CONFORMED COPY



AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT

Dated as of April 19, 2004

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT among ALPHARMA INC., a Delaware corporation ("Holdings"), the banks, financial institutions and other lenders party hereto, and BANK OF AMERICA, as administrative agent and collateral agent (the "Administrative Agent"), as parties to the Credit Agreement referred to below.

PRELIMINARY STATEMENTS:

1. Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 dated as of December 16, 2002, Amendment No. 2 dated as of April 3, 2003 and Amendment No. 3 dated as of December 18, 2003 (as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
2. Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
3. Amendments to Credit Agreement
4. Article I is amended by adding the following new terms in alphabetical order:
5. The definition of "Consolidated EBITDA" in Article I is amended by inserting after clause "(n)" therein the following new clause to read as follows:
6. Section 1.05 is amended by (i) inserting the clause "(a)" at the beginning of such Section, and (ii) inserting at the end thereof a new clause "(b)" to read as follows:
7. Section 2.06(b)(ii) is amended by (i) inserting after clause "(2)" in the parenthetical in subsection (A) the following new clause, to read as follows: "or (3) Net Cash Proceeds from the Aquatics Sale", (ii) deleting the phrase "Section 5.02(b)(iii)(K) and (L)" in clause (1) in the parenthetical in subsection (B) and substituting therefor the phrase "Section 5.02(b)(iii)(K), (L) and (N)" and (iii) inserting after the clause "Alpharma Sales" in the last proviso of the first sentence thereof the following clause: "(other than the Aquatics Sale").
8. Section 5.02(b)(iii) is amended by deleting clause "(J)" thereof in its entirety and substituting therefor the clause: "reserved".
9. Section 5.02(b)(iii) is further amended by inserting at the end thereof a new clause "(N)" to read as follows:
10. Section 5.02(e)(x)(A) is amended by inserting after the clause "Alpharma Sale" the following clause: "(other than the Aquatics Sale").
11. Section 5.02(f)(viii)(D) is amended by deleting clause "(1)" thereof in its entirety and substituting therefor the following:
12. Section 5.02(f) is further amended by inserting at the end thereof a new clause "(xii)" to read as follows:
13. Section 5.02(g) is amended by inserting at the end thereof new clauses "(viii)" and "(ix)" to read as follows:
14. Section 5.02(j) is amended by inserting at the end thereof the following new clauses "(x)", "(xi)", "(xii)" and "(xiii)" to read as follows:
15. Section 5.02(s) is deleted in its entirety and the following substituted therefor:
16. Section 5.03 is amended by inserting at the end of such Section the following new subsection "(t)", to read as follows:
17. Fees
18. Conditions of Effectiveness
19. Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than Holdings);
20. Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby;
21. A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 4 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default.
22. Representations and Warranties of Holdings
23. Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.
24. The execution, delivery and performance by each Loan Party of this Amendment and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not (i) contravene such Person's Constitutive Documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Collateral Documents,  result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.
25. No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent.
26. This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto.  This Amendment and the Consent are legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective terms.
27. There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or enforceability of this Amendment or the Consent, or the consummation of any of the transactions contemplated hereby.
28. The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documents.
29. Reference to and Effect on the Loan Documents
30. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment,  are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.
31. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
32. Costs, Expenses
33. Execution in Counterparts
34. Governing Law

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

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



ALPHARMA INC.

By:  	Matthew T. Farrell
Title: 	Executive Vice President, Finance & Chief 	Financial Officer



BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent and Lender

By:  	Joseph L. Corah
Title: 	Principal



Agreed as of the date first above written:

|AERIES FINANCE-II LTD.
By:/s/ Lynn TiltonTitle:  Manager                                                                                                                         | AIM FLOATING RATE FUND
By:/s/ Thomas H.B. EwaldTitle:  Authorized Signatory                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|AMARA 2 FINANCE, LTD.
By:/s/ Lynn TiltonTitle:  Manager                                                                                                                          | AMMC CDO I, LIMITED
By:/s/ David P MeyerTitle:  Vice President                                                                                                                 
|AMMC CDO II LIMITED
By:/s/ David P MeyerTitle:  Vice President                                                                                                                   | AMMC CDO III, LIMITED
By:/s/ David P MeyerTitle:  Vice President                                                                                                               
|APEX (TRIMARAN) CDO I, LTD.
By:  /s/ David M. Millison
Title:    Managing Director                                                                                               | ARCHIMEDES FUNDING III, LTD.
By:/s/ Helen Y. RheeTitle:  Senior Vice President                                                                                                 
|ARCHIMEDES FUNDING IV (Cayman), LTD.
By:/s/ Helen Y. RheeTitle:  Senior Vice President                                                                                           | NEMEAN CLO, LTD.
By:  /s/ Helen Y. RheeTitle:    Senior Vice President                                                                                                         
|ENDURANCE CLO, LTD
By:  /s/ Helen Y. Rhee
Title:    Senior vice President                                                                                                        | ING-ORYX CLO, LTD., as a Lender
By:  /s/ Helen Y. RheeTitle:    Senior Vice President                                                                                          
|SEQUILS-ING I (HBDGM), LTD
By:  /s/ Helen Y. RheeTitle:    Senior Vice President                                                                                                 | ATHENA CDO, LIMITED
By:  /s/ Mohan V. PhansalkarTitle:    Managing Director                                                                                                    
|AVALON CAPITAL LTD.
By:/s/ Thomas H.B. EwaldTitle:  Authorized Signatory                                                                                                         | AVALON CAPITAL LTD. 2
By:/s/ Thomas H.B. EwaldTitle:  Authorized Signatory                                                                                                     
|BEAR STEARNS INVESTMENT PRODUCTS INC.
By:  /s/ Richard Bram Smith
Title:    Vice President                                                                                       | BLACK DIAMOND CLO 1998-1 LTD.
By:/s/ Alan CorkishTitle:  Director                                                                                                              
|BLACK DIAMOND CLO 2000-1 LTD.
By:/s/ Alan CorkishTitle:  Director                                                                                                                | BLACK DIAMOND INTERNATIONAL FUNDING, LTD
By: /s/ Alan Corkish
Title:   Director                                                                                                
|BNP PARIBAS OSLO BRANCH
By:  /s/________________
Title:   Managing Director                                                                                                      | BRYN MAWR CLO, LTD.
By:/s/ Dale BurrowTitle:  Senior Vice President                                                                                                            
|CANADIAN IMPERIAL BANK OF COMMERCE
By:  /s/ Marc Berg
Title:    Authorized Signatory                                                                                             | CAPTIVA III FINANCE LTD.
By:  /s/ David Dyer
Title:    Director                                                                                                                
|CENTURION CDO II, LTD.
By:  /s/ Leanne StavrakisTitle:    Director - Operations                                                                                                  | CENTURION CDO VI, LTD.
By:  /s/ Leanne StavrakisTitle:    Director - Operations                                                                                                
|CENTURION CDO VII, LTD.
By:  /s/ Leanne StavrakisTitle:    Director - Operations                                                                                                 | CERES II FINANCE LTD.
By:  /s/ Lynn Tilton
Title:    Manager                                                                                                                   
|CHAMPLAIN CLO LTD.
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                                     | CHARTER VIEW PORTFOLIO
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                               
|CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC. TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
By:  /s/ Melanie HanlonTitle:    Vice President                              | CITICORP USA, INC.
By:  /s/ Frank LoweTitle:    Vice President                                                                                                                 
|CLYDESDALE CLO 2001-1, LTD.
By:  /s/ Elizabeth MacleanTitle:    Director                                                                                                         | CLYDESDALE CLO 2003, LTD.
By:  /s/ Elizabeth MacleanTitle:    Director                                                                                                         
|COLUMBUS LOAN FUNDING, LTD. TRAVELERS ASSET MANAGEMENT INTERNATIONAL COMPANY LLC
By:  /s/ Melanie HanlonTitle:    Vice President                                                 | DELANO COMPANY
By:  /s/ Mohan V. Phansalkar
Title:    Managing Director                                                                                                        
|DIVERSIFIED CREDIT PORTFOLIO LTD.
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                      | DNB NOR BANK ASA (formerly known as Den Norske Bank ASA)
By:  /s/ Berit Henriksen
Title:   Executive Vice President
By:  /s/ Philip F. Kurpiewski
Title:   First Vice President
|DNB NOR BANK ASA (formerly known as Union Bank of Norway)
By:  /s/ Berit Henriksen
Title:   Executive Vice President
By:  /s/ Philip F. Kurpiewski
Title:   First Vice President | EMERALD ORCHARD LIMITED
By:  /s/ Stacey Malek
Title:    Attorney In Fact                                                                                                       
|FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND
By:  /s/ John H. Costello
Title:   Assistant Treasurer                                               | FLAGSHIP CLO 2001-1
By: /s/ Colleen Cunliffe
Title:   Director                                                                                                                 
|FLAGSHIP CLO II
By: /s/ Colleen Cunliffe
Title:   Director                                                                                                                       | FOREST CREEK CLO, LTD
By:  /s/ Dale BurrowTitle:    Senior Vice President                                                                                                      
