Form





 

 

AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT 1


Dated as of December 16, 2002















AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among ALPHARMA INC., a Delaware corporation ("Holdings"), the banks, financial institutions and other lenders party hereto, and BANK OF AMERICA, as administrative agent and collateral agent (the "Administrative Agent"), as parties to the Credit Agreement  referred to below.

PRELIMINARY STATEMENTS:


	Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
	Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.


	Amendments to Credit Agreement

.  The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended as follows:

(a)Article I is amended by adding the following new terms in alphabetical order:

"Amendment No. 1 Effective Date" means the date on which Amendment No. 1 to the Credit Agreement, dated as of December 16, 2002, among Holdings, the Administrative Agent and the Required Lenders, becomes effective pursuant to Section 3 thereof.

"Specified Restructurings" means the (i) closing of the Alpharma Animal Health Company facilities located in Hannibal, Missouri, Lowell, Arkansas, Parkville, Australia and Wrightstown, New Jersey and related employee headcount reductions and (ii) employee headcount reductions of approximately 160 positions, with notifications thereof expected to occur by the end of March 31, 2003. 

______________________

(1)     INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 

"Specified Sales" means the sale, licensing, transfer or other disposition of one or more of the following from time to time: (i) all or any portion of the Equity Interests, properties and assets related to the manufacture and sale of the "Norgeplaster" adhesive bandage business, (ii) all or any portion of the Equity Interests, properties and assets related to the manufacture and sale of the Norwegian vitamin business, (iii) all or any portion of rights or interests related to the ********* business, (iv) all or any portion of rights or interests related to the ******* business and (v) all or any portion of any land and facilities or other assets in connection with the Specified Restructurings.

(b)The definition of "Consolidated EBITDA" in Article I is amended by (i) inserting after clause (j) therein the following new clause to read as follows:

"plus (k) all cash expenses and charges up to a maximum aggregate amount of $25,000,000 of Holdings or any of its Subsidiaries incurred in connection with the Specified Restructurings",

and (ii) relabeling existing clause (k) as new clause (l).

(c)The definition of "Debt Securities" in Article I is amended by inserting at the end thereof the following new clause to read as follows:

"; provided that convertible subordinated notes of the Company, with (i) a cash interest rate not in excess of 12% per annum, (ii) a maturity date occurring no sooner than December 15, 2009, (iii) financial and other operating covenants less restrictive by a factor of 10% than those contained in this Agreement and (iv) no additional or more restrictive defaults, required prepayment, required redemption or other similar terms more restrictive on, or less favorable to, the Company than those contained in this Agreement, shall be considered "Debt Securities" for all purposes of this Agreement".

(d)The definition of "Fixed Charge Coverage Ratio" in Article I is amended by deleting the phrase "for the most recently completed Measurement Period" in clause (v) thereof and substituting therefor the phrase "during the most recently completed Measurement Period".

(e)Section 2.06(b)(ii) is amended by inserting at the end of the second sentence thereof a new clause to read as follows:

"; provided that 100% of the Net Cash Proceeds from the Specified Sales shall, to the extent such Specified Sales are permitted by, and only by, Section 5.02(e)(v), be applied by the Company, subject to Section 2.06(b)(viii), within ten (10) Business Days of receipt by Holdings or any of its Subsidiaries from time to time to prepay an aggregate principal amount of the Advances equal to 100% of such Net Cash Proceeds so received (it being understood that such sales shall, in addition to the other requirements for such sales specified in Section 5.02(e)(v),  in each case be consummated on commercially reasonable terms as determined by the Company)." 

(f)Section 2.11(d) is amended by deleting the words "Eurodollar Rate" which appear in the proviso thereof. 

(g)Section 5.02(e)(v) is amended by inserting at the end thereof a new clause to read as follows:

"; provided that the Specified Sales may be made without giving effect to the $5,000,000 or $10,000,000 limitations specified in this clause (v) and such limitations shall be calculated excluding the Specified Sales".

(h)Section 5.02(j) is amended by inserting after clause (vi) the following new clauses "(vii) and (viii)" to read as follows: 

"(vii) prepayment of the three local currency loans provided to Alpharma AS by Union Bank of Norway, Nordic Investment Bank and Statens nærings-og distriksutviklingsfond, in the aggregate principal amount of approximately $7,702,000, through the use of a borrowing by Alpharma AS under its existing $30,000,000 multicurrency credit facility (it being understood that in connection with such prepayments, the Company will concurrently optionally prepay $7,500,000 of Term Advances pursuant to Section 2.06(a)) and (viii) prepayment of the industrial revenue bonds issued with respect to properties located in Baltimore, Maryland and Lincolnton, North Carolina (it being understood that the Company will otherwise comply with the requirements specified in Section 5.01(r)(D) in connection with the prepayment of such industrial revenue bonds)".

(i)Section 5.03 is amended by adding to the end thereof the following new clause "(r)" to read as follows:

"(r) Certain FDA Reports.  (i) Promptly after the same becomes available to the Company, with respect to each manufacturing facility of Holdings or its Subsidiaries located in the United States: (A) all warning letters alleging violations of FDA regulatory requirements at such manufacturing facility and (B) all inspectional observations recorded on a Form FD 483 and issued by the FDA at the conclusion of any FDA inspections of such facility (other than pre-approval inspections and post-approval inspections) that would be required to be publicly disclosed by the Company in a filing with the Securities and Exchange Commission and (ii) promptly after the sending or filing thereof, all written responses to the FDA by or on behalf of Holdings or its Subsidiaries concerning alleged violations of FDA regulatory requirements contained in warning letters or Form FD 483s referred to in the foregoing clause (i) of this Section 5.03(r)."

(j)Section 5.04(e) is amended by adding to the end thereof the following new clause to read as follows:

"less (iv) an amount equal to the lesser of (A) $75,000,000 and (B) the amount of all Consolidated cash and non-cash charges of Holdings and its Subsidiaries taken for the Fiscal Quarter ended December 31, 2002." 

	Fees

.  On the date hereof, Holdings shall pay to the Administrative Agent, for the benefit of each Lender that executes this Amendment by no later than 5:00 PM (New York time) on Monday, December 16, 2002, an upfront fee equal to 0.05% of the aggregate Commitments of each such Lender under the Credit Agreement as of the date hereof (without giving effect to the Commitment reduction specified in Section 4 hereof).

	Conditions of Effectiveness

.  This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Holdings and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and Section 1 of this Amendment shall become effective when and only when the Administrative Agent shall have received (a) the fees specified in Section 2 hereof, and payment of all other accrued fees and expenses of the Administrative Agent (including the reasonable accrued fees and expenses of counsel to the Administrative Agent invoiced on or prior to the date hereof) and (b) all of the following documents, each such document dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in form and substance satisfactory to the Administrative Agent:

	Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than Holdings); 
	Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby;
	A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 5 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default.




	Revolving Credit Commitment Reduction

.  On the Amendment No. 1 Effective Date, the Revolving Credit Commitments shall be automatically and permanently reduced, on a Pro Rata basis, by $150,000,000 in the aggregate.

	Representations and Warranties of Holdings

.  Holdings hereby represents and warrants as follows:

	Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.
	The execution, delivery and performance by each Loan Party of this Amendment and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not (i) contravene such Person's Constitutive Documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Collateral Documents,  result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.
	No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent.
	This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto.  This Amendment and the Consent are legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective terms.
	There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or enforceability of this Amendment or the Consent, or the consummation of any of the transactions contemplated hereby.
	The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documents.



	Reference to and Effect on the Loan Documents

.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.


	The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment,  are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
	The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.





	Costs, Expenses

.  The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.  

	Execution in Counterparts

.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.  

	Governing Law

.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


[remainder of this page intentionally left blank]



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 
ALPHARMA INC.

By:/s/ Matthew Farrell

Title:  Executive Vice President, Finance

and Chief Financial Officer


 

BANK OF AMERICA, N.A., 

  as Administrative Agent and Lender

By:/s/ Joseph L. Corah

Title:  Principal
















Agreed as of the date first above written:

	
BNP PARIBAS

By:/s/ Shayn March

Title: Vice President



By:/s/ Stephanie Rogers

Title:  Vice President

	
BNP PARIBAS, OSLO BRANCH

By:/s/ Cecilia Stenkula

Title:  General Manager



By:/s/ Mikkel A. Vogt

Title:  General Manager - Corporate

	
CIBC, INC.

By:/s/ Lindsay Gordon

Title:  Executive Director
	
CITICORP USA, INC.

By:/s/ Allen Fisher|

Title:  Vice President


	
DEN NORSKE BANK

By:/s/ Philip F. Kurpiewski

Title:  First Vice President
	
FLEET NATIONAL BANK

By:/s/ Roger Boucher

Title:  


	
IKB CAPITAL CORPORATION

By:/s/ David Snyder

Title:  President
	
LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE, COPENHAGEN BRANCH

By:/s/ Finn Bergman

Title:

By:/s/ Steffen Andersen

Title:

	
NATIONAL CITY BANK

By:/s/ Kevin M. Knopf

Title:  Assistant Vice President
	
UNION BANK OF NORWAY

By:/s/ Terje Straume

Title:  General Manager





	
ADDISON CDO, LIMITED (#1279)

By:/s/ Mohan V. Phansalkar

Title:  Executive Vice President

	
AERIES FINANCE-II LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
AIM FLOATING RATE FUND

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
ALLIANCE CAPITAL FUNDING, L.L.C.

By:/s/ Teresa McCarthy

Title:  Vice President

	
ALLSTATE LIFE INSURANCE COMPANY

By:/s/ Chris Goergen

Title:  Authorized Signatory

By:/s/ Jerry D. Zinkula

Title:  Authorized Signatory

	
AMARA 2 FINANCE, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
AMERICAN EXPRESS CERTIFICATE COMPANY

By:/s/ Steven B. Staver

Title:  Managing Director
	
AMMC CDO II, LIMITED

By:/s/ David P. Meyer

Title:  Vice President


	
ANTARES CAPITAL CORPORATION

By:/s/ David Mahon

Title:  Director
	
ANTARES FUNDING TRUST

By:/s/ Leslie Hundley

Title:  Officer

	
APEX (Trimaran) CDO I, LTD.

By:/s/ David M. Millison

Title:  Managing Director

	
ARCHIMEDES FUNDING III, LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President

	
ARCHIMEDES FUNDING IV (CAYMAN), LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President

	
ATHENA CDO, LIMITED (#1277)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
AVALON CAPITAL LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
AVALON CAPITAL LTD. 2

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
BLACK DIAMOND CLO 1998-1 LTD.

By:/s/ Alan Corkish

Title:  Director
	
BLACK DIAMOND CLO 2000-1 LTD.

By:/s/ Alan Corkish

Title:  Director


	
BRYN MAWR CLO, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President
	
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (#2980)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
CAPTIVA III FINANCE LTD. (ACCT. 275)

By:/s/ David Dyer

Title:  Director

	
CAPTIVA IV FINANCE LTD. (ACCT. 1275)

By:/s/ David Dyer

Title:  Director

	
CATALINA CDO LTD. (#1287)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
CENTURION CDO II, LTD.

By:/s/ Steven B. Staver

Title:  Managing Director

	
CENTURION CDO VI, LTD.

By:/s/ Steven B. Staver

Title:  Managing Director

	
CERES II FINANCE LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
CHARTER VIEW PORTFOLIO

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.

By:/s/ Matthew J. McInerny

Title:  Investment Officer


	
CLYDESDALE CLO 2001-1, LTD.

By:/s/ Elizabeth MacLean

Title:  Vice President

	
COLUMBUS LOAN FUNDING, LTD.

By:/s/ Matthew J. McInerny

Title:  Investment Officer

	
CONTINENTAL CASUALTY COMPANY

By:/s/ Marilou R. McGirr

Title:  Vice President
	
DELANO COMPANY (#274)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President


	
DIVERSIFIED CREDIT PORTFOLIO LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
ENDURANCE CLO I, LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President


	
FIDELITY ADVISOR SERIES II

By:/s/ Francis V. Knox, Jr.

Title:
	
FRANKLIN CLO I, LIMITED

By:/s/ Richard D'Addario

Title:  Senior Vice President


	
FRANKLIN CLO II, LIMITED

By:/s/ Richard D'Addario

Title:  Senior Vice President

	
FRANKLIN FLOATING RATE DAILY ACCESS FUND

By:/s/ Richard D'Addario

Title:  Senior Vice President

	
FRANKLIN FLOATING RATE MASTER SERIES

By:/s/ Richard D'Addario

Title:  Senior Vice President

	
FRANKLIN FLOATING RATE TRUST

By:/s/ Richard D'Addario

Title:  Senior Vice President

	
GALAXY CLO 1999-1, LTD.

By:/s/ Steven S. Oh

Title:  Authorized Signatory

	
HARBOURVIEW CDO II, LTD, FUND

By:/s/ Bill Campbell

Title:  Manager

	
HARBOURVIEW CLO IV, LTD, FUND

By:/s/ Bill Campbell

Title:  Manager

	
IDS LIFE INSURANCE COMPANY

By:/s/ Steven B. Staver

Title:  Managing Director

	
ING INVESTMENTS, LLC

By:/s/ Michel Prince

Title:  Vice President

	
ING PRIME RATE TRUST

By:/s/ Michel Prince

Title:  Vice President

	
ING SENIOR INCOME FUND

By:/s/ Michel Prince

Title:  Vice President

	
INVESCO CBO 2000-1 LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
J.H. WHITNEY MARKET VALUE FUND, L.P.

By:/s/ Marc S. Diagonale

Title:  Authorized Signatory

	
JISSEKIKUN FUNDING, LTD. (#1288)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
KATONAH I, LTD.

By:/s/ Ralph Della Rocca

Title:  Authorized Officer

	
KATONAH II, LTD.

By:/s/ Ralph Della Rocca

Title:  Authorized Officer

	
KATONAH III, LTD.

By:/s/ Ralph Della Rocca

Title:  Authorized Officer

	
KZH CNC LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH CYPRESSTREE-1 LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH ING-2 LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH RIVERSIDE LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH SOLIEL LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH SOLIEL-2 LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
KZH STERLING LLC

By:/s/ Anthony Iarrobino

Title:  Authorized Agent

	
LONG LANE MASTER TRUST IV

By:/s/ Darcey Bartel

Title:  Director

	
MAGMA CDO LTD.

By:/s/ Kaitlin Trinh

Title:  Fund Controller

	
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.

By:/s/ Michel Prince

Title:  Vice President

	
MONUMENT CAPITAL LTD.

By:/s/ Teresa McCarthy

Title:  Vice President

	
MORGAN STANLEY PRIME INCOME TRUST

By:/s/ Peter Gewirtz

Title:  Vice President

	
NEMEAN CLO, LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President

	
NEW ALLIANCE GLOBAL CDO, LIMITED

By:/s/ Teresa McCarthy

Title:  Vice President

	
NOMURA BOND AND LOAN FUND

By:/s/ Elizabeth MacLean

Title:  Vice President

	
OPPENHEIMER SENIOR FLOATING RATE FUND

By:/s/ Bill Campbell

Title:  Manager

	
ORIX FINANCE CORP. I

By:/s/ Sheppard H.C. Davis, Jr.

Title:  Authorized Representative

	
ORYX CLO, LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President

	
PILGRIM CLO 199-1 LTD.

By:/s/ Michel Prince

Title:  Vice President

	
PROTECTIVE LIFE INSURANCE COMPANY

By:/s/ Diane S. Griswold

Title:  AVP

	
PRUDENTIAL SERIES FUND INCORPORATED (#1241)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
PVIT HIGH YIELD BOND PORTFOLIO (#686)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
ROSEMONT CLO, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President

	
ROYALTON COMPANY (#280)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
SAN JOAQUIN CDO I LIMITED (#1282)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
SEABOARD CLO 2000 LTD.

By:/s/ Sheppard H.C. Davis, Jr.

Title:  Authorized Representative

	
SEQUILS - CENTURION V, LTD.

By:/s/ Steven B. Staver

Title:  Managing Director

	
SEQUILS - CUMBERLAND I, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President

	
SEQUILS-ING I (HBDGM), LTD.

By:/s/ Helen Rhee

Title:  Senior Vice President

	
SEQUILS-LIBERTY, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
SEQUILS-MAGNUM, LTD. (#1280)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
SMOKY RIVER CDO, L.P.

By:/s/ Melissa Marano

Title:  Director

	
SUMITOMO TRUST & BANKING CO., LTD.

By:/s/ Elizabeth A. Quirk

Title:  Vice President

	
SUNAMERICA LIFE INSURANCE COMPANY

By:/s/ Steven S. Oh

Title:  Authorized Agent

	
THE TRAVELERS INSURANCE

By:/s/ Matthew J. McInerny

Title:  Investment Officer

	
TRITON CBO III, LIMITED

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
US HIGH YIELD BOND FUND I (#1402)

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
VAN KAMPEN CLO I, LIMITED

By:/s/ Brad Langs

Title:  Vice President

	
VAN KAMPEN CLO II, LIMITED

By:/s/ Brad Langs

Title:  Vice President

	
VAN KAMPEN PRIME RATE INCOME TRUST

By:/s/ Brad Langs

Title:  Vice President

	
VAN KAMPEN SENIOR FLOATING RATE FUND

By:/s/ Brad Langs

Title:  Vice President

	
VAN KAMPEN SENIOR INCOME TRUST

By:/s/ Brad Langs

Title:  Vice President
	 




CONSENT
Dated as of December 16, 2002
















Each of the undersigned, as Guarantors under, as applicable, the (i) Parent Guaranty dated as of October 5, 2001, (ii) Subsidiary Guaranty dated as of October 5, 2001 or (iii) Subsidiary Guaranty dated as of December 26, 2001, in each case in favor of the Secured Parties referred to therein (collectively, the "Guaranty"), hereby consents to the foregoing Amendment and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Amendment, the Guaranty  is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Amendment, and (b) each of the Collateral Documents to which such Guarantor is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Secured Obligations (in each case, as defined therein).

ALPHARMA OPERATING CORPORATION


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA USPD INC. 


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA U.S. INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

BARRE PARENT CORPORATION


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

 

 

 

G.F. REILLY COMPANY


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

PARMED PHARMACEUTICALS, INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA EURO HOLDINGS INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA (BERMUDA) INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA USHP INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA US PHARMACEUTICAL LLC


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA ANIMAL HEALTH COMPANY


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

 

 

MIKJAN CORPORATION


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA NW INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

NMC LABORATORIES, INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

US ORAL PHARMACEUTICALS PTY LTD


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

FAULDING HOLDINGS INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

FAULDING PHARMACEUTICALS INC.


 

By:/s/ John W. LaRocca

Title:  Assistant Secretary


 

POINT HOLDINGS INC.


 

By:/s/ John W. LaRocca

Title:  Assistant Secretary


 

 

 

PUREPAC PHARMACEUTICAL HOLDINGS INC.


 

By:/s/ Robert F. Wrobel

Title:  Secretary


 

FAULDING LABORATORIES INC.


 

By:/s/ John W. LaRocca

Title:  Assistant Secretary


 

PUREPAC PHARMACEUTICAL CO.


 

By:/s/ John W. LaRocca

Title:  Assistant Secretary