CREDIT AGREEMENT

CREDIT AGREEMENT dated as of October 5, 2001 among ALPHARMA OPERATING CORPORATION, a Delaware corporation (the "***Company*"), ALPHARMA USPD INC., a Maryland corporation ("***Alpharma USPD*"), ALPHARMA INC., a Delaware corporation ("***Holdings*"), the other Subsidiaries of the Company as shall become party hereto as provided hereunder (collectively with Alpharma USPD, the "***Subsidiary Borrowers*", the Subsidiary Borrowers and the Company, individually, a "***Borrower*" and collectively, the "***Borrowers*"), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF under the caption "Initial Lenders" (the "***Initial Lenders*") and the other banks, financial institutions and lenders from time to time party hereto, BANK OF AMERICA, N.A. ("***Bank of America*") as the initial issuer of Letters of Credit (as hereinafter defined) hereunder (the "***Initial Issuing Bank*") and BANK OF AMERICA, as the provider of the Swing Line Facility (as hereinafter defined) hereunder (the "***Swing Line Bank*"), FLEET NATIONAL BANK ("***Fleet*"), as Syndication Agent (the "***Syndication Agent*"), DEN NORSKE BANK ("***DnB*") and UNION BANK OF NORWAY ("***UBN*"), as Co-Documentation Agents (the "***Co-Documentation Agents*"), BANC OF AMERICA SECURITIES LLC ("***BAS*"), as the lead arranger and book manager (the "***Lead Arranger*") for the Facilities (as hereinafter defined) hereunder, and BANK OF AMERICA, as the administrative and collateral agent (together with any successor thereto appointed pursuant to Article VII, the "***Administrative Agent*") for the Lender Parties (as hereinafter defined).**PRELIMINARY STATEMENTS:**
(1)	Oral Pharmaceuticals Acquisition Corp. ("***PartnerCo*"), a newly formed Delaware corporation and direct wholly-owned Subsidiary of the Company, was organized to acquire control of all of the assets relating to the Oral Pharmaceuticals Business (as hereinafter defined) of F.H. Faulding & Co Limited, a corporation organized under the laws of Australia (hereinafter referred to as "***Target*"; and such acquired business hereinafter referred to as the "***Acquired Business*") as part of a transaction in which Mayne Nickless Limited, a publicly traded Australian corporation (hereinafter referred to as "***BidCo Parent*") formed Mayne Nickless Health Logistics Pty Limited, a direct wholly-owned Australian Subsidiary (hereinafter referred to as "***BidCo*") which made an offer to acquire through a tender offer all of the shares of Target's capital stock (such acquisition of 100% of Target's capital stock being herein referred to as the "***Acquisition*").
(2)	Prior to the date of this Agreement, all of the shares of capital stock of each direct Subsidiary of Holdings has been reorganized (the "***Reorganization*") such that the Company owns directly or indirectly all of the shares of capital stock of the Subsidiaries of Holdings (other than the Company).
(3)	On or prior to the date of this Agreement, A.L. Industrier AS ("***ALI*"), the parent company of Holdings has surrendered approximately $67,850,000 in aggregate principal amount of Holding's 5.75% senior convertible subordinated debentures due 2005 held by it in exchange for approximately 2,372,897 shares of Class B common stock  of Holdings (hereinafter referred to as the "***ALI Subordinated Note Exchange*").
(4)	Upon the Offers being declared unconditional in all respects and free from the conditions specified in the Offer Terms and upon BidCo becoming the owner of 100% of Target's outstanding capital stock, BidCo Parent shall reorganize the assets of Target such that BidCo's sole asset is the Acquired Business.

(5)	The Company and Holdings have each requested the Lender Parties lend the Borrowers up to $900,000,000:  (i) to fund the Parent Loan and to provide the Tender Offer L/C in connection in each case with the acquisition of the Acquired Business by the Company; (ii) to pay fees and expenses incurred in connection with the Transaction; (iii) to refinance certain Existing Debt of Holdings and its Subsidiaries; and (iv) to provide ongoing working capital and for other general corporate purposes of the Company and its Subsidiaries.  The Lender Parties have indicated their willingness to lend such amounts on the terms and conditions of this Agreement.
**NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:
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