$225,000,000

                        CREDIT AGREEMENT

                           dated as of

                          May 2, 2000,

                              among

                       ALPHARMA U.S. INC.,

                          as Borrower,

                         ALPHARMA INC.,

                      as Parent Guarantor,

             THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                    as Subsidiary Guarantors

                     THE BANKS NAMED HEREIN,

                            as Banks,

                   FIRST UNION NATIONAL BANK,

                    as Administrative  Agent,

                          SUMMIT BANK,

                      as Syndication Agent,

                      DEN NORSKE BANK ASA,

                     as Documentation Agent

                               and

                    UNION BANK OF NORWAY AND

                  FIRST UNION SECURITIES, INC.,

                         as Co-Arrangers


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS                      1
      1.1  DEFINED TERMS                                       1
      1.2  COMPUTATION OF TIME PERIODS                        20
      1.3  ACCOUNTING TERMS                                   20
      1.4  ADDITIONAL DEFINITIONS                             20

ARTICLE II AMOUNT AND TERMS OF THE LINE OF CREDIT LOANS        20
      2.1  THE LINE OF CREDIT LOANS                           20
      2.2  MAKING THE LINE OF CREDIT LOANS                    22
      2.3  MATURITY OF THE LINE OF CREDIT LOAN                24
      2.4  MANDATORY PREPAYMENTS                              25
      2.5  CONVERSION OF LINE OF CREDIT LOANS TO TERM LOANS   26
      2.6  SYNDICATION OF PERMANENT CREDIT FACILITY           26
      2.7  REPAYMENT OF THE LOANS SUBSEQUENT TO CONVERSION    26

ARTICLE III SECURITY                                           27
      3.1  GRANTING OF SECURITY                               27
      3.2  SECURITY EVENTS                                    29

ARTICLE IV INTEREST, FEES, ETC.                                30
      4.1  INTEREST PERIOD ELECTION                           30
      4.2  INTEREST RATE; PAYMENT OF INTEREST                 31
      4.3  INTEREST RATE DETERMINATION AND PROTECTION         32
      4.4  PREPAYMENTS OF EURODOLLAR LOANS                    34
      4.5  AGENTS' FEE                                        34
      4.6  INCREASED COSTS                                    34
      4.7  ILLEGALITY                                         36
      4.8  CAPITAL ADEQUACY                                   36
      4.9  PAYMENTS AND COMPUTATIONS                          37
      4.10 SHARING OF PAYMENTS, ETC                           41

ARTICLE V CONDITIONS OF LENDING                                42
      5.1  CONDITIONS PRECEDENT TO THE MAKING OF THE
           INITIAL LOANS                                      42
      5.2  CONDITIONS PRECEDENT TO THE MAKING OF EACH LOAN    45

ARTICLE VI REPRESENTATIONS AND WARRANTIES                      46
      6.1  CORPORATE EXISTENCE                                46
      6.2   CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
           OBLIGATIONS                                        46
      6.3  TAXES                                              47
      6.4  FINANCIAL INFORMATION                              48
      6.5  LITIGATION                                         48
      6.6  MARGIN REGULATIONS                                 49
      6.7  ERISA                                              49
      6.8  NO DEFAULTS                                        50
      6.9  INVESTMENT COMPANY ACT                             50
      6.10 INSURANCE                                          50
      6.11 ENVIRONMENTAL PROTECTION                           50
      6.12 REGULATORY MATTERS                                 50
      6.13 TITLE AND LIENS                                    51
      6.14 COMPLIANCE WITH LAW                                51
      6.15 TRADEMARKS, COPYRIGHTS, ETC.                       51
      6.16 DISCLOSURE                                         51
      6.17 SUBSIDIARIES                                       52
      6.18 SENIOR DEBT STATUS                                 52
      6.19 YEAR 2000                                          52
      6.20 SECURITY INTERESTS                                 52
      6.21 CORPORATE HEADQUARTERS                             53

ARTICLE VII AFFIRMATIVE COVENANTS                              53
      7.1  INCORPORATION OF UBN CREDIT AGREEMENT COVENANTS    53
      7.2  USE OF PROCEEDS; ACQUISITION                       54
      7.3  DELIVERY OF MORTGAGES AND RELATED DOCUMENTS        54
      7.4  ADDITIONAL SUBSIDIARY GUARANTIES                   55
      7.5  ADDITIONAL PLEDGES                                 55
      7.6  ADDITIONAL COLLATERAL DOCUMENTS                    55

ARTICLE VIII NEGATIVE COVENANTS                                56
      8.1  INCORPORATION OF UBN CREDIT AGREEMENT COVENANTS    56
      8.2  ADDITIONAL RESTRICTIONS ON ACQUISITIONS            56
      8.3  LOAN CONVERSION COVENANTS                          56

ARTICLE IX EVENTS OF DEFAULT                                   59
      9.1  EVENTS OF DEFAULT                                  59

ARTICLE X THE ADMINISTRATIVE AGENT                             63
      10.1 AUTHORIZATION AND ACTION                           63
      10.2 THE ADMINISTRATIVE AGENT'S RELIANCE, ETC.          63
      10.3 FIRST UNION NATIONAL BANK                          64
      10.4 BANK CREDIT DECISION                               64
      10.5 DETERMINATIONS UNDER SECTIONS 5.1 AND 5.2          64
      10.6 INDEMNIFICATION                                    65
      10.7 SUCCESSOR ADMINISTRATIVE AGENTS                    65
      10.8 NOTICES AND FORWARDING OF DOCUMENTS TO BANKS       66
      10.9 DELEGATION OF DUTIES                               66
      10.10                                    NOTICE OF DEFAULT 66

ARTICLE XI MISCELLANEOUS                                       67
      11.1 AMENDMENTS, ETC.                                   67
      11.2 NOTICES, ETC.                                      67
      11.3 NO WAIVER; REMEDIES; INTEGRATION                   68
      11.5 RIGHT OF SETOFF                                    70
      11.6 BINDING EFFECT                                     71
      11.7 ASSIGNMENTS AND PARTICIPATION; ADDITIONAL BANKS    71
      11.8 PARI PASSU RANKING                                 74
      11.9 GOVERNING LAW; SEVERABILITY                        74
      11.10     SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL 74
      11.11                                      CONFIDENTIALITY 75
      11.12                                       SECTION TITLES 75
      11.13                            EXECUTION IN COUNTERPARTS 75

                            Schedules

Schedule I   -      Lending Offices
Schedule II  -      Commitments
Schedule III -      Inactive Subsidiaries
Schedule IV  -      Investments
Schedule V   -      Liens on Real Property

                            Exhibits

Exhibit 1.1(L)      -    Form of Line of Credit Note
Exhibit 1.1(M)      -    Form of Mortgage
Exhibit 1.1(N)      -    Form of Notice of Borrowing
Exhibit 1.1(P)(1)   -    Form of Parent Guaranty
Exhibit  1.1(P)(2)   -    Form of Patent, Trademark and Copyright
Security Agreement
Exhibit 1.1(P)(3)   -    Form of Pledge Agreement
Exhibit 1.1(S)(1)   -    Form of Security Agreement
Exhibit 1.1(S)(2)   -    Form of Subsidiary Guaranty
Exhibit 4.1  -      Form of Notice of Interest Period
Exhibit  5.1(a)       -     Form of Opinion of  Counsel  to  Loan
Parties
Exhibit 5.1(b)      -    Form of Collateral Agency Agreement
Exhibit 5.1(c)      -    Form of Consent and Amendment Agreement
Exhibit 11.7 -      Form of Assignment and Assumption Agreement

     CREDIT  AGREEMENT, dated as of May 2, 2000,  among  ALPHARMA
U.S.  INC.,  a Delaware corporation (together with its successors
and assigns, the "Borrower"), ALPHARMA INC., as Parent Guarantor,
the  Subsidiary Guarantors party hereto, the Banks parties hereto
from  time to time (the "Banks"), FIRST UNION NATIONAL  BANK,  as
Administrative  Agent,  SUMMIT BANK, as  Syndication  Agent,  DEN
NORSKE  BANK ASA, as Documentation Agent and UNION BANK OF NORWAY
and FIRST UNION SECURITIES, as Co-Arrangers.

                           WITNESSETH:

     WHEREAS,  the Borrower has requested that the Banks  provide
financing  for  the  acquisition by Alpharma  Inc.  and  Alpharma
(Luxembourg) Sarl of certain of the assets of the medicated  feed
additive business of Hoffman-LaRoche ("Alpine") (such acquisition
referred  to  herein as the "Alpine Acquisition") and  the  costs
incurred by the Borrower in connection with such acquisition, and
the  Banks are willing to make funds available for such purposes,
but  only  upon the terms and subject to the conditions contained
herein;

     NOW,  THEREFORE,  in consideration of the premises  and  the
covenants  and  agreements contained herein, the  parties  hereto
agree as follows:


                            ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS

     1.1  Defined Terms.  As used in this Agreement, the following
terms  have  the following meanings (such meanings to be  equally
applicable  to both the singular and plural forms  of  the  terms
defined):

     "Affiliate" means, as to any Person, any Subsidiary of  such
Person  and  any  other  Person which,  directly  or  indirectly,
controls,  is controlled by or is under common control with  such
Person.  For the purposes of this definition, "control" means the
possession  of  the  power to direct or cause  the  direction  of
management  and  policies  of  any Person,  whether  through  the
ownership of voting securities, by contract or otherwise  and  as
to  the  Parent  Guarantor and any of its Subsidiaries  shall  be
deemed to include (without limitation) A.L. Industrier AS.

     "Agency Fee" has the meaning specified in Section 4.5.

     "Administrative Agent" means First Union National  Bank,  in
its  capacity  as the Administrative Agent, or any  successor  in
such capacity.

     "Agents'   Fee   Letter"  has  the  meaning   specified   in
Section 4.5.

     "Agreement"  means  this  Credit  Agreement,  as   modified,
amended or supplemented from time to time.

     "Agreement  Termination Date" means the first day  on  which
all  the  Line  of Credit Loan Commitments have been  reduced  to
zero,  this  Agreement is terminated and no Loan  Party  has  any
obligations  outstanding under this Agreement or any  other  Loan
Document.

     "Alpine" has the meaning specified in the recitals hereof.

     "Alpine  Acquisition"  has  the  meaning  specified  in  the
recitals hereof.

     "Alpine  Purchase Agreement" shall mean that Asset  Purchase
Agreement dated as of April 26, 2000 between Roche Vitamins  Inc,
a  Delaware  corporation, and F. Hoffmann-LaRoche  Ltd,  a  Swiss
corporation  and  its  Affiliates, as  sellers,  and  the  Parent
Guarantor   and   Alpharma  (Luxembourg)   Sarl,   a   Luxembourg
corporation, as buyers.

     "Alternate  Base Rate" means a fluctuating  rate  per  annum
equal  at  all  times  to the higher of  (i)  the  Base  Rate  or
(ii) one-half of 1 percent (1/2%) above the Federal Funds Rate.

     "Applicable  Margin" means (a) prior to the Line  of  Credit
Loan  Commitment Termination Date, two and three-quarters percent
(2-3/4%)  for  Eurodollar Loans (b)  on and  after  the  Line  of
Credit  Loan Commitment Termination Date but prior to  the  First
Extended  Termination  Date,  two and seven-eighths  percent  (2-
7/8%)  for  Eurodollar  Loans and  (c) on  and  after  the  First
Extended  Termination  Date  but prior  to  the  Second  Extended
Termination Date,  three percent (3.00%) for Eurodollar.

     "Assignment  and  Assumption  Agreement"  has  the   meaning
specified in Section 11.7(a).

     "Banks"  means  the  lenders listed on the  signature  pages
hereof, and such other lenders as may become parties hereto  from
time to time pursuant to Section 11.7.

     "Base  Rate" means the rate of interest announced from  time
to  time by the Administrative Agent as its "base rate" or  "base
lending rate."  This rate of interest is determined from time  to
time by the Administrative Agent as a means of pricing some loans
to  its  customers  and is neither tied to any external  rate  of
interest or index nor does it necessarily reflect the lowest rate
of  interest actually charged by the Administrative Agent to  any
particular  class or category of customers of the  Administrative
Agent.

     "Borrower" has the meaning specified in the recitals hereof.

     "Borrowing" means a Line of Credit Loan Borrowing.

     "Business  Day" means a day of the year on which  banks  are
not  required  or authorized to close in New York City  or  Oslo,
Norway  and  on which dealings are also carried on in Dollars  in
the London interbank market.

     "Capital  Market  Transaction" means  the  issuance  of  any
Equity (except for exercise of employee or director stock options
or  issuance of stock of the Parent Guarantor in connection  with
any employee stock option or purchase plan) whether by means of a
public  offering,  private placement,  or  other  capital  market
method.

     "Capitalized  Lease" means, as applied to  any  Person,  any
lease of property by such Person as lessee which is or should  be
capitalized  on  a  balance  sheet of  such  Person  prepared  in
accordance with GAAP.

     "Cash  Equivalent" means any one or more  of  the  following
instruments:

          (a)  open-market commercial paper issued by corporations
organized  in  the United States of America, maturing  not  later
than  270  days after the date of issuance thereof and having  at
the time of acquisition a rating of at least A-1 from Standard  &
Poor's Rating Group or P-1 from Moody's Investors Services, Inc.

(b)  readily marketable direct obligations issued by the United
States of America, or by any agency thereof that are
unconditionally guaranteed or backed by the full faith and credit
of the United States of America, in each case maturing within one
year from the date of acquisition thereof; and
(c)  certificates of deposit or bankers' acceptances maturing
within one year from the date of creation thereof issued by any
Bank or by a commercial bank or trust company organized under the
laws of the United States of America, or of any state thereof,
having combined capital, surplus and undivided profits of not
less than $1,000,000,000 (or its equivalent in any other
currency) and having, in respect of its long-term senior debt
securities, a rating of at least A- from Standard & Poor's Rating
Group or A3 from Moody's Investors Services, Inc.,
in  the  case  of each of (a), (b) and (c), so long as  the  same
(x)  provide for the payment of principal and interest  (and  not
principal alone or interest alone) and (y) are not subject to any
contingency regarding the payment of principal or interest.

     "Change  in  Tax  Law"  means the  enactment,  promulgation,
execution  or  ratification of, any tax treaty,  law  (including,
without limitation, the Code), rule or regulation (or any  change
in  the application or judicial, administrative or other official
interpretation of any treaty, law, rule or regulation).

     "Closing  Date"  shall mean the Business Day  on  which  the
first  Loan shall be made, which shall be May 2, 2000 or, if  all
the conditions specified in Section 5 have not been satisfied  or
waived by such date, not later than May 2, 2000, as designated by
the  Borrower  by  at least three Business Days'  notice  to  the
Administrative Agent, or such other date as the parties agree.

     "Co-Arrangers" means collectively Union Bank of  Norway  and
First Union Securities, Inc.

     "Code"  means  the Internal Revenue Code  of  1986  (or  any
successor legislation thereto), as amended from time to time.

     "Collateral" means (i) the property of the Loan  Parties  in
which  liens  and security interests are granted  under  (a)  the
Pledge Agreement, (b) the Security Agreement, and (c) the Patent,
Trademark  and  Copyright Security Agreement, and (ii)  the  Real
Property.

     "Collateral   Agency  and  Sharing  Agreement"   means   the
Collateral  Agency and Sharing Agreement in the form  of  Exhibit
5.1(b).

     "Collateral Agent" means First Union National Bank,  in  its
capacity as Collateral Agent, or any successor in such capacity.

     "Collateral  Documents"  means the  Mortgages,  the  Patent,
Trademark and Copyright Security Agreement, the Pledge Agreement,
the  Security  Agreement  and all other instruments  creating  or
perfecting  the liens of the Collateral Agent for the benefit  of
the  Senior  Lenders in the Property of the Borrower, the  Parent
Guarantor and the Subsidiary Guarantors.

     "Consideration" means with respect to any acquisition  by  a
Loan  Party,  the  aggregate of (i) the cash  paid  by  the  Loan
Parties,  directly  or  indirectly, to the seller  in  connection
therewith, (ii) the Indebtedness incurred or assumed by the  Loan
Parties, whether in favor of the seller or otherwise and  whether
fixed or contingent, (iii) any guaranty given or incurred by  the
Loan   Parties  in  connection  therewith,  and  (iv)  any  other
consideration given or obligation incurred by the Loan Parties in
connection therewith.

     "Contaminant"   means   any  waste,   pollutant,   hazardous
substance,  toxic  substance,  hazardous  waste,  special  waste,
petroleum  or  petroleum  derived  substance  or  waste,  or  any
constituent  of such substance or waste, including any  substance
regulated under any Environmental Law.

     "Credit  Support Documents" means the Parent  Guaranty,  the
Subsidiary Guaranty and the Collateral Documents.

     "Debt Offering" means the incurrence of any Indebtedness  by
the  Borrower,  the Parent Guarantor or any Subsidiary  Guarantor
pursuant  to  any  bonds,  debentures,  notes  or  other  similar
instruments,  including without limitation, the issuance  of  any
high  yield  notes, or any such instrument which  is  convertible
into  Equity (including high yield notes which convert to Equity)
or  related instruments of Indebtedness, provided, however,  that
(i)  the  intercompany  Indebtedness among the  Parent  Guarantor
and/or its Subsidiaries, (ii) Indebtedness with respect to a Swap
Agreement  (as  hereafter defined), (iii)  Indebtedness  incurred
under  the  UBN  Credit Agreement not in excess  of  the  current
commitments  under  the UBN Credit Agreement,  (iv)  Indebtedness
incurred under the existing multicurrency line of credit  in  the
principal amount of $30,000,000 with Union Bank of Norway and Den
norske Bank ASA not in excess of the current commitments existing
thereunder  on  the  date hereof and, (v)  Indebtedness  incurred
under  various overdraft facilities in principal amounts  not  in
excess   of  $1,000,000  individually  or  $10,000,000   in   the
aggregate,  in  the  case of each of (i)  through  (v)  shall  be
excluded from this definition of Debt Offering.

     "Default" means any event which with the passing of time  or
the giving of notice or both would become an Event of Default.

     "Dollars" and the sign "$" each mean the lawful money of the
United States of America.

     "Effective Date" means the first day on which the conditions
set forth in Sections 5.1 and 5.2 are satisfied or waived.

     "Engagement  Letter"  means that  certain  letter  agreement
dated April 25, 2000 between the Borrower and FUSI.

     "Environmental  Law"  means the Comprehensive  Environmental
Response,  Compensation,  and  Liability  Act  (42  U.S.C.   9601
et  seq.),  the Hazardous Material Transportation Act (49  U.S.C.
  1801  et  seq.),  the Resource Conservation  and  Recovery  Act
(42  U.S.C.   6901 et seq.), the Federal Water Pollution  Control
Act  (33  U.S.C.   12S1 et seq.), the Clean Air  Act  (42  U.S.C.
  7401  et  seq.), the Toxic Substances Control  Act  (15  U.S.C.
  2601  et  seq.),  and the Occupational Safety  and  Health  Act
(29   U.S.C.    651  et  seq.),  in  each  case  as  amended   or
supplemented from time to time, and any analogous future  federal
or  present or future state or local statutes, including, without
limitation, transfer of ownership notification statutes  such  as
the  New  Jersey Industrial Site Recovery Act and the Connecticut
Industrial  Transfer  Law  of 1985  (Conn.  Gen.  Stat.   22a-134
et seq.) and the regulations promulgated pursuant thereto.

     "Environmental  Liabilities and  Costs"  means,  as  to  any
Person,  all liabilities, obligations, responsibilities, Remedial
Actions,   losses,   damages,  punitive  damages,   consequential
damages,  treble damages, costs and expenses (including,  without
limitation,  all reasonable fees, disbursements and  expenses  of
counsel,  expert and consulting fees, and costs of  investigation
and   feasibility  studies),  fines,  penalties,  sanctions   and
interest  incurred  as a result of any claim or  demand,  by  any
Person,  whether  based  in contract, tort,  implied  or  express
warranty,  strict  liability,  any  criminal  or  civil  statute,
including any Environmental Law, Permit, order or agreement  with
any   Government   Authority  or  other  Person,   arising   from
environmental,  health or safety conditions, or  the  Release  or
threatened  Release of a Contaminant into the  environment,  from
the  past,  present or future operations of such  Person  or  its
Subsidiaries.

     "Environmental  Lien"  means  any  Lien  in  favor  of   any
Governmental Authority for Environmental Liabilities and Costs.

     "Equity"   means  all  shares,  options,  equity  interests,
general or limited partnership interests, joint venture interests
or   participations  or  other  equivalents  (regardless  of  how
designated) of or in a corporation, partnership or other  entity,
whether  voting or non-voting, and including, without limitation,
common  stock,  preferred  stock, purchase  rights,  warrants  or
options for any of the foregoing.

     "ERISA" means the Employee Retirement Income Security Act of
1974  (or  any successor legislation thereto) and the  rules  and
regulations promulgated thereunder, as amended from time to time.

     "ERISA  Affiliate" shall mean a corporation, partnership  or
other  entity which is considered one employer with the  Borrower
under Section 4001 of ERISA or Section 414 of the Code.

     "ERISA Event" means (i) a Reportable Event with respect to a
Title  IV Plan; (ii) the withdrawal of the Borrower, any  of  its
Subsidiaries or any ERISA Affiliate from a Title IV Plan  subject
to  Section 4063 of ERISA during a plan year in which  it  was  a
substantial employer, as defined in Section 4001(a)(2) of  ERISA;
(iii)  the filing of a notice of intent to terminate a  Title  IV
Plan  or the treatment of a plan amendment as a termination under
Section 4041 of ERISA; or (iv) the institution of proceedings  to
terminate a Title IV Plan or Multiemployer Plan by the PBGC.

     "Eurocurrency  Liabilities" has  the  meaning  specified  in
Regulation D.

     "Eurodollar  Loans"  means Loans  bearing  interest  at  the
Eurodollar Rate plus the Applicable Margin.

     "Eurodollar Rate" means, for any Interest Period,  the  rate
per  annum determined by the Administrative Agent to be the  rate
at  which  the  Reference Bank offered or would have  offered  to
place  with  first-class  banks in the  London  interbank  market
deposits in Dollars in amounts comparable to the Eurodollar  Loan
being  requested  by the Borrower to which such  Interest  Period
applies,  for  a  period  equal  to  such  Interest  Period,   at
11:00  a.m.  (London time) on the second Business Day before  the
first  day  of  such Interest Period.  If the Reference  Bank  is
unable  or  otherwise  fails to furnish the Administrative  Agent
with  appropriate  rate  information  in  a  timely  manner,  the
Eurodollar  Rate shall mean the rate of interest for deposits  in
Dollars  for  a maturity equal to the applicable Interest  Period
therefor  which appears on Telerate Page 3750 as  of  11:00  a.m.
(London time), on the second Business Day before the first day of
such Interest Period.

