Form



LETTER WAIVER
Dated as of August 14, 2003














To the banks, financial institutions

and other institutional lenders

(collectively, the "Lenders")

parties to the Credit Agreement

referred to below and to Bank of America,

as administrative agent (the "Administrative Agent") for the Lenders


Ladies and Gentlemen:

We refer to the Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 thereto dated as of December 16, 2002 and Amendment No. 2 thereto dated as of April 3, 2003 (such Credit Agreement, as so amended, the "Credit Agreement") among the undersigned and you.  Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.

We hereby request that you waive, solely with respect to the French Sale (as defined below), the requirements of Section 5.02(e)(v)(D) of the Credit Agreement.  As used in this Letter Waiver, the term "French Sale" means the sale, transfer or other disposition, in one transaction or series of related transactions, by the Company of those assets and properties constituting its generic pharmaceutical business conducted in France (the "Subject Property").  It is understood and agreed that all Net Cash Proceeds received by or on behalf of the Company in respect of the French Sale will be applied by the Company pursuant to Section 2.06(b) of the Credit Agreement within five Business Days of receipt to prepay an aggregate principal amount of the Advances equal to 100% of Net Cash Proceeds so received.  In order to effect the French Sale, we also hereby request that you release the Subject Property from any liens and security interests created and evidenced by the Collateral Documents.  In connection with this request, we hereby certify that no Default has occurred and that, except with respect to Section 5.02(e)(v)(D) of the Credit Agreement, which is the subject of this Letter Waiver, the sale of the Subject Property is in compliance with the Loan Documents.

We also hereby request that any and all interest rate Hedge Agreements permitted under Article V of the Credit Agreement that are entered into on and after the date hereof by and between any Loan Party and any Hedge Bank constitute "Secured Hedge Agreements" for all purposes of the Credit Agreement and the other Loan Documents.

We hereby agree that, upon the effectiveness of this Letter Waiver, the Swing Line Facility shall be reduced from $50,000,000 to $35,000,000.

This Letter Waiver shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Waiver executed by us and the Required Lenders and the Swing Line Bank or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Waiver, and the consent attached hereto executed by each Grantor.  This Letter Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

The Credit Agreement, the Notes and each of the other Loan Documents, except to the extent of the waiver specifically provided above, 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.  The execution, delivery and effectiveness of this Letter Waiver 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.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning (i) one counterpart of this waiver by fax to Cissie Abraham, Shearman & Sterling LLP (telephone 212-848-8598, fax 646-848-8598) no later than noon on August 14, 2003 and (ii) two original counterparts of this waiver to Cissie Abraham, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, at your earliest convenience.

This Letter Waiver 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 one and the same agreement.  Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver.

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


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Very truly yours,

ALPHARMA INC.

By:/s/ Albert N. Marchio, II

Title:Vice President and Treasurer













Agreed as of the date first above written:

BANK OF AMERICA, N.A.,

as Administrative Agent, as Swing Line Bank and as Lender

By:/s/ Joseph L. Corah

Title:Principal


Agreed as of the date first above written:


	
BANK OF AMERICA, N.A.

By:  /s/ Joseph L. Corah

Title:    Principal
	
BNP PARIBAS

By:  /s/ Richard Pace

Title:  Director



By:  /s/ Shayn P. March

Title:  Vice President

	
BNP PARIBAS, OSLO BRANCH

By:  /s/ Jean-Claude Helle

Title:  General Manager
	
CANADIAN IMPERIAL BANK OF COMMERCE

By:  /s/ John F. Burke

Title:    Authorized Signatory

	
CITICORP USA, INC.

By:  /s/ Allen Fisher

Title:    Vice President
	
DEN NORSKE BANK ASA

By:  /s/ Terje Turnes

Title:   General Manager

	
FLEET NATIONAL BANK

By:  /s/ Virginia C. Stelzenthaler

Title:    Managing Director
	
HSH NORDBANK COPENHAGEN BRANCH

By:  /s/ Steffen E. Andersen

Title:    



By:  /s/ Finn Bergmann

Title:    

	
IKB CAPITAL CORPORATION

By:  /s/ David Snyder

Title:    President
	
NATIONAL CITY

By:  /s/ Michael A. Moose

Title:    Account Officer

	
UNION BANK OF NORWAY

By:  /s/ Sven Hove

Title:    General Manager
	 




	
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

	
AMARA 2 FINANCE, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
APEX (Trimaran) CDO I, LTD.

By:/s/ David M. Millison

Title:  Managing Director

	
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 1996-1 LTD.

By:/s/ Alan Corkish

Title:  Director
	
BLACK DIAMOND CLO 2000-1 LTD.

By:/s/ Alan Corkish

Title:  Director

	
BLACK DIAMOND INTERNATIONAL FUNDING, LTD

By: /s/ Alan Corkish

Title:   Director
	
CHARTER VIEW PORTFOLIO

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
DENALI CAPITAL CLO I, LTD

By: /s/ John P. Thacker

Title:   Chief Credit Officer
	
DENALI CAPITAL CLO II, LTD

By: /s/ John P. Thacker

Title:   Chief Credit Officer

	
DENALI CAPITAL CLO III, LTD

By: /s/ John P. Thacker

Title:   Chief Credit Officer
	
DIVERSIFIED CREDIT PORTFOLIO LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
FLAGSHIP CLO 2001-1

By: /s/ Colleen Cunliffe

Title:   Director
	
FLAGSHIP CLO II

By: /s/ Colleen Cunliffe

Title:   Director

	
INVESCO CBO 2000-1 LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
SAGAMORE CLO LTD.

By:  /s/ Thomas H.B. Ewald

Title:    Authorized Signatory

	
SEQUILS-LIBERTY, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
TRS I LLC

By:/s/ Alice L. Wagner

Title:  Vice President

	
VAN KAMPEN CLO I, LIMITED

By: /s/ Christina Jamieson

Title:   Vice President
	
VAN KAMPEN CLO II, LIMITED

By: /s/ Christina Jamieson

Title:   Vice President

	
VAN KAMPEN SENIOR INCOME TRUST

By: /s/ Christina Jamieson

Title:   Vice President
	
VAN KAMPEN SENIOR LOAN FUND

By: /s/ Christina Jamieson

Title:   Vice President





 

CONSENT
Dated as of August 14, 2003















Each of the undersigned, as grantors under the Collateral Documents to which each is a party and 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 Letter Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Letter Waiver, 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 Letter Waiver, 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 modified by such Letter Waiver, and (b) each of the Collateral Documents to which such Grantor 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/ John W. LaRocca 

Title:    Assistant 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/ Robert F. Wrobel

Title:    Secretary

PUREPAC PHARMACEUTICAL CO.

By:  /s/ Robert F. Wrobel

Title:    Secretary

ALPHARMA INVESTMENT INC.

By:  /s/ Robert F. Wrobel

Title:    Secretary