|GALAXY CLO 1999-1 LTD
By:  /s/ W. Jeffrey Baxter
Title:    Vice President                                                                                                        | HARBOURVIEW CDO II, LTD.
By:  /s/ Lisa Chaffee
Title:    Manager                                                                                                               
|HARBOURVIEW CLO IV, LTD.
By:  /s/ Lisa Chaffee
Title:    Manager                                                                                                                 | HARBOURVIEW CLO V, LTD.
By:  /s/ Lisa Chaffee
Title:    Manager                                                                                                                
|HIGHLAND LOAN FUNDING V, LTD.
By:  /s/________________
Title:                                                                                                                    | HSH NORDBANK AG
By:  /s/ Niels Troen
Title:    General Manager
By:  /s/ Volker Schliecker
Title:   Deputy Head of Commercial Banking
           Products                       
|INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By:  /s/ Charles KrobayashiTitle:    Principal and Portfolio Manager                                                                       | INVESCO CBO 2000-1 LTD.
By:/s/ Thomas H.B. EwaldTitle:  Authorized Signatory                                                                                                   
|JUPITER LOAN FUNDING LLC
By:  /s/ Ann E. MorrisTitle:    Assistant Vice President                                                                                                | KATONAH I, LTD.
By:  /s/ Ralph Della Rocca
Title:    Authorized Officer                                                                                                        
|KATONAH II, LTD.
By:  /s/ Ralph Della Rocca
Title:    Authorized Officer                                                                                                         | KATONAH III, LTD.
By:  /s/ Ralph Della Rocca
Title:    Authorized Officer                                                                                                      
|KATONAH IV, LTD.
By:  /s/ Ralph Della Rocca
Title:    Authorized Officer                                                                                                         | KZH CYPRESSTREE-1 LLC
By:  /s/ Dorian Herrera
Title:    Authorized Agent                                                                                                       
|KZH RIVERSIDE LLC
By:  /s/ Dorian Herrera
Title:    Authorized Agent                                                                                                             | KZH SOLEIL LLC
By:  /s/ Dorian Herrera
Title:    Authorized Agent                                                                                                              
|KZH SOLEIL-2 LLC
By:  /s/ Dorian Herrera
Title:    Authorized Agent                                                                                                              | KZH STERLING LLC
By:  /s/ Dorian Herrera
Title:    Authorized Agent                                                                                                            
|LOAN FUNDING IV, LLC
By:  /s/ Mark Okada
Title:    Chief Investment Officer                                                                                                      | MOUNTAIN CAPITAL CLO I LTD.
By:  /s/ Darren P. Riley
Title:    Director                                                                                                        
|MOUNTAIN CAPITAL CLO II LTD.
By:  /s/ Darren P. Riley
Title:    Director                                                                                                         | MUIRFIELD TRADING LLC
By:  /s/ Diana M. HimesTitle:    Assistant Vice President                                                                                                
|NATIONAL CITY BANK
By:  /s/ MichaelTitle:    Account Officer                                                                                                                     | NOMURA BOND & LOAN FUND
By:  /s/ Elizabeth MacLeanTitle:    Director                                                                                                           
|OLYMPIC FUNDING TRUST, SERIES 1999-1
By:  /s/ Diana M. Himes
Title:    Authorized Agent                                                                                          | OPPENHEIMER SENIOR FLOATING RATE FUND
By:  /s/ Lisa Chaffee
Title:    Manager                                                                                                  
|ORIX FUNDING LLC
By:  /s/ Diana M. Himes
Title:   Assistant Vice President                                                                                                       | PAMCO CAYMAN, LTD
By:  /s/ _______________
Title:                                                                                                                              
|PROTECTIVE LIFE INSURANCE COMPANY
By:  /s/ Diane S. Griswald
Title:    Assistant Vice President                                                                                  | ROSEMONT CLO, LTD
By:  /s/ Dale Burrow
Title:    Senior Vice President                                                                                                         
|ROYALTON COMPANY
By:  /s/ Mohan V. Phansalkar
Title:    Managing Director                                                                                                        | SAGAMORE CLO LTD.
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                                    
|SARATOGA CLO I, LIMITED
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                                | SAWGRASS TRADING LLC
By:  /s/ Diana M. HimesTitle:    Assistant Vice President                                                                                                 
|SEQUILS-CENTURION V. LTD.
By:/s/ Leanne StavrakisTitle:  Director - Operations                                                                                                   | SEQUILS CUMBERLAND I, LTD.
By:  /s/ Dale BurrowTitle:    Senior Vice President                                                                                                 
|SEQUILS LIBERTY, LTD
By:  /s/ Thomas H. B. EwaldTitle:    Authorized Signatory                                                                                                   | SMOKY RIVER CDO, L.P.
By:  /s/ Melissa MaranoTitle:    Authorized Signatory                                                                                                    
|SPIRET IV LOAN TRUST 2003-B
By:  /s/ Rachel L. Simpson
Title:    Financial Services Officer                                                                                      | SUNAMERICA LIFE INSURANCE COMPANY
By:  /s/ W. Jeffrey Baxter
Title:    Vice President                                                                                          
|THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
By:  /s/ Elizabeth A. Quirk
Title:    Vice President                                                                     | THE TRAVELERS INSURANCE COMPANY
By:  /s/ Matthew J. McInernyTitle:    Investment Banker                                                                                        
|TRS 1 LLC
By:  /s/ Deborah O'KeeffeTitle:    Vice President                                                                                                                      | WINGED FOOT FUNDING TRUST
By:  /s/ Ann E. Morris
Title:    Authorized Agent                                                                                                    