     "Eurodollar  Reserve Requirement" means, at  any  time,  the
then  current  maximum  rate for which  reserves  (including  any
marginal, supplemental or emergency reserve) are required  to  be
maintained  under  Regulation D by member banks  of  the  Federal
Reserve  System  in  New York City with deposits  exceeding  five
billion Dollars against Eurocurrency Liabilities.

     "Event of Default" has the meaning specified in Section 9.1.

     "Federal  Funds  Rate"  means, for any  day,  a  fluctuating
interest  rate  per  annum equal for such  day  to  the  weighted
average of the rates on overnight federal funds transactions with
members  of the Federal Reserve System arranged by federal  funds
brokers,  as  published for such day (or, if such day  is  not  a
Business Day, for the next preceding Business Day) by the Federal
Reserve  Bank  of New York, or, if such rate is not so  published
for any day that is a Business Day, the average of the quotations
for  such day on such transactions received by the Administrative
Agent  from  three  federal funds brokers of recognized  standing
selected by it.

     "Final    Judgment"   has   the   meaning    specified    in
Section 9.1(h).

     "First  Extended Termination Date" means the date  which  is
one hundred twenty (120) days after the Closing Date.

     "First   Union"  means  First  Union  National   Bank,   its
successors and/or assigns.

     "Fiscal   Year"   means  each  twelve-month  period   ending
December  31,  or  such  other fiscal year-end  date  as  may  be
determined by the Borrower following the Closing Date.

     "Fully Underwritten Commitment" has the meaning specified in
Section 2.3.

     "FUSI"  means  First Union Securities, Inc., its  successors
and/or assigns.

     "GAAP" means generally accepted accounting principles in the
United  States of America as in effect from time to time and  set
forth  in the rules, regulations, opinions and pronouncements  of
the  Accounting  Principles Board and the American  Institute  of
Certified    Public   Accountants   and   the   statements    and
pronouncements of the Financial Accounting Standards Board, or in
such  other statements by such other entity as may be in  general
use  by  significant  segments of the accounting  profession  and
which  are  applicable to the circumstances as  of  the  date  of
determination.

     "GAAS"  means generally accepted auditing standards  in  the
United  States of America as in effect from time to time and  set
forth  in the rules, regulations, opinions and pronouncements  of
the  Accounting  Principles Board and the American  Institute  of
Certified    Public   Accountants   and   the   statements    and
pronouncements of the Financial Accounting Standards Board, or in
such  other statements by such other entity as may be in  general
use  by  significant  segments of the accounting  profession  and
which  are  applicable to the circumstances as  of  the  date  of
determination.

     "Governmental Authority" means any nation or government, any
state  or  other  political subdivision thereof  and  any  entity
exercising   executive,  legislative,  judicial,  regulatory   or
administrative functions of or pertaining to government.

     "Guarantor"  means individually any of the Parent  Guarantor
or the Subsidiary Guarantors and "Guarantors" means collectively,
the Parent Guarantor and the Subsidiary Guarantors.

     "Inactive Subsidiary" means any Subsidiary of Borrower  that
has less than $50,000 in assets (determined at fair market value)
and  less  than $50,000 in annual revenues, including those  such
Subsidiaries  existing  on  the  Closing  Date  as  described  on
Schedule III hereto.

     "Indebtedness"  of  any Person means at  any  date,  without
duplication,  (i)  all obligations of such  Person  evidenced  by
bonds,  debentures, notes or other similar instruments, (ii)  all
obligations of such Person to pay the deferred purchase price  of
Property  or  services,  except  as  provided  below,  (iii)  all
obligations  of  such Person as lessee under Capitalized  Leases,
(iv) all Indebtedness of others secured by a Lien on any Property
of  such  Person, whether or not such Indebtedness is assumed  by
such   Person,  (v)  all  Indebtedness  of  others  directly   or
indirectly  guaranteed  or  otherwise  assumed  by  such  Person,
including any obligations of others endorsed (otherwise than  for
collection  or  deposit in the ordinary course  of  business)  or
discounted or sold with recourse by such Person, or in respect of
which  such  Person  is otherwise directly or indirectly  liable,
including,   without  limitation  any  Indebtedness   in   effect
guaranteed  by  such Person through any agreement (contingent  or
otherwise)  to  purchase, repurchase or  otherwise  acquire  such
obligation or any security therefor, or to provide funds for  the
payment  or  discharge of such obligation,  or  to  maintain  the
solvency or any balance sheet or other financial condition of the
obligor  of such obligation, (vi) all obligations of such  Person
as  issuer, customer or account party under letters of credit  or
bankers' acceptances that are either undrawn, drawn or that  back
financial  obligations  that  would  otherwise  be  Indebtedness,
(vii) any obligation (as determined in accordance with GAAP) with
respect   to  an  interest  rate  or  currency  swap  or  similar
obligation  (a "Swap Agreement") obligating such Person  to  make
payments,  whether  periodically  or  upon  the  happening  of  a
contingency,  except  that  if any  agreement  relating  to  such
obligation provides for the netting of amounts payable by and  to
such Person thereunder or if any such agreement provides for  the
simultaneous  payment of amounts by and to such Person,  then  in
each  such case, the amount of such obligation shall be  the  net
amount  thereof,  (viii) obligations under  conditional  sale  or
other  title  retention  agreements,  (ix)  indebtedness  of  any
partnership or unincorporated joint venture in which such  Person
is  a  partner or joint venturer for which such Person is legally
obligated  or  has  a  reasonable  expectation  of  being  liable
therefor and (x) all other indebtedness for borrowed money.

     "Indebtedness for Borrowed Money" of any Person means at any
date, without duplication, Indebtedness described in clauses (i),
(iii), (v), (vi) and (vii) of the definition of Indebtedness.

     "Indemnified   Liability"  has  the  meaning  specified   in
Section 11.4(b).

     "Indemnified   Person"   has  the   meaning   specified   in
Section 11.4(b).

     "Initial  Funding  Date" means the date  on  which  (i)  the
conditions  set  forth in Sections 5.1 and 5.2 are  satisfied  or
waived  and  (ii)  the  initial Line of  Credit  Loans  are  made
hereunder.

     "Initial Term" has the meaning specified in Section 2.3.

     "Interest Period" means with respect to any Eurodollar Loans
(i)  initially, the period commencing on the date such Eurodollar
Loans  are  made  and  ending  one,  two,  three  or  six  months
thereafter,  as  selected  by  the  Borrower  in  its  Notice  of
Borrowing   or   Notice   of  Interest  Period   given   to   the
Administrative    Agent   pursuant   to    Section    4.1,    and
(ii)  thereafter, the period commencing on the last  day  of  the
immediately  preceding Interest Period therefor and  ending  one,
two,  three or six months thereafter, as selected by the Borrower
in  its  Notice  of  Interest Period given to the  Administrative
Agent   pursuant  to  Section  4.1,  subject,  however,  to   the
following:

          (i)  if any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day, unless the result of such extension
for any Loan would be to extend such Interest Period into another
calendar month, in which event such Interest Period shall end  on
the immediately preceding Business Day;

(ii) any Interest Period in respect of Loans that begins on the
last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last
Business Day of a calendar month; and
(iii)     no Interest Period may extend beyond the Line of Credit
Loan Commitment Termination Date, the First Extended Termination
Date or the Second Extended Termination Date (as applicable)
unless the Majority Banks have agreed in writing to the Loan
Conversion, in which case no Interest Period may extend beyond
the Term Loan Maturity Date.
     "Interim  Term Loan Facility" has the meaning  specified  in
Section 2.5.

     "IRS"  means the Internal Revenue Service, or any  successor
thereto.

     "Law" means (a) all applicable common law and principles  of
equity    and    (b)   all   applicable   provisions    of    all
(i)  constitutions, statutes, rules, regulations  and  orders  of
governmental    bodies,   (ii)   governmental    approvals    and
(iii)  orders,  decisions, judgments and decrees  of  all  courts
(whether at law, in equity or admiralty) and arbitrators.

     "Lending Office" means, with respect to any Bank, the office
of  such Bank specified as its "Lending Office" opposite its name
on  Schedule I or such other office of such Bank as such Bank may
from  time to time specify to the Borrower and the Administrative
Agent.

     "Lien"   means   any  mortgage,  deed  of   trust,   pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory  or other), security interest or preference,  priority
or  other security agreement or preferential arrangement  of  any
kind  or  nature  whatsoever, including, without limitation,  any
conditional sale or other title retention agreement.

     "Line  of  Credit  Loan" means a Loan made to  the  Borrower
pursuant to Section 2.1.

     "Line  of Credit Loan Availability Period" means the  period
beginning  on the Closing Date and ending on the Line  of  Credit
Loan  Commitment Termination Date, the First Extended Termination
Date  (if  extended) or the Second Extended Termination Date  (if
extended a second time).

     "Line  of  Credit Loan Borrowing" means a borrowing  by  the
Borrower consisting of Line of Credit Loans made on the same  day
by the Banks ratably according to their respective Line of Credit
Loan Commitments.

     "Line  of  Credit Loan Commitment" has the meaning specified
in Section 2.1(a).

     "Line of Credit Loan Commitment Termination Date" means  the
date which is ninety (90) days after the Closing Date.

     "Line of Credit Note" means any promissory note in the  form
of Exhibit 1.1(L).

     "Loan Conversion" means the conversion of the Line of Credit
Loans  to  term  loans  on  the Line of  Credit  Loan  Commitment
Termination  Date,  the First Extended Termination  Date  or  the
Second  Extended Termination Date (as applicable) subject to  the
terms of Sections 2.3 and 2.5.

     "Loan Documents" means (i) this Agreement, the Notes and the
Credit Support Documents and (ii) all other agreements, documents
and instruments that may hereafter be entered into relating to or
arising out of any agreement, document or instrument referred  to
in clause (i).

     "Loan Party" means any Person (other than the Administrative
Agent, the Banks and the Co-Arrangers) that is a party to a  Loan
Document.

     "Loans"  means  the Line of Credit Loans, as  the  same  may
convert  to  term loans in the Majority Banks' sole and  absolute
discretion.

     "Majority Banks" means, at any time, Banks holding more than
66-2/3%  of the then aggregate unpaid principal amount  of  Loans
held  by  the  Banks,  or, if no such principal  amount  is  then
outstanding,  Banks  having more than 66-2/3%  of  the  aggregate
amount of the Line of Credit Loan Commitments.

     "Mandatory  Prepayment  of Debt Proceeds"  has  the  meaning
specified in Section 2.4(a).

     "Mandatory  Prepayment of Equity Proceeds" has  the  meaning
specified in Section 2.4(b).

     "Margin Stock" has the meaning specified in Regulation U.

     "Material  Adverse Change" means a change that has resulted,
or would result, in a Material Adverse Effect.

     "Material  Adverse  Effect" means, in the  judgment  of  the
Majority  Banks  (or, for purposes of any notice  of  a  Material
Adverse  Effect to be given by a Loan Party, in the  judgment  of
such  Loan  Party), a material adverse effect  on  the  business,
financial condition, operations, prospects or Properties  of  the
Borrower and its Subsidiaries or of the Parent Guarantor and  its
Subsidiaries (as the case may be), in each case taken as a whole.

     "Material Credit Agreement Change" means, in the judgment of
the  Majority Banks (or, for purposes of any notice of a Material
Credit  Agreement  Change to be given by a  Loan  Party,  in  the
judgment  of  such  Loan  Party), a change  that  has  materially
adversely  affected  or  would materially  adversely  affect  the
legality, validity or enforceability of any payment obligation of
the  Borrower,  the  Parent Guarantor, or any of  the  Subsidiary
Guarantors under this Agreement or any other Loan Document.

     "Mortgages"  shall  mean the Mortgages in substantially  the
form  of Exhibit 1.1(M) with respect to the real Property of  the
Loan Parties located in the United States and Puerto Rico granted
to the Collateral Agent for the benefit of the Senior Lenders.

     "Multiemployer Plan" means a multiemployer plan, as  defined
in Section 4001(a)(3) of ERISA, to which the Borrower, any of its
Subsidiaries  or any ERISA Affiliate is making, is  obligated  to
make, has made or been obligated to make, contributions on behalf
of participants who are or were employed by any of them.

     "Net Cash Proceeds" means:

     (a)   in  reference to asset sales, proceeds in cash as  and
when received by the Borrower or any of its Subsidiaries, or  the
Parent  Guarantor  or  any  of  its  Subsidiaries,  from,  or  in
connection  with,  the  sale  by  the  Borrower  or  any  of  its
Subsidiaries, or the Parent Guarantor or any of its Subsidiaries,
to   any   Person  (other  than  the  Borrower  or  any  of   its
Subsidiaries, or the Parent Guarantor or any of its Subsidiaries)
of   any  asset  outside  of  the  ordinary  course  of  business
(including,  without  limitation,  the  sale  of  any   facility,
division,  plant  or  other real property  or  interest  in  real
property  outside the ordinary course of business),  net  of  the
direct   costs   relating  to  such  sale,   including,   without
limitation, (i) legal, accounting and investment banking fees and
sale  commissions, (ii) taxes paid or payable as a result thereof
(after   taking  into  account  any  available  tax  credits   or
deductions and any tax sharing arrangements in each case  arising
directly from such sale), (iii) amounts required to be applied to
the  repayment of Indebtedness relating to the asset that is  the
subject of such sale and not otherwise provided for by the  terms
of  such  sale,  and (iv) reasonable reserves for purchase  price
adjustments; and

     (b)   in  reference  to Capital Market Transactions  by  any
Person,  the  proceeds in cash received from such Capital  Market
Transactions,  net  of  all issuance fees, discounts,  and  other
costs.

     (c)   in  reference  to Debt Offerings  by  any  Person  and
increases in credit available under the UBN Credit Agreement, the
proceeds  in cash received from such Debt Offerings or  increase,
net of all issuance fees, facility fees and other costs.

     For  purposes of this definition, proceeds received  by  any
Subsidiary of the Borrower or of the Parent Guarantor other  than
a wholly owned Subsidiary shall be deemed to be Net Cash Proceeds
received  by  the  Borrower or the Parent Guarantor  only  in  an
amount  proportionate  to the equity ownership  interest  of  the
Borrower or the Parent Guarantor in the Subsidiary receiving such
proceeds.

     "Non-U.S.   Subsidiary"  means,  as  to  any  Person,   each
Subsidiary of such Person that is incorporated or organized under
the  laws  of  a  jurisdiction outside of the  United  States  of
America.

     "Notes" means the Line of Credit Notes.

     "Notice  of  Borrowing"  means  a  notice  of  the  Borrower
substantially  in  the form of Exhibit 1.1( N) hereto  specifying
therein  (i)  the  date  of  the  proposed  Borrowing,  (ii)  the
aggregate amount of such proposed Borrowing and (iii) the initial
Interest Period or Interest Periods for such Loans.

     "Notice  of  Interest Period" has the meaning  specified  in
Section 4.1.

     "Original Banks" means each financial institution that is  a
"Bank" as of the Closing Date.

     "Parent   Guarantor"  means  Alpharma   Inc.,   a   Delaware
corporation.

     "Parent Guaranty" means the guaranty by the Parent Guarantor
of   the  obligations  of  the  Borrower  pursuant  to  the  Loan
Documents, substantially in the form of Exhibit 1.1(P)(1) hereto.

     "Patent,  Trademark and Copyright Security Agreement"  means
the  Patent,  Trademark and Copyright Security Agreement  in  the
form  of  Exhibit 1.1(P)(2) executed and delivered  by  the  Loan
Parties  to  the Collateral Agent for the benefit of  the  Senior
Lenders.

     "PBGC"  means  the Pension Benefit Guaranty Corporation,  or
any successor thereto.

     "Pension  Plan" means an employee pension benefit  plan,  as
defined  in  Section  3(2) of ERISA (other than  a  Multiemployer
Plan),  which  is not an individual account plan, as  defined  in
Section  3(34)  of  ERISA, and which the  Borrower,  any  of  its
Subsidiaries  or  any  ERISA  Affiliate  now  or  in  the  future
maintains,  contributes to or has an obligation to contribute  to
on  behalf  of participants who are or were employed  by  any  of
them.

     "Permanent Credit Facility" means any senior secured  credit
facility  arranged  and syndicated by FUSI as sole  manager  that
provides  the  Borrower  with financing  sufficient  to  pay  all
amounts owing by the Borrower hereunder and under the UBN  Credit
Agreement  and that results in the termination of this  Agreement
and  all  Line  of  Credit Loan Commitments and  the  UBN  Credit
Agreement and the commitments thereunder.

     "Permit" means any permit, approval, authorization, license,
variance  or  permission  required from a Governmental  Authority
under an applicable Requirement of Law.

     "Permitted  Acquisition" means an acquisition  by  any  Loan
Party  which  (i) is an acquisition of a Person in  the  same  or
similar  line of business; (ii) complies with the terms  of  this
Agreement (including, without limitation, Section 8.2); and (iii)
after  giving  effect to such acquisition on a pro  forma  basis,
does not result in a Default or Event of Default.

     "Permitted   Investments"  means:    (i)   cash   and   Cash
Equivalents; (ii) receivables and advances to suppliers, in  each
case  if  created,  acquired or made in the  ordinary  course  of
business   and  payable  or  dischargeable  in  accordance   with
customary trade terms; (iii) investments in and loans to any then
existing  Loan  Parties;  (iv) loans and  advances  to  officers,
directors, employees and Affiliates in an aggregate amount not to
exceed  $2,000,000  at  any  time  outstanding;  (v)  investments
(including  debt  obligations) received in  connection  with  the
bankruptcy  or reorganization of suppliers arising in  settlement
of  delinquent obligations of, and other disputes with, suppliers
arising  in the ordinary course of business; (vi) investments  in
acquisitions  permitted  by  this  Agreement;  (vii)  investments
existing  on the Closing Date and investments for which the  Loan
Parties  are  obligated  on the Closing  Date  as  set  forth  on
Schedule  IV  hereto;  (viii) intercompany  transactions  in  the
ordinary  course of business or consistent with the restructuring
which  has  been outlined to the Banks among the Subsidiaries  of
the  Parent  Guarantor that are organized under  the  Laws  of  a
jurisdiction  other than the U.S. or any of its states  and  (ix)
additional  loan  advances and/or investments  of  a  nature  not
contemplated  by  the foregoing clauses hereof  in  an  aggregate
amount  not  to  exceed $2,000,000 at any time; as  used  herein,
"investment"  means all investments, in cash or  by  delivery  of
property, made, directly or indirectly in, to or from any Person,
whether  by  acquisition  of shares of capital  stock,  property,
assets,  indebtedness or other obligations or securities of  such
Person  or by loan advance, capital contribution or otherwise  to
such Person.

     "Permitted  Liens" has the meaning set forth in  UBN  Credit
Agreement.

     "Person"   means  an  individual,  partnership,  corporation
(including  a  business  trust),  joint  stock  company,   trust,
unincorporated  association, joint venture or  other  entity,  or
Governmental Authority.

     "Plan"  shall  mean an employee benefit plan as  defined  in
Section  3(3) of ERISA which is maintained or contributed  to  by
the Borrower or an ERISA Affiliate.

     "Pledge  Agreement" shall mean the Pledge Agreement  in  the
form  of  Exhibit 1.1(P)(3) executed and delivered by the  Parent
Guarantor, the Borrower and each applicable Subsidiary  Guarantor
to the Collateral Agent for the benefit of the Senior Lenders.

     "Principal  Subsidiary" means any Subsidiary of  the  Parent
Guarantor that (a) owns more than 5% of the total assets  of  the
Parent Guarantor and its Subsidiaries on a consolidated basis, or
(b)  is responsible for more than 5% of the total revenues of the
Parent Guarantor and its Subsidiaries, on a consolidated basis.

     "Property"  means any interest in any kind  of  property  or
asset,  whether real, personal or mixed, and whether tangible  or
intangible,  including, without limitation,  the  right  to  use,
transmit,   display,   license  or   otherwise   temporarily   or
permanently benefit from the possession of, control of or  access
to   any   film,  television  program,  trademark,  trade   name,
copyright,  service  mark or any other type  of  intellectual  or
intangible property.

     "Qualified Plan" means an employee pension benefit plan,  as
defined  in Section 3(2) of ERISA, which is intended to  be  tax-
qualified  under  Section  401(a) of  the  Code,  and  which  the
Borrower, any of its Subsidiaries or any ERISA Affiliate  now  or
in  the future maintains, contributes to or has an obligation  to
contribute to on behalf of participants who are or were  employed
by any of them.

     "Ratable  Portion"  means, as to any  Bank,  the  percentage
obtained  by  dividing the amount of such Bank's Line  of  Credit
Loan  Commitment by the aggregate amount of all  Line  of  Credit
Loan Commitments of all the Banks.

     "Real  Property" means the real estate owned by  the  Parent
Guarantor  or  its Subsidiaries located in the United  States  or
Puerto  Rico,  each  parcel of which shall  be  encumbered  by  a
Mortgage as provided herein.

     "Reference Bank" means First Union National Bank.

     "Reference  Rate"  has  the  meaning  specified  in  Section
4.2(b).

     "Register"  has  the  meaning specified in  Section  11.7(g)
hereof.

     "Regulation   D,"   "Regulation  T,"  "Regulation   U"   and
"Regulation  X" mean Regulation D, T, U, and X, respectively,  of
the  Board  of  Governors of the Federal Reserve System  (or  any
successor  thereto),  as in effect from  time  to  time,  or  any
successor thereto.

     "Release"  means,  as  to any Person,  any  release,  spill,
emission,   leaking,   pumping,  injection,  deposit,   disposal,
discharge,  disbursal, leaching or migration into the  indoor  or
outdoor environment or into or out of any property owned by  such
Person, including the movement of Contaminants through or in  the
air, soil, surface water, ground water or property.

     "Remedial  Action" means all actions required to  (i)  clean
up, remove, treat or in any other way address Contaminants in the
indoor or outdoor environment, (ii) prevent the Release or threat
of  Release  or  minimize the further Release of Contaminants  so
they  do  not migrate or endanger or threaten to endanger  public
health  or  welfare  or  the indoor or  outdoor  environment,  or
(iii)  perform pre-remedial studies and investigations and  post-
remedial monitoring and care.

     "Reportable  Event"  means any of the  events  described  in
Section 4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA.

     "Responsible  Financial Officer" of  any  Person  means  the
chief   financial   officer,  treasurer,   assistant   treasurer,
controller,  secretary, assistant secretary or other  officer  of
such   Person  listed  in  the  certificate  delivered   to   the
Administrative Agent pursuant to Section 5.l(a)(iii) or otherwise
notified  to  the  Administrative Agent as  being  authorized  to
execute documents and certificates and otherwise act on behalf of
such  Person  in connection with financial matters arising  under
this Agreement or any other Loan Document.

     "Responsible  Officer"  of  any  Person  means  any  of  the
officers  of  such Person listed in the certificate delivered  to
the  Administrative  Agent  pursuant to  Section  5.1(a)(iii)  or
otherwise   notified  to  the  Administrative  Agent   as   being
authorized to execute and deliver documents and certificates  and
otherwise act on behalf of such Person in all matters (other than
financial matters) arising under this Agreement or any other Loan
Document.

     "Scandinavian  Principal Companies" means Alpharma  AS,  and
Dumex-Alpharma ApS.

     "Second  Extended Termination Date" means the date which  is
one hundred fifty (150) days after the Closing Date.

     "Security   Agreement"  means  the  Security  Agreement   in
substantially  the  form  of  Exhibit  1.1(S)(1)   executed   and
delivered by each of the Loan Parties to the Collateral Agent for
the benefit of the Senior Lenders.

     "Security Event" has the meaning specified in Section 3.2.

     "Seller"  means collectively, Roche Vitamins,  Inc.  and  F.
Hoffman-LaRoche Ltd.

     "Senior    Lenders"   has   the   meaning    specified    in
Section 3.l(a).

     "Single-Employer  Plan"  means a single,  employer  plan  as
defined in Section 4001(a)(15) of ERISA which is subject  to  the
provisions of Title IV of ERISA.

     "Subsidiary"  means,  with  respect  to  any   Person,   any
corporation, partnership or other business entity of  which  more
than  50% of the outstanding Equity having ordinary voting  power
to  elect  a  majority of the board of directors  (or  equivalent
governing body) of such entity (irrespective of whether,  at  the
time,  Equity of any other class or classes of such entity  shall
have or might have voting power by reason of the happening of any
contingency)  is, or of which more than 50% of the  interests  in
which  are,  at the time, directly or indirectly, owned  by  such
Person and/or one or more Subsidiaries of such Person.

     "Subsidiary Guarantor" means each of Alpharma USPD  Inc.,  a
Maryland  corporation; ParMed Pharmaceuticals, Inc.,  a  Delaware
corporation;   G.F.  Reilly  Company,  a  Delaware   corporation;
Alpharma Animal Health Company, a Texas corporation; Barre Parent
Corporation,  a  Delaware  corporation;  Mikjan  Corporation,  an
Arkansas corporation, Alpharma NW Inc., a Washington corporation,
Alpharma  US  Pharmaceutical  LLC, a Delaware  limited  liability
company,  NMC  Laboratories,  Inc. a  New  York  corporation  and
Alpharma  Euro  Holdings Inc., a Delaware  corporation,  and  all
other  Subsidiaries that are incorporated or organized under  the
laws of a jurisdiction located in the United States, exclusive of
Alpharma  International Holdings Inc., Alpharma  (Bermuda)  Inc.,
A.L. Specialty Chemicals Inc. and Inactive Subsidiaries.

     "Subsidiary  Guaranty" means any of the  guaranties  of  the
obligations  of the Borrower delivered by each of the  Subsidiary
Guarantors, pursuant to this Agreement, substantially in the form
of Exhibit 1.1(S)(2) hereto.

     "Successful Offering" has the meaning set forth  in  Section
2.3.

     "Swap Agreement" has the meaning specified in the definition
of Indebtedness.

     "Take-Out  Offering"  means  any  subordinated  debt  and/or
secondary equity offering or offerings by the Borrower that is in
a  total  amount  sufficient to pay all Loans and  other  amounts
owing  by the Borrower hereunder, that results in the termination
of this Agreement and all Line of Credit Loan Commitments.

     "Tax"  means  any  federal, state,  local  or  foreign  tax,
assessment  or  other governmental charge or levy (including  any
withholding  tax)  upon  a Person or upon its  assets,  revenues,
income or profits.

     "Tax  Affiliate" means, as to any Person, (i) any Subsidiary
of  such Person, or (ii) any Affiliate of such Person with  which
such  Person files or is required to file consolidated,  combined
or unitary tax returns.

     "Title  IV  Plan"  means  a  Pension  Plan,  other  than   a
Multiemployer Plan, which is covered by Title IV of ERISA.

     "Term Loan Maturity Date" means the sixth anniversary of the
Initial Funding Date of Term Loans (as such terms are defined  in
the UBN Credit Agreement).

     "UBN  Credit Agreement" means that certain Credit  Agreement
dated  as  of  January 20, 1999, as amended, among the  Borrower,
Union Bank of Norway, as Administrative Agent for the banks party
thereto and the banks party to such agreement.

     "U.S." means the United States of America.

     "Withdrawal Liability" means, as to any Person, at any time,
the  aggregate amount of the liabilities, if any, of such  Person
pursuant to Section 4201 of ERISA.

     1.2  Computation of Time Periods.  In this Agreement, in the
computation of periods of time from a specified date to  a  later
specified  date, the word "from" means "from and  including"  and
the  words "to" and "until" each mean "to but excluding" and  the
word "through" means "to and including."

     1.3  Accounting Terms.  All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.

     1.4  Additional Definitions.  Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms  in
the UBN Credit Agreement.


                           ARTICLE II

          AMOUNT AND TERMS OF THE LINE OF CREDIT LOANS

     2.1  The Line of Credit Loans.

          (a)  Commitment to Lend.  On the terms and subject to the
conditions   contained  in  this  Agreement,  including   without
limitation Section 5.2, each Bank severally agrees to  make  Line
of Credit Loans to the Borrower from time to time on any Business
Day during the Line of Credit Loan Availability Period, each such
Loan  being  part  of  a  Line of Credit  Loan  Borrowing  in  an
aggregate amount not to exceed the amount set forth opposite such
Bank's  name  on  Schedule  II  as  its  "Line  of  Credit   Loan
Commitment"  (as  adjusted  from  time  to  time  by  reason   of
assignments  in accordance with the provisions of  Section  11.7,
such Bank's "Line of Credit Loan Commitment"); provided, however,
that  following the making of each such proposed Line  of  Credit
Loan,   the  aggregate  amount  of  all  Line  of  Credit   Loans
outstanding shall not exceed the aggregate amount of the Line  of
Credit  Loan Commitments of the Banks.  The Line of Credit  Loans
are  not revolving credit loans, and the Borrower shall not  have
the  right  to  reborrow any Line of Credit Loans repaid  to  the
Banks.

          (b)  Evidence of Debt.

          (i)  Each Bank shall maintain in accordance with its usual
practice  an  account  or  accounts and shall  receive  from  the
Borrower  a  single Line of Credit Note payable to the  order  of
such   Bank,  both  evidencing  the  Indebtedness  to  such  Bank
resulting from each Line of Credit Loan made by such Bank to  the
Borrower  from time to time, including the amounts  of  principal
and  interest  payable and paid to such Bank from  time  to  time
hereunder.   In  the  event  that the Borrower  requests  a  Loan
Conversion  and  the  Majority  Banks  consent  to  such  request
pursuant to Section 2.5, the accounts maintained by the Banks and
the   Line  of  Credit  Notes  shall  continue  to  evidence  the
Indebtedness of the Borrower to such Banks for the Line of Credit
Loans,  as  so  modified in accordance with  the  terms  of  this
Agreement.

(ii) The Register maintained by the Administrative Agent pursuant
to Section 11.7(g) shall include a "Line of Credit Loan control
account" for each Bank, in which account shall be recorded
(A) the date and amount of each Line of Credit Loan Borrowing
hereunder, (B) the amount of each Bank's Line of Credit Loan
comprising such Borrowing and, in the case of Eurodollar Loans,
the Interest Period applicable thereto, (C) the amount of any
principal or interest due and payable or to become due and
payable from the Borrower to each Bank with respect to each such
Line of Credit Loan hereunder and (D) the amount of any sum
received by the Administrative Agent from the Borrower with
respect to such Line of Credit Loans hereunder and each Bank's
Ratable Portion thereof.
(iii)     The entries made in the Register in respect of the Line
of Credit Loans shall be conclusive and binding for all purposes,
absent manifest error.
          (c)  Voluntary Prepayment of Line of Credit Loans.

          (i)  Subject to the provisions of Sections 2.6 and 4.4, the
Borrower may, upon at least three Business Days' prior notice  to
the Administrative Agent (which shall be irrevocable) stating the
proposed  date and aggregate principal amount of the  prepayment,
prepay  without premium the outstanding principal amount  of  the
Line of Credit Loans comprising a part of the same Line of Credit
Loan  Borrowing,  in  whole  or in part,  together  with  accrued
interest  to the date of such prepayment on the principal  amount
prepaid;  provided,  that any such prepayments  shall  be  in  an
aggregate  amount  of  not less than $1,000,000  or  an  integral
multiple  of $1,000,000 in excess thereof (or such lesser  amount
as may be necessary to prepay all outstanding Loans).

(ii) The Borrower shall indemnify the Banks pursuant to
Section 11.4(c) in the event that any prepayment shall be made on
a day other than the last day of an Interest Period for the Loan
or Loans being prepaid.
     2.2  Making the Line of Credit Loans.

          (a)  Each Line of Credit Loan Borrowing shall be made upon
receipt  of a Notice of Borrowing, given by the Borrower  to  the
Administrative  Agent not later than 11:00 a.m.  (New  York  City
time)  at  least  three Business Days prior to the  date  of  the
proposed  Line of Credit Loan Borrowing in the case of Eurodollar
Loans.

(b)  The Administrative Agent shall give to each Bank prompt
notice of its receipt of a Notice of Borrowing in respect of Line
of Credit Loans, the amount of Eurodollar Loans requested and
upon the Administrative Agent's determination of the applicable
interest rate under Section 4.3(b), notice of said interest rate.
Each Bank shall, before 11:00 a.m. (New York City time) on the
date of the proposed Line of Credit Loan Borrowing, make
available for the account of its Lending Office to the
Administrative Agent at its address referred to in Section 11.2,
in immediately available funds, such Bank's Ratable Portion of
such proposed Line of Credit Loan Borrowing.  After the
Administrative Agent's receipt of such funds and upon Borrower's
fulfillment of the applicable conditions set forth in Article V,
such funds shall be available to the Borrower at the
Administrative Agent's aforesaid address.
(c)  Each Line of Credit Loan Borrowing pursuant to this
Section 2.2 shall be in an aggregate amount of not less than
$1,000,000 or an integral multiple of $1,000,000 in excess
thereof (or such lesser amount as may be necessary to draw down
the full amount of the Line of Credit Loan Commitment).  The
number of Interest Periods outstanding in respect of Eurodollar
Loans at any one time shall not exceed (i) prior to a Loan
Conversion, three (3) Interest Periods during the Line of Credit
Loan Availability Period, and (ii) after a Loan Conversion, six
(6) Interest Periods.
(d)  Each Notice of Borrowing pursuant to this Section 2.2 shall
be irrevocable and binding on the Borrower.  The Borrower shall
indemnify each Bank against any loss, cost or expense incurred by
such Bank as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such proposed
Borrowing the applicable conditions set forth in Article V,
including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or re-employment of deposits or
other funds acquired by such Bank to fund any Line of Credit Loan
to be made by such Bank as part of such proposed Line of Credit
Loan Borrowing when such Line of Credit Loan, as a result of such
failure, is not made on such date.  A certificate as to such
amounts submitted to the Borrower and the Administrative Agent by
such Bank shall be conclusive and binding, absent manifest error.
(e)  Unless the Administrative Agent shall have received notice
from a Bank prior to the date of any proposed Line of Credit Loan
Borrowing pursuant to this Section 2.2 that such Bank will not
make available to the Administrative Agent such Bank's Ratable
Portion of such Line of Credit Loan Borrowing, the Administrative
Agent may assume that such Bank has made such Ratable Portion
available to the Administrative Agent on the date of such Line of
Credit Loan Borrowing in accordance with this Section 2.2 and the
Administrative Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.
If and to the extent that such Bank shall not have so made such
Ratable Portion available to the Administrative Agent and the
Administrative Agent has so made available such amount, such Bank
and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount, together
with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the
Borrower, the interest rate applicable at the time to the Line of
Credit Loan comprising such Line of Credit Loan Borrowing and
(ii) in the case of such Bank, the Federal Funds Rate.  If such
Bank shall repay to the Administrative Agent such corresponding
amount, such amount so repaid shall constitute such Bank's Line
of Credit Loan as part of such Borrowing for purposes of this
Agreement.  If the Borrower shall repay to the Administrative
Agent such corresponding amount, such payment shall not relieve
such Bank of any obligation it may have to the Borrower
hereunder.
(f)  The failure of any Bank to make the Line of Credit Loan to
be made by it as part of any Line of Credit Loan Borrowing
pursuant to this Section 2.2 shall not relieve any other Bank of
its obligation, if any, hereunder to make its Line of Credit Loan
on the date of such Borrowing, but no Bank shall be responsible
for the failure of any other Bank to make the Line of Credit Loan
to be made by such other Bank on the date of any such Line of
Credit Loan Borrowing.
     2.3  Maturity of the Line of Credit Loan.  Subject to the terms
of this Section 2.3 and Section 2.5, the Line of Credit Loans are
due  and  payable in full, together with all accrued  but  unpaid
interest   thereon,  on  the  Line  of  Credit  Loan   Commitment
Termination  Date,  the First Extended Termination  Date  or  the
Second  Extended  Termination  Date  (as  applicable),  and   the
Borrower  shall pay the outstanding principal amount of the  Line
of  Credit  Loans (together with all accrued but unpaid  interest
thereon)  and  all other amounts payable under this Agreement  in
full on the Line of Credit Loan Commitment Termination Date,  the
First   Extended   Termination  Date  or  the   Second   Extended
Termination Date (as applicable). Upon the written request of the
Borrower to the Administrative Agent at least ten (10) days prior
to  the   Line  of Credit Loan Commitment Termination  Date,  the
Majority Banks in their sole discretion may consent in writing to
extend  the  Line of Credit Commitment Termination  Date  to  the
First Extended Termination Date.  Upon the written request of the
Borrower to the Administrative Agent at least ten (10) days prior
to  the  First Extended Termination Date, the Majority  Banks  in
their sole discretion may consent  in writing to extend the First
Extended  Termination  Date  to the Second  Extended  Termination
Date.  Further, in the event (i) the Borrower has not consummated
a  Take-Out  Offering on or before the Line of Credit  Commitment
Termination  Date  but is using its best good  faith  efforts  to
arrange  and  negotiate  such Take-Out Offering  on  commercially
reasonable terms as evidenced by commencement of the drafting  of
an  offering  memorandum or prospectus, as the case may  be,  and
commencement  of  the  roadshow process or  substantial  progress
toward  the  completion of each of these steps, and  the  capital
markets  on  the Line of Credit Loan Commitment Termination  Date
appear likely to be conducive to a successful completion of  such
Take-Out Offering at the time at which such Take-Out Offering  is
expected  to  price (such determination to be made  at  the  sole
discretion of FUSI in consultation with the Borrower and its Take-
Out  Offering  providers) ("Successful Offering"),  or  (ii)  the
Borrower  notifies  the Banks prior to the Line  of  Credit  Loan
Commitment Termination Date that (A) it intends to proceed with a
Permanent Credit Facility or (B) it has received and accepted  in
writing   a   fully-underwritten  commitment   from   a   lending
institution to provide a permanent bank credit facility (a "Fully
Underwritten Commitment"), the proceeds from which will  be  used
to  pay all amounts owing by the Borrower hereunder and under the
UBN  Credit Agreement and that results in the termination of this
Agreement  and all Line of Credit Loan Commitments  and  the  UBN
Credit  Agreement and the commitments thereunder, then the  Banks
shall not unreasonably withhold their consent to extend the  Line
of  Credit  Commitment  Termination Date to  the  First  Extended
Termination  Date or the First Extended Termination Date  to  the
Second  Extended Termination Date, as applicable.  In  the  event
that on the Line of Credit Commitment Termination Date (1) a Take-
Out  Offering  has not occurred, (2) either the Borrower  is  not
using its best good faith efforts to arrange and negotiate a Take-
Out  Offering or the capital markets do not appear likely  to  be
conducive to a Successful Offering and (3) the Borrower  has  not
received  a  Fully Underwritten Commitment, then FUSI  is  hereby
authorized and engaged pursuant to the Engagement Letter, in  its
discretion  based on consultation with the Borrower, to  commence
the arrangement and syndication of a Permanent Credit Facility.

     2.4  Mandatory Prepayments.  Whether or not a Loan Conversion has
occurred  pursuant to Section 2.5, the Borrower shall  and  shall
cause   the   Loan  Parties  to  make  the  following   mandatory
prepayments with respect to the Loans:

          (a)  Within five Business Days of the effective date of any new
Debt  Offering or any increase in the commitments under  the  UBN
Credit Agreement, the Borrower or the applicable Loan Party shall
make  a  mandatory prepayment of principal on the Loans equal  to
the Net Cash Proceeds of the Debt Offering or the increase in the
amount  of  the commitments under UBN Credit Agreement,  together
with  accrued  interest  on  such  principal  amount  (each  such
payment,  a  "Mandatory  Prepayment  of  Debt  Proceeds").   Each
Mandatory Prepayment of Debt Proceeds shall be applied to payment
of  the principal amount of the Loans, and in the event that  the
payment occurs subsequent to a Loan Conversion, by application to
the  unpaid  installments of principal in the  inverse  order  of
scheduled maturities.

(b)  Within five Business Days of the effective date of a Capital
Market Transaction by the Borrower, the Parent Guarantor or any
Subsidiary Guarantor, the Borrower or the applicable Loan Party
shall make a mandatory prepayment of principal on the Loans equal
to the Net Cash Proceeds of the Capital Market Transaction (each
such payment, a "Mandatory Prepayment of Equity Proceeds").  Each
Mandatory Prepayment of Equity Proceeds shall be applied to
payment of the principal amount of the Loans, and in the event
that the payment occurs subsequent to a Loan Conversion, by
application to the unpaid installments of principal in the
inverse order of scheduled maturities.
(c)  In accordance with Section 4.4(c), the Borrower shall
indemnify the Banks for any loss or expense, including loss of
margin, incurred with respect to any such prepayments applied to
Eurodollar Loans on any day other than the last day of the
applicable Interest Period.
     2.5  Conversion of Line of Credit Loans to Term Loans.  Subject
to  the terms of Section 2.3, on each of the Line of Credit  Loan
Commitment Termination Date, the First Extended Termination  Date
and  the  Second  Extended Termination Date, the  Majority  Banks
shall  have  the right in their sole discretion to  convert  (the
"Loan  Conversion") the Line of Credit Loans of all the Banks  to
term loans (the "Interim Term Loan Facility") which will be fully
secured  in  accordance with the terms of Article III hereof  and
rank pari passu with the UBN Credit Agreement.

     2.6  Syndication of Permanent Credit Facility.  The Borrower
agrees  that,  on  and after the Line of Credit  Loan  Commitment
Termination Date, it will cooperate with FUSI in syndicating  any
Permanent Credit Facility that is priced and structured based  on
current  market  conditions at such time in  order  to  ensure  a
successful  syndication of such Permanent Credit Facility  on  or
prior  to the Second Extended Termination Date.  With respect  to
any such Permanent Credit Facility, certain commitment levels and
titles  (as  determined  by  FUSI  after  consultation  with  the
Borrower)  will be reserved for the Banks.  Before the completion
of  the  syndication  of a Permanent Credit  Facility,  (a)  FUSI
shall,  after  consultation with the  Borrower,  be  entitled  to
change  the pricing, structure or terms of such Permanent  Credit
Facility  if  FUSI determines that such changes are warranted  by
market  conditions or to ensure an optimal capital and/or  credit
structure of any such facility and (b) the Majority Banks  shall,
after  consultation with the Borrower, be entitled to change  the
pricing, structure or terms of the Interim Term Loan Facility  if
the  Majority Banks determine that such changes are warranted  by
market  conditions or to ensure an optimal capital and/or  credit
structure of any such facilities.

     2.7  Repayment of the Loans Subsequent to Conversion.  In the
event  that  the  Loans are not due and payable on  the  Line  of
Credit  Loan  Commitment  Termination Date,  the  First  Extended
Termination  Date  or  the Second Extended Termination  Date  (as
applicable) as a result of a Loan Conversion, and subject to  the
earlier  acceleration of the Loans pursuant to Section  9.1,  the
Borrower  shall  repay the principal balance outstanding  on  the
Line  of  Credit  Loan  Commitment Termination  Date,  the  First
Extended Termination Date or the Second Extended Termination Date
(as applicable) in ten (10) semi-annual installments of principal
in  the  amount  and on the dates set forth in  the  table  below
(subject  to proportional adjustment in the event that less  than
the  full principal amount of the Line of Credit Loan Commitments
are  outstanding  and  adjustment to  reflect  any  prepayments);
provided  that, in any event, on the Term Loan Maturity Date  the
Borrower  shall pay the full principal amount of all  Loans  then
outstanding and all other amounts owing hereunder (together  with
all accrued and unpaid interest thereon).

     Payment Date                  Principal Payment
                                        Amount

          October 20, 2000        $11,250,000

          January 20, 2001        $16,875,000

            July 20, 2001         $16,875,000

          January 20, 2002        $16,875,000

            July 20, 2002         $16,875,000

          January 20, 2003        $16,875,000

            July 20, 2003         $16,875,000

           January 20 2004        $16,875,000

            July 20, 2004         $16,875,000

          January 20, 2005        $78,750,000


                           ARTICLE III

                            SECURITY

     3.1  Granting of Security.

          (a)  Creation of Liens.  If a Security Event shall occur, then
upon the occurrence of such Security Event, the Liens of each  of
the  Borrower, the Parent Guarantor and the Subsidiary Guarantors
granted  under the Collateral Documents shall immediately  become
effective  without further action on the part of the  parties  to
this  Agreement and the Collateral Documents.  All Liens  granted
under  the Collateral Documents shall become enforceable  against
the  Loan Parties and upon all of their respective properties and
assets,  whether  now  owned  or  hereafter  acquired,  including
without limitation real estate, personal property, agreements  of
sale,  purchase  options,  stock  or  partnership  interests   in
Affiliates, intercompany obligations and any collateral  for  any
of  the  foregoing.  All Liens granted pursuant to the Collateral
Documents are in favor of the Collateral Agent for the benefit of
(i)  the  Banks and (ii) the banks under the UBN Credit Agreement
(the  Banks  and  the banks under the UBN Credit Agreement  being
collectively referred to herein as the "Senior Lenders"), so that
the Senior Lenders shall be secured equally and ratably by all of
Borrower's, the Parent Guarantor's and the Subsidiary Guarantors'
assets in accordance with each such Lender's proportionate  share
of  the  Loans and the loans and other credit extended under  the
UBN  Credit  Agreement.   In the event  that  any  Senior  Lender
provides  a Swap Agreement to the Borrower or any Guarantor,  the
obligations  under such Swap Agreement shall be pari  passu  with
such  Loan Party's obligations under this Agreement and shall  be
secured  by  liens  and security interests under  the  Collateral
Documents upon the occurrence of a Security Event.

(b)  Delivery and Recordation of Documents.  All Collateral
Documents shall be in substantially the forms attached as
exhibits to this Agreement or as otherwise approved by Collateral
Agent with such changes as Collateral Agent may approve
including, without limitation, such changes as may be required by
virtue of differences in the laws of the state where the
collateral is located, and shall be accompanied by such
additional documents and agreements relating thereto, including
additional evidence of property, title insurance, casualty and
liability insurance, existing environmental studies, consents to
assignment and legal opinions as the Collateral Agent may
require.  In furtherance of the foregoing and as provided in
Section 5.1, the Borrower, the Parent Guarantor and each
Subsidiary Guarantor shall execute and deliver to the Collateral
Agent all of the Collateral Documents except for the Mortgages
relating to assets owned by the Loan Parties as of the Closing
Date.  Upon the request of the Collateral Agent, and to the
extent necessary to effect a first priority lien (subject to
Permitted Liens) in favor of the Collateral Agent, the Borrower,
the Parent Guarantor and each Subsidiary Guarantor shall execute,
acknowledge (if required) and deliver to the Collateral Agent all
Mortgages and other Collateral Documents relating to each
property now existing or acquired by the Borrower, the Parent
Guarantor or the Subsidiary Guarantors after the Closing Date.
The Collateral Agent shall hold the executed Collateral Documents
in escrow until the occurrence of a Security Event.  The
Administrative Agent shall have the right to conduct lien
searches, intellectual property searches and title searches as
the Administrative Agent deems, appropriate at Borrower's
expense.  Upon the occurrence of a Security Event, the Collateral
Documents shall, without further act on the part of Borrower, the
Parent Guarantor or the Subsidiary Guarantors, be deemed to have
been fully delivered to the Collateral Agent free of any
limitation or restriction imposed by this Agreement and shall be
recorded or filed by Collateral Agent, at Borrower's expense, in
all locations as Collateral Agent may deem necessary or
appropriate.  Upon the happening of a Security Event, the
Borrower shall cause to be delivered a favorable opinion of
counsel to the Loan Parties in form and substance acceptable to
the Administrative Agent relating, inter alia, to the Collateral
Documents    From time to time upon request of Collateral Agent
following the occurrence of a Security Event, the Borrower, the
Parent Guarantor and the Subsidiary Guarantors shall provide to
Collateral Agent such information as may be required to update
and correct any property descriptions constituting a part of any
Collateral Documents to reflect sales or other dispositions of
portions of the property so described or acquisitions of new
assets or property and shall execute any other Mortgages or
Collateral Documents and take other actions as required by the
Administrative Agent in order to protect and perfect the
Collateral Agent's security interest in the Collateral.
(c)  Power of Attorney.  Each of Borrower, the Parent Guarantor
and the Subsidiary Guarantors hereby appoints any officer or
agent of the Collateral Agent as its true and lawful attorney,
for it and in its name, place and stead, to make, execute,
deliver, and cause to be recorded or filed any or all such
mortgages, deeds of trust, assignments, pledges, security
interests, financing statements and additional documents and
agreements relating thereto, granting unto said attorney full
power to do any and all things said attorney may consider
reasonably necessary or appropriate to be done with respect to
the Collateral Documents as fully and effectively as the
Borrower, the Parent Guarantor and the Subsidiary Guarantors
might or could do, and hereby ratifying and confirming all its
said attorney shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is coupled with an interest and
shall be irrevocable for the term of this Agreement and all
transactions hereunder.  Each of the Banks hereby consents to and
authorizes the Administrative Agent to enter into and execute,
amend or modify from time to time on its behalf, and agrees to be
bound by, the Collateral Agency and Sharing Agreement.
     3.2  Security Events.  Each of the following shall be a security
event  ("Security Event") hereunder unless waived by the Majority
Banks in writing:

          (a)  the occurrence of an Event of Default hereunder;

(b)  the Line of Credit Loans, interest accrued but unpaid
thereon, expenses reimbursable by the Borrower and all other
obligations of the Borrower to the Administrative Agent and the
Banks under this Agreement and the Loan Documents have not been
paid in full on or before the Line of Credit Loan Commitment
Termination Date, the First Extended Termination Date, or the
Second Extended Termination Date (as applicable); and
(c)  the occurrence of a Loan Conversion.

                           ARTICLE IV

                      INTEREST, FEES, ETC.

     4.1  Interest Period Election.  The Borrower shall elect the
Interest  Period  that  shall  apply  to  each  Eurodollar  Loan;
provided  that all Eurodollar Loans related to the same Borrowing
shall  have  the  same Interest Period and prior to  the  written
consent  of the Majority Banks to the Loan Conversion,  the  last
day  of any Interest Period shall end on or prior to the Line  of
Credit  Loan  Commitment  Termination Date,  the  First  Extended
Termination  Date  or  the Second Extended Termination  Date  (as
applicable);  provided  further,  that  during  the  time  period
preceding  the  Line of Credit Loan Commitment Termination  Date,
the  First  Extended  Termination Date  or  the  Second  Extended
Termination Date (as applicable), the Borrower may only select an
Interest  Period of one month.  Each such election  shall  be  in
substantially  the  form  of Exhibit 4.1  hereto  (a  "Notice  of
Interest  Period") and shall be made by giving the Administrative
Agent  at least three Business Days' prior written notice thereof
specifying the Interest Period being elected.  The Administrative
Agent  shall promptly notify each Bank of its receipt of a Notice
of  Interest Period and of the contents thereof.  If, within  the
time  period  required under the terms of this Section  4.1,  the
Administrative Agent does not receive a Notice of Interest Period
from  the  Borrower, or a Default or Event of Default shall  then
exist  and  be  continuing, then the Administrative  Agent  shall
inform  the  Banks of the same and the Interest Period applicable
to  such  Eurodollar Loans thereafter shall be (x) one month,  in
the  case  of  the  Borrower's failure to  deliver  a  Notice  of
Interest  Period, and (y) of such duration as the  Administrative
Agent  may determine, in the event a Default or Event of  Default
shall then exist and be continuing, until such time as (i) in the
case  of the foregoing clause (x), the Borrower delivers a Notice
of Interest Period in accordance with the terms of this Agreement
electing  a  different Interest Period or (ii) such Loans  become
due  and  payable (as the case may be).  Each Notice of  Interest
Period shall be irrevocable.

     4.2  Interest Rate; Payment of Interest.

          (a)  For Eurodollar Loans, the Borrower shall pay interest on the
unpaid  principal  amount thereof from the  date  of  the  making
thereof until the principal amount thereof shall be paid in  full
at (i) during the Line of Credit Loan Availability Period, a rate
per  annum  equal  at  all times during the  applicable  Interest
Period for each Eurodollar Loan to the sum of the Eurodollar Rate
for  such  Interest Period plus the Applicable Margin (calculated
on the basis of a year of 360 days), and (ii) upon the occurrence
of  a  Loan  Conversion, at a rate per annum equal at  all  times
during the applicable Interest Period for each Eurodollar Loan to
the  sum  of  the Eurodollar Rate for such Interest  Period  plus
three  and  three-quarters percent (3-3/4%),  provided  that  the
Majority  Banks shall, after consultation with the  Borrower,  be
entitled to change the pricing, structure or terms of the Interim
Term  Loan  Facility  if the Majority Banks determine  that  such
changes  are  warranted  by market conditions  or  to  ensure  an
optimal  capital and/or credit structure of any such  facilities.
Interest shall be payable by the Borrower in arrears on the  last
day  of  such  Interest  Period,  except  that  in  the  case  of
Eurodollar  Loans  having  an  Interest  Period  of  six  months,
interest shall be payable both on the three-month anniversary  of
the  date  such Eurodollar Loan was made and on the last  day  of
such Interest Period.

(b)  Eurodollar Rate Unascertainable.  If on any date on which a
Eurodollar Rate would otherwise be determined, the Administrative
Agent shall have determined that adequate and reasonable means do
not exist for ascertaining such Eurodollar Rate, or a contingency
has occurred which materially and adversely affects the London
interbank eurodollar market relating to the Eurodollar Rate, then
in that event, the Administrative Agent shall give notice to the
Borrower and the Banks (the "Determination Notice") and:
(i) with respect to Banks located in the United States, interest
shall accrue and be payable by the Borrower at a rate of interest
equal to the Alternate Base Rate plus 2.75% subject to adjustment
in accordance with Section 4.2(a) and (ii) with respect to the
Loans of the Banks located outside of the United States that are
not lending through a branch or Affiliate located in the United
States, the Borrower, such Banks and the Administrative Agent
shall then negotiate in good faith in order to agree upon a
mutually satisfactory interest rate (or separate rates in respect
of the Loans of the several Banks) (the "Reference Rate") and
Interest Period (or Periods) to be substituted for those which
would otherwise have applied under this Agreement; provided
however, if the Borrower, such Banks and the Administrative Agent
are unable to agree upon an interest rate (or rates) and Interest
Period (or Periods) within a period not exceeding thirty days of
the giving of such Determination Notice, then the Administrative
Agent shall (after consultation with such Banks) set an interest
rate (or separate rates in respect of the Loans of the several
Banks) and an Interest Period (or Periods) all to take effect
from the expiration of the Interest Period current at the date of
the Determination Notice, which rate (or rates) shall be the
aggregate of the Applicable Margin (as defined in the UBN Credit
Agreement) and the cost to each of the Banks of funding their
Ratable Portion of the Loans.  In the event that the conditions
referred to in this Section 4.2(b) shall extend beyond the end of
an Interest Period so agreed or set, the foregoing procedure
shall be repeated as often as may be necessary.
(c)  Default Rate of Interest.  If any amount of principal of any
Loan is not paid when due, whether at stated maturity, by
acceleration or otherwise, the interest rate applicable to any
such amount shall be the interest rate applicable to such Loan
(as determined in accordance with this Agreement) plus two
percent (2%) per annum, payable on demand.  If any interest, fee
or other amount payable hereunder is not paid when due, such
amount shall bear interest at a rate per annum equal at all times
to the applicable interest rate in effect at such time (and, in
the case of a Eurodollar Loan, for a period and for a Dollar
amount determined by the Administrative Agent), plus 2% per
annum, payable on demand.
     4.3  Interest Rate Determination and Protection.

          (a)  If the Administrative Agent shall on behalf of the Banks
determine  in good faith (which determination shall be conclusive
and  binding  on the Borrower and the Banks) that, by  reason  of
circumstances affecting the international interbank  Eurocurrency
market  generally, adequate and reasonable means do not  or  will
not  exist for ascertaining the Eurodollar Rate applicable to any
Interest  Period, the Administrative Agent shall give  notice  of
such  determination (hereinafter called a "Determination Notice")
to  the Borrower and each of the Banks.  The Borrower, the  Banks
and  the Administrative Agent shall then negotiate in good  faith
in  order to agree upon a mutually satisfactory interest rate (or
separate rates in respect of the Eurodollar Loans of the  several
Banks)  and  Interest Period (or Periods) to be  substituted  for
those  which  would otherwise have applied under this  Agreement.
If  the  Borrower,  the  Banks and the Administrative  Agent  are
unable  to  agree upon an interest rate (or rates)  and  Interest
Period (or Periods) within a period not exceeding 30 days of  the
giving of such Determination Notice, then the Borrower shall have
the  right to prepay any such Loans (without premium or  penalty)
and  with  respect to any such Eurodollar Loans that are  not  so
prepaid, the Administrative Agent shall (after consultation  with
the Banks) set an interest rate (or separate rates in respect  of
the Eurodollar Loans of the several Banks) and an Interest Period
(or  Periods)  all  to  take effect from the  expiration  of  the
Interest Period current at the date of the Determination  Notice,
which rate (or rates) shall be (i) during the Line of Credit Loan
Availability Period, the Base Rate or Reference Rate for non-U.S.
Banks  plus  1.75%,  and  (ii) upon the occurrence  of  the  Loan
Conversion,  the Base Rate or Reference Rate for  non-U.S.  Banks
set forth in Section 4.2(b).

(b)  The Administrative Agent shall give prompt notice to the
Borrower and the Banks of the applicable interest rate determined
by the Administrative Agent for purposes of Section 4.2, and the
applicable rate furnished by the Reference Bank.
(c)  If the Majority Banks notify the Administrative Agent that
the Eurodollar Rate for any Interest Period will not adequately
reflect the cost to such Banks of making or maintaining their
respective Loans for such Interest Period, the Administrative
Agent shall forthwith give notice thereof to the Borrower and the
Banks stating the circumstances which have caused such notice to
be given, and if such notice shall be given prior to the Loan or
Loans being advanced by the Banks, the Borrower's right to borrow
the Eurodollar Loans hereunder from the Banks shall be suspended
during the continuation of such circumstances.  In any event,
during the 30 days following the giving of such notice, the
Borrower, the Administrative Agent and the Banks shall negotiate
in good faith in order to arrive at an alternative interest rate
or (as the case may be) an alternative basis for the Banks to
fund or continue to fund their Ratable Portion of such Eurodollar
Loans during such Interest Period.  If within such 30-day period
an alternative interest rate or (as the case may be) an
alternative basis is agreed upon, then such alternative interest
rate or (as the case may be) alternative basis shall take effect
in accordance with the terms of such agreement.  If the Borrower,
the Administrative Agent and the Banks fail to agree on such an
alternative interest rate or (as the case may be) alternative
basis within such 30-day period and such circumstances are
continuing at the end of such 30-day period, then the
Administrative Agent with the agreement of each Bank shall set an
interest period and interest rate which rate (or rates) shall be
(i) during the Line of Credit Loan Availability Period, the Base
Rate or Reference Rate for non-U.S. Banks plus 1.75% , and
(ii) upon the occurrence of the Loan Conversion, the Base Rate or
Reference Rate for non-U.S. Banks set forth in Section 4.2(b).
If the circumstance shall continue at the end of such interest
period, the procedure in this Section 4.3(c) shall be repeated.
If the Borrower shall not agree with such rate then the Borrower
may, upon not less than 15 Business Days' irrevocable notice of
prepayment to the Administrative Agent, prepay (without premium
or penalty) the Loans on the first Business Day after such
period, together with accrued interest thereon at the applicable
rate plus the Applicable Margin.
     4.4  Prepayments of Eurodollar Loans.

          (a)  Optional Prepayments.  Subject to the provisions of this
Section  4.4,  and  upon at least three (3) Business  Days  prior
written  notice (which notice shall be irrevocable) the  Borrower
may  prepay  Eurodollar Loans on the last  day  of  any  Interest
Period  with respect to such Eurodollar Loans in accordance  with
Section 2.1(c) (i).

(b)  Mandatory Prepayment.  The Borrower shall prepay Line of
Credit Loans to the extent necessary to ensure that the aggregate
principal amount of all Line of Credit Loans outstanding, will
not at any time exceed the Line of Credit Loan Commitments of the
Banks.
(c)  Indemnification of Banks.  The Borrower shall indemnify the
Banks pursuant to Section 11.4(c) in the event that any
prepayment shall be made on a day other than the last day of an
Interest Period for the Eurodollar Loan or Loans being prepaid.
(d)  Amount and Allocation of Prepayment.  Each partial
prepayment permitted under this Section 4.4 shall be in an
aggregate amount of not less than $1,000,000 or integral
multiples of $1,000,000 in excess thereof.
     4.5  Agents' Fee. The Borrower will pay to the Administrative
Agent  and  the Syndication Agent, for their respective  account,
the  fees  (the  "Agency  Fees") in accordance  with  the  letter
agreement  dated  April 26, 2000, between the  Borrower  and  the
Administrative Agent and the Syndication Agent (the "Agents'  Fee
Letter").  Such fee shall be paid in accordance with the terms of
the Agents' Fee Letter.

     4.6  Increased Costs.  (a) If, due to either (i) the introduction
of  or any change (other than any change by way of imposition  or
increase  of  reserve  requirements included  in  the  Eurodollar
Reserve Requirement) in, or in the interpretation of, any law  or
regulation  or (ii) the compliance with any guideline or  request
from any central bank or other Governmental Authority (whether or
not  having the force of law), there shall be any increase in the
cost (other than with respect to income, franchise or withholding
taxes or other taxes of a similar nature) to any Bank of agreeing
to  make  or  making,  funding  or maintaining  any  Loans,  then
(A)  such Bank shall, as soon as such Bank becomes aware of  such
increased  cost, but in any event not later than  90  days  after
such increased cost was incurred, deliver to the Borrower and the
Administrative Agent a notice stating the actual amount  of  such
increased  cost  incurred by such Bank; (B) the  Borrower  shall,
promptly   upon   its  receipt  of  such  notice   pay   to   the
Administrative  Agent  for  the  account  of  such  Bank  amounts
sufficient  to  compensate  such  Bank  for  the  increased  cost
incurred  by it as set forth in the notice referred to above  and
(C)  such Bank shall use its reasonable best efforts to designate
another of its then existing offices as its Lending Office if the
making  of such designation would, without any detrimental effect
to  such Bank, as determined by such Bank in its sole discretion,
avoid  the  need  for, or reduce the amount of, future  increased
costs  which  are probable of being incurred by such  Bank.   The
amount of increased costs payable by the Borrower to any Bank  as
stated  in  any  such notice delivered to the  Borrower  and  the
Administrative   Agent  pursuant  to  the  provisions   of   this
Section  4.6(a) shall be conclusive and binding for all purposes,
absent manifest error.

          (a)

(b)  If any Bank shall be required under Regulation D to maintain
reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, then (i) such Bank shall,
within 45 days after the end of any Interest Period with respect
to any Eurodollar Loan during which such Bank was so required to
maintain such reserves, deliver to the Borrower and the
Administrative Agent a notice stating (A) that such Bank was
required to maintain reserves and as a result such Bank incurred
additional costs in connection with making Eurodollar Loans and
(B) in reasonable detail, such Bank's computations of the amount
of additional interest payable by the Borrower pursuant to the
provisions of this Section 4.6(b), and (ii) the Borrower shall
promptly upon receipt of any such notice, pay to the
Administrative Agent, for the account of such Bank, additional
interest on the unpaid principal amount of each Eurodollar Loan
of such Bank outstanding during the Interest Period with respect
to which the above-referenced notice was delivered to the
Borrower, at a rate per annum equal to the difference obtained by
subtracting (x) the Eurodollar Rate for such Interest Period from
(y) the rate obtained by dividing such Eurodollar Rate by a
percentage equal to 100% minus the Eurodollar Reserve Requirement
of such Bank for such Interest Period.  The amount of interest
payable by the Borrower to any Bank as stated in any certificate
delivered to the Borrower and the Administrative Agent pursuant
to the provisions of this Section 4.6(b) shall be conclusive and
binding for all purposes, absent manifest error.
(c)  The payments required under Sections 4.6(a) and (b) are in
addition to any other payments and indemnities required under
this Agreement.
     4.7  Illegality.  Notwithstanding any other provision of this
Agreement,  if the introduction of or any change  in  or  in  the
interpretation of any law or regulation, in each case  after  the
date hereof, shall make it unlawful, or any central bank or other
Governmental Authority shall assert that it is unlawful, for  any
Bank  or its Lending Office to make Loans or to continue to  fund
or maintain Loans, then, on notice thereof and demand therefor by
such  Bank  to  the  Borrower through the  Administrative  Agent,
(i)  the obligation of such Bank to make Loans shall be suspended
until such Bank through the Administrative Agent shall notify the
Borrower that the circumstances causing such suspension no longer
exist  and  (ii)  the  Borrower shall forthwith  prepay  (without
premium  or  penalty)  in  full  all  Loans  of  such  Bank  then
outstanding,  together with interest accrued  thereon;  provided,
however, that before making any such demand, each Bank agrees  to
use  its reasonable best efforts to designate another of its then
existing  offices as its Lending Office if the making of  such  a
designation would, without any detrimental effect to  such  Bank,
cause the making of Loans to not be subject to this Section 4.7.

     4.8   Capital  Adequacy.  If any Bank shall,  at  any  time,
reasonably determine that (a) the adoption (i) after the date  of
this Agreement, of any capital adequacy guidelines or (ii) at any
time, of any other applicable Law, government rule, regulation or
order  regarding  capital  adequacy  of  banks  or  bank  holding
companies, (b) any change in (i) any of the foregoing or (ii) the
interpretation or administration of any of the foregoing  by  any
Governmental  Authority,  central bank or  comparable  agency  or
(c)  compliance with any policy, guideline, directive or  request
regarding  capital adequacy (whether or not having the  force  of
law  and  whether  or  not failure to comply therewith  would  be
unlawful)  of  any  Governmental  Authority,  central   bank   or
comparable agency, would have the effect of reducing the rate  of
return  on  the capital of such Bank to a level below that  which
such  Bank  could have achieved but for such adoption, change  or
compliance (taking into consideration the policies of  such  Bank
with  respect  to  capital adequacy in effect immediately  before
such adoption, change or compliance) and (x) such reduction is as
a  consequence of the Line of Credit Loan Commitment of,  or  the
making  of  any  Loans  by,  such Bank  hereunder  and  (y)  such
reduction is reasonably deemed by such Bank to be material,  then
(1)   such   Bank   shall  deliver  to  the  Borrower   and   the
Administrative Agent a notice stating the reduction in  the  rate
of  return such Bank will in the future suffer as a result of its
Line  of Credit Loan Commitment or the making of any Loans by  it
to  the  Borrower hereunder and (2) the Borrower shall,  promptly
upon  receipt of such notice pay to the Administrative Agent  for
the  account of such Bank from time to time as specified by  such
Bank  such amount as shall be sufficient to compensate such  Bank
for  such  reduced  return.   The amount  stated  in  any  notice
delivered  to  the  Borrower pursuant to the provisions  of  this
Section  4.8  shall be conclusive and binding for  all  purposes,
absent manifest error.  In determining any such amount, such Bank
may  use  reasonable  averaging  and  attribution  methods.   The
payments required under this Section 4.8 are in addition  to  any
other payments and indemnities required hereunder.

     4.9  Payments and Computations.

          (a)  The Borrower shall make each payment payable by it hereunder
not  later than 11:00 a.m. (New York City time) on the  day  when
due,  in  Dollars,  to the Administrative Agent  at  its  address
referred  to  in  Section  11.2  in immediately  available  funds
without  setoff or counterclaim.  The Administrative  Agent  will
promptly  thereafter cause to be distributed like funds  relating
to  the  payment of principal or interest or fees ratably  (other
than amounts payable pursuant to Section 4.6, 4.7 or 4.8) to  the
Banks  for  the account of their respective Lending Offices,  and
like funds relating to the payment of any other amount payable to
any  Bank to such Bank for the account of its Lending Office,  in
each  case  to  be applied in accordance with the terms  of  this
Agreement.   Payment received by the Administrative  Agent  after
11:00 a.m. (New York City time) shall be deemed to be received on
the next Business Day.

          (b)  No Reductions.

          (i)  Subject to Section 4.9(b)(ii) and (iii), payments due to the
Administrative  Agent, the Co-Arrangers, or any  Bank  under  the
Loan  Documents, and all other terms, conditions,  covenants  and
agreements   to  be  observed  and  performed  by  the   Borrower
thereunder, shall be made, observed or performed by the  Borrower
without  any  reduction  or deduction whatsoever,  including  any
reduction  or  deduction for any setoff, recoupment, counterclaim
(whether sounding in tort, contract or otherwise) or Tax.

(ii) (x)  If any withholding or deduction from any payment to be
made by the Borrower hereunder is required for any Taxes under
any applicable Law, rule or regulation, then the Borrower will:
          (A)  pay directly to the relevant taxing authority the full
amount required to be so withheld or deducted;

(B)  promptly forward to the Administrative Agent an official
receipt or other documentation satisfactory to the Administrative
Agent evidencing such payment to such authority; and
(C)  pay to the Administrative Agent for the account of the Banks
such additional amount or amounts necessary to ensure that the
net amount actually received by each Bank will equal the full
amount such Bank would have received had no such withholding or
deduction been required.
     In  addition, to the extent permitted by applicable Law, the
Borrower agrees to pay any present or future stamp or documentary
taxes,  excise or property taxes, or any other charges or similar
levies  which arise from any payment made hereunder or  from  the
execution, delivery or registration of, or otherwise with respect
to,  this  Agreement  or the Notes (hereinafter  referred  to  as
"Other Taxes").

     Each Bank shall use its reasonable best efforts to designate
another of its then existing offices as its Lending Office if the
making  of such designation would, without any detrimental effect
to  such Bank (as determined by the Bank in its sole discretion),
avoid the need for, or reduce the amount of, such withholding  or
deduction  from  any  payment to be made  to  such  Bank  by  the
Borrower hereunder required for any Taxes.

     The Borrower will indemnify each Bank and the Administrative
Agent  for the full amount of Taxes or Other Taxes paid  by  such
Bank  or  the Administrative Agent (as the case may be)  and  any
liability  (including penalties, interest and  expenses)  arising
therefrom or with respect thereto, whether or not such  Taxes  or
Other   Taxes   were   correctly  or  legally   asserted.    This
indemnification shall be made within 30 days from the  date  such
Bank  or  the  Administrative Agent (as the case  may  be)  makes
written demand therefor.

     If  the Borrower fails to pay any Taxes or Other Taxes  when
due  to the appropriate taxing authority or fails to remit to the
Administrative  Agent, for the account of the  respective  Banks,
the required receipts or other required documentary evidence, the
Borrower  shall indemnify the Administrative Agent and the  Banks
for any incremental Taxes or Other Taxes, penalties, interest  or
expenses  that may become payable by the Administrative Agent  or
any Bank as a result of any such failure.

          (y)  Notwithstanding subsection (x), the Borrower shall
not be required to indemnify or pay additional amounts for or  on
account of:

               (A)   Taxes  imposed  on or measured  by  the  net
income of the Administrative Agent or any Bank or franchise Taxes
imposed on the Administrative Agent or any Bank, but in each case
only to the extent imposed by the jurisdiction under the laws  of
which the Administrative Agent or such Bank is organized or doing
business (other than as a result of the transactions contemplated
by the Loan Documents or the Administrative Agent's or any Bank's
enforcement  of  its  rights  under any  Loan  Document)  or  any
political subdivision or taxing authority thereof or therein,  or
by  any  jurisdiction in which the Administrative Agent  or  such
Bank's lending office or principal executive office is located or
any  political subdivision or taxing authority thereof or therein
(except,  in  each case, to the extent required by the  following
paragraph to make payments on a net after-tax-basis), or

               (B)   any  Tax or Other Tax imposed by  reason  of
either (i) the failure of the certification made by a Bank on any
form provided pursuant to Section 4.9(b)(iii) to be accurate  and
true  in  all  material  respects  unless  any  such  failure  is
attributable  solely to a Change in Tax Law  that  occurs  on  or
after  the date on which such form is provided by such  Bank,  or
(ii)  the  failure by a Bank to deliver to the Borrower  and  the
Administrative  Agent two duly completed and executed  copies  of
IRS  Form  1001  or  4224  (or  successor  applicable  forms)  in
accordance  with  the  second sentence  of  Section  4.9(b)(iii),
certifying  that such Bank is entitled to receive payments  under
this Agreement and the Loans without deduction or withholding  of
any  United  States  federal  income taxes,  provided  that  this
clause  (B)(ii)  will not apply if such failure  is  attributable
solely  to a Change in Tax Law that occurs on or after  the  date
hereof.

     All  amounts  payable as additional amounts  or  indemnities
pursuant to this Section 4.9(b) shall include an amount necessary
to hold the Administrative Agent or the relevant Bank harmless on
a  net after-tax-basis from and against all Taxes required to  be
paid  with  respect  to or as a result of  the  payment  of  such
additional  amount  or indemnity (including, without  limitation,
Taxes described in clause (A) of the preceding paragraph).

          (iii)     Each Bank that is not a United States person (as such
term  is defined in Section 7701(a)(30) of the Code) agrees  that
it  will,  on  or  before the date that the  Bank  executes  this
Agreement (or, in the case of a Bank that becomes a Bank pursuant
to an assignment described in Section 11.7, on or before the date
that   the  Administrative  Agent  records  the  Notice  of   the
Assignment and Acceptance by which it becomes a Bank), deliver to
the  Borrower and the Administrative Agent two duly completed and
executed  copies of IRS Form 1001 or 4224 or successor applicable
form, as the case may be, certifying in each case that such  Bank
is  entitled  to  receive  payments  payable  to  it  under  this
Agreement and the Loans without deduction or withholding  of  any
United States federal income taxes.  Each Bank that undertakes to
deliver  to  the  Borrower and the Administrative  Agent  an  IRS
Form 1001 or 4224 under the preceding sentence further undertakes
to  deliver  to  the Administrative Agent and  the  Borrower  two
additional  duly completed and executed copies of  Form  1001  or
4224  (or successor applicable forms) on or before the date  that
any such form expires or becomes obsolete or after the occurrence
of  any  event  requiring  a  change  in  the  most  recent  form
previously delivered by it to the Borrower and the Administrative
Agent,  and such extensions or renewals thereof as may reasonably
be  required  by  the Borrower, certifying,  in  the  case  of  a
Form 1001 or 4224, that such Bank is entitled to receive payments
under   this  Agreement  and  the  Loans  without  deduction   or
withholding of any United States federal income taxes, unless, in
any such case, an event (inducing, without limitation, any Change
in  Tax  Law)  has  occurred before the date on  which  any  such
delivery would otherwise be required which renders all such forms
inapplicable  or which causes such Bank to be no longer  eligible
to  complete  and deliver any such form with respect  to  it,  in
which case the Bank shall either (1) furnish to the Borrower such
forms or other certification as the Bank (in its sole opinion) is
legally entitled to furnish evidencing the Bank's eligibility for
a  complete  exemption from or a reduced rate of  withholding  of
United  States federal income taxes, or (2) notify  the  Borrower
that  the  Bank is not capable of receiving payments without  any
deduction or withholding of United States federal income tax.

          (c)  Computations.  All computations of interest based on the
Eurodollar Rate shall be made by the Administrative Agent on  the
basis  of  a  year  of  360 days, and all computations  of  other
interest and other fees shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, in
each case for the actual number of days (including the first  day
but  excluding  the last day) occurring in the period  for  which
such  interest and fees are payable.  Each determination  by  the
Administrative  Agent  of  an interest rate  hereunder  shall  be
conclusive and binding for all purposes, absent manifest error.

(d)  Payment Due on Other Than Business Day.  Whenever any
payment hereunder shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as
the case may be.
(e)  Notice to Administrative Agent of Non-Payment; Presumption
of Payment.  Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment
is due to the Banks hereunder that the Borrower will not make
such payment in full, the Administrative Agent may assume that
the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance
upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank.
If and to the extent that the Borrower shall not have so made
such payment in full to the Administrative Agent, each Bank shall
repay to the Administrative Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until
the date such Bank repays such amount to the Administrative
Agent, at the Federal Funds Rate.
     4.10 Sharing of Payments, Etc.

          (a)  If, prior to the occurrence of an Event of Default, any Bank
shall obtain any payment (whether voluntary, involuntary, through
the exercise of any right of setoff, or otherwise) on account  of
the  Loans  made by it (other than pursuant to Section 4.6,  4.7,
4.8  or  4.9)  in  excess of its Ratable Portion of  payments  on
account of the Loans of the same type obtained by all the  Banks,
such  Bank  shall  forthwith purchase from the other  Banks  such
participation in the Loans of such type made by them as shall  be
necessary  to  cause  such purchasing Bank to  share  the  excess
payment ratably with each of them; provided, however, that if all
or  any  portion  of such excess payment is thereafter  recovered
from such purchasing Bank, such purchase from each Bank shall  be
rescinded  and each such Bank shall repay to the purchasing  Bank
the  purchase price to the extent of such recovery together  with
an  amount equal to such Bank's ratable share (according  to  the
proportion of (i) the amount of such Bank's required repayment to
(ii)  the total amount so recovered from the purchasing Bank)  of
any  interest  or other amount paid or payable by the  purchasing
Bank  in  respect of the total amount so recovered.  The Borrower
agrees  that any Bank so purchasing a participation from  another
Bank  pursuant  to this Section 4.10 may, to the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the  right of setoff) with respect to such participation as fully
as  if such Bank were the direct creditor of the Borrower in  the
amount of such participation.

(b)  If, after the Loans are declared to be due and owing (in
accordance with the provisions of this Agreement) prior to their
stated maturity, any Bank shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of
setoff, or otherwise) on account of any Loan or Loans made by it
(other than pursuant to Section 4.6, 4.7, 4.8 or 4.9) in excess
of its Ratable Portion of payments on account of all Loans
obtained by all the Banks, such Bank shall pay over to the
Administrative Agent such excess amount and the Administrative
Agent shall forthwith distribute such payment to the Banks pro
rata in accordance with each such Bank's Ratable Portion of all
Loans then outstanding.

                            ARTICLE V

                      CONDITIONS OF LENDING

     5.1  Conditions Precedent to the Making of the Initial Loans.
The  making  of  the  initial  Loans  hereunder  is  subject   to
satisfaction of the conditions precedent that:

          (a)  the Administrative Agent shall have received the following,
in  form and substance satisfactory to the Administrative  Agent,
and in sufficient copies for each Bank:

          (i)  Certified copies of (1) the resolutions of the Board of
Directors  of  each Loan Party approving each  Loan  Document  to
which  it is a party, and (2) all documents evidencing any  other
necessary  corporate  action and required  governmental  and  any
third-party approvals, licenses and consents with respect to each
Loan Document to which it is a party;

(ii) A copy of the certificate of incorporation of each Loan
Party certified as of a recent date by the Secretary of State of
such Person's jurisdiction of incorporation (or by an official of
equivalent standing in the case of a Loan Party incorporated
outside the U.S.), together with certificates of such official
attesting to the good standing of such Person, and a copy of the
bylaws of each such Person certified by its Secretary or one of
its Assistant Secretaries;
(iii)     A certificate of the Secretary or an Assistant
Secretary of each Loan Party certifying the names and true
signatures of its officers who have been authorized to execute
and deliver each Loan Document to which it is a party and each
other document and certificate to be executed or delivered
hereunder on behalf of such Person;
(iv) A favorable opinion of counsel to the Loan Parties, in
substantially the form of Exhibit 5.1(a) hereto;
(v)  the Notes, duly executed on behalf of the Borrower;
(vi) A duly executed Parent Guaranty;
(vii)     A Subsidiary Guaranty duly executed on behalf of each
of the Subsidiary Guarantors;
(viii)    a Security Agreement duly executed on behalf of the
Borrower, the Parent Guarantor and each Subsidiary Guarantor with
respect to the Collateral which can be created and perfected
under the Uniform Commercial Code;
(ix) Pledge Agreement duly executed on behalf of each Loan Party
with respect to the capital stock, partnership interests and
limited liability interests in which the Loan Parties have an
interest, which Pledge Agreement provides for a pledge of all the
outstanding capital stock, partnership interest and limited
liability interests of entities organized under the laws of the
U.S. and its states in which the Loan Parties have an interest
(exclusive of Alpharma International Holdings Inc., Alpharma Euro
Holdings Inc. and Alpharma Bermuda Inc.),  (ii) a pledge of sixty-
five percent (65%) of the outstanding capital stock of Alpharma
International Holdings Inc., and (iii) subject to Section 7.5, a
pledge of sixty-five percent (65%) of the outstanding capital
stock, partnership interest and limited liability interests of
direct Subsidiaries of the Borrower and its domestic Subsidiaries
which are organized under the laws other than the laws of the
U.S. and its states.  The Collateral Agent shall have received
the certificates representing the shares pledged pursuant to the
Pledge Agreement, together with an undated stock power for each
such certificate executed in blank by a duly authorized officer
of the pledgor thereof;
(x)  a Patent, Trademark and Copyright Security Agreement duly
executed on behalf of any Loan Party with intellectual property
rights which warrant the recordation of such a security agreement
with the U.S. Patent and Trademark Office or U.S. Copyright
Office;
(xi) collateral assignments, financing statements, consents to
assignment and such additional documents relating to the
Collateral as the Administrative Agent shall request in its
absolute discretion;
(xii)     the Administrative Agent shall have received Lien
searches for UCC liens, judgments and tax liens, the scope of
such searches to be satisfactory to the Administrative Agent;
(xiii)    the Administrative Agent shall have received (a)
audited financial statements of the Parent Guarantor and its
Subsidiaries for the fiscal years ending December 31, 1997, 1998
and 1999, and (b) an audited statement of revenues and expenses
of Alpine for the fiscal year ending December 31,  1999.
          (xiv)     since December 31, 1999, no Material Adverse Change
shall have occurred; prior to the Closing Date, there shall  have
been  no  material  change in the senior management  (a  division
president  or  higher) of the Parent Guarantor (excluding  Ingrid
Wiik),  and there shall have been delivered to the Administrative
Agent a certificate by an authorized officer of the Borrower  and
the Parent Guarantor to such effect;

(xv) a Responsible Officer of the Borrower shall have delivered a
certificate of a Responsible Officer of the Borrower in form and
substance satisfactory to the Administrative Agent as to the
capital adequacy and solvency of the Borrower after giving effect
to the transactions contemplated hereby;
          (xvi)     the Borrower shall have paid or caused to be paid to
the  Administrative Agent for itself and for the account  of  the
Banks to the extent not previously paid, all fees accrued through
the  Closing  Date  and  the  cost and  expenses  for  which  the
Administrative Agent and the Banks are entitled to be reimbursed;

(xvii)    the Administrative Agent shall have received the
consent and agreement of the banks under the UBN Credit Agreement
to the granting of the security interests provided for herein and
an executed Collateral Agency Agreement substantially in the form
of Exhibit 5.1(b) hereto;
          (xviii)    the Alpine Acquisition contemplated hereby shall be
consummated simultaneously with the closing of the initial  Loans
hereunder  in  accordance with the terms and  conditions  of  the
Alpine   Purchase  Agreement  as  heretofore  reviewed   by   the
Administrative Agent without any material amendment  or  material
waiver which would be adverse to the Borrower not consented to by
the Administrative Agent.  The Loan Parties shall evidence to the
satisfaction  of the Administrative Agent that the  aggregate  of
(i) all Indebtedness for Borrowed Money of the Seller assumed  by
the  Borrower, (ii) all indebtedness of the Seller  satisfied  in
connection with the transactions effected by the Alpine  Purchase
Agreement,  and  (iii) all Consideration paid to the  Seller  and
expenses  incurred  by the Loan Parties in  connection  with  the
Borrower's  acquisition of certain of  the assets of  the  Seller
does  not  exceed  $255,000,000, plus  an  amount  which  in  the
reasonable  judgment of the Borrower and Parent  Guarantor  shall
not  exceed  $70,000,000 and is payable in  accordance  with  the
terms  of  the  Alpine  Purchase  Agreement  based  solely  on  a
valuation  of  usable and saleable inventory acquired  under  the
Alpine Acquisition;

          (xix)     the Borrower shall deliver to the Administrative Agent
a  certificate  prepared  as of the Closing  Date  showing  total
unused  availability under the UBN Credit Agreement, after giving
effect  to  the  Loans  to  be  made  on  the  Closing  Date  and
consummation of the transactions contemplated hereby, of at least
$40,000,000;

(xx) the Administrative Agent shall have received pro forma
financial statements showing that after giving effect to the
Alpine Acquisition, for the twelve month period ending as of
December 31, 1999, the Borrower's earnings before interest
expense, taxes, depreciation and amortization of $215,000,000
          (b)  on the date of such Loans, the UBN Credit Agreement shall
have  been (or shall simultaneously be) amended substantially  in
the  form of Exhibit 5.1(c) hereto, to allow for the grant of the
liens  and security interests contemplated in this Agreement  and
the  Collateral Documents, and the Borrower, the Parent Guarantor
and the Subsidiary Guarantors shall have obtained such additional
consents as shall be necessary in order to grant the Liens  under
the  Collateral Documents.  In addition, Union Bank of Norway and
the  other  Senior  Lenders shall have entered into  satisfactory
agreements  with  the  Administrative  Agent  relating   to   the
Administrative Agent's role as Collateral Agent for  such  Senior
Lenders,  which  agreements shall include  terms  and  provisions
limiting  the liability of the Administrative Agent, indemnifying
the  Administrative Agent, and providing for reimbursement of the
Administrative  Agent's  expenses  as  are  standard   for   such
agreements.

     5.2   Conditions Precedent to the Making of Each Loan.   The
obligation  of each Bank to make any Loan, including the  initial
Loans, shall be subject to the further conditions precedent  that
the  following statements shall be true on the date of the making
of  such Loan, before and after giving effect thereto and to  the
application of the proceeds therefrom (and the acceptance by  the
Borrower  of  the  proceeds  of  such  Loan  shall  constitute  a
representation and warranty by the Borrower that on the  date  of
such Loan such statements are true):

          (i)  The representations and warranties contained in Article VI
(other than those stated to be made as of a particular date)  are
true  and correct in all material respects on and as of such date
as though made on and as of such date; and

(ii) No event has occurred and is continuing, or would result
from the Loans being made on such date, which constitutes a
Default or an Event of Default.

ARTICLE VI



                 REPRESENTATIONS AND WARRANTIES

     To  induce the Administrative Agent and Banks to enter  into
this  Agreement,  the  Borrower represents and  warrants  to  the
Administrative Agent and the Banks as follows:

     6.1  Corporate Existence.  The Borrower, its Subsidiaries and
each  other  Loan  Party (i) is a corporation duly  incorporated,
validly  existing  and in good standing (in  jurisdictions  where
good  standing is an applicable concept) and all fees  and  taxes
due  or owing to any Governmental Authority have been paid  under
the  laws of the jurisdiction of its incorporation; (ii) is  duly
qualified  and  in  good  standing (in  jurisdictions  where  due
qualification  and good standing are applicable  concepts)  as  a
foreign corporation under the laws of each other jurisdiction  in
which  the  failure so to qualify would have a  Material  Adverse
Effect; (iii) has all requisite corporate power and authority  to
conduct its business as now being conducted and as proposed to be
conducted; (iv) is in compliance with its articles or certificate
of incorporation and by-laws.

     6.2  Corporate Power; Authorization; Enforceable Obligations.

          (a)  The execution, delivery and performance by the Borrower and
each  other  Loan  Party  of this Agreement  or  any  other  Loan
Document to which it is a party:

          (i)  are within its corporate powers;

(ii) have been duly authorized by all necessary corporate action;
(iii)     do not (A) contravene its certificate of incorporation
or by-laws, (B) violate any law or regulation (including, without
limitation, Regulations T, U or X ), or any order or decree of
any court or governmental instrumentality, except those as to
which the failure to comply would not have a Material Adverse
Effect, (C) conflict with or result in the breach of, or
constitute a default under, any instrument, document or agreement
binding upon and material to the Borrower or such Loan Party, or
(D) result in the creation or imposition of any Lien (other than
Permitted Liens) upon any of the Property of the Borrower, any of
its Subsidiaries or any other Loan Party; and
(iv) do not and will not require any consent of, authorization
by, approval of, notice to, or filing or registration with, any
Governmental Authority or any other consent or approval,
including any consent or approval of any Subsidiary of the
Borrower or any consent or approval of the stockholders of the
Borrower or any Subsidiary of the Borrower, other than
(A) consents, authorizations and approvals that have been
obtained, are final and not subject to review on appeal or to
collateral attack, and are in full force and effect and,
(B) notices, filings or registrations that have not occurred
prior to a Security Event that have been given or effected, and
(C) the filing of copies of Loan Documents with the Securities
and Exchange Commission as exhibits to its public filings within
the legally permissible time limits (D) the filing of financing
statements, recording of Mortgages and other actions necessary to
perfect the Liens created in favor of the Collateral Agent
created hereby and by the Collateral Documents.
          (b)  This Agreement and each other Loan Document has been duly
executed and delivered by each Loan Party that is a party  hereto
or  thereto,  and is the legal, valid and binding  obligation  of
each  such Person, enforceable against it in accordance with  its
terms,   except  where  such  enforcement  may  be   limited   by
bankruptcy,  insolvency, reorganization,  moratorium  or  similar
laws  relating  to  or  limiting creditors  rights  generally  or
equitable principles relating to enforceability.

     6.3   Taxes.  All federal, and all material state, local and
foreign tax returns, reports and statements required to be  filed
by  the Borrower or any of its Subsidiaries have been filed  with
the  appropriate  governmental agencies in all  jurisdictions  in
which  such  returns, reports and statements are required  to  be
filed.   All  consolidated,  combined or  unitary  returns  which
include  the Borrower or any of its Subsidiaries have been  filed
with  the  appropriate governmental agencies in all jurisdictions
in  which such returns, reports and statements are required to be
filed  except  where  such filing is being contested  or  may  be
contested.   All  federal,  and all  material  state,  local  and
foreign taxes, charges and other impositions of the Borrower, its
Subsidiaries or any consolidated, combined or unitary group which
includes  the Borrower or any of its Subsidiaries which  are  due
and  payable have been timely paid prior to the date on which any
fine, penalty, interest, late charge or loss may be added thereto
for  non-payment thereof except where contested in good faith and
by  appropriate  proceedings if adequate reserves  therefor  have
been  established on the books of the Borrower or such Subsidiary
in  accordance with GAAP.  Proper and accurate amounts have  been
withheld  by  or  on  behalf  of the Borrower  and  each  of  its
Subsidiaries from their respective employees for all  periods  in
full  and  complete compliance with the tax, social security  and
unemployment withholding provisions of applicable federal, state,
local and foreign law and such withholdings have been timely paid
to   the   respective  governmental  agencies,  in  all  material
respects.  Neither the Borrower nor any of its Tax Affiliates has
agreed  or  has  been  requested to  make  any  adjustment  under
Section  481 (a) of the Code by reason of a change in  accounting
method  or  otherwise  relating to the Borrower  or  any  of  its
Subsidiaries which will affect a taxable year of the Borrower  or
a  Tax  Affiliate ending after December 31, 1998, which  has  not
been reflected in the financial statements delivered pursuant  to
Section 7.1 and which would have a Material Adverse Effect.   The
Borrower  has no obligation to any Person other than  the  Parent
Guarantor and Subsidiaries of the Parent Guarantor under any  tax
sharing agreement or other tax sharing arrangement.

     6.4  Financial Information.

          (a)  The report of the Parent Guarantor on Form 10-K for the
Fiscal Year ended December 31, 1999, which has been furnished  to
the  Administrative Agent and each Bank are respectively complete
and correct in all material respects as of such respective dates,
and  the  financial  statements therein  have  been  prepared  in
accordance  with GAAP and fairly present the financial  condition
and  results  of  operations  of the  Parent  Guarantor  and  its
consolidated Subsidiaries as of such date.

(b)  Since December 31, 1999, there has been no Material Adverse
Change or Material Credit Agreement Change.
(c)  None of the Parent Guarantor or any Subsidiary of the Parent
Guarantor had at December 31, 1999 any obligation, contingent
liability, or liability for taxes or long-term leases material to
the Parent Guarantor and its Subsidiaries taken as a whole which
is not reflected in the balance sheets referred to in
subsection (a) above or in the notes thereto.
     6.5  Litigation.  There are no pending, or to the best knowledge
of   the   Borrower   threatened,  actions,   investigations   or
proceedings  against  or affecting the Borrower  or  any  of  its
Subsidiaries before any court, governmental agency or  arbitrator
in which, individually or in the aggregate, there is a reasonable
probability  of  an adverse decision that could have  a  Material
Adverse Effect or result in a Material Credit Agreement Change.

     6.6  Margin Regulations.  The Borrower is not engaged in the
business  of  extending credit for the purpose of  purchasing  or
carrying Margin Stock, and no proceeds of any Borrowing  will  be
used to purchase or carry any Margin Stock or to extend credit to
others  for  the  purpose of purchasing or  carrying  any  Margin
Stock.

     6.7  ERISA.

          (a)  No liability under Sections 4062, 4063, 4064 or 4069 of
ERISA  has been or is expected by the Borrower to be incurred  by
the  Borrower  or any ERISA Affiliate with respect  to  any  Plan
which   is  a  Single-Employer  Plan  in  an  amount  that  could
reasonably be expected to have a Material Adverse Effect.

(b)  No Plan which is a Single-Employer Plan had an accumulated
funding deficiency, whether or not waived, as of the last day of
the most recent fiscal year of such Plan ended prior to the date
hereof.  Neither the Borrower nor any ERISA Affiliate is
(A) required to give security to any Plan which is a Single-
Employer Plan pursuant to Section 401(a)(29) of the Code or
Section 307 of ERISA, or (B) subject to a Lien in favor of such a
Plan under Section 302(f) of ERISA.
(c)  Each Plan of the Borrower, each of its Subsidiaries and each
of its ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code, except
where the failure to comply would not result in any Material
Adverse Effect.
(d)  Neither the Borrower nor any of its Subsidiaries has
incurred a tax liability under Section 4975 of the Code or a
penalty under Section 502(i) of ERISA in respect of any Plan
which has not been paid in full, except where the incurrence of
such tax or penalty would not result in a Material Adverse
Effect.
(e)  None of the Borrower, any of its Subsidiaries or any ERISA
Affiliate has incurred or reasonably expects to incur any
Withdrawal Liability under Section 4201 of ERISA as a result of a
complete or partial withdrawal from a Multiemployer Plan which
will result in Withdrawal Liability to the Borrower, any of its
Subsidiaries or any ERISA Affiliate in an amount that could
reasonably be expected to have a Material Adverse Effect
     6.8   No  Defaults.  Neither the Borrower  nor  any  of  its
Subsidiaries is in breach of or default under or with respect  to
any  instrument, document or agreement binding upon the  Borrower
or such Subsidiary which breach or default is reasonably probable
to have a Material Adverse Effect or result in the creation of  a
Lien on any Property of the Borrower or its Subsidiaries.

     6.9  Investment Company Act.  The Borrower is not an "investment
company"   or  an  "affiliated  person"  of,  or  "promoter"   or
"principal  underwriter" for, an "investment  company,"  as  such
terms  are  defined in the Investment Company  Act  of  1940,  as
amended.   The making of the Loans by the Banks, the  application
of  the  proceeds and repayment thereof by the Borrower  and  the
consummation  of the transactions contemplated by this  Agreement
will  not  violate  any  provision  of  such  act  or  any  rule,
regulation  or  order  issued  by  the  Securities  and  Exchange
Commission thereunder.

     6.10 Insurance.  All policies of insurance of any kind or nature
owned by the Parent Guarantor and its Subsidiaries are maintained
with  reputable  insurers  which to the Parent  Guarantor's  best
knowledge  are financially sound.  The Parent Guarantor currently
maintains  insurance with respect to its Properties and  business
and  causes  its  Subsidiaries (to  the  extent  not  covered  by
policies  of  the  Parent Guarantor) to maintain  insurance  with
respect to their respective Properties and business against  loss
or   damage   of  the  kinds  customarily  insured   against   by
corporations  engaged  in  the  same  or  similar  business   and
similarly  situated,  of such types and in such  amounts  as  are
customarily  carried under similar circumstances  by  such  other
corporations including, without limitation, workers' compensation
insurance.

     6.11 Environmental Protection.

          (a)  There are no known conditions or circumstances known to the
Borrower  associated  with the currently or previously  owned  or
leased   properties  or  operations  of  the  Borrower   or   its
Subsidiaries  or tenants which may give rise to any Environmental
Liabilities and Costs which would have a Material Adverse Effect;
and

(b)  No Environmental Lien has attached to any Property of the
Borrower or any of its Subsidiaries which would have a Material
Adverse Effect.
     6.12  Regulatory Matters.  Except as disclosed in the Parent
Guarantor's  Form  10-K for the fiscal year ending  December  31,
1999,  the Borrower and its Subsidiaries are to the best of their
knowledge  in  compliance with all rules, regulations  and  other
requirements  of  the  Food and Drug Administration  ("FDA")  and
other  regulatory  authorities  of  jurisdictions  in  which  the
Borrower  or  any  of  its Subsidiaries do  business  or  operate
manufacturing  facilities,  including  without  limitation  those
relating to compliance by the Borrower's or any such Subsidiary's
manufacturing   facilities  with  "Current   Good   Manufacturing
Practices"  as interpreted by the FDA, except to the  extent  any
such  noncompliance  would  not have a Material  Adverse  Effect.
Except  as  so  disclosed, neither the FDA  nor  any  other  such
regulatory   authority  has  requested  (or,  to  the  Borrower's
knowledge,  are  considering requesting) any product  recalls  or
other  enforcement  actions that (a) if not complied  with  would
result  in  a  Material Adverse Effect and  (b)  with  which  the
Borrower has not complied within the time period allowed.

     6.13 Title and Liens.  Each of the Borrower and its Subsidiaries
has good and marketable title to its real properties and owns  or
leases all its other material Properties, in each case, as  shown
on  its  most  recent quarterly balance sheet, and none  of  such
Properties is subject to any Lien except for Permitted Liens.

     6.14  Compliance  With Law.  Each of the  Borrower  and  its
Subsidiaries is in compliance with all applicable Law, including,
without  limitation,  all Environmental Laws,  except  where  any
failure to comply with any such laws would not, alone or  in  the
aggregate,  have  a Material Adverse Effect on  the  business  or
financial condition of the Borrower and its Subsidiaries taken as
a  whole,  or  the Borrower's ability to perform its  obligations
under the Loan Documents.

     6.15 Trademarks, Copyrights, Etc.  The Borrower and each of its
Subsidiaries  own  or  have the rights to  use  such  trademarks,
service  marks,  trade  names, copyrights, patents,  licenses  or
rights  in any thereof, as in the aggregate are adequate  in  the
reasonable  judgment  of  the Borrower for  the  conduct  of  the
business of the Borrower and its Subsidiaries as now conducted.

     6.16  Disclosure.  All written information relating  to  the
Borrower,  the  Parent  Guarantor and  any  of  their  respective
Subsidiaries  which has been delivered by or  on  behalf  of  the
Borrower  to the Administrative Agent or the Banks in  connection
with  the  Loan Documents and all financial and other information
furnished to the Administrative Agent is true and correct in  all
material  respects and contains no misstatement of a  fact  of  a
material nature.  Any financial projections and other information
regarding  anticipated  future plans  or  developments  contained
therein  was based upon the Borrower's best good faith  estimates
and assumptions at the time they were prepared.

     6.17 Subsidiaries.  (a) Schedule 5(k) to the Parent Guaranty sets
forth   all   of   the   Subsidiaries,  their  jurisdictions   of
incorporation and the percentages of the various classes of their
capital stock owned by the Parent Guarantor, (b) Schedule 5(l) to
the  Parent Guaranty sets forth all of the Principal Subsidiaries
in  existence as of the Closing Date, (c) the Parent Guarantor or
another  Subsidiary,  as the case may be,  has  the  unrestricted
right  to vote, and (subject to limitations imposed by applicable
Law  or  the Loan Documents) to receive dividends on all  capital
stock  indicated on Schedule 5(k) to the Parent Guaranty as owned
by  the  Parent  Guarantor or such Subsidiary, (d)  such  capital
stock  has been duly authorized and issued and is fully paid  and
nonassessable, and (e) except for the Subsidiary Guarantors,  the
Borrower has no Subsidiaries other than Non-U.S. Subsidiaries and
Inactive Subsidiaries.

     6.18 Senior Debt Status.  The obligations of the Borrower, the
Parent  Guarantor  and  the  Subsidiary  Guarantors  under   this
Agreement,   the  Notes,  the  Parent  Guaranty,  the  Subsidiary
Guaranty  and  the other Loan Documents to which each  such  Loan
Party  is  a party do rank and will rank at least pari  passu  in
priority  of  payment with all other Indebtedness  of  such  Loan
Party,  except  Indebtedness of such Loan  Party  to  the  extent
secured  by  Permitted  Liens.  There is no  Lien  upon  or  with
respect to any of the Property or income of any Loan Party or any
Subsidiary of any Loan Party which secures Indebtedness or  other
obligations of any Person except for Permitted Liens.

     6.19 Year 2000.  The Borrower and its Subsidiaries have reviewed
the  areas  within their business and operations which  could  be
adversely affected by, and have developed a program to address on
a  timely basis, the risk that certain computer applications used
by  the Borrower, the Parent Guarantor and their Subsidiaries (or
their respective material suppliers, customers or vendors) may be
unable  to  recognize and perform proper data-sensitive functions
involving  dates prior to and after December 31, 1999 (the  "Year
2000  Problem").   The Year 2000 Problem will  not  result  in  a
Material Adverse Effect.

     6.20  Security Interests.  Upon the occurrence of a Security
Event, the filing of the UCC-1 financing statements delivered  in
connection with the Security Agreement and the recordation of the
Mortgages,  the  Liens  and  security interests  granted  to  the
Collateral  Agent  for the benefit of the Banks  (and  the  banks
under the UBN Credit Agreement) pursuant to the Patent, Trademark
and  Copyright  Security  Agreement, the  Pledge  Agreement,  the
Mortgages and the Security Agreement constitute and will continue
to  constitute  first  priority,  perfected  liens  and  security
interests in the Collateral under the Uniform Commercial Code (as
in  effect  in  the applicable jurisdiction) or other  applicable
Law,  subject only to Permitted Liens.  The Collateral Agent  and
the  Banks  shall  be  entitled to all the rights,  benefits  and
priorities provided by the Uniform Commercial Code or  such  law.
Upon  such security interests becoming effective by their  terms,
the  filing  of  financing statements relating to  said  security
interests in each office and in each jurisdiction where  required
in  order to perfect the security interests described above,  the
recording  of the Mortgages in the jurisdictions where  the  real
property  subject  thereto is located, taking possession  of  any
stock   certificates  evidencing  the  Pledged   Collateral   and
recordation  of  the  Patent, Trademark  and  Copyright  Security
Agreement  in the United States Patent and Trademark  Office  and
United States Copyright Office (or equivalent Office of a foreign
Governmental  Authority  in the case of  Patents,  Trademarks  or
Copyrights  granted  by such foreign Governmental  Authority)  as
applicable,  all  such  action as is necessary  or  advisable  to
establish  such  rights of the Collateral Agent  will  have  been
taken,  and  there  will be upon execution and  delivery  of  the
Patent,   Trademark   and  Copyright  Security   Agreement,   the
Mortgages, the Pledge Agreement and the Security Agreement,  such
filings  and  such  taking of possession, no  necessity  for  any
further  action in order to preserve, protect and  continue  such
rights, except the filing of continuation statements with respect
to  such  financing  statements as  required  under  the  Uniform
Commercial   Code.   All  filing  fees  and  other  expenses   in
connection with each such action have been or will be paid by the
Borrower.

     6.21  Corporate  Headquarters.  The Borrower maintains  dual
headquarters  in  Oslo,  Norway  through  Alpharma  A.S.  and  in
northern  New  Jersey (currently Fort Lee),  U.S.A.  through  the
Parent Guarantor.


                           ARTICLE VII

                      AFFIRMATIVE COVENANTS

     7.1  Incorporation of UBN Credit Agreement Covenants.  As long as
any  of the Loans or any other amounts shall remain unpaid or any
Bank  shall  have  any Line of Credit Loan Commitment  hereunder,
unless  otherwise agreed by the written consent of  the  Majority
Banks,  the  Borrower shall comply with all  of  the  affirmative
covenants (the "Affirmative Covenants") set forth in Article VIII
of the UBN Credit Agreement as in effect on the date hereof.  The
Affirmative  Covenants  and  the  definitions  used  therein  for
purposes of the Affirmative Covenants are incorporated herein  by
reference, mutatis mutandis, as if set forth at length herein and
shall run to the direct benefit of the Banks.  It is acknowledged
and  agreed  that the Borrower shall comply with the  Affirmative
Covenants  as set forth in the UBN Credit Agreement as in  effect
on the date hereof without regard to any amendment, modification,
restatement or termination of any of the Affirmative Covenants or
the UBN Credit Agreement which occurs after the date hereof.

     7.2  Use of Proceeds; Acquisition.  The Borrower and the Parent
Guarantor shall use the proceeds of the Line of Credit Loans only
in  connection with the acquisition of certain of the  assets  of
the  medicated feed additive business of Hoffman-LaRoche and  the
reasonable  and customary expenses incurred by the  Borrower  and
the  Parent  Guarantor in connection with such acquisition.   The
Borrower shall promptly provide the Administrative Agent and  the
Banks  with  copies  of  all transaction documents  executed  and
delivered  in  connection with the Alpine  Acquisition  and  such
additional  information as is necessary in the  judgment  of  the
Administrative   Agent  to  obtain  Liens   in   favor   of   the
Administrative Agent for the benefit of the Senior Lenders in the
assets  purchased pursuant to the Alpine Acquisition, such  Liens
to  be  effective  upon the occurrence of  a  Security  Event  in
accordance with Article III.

     7.3   Delivery of Mortgages and Related Documents.  Upon the
request  of the Administrative Agent at its reasonable discretion
but in any event no later than the occurrence of Loan Conversion,
the Borrower shall and shall cause its Subsidiaries that own Real
Property  located in the United States or Puerto Rico to  deliver
Mortgages  duly executed on behalf of each Loan Party which  owns
Real  Property  interests accompanied with the  respective  legal
descriptions  relating  to  such  Real  Property  interests.  The
Administrative Agent shall have received maps or plats of an  as-
built  survey of the sites of property covered by each  Mortgage,
certified to the Administrative Agent in a manner satisfactory to
the  Administrative Agent by an independent professional licensed
land  surveyor  satisfactory to the  Administrative  Agent.   The
Administrative  Agent  shall have received  in  respect  of  each
parcel  covered  by  a Mortgage a mortgagee's  title  policy  (or
policies)  or  marked-up unconditional binder for such  insurance
(issued  by an insurance company acceptable to the Administrative
Agent)  in  favor of the Administrative Agent for the benefit  of
the Lenders in an amount satisfactory to the Administrative Agent
and  ensuring that the Mortgage insured thereby creates  a  valid
first  Lien, subject to the Liens set forth on Schedule V  hereto
on  such Property free and clear of all defects and encumbrances,
except  such  as  shall be approved by the Administrative  Agent.
The Borrower and its Subsidiaries shall cause to be performed and
completed  an  environmental  audit  with  respect  to  the  Real
Property by consultants satisfactory to the Administrative  Agent
and  shall  provide  all reports and results  of  such  audit  in
writing to the Administrative Agent.  Such reports shall meet the
Administrative   Agent's  minimum  requirements   for   phase   I
environmental  assessments  and any  other  requirements  of  the
Administrative  Agent  and  the  Banks.   The  Borrower  and  its
Subsidiaries shall provide landlord and mortgagee waivers for any
locations where a material part of the Collateral is located  and
use its best efforts to provide landlord and mortgagee waivers at
other  locations as requested by the Administrative Agent (or  by
the  Majority  Banks  through the Administrative  Agent)  in  its
reasonable discretion.

     7.4  Additional Subsidiary Guaranties.  The Borrower shall cause
any Subsidiary organized in the United States that is an Inactive
Subsidiary on the date of this Agreement, but which ceases to  be
an  Inactive  Subsidiary, to promptly  after  ceasing  to  be  an
Inactive  Subsidiary, execute and deliver a Subsidiary  Guaranty,
the  Security Agreement, a Mortgage (if such Subsidiary comes  to
own  real  property)  and  any  other  Collateral  Documents  and
instruments as requested by the Administrative Agent and to cause
the owner of such Subsidiary to pledge the ownership interests of
such Subsidiary pursuant to a Pledge Agreement.

     7.5  Additional Pledges.  The Borrower represents that it intends
to  transfer  the ownership of all of its Subsidiaries  organized
under  the  laws  of jurisdictions other than the  U.S.  and  its
states existing on the Closing Date to Alpharma (Luxembourg) Sarl
within 90 days after the Closing Date.  If such transfer does not
occur  within  ninety  (90)  days after  the  Closing  Date,  the
Borrower shall cause to be pledged to the Collateral Agent sixty-
five  percent (65%) of the outstanding capital stock, partnership
interest and limited liability interests of such Subsidiaries.

     7.6  Additional Collateral Documents.  Upon the request of the
Administrative  Agent after the occurrence of a  Security  Event,
the  Borrower  shall execute and deliver, and  cause  the  Parent
Guarantor  and the Subsidiary Guarantor to execute  and  deliver,
such   security  agreements,  financing  statements   and   other
collateral documents and instruments as the Administrative  Agent
may reasonably request.


                          ARTICLE VIII

                       NEGATIVE COVENANTS

     8.1  Incorporation of UBN Credit Agreement Covenants.  So long as
any  of the Loans or any other amounts shall remain unpaid or any
Bank  shall  have  any Line of Credit Loan Commitment  hereunder,
unless  otherwise agreed by the written consent of  the  Majority
Banks,  the  Borrower  shall comply  with  all  of  the  negative
covenants (the "Negative Covenants") set forth in Article  IX  of
the  UBN  Credit Agreement as in effect on the date hereof.   The
Negative  Covenants and the definitions used therein for purposes
of  the  Negative Covenants are incorporated herein by reference,
mutatis mutandis, as if set forth at length herein and shall  run
to  the  direct  benefit of the Banks.  It  is  acknowledged  and
agreed that the Borrower shall comply with the Negative Covenants
as set forth in the UBN Credit Agreement as in effect on the date
hereof without regard to any amendment, modification, restatement
or  termination  of  the Negative Covenants  or  the  UBN  Credit
Agreement which occurs after the date hereof.

     8.2  Additional Restrictions on Acquisitions.   In addition to
the negative covenants in Article IX of the UBN Credit Agreement,
the Borrower, the Parent Guarantor and the Loan Parties and their
Subsidiaries  shall  not acquire by purchase,  merger,  lease  or
otherwise all or substantially all of the assets or capital stock
of  any  other  Person, if the total Consideration in  connection
with such acquisition is individually or when aggregated with all
other  acquisitions  during the term of this  Agreement  by  such
party,   greater   than   $50,000,000;  provided   that   capital
expenditures  and  intercompany  transactions  among  the  Parent
Guarantor  and  its Subsidiaries made in the ordinary  course  of
business are not prohibited hereby.

     8.3   Loan  Conversion Covenants.  In the event of the  Loan
Conversion   in  accordance  with  Section  2.5,  the   following
additional  negative  covenants shall be applicable  without  any
action on the part of any Loan Party, the Administrative Agent or
the Banks.

          (a)  Nature of Business.  The Loan Parties will not, nor will
they  permit  any  Subsidiary  to, alter  the  character  of  its
business  in any material respect from that conducted as  of  the
Closing Date.

(b)  Advances, Investments and Loans.  The Loan Parties will not,
nor will they permit any Subsidiary to, lend money or extend
credit or make advances to any Person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any other Person except for
Permitted Investments.
(c)  Fiscal Year; Organizational Documents; Contractual
Obligations.  The Loan Parties will not, nor will they permit any
of their Subsidiaries to, change their respective fiscal year or
accounting policies unless required by GAAP.  The Loan Parties
will not, nor will they permit any Subsidiary to, amend, modify
or change the Alpine Purchase Agreement or its articles of
incorporation (or corporate charter or other similar
organizational document) or bylaws (or other similar document)
without the prior written consent of the Majority Banks unless
such amendment, modification or change could not reasonably be
expected to have a Material Adverse Effect and would not
adversely affect the interests of the Banks under the Loan
Documents.  The Loan Parties will not, nor will they permit any
of their Subsidiaries to, without the prior written consent of
the Majority Banks, amend, modify, waive any default of or breach
under, cancel or terminate or fail to renew or extend or permit
the amendment, modification, waiver of any default of or breach
under or cancellation or termination of any of its contractual
obligations unless such amendment, modification, waiver,
cancellation, termination or failure to renew or extend could not
reasonably be expected to have a Material Adverse Effect.
(d)  Limitation on Restricted Actions.  The Loan Parties will
not, nor will they permit any Subsidiary to, directly or
indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of
any such Person to (A) pay dividends or make any other
distributions to any Loan Party on its capital stock or with
respect to any other interest or participation in, or measured
by, its profits, (B) pay any Indebtedness or other obligation
owed to any Loan Party, (C) make loans or advances to any Loan
Party, (D) sell, lease or transfer any of its properties or
assets to any Loan Party, or (E) act as a guarantor and pledge
its assets pursuant to the Loan Documents or any renewals,
refinancings, exchanges, refundings or extension thereof, except
(in respect of any of the matters referred to in clauses (A)-(D)
above) for such encumbrances or restrictions existing under or by
reason of (i) this Agreement and the other Loan Documents,
(ii) applicable Law, (iii) any document or instrument governing
Indebtedness which is purchase money indebtedness, provided that
any such restriction contained therein relates only to the asset
or assets constructed or acquired in connection therewith,
(iv) any Permitted Lien or any document or instrument governing
any Permitted Lien, provided that any such restriction contained
therein relates only to the asset or assets subject to such
Permitted Lien, and (v) customary nonassignment provisions in any
lease governing a leasehold interest or in any contract.
(e)  Restricted Payments.  The Loan Parties will not, nor will
they permit any Subsidiary to, directly or indirectly, declare,
order, make or set apart any sum for or pay any dividend or
distribution, except (a) to make dividends payable solely in the
same class of capital stock of such Person, and (b) to make
dividends or other distributions payable to the Borrower or any
other Loan Party (directly or indirectly through Subsidiaries).
(f)  Prepayments of Indebtedness and Modifications of
Subordinated Indebtedness.  The Loan Parties will not, nor will
they permit any Subsidiary to, (a) after the issuance thereof,
amend or modify (or permit the amendment or modification of) any
of the terms of any Indebtedness which by its terms is expressly
subordinated to the Indebtedness hereunder (other than
intercompany Indebtedness and Indebtedness issued in connection
with the redemption of employee shares) if such amendment or
modification would have a material adverse effect on the
interests of the Banks under the Loan Documents, or shorten the
final maturity or average life to maturity or require any payment
to be made sooner than originally scheduled or increase the
interest rate applicable thereto or change any subordination
provision thereof, and (b) make (or give any notice with respect
thereto) any voluntary or optional payment or prepayment,
redemption, acquisition for value or defeasance of (including
without limitation, by way of depositing money or securities with
the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange of any
Subordinated Indebtedness (used herein as defined in the Parent
Guaranty); provided that this Section shall not prohibit (i) the
redemption of convertible securities of the Guarantor if the
Guarantor reasonably believes, based on the market price of
Guarantor's common stock at the time of the notice of redemption
and the advice of an investment banking firm, that as a result of
a call for such redemption substantially all of the convertible
securities will be converted into common stock or (ii) any other
action taken prior to the date redemption is permitted which is
intended to cause holders to convert the convertible securities
of the Guarantor into common stock (including the prepayment of
interest and/or the payment of financial inducement up to 7% of
the market price of the Guarantor's common stock with respect to
each share issued on conversion).
(g)  Sale Leasebacks.  The Loan Parties will not, nor will they
permit any Subsidiary to, directly or indirectly, become or
remain liable as lessee or as guarantor or other surety with
respect to any lease, whether an operating lease, a capital lease
or any "synthetic" lease or other off-balance sheet financing
lease, of any property (whether real, personal or mixed), whether
now owned or hereafter acquired, (a) which any Loan Party or any
Subsidiary thereof has sold or transferred or is to sell or
transfer to or has caused to be sold or transferred from a third
party to a Person which is not such Loan Party or Subsidiary or
(b) which any Loan Party or any Subsidiary thereof intends to use
for substantially the same purpose as any other property which
has been sold or is to be sold or transferred by such Loan Party
or Subsidiary or such third party to another Person which is not
such Loan Party or Subsidiary in connection with such lease,
other than those purchased pursuant to the Alpine Acquisition,
provided that such leases shall not be extended or renewed.
(h)  No Further Negative Pledges.  The Loan Parties will not, nor
will they permit any Subsidiary to, enter into, assume or become
subject to any agreement prohibiting or otherwise restricting the
creation or assumption of any Lien upon their properties or
assets, whether now owned or hereafter acquired, or requiring the
grant of any security for such obligation if security is given
for some other obligation except (a) pursuant to this Agreement
and the other Loan Documents, (b) pursuant to applicable Law,
(c) pursuant to any document or instrument governing Indebtedness
which is purchase money Indebtedness; provided that any such
restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (d) in
connection with any Permitted Lien or any document or instrument
governing any Permitted Lien; provided that any such restriction
contained therein relates only to the asset or assets subject to
such Permitted Lien, (e) pursuant to customary nonassignment
provisions in any lease governing a leasehold interest or in any
contract and (f) pursuant to the UBN Credit Agreement as existing
on the date hereof.

                           ARTICLE IX

                        EVENTS OF DEFAULT

     9.1  Events of Default.  If any of the following events ("Events
of Default") shall occur and be continuing:

          (a)  The Borrower or any other Loan Party shall fail to pay
(i)  any  principal  when due in accordance with  the  terms  and
provisions  of  this  Agreement or any other  Loan  Document,  or
(ii) any interest on any amounts due hereunder or thereunder,  or
any  fee  or any other amount due hereunder or thereunder  within
five Business Days after the same becomes due and payable; or

(b)  Any representation or warranty made by any Loan Party in
this Agreement or any other Loan Document or by any Loan Party
(or any of its officers) in connection with this Agreement or any
other Loan Document shall prove to have been incorrect in any
material respect when made; or
(c)  Any commitment to lend under the UBN Credit Agreement shall
be terminated by the banks under the UBN Credit Agreement; or
(d)  If the Parent Guarantor fails to satisfy any of the
financial covenants set forth in the Parent Guaranty, which
failure shall remain unremedied for forty-five (45) days after
the earliest of the date on which (x) telephonic, telefaxed or
telegraphic notice thereof shall have been given to the
Administrative Agent by the Borrower pursuant to Section 11.2,
(y) written notice thereof shall have been given to the Borrower
by the Administrative Agent and (z) the Borrower or any other
Loan Party knows, or should have known, of such failure; or
(e)  Any Loan Party shall fail to perform or observe any term,
covenant or agreement contained in this Agreement or any other
Loan Document and not otherwise specifically dealt with in this
Article IX, which failure or change shall remain unremedied for
30 days after the earlier of the date on which (x) telephonic,
telefaxed or telegraphic notice thereof shall have been given to
the Administrative Agent by the Borrower pursuant to
Section 11.2, (y) written notice thereof shall have been given to
the Borrower by the Administrative Agent and (z) the Borrower or
any other Loan Party knows, or should have known, of such
failure; or
(f)  The Borrower, the Parent Guarantor or any of their
Subsidiaries shall fail to pay any principal of, or premium or
interest on, any Indebtedness for Borrowed Money of the Borrower,
the Parent Guarantor or such Subsidiary, in an aggregate amount
of not less than $2,500,000 when the same becomes due and payable
(whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise); or any other event shall
occur or condition shall exist under any agreement or instrument
relating to any such Indebtedness for Borrowed Money, if the
effect of such event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Indebtedness or to
terminate any commitment to lend; or any such Indebtedness shall
be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior
to the stated maturity thereof and, with respect to all of the
foregoing, after the expiration of the earlier of (i) any
applicable grace period or the giving of any required notice or
both and (ii) a period of 30 days after such Indebtedness for
Borrowed Money first became due; or
(g)  Any of the Borrower, the Parent Guarantor or any of the
Principal Subsidiaries shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the
benefit of creditors, or any proceedings shall be instituted by
or against the Borrower, the Parent Guarantor or any of the
Principal Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it
or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or
other similar official for it or for a material part of its
Property employed in its business or any writ, attachment,
execution or similar process shall be issued or levied against a
material part of the Property employed in the business of the
Borrower or the Parent Guarantor and their respective
Subsidiaries taken as a whole, and, in the case of any such
proceedings instituted against the Borrower or the Parent
Guarantor or any of the Principal Subsidiaries (but not
instituted by it), either such proceedings shall remain
undismissed or unstayed for a period of 60 days or any of the
actions sought in such proceedings shall occur; or the Borrower,
the Parent Guarantor or any of the Principal Subsidiaries shall
take any corporate action to authorize any of the actions set
forth above in this subsection (g); or
(h)  Any order for the payment of money or judgment of any court,
not appealable or not subject to certiorari or appeal (a "Final
Judgment"), which, with other outstanding Final Judgments,
exceeds an aggregate of $5,000,000 shall be rendered against the
Borrower or any of its Principal Subsidiaries and, within 60 days
after entry thereof, such Final Judgment shall not have been
discharged; or
(i)  (i) With respect to any Plan, a final determination is made
that a prohibited transaction within the meaning of Section 4975
of the Code or Section 406 of ERISA occurred which results in
direct or indirect liability of the Borrower or any of its
Principal Subsidiaries, (ii) with respect to any Title IV Plan,
the filing of a notice to voluntarily terminate any such plan in
a distress termination, (iii) with respect to any Multiemployer
Plan, the Borrower, any of its Principal Subsidiaries or any of
its or their ERISA Affiliates shall incur any Withdrawal
Liability, or (iv) with respect to any Qualified Plan, the
Borrower, any of its Principal Subsidiaries or any of its or
their ERISA Affiliates shall incur an accumulated funding
deficiency or request a funding waiver from the IRS; provided,
however, that with respect to the events listed in clauses (i),
(iii) and (iv) hereof there shall be no Event of Default if the
liability of the Borrower, the relevant Principal Subsidiary or
the relevant ERISA Affiliate is satisfied in full or in
accordance with the due dates therefor; or
(j)  This Agreement or any other Loan Document shall cease to be
valid or enforceable for any reason in any material respect;
provided, that in the case of the invalidity or unenforceability
of a Credit Support Document, such event shall not constitute a
Default if the Borrower shall have delivered, or caused to be
delivered, within 15 days of learning or receiving notice of such
invalidity or unenforceability additional security or credit
support in form and substance satisfactory to the Administrative
Agent; or
          (k)  A Material Adverse Change shall occur;

then,  and in any such event, the Administrative Agent (i)  shall
at  the  request, or may with the consent, of the Majority Banks,
by notice to the Borrower, declare the obligation of each Bank to
make  Loans to be terminated, whereupon the same shall  forthwith
terminate,  and  (ii)  shall at the  request,  or  may  with  the
consent,  of  the  Majority Banks, by  notice  to  the  Borrower,
declare  all  amounts due under this Agreement and  all  interest
thereon  to  be forthwith due and payable, whereupon all  amounts
due  under  this  Agreement and all such interest  and  all  such
amounts  shall become and be forthwith due and payable; provided,
however,  that  upon an actual or deemed entry of  an  order  for
relief  with  respect to the Borrower or the Parent Guarantor  or
any  of  its  Principal Subsidiaries under the federal Bankruptcy
Code,  (A)  the  obligation  of each Bank  to  make  Loans  shall
automatically  be terminated and (B) all amounts due  under  this
Agreement  and  all  such  interest and all  such  amounts  shall
automatically and without further notice become and  be  due  and
payable.   In  addition  to the remedies  set  forth  above,  the
Administrative Agent may exercise any other remedies provided for
by  this  Agreement in accordance with the terms  hereof  or  any
other remedies provided by applicable Law.


                            ARTICLE X

                    THE ADMINISTRATIVE AGENT

     10.1 Authorization and Action.  Each Bank hereby appoints and
authorizes  the  Administrative Agent  to  take  such  action  as
Administrative  Agent on its behalf and to exercise  such  powers
under  this  Agreement  as are delegated to  such  Administrative
Agent  by  the  terms hereof, together with such  powers  as  are
reasonably  incidental thereto.  As to any matters not  expressly
provided  for by this Agreement, the Administrative  Agent  shall
not  be  required to exercise any discretion or take any  action,
but shall be required to act or to refrain from acting (and shall
be  fully protected in so acting or refraining from acting)  upon
the  instructions  of  the  Majority  Banks  (or  when  expressly
required  hereunder, all the Banks), and such instructions  shall
be   binding  upon  all  Banks;  provided,  however,   that   the
Administrative  Agent shall not be required to  take  any  action
that  exposes  the Administrative Agent to personal liability  or
that  is  contrary  to  this Agreement  or  applicable  Law.  The
Administrative  Agent  shall have no duties  or  responsibilities
except  those  expressly  set forth in this  Agreement,  and  the
Administrative Agent shall not by reason of this Agreement or any
other  Loan Document be a trustee for any Bank or owe any Bank  a
fiduciary duty or similar duties.

     10.2 The Administrative Agent's Reliance, Etc.  Neither  the
Administrative Agent, its Affiliates nor any of their  respective
directors, officers, agents or employees shall be liable for  any
action  taken or omitted to be taken by any of them under  or  in
connection  with  this  Agreement,  except  for  its  own   gross
negligence  or willful misconduct (as determined by  a  court  of
competent jurisdiction).  Without limitation of the generality of
the  foregoing,  (i) the Administrative Agent  may  consult  with
legal  counsel  (including counsel to the Borrower),  independent
public accountants and other experts selected by it and shall not
be  liable  for any action taken or omitted to be taken  in  good
faith  by  it  in  accordance with the advice  of  such  counsel,
accountants  or experts; (ii) the Administrative Agent  makes  no
warranty  or  representation to any Bank  and  it  shall  not  be
responsible  to  any  Bank  for  any  statements,  warranties  or
representations  made  in or in connection with  this  Agreement;
(iii) the Administrative Agent shall have no duty to ascertain or
to  inquire  as to the performance or observance of  any  of  the
terms,  covenants or conditions of this Agreement on the part  of
the  Borrower or to inspect the Properties (including  the  books
and records) of the Borrower; (iv) the Administrative Agent shall
not  be  responsible to any Bank for the due execution, legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other instrument or  document  furnished
pursuant hereto or for any failure of the Borrower to perform its
obligations  hereunder or thereunder; and (v) the  Administrative
Agent  shall  not  incur liability under or in  respect  of  this
Agreement  by  acting  upon any notice, consent,  certificate  or
other  instrument  or writing (which may be by telegram,  e-mail,
telecopy, cable or telex) believed by it to be genuine and signed
or sent by the proper party or parties.

     10.3 First Union National Bank.  With respect to the Line of
Credit Loan Commitment of First Union National Bank and the Loans
made  by it, First Union National Bank shall have the same rights
and  powers  under  this  Agreement as any  other  Bank  and  may
exercise the same as though it were not an Administrative  Agent,
and  the term "Bank" or "Banks" shall, unless otherwise expressly
indicated,  include First Union National Bank, in its  individual
capacity.   First  Union  National Bank and  its  Affiliates  may
accept  deposits  from,  lend money  to,  act  as  trustee  under
indentures of, and generally engage in any kind of business with,
the  Borrower, any of its Subsidiaries and any Person who may  do
business  with  or  own securities of the Borrower  or  any  such
Subsidiary,  all  as  if First Union National  Bank  was  not  an
Administrative  Agent,  and without any duty to account  therefor
to the Banks.

     10.4 Bank Credit Decision.  Each Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent,
Co-Arrangers  or  any  other Bank, and  based  on  the  financial
statements  of the Borrower and the Loan Parties and  such  other
documents and information as it has deemed appropriate, made  its
own  credit  analysis and decision to enter into this  Agreement.
Each  Bank  also  acknowledges that it  will,  independently  and
without  reliance upon the Administrative Agent, or  Co-Arrangers
or  any other Bank and based on such documents and information as
it  shall deem appropriate at the time, continue to make its  own
credit  decisions  in  taking or not  taking  action  under  this
Agreement.

     10.5 Determinations Under Sections 5.1 and 5.2.  For purposes of
determining compliance with the conditions specified in  Sections
5.1  and  5.2,  each Bank shall be deemed to have  consented  to,
approved  or  accepted, or to be satisfied with each document  or
other  matter required thereunder to be consented to or  approved
by  or  acceptable or satisfactory to the Banks unless an officer
of  the  Administrative Agent responsible  for  the  transactions
contemplated  by this Agreement shall have received  notice  from
such  Bank  prior  to  the  applicable Borrowing  specifying  its
objection   thereto  (unless  such  objection  shall  have   been
withdrawn by notice to the Administrative Agent to that effect or
such  Bank shall have made available to the Administrative  Agent
such Bank's ratable portion of such Borrowing).

     10.6  Indemnification.  Each Bank agrees  to  indemnify  the
Administrative  Agent  and its respective Affiliates,  and  their
respective  directors, officers, employees, agents  and  advisors
(to the extent not reimbursed by the Borrower), ratably according
to  such  Bank's  Ratable  Portion of the  Line  of  Credit  Loan
Commitments,   from   and  against  any  and   all   liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs,  expenses  or  disbursements  (including,  without
limitation, fees and disbursements of legal counsel) of any  kind
or  nature  whatsoever which may be imposed on, incurred  by,  or
asserted  against,  any such Person in any  way  relating  to  or
arising  out  of  this Agreement or any lawful  action  taken  or
omitted  by  any  such  Person under  this  Agreement;  provided,
however,  that  no Bank shall be liable for any portion  of  such
liabilities,  obligations, losses, damages,  penalties,  actions,
judgments, suits, costs, expenses or disbursements resulting from
any  such  Person's  gross negligence or  willful  misconduct  as
determined  by  a  court  of  competent  jurisdiction.    Without
limitation  of  the foregoing, each Bank agrees to reimburse  any
such Person promptly upon demand for its ratable share of any out-
of-pocket  expenses  (including fees  and  disbursements  of  one
counsel)   incurred  by  such  Person  in  connection  with   the
preparation,  execution, delivery, administration,  modification,
amendment  or  enforcement (whether through  negotiations,  legal
proceedings  or  otherwise) of, or legal  advice  in  respect  of
rights  or responsibilities under, this Agreement, to the  extent
that  such  Person  is not reimbursed for such  expenses  by  the
Borrower.  The agreements in this Section 10.6 shall survive  the
termination  of this Agreement and payment of the Loans  and  all
other amounts payable hereunder.

     10.7 Successor Administrative Agents.  Any Administrative Agent
may  resign at any time by giving written notice thereof  to  the
Banks  and the Borrower.  Upon any such resignation, the Majority
Banks  shall  have  the  right to appoint  a  successor  to  such
Administrative  Agent,  subject to the consent  of  the  Borrower
which  shall  not  be unreasonably withheld or  delayed.   If  no
successor  to  such  Administrative  Agent  shall  have  been  so
appointed  by  the Majority Banks, and shall have  accepted  such
appointment,  within  30  days after the retiring  Administrative
Agent's  giving  of  notice of resignation,  then  such  retiring
Administrative  Agent  on behalf of the  Banks  shall  appoint  a
successor  Administrative Agent, subject to the  consent  of  the
Borrower  which  shall not be unreasonably withheld  or  delayed.
Upon the acceptance of any appointment as an Administrative Agent
hereunder  by any successor Administrative Agent, such  successor
Administrative Agent shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the
retiring  Administrative Agent, and such retiring  Administrative
Agent  shall be discharged from its duties and obligations  under
this   Agreement.   After  any  retiring  Administrative  Agent's
resignation  hereunder, the provisions of this  Article  X  shall
inure  to  its benefit as to any actions taken or omitted  to  be
taken by it while it was Administrative Agent.

     10.8 Notices and Forwarding of Documents to Banks.  Promptly upon
receipt  of  the same, the Administrative Agent shall furnish  to
the Banks copies of all notices received from the Borrower or any
other Loan Party.

     10.9 Delegation of Duties.  The Administrative Agent may execute
any  of  its duties under this Agreement by or through agents  or
attorneys-in-fact  and shall be entitled  to  advice  of  counsel
concerning   all   matters  pertaining  to  such   duties.    The
Administrative Agent shall not be responsible for the  negligence
or  misconduct of any agents or attorneys-in-fact selected by  it
with  reasonable  care.   Without  limiting  the  foregoing,  the
Administrative  Agent may appoint one of its  affiliates  as  its
agent  to  perform  the  functions of  the  Administrative  Agent
hereunder relating to the advancing of funds to the Borrower  and
distribution  of funds to the Lenders and to perform  such  other
related  functions of the Administrative Agent hereunder  as  are
reasonably incidental to such functions.

     10.10     Notice of Default.  The Administrative Agent shall not
be  deemed to have knowledge or notice of the occurrence  of  any
Default  or  Event of Default hereunder unless the Administrative
Agent  has  received notice from a Bank or the Borrower referring
to  this  Agreement, describing such Default or Event of  Default
and  stating that such notice is a "notice of default".   In  the
event  that the Administrative Agent receives such a notice,  the
Administrative  Agent  shall give prompt notice  thereof  to  the
Banks.   The  Administrative Agent shall take  such  action  with
respect  to  such  Default  or  Event  of  Default  as  shall  be
reasonably  directed  by the Majority Banks;  provided,  however,
that  unless  and  until  the  Administrative  Agent  shall  have
received such directions, the Administrative Agent may (but shall
not  be  obligated to) take such action, or refrain  from  taking
such action, with respect to such Default or Event of Default  as
it shall deem advisable in the best interests of the Banks except
to  the  extent that this Agreement expressly requires that  such
action be taken, or not taken, only with the consent or upon  the
authorization of the Majority Banks, or all of the Banks, as  the
case may be.


                           ARTICLE XI

                          MISCELLANEOUS

     11.1 Amendments, Etc.  No amendment or waiver of any provision of
this  Agreement  or any other Loan Document, nor consent  to  any
departure  by  the  Borrower therefrom, shall  in  any  event  be
effective unless the same shall be in writing and signed  by  the
Majority  Banks,  and  then  such  waiver  or  consent  shall  be
effective  only  in the specific instance and  for  the  specific
purpose  for  which given; provided, however, that no  amendment,
waiver  or  consent shall, unless in writing signed  by  all  the
Banks  and  consented  to by all of the  Banks,  do  any  of  the
following:   (a)  waive  any  of  the  conditions  specified   in
Section  5.1  or  5.2;  (b)  increase the  Line  of  Credit  Loan
Commitments  of the Banks or subject the Banks to any  additional
obligations;  (c)  change  the  principal  of,  or  decrease  the
interest on, any amounts payable hereunder; (d) postpone any date
fixed  for any scheduled payment of any principal of, or interest
on,  any amounts payable hereunder; (e) change the definition  of
Majority  Banks;  (f) terminate, or release the Parent  Guarantor
from its obligations under, the Parent Guaranty or (g) amend this
Section  11.1; and provided, further, however, that no amendment,
waiver  or  consent shall, unless in writing and  signed  by  the
Administrative Agent in addition to the Persons required above to
take   such   action,  affect  the  rights  or  duties   of   the
Administrative Agent under this Agreement.

     11.2 Notices, Etc.  Except as otherwise set forth herein, all
notices and other communications provided for hereunder shall  be
in  writing  (including  telegraphic, telex,  telecopy  or  cable
communication)  and  mailed,  telegraphed,  telexed,  telecopied,
cabled or delivered by hand,

          (i)  if to the Borrower, at:       Alpharma U.S. Inc.
                                   One Executive Drive
                                   Fort Lee, New Jersey  07024
                                   Attn:  Treasurer
                                   Telephone:  (201) 947-7774
                                   Telefax:  (201) 947-0795

               and to:             Chief Legal Officer
                                   Telephone:  (201) 228-5022
                                   Telecopy:  (201) 592-1481

          (ii) if to the Administrative Agent, at:
                                   First Union National Bank
                                   201 College Street, 6th Floor
                                   Charlotte, NC  28288-0760
                                   Attn:  Joyce Barry
                                   Telephone:  (704) 374-4151
                                   Telecopy:  (704) 374-4793

          With a copy to:     First Union National Bank

                                   301 College Street, 5th Floor
                                   Charlotte, NC  28288-0737
                                   Attn:  David Gillespie
                                   Telephone:  (704) 383-6392
                                   Telecopy:  (704) 383-1931

          (iii)     if to any Bank, at its Lending Office on the signature
pages  hereof, and if to any other lender that becomes a  "Bank,"
at  its Lending Office specified in the Assignment and Assumption
Agreement by which it became a Bank;

or, as to the Borrower, any Bank or the Administrative Agent,  at
such  other  address as shall be designated by such  party  in  a
written notice to the other parties and, as to each other  party,
at  such other address as shall be designated by such party in  a
written notice to the Borrower and the Administrative Agent.  All
such  notices and communications shall, when mailed, telegraphed,
telexed,  telecopied,  cabled  or delivered,  be  effective  when
deposited  in  the  mails, delivered to  the  telegraph  company,
confirmed  by  telex answerback, telecopied with confirmation  of
receipt,  delivered to the cable company, delivered by  overnight
courier with confirmation of receipt or delivered by hand to  the
addressee, or its Administrative Agent, respectively, except that
notices and communications to the Administrative Agent shall  not
be effective until received by the Administrative Agent.

     11.3 No Waiver; Remedies; Integration.  No failure on the part of
any Bank or the Administrative Agent to exercise, and no delay in
exercising,  any  right  hereunder  shall  operate  as  a  waiver
thereof;  nor shall any single or partial exercise  of  any  such
right  preclude  any  other or further exercise  thereof  or  the
exercise  of  any other right.  The remedies herein provided  are
cumulative  and  not exclusive of any remedies provided  by  law.
Except  for the Administrative Agent's Fee Letter, this Agreement
and  the  Loan  Documents supersede all prior understandings  and
agreements, whether oral or written, among the parties hereto and
thereto  relating  to the transactions provided  for  herein  and
therein,  including  any  prior  confidentiality  agreements  and
commitments.

     11.4 Costs; Expenses; Indemnities.

          (a)  The Borrower agrees to pay on demand all reasonable costs
and  expenses  in  connection  with the  preparation,  execution,
delivery,  administration, modification  and  amendment  of  this
Agreement, the other Loan Documents and the other documents to be
delivered hereunder or thereunder, including, without limitation,
the  reasonable fees and out-of-pocket expenses of counsel to the
Administrative  Agent  and  the Syndication  Agent  with  respect
thereto and with respect to advising the Administrative Agent and
the  Syndication  Agent as to their rights  and  responsibilities
under  this  Agreement,  and  all  costs  and  expenses  of   the
Administrative   Agent   and   the  Banks   (including,   without
limitation,  reasonable counsel fees and expenses) in  connection
with   the  enforcement  (whether  through  negotiations,   legal
proceedings  or  otherwise)  of this Agreement,  the  other  Loan
Documents  and the other documents to be delivered hereunder  and
thereunder.

(b)  The Borrower agrees to defend, indemnify and hold harmless
each of the Administrative Agent, the Co-Arrangers and the Banks
and their respective affiliates and their respective directors,
officers, attorneys, agents, employees, successors and assigns
(each, an "Indemnified Person") from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
claims, judgments, suits, costs, expenses and disbursements of
any kind or nature whatsoever (including, without limitation,
fees and disbursements of counsel of the Administrative Agent,
the Co-Arrangers or the Banks) which may be incurred by or
asserted or awarded against any Indemnified Person, in each case
arising in any manner of or in connection with or by reason of
this Agreement, the other Loan Documents, the Line of Credit Loan
Commitments or any undertakings in connection therewith, or the
proposed or actual application of the proceeds of the Loans (all
of the foregoing collectively, the "Indemnified Liabilities") and
will reimburse each Indemnified Person on a current basis for all
properly documented expenses (including outside counsel fees as
they are incurred by such party) in connection with
investigating, preparing or defending any such action, claim or
suit, whether or not in connection with pending or threatened
litigation irrespective of whether such Indemnified Person is
designated a party thereto; provided that the Borrower shall not
have any liability hereunder to any Indemnified Person with
respect to Indemnified Liabilities which are determined by a
court of competent jurisdiction to have arisen primarily from the
gross negligence or willful misconduct of such Indemnified
Person; and provided, further, that if the Borrower has
determined in good faith that such Indemnified Liabilities were
primarily the result of such Indemnified Person's gross
negligence or willful misconduct, it shall not be obligated to
pay such Indemnified Liabilities until a court of competent
jurisdiction has determined whether such Indemnified Person acted
with gross negligence or willful misconduct.  If for any reason
the foregoing indemnification is unavailable to an Indemnified
Person or insufficient to hold an Indemnified Person harmless,
then the Borrower shall contribute to the amount paid or payable
by such Indemnified Person as a result of any Indemnified
Liability in such proportion as is appropriate to reflect not
only the relative benefits received by the Borrower and the
Administrative Agent, the Co-Arrangers and each Bank, but also
the relative fault of the Borrower and the Administrative Agent,
the Co-Arrangers and each Bank, as well as any other relevant
equitable considerations.  The foregoing indemnity shall be in
addition to any rights that any Indemnified Person may have at
common law or otherwise, including, but not limited to, any right
to contribution.
(c)  If any Bank receives any payment of principal of any Loan
other than on the last day of an Interest Period relating to such
Loan, as a result of any payment made by the Borrower or
acceleration of the maturity of the amounts due under this
Agreement pursuant to Section 10.1 or for any other reason, the
Borrower shall, upon demand by such Bank (with a copy of such
demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Bank any amounts required to
compensate such Bank for any additional losses, costs or expenses
which it may reasonably incur as a result of such payment,
including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund or maintain such Loan.  The
foregoing obligations of the Borrower contained in
paragraphs (a), (b) and (c) of this Section 11.4, and the
obligations of the Borrower contained in Sections 4.6(a), 4.6(b),
4.8 and 4.9, shall survive the payment of the Loans.
     11.5 Right of Setoff.  Upon (i) the occurrence and during the
continuance  of any Event of Default and (ii) the making  of  the
request  or the granting of the consent specified by Section  9.1
to  authorize  the  Administrative Agent to declare  all  amounts
under  this  Agreement due and payable pursuant to the provisions
of  Section  9.1  or the automatic acceleration of  such  amounts
pursuant  to  the proviso to that Section, each  Bank  is  hereby
authorized  at  any time and from time to time,  to  the  fullest
extent  permitted  by  law, to set off  and  apply  any  and  all
deposits  (general  or  special, time or demand,  provisional  or
final) at any time held and other indebtedness at any time  owing
by  such Bank to or for the credit or the account of the Borrower
against  any  and all of the obligations of the Borrower  now  or
hereafter  existing under this Agreement irrespective of  whether
or  not such Bank shall have made any demand under this Agreement
and although such obligations may be unmatured.  Each Bank agrees
promptly  to  notify  the  Borrower after  any  such  setoff  and
application  made  by  such  Bank; provided,  however,  that  the
failure to give such notice shall not affect the validity of such
setoff  and  application.  The rights of  each  Bank  under  this
Section  11.5  are in addition to any other rights  and  remedies
(including, without limitation, any other rights of setoff) which
such Bank may have.

     11.6 Binding Effect.  This Agreement shall become effective when
it  shall  have been executed by the Borrower, the Administrative
Agent  and  the  Co-Arrangers and when the  Administrative  Agent
shall have been notified by each of the Banks that such Bank  has
executed it and thereafter shall be binding upon and inure to the
benefit  of  the  Borrower,  the Administrative  Agent,  the  Co-
Arrangers  and each of the Banks and their respective  successors
and assigns, except that (i) the Borrower shall have no right  to
assign  its  rights hereunder or any interest herein without  the
prior  written  consent of the Banks and (ii) no Bank  may  sell,
transfer,  assign, pledge or grant participation in  any  of  its
Loans  or  any of its rights or obligations hereunder  except  in
accordance with Section 11.7 or as expressly required hereunder.

     11.7 Assignments and Participation; Additional Banks.

          (a)  During the time period prior to the Line of Credit Loan
Commitment Termination Date, the First Extended Termination  Date
or the Second Extended Termination Date (as applicable), any Bank
may,  at  any  time,  by  notice substantially  in  the  form  of
Exhibit   11.7   hereto  (each,  a  "Assignment  and   Assumption
Agreement")  delivered  to  the  Administrative  Agent  for   its
acceptance  and recording, together with a recording fee  in  the
amount  of  $3,500,  assign all or any part  of  its  rights  and
obligations and delegate its duties under this Agreement  (A)  to
any  other  Bank  or  any affiliate of any  Bank  which  actually
controls, is controlled by, or is under common control with  such
Bank  or  to  any  Federal Reserve Bank (in either  case  without
limitation  as to amount), or (B) with the prior consent  of  the
Administrative  Agent and the Borrower (such consent  not  to  be
unreasonably withheld), to any other Person (but if in part, in a
minimum  amount of $10,000,000 or, if less, the balance  of  such
Bank's  Line  of Credit Loan Commitment); provided, however,  (i)
the  prior  consent of the Borrower shall not be required  during
the  existence  of a Default or Event of Default  and  (ii)  that
after   any  such  assignment,  the  assigning  Bank's  aggregate
outstanding  Loans hereunder shall not be less than  $10,000,000.
During  the  time period subsequent to the Line  of  Credit  Loan
Commitment  Termination Date, the First Extended  Termination  or
the  Second Extended Termination Date (as applicable),  any  Bank
may,  at  any  time,  by  notice substantially  in  the  form  of
Exhibit   11.7  hereto  (each,  an  "Assignment  and   Assumption
Agreement")  delivered  to  the  Administrative  Agent  for   its
acceptance  and recording, together with a recording fee  in  the
amount  of  $3,500,  assign all or any part  of  its  rights  and
obligations and delegate its duties under this Agreement  to  any
other  Bank (or any affiliate of any Bank) or any other financial
institution  (in either case without limitation  as  to  amount);
provided,  however, that after any such assignment, the assigning
Bank's  aggregate outstanding Loans hereunder shall not  be  less
than $5,000,000.

(b)  Any Bank may at any time sell or grant participations in its
Line of Credit Loan Commitment, its Loans or the obligations
owing to or from any Person existing under this Agreement;
provided, however, that (i) as between such Bank and the
Borrower, the existence of such participation shall not give rise
to any direct rights or obligations between the Borrower and the
participants; (ii) such Bank shall remain solely responsible to
the other parties hereto for the performance of such obligations;
(iii) the Borrower, the Administrative Agent and the other Banks
shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this
Agreement; and (iv) no such sale or grant of a participation
shall, without the consent of the Borrower, require the Borrower
to file a registration statement with the Securities and Exchange
Commission or apply to qualify the Line of Credit Loan
Commitments or the Loans under the securities laws of any state.
(c)  If an assignment is made by any Bank in accordance with the
provisions of paragraph (a) above, upon acceptance and recording
by the Administrative Agent, and approval by the Borrower, where
applicable, of each Assignment and Assumption Agreement, (i) the
assignee thereunder shall become a party to this Agreement and
the Borrower shall release and discharge the assigning Bank from
its duties, liabilities or obligations under this Agreement to
the extent the same are so assigned and delegated by such Bank,
provided that no such consent, release or discharge shall have
effect until the Borrower shall have received a fully executed
copy of the Assignment and Assumption Agreement relating to such
assignment and (ii) Schedule II shall be deemed amended to give
effect to such assignment.  The Borrower agrees that each such
disposition will give rise to a direct obligation of the Borrower
to any such assignee.  The Borrower agrees that, promptly
following any such assignment, it shall deliver upon delivery of
the applicable outstanding Notes or Notes for cancellation a new
Note or Notes to the assignee and a replacement Note or Notes to
the transferor, in amounts properly reflecting such assignment.
(d)  The Borrower authorizes each Bank to disclose to any
prospective assignee or participant and any assignee or
participant any and all financial information in such Bank's
possession concerning the Borrower and this Agreement; provided,
however, that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to
preserve the confidentiality of any confidential information
relating to the Borrower received by it from such Bank in
accordance with Section 11.11.
(e)  Any Bank which sells or grants participation in any Loans or
its Line of Credit Loan Commitment may not grant to the
participants the right to vote other than on amendments,
consents, waivers, modifications or other actions which change
the principal amount of, postpone the scheduled maturity of, or
decrease the interest rates applicable to, any Loans under, or
increase the amount of, such Line of Credit Loan Commitment
(except with respect to participating Affiliates actually
controlled by, controlling or under common control with, such
Bank); provided, however, that as between the Bank and the
Borrower, only the Bank shall be entitled to cast such votes.
(f)  No participant in any Bank's rights or obligations shall be
entitled to receive any greater payment under Section 4.6, 4.8 or
4.9 than such Bank would have been entitled to receive with
respect to the rights participated, and no participation shall be
sold or granted to any Person as to which the events specified in
Section 4.7 have occurred on or before the date of participation.
(g)  The Administrative Agent shall maintain at its address
referred to in Section 11.2 a copy of each Assignment and
Assumption Agreement received by it and a register, containing
the terms of each Assignment and Assumption Agreement, for the
recordation of the names and addresses of each Bank and the
Commitment of, and principal amount of the Loans owing to, each
Bank from time to time (the "Register").  The entries in the
Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Banks, and the
Administrative Agent may treat each Person whose name is recorded
in the Register as a Bank hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the
Borrower, or any Bank, at any reasonable time and from time to
time upon reasonable prior notice.
     11.8  Pari  Passu Ranking.  The obligations of the  Borrower
hereunder shall rank at least pari passu in right of payment  and
in  liquidation  with all of the Borrower's other  unsecured  and
unsubordinated obligations.

     11.9 GOVERNING LAW; SEVERABILITY.  THIS AGREEMENT AND THE RIGHTS
AND  OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK.
WHEREVER  POSSIBLE,  EACH PROVISION OF THIS  AGREEMENT  SHALL  BE
INTERPRETED  IN  SUCH MANNER AS TO BE EFFECTIVE AND  VALID  UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT  SHALL  BE
PROHIBITED  BY  OR INVALID UNDER APPLICABLE LAW,  SUCH  PROVISION
SHALL  BE  INEFFECTIVE  TO  THE EXTENT  OF  SUCH  PROHIBITION  OR
INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH  PROVISION
OR THE REMAINING PROVISIONS OF THIS AGREEMENT.

     11.10     SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

          (a)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT  OR ANY DOCUMENT RELATED HERETO MAY BE BROUGHT  IN  THE
COURTS  OF  THE  STATE  OF NEW YORK OR OF THE  UNITED  STATES  OF
AMERICA  FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION
AND  DELIVERY  OF  THIS  AGREEMENT, EACH  OF  THE  BORROWER,  THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY ACCEPTS FOR ITSELF  AND
IN  RESPECT OF ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS.  THE PARTIES HERETO  HEREBY
IRREVOCABLY  WAIVE ANY OBJECTION, INCLUDING, WITHOUT  LIMITATION,
ANY  OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS  OF
FORUM NON CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO  THE  BRINGING  OF  ANY  SUCH ACTION  OR  PROCEEDING  IN  SUCH
RESPECTIVE JURISDICTIONS.

(b)  Each of the Borrower, the Administrative Agent and the Banks
irrevocably consents to the service of process of any of the
aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrower and the Administrative Agent at
their respective addresses specified for notices in or pursuant
to Section 11.2 hereof and to the Banks as set forth on
Schedule I, such service to become effective on the earlier of
the date of receipt or 30 days after such mailing.
(c)  Nothing contained in this Section 11.10 shall affect the
right of the Administrative Agent or any Bank to serve process in
any other manner permitted by law or commence legal proceedings
or otherwise proceed against the Borrower or any other Loan Party
in any other jurisdiction.
(d)  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.
     11.11     Confidentiality.  Each Bank and the Administrative
Agent  agrees  to keep confidential information  obtained  by  it
pursuant  hereto  (or  otherwise obtained from  the  Borrower  in
connection  with this Agreement) confidential in accordance  with
such  Person's customary practices and agrees that it  will  only
use   such   information  in  connection  with  the  transactions
contemplated  by  this  Agreement and not disclose  any  of  such
information  other than (i) to such Person's employees,  counsel,
representatives and agents who are or are expected to be involved
in  the  evaluation  of such information in connection  with  the
transactions contemplated by this Agreement and who in each  case
agree to be bound by the provisions of this sentence, (ii) to the
extent  that  disclosure by such Person is required,  or  to  the
extent  that  such  Person  has  been  advised  by  counsel  that
disclosure  is  required,  in  order  to  comply  with  any  law,
regulation  or  judicial order or requested or required  by  bank
regulators or auditors or other Governmental Authority, (iii)  to
assignees  or  participants of the Loans or Line of  Credit  Loan
Commitments or potential assignees or participants of  the  Loans
or  Line  of  Credit Loan Commitments who in each case  agree  in
writing to be bound by the provisions of this sentence or (iv) to
the extent that such information has otherwise been disclosed  or
made   public  other  than  by  such  Person,  or  such  Person's
employees,  counsel, representatives or agents, in  violation  of
this Section 11.11.

     11.12     Section Titles.  The Section titles contained in this
Agreement are and shall be without substantive meaning or content
of  any  kind  whatsoever and are not a  part  of  the  agreement
between the parties hereto.

     11.13     Execution in Counterparts.  This Agreement 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.

           [Signature Page 1 of 5 to Credit Agreement]

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Credit  Agreement to be duly executed as of the date first  above
written.

                                   ALPHARMA U.S. INC., as
                                   Borrower

                                   By:
                                      Name:
                                      Title:


                                   ALPHARMA INC., as Parent
                                   Guarantor

                                   By:
                                      Name:
                                      Title:


                                   BARRE PARENT CORPORATION, as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   G.F. REILLY COMPANY, as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   MIKJAN CORPORATION, as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


           [Signature Page 2 of 5 to Credit Agreement]



                                   PARMED PHARMACEUTICALS, INC.,
                                   as Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   ALPHARMA ANIMAL HEALTH
                                   COMPANY, as Subsidiary
                                   Guarantor

                                   By:
                                      Name:
                                      Title:


                                   ALPHARMA USPD INC., as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   ALPHARMA EURO HOLDINGS INC.,
                                   as Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   ALPHARMA NW INC., as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


           [Signature Page 3 of 5 to Credit Agreement]

                                   ALPHARMA US PHARMACEUTICAL LLC


                                   By:
                                      Name:
                                      Title:


                                   NMC LABORATORIES, INC., as
                                   Subsidiary Guarantor

                                   By:
                                      Name:
                                      Title:


                                   FIRST UNION NATIONAL BANK, as
                                   Administrative Agent

                                   By:
                                      Name:
                                      Title:


                                   FIRST UNION NATIONAL BANK, as
                                   Bank

                                   By:
                                      Name:
                                      Title:


           [Signature Page 4 of 5 to Credit Agreement]




                                   SUMMIT BANK, as Syndication
                                   Agent

                                   By:
                                      Name:
                                      Title:


                                   SUMMIT BANK, as Bank

                                   By:
                                      Name:
                                      Title:


                                   UNION BANK OF NORWAY, as Bank

                                   By:
                                      Name:
                                      Title:


                                   DEN NORSKE BANK ASA, as
                                   Documentation Agent

                                   By:
                                      Name:
                                      Title:


                                   DEN NORSKE BANK ASA, as Bank

                                   By:
                                      Name:
                                      Title:


           [Signature Page 5 of 5 to Credit Agreement]





                                   LANDESBANK SCHLESWIG-HOLSTEIN
                                   GIROZENTRALE COPENHAGEN
                                   BRANCH, as Bank


                                   By:
                                      Name:
                                      Title:


                                   By:
                                      Name:
                                      Title: