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INAMED CORPORATION
00 Xxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
February 14, 2000
Appaloosa Investment Limited Partnership I
Palomino Fund Ltd.
Palomino Investment Holdings Ltd.
Tersk LLC
00 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000
Re: Inamed Corporation
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Dear Xx. Xxxxx:
Reference is hereby made to the registration rights obligations of Inamed
Corporation, a Delaware corporation (the "Company"), under, without limitation,
(i) the several warrant agreements between you and the Company (the "Warrants")
providing for the purchase of shares of common stock, par value $.01 per share,
of the Company (the "Common Stock"), (ii) the letter agreement between the
Company and Appaloosa Management L.P., dated July 2, 1997 (the "July 2, 1997
Letter Agreement"), and (iii) the several waiver letters dated October 25, 1999
between you and the Company (the "Waiver Letters"). Each of you and the Company
hereby agree to amend such obligations as follows:
(1) The Company will file a registration statement (the "Registration
Statement") on Form S-3, or Form S-1 if necessary, under the
Securities Act of 1933, as amended (the "Securities Act"), on or about
February 14, 2000 with respect to 2,000,000 shares of Common Stock
held in the aggregate by you, which shares are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities
Act, and the Company will use its best efforts to cause such
registration statement to be declared effective under the Securities
Act as promptly as practicable after the filing thereof and will keep
such Registration Statement continuously effective under the
Securities Act, subject to customary limitations, for such period of
time as you hold the Warrants or the Common Stock previously issued or
issuable thereunder.
(2) Within 45 days following the effective date of the Registration
Statement (the "First Registration Period"), the Company will file a
registration statement for such number of additional shares of Common
Stock as requested by you reasonably prior to the
end of the First Registration Period; provided that if in the good
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faith determination of Chase H&Q, or such other financial advisor/
investment banking firm of national standing mutually agreed to by
the Company and you (the "Investment Bank"), there has been a
material decline in the market value of the Common Stock of the
Company or a material disruption in the trading activity of such
stock, or any event or development which could reasonably be expected
to result in any such decline or disruption, or in the view of the
Investment Bank the registration of such shares of Common Stock could
reasonably be expected to have a material adverse effect on the
market value or trading activity of the Common Stock (each, an
"Adverse Market Effect"), the Company will not be required to register
your shares of Common Stock pursuant to your request. In such event,
the Company and you agree to reduce the number of shares of Common
Stock to be registered thereunder as required in the view of the
Investment Bank in order to eliminate the Adverse Market Effect, which
reduction could result in none of the requested shares of Common Stock
becoming registered at that time.
Within 45 days following the later of the end of the First
Registration Period and the effective date of any registration
statement filed pursuant to the preceding paragraph (the "Second
Registration Period"), the Company will file a registration statement
for such number of additional shares of Common Stock as requested by
you reasonably prior to the end of the Second Registration Period;
provided that if such request for registration is for more than
2,000,000 shares and the Investment Bank determines that such
registration would have an Adverse Market Effect, the Company and you
agree to reduce the number of shares of Common Stock to be registered
as required in the view of the Investment Bank in order to eliminate
the Adverse Market Effect, which reduction shall not reduce the number
of shares to be registered below 2,000,000 shares.
Within 45 days following the later of the end of the Second
Registration Period and the effective date of any registration
statement filed pursuant to the preceding paragraph (the "Third
Registration Period"), the Company will file a registration statement
for such number of additional shares of Common Stock as requested by
you reasonably prior to the end of the Third Registration Period;
provided that if such request for registration is for more than
2,000,000 shares and the Investment Bank determines that such
registration would have an Adverse Market Effect, the Company and you
agree to reduce the number of shares of Common Stock to be registered
as required in the view of the Investment Bank in order to eliminate
the Adverse Market Effect, which reduction shall not reduce the number
of shares to be registered below 2,000,000 shares.
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Within 45 days following the later of the end of the Third
Registration Period and the effective date of any registration
statement filed pursuant to the preceding paragraph (the "Fourth
Registration Period"), the Company will file a registration statement
for such number of additional shares of Common Stock as requested by
you reasonably prior to the end of the Fourth Registration Period;
provided that if such request for registration is for more than
2,000,000 shares and the Investment Bank determines that such
registration would have an Adverse Market Effect, the Company and you
agree to reduce the number of shares of Common Stock to be registered
as required in the view of the Investment Bank in order to eliminate
the Adverse Market Effect, which reduction shall not reduce the number
of shares to be registered below 2,000,000 shares.
Notwithstanding the foregoing, the Company will be obligated to have
one or more registration statements declared effective with respect to
all of your shares of Common Stock not later than December 31, 2000.
Any shares of Common Stock registered pursuant to this paragraph (2)
will be made in accordance with the terms and conditions contained in
paragraph (1) above, including the Company's obligations to keep such
registration statements continuously effective under the Securities
Act, as provided therein.
(3) Subject to items (1) and (2) above and notwithstanding anything to the
contrary contained in the Warrants, the July 2, 1997 Letter Agreement
or the Waiver Letters, you are entitled to an unlimited number of
demand registrations with respect to your shares of Common Stock
previously issued or issuable under the Warrants. The Company will
bear all costs and expenses of such registrations.
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Please indicate your acknowledgement and agreement to the foregoing by
signing this letter agreement in the space provided below and returning a copy
to the Company.
Sincerely yours,
INAMED CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
Senior Vice President
Secretary and General Counsel
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
PALOMINO FUND LTD.
PALOMINO INVESTMENT HOLDINGS LTD.
TERSK LLC
By: Appaloosa Management L.P.
By: Appaloosa Partners Inc.
Its General Partner
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
