Exhibit B
INAMED CORPORATION
FORM OF 10.00% SENIOR SECURED NOTE DUE MARCH 31, 1999
THE INTEREST RATE SET FORTH BELOW IS SUBJECT TO INCREASE IN ACCORDANCE
WITH THE LETTER AGREEMENT, DATED AS OF SEPTEMBER 30, 1998, BETWEEN INAMED
CORPORATION AND APPALOOSA MANAGEMENT, L.P.
THE TRANSFER OF THIS NOTE IS RESTRICTED BY AND PURSUANT TO A NOTE
PURCHASE AGREEMENT DATED AS OF SEPTEMBER 30, 1998, A COPY OF WHICH IS ON
FILE AT THE OFFICES OF THE COMPANY. THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS
OF SUCH ACT OR SUCH LAWS. THIS INSTRUMENT WAS ISSUED WITH ORIGINAL ISSUE
DISCOUNT. FOR INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO
MATURITY AND AMOUNT OF ORIGINAL ISSUE DISCOUNT, CONTACT THE EXECUTIVE VICE
PRESIDENT OF INAMED CORPORATION AT (000) 000-0000
No. R- [DATE]
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FOR VALUE RECEIVED, the undersigned, INAMED CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws
of the state of Florida, hereby promises to pay to
__________________________, or registered assigns, the principal sum of
$_____________ DOLLARS on March 31, 1999 subject to extension as provided
below (the "Maturity Date"), with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at
the rate of 10.00% per annum from the date hereof, payable quarterly, on
December 31, March 31, June 30 and September 30 in each year, commencing
with December 31, 1998, until the principal hereof shall have become due
and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal or during any period in
which an Event of Default has occurred and is continuing, any overdue
payment of any amount due hereunder or during any period in which an Event
of Default has occurred and is continuing, payable quarterly as aforesaid,
at a rate per annum from time to time equal to 350 basis points per annum
above the rate of interest stated in clause (a) hereof. Notwithstanding the
foregoing, so long as no Event of Default (as defined in the Note Purchase
Agreement (as defined below)) shall have occurred and be continuing, the
Company may, at its option, extend the Maturity Date to September 1, 2000
by delivering to the holder of this Note a written notice of such extension
(in the manner provided in Section 11.6 of the Note Purchase Agreement)
prior to January 1, 1999.
Payments of principal of, interest on and any Premium (as defined
below) with respect to this Note are to be made in lawful money of the
United States of America in Las Vegas, Nevada at the principal office of
Inamed Corporation in such jurisdiction or at such other place as the
Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below. "Premium"
shall mean any amount (other than principal or interest) due in respect of
the Notes pursuant to the Note Purchase Agreement (as defined below).
This Note is one of the Senior Secured Notes (the "Notes") issued
pursuant to the Note Purchase Agreement, dated as of September 30, 1998 (as
from time to time amended, supplemented or otherwise modified, the "Note
Purchase Agreement"), among the Company, the purchasers listed on Exhibit A
thereto and Appaloosa Management, L.P., as Collateral Agent. Each holder of
this Note will be deemed, by its acceptance hereof, to have made the
representations set forth in Sections 3.1, 3.2 and 3.3 of the Note Purchase
Agreement and to have agreed to be bound by the restrictions on transfer
set forth in Section 11.11 of the Note Purchase Agreement.
This Note is a registered note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such xxxxxx's attorney
duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person
in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not
be affected by any notice to the contrary or held liable for allocations of
income, losses, gains, deductions or credits, which are made in good faith
to such registered holder.
The Company will make required payment of principal, at the
Maturity Date, on March 31, 1999 or September 1, 2000, as specified herein
and in the Note Purchase Agreement. This Note is also subject to optional
and mandatory prepayments, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.
The Company's obligations under this Note and the Note Purchase
Agreement are secured by a security interest in certain assets of the
Company pursuant to the Security Agreement and by a security interest in
certain assets of certain of the Company's Subsidiaries pursuant to the
Guarantee and Security Agreement (each, as defined in the Note Purchase
Agreement).
The Company's obligations under this Note and the Note Purchase
Agreement are guaranteed by certain of the Company's Subsidiaries (as
defined in the Note Purchase Agreement) under a Guarantee and Security
Agreement and a Guarantee Agreement (each, as defined in the Note Purchase
Agreement).
If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Premium) and with the effect provided in the Note
Purchase Agreement.
THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE, THE NOTE
PURCHASE AGREEMENT, THE SECURITY AGREEMENT, THE GUARANTEE AND SECURITY
AGREEMENT, THE GUARANTEE AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT (AS
DEFINED IN THE NOTE PURCHASE AGREEMENT).
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW
YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD
REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH
STATE.
IF ANY ACTION, PROCEEDING OR LITIGATION SHALL BE BROUGHT BY THE HOLDER OF
THIS NOTE IN ORDER TO ENFORCE ANY RIGHT OR REMEDY UNDER THIS NOTE, THE
COMPANY HEREBY CONSENTS AND WILL SUBMIT, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO SUBMIT, TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION SITTING WITHIN THE AREA COMPRISING THE SOUTHERN
DISTRICT OF NEW YORK. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING, BUT NOT LIMITED TO, ANY OBJECTION TO THE LAYING OF VENUE OR
BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION, PROCEEDING OR LITIGATION IN SUCH
JURISDICTION.
INAMED CORPORATION
By:
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Name:
Title:
