,
there shall not have occurred a material adverse effect upon the results of
operations, properties, operations, financial condition or prospects of the
Company or CGEN.
As you know, CGEN intends to book a non-cash adjustment to the
provision for discontinued operations of LipoMatrix and its breast implant
business, not to exceed $11.5 million, in its financial statements for the
fiscal year ended June 30, 1999 (the "Adjustment"). The Adjustment is solely for
contingent liabilities arising over the next five (5) years solely from the
LipoMatrix business and, in particular, for clinical studies, consultant
services and legal fees to monitor LipoMatrix's Trilucent breast implants.
The Company hereby requests that the Lender expressly
acknowledge and confirm that it shall not hereafter claim that the Adjustment
has or had a material adverse affect upon the results of operations, properties,
operations, financial condition or prospectus of the Company or CGEN, so long as
the Adjustment does not exceed $11.5 million, and so long as the basis for the
Adjustment relates solely to the LipoMatrix business as described above.
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If you are in agreement with the foregoing, please so indicate
by signing in the place indicated below and returning a copy to the undersigned
by facsimile at the facsimile number set forth below.
Very truly yours,
INAMED CORPORATION
By:
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Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President and
General Xxxxxxx
Xxxxxxxxx: (000) 000-0000
Acknowledged and confirmed:
CERBERUS CAPITAL MANAGEMENT, L.P.
By:
-----------------------------
Name:
Title:
