APPALOOSA MANAGEMENT L.P.
00 Xxxx X. Xxxxxxx Xxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
July 2, 1997
Inamed Corporation
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xx. Xxxxxx XxXxxx, President
Santa Xxxxxxx Bank & Trust, Trustee
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Jay Xxxxxx Xxxxx, Esq.
Gentlemen:
Reference is made to: (i) the Indenture between Inamed Corporation (the
"Company") and Santa Xxxxxxx Bank and Trust, as Trustee (the "Trustee"), dated
as of January 2, 1996, as amended (the "Indenture"); (ii) the Notice of Default,
dated June 10, 1997, from Appaloosa Management L.P. ("Appaloosa") to the Company
and the Trustee (the "Notice of Default"); and (iii) the Consent and Waiver,
between the Company and certain Holders of Securities, being delivered
simultaneously herewith in connection with the Indenture (the "Consent and
Waiver"). Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Indenture.
The undersigned (collectively, the "Appaloosa Partnerships")
collectively hold in excess of 50% in principal amount of the Outstanding
Securities. The Appaloosa Partnerships are hereby withdrawing the Notice of
Default in consideration of the execution and delivery simultaneously herewith
of (i) the Consent and Waiver, (ii) the Second Supplemental Indenture to the
Indenture, (iii) the Warrant Agreement between the Company and U.S. Stock
Transfer Corporation as Warrant Agent, (iv) the letter of the Company to
Appaloosa, dated the date hereof, and (v) the Standstill Agreement, dated as of
the date hereof, between the Company and Appaloosa. The foregoing withdrawal
shall be deemed to be effective as of June 10, 1997 and, accordingly, the Notice
of Default shall be void ab initio.
Very truly yours,
Appaloosa Investment Limited
Partnership I
By: Appaloosa Management L.P.,
its general partner
By: Appaloosa Partners Inc.
By: /s/ XXXXX X. XXXXX
--------------------------
Xxxxx X. Xxxxx, VP
Xxxx L.P.
Appaloosa Management L.P.,
its General Partner
By: Appaloosa Partners Inc.
By: /s/ XXXXX X. XXXXX
-----------------------------
Xxxxx X. Xxxxx, XX
Xxxxxxxx Fund Ltd.
Appaloosa Management L.P.,
its General Partner
By: Appaloosa Partners Inc.
By: /s/ XXXXX X. XXXXX
------------------------------
Xxxxx X. Xxxxx, VP
cc: X.X. Xxxxxxx, Esq.
Xxxx Xxxxx, Esq.
-2-