CONSENT

Dated as of April 19, 2004

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

ALPHARMA OPERATING CORPORATION



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA USPD INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA U.S. INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



BARRE PARENT CORPORATION



By:  /s/ Robert F. Wrobel
Title:    Secretary









G.F. REILLY COMPANY



By:  /s/ Robert F. Wrobel
Title:    Secretary



PARMED PHARMACEUTICALS, INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA EURO HOLDINGS INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA (BERMUDA) INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA USHP INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA US PHARMACEUTICAL LLC



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA ANIMAL HEALTH COMPANY



By:  /s/ Robert F. Wrobel
Title:    Secretary







MIKJAN CORPORATION



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA NW INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



NMC LABORATORIES, INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



US ORAL PHARMACEUTICALS PTY LTD



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA HOLDINGS INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA PHARMACEUTICALS INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



POINT HOLDINGS INC.



By:  /s/ John W. LaRocca
Title:    Secretary







PUREPAC PHARMACEUTICAL HOLDINGS INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



ALPHARMA BRANDED PRODUCTS

DIVISION INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary



PUREPAC PHARMACEUTICAL CO.



By:  /s/ John W. LaRocca
Title:    Secretary



ALPHARMA INVESTMENT INC.



By:  /s/ Robert F. Wrobel
Title:    Secretary