EXECUTION COPY







                          $300,000,000

                        CREDIT AGREEMENT

                           dated as of
                                
                        January 20, 1999,

                              among

                       ALPHARMA U.S. INC.


                          as Borrower,

                    THE BANKS NAMED HEREIN,

                           as Banks,

                      UNION BANK OF NORWAY

                          as Arranger,

                      DEN NORSKE BANK ASA,
                                
                         as Co-Arranger
                                
                               and

                     UNION BANK OF NORWAY,

                            as Agent

                       TABLE OF CONTENTS


ARTICLE I - DEFINITIONS AND ACCOUNTING TERMS                    1
     
     1.1. Defined Terms                                         1
     1.2. Computation of Time Periods                          18
     1.3. Accounting Terms                                     18

ARTICLE II - AMOUNT AND TERMS OF THE TERM LOANS                18
     
     2.1. The Term Loans                                       18
     2.2. Making the Term Loans                                19
     2.3. Termination/Reduction of the Term Loan Commitments   20
     2.4. Consolidation and Repayment of Term Loans            21

ARTICLE III - AMOUNT AND TERMS OF THE REVOLVING LOANS          22
     
     3.1. The Revolving Loans                                  22
     3.2. Making the Revolving Loans                           23
     3.3. Termination/Reduction  of  the  Revolving   Credit
          Commitments                                          24
     3.4. Extension    of   Revolving   Credit    Commitment
          Termination Date                                     25

ARTICLE IV - AMOUNT AND TERMS OF THE WORKING CAPITAL LOANS     26
     
     4.1. The Working Capital Loans                            26
     4.2. Making the Working Capital Loans                     27
     4.3. Termination/Reduction of the Working Capital  Loan
          Commitments                                          29
     4.4.  Letters of Credit                                   29
     4.5.  Obligations Absolute                                34

ARTICLE V - INTEREST, FEES, ETC.                               34
     
     5.1. Interest Period Election                             34
     5.2. Interest Rate                                        35
     5.3. Interest Rate Determination and Protection           36
     5.4. Prepayments                                          37
     5.5. Fees                                                 38
     5.6. Increased Costs                                      39
     5.7. Illegality                                           40
     5.8. Capital Adequacy                                     40
     5.9. Payments and Computations                            41
     5.10. Sharing of Payments, Etc.                           45

ARTICLE VI - CONDITIONS OF LENDING                             45
     
     6.1. Conditions Precedent to the Making of the  Initial
          Loans and/or Initial Issuance of Letters of Credit   45
     6.2. Conditions  Precedent to the Making of  Each  Loan
          and Issuance of Each Letter of Credit                47

ARTICLE VII - REPRESENTATIONS AND WARRANTIES                   47
     
     7.1. Corporate Existence                                  47
     7.2. Corporate    Power;   Authorization;   Enforceable
          Obligations.                                         47
     7.3. Taxes                                                48
     7.4. Financial Information                                49
     7.5. Litigation                                           49
     7.6. Margin Regulations                                   49
     7.7. ERISA                                                50
     7.8. No Defaults                                          50
     7.9. Investment Company Act                               50
     7.10. Insurance                                           51
     7.11. Environmental Protection                            51
     7.12. Regulatory Matters                                  51
     7.13. Title and Liens                                     51
     7.14. Compliance with Law                                 51
     7.15. Trademarks, Copyrights, Etc.                        52
     7.16. Disclosure                                          52
     7.18. Subsidiaries.                                       52
     7.19. Principal Subsidiaries.                             52
     7.20. Year 2000 Issue                                     52
     7.21.  Pari Passu Obligations                             53
     7.22. Corporate Headquarters                              53

ARTICLE VIII - AFFIRMATIVE COVENANTS                           53
     
     8.1. Compliance with Laws, Etc.                           53
     8.2. Payment of Taxes, Etc.                               53
     8.3. Maintenance of Insurance                             53
     8.4. Preservation of Corporate Existence, Etc.            53
     8.5. Books and Access                                     54
     8.6. Maintenance of Properties, Etc.                      54
     8.7. Application of Proceeds                              54
     8.8. Financial Statements                                 54
     8.9. Reporting Requirements                               55
     8.10. Acquisition Related Loan                            56
     8.11. Additional Credit Support Documents                 56
     8.12.  Delivery of Opinions                               57
     8.13. Year 2000 Compliance                                57
     8.14 Pari Passu Obligations                               57
     8.15 Corporate Headquarters.                              57
     8.16 Indebtedness Under Other Facilities                  57

ARTICLE IX - NEGATIVE COVENANTS                                58
     
     9.1. Liens, Etc.                                          58
     9.2. Mergers                                              58
     9.3. Substantial Asset Sale                               58
     9.4. Transactions with Affiliates                         59
     9.5. Restrictions on Indebtedness                         59

ARTICLE X - EVENTS OF DEFAULT                                  60
     
     10.1. Events of Default                                   60

ARTICLE XI - THE AGENT AND WORKING CAPITAL AGENT               63
     
     11.1. Authorization and Action                            63
     11.2. The Agent's Reliance, Etc.                          63
     11.3. Union Bank of Norway and Den norske Bank AS         64
     11.4. Bank Credit Decision                                64
     11.5. Determinations Under Sections 6.1. and 6.2          65
     11.6. Indemnification                                     65
     11.7. Successor Agents/Working Capital Agents             66
     11.8. Notices and Forwarding of Documents to Banks        66

ARTICLE XII - MISCELLANEOUS                                    66
     
     12.1. Amendments, Etc.                                    66
     12.2. Notices, Etc.                                       67
     12.3. No Waiver; Remedies                                 68
     12.4. Costs; Expenses; Indemnities                        68
     12.5. Right of Set-off                                    70
     12.6. Binding Effect                                      70
     12.7. Assignments and Participation; Additional Banks     70
     12.8. GOVERNING LAW; SEVERABILITY.                        73
     12.10. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL   73
     12.11. Confidentiality                                    73
     12.12. Section Titles                                     74
     12.13. Execution in Counterparts                          74
     SCHEDULES AND ANNEXES
     
     Annex  A                                                      -
          Pricing Grid     
     Schedule I                                                            -
          Lending Offices
     Schedule II                                                           -
          Commitments
     Schedule III                                                          -
          Restructuring Documents
     
     Schedule 7.2(a)(iv)                                              -
          Required Consents and Approvals
     
     
EXHIBITS

Exhibit A-1                              -          Form of  Term
                              Note
Exhibit A-2                                -            Form   of
                              Revolving Credit Note
Exhibit A-3                             -         Form of Working
                              Capital Note
Exhibit B                                  -            Form   of
                              Acquisition Related Guaranty
Exhibit C                                  -            Form   of
                              Intercreditor Agreement
Exhibit D                                -         Form of Notice
                              of Borrowing
Exhibit E                                -         Form of Parent
                              Guaranty
Exhibit F                                 -          [Intentional
                              omitted]
Exhibit G                                  -            Form   of
                              Subsidiary Guaranty
Exhibit H                                  -            Form   of
                              Assignment of Intercompany Note
Exhibit I                                -         Form of Notice
                              of Interest Period
Exhibit J-1                             -         Form of Opinion
                              of Kirkland & Ellis
Exhibit J-2                             -         Form of Opinion
                              of Robert Wrobel, Corporate Counsel
                              of the Borrower
Exhibit J-3                             -         Form of Opinion
                              of Watson, Farley & Williams
Exhibit J-4                             -         Form of Opinion
                              of Wikborg & Rein (Norwegian law)
Exhibit J-5                             -         Form of Opinion
                              of  Gorrissen & Federspiel  (Danish
                              law)
Exhibit J-6                             -         Form of Opinion
                              of  McCarter & English (New  Jersey
                              law)
Exhibit J-7                             -         Form of Opinion
                              of Bird & Bird (English law)
Exhibit K                                -         Form of Notice
                              of Assignment and Acceptance

     CREDIT AGREEMENT dated as of January 20, 1999 among ALPHARMA
U.S.  INC.,  a Delaware corporation (together with its successors
and  assigns, the "Borrower"), the Banks parties hereto from time
to time (the "Banks"), UNION BANK OF NORWAY, as Agent, UNION BANK
OF  NORWAY, as Arranger, DEN NORSKE BANK ASA, as Co-Arranger  and
Co-Syndication  Agent and SUMMIT BANK, as Working Capital  Agent,
Documentation Agent and Co-Syndication Agent.


                      W I T N E S S E T H:

      WHEREAS, the Borrower has requested that the Banks  provide
financing for, among other things, (a) the refinancing of certain
existing  indebtedness  of  the  Borrower  and  (b)  for  general
corporate  purposes,  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):

      "Acquisition Related Guarantor" means an Affiliate  of  the
Borrower  to  whom the proceeds of a Borrowing are,  directly  or
indirectly,   made  available  for  purposes  of   effecting   an
acquisition of Equity or assets.

      "Acquisition  Related Guaranty" means  a  guaranty  of  the
obligations  of the Borrower pursuant to the Loan Documents  made
by  an  Acquisition  Related  Guarantor  in  connection  with   a
Borrowing  made in respect of an acquisition of Equity or  assets
substantially in the form of Exhibit B hereto.

      "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 5.5(c).

      "Agent" means Union Bank of Norway, in its capacity as  the
Agent, or any successor in such capacity.

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

      "Agreement  Date" means the date set forth as such  on  the
last signature page hereof.

      "Agreement Termination Date" means the first day  on  which
all the 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.

       "A.L.   Pharma  A/S"  means  A.L.  Pharma  A/S,  a  Danish
corporation.

     "Alpharma AS" means Alpharma AS, a Norwegian corporation.

      "Alternate  Base Rate" means a fluctuating rate  per  annum
equal  at  all times to the higher of (i) the Base Rate and  (ii)
the Federal Funds Rate, in each case plus the Applicable Margin.

      "Alternate Base Rate Working Capital Loan" means a  Working
Capital Loan bearing interest at the Alternate Base Rate.

      "Applicable  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.

     "Applicable Margin" shall mean a percentage per annum
determined in accordance with the Pricing Grid.

      "Arrangement  Fee"  has the meaning  specified  in  Section
5.5(b).

     "Arranger" means Union Bank of Norway.

      "Assignment of Intercompany Note" means the Assignment made
by  the Parent Guarantor in favor of the Agent, substantially  in
the form of Exhibit H hereto.

      "Available Revolving Credit Commitment" means,  as  to  any
Bank,  at any time of determination, an amount equal to (x)  such
Bank's  Revolving Credit Commitment at such time minus  (y)  such
Bank's  aggregate Outstanding Revolving Extensions of  Credit  at
such time.

      "Base Rate" means the rate of interest announced from  time
to  time by the Working Capital Agent as its "base rate" or "base
lending rate".  This rate of interest is determined from time  to
time  by  the  Working Capital 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 Working Capital Agent to
any  particular  class or category of customers  of  the  Working
Capital Agent.

      "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 12.7.

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

      "Borrowing"  means a Term Loan Borrowing, a Revolving  Loan
Borrowing  or a Working Capital Loan Borrowing (as the  case  may
be).

      "Business Day" means a day of the year on which  banks  are
not  required or authorized to close in New York City  and  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  (including convertible debt securities but excluding  any
other debt securities), in each case 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  Equivalents" 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  each case 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).

     "Co-Arranger" means Den norske Bank ASA.

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

      "Commitment" means, as to any Bank, the aggregate  of  such
Bank's  Term Loan Commitment and Revolving Credit Commitment  and
"Commitments" means, as to all of the Banks, the aggregate of the
Term Loan Commitments and Revolving Credit Commitments of all the
Banks.

      "Commitment Fee" means any of the fees paid by the Borrower
pursuant to Section 5.5(a).

      "Consolidation" means any adjustment of Interest Periods in
respect  of Term Loans in accordance with Section 2.4(a) of  this
Agreement.

      "Consolidation Date" means the day that is six  (6)  months
after the Initial Funding Date with respect to Term Loans or such
earlier  date on which the Consolidation of Term Loans occurs  as
the Agent may designate by notice to the Banks.

       "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 Document" means the Parent  Guaranty,  the
Subsidiary  Guaranties, the Pledge Agreements, the Assignment  of
Intercompany Note and the Acquisition Related Guaranties.

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

     "Documentation Agent" means Summit Bank, in its capacity as
Documentation Agent, or any successor in such capacity.

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

     "Dumex" means Dumex - Alpharma A/S, a Danish corporation.

      "Earnings from Operations" has the meaning specified in the
Parent Guaranty.

      "EBITDA"  has  the meaning ascribed thereto in  the  Parent
Guaranty.

     "Effective Date" means the first day on which the conditions
set forth in Section 6.1 are satisfied or waived.

      "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. 12Sl 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
Environmental  Cleanup  Responsibility  Act  (N.J.   Stat.   Ann.
13:lK-6 et seg.) 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,
resulting  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   participation  or  other  equivalents  (regardless  of   how
designated)  of  or in a corporation, limited liability  company,
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.

      "Equity  Ratio"  has the meaning specified  in  the  Parent
Guaranty.

     "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 equal to (a) the rate quoted by the Agent as appearing
on  the Telerate Page 3750 or on any other relevant Telerate page
as  of 11:00 A.M. (London time) on the second Business Day before
the  first day of such Interest Period for a period equal to such
Interest  Period  or  (b) if such rate does  not  appear  on  the
Telerate  Page 3750 or on any other relevant Telerate page,  such
other  widely  published rate at which deposits  in  Dollars  are
offered  in  the  London interbank market at 11:00  A.M.  (London
time)  as the Agent may select on the second Business Day  before
the  first day of such Interest Period for a period equal to 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.

      "Eurodollar Working Capital Loans" means a Working  Capital
Loan  bearing interest at the Eurodollar Rate plus the Applicable
Margin.

      "Event  of  Default" has the meaning specified  in  Section
10.1.

      "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  Agent  from
three  federal funds brokers of recognized standing  selected  by
it.

      "Final  Judgment"  has  the meaning  specified  in  Section
10.1(f).

      "Fiscal Quarter" means any three month period ending  March
31, June 30, September 30 or December 31 of any Fiscal Year.

     "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 Agreement Date.

     "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.

      "Indebtedness"  of any Person means at  any  date,  without
duplication,  (i)  all obligations of such  Person  for  borrowed
money,  including  obligations 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 (but not  including
any obligation under a performance bond), (vi) all obligations of
such Person as issuer, customer or account party under letters of
credit or bankers' acceptances that are either drawn or that back
financial  obligations that would otherwise be Indebtedness,  and
(vii)  for  purposes of Section 10.1(e) only, all obligations  of
such Person in respect of Swap Agreements.

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

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

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

      "Initial Funding Date" means, with respect to each  of  the
Term  Loans, Revolving Loans and Working Capital Loans, the  date
on which (i) the conditions set forth in Sections 6.1 and 6.2 are
satisfied  or  waived and (ii) the initial Term Loans,  Revolving
Loans or Working Capital Loans, respectively, are made hereunder.

      "Intercreditor Agreement" means the Intercreditor Agreement
among  the  Agent, the Banks and the Other Lenders, substantially
in the form of Exhibit C hereto.

      "Interest  Period" means, with respect  to  any  Eurodollar
Loans,  (a)  in the case of the first such Interest  Period,  the
period commencing on the date such Loans are made and ending  (i)
six  months thereafter, in the case of Term Loans, and (ii)  one,
three  or  six  months (or 12 months, in accordance with  Section
5.1(b)) thereafter, in the case of Revolving Loans and Eurodollar
Working Capital Loans, as selected by the Borrower in its  Notice
of  Borrowing  or Notice of Interest Period given  to  the  Agent
pursuant to Section 2.2, 3.2, 4.2 or 5.1, as the case may be, and
(b)  thereafter,  the period commencing on the last  day  of  the
immediately preceding Interest Period and ending (i)  six  months
thereafter, in the case of Term Loans, and (ii) one,  three,  six
or  twelve months thereafter, in the case of Revolving Loans  and
Eurodollar Working Capital Loans, as selected by the Borrower  in
its  Notice of Interest Period given to the Agent or the  Working
Capital  Agent,  as  the case may be, pursuant  to  Section  5.1,
subject, however, to the following:

         (A) 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;

         (B)  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;

         (C)  no  Interest Period may extend beyond (I) the  Term
     Loan  Maturity Date, in the case of the Term Loans or   (II)
     the  Revolving Credit Commitment Termination  Date,  in  the
     case  of  Revolving  Loans  and Eurodollar  Working  Capital
     Loans; and

         (D)  there shall be outstanding at any one time  in  the
     aggregate  no more than (I) four (4) Interest Periods  prior
     to  the  Consolidation  Date and  one  (1)  Interest  Period
     thereafter,  with  respect  to  Term  Loans,  (II)  six  (6)
     Interest  Periods  (no more than four of which  may  have  a
     duration  of one month) with respect to Revolving Loans  and
     (III)  ten  (10) Interest Periods with respect to Eurodollar
     Working Capital Loans.

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

      "Issuing  Bank" means Summit Bank or First  Union  National
Bank,  N.A.,  as  the case may be, as the issuer  of  Letters  of
Credit  hereunder, together with its successors  and  assigns  in
such capacity.

     "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 Agent.

     "Letter of Credit" has the meaning specified in Section 4.4.

      "Letter  of  Credit Documents" means, with respect  to  any
Letter of Credit, collectively, any application therefor and  any
other  agreements,  instruments, guarantees  or  other  documents
(whether general in application or applicable only to such Letter
of  Credit)  governing  or  providing  for  (a)  the  rights  and
obligations of the parties concerned or at risk with  respect  to
such  Letter of Credit or (b) any collateral security for any  of
such   obligations,  each  as  the  same  may  be  modified   and
supplemented and in effect from time to time.

      "Letter of Credit Liability" means, without duplication, at
any  time and in respect of any Letter of Credit, the sum of  (a)
the  undrawn  face amount of such Letter of Credit plus  (b)  the
aggregate   unpaid   principal  amount   of   all   Reimbursement
Obligations  of  the  Borrower at such time due  and  payable  in
respect  of  all drawings made under such Letter of Credit.   For
purposes  of  this Agreement, a Working Capital Bank (other  than
the  Issuing Bank) shall be deemed to a hold a Letter  of  Credit
Liability in an amount equal to its Ratable Portion of the Letter
of Credit under Section 4.4 hereof, and the Issuing Bank shall be
deemed to hold a Letter of Credit Liability in an amount equal to
its  retained  interest  in the related Letter  of  Credit  after
giving  effect  to the acquisition by the Banks  other  than  the
Issuing  Bank of their participation interests under said Section
4.4.

       "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.

      "Loan  Documents" means (i) this Agreement, the Notes,  the
Credit Support Documents and the Intercreditor Agreement 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  Agent,  the
Banks,  the Arranger, the Co-Arranger, the Working Capital Agent,
the  Documentation Agent  and the Other Lenders) that is a  party
to a Loan Document.

      "Loans"  means, collectively, the Term Loans, the Revolving
Loans and the Working Capital Loans.

      "Majority Banks" means, at any time, Banks holding 66  2/3%
or  more  of  (a) until the Initial Funding Date, the Commitments
and  (b)  thereafter,  the sum of (i) the then  aggregate  unpaid
principal  amount of Term Loans held by the Banks  and  (ii)  the
Revolving   Credit  Commitments  or,  if  the  Revolving   Credit
Commitments  have  been  terminated, the  then  aggregate  unpaid
principal  amount of Revolving Loans, Working Capital  Loans  and
Letter of Credit Liabilities; provided, that for purposes of  the
last paragraph of Section 10.1(A) hereof, the relevant percentage
for determining Majority Banks shall be 51%.

     "Majority Working Capital Banks" means, at any time, Working
Capital Banks holding 66 2/3% or more of the aggregate amount  of
the Working Capital Loan Commitments.

      "Margin Ratio" means, as at the last day of any period, the
ratio  of  (a) Total Indebtedness on such day to (b)  EBITDA  for
such period, as calculated in accordance with Annex A hereto.

     "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 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,  any  of  the  Subsidiary
Guarantors  or  the  Acquisition Related  Guarantors  under  this
Agreement or any other Loan Document.

      "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.

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.

      "New  Permitted Indebtedness" has the meaning specified  in
the Parent Guaranty.

       "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 Term Notes, the Revolving Credit Notes and
the Working Capital Notes.

      "Notice  of  Assignment  and Acceptance"  has  the  meaning
specified in Section 12.7(a).

      "Notice  of  Borrowing"  means a  notice  of  the  Borrower
substantially in the form of Exhibit D hereto specifying  therein
(i) the date of the proposed Borrowing, (ii) the aggregate amount
of  such proposed Borrowing, (iii) the initial Interest Period or
Interest  Periods for such Loans and (iv) whether such  Borrowing
is  to be a Term Loan Borrowing, a Revolving Loan Borrowing or  a
Working Capital Loan Borrowing.

      "Notice  of  Interest Period" has the meaning specified  in
Section 5.1.

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

      "Other  Lenders" shall mean (i) as of the  Agreement  Date,
First  Union National Bank, and (ii) at any time thereafter,  the
banks  and  financial  institutions party  to  the  Intercreditor
Agreement at such time (other than the Banks and the Agent).

      "Outstanding Revolving Extensions of Credit" means,  as  to
any  Bank  at  any time, the aggregate principal  amount  of  all
Revolving  Loans,  Working Capital Loans  and  Letter  of  Credit
Liabilities made by such Bank then outstanding.

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

     "Parent Guaranty" means the Guaranty dated as of January 20,
1999  made  by the Parent Guarantor in respect of the obligations
of  the Borrower pursuant to the Loan Documents, as the same  may
be further amended or modified from time to time.

      "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.

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

      "Permitted Indebtedness" has the meaning specified  in  the
Parent Guaranty.

      "Permitted Liens" has the meaning specified in  the  Parent
Guaranty.

      "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"  means  each  pledge  made   by   the
Shareholders  of  a Pledge Subsidiary in favor of  the  Agent  on
behalf  of  the  Banks in respect of 65% of  the  total  combined
voting power of all classes of stock entitled to vote (within the
meaning   of   Section  956  of  the  Code  and  the  regulations
thereunder)  of  such Pledge Subsidiary, in  form  and  substance
satisfactory to the Agent.

      "Pledge Subsidiary" means A.L.-Pharma A/S, Alpharma AS  and
each Principal Subsidiary that is a Non-U.S. Subsidiary.

     "Pricing Grid" shall mean the pricing grid attached hereto
as Annex A.

       "Principal  Subsidiary"  means  (a)  at  all  times,   the
Scandinavian Principal Companies, and (b) at any time (except  as
otherwise  provided  for  in this Agreement  or  any  other  Loan
Document), any Subsidiary of the Parent Guarantor that  (i)  owns
more than 5% of the total assets of the Parent Guarantor and  its
Subsidiaries on a consolidated basis, or (ii) is responsible  for
more  than  5% of the total revenues of the Parent Guarantor  and
its  Subsidiaries,  on a consolidated basis;  provided,  however,
that  on and as of the Agreement Date, Principal Subsidiary shall
mean  each of the entities listed on Schedule 5(n) to the  Parent
Guaranty  and  at  any  time thereafter, shall  mean  (except  as
otherwise  provided  for  in this Agreement  or  any  other  Loan
Document)  the  entities listed as "Principal  Subsidiaries"  (as
determined in accordance with this definition) on the certificate
of the Responsible Financial Officer of the Parent Guarantor most
recently  delivered  pursuant to Section 6(g)(v)  of  the  Parent
Guaranty.

     "Prior UBN Facility" means the Credit Agreement dated as  of
September  28,  1994  as amended by (i) a Consent  and  Agreement
dated  as of December 19, 1994, (ii) an Amendment No. 2 to Credit
Agreement dated as of December 1, 1995, (iii) an Amendment No.  3
dated  as of February 26, 1997 and (iv) an Amendment No. 4  dated
as  of April 10, 1997 among the Borrower, the banks and financial
institutions  set forth therein, Union Bank of Norway,  as  agent
and arranger, and Den norske Bank ASA, as Co-Arranger.

      "Property"  means any interest in any kind of  property  or
asset,  whether real, personal or mixed, and whether tangible  or
intangible.

      "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  at  any  time  of
determination, (i) with respect to Term Loans and Working Capital
Loans,  respectively,  the percentage obtained  by  dividing  the
amount  of  such  Bank's Term Loan Commitment or Working  Capital
Loan  Commitment,  as  the  case may be,  at  such  time  by  the
aggregate  amount of all of the Banks' Term Loan  Commitments  or
Working  Capital Loan Commitments, as the case  may  be  at  such
time,  (ii)  with  respect  to a Revolving  Loan  Borrowing,  the
percentage  obtained  by  dividing  the  amount  of  such  Bank's
Available  Revolving  Credit  Commitment  at  such  time  by  the
aggregate amount of all of the Banks' Available Revolving  Credit
Commitments  at  such  time,  (iii)  with  respect  to  a  Bank's
outstanding Revolving Loans, the percentage obtained by  dividing
the  aggregate  principal amount of all Revolving Loans  made  by
such  Bank then outstanding by the aggregate principal amount  of
all  Revolving Loans made by all the Banks then outstanding, (iv)
with  respect to Letters of Credit and any Working Capital Bank's
liability  thereunder, the percentage obtained  by  dividing  the
amount  of  such  Working  Capital Bank's  Working  Capital  Loan
Commitment by the aggregate amount of all of the Working  Capital
Banks'  Working Capital Loan Commitments and (v) with respect  to
the  aggregate amount of all Commitments, the percentage obtained
by  dividing  the  aggregate  Commitment  of  such  Bank  by  the
aggregate amount of all Commitments of all the Banks.

      "Register"  has  the meaning specified in  Section  12.7(g)
hereof.

       "Regulation  D",  "Regulation  T",  "Regulation   U"   and
"Regulation X" means 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.

       "Reimbursement  Obligations"  means,  at  any  time,   the
obligations  of  the  Borrower  then  outstanding,  or  that  may
thereafter  arise,  in  respect of all  Letters  of  Credit  then
outstanding,  to  reimburse amounts paid by the Issuing  Bank  in
respect of any drawings under a Letter of Credit.

      "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  preremedial 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  Agent
pursuant  to  Section 6.1(a)(iii) or otherwise  notified  to  the
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  Agent pursuant to Section 6.1(a)(iii) or otherwise  notified
to the 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.

      "Revolving  Credit Availability Period"  means  the  period
beginning  (x)  on  the Agreement Date, for purposes  of  Section
4.1(a)  hereof, and (y) February 5, 1999, for purposes of Section
3.1(a)  hereof,  and in each case ending on the Revolving  Credit
Commitment Termination Date.

      "Revolving  Credit Commitment" means, as to any  Bank,  the
obligation of such Bank, if any, to make Revolving Loans, Working
Capital Loans and to automatically acquire a participation in the
Issuing  Bank's  liability under any  Letters  of  Credit  in  an
aggregate  principal and/or face amount not to exceed the  amount
set   forth  under  the  heading  "Revolving  Credit  Commitment"
opposite  such Lender's name on Schedule II, as the same  may  be
changed from time to time pursuant to the terms hereof.

      "Revolving  Credit Commitment Termination Date"  means  the
earlier of (i) the day that is five (5) years after the Agreement
Date  or  such other day to which the Revolving Credit Commitment
Termination  Date  shall have been extended  in  accordance  with
Section  3.4  hereof and (ii) the date of the earlier termination
or  cancellation  in  full  of  the Revolving  Credit  Commitment
pursuant to the terms hereof, including pursuant to Section 10.1.

      "Revolving Note" means any promissory note in the  form  of
Exhibit A-2.

      "Revolving Loan" means a Loan made to the Borrower pursuant
to Section 3.1.

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

      "Scandinavian  Principal Companies" means Alpharma  AS  and
Dumex-Alpharma A/S.

      "Shareholder"  means, with respect to any corporation,  the
holder of any of the Equity of such Person.

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

     "Subordinated Indebtedness" has the meaning specified in the
Parent Guaranty.

       "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 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 Principal Subsidiary that
is  incorporated  or organized under the laws of  a  jurisdiction
located in the United States of America.

      "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 G hereto.

      "Summit  Bank Facility" means the $65,000,000 loan facility
made  available  to the Borrower pursuant to a  Credit  Agreement
dated  as  of  September 11, 1997 among the Borrower,  the  banks
named  therein,  Summit  Bank, as  agent,  and  Summit  Bank,  as
arranger (as amended from time to time).

      "Swap  Agreement" means, with respect to  any  Person,  any
obligation with respect to an interest rate or currency  swap  or
similar  obligation  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.

      "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.

      "Term  Loan Availability Period" means the period beginning
on  February  5,  1999  and ending on the  Term  Loan  Commitment
Termination Date.

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

     " Term Loan Commitment" has the meaning specified in Section
2.1(a).

     "Term Loan Commitment Termination Date" means the earlier of
(i)  the  date that is sixty (60) days after the Agreement  Date,
(ii)  the  date  on  which a fourth Term Loan Borrowing  is  made
pursuant  to the terms of this Agreement, and (iii) the  date  of
the  earlier termination or cancellation in full of the Term Loan
Commitment  pursuant to the terms hereof, including  pursuant  to
Section 10.1.

      "Term  Loan" means a Loan made to the Borrower pursuant  to
Section 2.1.

     "Term Loan Maturity Date" means the sixth anniversary of the
Initial Funding Date with respect to Term Loans.

     "Term Note" means any promissory note in the form of Exhibit
A-1.

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

     "Total Indebtedness" means, for any period, all Indebtedness
of the Parent Guarantor and its Subsidiaries (on a consolidated
basis) (including Indebtedness under the Loan Documents) for such
period.

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

      "Vancomycin  Facility" means the $9,000,000  loan  facility
made  available  to Dumex-Alpharma A/S pursuant  to  a  Guarantee
Facility  Agreement dated December 20, 1995 among  Dumex-Alpharma
A/S,  Sparekassen  Bikuben  A/S and  Union  Bank  of  Norway,  as
guarantors, the lenders named therein, Union Bank of  Norway,  as
arranger, and Sparekassen Bikuben A/S, as agent (as amended  from
time to time).

     "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.

      "Working Capital Agent" means Summit Bank, in its  capacity
as the Working Capital Agent, or any successor in such capacity.

      "Working  Capital Banks" means Summit Bank and First  Union
National Bank, N.A.

      "Working  Capital Extensions of Credit"  means  as  to  any
Working Capital Bank at any time, an amount equal to the  sum  of
(a)  the aggregate principal amount of all Working Capital  Loans
made  by  such Working Capital Bank then outstanding and (b)  the
aggregate principal amount of such Working Capital Bank's Ratable
Portion of the Letter of Credit Liability at such time.

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

     "Working Capital Loan" means a Loan made to the Borrower
pursuant to Section 4.1.

      "Working Capital Loan Commitment" means, as to any  Working
Capital  Bank,  the obligation of such Working Capital  Bank,  if
any, to make Working Capital Loans and to automatically acquire a
participation in the Issuing Bank's liability under  any  Letters
of  Credit  in  an aggregate principal amount not to  exceed  the
amount  set  forth  under  the  heading  "Working  Capital   Loan
Commitment" opposite such Working Capital Banks' name on Schedule
II,  as the same may be changed from time to time pursuant to the
terms hereof.

     "Working Capital Note" means any promissory note in the form
of Exhibit A-3.

      "Year  2000 Issue" means the failure of computer  software,
hardware  and firmware systems and equipment containing  embedded
computer   chips   to   properly  receive,   transmit,   process,
manipulate,  store, retrieve, re-transmit or  in  any  other  way
utilize  data and information due to the occurrence of  the  year
2000 or the inclusion of dates on or after January 1, 2000.

      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.


                           ARTICLE II

               AMOUNT AND TERMS OF THE TERM LOANS

     2.1.      The Term Loans.

        (a)  Commitment to Lend.  On the terms and subject to the
conditions  contained  in  this Agreement,  each  Bank  severally
agrees  to  make up to four (4) Term Loans to the  Borrower  from
time   to  time  on  any  Business  Day  during  the  Term   Loan
Availability  Period, each such Loan being part of  a  Term  Loan
Borrowing,  in  an  aggregate amount not to exceed  at  any  time
outstanding  the amount set forth opposite such  Bank's  name  on
Schedule II as its "Term Loan Commitment" (as adjusted from  time
to   time  by  reason  of  assignments  in  accordance  with  the
provisions  of  Section 12.7 and as such amount  may  be  reduced
pursuant  to  Section 2.3, such Bank's "Term  Loan  Commitment");
provided,  however,  that  following  the  making  of  each  such
proposed  Term  Loan, (i) the aggregate principal amount  of  all
Term  Loans outstanding shall not exceed the aggregate amount  of
the  Term Commitments and (ii) the aggregate principal amount  of
all  Loans  outstanding shall not exceed the aggregate amount  of
the Commitments, in each case at such time.

         (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 (through the Agent) a single Term
Note  payable  to  the  order of such Bank, both  evidencing  the
Indebtedness to such Bank resulting from each Term 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.

               (ii) The Register maintained by the Agent pursuant
     to  Section  12.7(g)  shall include  a  "Term  Loan  control
     account"  for each Bank, in which account shall be  recorded
     (A)  the  date  and  amount  of  each  Term  Loan  Borrowing
     hereunder,  (B)  the  amount  of  each  Bank's   Term   Loan
     comprising such Borrowing and 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 Term Loan hereunder  and
     (D)  the  amount of any sum received by the Agent  from  the
     Borrower with respect to such Term Loans hereunder and  each
     Bank's Ratable Portion thereof.
     
                (iii) The entries made in the Register in respect
     of  Term  Loans  shall  be conclusive and  binding  for  all
     purposes, absent manifest error.

      2.2.       Making  the  Term Loans.   (a)  Each  Term  Loan
Borrowing  shall  be made upon receipt of a Notice  of  Borrowing
given by the Borrower to the Agent not later than 11:00 A.M. (New
York  City time) on the fifth Business Day prior to the  date  of
the proposed Term Loan Borrowing.

     (b)       The Agent shall give to each Bank prompt notice of
its  receipt  of a Notice of Borrowing in respect of  Term  Loans
and,  upon  its  determination thereof, notice of the  applicable
interest rate under Section 5.3(b). Each Bank shall, before 11:00
A.M.  (New York City time) on the date of the proposed Term  Loan
Borrowing,  make available for the account of its Lending  Office
to  the  Agent  at  its address referred to in Section  12.2,  in
immediately available funds, such Bank's Ratable Portion of  such
proposed Term Loan Borrowing. After the Agent's receipt  of  such
funds and upon fulfillment of the applicable conditions set forth
in  Article VI, the Agent will make such funds available  to  the
Borrower at the Agent's above-referenced address.

      (c)       Each Term Loan Borrowing pursuant to this Section
2.2  shall be in an aggregate amount of not less than $10,000,000
or  an  integral multiple of $5,000,000 in excess  thereof.   The
maximum  number  of  Term Loan Borrowings  permitted  under  this
Agreement shall be four (4).

      (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 VI, 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 any Term Loan Borrowing when such Term 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 Agent  by  such  Bank
shall be conclusive and binding absent manifest error.

     (e)       Unless the Agent shall have received notice from a
Bank  prior  to  the  date of any proposed  Term  Loan  Borrowing
pursuant  to  this  Section 2.2 that  such  Bank  will  not  make
available  to the Agent such Bank's Ratable Portion of such  Term
Loan Borrowing, the Agent may assume that such Bank has made such
Ratable  Portion available to the Agent on the date of such  Term
Loan  Borrowing in accordance with this Section 2.2 and the 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 Agent and the Agent has so made available  such
amount,  such Bank and the Borrower severally agree to  repay  to
the  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  Agent, at (i) in the case of the  Borrower,  the
interest rate applicable at the time to the Term Loans comprising
the  Term  Loan Borrowing and (ii) in the case of such Bank,  the
Federal  Funds Rate. If such Bank shall repay to the  Agent  such
corresponding amount, such amount so repaid shall constitute such
Bank's  Term Loan as part of such Borrowing for purposes of  this
Agreement.  If  the  Borrower  shall  repay  to  the  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 Term Loan  to
be made by it as part of any Term Loan Borrowing pursuant to this
Section  2.2  shall not relieve any other Bank of its obligation,
if  any,  hereunder to make its Term Loan on  the  date  of  such
Borrowing,  but no Bank shall be responsible for the  failure  of
any  other  Bank to make the Term Loan to be made by  such  other
Bank on the date of any such Term Loan Borrowing.

       2.3.        Termination/Reduction   of   the   Term   Loan
Commitments.

      (a)       Optional Reductions.  The Borrower shall have the
right,  upon  at  least five Business Day's prior  notice  (which
shall  be  irrevocable) to the Agent, to terminate  in  whole  or
permanently  reduce ratably in part the unused  portions  of  the
respective Term Loan Commitments of the Banks; provided, however,
that  each partial reduction shall be in the aggregate amount  of
not  less  than $10,000,000 or an integral multiple of $5,000,000
(or  such lesser amount as may be necessary to reduce to zero the
amount of the Term Loan Commitments) in excess thereof; provided,
further,  that no such termination or reduction of the Term  Loan
Commitments  shall be permitted if, after giving  effect  thereto
and  to  any prepayments of the Term Loans made on the  effective
date  thereof, the aggregate outstanding principal amount of Term
Loans of all Banks would exceed the aggregate amount of the  Term
Loan   Commitments.   Once  canceled  pursuant  hereto,  no  such
canceled portion of the Term Loan Commitments may be reinstated.

      (b)       Cancellation of Unused Portion.  On the Term Loan
Commitment  Termination Date, the unused portion of  each  Bank's
Term  Loan  Commitment shall be canceled and will  no  longer  be
available for any Term Loan Borrowings thereafter.

      (c)        Payment  of  Cancellation and  Commitment  Fees.
Simultaneously with any termination, reduction or cancellation of
the  Term  Loan  Commitments pursuant to this  Section  2.3,  the
Borrower  shall pay to the Agent for the account of each relevant
Bank the applicable Commitment Fee, if any, on the amount of  the
Term Loan Commitments so terminated, reduced or canceled and owed
to  such  Bank through the date of such termination or reduction.
If  any  such termination, reduction or cancellation of the  Term
Loan Commitments occurs during the period from the Agreement Date
through  the second anniversary thereof, then the Borrower  shall
also pay to the Agent for the account of each Bank a cancellation
fee  equal to .25% of the amount of the Term Loan Commitments  so
terminated or reduced.

     2.4.      Consolidation and Repayment of Term Loans.

      (a)        Consolidation.   If  more  than  one  Term  Loan
Borrowing  is made, then on the Consolidation Date, the  Interest
Periods for the Term Loans shall be adjusted by the Agent so that
on  and after the Consolidation Date, there will be no more  than
one  (1)  Interest Period outstanding with respect  to  the  Term
Loans.   The Agent shall give the Banks 30 days' prior notice  of
the proposed Consolidation Date (which shall be no later than six
months  after  the  Initial Funding Date  with  respect  to  Term
Loans).   The  Borrower shall indemnify the Banks  in  accordance
with   Section  12.4(c)  for  any  costs  resulting   from   such
Consolidation.

       (b)         Repayment.   The  Borrower  shall  repay   the
outstanding  principal amount of the Term Loans  in  eleven  (11)
consecutive semi-annual installments in the amounts set forth  in
the  table below (subject to (x) proportional adjustment  in  the
event  that less than the full amount of the Term Loan Commitment
is  advanced  and  (y)  adjustment  to  reflect  any  prepayments
pursuant  to  Section 5.4); provided that, in any event,  on  the
Term  Loan  Maturity  Date,  the  Borrower  shall  pay  the  full
principal  amount  of  all Term Loans then outstanding  (together
with all accrued and unpaid interest thereon):

     The day that is the following
     number of months
     after the Initial Funding Date
      with respect  to  Term Loans Installment Amount

        12 months                         $2,500,000
        18 months                         $2,500,000
        24 months                         $7,500,000
        30 months                         $7,500,000
        36 months                         $7,500,000
        42 months                         $7,500,000
        48 months                         $7,500,000
        54 months                         $7,500,000
        60 months                         $7,500,000
        66 months                         $7,500,000
        72 months                       $35,000,000


                           ARTICLE III

            AMOUNT AND TERMS OF THE REVOLVING LOANS

     3.1.   The Revolving Loans.

         (a) Commitment to Lend.  On the terms and subject to the
conditions  contained  in  this Agreement,  each  Bank  severally
agrees to make Revolving Loans to the Borrower from time to  time
on  any  Business  Day  during the Revolving Credit  Availability
Period,  each such Loan being part of a Revolving Loan Borrowing,
in an aggregate amount not to exceed at any time outstanding such
Bank's  Available Revolving Credit Commitment (as  adjusted  from
time  to  time  by reason of assignments in accordance  with  the
provisions  of  Section 12.7 and as such amount  may  be  reduced
pursuant to Section 3.3); provided, however, that, following  the
making  of each such proposed Revolving Loan, (i) the Outstanding
Revolving Extensions of Credit of all the Banks shall not  exceed
the  aggregate amount of the Revolving Credit Commitments of  the
Banks  and  (ii) the Outstanding Revolving Extensions  of  Credit
made  by  any Bank shall not exceed such Bank's Revolving  Credit
Commitment, in each case at such time.

         (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 Revolving  Credit  Note
payable  to  the order of such Bank, and both shall evidence  the
Indebtedness to such Bank resulting from each Revolving 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.

      (ii)  The  Register  maintained by the  Agent  pursuant  to
Section  12.7(g)(i)  shall  include  a  "Revolving  Loan  control
account"  for  each Bank, in which account shall be recorded  (A)
the  date  and amount of each Revolving Loan Borrowing hereunder,
(B)  the  amount  of each Bank's Revolving Loan  comprising  such
Borrowing  and  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 Revolving Loan hereunder and (D) the amount of any  sum
received  by  the  Agent from the Borrower with respect  to  such
Revolving  Loans  hereunder  and  each  Bank's  Ratable   Portion
thereof.

      (iii)  The entries made in the Register in respect  of  the
Revolving Loans shall be conclusive and binding for all purposes,
absent manifest error.

        (c) Repayment of Revolving Loans.  (i) The Borrower shall
repay  the  outstanding principal amount of the  Revolving  Loans
(together with all accrued but unpaid interest thereon)  in  full
on  the Revolving Credit Commitment Termination Date.  Within the
limits  of  each  Bank's Available Revolving  Credit  Commitment,
prior  to  the  Revolving  Credit  Commitment  Termination  Date,
amounts  borrowed  under  Section  3.1(a)  and  repaid   may   be
reborrowed under Section 3.1(a), subject to Section 3.2(c) below.

      (ii)    The Borrower shall indemnify the Banks pursuant  to
Section 12.4(c) in the event that any repayment shall be made  on
a  day other than the last day of an Interest Period for the Loan
or Loans being prepaid.

      3.2.   Making the Revolving Loans.  (a) Each Revolving Loan
Borrowing  shall be made upon receipt of a Notice  of  Borrowing,
given by the Borrower to the Agent not later than 11:00 A.M. (New
York  City time) on the fifth Business Day prior to the  date  of
the proposed Revolving Loan Borrowing.

      (b)     The Agent shall give to each Bank prompt notice  of
its  receipt  of  a Notice of Borrowing in respect  of  Revolving
Loans  and,  upon  its  determination  thereof,  notice  of   the
applicable  interest rate under Section 5.3(b). Each Bank  shall,
before  11:00  A.M.  (New York City time)  on  the  date  of  the
proposed Revolving Loan Borrowing, make available for the account
of  its Lending Office to the Agent at its address referred to in
Section 12.2, in immediately available funds, such Bank's Ratable
Portion  of  such  proposed Revolving Loan Borrowing.  After  the
Agent's  receipt  of  such  funds and  upon  fulfillment  of  the
applicable  conditions set forth in Article VI,  the  Agent  will
make  such  funds  available  to  the  Borrower  at  the  Agent's
aforesaid address.

      (c)     Each  Revolving  Loan Borrowing  pursuant  to  this
Section  3.2  shall be in an aggregate amount of  not  less  than
$10,000,000  or  an  integral multiple of  $5,000,000  in  excess
thereof  (or such lesser amount as may be necessary to draw  down
the  full  amount of the Available Revolving Credit Commitments).
The  maximum  aggregate number of Interest Periods  that  may  be
outstanding in respect of Revolving Loans at any one time is  six
(6).   The  maximum aggregate number of Revolving Loan Borrowings
comprised  of  Loans having an Interest Period of one  (1)  month
duration  that may be made during any 12 month period (commencing
with the Agreement Date) is four (4).

     (d)    Each Notice of Borrowing pursuant to this Section 3.2
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
VI,  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 any Revolving  Loan
to  be made by such Bank as part of such proposed Revolving  Loan
Borrowing when such Revolving 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 Agent by such Bank  shall  be
conclusive and binding, absent manifest error.

      (e)     Unless the Agent shall have received notice from  a
Bank  prior to the date of any proposed Revolving Loan  Borrowing
pursuant  to  this  Section 3.2 that  such  Bank  will  not  make
available  to  the  Agent  such Bank's Ratable  Portion  of  such
Revolving Loan Borrowing, the Agent may assume that such Bank has
made  such Ratable Portion available to the Agent on the date  of
such Revolving Loan Borrowing in accordance with this Section 3.2
and  the  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 Agent and the Agent has so  made
available such amount, such Bank and the Borrower severally agree
to  repay  to  the  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 Agent, at (i)  in  the  case  of  the
Borrower,  the  interest  rate applicable  at  the  time  to  the
Revolving Loan comprising such Revolving Loan Borrowing and  (ii)
in  the  case of such Bank, the Federal Funds Rate. If such  Bank
shall  repay to the Agent such corresponding amount, such  amount
so  repaid shall constitute such Bank's Revolving Loan as part of
such  Borrowing for purposes of this Agreement. If  the  Borrower
shall  repay to the 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 Revolving Loan to
be made by it as part of any Revolving Loan Borrowing pursuant to
this  Section  3.2  shall  not relieve  any  other  Bank  of  its
obligation, if any, hereunder to make its Revolving Loan  on  the
date of such Borrowing, but no Bank shall be responsible for  the
failure  of any other Bank to make the Revolving Loan to be  made
by  such  other  Bank  on  the date of any  such  Revolving  Loan
Borrowing.

       3.3.    Termination/Reduction   of  the  Revolving  Credit
Commitments.

      (a)     Optional Reductions.  The Borrower shall  have  the
right,  upon at least fifteen Business Days' prior notice to  the
Agent,  to  terminate in whole or permanently reduce  ratably  in
part  the  unused  portions  of the respective  Revolving  Credit
Commitments  of the Banks; provided, however, that  each  partial
reduction  shall  be in the aggregate amount  of  not  less  than
$10,000,000 or an integral multiple of $2,000,000 (or such  other
lesser amount as may be necessary to reduce to zero the amount of
the  Revolving  Credit Commitments) in excess thereof;  provided,
further,  that no such termination or reduction of the  Revolving
Credit  Commitments  shall be permitted if, after  giving  effect
thereto and to any prepayments of the Loans made on the effective
date  thereof, the Outstanding Revolving Extensions of Credit  of
all the Bank's would exceed the aggregate amount of the Revolving
Credit  Commitments  or the Outstanding Revolving  Extensions  of
Credit  of  any  Bank would exceed such Bank's  Revolving  Credit
Commitment.   Once  canceled pursuant hereto,  no  such  canceled
portion of the Revolving Credit Commitments may be reinstated.

      (b)     Payment of Cancellation and Commitment  Fees.   (i)
Simultaneously with any termination, reduction or cancellation of
the Revolving Credit Commitment pursuant to this Section 3.3, the
Borrower shall pay to the Agent for the account of each Bank  the
applicable Commitment Fee, if any, on the amount of the Revolving
Credit  Commitments so terminated, reduced or cancelled and  owed
to such Bank through the date of such termination or reduction.

             (ii)  If  any such termination or reduction  of  the
     Revolving  Credit Commitments occurs during the period  from
     the  Agreement Date through the second anniversary  thereof,
     then  the  Borrower  shall also pay to  the  Agent  for  the
     account of each Bank a cancellation fee equal to 1/4 of 1%  on
     the amount of the Revolving Credit Commitments so terminated
     or reduced.

      3.4.  Extension of Revolving Credit Commitment  Termination
Date.   (a)  On or before the third anniversary of the  Agreement
Date,   the  Borrower  may  request  that  the  Revolving  Credit
Commitment  Termination Date be extended for  an  additional  one
year  period  by submitting a request in writing  to  the  Agent;
provided, however, that the Borrower may not submit in total more
than  two  (2)  such requests for an extension of  the  Revolving
Credit  Commitment  Termination Date.  The Agent  shall  promptly
inform  the  Banks  of  such  request.   Each  Bank  shall   then
determine,  in its sole discretion, whether the Revolving  Credit
Commitment Termination Date will be extended as to its  Revolving
Loans and/or Working Capital Loans, as the case may be, and  such
Bank  shall  inform the Agent of its decision within 20  days  of
being informed of the Borrower's request.  Failure by any Bank to
so inform the Agent shall be deemed to constitute non-approval by
such  Bank of the request for extension.  The Agent shall  inform
the  Borrower within three months of the time when the Borrower's
request was received whether its request for an extension of  the
Revolving  Credit Commitment Termination Date has  been  approved
and  by  which  Banks.  If all the Banks consent in writing,  the
then  applicable Revolving Loan Commitment Termination Date shall
be  extended for one year effective as of the first day that  all
of the Banks have so consented in writing.

         (b)  Extension Fee.  Upon approval of each extension  of
the  Revolving  Credit Commitment Termination Date in  accordance
with  the  terms hereof, the Borrower shall pay to the Agent  for
the  account of each Bank that has approved the extension of  the
Revolving Credit Commitment Termination Date a fee equal to  1/8%
of each such Bank's Outstanding Revolving Extensions of Credit.

         (c)   Non-Extending Banks.  If not all the Banks consent
to  such an extension pursuant to this Section 3.4 (the Banks  so
consenting in writing being the "Consenting Banks" and  any  Bank
not  so  consenting being a "Non-Consenting Bank"), the  Borrower
may  require such Non-Consenting Bank to assign, to one  or  more
Consenting  Banks  or  to  any other  assignee  which  meets  the
requirements  of  clauses (A) or (B) of Section 12.7(a),  all  of
such  Non-Consenting Bank's Revolving Credit Commitment  and,  if
applicable,  Working Capital Loan Commitment and  obligations  in
respect thereof under this Agreement by delivering to the Agent a
Notice  of Assignment and Acceptance, which shall have effect  as
provided  in  Section  12.7(c), and the  Revolving  Credit  Notes
and/or  Working  Capital Notes held by such Non-Consenting  Bank;
provided,  however, that (A) any assignee of the Commitments  and
obligations of such Non-Consenting Bank shall have consented  and
shall  have  paid  to  such  Non-Consenting  Bank  the  aggregate
principal amount of, and any interest accrued and unpaid  to  the
date  of  the  assignment on, the Note  or  Notes  of  such  Non-
Consenting Bank being assigned , (B) the Borrower shall have paid
all accrued and unpaid fees owing to such Non-Consenting Bank  in
respect  of Revolving Loans, Working Capital Loans and/or  Letter
of  Credit  Liabilities, as the case may be, under this Agreement
and the recording fee due pursuant to Section 12.7(a) and (C) the
Borrower  shall have, at its own expense, executed and  delivered
to  the  Agent new Revolving Credit Notes and/or Working  Capital
Notes  payable  to  the  order  of each  assignee  of  such  Non-
Consenting Bank, in the amount of each such assignee's  Revolving
Credit  Commitment and/or Working Capital Commitment,  and  dated
the date the assignment is effective.


                           ARTICLE IV

         AMOUNT AND TERMS OF THE WORKING CAPITAL LOANS

        4.1.   The Working Capital Loans

           (a)  Commitment to Lend.  On the terms and subject  to
the  conditions contained in this Agreement, each Working Capital
Bank  severally agrees to make a portion of the credit  otherwise
available  to the Borrower under the Revolving Credit Commitments
(and in addition to the issuance of Letters of Credit provided by
Section  4.4) to make Working Capital Loans to the Borrower  from
time  to  time  on  any Business Day during the Revolving  Credit
Availability  Period,  each such Loan being  part  of  a  Working
Capital  Loan Borrowing; provided, however, that in no event  may
Working  Capital  Loans be borrowed hereunder  if,  after  giving
effect thereto (x) the aggregate Outstanding Revolving Extensions
of  Credit  of  any  Bank at such time would exceed  such  Bank's
Revolving Credit Commitment or (y) the aggregate principal amount
of  Working  Capital  Extensions of Credit made  by  any  Working
Capital  Bank  then outstanding would exceed the Working  Capital
Loan Commitment of such Working Capital Bank.

         (b)  Evidence  of Debt.  (i) Each Working  Capital  Bank
shall  maintain in accordance with its usual practice an  account
or  accounts and shall receive from the Borrower a single Working
Capital  Note payable to the order of such Working Capital  Bank,
evidencing   the  Indebtedness  to  such  Working  Capital   Bank
resulting  from  each Working Capital Loan made by  such  Working
Capital  Bank  to the Borrower from time to time,  including  the
amounts  of  principal  and interest payable  and  paid  to  such
Working Capital Bank from time to time hereunder.

      (ii)  The Register maintained by the Working Capital  Agent
pursuant to Section 12.7(g)(ii) shall include a "Working  Capital
Loan  control  account" for each Working Capital Bank,  in  which
account shall be recorded (A) the date and amount of each Working
Capital  Loan Borrowing hereunder, (B) the amount of each Working
Capital Bank's Working Capital Loan comprising such Borrowing and
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 Working  Capital  Bank  with
respect  to each such Working Capital Loan hereunder and (D)  the
amount of any sum received by the Working Capital Agent from  the
Borrower with respect to such Working Capital Loans hereunder and
each Working Capital Bank's Ratable Portion thereof.

      (iii)  The entries made in the Register in respect  of  the
Working  Capital  Loans shall be conclusive and binding  for  all
purposes, absent manifest error.

        (c) Repayment of Working Capital Loans.  (i) The Borrower
shall  repay  the  outstanding principal amount  of  the  Working
Capital  Loans  (together with all accrued  but  unpaid  interest
thereon)  in  full on the Revolving Credit Commitment Termination
Date.   Within the limits of each Working Capital Bank's  Working
Capital  Loan  Commitment and Available Revolving  Extensions  of
Credit,  prior  to  the  Revolving Credit Commitment  Termination
Date,  amounts  borrowed under Section 4.1(a) and repaid  may  be
reborrowed under Section 4.1(a), subject to Section 4.2(c) below.

      (ii)    The  Borrower shall indemnify the  Working  Capital
Banks pursuant to Section 12.4(c) in the event that any repayment
shall  be  made on a day other than the last day of  an  Interest
Period for the Loan or Loans being prepaid.

      4.2.    Making the Working Capital Loans.  (a) Each Working
Capital Loan Borrowing shall be made upon receipt of a Notice  of
Borrowing, given by the Borrower to the Working Capital Agent not
later  than  11:00  A.M. (New York City time) on  the  (i)  third
Business  Day  prior to the date of the proposed Working  Capital
Loan Borrowing in the case of Eurodollar Working Capital Loans or
(ii)  the same Business Day of the proposed Working Capital  Loan
Borrowing  in  the  case of Alternate Base Rate  Working  Capital
Loans.

      (b)    The Working Capital Agent shall give to each Working
Capital  Bank  prompt  notice  of its  receipt  of  a  Notice  of
Borrowing in respect of Working Capital Loans, the amount thereof
requested  as  Eurodollar Working Capital Loans and as  Alternate
Base  Rate Working Capital Loans, and, in the case of a requested
Eurodollar  Working  Capital Loan and upon  the  Working  Capital
Agent's  determination thereof, notice of the applicable interest
rate  under  Section  5.3(b). Each Working  Capital  Bank  shall,
before  11:00  A.M.  (New York City time)  on  the  date  of  the
proposed Working Capital Loan Borrowing, make available  for  the
account of its Lending Office to the Working Capital Agent at its
address  referred  to  in Section 12.2, in immediately  available
funds,  such  Working  Capital Bank's  Ratable  Portion  of  such
proposed  Working  Capital  Loan  Borrowing.  After  the  Working
Capital Agent's receipt of such funds and upon fulfillment of the
applicable  conditions set-forth in Article VI,  the  Agent  will
make  such funds available to the Borrower at the Working Capital
Agent's aforesaid address.

      (c)   Each Working Capital Loan Borrowing pursuant to  this
Section 4.2 shall be in an aggregate amount of not less than  (i)
$1,000,000  or  an  integral multiple  of  $1,000,000  in  excess
thereof,  in  the case of Eurodollar Working Capital  Loans,  and
(ii)  $100,000  or  an integral multiple of  $100,000  in  excess
thereof, in the case of Alternate Base Rate Working Capital Loans
(or,  in  either case, such lesser amount as may be necessary  to
draw   down   the  full  amount  of  the  Working  Capital   Loan
Commitment).  The maximum number of Interest Periods that may  be
outstanding in respect of Eurodollar Working Capital Loans at any
one time is ten (10).

     (d)    Each Notice of Borrowing pursuant to this Section 4.2
shall  be  irrevocable and binding on the Borrower.  The Borrower
shall indemnify each Working Capital Bank against any loss,  cost
or  expense incurred by such Working Capital 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  VI,   including,   without
limitation, any loss, cost or expense incurred by reason  of  the
liquidation  or reemployment of deposits or other funds  acquired
by  such Working Capital Bank to fund any Working Capital Loan to
be  made  by  such Working Capital Bank as part of such  proposed
Working Capital Loan Borrowing when such Working Capital 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
Working  Capital  Agent  by such Working Capital  Bank  shall  be
conclusive and binding, absent manifest error.

      (e)    Unless the Working Capital Agent shall have received
notice  from  a  Working Capital Bank prior to the  date  of  any
proposed Working Capital Loan Borrowing pursuant to this  Section
4.2 that such Working Capital Bank will not make available to the
Working Capital Agent such Working Capital Bank's Ratable Portion
of such Working Capital Loan Borrowing, the Working Capital Agent
may  assume that such Working Capital Bank has made such  Ratable
Portion  available to the Working Capital Agent on  the  date  of
such  Working  Capital  Loan Borrowing in  accordance  with  this
Section  4.2 and the Working Capital 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  Working
Capital  Bank  shall  not  have  so  made  such  Ratable  Portion
available  to  the Working Capital Agent and the Working  Capital
Agent  has  so  made available such amount, such Working  Capital
Bank  and  the Borrower severally agree to repay to  the  Working
Capital  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 Working Capital Agent, at (i) in the case
of  the Borrower, the interest rate applicable at the time to the
Working  Capital  Loan  comprising  such  Working  Capital   Loan
Borrowing and (ii) in the case of such Working Capital Bank,  the
Federal  Funds Rate. If such Working Capital Bank shall repay  to
the  Working Capital Agent such corresponding amount, such amount
so  repaid  shall constitute such Working Capital Bank's  Working
Capital  Loan  as  part of such Borrowing for  purposes  of  this
Agreement.  If  the Borrower shall repay to the  Working  Capital
Agent  such corresponding amount, such payment shall not  relieve
such  Working Capital Bank of any obligation it may have  to  the
Borrower hereunder.

      (f)    The failure of any Working Capital Bank to make  the
Working  Capital  Loan to be made by it as part  of  any  Working
Capital  Loan  Borrowing pursuant to this Section 4.2  shall  not
relieve any other Working Capital Bank of its obligation, if any,
hereunder  to make its Working Capital Loan on the date  of  such
Borrowing,  but no Working Capital Bank shall be responsible  for
the failure of any other Working Capital Bank to make the Working
Capital Loan to be made by such other Working Capital Bank on the
date of any such Working Capital Loan Borrowing.

      4.3.    Termination/Reduction of the Working  Capital  Loan
Commitments.  The Borrower shall have the right,  upon  at  least
thirty  days'  prior  notice  to the Working  Capital  Agent,  to
terminate  in  whole or permanently reduce ratably  in  part  the
unused   portions   of  the  respective  Working   Capital   Loan
Commitments of the Working Capital Banks; provided, however, that
(i)  each  partial reduction shall be in the aggregate amount  of
not  less  than $5,000,000 or an integral multiple of  $1,000,000
(or  such  other lesser amount as may be necessary to  reduce  to
zero  the  amount  of  the Working Capital Loan  Commitments)  in
excess  thereof; (ii) the reduction or termination of the Working
Capital  Loan Commitment pursuant hereto shall have no effect  on
the Revolving Credit Commitments of the Working Capital Banks  or
on  the obligation of the Working Capital Banks to make Revolving
Loans;  and (iii) no such termination or reduction of the Working
Capital  Loan  Commitments shall be permitted  if,  after  giving
effect  thereto and to any prepayments of the Loans made  on  the
effective  date thereof, (x) the aggregate Outstanding  Revolving
Extensions  of  Credit  of  any Bank  would  exceed  such  Bank's
Revolving Credit Commitment or (y) the Working Capital Extensions
of  Credit  of  any  Working Capital Bank then outstanding  would
exceed   such   Working  Capital  Bank's  Working  Capital   Loan
Commitment.

       4.4.   Letters  of  Credit.   Subject  to  the  terms  and
conditions of this Agreement, the Revolving Credit Commitments of
the  Working Capital Banks may be utilized, upon the  request  of
the Borrower, in addition to the Revolving Loans provided for  by
Section 3.1 and the Working Capital Loans provided for by Section
4.1  hereof,  by the issuance by an Issuing Bank  of  Letters  of
Credit (collectively, the "Letters of Credit") for the account of
the  Borrower or any of the Principal Subsidiaries (as  specified
by  the  Borrower),  provided that in  no  event  shall  (i)  the
aggregate  amount  of  the Working Capital Extensions  of  Credit
exceed   the  aggregate  amount  of  the  Working  Capital   Loan
Commitments  as in effect from time to time, (ii)  the  principal
amount  of any Letter of Credit to be issued exceed the aggregate
amount  of  the  Available  Revolving Credit  Commitment  of  all
Working  Capital Banks immediately prior to the issuance of  such
Letter of Credit, (iii) any Letter of Credit be issued if,  after
giving   effect  thereto,  the  aggregate  Outstanding  Revolving
Extensions  of Credit of any Working Capital Bank  at  such  time
would   exceed  such  Working  Capital  Bank's  Revolving  Credit
Commitment, (iv) the outstanding aggregate amount of  all  Letter
of  Credit  Liabilities exceed $15,000,000 or (v) the  expiration
date  of  any Letter of Credit extend beyond the earlier  of  six
months after the Revolving Credit Commitment Termination Date and
the  date  12  months following the issuance of  such  Letter  of
Credit  (provided that if the expiration date of  any  Letter  of
Credit extends beyond the Revolving Credit Commitment Termination
Date,  the  Borrower shall provide to the Working  Capital  Agent
cash  collateral as security for the Letter of Credit Liabilities
in  an  amount  of  at  least  equal  to  the  Letter  of  Credit
Liabilities   under  such  Letter  of  Credit).   The   following
additional provisions shall apply to Letters of Credit:

           (a)  The Borrower shall give the Working Capital Agent
at least three Business Days' irrevocable prior notice (effective
upon  receipt)  specifying the Business Day (which  shall  be  no
later  than  30  days preceding the Revolving  Credit  Commitment
Termination  Date)  each Letter of Credit is to  be  issued,  the
Issuing  Bank in respect thereof and the account party or parties
therefor  describing in reasonable detail the proposed  terms  of
such Letter of Credit (including the beneficiary thereof) and the
nature  of  the  transactions  or  obligations  proposed  to   be
supported thereby (including whether such Letter of Credit is  to
be  a commercial Letter of Credit or a standby Letter of Credit).
Upon  receipt of any such notice, the Working Capital Agent shall
advise the Issuing Bank of the contents thereof.

           (b)  On each day during the period commencing with the
issuance  by the Issuing Bank of any Letter of Credit  and  until
such Letter of Credit shall have expired or been terminated,  the
Working  Capital  Loan  Commitment of each Working  Capital  Bank
shall be deemed to be utilized for all purposes of this Agreement
in an amount equal to such Working Capital Bank's Ratable Portion
of  the then undrawn face amount of such Letter of Credit.   Each
Working  Capital Bank (other than the Issuing Bank) agrees  that,
upon  the  issuance of any Letter of Credit hereunder,  it  shall
automatically  acquire  a participation  in  the  Issuing  Bank's
liability under such Letter of Credit in an amount equal to  such
Working  Capital  Bank's Ratable Portion of such  liability,  and
each  Working Capital Bank (other than the Issuing Bank)  thereby
shall  absolutely,  unconditionally and  irrevocably  assume,  as
primary  obligor  and not as surety and shall be  unconditionally
obligated to the Issuing Bank to pay and discharge when due,  its
Ratable Portion of the Issuing Bank's liability under such Letter
of Credit.

          (c)  Upon receipt from the beneficiary of any Letter of
Credit of any demand for payment under such Letter of Credit, the
Issuing  Bank  shall  promptly notify the Borrower  (through  the
Working  Capital Agent) of the amount to be paid by  the  Issuing
Bank as a result of such demand and the date on which payment  is
to  be made by the Issuing Bank to such beneficiary in respect of
such  demand.  Notwithstanding the identity of the account  party
of  any  Letter  of  Credit, the Borrower hereby  unconditionally
agrees,  as primary obligor and not merely as surety, to pay  and
reimburse  the  Working  Capital Agent for  the  account  of  the
Issuing Bank for the amount of each demand for payment under such
Letter  of  Credit  that is in substantial  compliance  with  the
provisions  of such Letter of Credit at or prior to the  date  on
which  payment  is  to  be  made  by  the  Issuing  Bank  to  the
beneficiary thereunder, without presentment, demand,  protest  or
other formalities of any kind.

          (d)  Forthwith upon its receipt of a notice referred to
in  paragraph (c) of this Section, the Borrower shall advise  the
Working  Capital  Agent whether or not the  Borrower  intends  to
borrow  hereunder  to  finance its obligation  to  reimburse  the
Issuing  Bank  for the amount of the related demand  for  payment
and, if it does, submit a Notice of Borrowing as provided herein.

           (e)  Each Working Capital Bank (other than the Issuing
Bank)  shall pay to the Working Capital Agent of the account  for
the  Issuing Bank in Dollars and in immediately available  funds,
the  amount of such Working Capital Bank's Ratable Portion of any
payment under a Letter of Credit upon notice by the Issuing  Bank
(through the Working Capital Agent) to such Working Capital  Bank
requesting  such payment and specifying such amount.   Each  such
Working  Capital Bank's obligation to make such  payment  to  the
Working Capital Agent for account of the Issuing Bank under  this
paragraph (e), and the Issuing Bank's right to receive the  same,
shall be absolute and unconditional and shall not be affected  by
any  circumstance whatsoever, including, without limitation,  the
failure  of  any other Working Capital Bank to make  its  payment
under this paragraph (e), the financial condition of the Borrower
(or any other account party), the existence of any Default or the
termination of the Working Capital Loan Commitments.   Each  such
payment  to  the Issuing Bank shall be made without  any  offset,
abatement,  withholding or reduction whatsoever.  If any  Working
Capital  Bank  shall default in its obligation to make  any  such
payment to the Working Capital Agent or the Issuing Bank, for  so
long as such default shall continue the Working Capital Agent may
at  the  request of the Issuing Bank withhold from  any  payments
received by the Working Capital Agent under this Agreement or any
Note  for the account of such Working Capital Bank the amount  so
in  default and, to the extent so withheld, pay the same  to  the
Issuing Bank in satisfaction of such defaulted obligation.

           (f)   Upon  the making of each payment  by  a  Working
Capital Bank to the Issuing Bank pursuant to paragraph (e)  above
in  respect  of any Letter of Credit, such Working  Capital  Bank
shall,  automatically and without any further action on the  part
of  the  Working Capital Agent, the Issuing Bank or such  Working
Capital  Bank, acquire (i) a participation in an amount equal  to
such payment in the Reimbursement Obligation owing to the Issuing
Bank  by  the Borrower hereunder and under the Letter  of  Credit
Documents  relating  to  such  Letter  of  Credit  and   (ii)   a
participation  equal  to  such  Bank's  Ratable  Portion  in  any
interest  or other amounts payable by the Borrower hereunder  and
under  such  Letter  of  Credit  Documents  in  respect  of  such
Reimbursement  Obligation (other than the  commissions,  charges,
costs  and  expenses  payable to the  Issuing  Bank  pursuant  to
paragraph (g) of this Section).  Upon receipt by the Issuing Bank
from or for the account of the Borrower of any payment in respect
of  any  Reimbursement Obligation or any such interest  or  other
amount (including by way of setoff or application of proceeds  of
any collateral security), the Issuing Bank shall promptly pay  to
the Working Capital Agent for the account of each Working Capital
Bank entitled thereto such Working Capital Bank's Ratable Portion
of such payment, each such payment by the Issuing Bank to be made
in  the  same  money and funds in which received by  the  Issuing
Bank.  In the event any payment received by the Issuing Bank  and
so  paid  to the Working Capital Banks hereunder is rescinded  or
must  otherwise  be  returned by the Issuing Bank,  each  Working
Capital Bank shall, upon the request of the Issuing Bank (through
the  Working  Capital Agent), repay to the Issuing Bank  (through
the  Working  Capital Agent) the amount of such payment  paid  to
such Working Capital Bank, with interest at the rate specified in
paragraph (j) of this Section.

           (g)   The  Borrower shall pay to the  Working  Capital
Agent  for  account  of  each Working Capital  Bank  (ratably  in
accordance with their respective Ratable Portions of the  Working
Capital  Loan Commitments) a Letter of Credit fee in  respect  of
each  Letter of Credit in an amount equal to a percentage  (which
shall  be equal to the Applicable Margin in effect at that  time)
of the daily average undrawn face amount of such Letter of Credit
for  the  period from and including the date of issuance of  such
Letter  of  Credit (x) in the case of the Letter of  Credit  that
expires  in  accordance  with its terms, to  and  including  such
expiration date and (y) in the case of a Letter of Credit that is
drawn in full or is otherwise terminated other than on the stated
expiration  date of such Letter of Credit, to but  excluding  the
date  such  Letter  of Credit is drawn in full or  is  terminated
(such  fee  to  be non-refundable, to be paid in arrears  on  the
first  Business Day of each calendar quarter and on the Revolving
Credit  Commitment Termination Date and to be calculated for  any
day after giving effect to any payments made under such Letter of
Credit on such day).  In addition, the Borrower shall pay to  the
Working  Capital Agent for account of the Issuing Bank a fronting
fee  in respect of each Letter of Credit in an amount equal to  1/4 
of  1% per annum of the daily average undrawn face amount of such
Letter  of Credit for the period from and including the  date  of
issuance of such Letter of Credit (i) in the case of a Letter  of
Credit  that  expires  in  accordance  with  its  terms,  to  and
including such expiration date and (ii) in the case of  a  Letter
of  Credit that is drawn in full or is otherwise terminated other
than  on the stated expiration date of such Letter of Credit,  to
but excluding the date such Letter of Credit is drawn in full  or
is  terminated  (such fee to be non-refundable,  to  be  paid  in
arrears on the first Business Day of each calendar quarter and on
the  Revolving  Credit  Commitment Termination  Date  and  to  be
calculated  for any day after giving effect to any payments  made
under  such  Letter of Credit on such day) plus all  commissions,
charges, costs and expenses in the amounts customarily charged by
the  Issuing  Bank  from time to time in like circumstances  with
respect to the issuance of each Letter of Credit and drawings and
other transactions.

           (h)   Promptly  following the  end  of  each  calendar
quarter,  the  Issuing  Bank shall deliver (through  the  Working
Capital  Agent) to each Working Capital Bank and the  Borrower  a
notice  describing the aggregate amount of all Letters of  Credit
outstanding at the end of such quarter.  Upon the request of  any
Working  Capital Bank from time to time, the Issuing  Bank  shall
deliver  any  other  information  reasonably  requested  by  such
Working  Capital Bank with respect to each Letter of Credit  then
outstanding.

          (i)  The issuance by the Issuing Bank of each Letter of
Credit  shall, in addition to the conditions precedent set  forth
herein,  be  subject to the conditions precedent  that  (i)  such
Letter  of  Credit shall be in such form, contain such terms  and
support such transactions as shall be satisfactory to the Issuing
Bank  consistent with its then current practices  and  procedures
with  respect to the Letters of Credit of the same type and  (ii)
the Borrower shall have executed and delivered such applications,
agreements  and  other instruments relating  to  such  Letter  of
Credit  as  the  Issuing  Bank shall  have  reasonably  requested
consistent  with  its then current practices and procedures  with
respect  to Letters of Credit of the same type, provided that  in
the  event of any conflict between any such application agreement
or  other  instrument and the provisions of this  Agreement,  the
provisions of this Agreement shall control.

           (j)  To the extent that any Working Capital Bank shall
fail  to pay any amount required to be paid pursuant to paragraph
(e) or (f) of this Section on the due date therefor, such Working
Capital Bank shall pay interest to the Issuing Bank (through  the
Working Capital Agent) on such amount from and including such due
date to but excluding the date such payment is made at a rate per
annum equal to the Federal Funds Rate.

            (k)   The  issuance  by  the  Issuing  Bank  of   any
modification  or  supplement to any Letter  of  Credit  hereunder
shall  be  subject to the same conditions applicable  under  this
Section  to  the issuance of new Letters of Credit, and  no  such
modification  or  supplement  shall be  issued  hereunder  unless
either (i) the respective Letter of Credit affected thereby would
have  complied with such conditions had it originally been issued
hereunder  in  such modified or supplemented form  or  (ii)  each
Working Capital Bank shall have consented thereto.

The  Borrower hereby indemnifies and holds harmless  the  Issuing
Bank,  each  Working Capital Bank and the Working  Capital  Agent
from  and  against  any  and  all  claims  and  damages,  losses,
liabilities, costs or expenses that such Working Capital Bank  or
the  Working  Capital  Agent may incur (or that  may  be  claimed
against such Working Capital Bank or the Working Capital Agent by
any  Person  whatsoever) by reason of or in connection  with  the
execution and deliver or transfer of or payment or refusal to pay
by the Issuing Bank under any Letter of Credit.

      4.5.   Obligations  Absolute.  The  Borrower's  obligations
under  Section 4.4 shall be absolute and unconditional under  any
and   all   circumstances  and  irrespective  of   any   set-off,
counterclaim or defense to payment which the Borrower may have or
have  had  against  the Issuing Lender or any beneficiary  of   a
Letter  of  Credit.  The Borrower also agrees  with  the  Issuing
Lender that the Issuing Lender shall not be responsible for,  and
the  Borrower's Reimbursement Obligations under Section 4.4 shall
not  be  affected  by,  among  other  things,  the  validity   or
genuineness  of  documents or of any endorsements  thereon,  even
though  such  documents  shall  in  fact  prove  to  be  invalid,
fraudulent  or  forged,  or  any dispute  between  or  among  the
Borrower  and any beneficiary of any Letter Credit or  any  other
party  to which such Letter of Credit may be transferred  or  any
claims whatsoever of the Borrower against any beneficiary of such
Letter  of  Credit  or any such transferee.  The  Issuing  Lender
shall  not  be  liable for any error, omission,  interruption  or
delay  in  transmission, dispatch or delivery of any  message  or
advice,  however transmitted, in connection with  any  Letter  of
Credit issued by it, except for errors or omissions caused by the
Issuing  Lender's  gross negligence or willful  misconduct.   The
Borrower  agrees that any action taken or omitted by the  Issuing
Lender under or in connection with any Letter of Credit issued by
the Issuing Lender or the relate drafts or documents, if done  in
the  absence  of  gross negligence or willful misconduct  and  in
accordance  with the standards of care specified in  the  Uniform
Commercial Code of the State of New York, shall be binding on the
Borrower  and  shall not result in any liability of  the  Issuing
Lender to the Borrower.


                           ARTICLE V

                      INTEREST, FEES, ETC.

      5.1.    Interest  Period  Election.   (a)  Subject  to  the
adjustment  of  any  Interest  Periods  in  connection   with   a
Consolidation, the applicable Interest Period for all Term  Loans
shall  at  all  times be six months. With respect  to  any  other
Eurodollar  Loans,  after the election  of  an  initial  Interest
Period  pursuant  to  a Notice of Borrowing, the  Borrower  shall
elect  the  Interest  Period  that  shall  apply  to  each   such
Eurodollar Loan after the end of the then current Interest Period
with respect to such Loan; provided that all Loans related to the
same  Borrowing shall have the same Interest Period.   Each  such
election  shall be in substantially the form of Exhibit I  hereto
(a  "Notice of Interest Period") and shall be made by giving  (x)
in  the case of Revolving Loans, the Agent and (y) in the case of
Eurodollar Working Capital Loans, the Working Capital  Agent,  at
least  five  (5)  Business  Days' prior  written  notice  thereof
specifying the Interest Period being elected.  The Agent  or  the
Working Capital Agent, as the case may be, shall promptly  notify
each  Bank  or Working Capital Bank, as the case may be,  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 5.1, the Agent or the Working Capital Agent, as  the
case  may  be, does not receive a Notice of Interest Period  from
the  Borrower,  or a Default shall then exist and be  continuing,
then the Agent or the Working Capital Agent, as the case may  be,
shall inform the Banks or the Working Capital Banks, as the  case
may  be,  of  the same and, upon the expiration of  the  Interest
Period  therefor, the Interest Period applicable  to  such  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 Agent or the Working Capital Agent, as the  case
may  be,  may determine, in the event a 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.

      (b)   Notwithstanding  anything else herein  contained,  if
requested  by the Borrower in its Notice of Borrowing or  in  its
Notice  of  Interest  Period, the Banks or  the  Working  Capital
Banks,  as  the case may be, may, in their sole discretion,  make
Revolving  Loans  or  Eurodollar Working Capital  Loans  with  an
applicable  Interest Period of 12 months; provided that  no  such
request  shall be granted unless all of the Banks or the  Working
Capital Banks, as the case may be, so agree.

      5.2.    Interest Rate.  (a) The Borrower shall pay interest
on  the unpaid principal amount of each Loan from the date of the
making  thereof until the principal amount thereof shall be  paid
in  full at a rate per annum equal at all times to (i) in respect
of  Eurodollar  Loans, and during the applicable Interest  Period
for  each  such  Loan, the sum of the Eurodollar  Rate  for  such
Interest Period plus the Applicable Margin (subject to clause (b)
below),  payable in arrears (A) on the last day of such  Interest
Period or (B) in the case of an Interest Period having a duration
of  12 months, (x) on the day that is 6 months after the day such
Borrowing is made and (y) on the last day of such Interest Period
and (ii) in respect of Alternate Base Rate Working Capital Loans,
the  Alternate Base Rate as in effect from time to time plus  the
Applicable Margin (subject to clause (b) below) payable quarterly
in  arrears  on the first Business Day of each October,  January,
April and July.

     (b)    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 (i) the Eurodollar Rate or Alternate  Base
Rate,  as the case may be, applicable to such Loan (as determined
in  accordance  with  this Agreement) plus  (ii)  the  Applicable
Margin  plus (iii) 1% per annum, payable on demand,  and  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  in  the  case of any interest, fee  or  other  amount
payable  in  respect of (A) Eurodollar Loans, to  the  Eurodollar
Rate in effect at such time, for a period and for a Dollar amount
determined by the Agent or the Working Capital Agent, as the case
may  be,  plus 2% per annum, payable on demand, and (B) Alternate
Base  Rate  Working  Capital Loans, the Alternate  Base  Rate  in
effect at such time plus 2% per annum, payable on demand.

      5.3.    Interest Rate Determination and Protection. (a)  If
the  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  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 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) 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  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 Borrower shall
have  the  right  to  prepay any such Loans (without  premium  or
penalty)  and  with respect to any such Loans  that  are  not  so
prepaid, the Agent shall (after consultation with the 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 and the cost to each of
the  Banks of funding their Ratable Portion of the Loans.  In the
event that the condition referred to in this Section 5.3(a) 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.

      (b)     The  Agent shall give prompt notice to the Borrower
and  the Banks of the applicable interest rate determined by  the
Agent for purposes of Section 5.2(a) or (b).

      (c)     If  the  Majority Banks notify the 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  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  Loans hereunder from the Banks shall be suspended during the
continuation  of  such circumstances.  In any event,  during  the
thirty  (30)  days  following  the giving  of  such  notice,  the
Borrower,  the 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 Loans during  such
Interest  Period.   If  within such thirty  (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  Agent  and  the Banks fail to agree on such  an  alternative
interest  rate or (as the case may be) alternative  basis  within
such thirty (30) day period and such circumstances are continuing
at  the end of such thirty (30) day period, then the Agent,  with
the  agreement  of  each Bank shall set an  interest  period  and
interest  rate representing the cost of funding of the  Banks  in
Dollars  of  their  Ratable  Portion  of  such  Loans  plus   the
Applicable Margin.  If the circumstance shall continue at the end
of  such  interest period, the procedure in this  Section  5.3(c)
shall  be  repeated.  If the Borrower shall not agree  with  such
rate  then  the  Borrower  may give not less  than  fifteen  (15)
Business Days' irrevocable notice of prepayment to the Agent,  in
which case the aggregate Commitments of the Banks shall thereupon
be canceled and, if the Loans are outstanding, the Borrower shall
prepay  (without premium or penalty) Loans on the first  Business
Day  after such period together with accrued interest thereon  at
the applicable rate plus the Applicable Margin.

     5.4.   Prepayments.  (a)  Optional Prepayments.

         (i) Eurodollar Loans.  Subject to the provisions of this
Section 5.4, the Borrower may prepay Eurodollar Loans on the last
day  of any Interest Period with respect to such Loans (or,  with
respect  to a Loan as to which the applicable Interest Period  is
12  months,  on  any  day  on which an interest  payment  is  due
pursuant to Section 5.2(a); provided that if such day is not  the
last  day  of  the Interest Period in respect of such  Loan,  the
Borrower  shall continue to be liable for any costs  or  expenses
pursuant to Section 12.4(c)) as follows:

                (A)   Subject  to clause (B) below, the  Borrower
     may,  upon at least (1) fifteen Business Days' prior  notice
     to  the Agent, in the case of a prepayment of Term Loans  or
     Revolving  Loans, and (2) three Business Days' prior  notice
     to the Working Capital Agent, in the case of a prepayment of
     Eurodollar Working Capital Loans, in each case (which  shall
     be  irrevocable)  stating the proposed  date  and  aggregate
     principal  amount of the prepayment, prepay without  premium
     or  penalty  the outstanding principal amount  of  any  Term
     Loans or Revolving Loans, in whole or in part, together with
     accrued  interest  to  the date of such  prepayment  on  the
     principal amount prepaid.

                (B)   The  Borrower  may,  upon  at  least  three
     Business  Days'  prior notice to the Working  Capital  Agent
     (which  shall be irrevocable) stating the proposed date  and
     aggregate principal amount of the prepayment, prepay without
     premium or penalty the outstanding principal amount  of  any
     Eurodollar  Working  Capital Loans  in  whole  or  in  part,
     together  with  accrued  interest  to  the  date   of   such
     prepayment on the principal amount prepaid.

                 (C)   Notwithstanding  the  foregoing,  if   any
     principal amount of any Term Loan is prepaid by the Borrower
     during the period from the Agreement Date through the second
     anniversary thereof, then such prepayment of the Term  Loans
     made during such period shall be subject to a fee of 1/4  of
     1% on the amount being prepaid.

                (D) Term Loans prepaid pursuant to this Agreement
     may not be reborrowed.

         (ii)    Allocation of Prepayments.  Prepayments  of  any
type  of Loan made at the Borrower's option may be allocated  (A)
towards  payment of the next payment due, (B) pro-rata among  all
remaining maturities or (C) towards the final payment due, in any
case with respect to such Loans at the option of the Borrower.

      (b)   Mandatory Prepayment.  The Borrower shall prepay Term
Loans,  Revolving Loans, Working Capital Loans and/or  Letter  of
Credit  Liabilities to the extent necessary to  ensure  that  the
aggregate principal amount of all (i) Term Loans outstanding will
not at any time exceed the aggregate of the Term Loan Commitments
of  the  Banks, (ii) Revolving Loans, Working Capital  Loans  and
Letter  of  Credit Liabilities outstanding will not at  any  time
exceed  the Revolving Credit Commitments of the Banks  and  (iii)
Working   Capital   Loans  and  Letter  of   Credit   Liabilities
outstanding will not at any time exceed the Working Capital  Loan
Commitments  of  the Working Capital Banks.  Partial  prepayments
pursuant to this subsection (b) shall be applied pro rata to  all
Term  Loans, Revolving Loans, Working Capital Loans or Letter  of
Credit Liabilities, as the case may be, then outstanding.

       (c)     Indemnification  of  Banks.   The  Borrower  shall
indemnify the Banks pursuant to Section 12.4(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.   In
addition to any amounts due by the Borrower to the Banks pursuant
to  Section  12.4(c), the Borrower shall pay to the Agent  and/or
the Working Capital Agent, as the case may be, for the account of
the  Banks or the Working Capital Banks, as the case may  be,  an
additional fee of 1/4% per annum on the amount so prepaid for the
remainder of the Interest Period.

      (d)     Amount  and  Allocation of  Prepayment.   (i)  Each
partial  prepayment of Term Loans and Revolving  Loans  permitted
under  this  Section 5.4 shall be in an aggregate amount  of  not
less  than  $10,000,000 or integral multiples  of  $5,000,000  in
excess  thereof.  (ii) Each partial prepayment of Working Capital
Loans  permitted under this Section 5.4 shall be in an  aggregate
amount  of  not  less than $5,000,0000 or integral  multiples  of
$1,000,000 in excess thereof.

       5.5.     Fees.   (a)  Commitment  Fees.   (i)  Term   Loan
Commitment.   The  Borrower will pay on the Term Loan  Commitment
Termination  Date to the Agent for the account of  each  Bank  in
arrears  a  fee accruing from the Agreement Date until  the  Term
Loan  Commitment Termination Date, on such Bank's aggregate daily
unused  and  uncancelled Term Loan Commitment as in  effect  from
time to time at the rate of 1/8% per annum.

           (ii)  Revolving Credit Commitment.  The Borrower  will
pay  to  the  Agent  for the account of each  Bank  quarterly  in
arrears  a  fee  accruing  from  the  Agreement  Date  until  the
Revolving  Credit  Commitment Termination  Date  on  such  Bank's
aggregate   daily   unused  and  uncancelled   Revolving   Credit
Commitment, as in effect from time to time, at the rate of 50% of
the  Applicable Margin for each such quarter (such rate to be re-
determined  on  the  occasion of each change  in  the  Applicable
Margin).

      (b)        Arrangement Fee.  The Borrower will pay  to  the
Arranger  a  fee (the "Arrangement Fee"), in an amount separately
agreed.  Such fee shall be payable with five (5) Business Days of
the Agreement Date.

     (c)       Agency Fee.  The Borrower will pay to the Agent an
annual  fee  (the  "Agency Fee") in an amount separately  agreed.
Such  fee  shall be paid (i) within seven days of  the  Agreement
Date,  (ii)  each  year  thereafter on  the  anniversary  of  the
Agreement Date, and (iii) on termination of this Agreement in  an
amount equal to the accrued and unpaid portion of such fee.

     (d)       Working Capital Agency Fee.  The Borrower will pay
to  the Working Capital Agent, for its own account, an annual fee
(the  "Working Capital Agency Fee") in accordance with a separate
undertaking  between the Working Capital Agent and the  Borrower.
such  fee  shall be paid (i) within seven days of  the  Agreement
Date,  (ii)  each  year  thereafter on  the  anniversary  of  the
Agreement Date, and (iii) on termination of this Agreement in  an
amount equal to the accrued and unpaid portion of such fee.

      5.6.       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 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  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 Agent pursuant  to  the
provisions of this Section 5.6(a) shall be conclusive and binding
for all purposes, absent manifest error.

      (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 Loan during which such Bank  was  so
required  to maintain such reserves, deliver to the Borrower  and
the  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 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  5.6(b), and (ii) the Borrower shall promptly  upon
receipt  of any such notice, pay to the Agent for the account  of
such Bank, additional interest on the unpaid principal amount  of
each  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 Agent pursuant  to
the  provisions  of this Section 5.6(b) shall be  conclusive  and
binding for all purposes, absent manifest error.

      (c)        The payments required under Sections 5.6(a)  and
(b)  are  in  addition  to  any other  payments  and  indemnities
required under this Agreement.

      5.7.       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 Agent, (i)  the
obligation  of  such Bank to make Loans shall be suspended  until
such  Bank through the 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 5.7.

     5.8.      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 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 Agent  a  notice  stating  the
reduction  in  the rate of return such Bank will  in  the  future
suffer  as a result of its 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 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  5.8
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 5.8 are in addition  to  any  other
payments and indemnities required hereunder.

     5.9.      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 (i)
in  respect of Term Loans, Revolving Loans and Letter  of  Credit
Liabilities, the Agent at its address referred to in Section 12.2
and (ii) in respect of Working Capital Loans, the Working Capital
Agent,  at its address referred to in Section 12.2, in each  case
in  immediately available funds without set-off or  counterclaim.
The  Agent or the Working Capital Agent, as the case may be, 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 5.6, 5.7 or 5.8) to  the
Banks  or  Working Capital Banks, as the case  may  be,  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 Agent or Working Capital Agent,  as  the
case  may  be,  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 5.9(b)(ii)  and
(iii), payments due to the Agent, the Working Capital Agent,  the
Documentation  Agent, the Arranger 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 set-off, 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 Agent or Working Capital
     Agent,  as  the  case may be, an official receipt  or  other
     documentation  satisfactory to the Agent or Working  Capital
     Agent, as the case  may be, evidencing such payment to  such
     authority; and

         (C)    pay to the Agent or Working Capital Agent, as the
     case may be, for the account of the Banks or Working Capital
     Banks, as the case may be, 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, the Agent  and  the
Working Capital Agent for the full amount of Taxes or Other Taxes
paid  by  such Bank, the Agent or Working Capital 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, the Agent or the Working Capital 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
Agent  or  the  Working Capital Agent, for  the  account  of  the
respective  Banks,  the  required  receipts  or  other   required
documentary evidence, the Borrower shall indemnify the Agent, the
Working Capital Agent and the Banks for any incremental Taxes  or
Other  Taxes,  penalties, interest or expenses  that  may  become
payable by the Agent, the Working Capital 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  Agent,  the Working Capital Agent or any Bank  or  franchise
Taxes  imposed  on the Agent, the Working Capital  Agent  or  any
Bank,  but  in  each  case  only to the  extent  imposed  by  the
jurisdiction  under  the  laws of which the  Agent,  the  Working
Capital Agent or such Bank is organized or doing business  (other
than  as  a result of the transactions contemplated by  the  Loan
Documents  or  the Agent's, the Working Capital  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 Agent's, the  Working  Capital
Agent's  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 5.9(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  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 5.9(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 5.9(b) shall include an amount necessary
to hold the Agent, the Working Capital 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 12.7, on or before the date
that  the  Agent  records  the  Notice  of  the  Assignment   and
Acceptance  by which it becomes a Bank), deliver to the  Borrower
and  the 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  Agent an IRS Form 1001 or 4224 under the preceding  sentence
further  undertakes to deliver to the 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  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 (including, 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 of the Commitment Fee.  All computations of
the  Commitment Fee and all computations of interest based on the
Eurodollar Rate shall be made by the Agent or the Working Capital
Agent  (as  the case may be) on the basis of a year of 360  days,
and all computations of other fees shall be made by the Agent  or
the Working Capital Agent (as the case may be) 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.  All computations of the  Commitment  Fee  in
respect of any type of Loan shall be based on the aggregate daily
unused  Term  Loan Commitment or Revolving Credit Commitment  (as
the  case may be) of each Bank.  Each determination by the  Agent
or Working Capital Agent (as the case may be) 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 of Non-Payment; Presumption of Payment.  Unless
the  Agent  or Working Capital Agent (as the case may  be)  shall
have received notice from the Borrower prior to the date on which
any  payment  is  due to the Banks or the Working  Capital  Banks
hereunder that the Borrower will not make such payment  in  full,
the  Agent  or  Working Capital Agent (as the case  may  be)  may
assume  that  the Borrower has made such payment in full  to  the
Agent or Working Capital Agent (as the case may be) on such  date
and  the Agent or Working Capital Agent (as the case may be) may,
in reliance upon such assumption, cause to be distributed to each
Bank  or  Working Capital Bank (as the case may be) 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 Agent or Working Capital Agent (as the case  may
be), each Bank or Working Capital Bank (as the case may be) shall
repay to the Agent or Working Capital Agent (as the case may  be)
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 Agent or Working Capital Agent (as the  case  may
be), at the Federal Funds Rate.

     5.10.     Sharing of Payments, Etc. If any Bank shall obtain
any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Loans of
a  certain  type  (i.e. Term Loans, Revolving  Loans  or  Working
Capital  Loans) made by it (other than pursuant to  Section  5.6,
5.7, 5.8 or 5.9) 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 5.10 may, to the  fullest  extent
permitted  by law, exercise all its rights of payment  (including
the right of set-off) with respect to such participation as fully
as  if such Bank were the direct creditor of the Borrower in  the
amount of such participation.

                           ARTICLE VI

                     CONDITIONS OF LENDING

     6.1. Conditions Precedent to the Making of the Initial Loans
and/or  Initial Issuance of Letters of Credit. The making of  the
initial  Loans  hereunder  is  subject  to  satisfaction  of  the
conditions precedent that:

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

           (i)   Certified copies of (A) the resolutions  of  the
     Board  of  Directors of each Loan Party approving each  Loan
     Document  to  which  it is a party, and  (B)  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 By-Laws  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 (A) Kirkland  &  Ellis,
     special   New   York  counsel  to  the  Loan   Parties,   in
     substantially  the  form of Exhibit J-1 hereto,  (B)  Robert
     Wrobel,  Vice President and Chief Legal Officer to the  Loan
     Parties,  in  substantially the form of Exhibit J-2  hereto,
     (C)  Watson, Farley & Williams, special New York counsel  to
     the  Agent, in substantially the form of Exhibit J-3 hereto,
     (D)  Wikborg & Rein, special Norwegian counsel to the Agent,
     in  substantially  the  form  of  Exhibit  J-4  hereto,  (E)
     Gorrissen & Federspiel, special Danish counsel to the Agent,
     in substantially the form of Exhibit J-5 hereto, (F) Bird  &
     Bird,   special   English  counsel  to   the   Borrower   in
     substantially  the form of Exhibit J-7, and (G)  McCarter  &
     English,  special  New Jersey counsel to  the  Borrower,  in
     substantially the form of Exhibit J-6.

           (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 duly executed Pledge Agreement in respect of
     each  Pledge Subsidiary (other than Dumex - Alpharma  A/S  a
     Danish company), each of which shall be substantially in the
     form  of  the  pertinent exhibit attached  hereto  and  duly
     executed by the Shareholders of each such Pledge Subsidiary.

          (ix)   The  Intercreditor Agreement, duly executed  and
     delivered  by  the  Other  Banks and  the  Credit  Agreement
     Parties (as defined in the Intercreditor Agreement) and  all
     parties thereto.

          (b)  On the date of such Loans, all Indebtedness (other
     than Permitted Indebtedness) of the Parent Guarantor and its
     Subsidiaries  (including the Borrower) shall have  been  (or
     shall   simultaneously  be)  repaid  and   all   commitments
     thereunder  canceled  (including,  without  limitation,  all
     Indebtedness  under the Summit Bank Facility, the  Vanomycin
     Facility and the Prior UBN Facility).

      6.2.       Conditions Precedent to the Making of Each  Loan
and  Issuance of Each Letter of Credit.  The obligation  of  each
Bank  to make any Loan, including the initial Loans, and to issue
any  Letters of Credit, including the initial Letter  of  Credit,
shall  be  subject to the further conditions precedent  that  the
following  statements shall be true on the date of the making  of
such  Loan or issuance of such Letter of Credit, 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  VII hereof and in Section 5 of the Parent  Guaranty
     (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.

          (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 VII

                 REPRESENTATIONS AND WARRANTIES

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

       7.1.        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.

       7.2.        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, in the case of any such required under
     Applicable  Law  as  in effect on the  Agreement  Date,  are
     listed  on  Schedule  7.2(a)(iv), (B)  notices,  filings  or
     registrations 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.

      (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.

     7.3.      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, 1993, which  has  not  been
reflected  in  the  financial statements  delivered  pursuant  to
Section 8.8 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.

      7.4.       Financial Information.  (a) The reports  of  the
Parent  Guarantor on Form 10-K for the Fiscal Year ended December
31, 1997 and on Form 10-Q for the Fiscal Quarters ended March 31,
1998,  June  30,  1998 and September 30, 1998,  which  have  been
furnished to the 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 respective dates  (subject,
in  the  case of such reports on Form 10-Q, to changes  resulting
from normal year-end adjustments).

      (b)  Since  December 31, 1997 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  September 30,  1998  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.

      7.5.      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.

      7.6.       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.

     7.7.      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.

      7.8.      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.

      7.9.       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.

      7.10.     Insurance.  All policies of insurance of any kind
or  nature  owned  by  the  Borrower  and  its  Subsidiaries  are
maintained  with reputable insurers which to the Borrower's  best
knowledge are financially sound. The Borrower currently maintains
insurance with respect to its Properties and business and  causes
its  Subsidiaries  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, worker's compensation insurance.

      7.11.     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.

      7.12.      Regulatory Matters.  Except as disclosed in  the
Parent  Guarantor's Form 10-K for the fiscal year ending December
31, 1997 or its Report on Form 10-Q for the fiscal quarter ending
September 30, 1998, 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.

      7.13.      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.

     7.14.     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.

      7.15.      Trademarks, Copyrights, Etc.  The  Borrower  and
each  of  its  Subsidiaries own or have the rights  to  use  such
trademarks,  service marks, trade names, copyrights, 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.

      7.16.     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 Agent, the Working Capital Agent or the Banks  in
connection  with the Loan Documents and all financial  and  other
information  furnished to the Agent or the Working Capital  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.

     7.17.     [Intentionally omitted.]

      7.18.      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  or  another
Subsidiary  of the Parent Guarantor, (b) 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 and dividends on,
all  capital  stock indicated on such Schedule as  owned  by  the
Parent  Guarantor or such Subsidiary and (c) such  capital  stock
has  been  duly  authorized and issued  and  is  fully  paid  and
nonassessable.

      7.19.      Principal Subsidiaries.  Schedule  5(l)  to  the
Parent  Guaranty sets forth all of the Principal Subsidiaries  in
existence as of the Agreement Date.

       7.20.       Year  2000  Issue.   The  Borrower   and   its
Subsidiaries  have reviewed, and are continuing  to  review,  the
effect  of the Year 2000 Issue on the computer software, hardware
and firmware systems and equipment containing embedded microchips
owned or operated by or for the Borrower and its Subsidiaries  or
used  or  relied upon in the conduct of their business (including
systems  and  equipment supplied by others  or  with  which  such
computer systems of the Borrower and its Subsidiaries interface).
The information contained in the Parent Guarantor's Form 10-Q for
the  Fiscal Quarter ended September 30, 1998 as to the  costs  to
the  Borrower and its Subsidiaries of any reprogramming  required
as  a  result  of  the  Year  2000 Issue  to  permit  the  proper
functioning  of  such  systems  and  equipment  and  the   proper
processing of data, and the testing of such reprogramming, and of
the reasonably foreseeable consequences of the Year 2000 Issue to
the  Borrower or any of its Subsidiaries (including reprogramming
errors  and  the  failure  of systems or  equipment  supplied  by
others)  is complete and correct in all material respects  as  of
such date and such costs are not reasonably expected to result in
a  Default  or  Event  of Default or to have a  material  adverse
effect   on  the  business,  assets,  operations,  prospects   or
condition (financial or otherwise) of the Borrower or any of  its
Subsidiaries.

     7.21.  Pari Passu Obligations.  The obligations of the
Borrower under this Agreement and the Notes do rank at least pari
passu in priority of payment with all other present unsecured
Indebtedness of the Borrower.

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


                          ARTICLE VIII

                     AFFIRMATIVE COVENANTS

      As  long  as  any of the Loans or any other  amounts  shall
remain  unpaid  or any Bank shall have any Commitment  hereunder,
unless  otherwise agreed by the written consent of  the  Majority
Banks:

      8.1.       Compliance with Laws, Etc.  The  Borrower  shall
comply,  and  cause each of its Subsidiaries to  comply,  in  all
material   respects   with  all  Applicable   Law   except   such
non-compliance  as  would not have a Material Adverse  Effect  or
result in a Material Credit Agreement Change.

      8.2.       Payment  of  Taxes, Etc.  The Borrower  and  any
consolidated,  combined  or  unitary  group  which  includes  the
Borrower or any of its Subsidiaries shall pay and discharge,  and
cause  each  Subsidiary  of the Borrower to  pay  and  discharge,
before  the  same  shall become delinquent,  all  lawful  claims,
Taxes,  assessments  and governmental charges  or  levies  except
where  contested in good faith, by proper proceedings, and  where
adequate reserves therefor have been established on the books  of
the Borrower or such Subsidiary in accordance with GAAP.

      8.3.       Maintenance  of Insurance.  The  Borrower  shall
maintain,  and  cause  each  of  its  Subsidiaries  to  maintain,
insurance  with responsible and reputable insurance companies  or
associations  in  such  amounts and covering  such  risks  as  is
usually  carried by companies engaged in similar  businesses  and
owning similar properties in the same general areas in which  the
Borrower or such Subsidiary operates.  The Borrower will  furnish
to  the  Agent  from  time to time such  information  as  may  be
requested as to such insurance.

      8.4.       Preservation of Corporate Existence,  Etc.   The
Borrower  shall  preserve and maintain, and  cause  each  of  its
Subsidiaries to preserve and maintain, their respective corporate
existences;  provided, that this Section 8.4 shall not  apply  at
any  time with respect to the corporate existence of a Subsidiary
of the Borrower in any case where the Parent Guarantor's Board of
Directors  determines  in  good faith that  such  termination  of
corporate  existence  is  in the best  interests  of  the  Parent
Guarantor,  the Borrower and their respective Subsidiaries  taken
as  a  whole  and where noncompliance will not have a  Materially
Adverse  Effect on the Borrower and its Subsidiaries or any  Loan
Document  (other than a Loan Document delivered by  a  Subsidiary
that  at  such  time  is  no  longer a Principal  Subsidiary,  as
determined  at such time); provided, further, that  this  Section
8.4  shall be without prejudice to the other provisions  of  this
Agreement and the Parent Guaranty.

      8.5.       Books and Access.  The Borrower shall, and shall
cause  each of its Subsidiaries to, keep proper books  of  record
and  accounts in conformity with GAAP, and upon reasonable notice
and  at such reasonable times during the usual business hours  as
often  as may be reasonably requested, permit representatives  of
the  Agent, at its own initiative or at the request of any  Bank,
to  make  inspections of its Properties, to  examine  its  books,
accounts and records and make copies and memoranda thereof and to
discuss  its affairs and finances with its officers or  directors
and independent public accountants.

      8.6.       Maintenance  of Properties, Etc.   The  Borrower
shall  maintain and preserve, and cause each of its  Subsidiaries
to  maintain  and  preserve, all of their  respective  Properties
which  are used or useful in the conduct of its business in  good
working order and condition and, from time to time make or  cause
to  be  made  all appropriate repairs, renewals and replacements,
except  where  the  failure to do so would not  have  a  Material
Adverse Effect.

      8.7.      Application of Proceeds.  The Borrower shall  use
the  proceeds of the Loans (i) to refinance Indebtedness existing
at  the  date  hereof  of  the Borrower  under  the  Summit  Bank
Facility,  the  Prior  UBN Facility and the  Vancomycin  Facility
Agreements, and (ii) general corporate purposes.

     8.8.      Financial Statements.  The Borrower shall furnish,
or  shall  cause  to be furnished, to the Agent (with  sufficient
copies to the Banks):

      (a)  the  financial  statements  and  reports  required  by
Sections 6(g) and (h) of the Parent Guaranty.

      (b) together with each delivery of financial statements  of
the Parent Guarantor and its Subsidiaries pursuant to clauses (a)
above,  and  commencing with the Fiscal Quarter ending  September
30, 1998, a certificate signed by a Responsible Financial Officer
of  the  Borrower stating that (i) such officer is familiar  with
both  this Agreement and the business and financial condition  of
the  Borrower,  (ii) that the representations and warranties  set
forth  in Article VII hereof are true and correct in all material
respects  as though such representations and warranties had  been
made by the Borrower on and as of the date thereof; and (iii)  no
Event of Default or Default has occurred and is continuing or  if
an  Event of Default or Default has occurred and is continuing  a
statement as to the nature thereof, and whether or not  the  same
shall have been cured.

       8.9.       Reporting  Requirements.   The  Borrower  shall
furnish to the Agent for distribution to the Banks:

      (a)  from time to time as the Agent may reasonably request,
copies  of such statements, lists of Property, accounts,  reports
or  information  prepared by or for the Borrower  or  within  the
Borrower's  control.  In addition, the Borrower shall furnish  to
the  Agent  for distribution to the Banks, within five  (5)  days
after  delivery  thereof to the Borrower's  Board  of  Directors,
copies  of budgets and forecasts prepared by or for the  Borrower
or within the Borrower's control;

      (b) promptly and in any event within thirty (30) days after
the  Borrower,  any  of its Subsidiaries or any  ERISA  Affiliate
knows  that any ERISA Event has occurred (other than a Reportable
Event  for  which  notice  to  the PBGC  is  waived),  a  written
statement  of  the  chief financial officer or other  appropriate
officer  of  the  Borrower describing such ERISA  Event  and  the
action,  if  any, which the Borrower, any of its Subsidiaries  or
any ERISA Affiliate proposes to take with respect thereto, and  a
copy  of  any  notice filed with the PBGC or the  IRS  pertaining
thereto;

      (c) promptly and in any event within thirty (30) days after
notice  or knowledge thereof, notice that the Borrower or any  of
its  Subsidiaries  becomes  subject  to  the  tax  on  prohibited
transactions imposed by Section 4975 of the Code, together with a
copy of Form 5330;

      (d) promptly after the commencement thereof, notice of  all
actions,  suits and proceedings before any court or  governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, against or affecting the Borrower or any  of
its  Subsidiaries, in which there is a reasonable probability  of
an adverse decision which would have a Material Adverse Effect;

      (e)  promptly upon the Borrower or any of its  Subsidiaries
learning of (i) any Event of Default or any Default, or (ii)  any
Material  Credit  Agreement  Change,  telephonic  or  telegraphic
notice specifying the nature of such Event of Default, Default or
Material  Credit  Agreement  Change,  including  the  anticipated
effect  thereof,  which  notice shall be  promptly  confirmed  in
writing within five days;

      (f) promptly after the sending or filing thereof, copies of
all  reports  which  the Borrower sends to its  security  holders
generally,  and copies of all reports and registration statements
which  the  Borrower or any of its Subsidiaries  files  with  the
Securities  and  Exchange Commission or any  national  securities
exchange;

      (g) promptly upon, and in any event within 30 days of,  the
Borrower  or  any  of its Subsidiaries learning  of  any  of  the
following:

          (i) notice that any Property of the Borrower or any  of
     its  Subsidiaries  is  subject to  any  Environmental  Liens
     individually or in the aggregate which would have a Material
     Adverse Effect;

          (ii) any proposed acquisition of stock, assets or  real
     estate,  or any proposed leasing of Property, or  any  other
     action  by the Borrower or any of its Subsidiaries in  which
     there  is a reasonable probability that the Borrower or  any
     of  its  Subsidiaries  would  be  subject  to  any  material
     Environmental Liabilities and Costs, provided, that, in  the
     event  of  any  such  proposed  acquisition  or  lease,  the
     Borrower  must  furnish  to the Banks  evidence  in  a  form
     acceptable  to the Banks that the proposed acquisition  will
     not have a Material Adverse Effect;

       (h)   prior  to  the  effectiveness  thereof,  information
relating  to  any proposed change in the accounting treatment  or
reporting  practices  of the Borrower and  its  Subsidiaries  the
nature  or  scope of which materially affects the calculation  of
any  component  of  any  financial  covenant,  standard  or  term
contained in this Agreement;

      (i)  prior to the Borrower, or any of its Subsidiaries, (i)
entering  into  any agreement relating to the  sale  of,  or  the
granting  of  a  Lien on, assets having a fair  market  value  of
$10,000,000  or more, or (ii) incurring Indebtedness (other  than
under  the  Loan Documents) pursuant to a single transaction  the
aggregate  principal amount of which is $10,000,000 or more,  the
Borrower shall give the Agent 15 days' notice of its intention to
enter into such an agreement; and

     (j)  from time to time, such other information and materials
as  the  Agent  (or the Banks through the Agent)  may  reasonably
request.

     8.10.     Acquisition Related Loan.  Where the proceeds of a
Loan,  including  the initial Loans, are to  be  made  available,
either directly or indirectly, to an Affiliate of the Borrower in
connection with an acquisition of Equity or assets, the  Borrower
shall,  within  15  Business Days of the  making  of  such  Loan,
deliver  to  the Agent (a) an Acquisition Related  Guaranty  duly
executed  by  such Affiliate (an "Acquisition Related Guarantor")
(which  shall be in addition to, and not in substitution of,  any
Credit  Support Document previously delivered by such  Affiliate)
or  (b)  if  such  Affiliate is incorporated outside  the  United
States  of America and so long as such Affiliate is not itself  a
Subsidiary  of an Affiliate of the Borrower incorporated  outside
the  United  States,  a  Pledge Agreement duly  executed  by  the
Shareholders  of such Affiliate; provided that Clause  (b)  shall
not  apply  to any Affiliate the stock of which is at  that  time
already subject to a valid and binding Pledge Agreement.

     8.11.     Additional Credit Support Documents.  The Borrower
shall  deliver, or shall cause to be delivered, within  five  (5)
Business  Days of delivery to the Agent of a certificate pursuant
to  Section  6(g)(v) of the Parent Guaranty, in respect  of  each
Principal Subsidiary disclosed on the schedule attached  to  such
certificate (a) a Subsidiary Guaranty duly executed by each  such
Principal Subsidiary or (b) if any such Principal Subsidiary is a
Non-U.S.  Subsidiary, either (i) a Pledge Agreement duly executed
by  the Shareholders of such Non-U.S. Subsidiary or (ii) if  such
Principal  Subsidiary is a Subsidiary of a Non-U.S. Affiliate  of
the   Borrower,   a  Pledge  Agreement  duly  executed   by   the
Shareholders of the Person that (x) directly or indirectly,  owns
all  of the stock of such Principal Subsidiary and (y) is  not  a
Subsidiary  of  a  Non-U.S. Affiliate of the Borrower;  provided,
that   this  Section  8.11  shall  not  apply  to  any  Principal
Subsidiary as to which there already is at such time a valid  and
binding Subsidiary Guaranty or Pledge Agreement (as the case  may
be).

       8.12.   Delivery  of  Opinions.   Concurrently  with   the
execution and delivery of any additional Credit Support Documents
pursuant  to  Sections 8.10 or 8.11 hereof,  the  Borrower  shall
deliver, or shall cause to be delivered, to the Agent an  opinion
of counsel relating to such additional Credit Support Document in
form and substance substantially similar to the opinions rendered
in connection with comparable agreements on the Effective Date.

      8.13.      Year 2000 Compliance.  The Borrower shall  take,
and  shall  cause each of its Subsidiaries to take, all necessary
action  to  complete in all material respects by the end  of  the
time  periods set forth in the Parent Guarantor's Form  10-Q  for
the Fiscal Quarter ended September 30, 1998, the reprogramming of
computer  software, hardware and firmware systems  and  equipment
containing  embedded microchips owned or operated by or  for  the
Borrower  and  its  Subsidiaries or used or relied  upon  in  the
conduct  of  their  business  (including  systems  and  equipment
supplied by others or with which such systems of the Borrower  or
any of its Subsidiaries interface) as described in such Form 10-Q
and  required  as a result of the Year 2000 Issue to  permit  the
proper  functioning of such computer systems and other  equipment
and the testing of such systems and equipment, as so reprogrammed
except  to the extent that failure to so comply would not have  a
Material  Adverse  Effect.   At the  request  of  the  Bank,  the
Borrower  shall provide, and shall cause each of its Subsidiaries
to  provide,  to the Bank reasonable assurance of its  compliance
with the preceding sentence.

      8.14      Pari Passu Obligations.  The Borrower will ensure
that  its obligations under this Agreement and the Notes will  at
all  time  rank at least pari passu  in priority of payment  with
all  other  present  and  future unsecured  Indebtedness  of  the
Borrower.

       8.15       Corporate  Headquarters.   The  Borrower  shall
continue to maintain dual corporate headquarters: in Oslo, Norway
through Alpharma A.S. and in northern New Jersey (currently  Fort
Lee), U.S.A. through the Parent Guarantor.

     8.16  Indebtedness  Under  Other Facilities.   The  Borrower
shall  ensure  that (i) on and as of the Agreement Date,  neither
the  Borrower  nor  any  of the Parent's Guarantors  Subsidiaries
shall  incur  any additional Indebtedness under the  Summit  Bank
Facility,  the Vanomycin Facility and the Prior UBN Facility  and
(ii) on and as of February 5, 1999, all amounts outstanding under
the  Summit Bank Facility, the Vanomycin Facility and  the  Prior
UBN   Facility  shall  have  been  repaid  and  all   commitments
thereunder canceled.



                           ARTICLE IX

                       NEGATIVE COVENANTS

      So  long  as  any of the Loans or any other  amounts  shall
remain  unpaid  or any Bank shall have any Commitment  hereunder,
unless  otherwise agreed by the written consent of  the  Majority
Banks:

      9.1.      Liens, Etc.  The Borrower shall not, directly  or
indirectly,  create  or suffer to exist, or  permit  any  of  its
Subsidiaries to create or suffer to exist, any Lien upon or  with
respect  to any of its Properties, whether now owned or hereafter
acquired, or assign, or permit any of its Subsidiaries to assign,
any  right  to receive income, in each case to secure or  provide
for  the  payment  of  any Indebtedness  of  any  Person,  except
Permitted Liens.

       9.2.       Mergers.   The  Borrower  shall  not  merge  or
consolidate  in any transaction in which it is not the  surviving
Person.   The  Borrower shall not, without  the  consent  of  the
Majority  Banks,  permit  any of its  Subsidiaries  to  merge  or
consolidate  in any transaction in which such Subsidiary  is  not
the surviving Person other than in mergers of any Subsidiary into
the  Borrower,  the  Parent Guarantor or any other  wholly  owned
Subsidiary  of  the  Borrower or the  Parent  Guarantor  that  is
incorporated in the U.S.; provided, that with respect to  mergers
in  which the surviving entity is not the Borrower or the  Parent
Guarantor, then the Borrower shall cause such surviving entity to
deliver a Subsidiary Guaranty if immediately after the merger the
surviving entity is a Principal Subsidiary (as determined at such
time)  in  respect of which there is not, at such time, a  valid,
legal and binding Subsidiary Guaranty or Pledge Agreement.

      9.3.  Substantial Asset Sale. The Borrower shall  not,  and
shall  not  permit  any  of  its Subsidiaries  to,  sell,  lease,
transfer or otherwise dispose of all or any substantial  part  of
its   or  their  assets  (including  any  of  the  stock  of  the
Scandinavian  Principal Companies owned by it  or  them),  except
that this Section 9.3 shall not apply to:

     (a) any disposition of assets in the ordinary course of
business;

      (b) any disposition of assets (other than assets consisting
of  the  stock of the Scandinavian Principal Companies or  assets
owned  by  the  Scandinavian  Principal  Companies)  (A)  to  the
Borrower,  the  Parent Guarantor or any Principal Subsidiary  (in
respect of which there is in existence a legal, valid and binding
Subsidiary  Guaranty  or  Pledge  Agreement)  or  (B)  where  the
proceeds of such disposition (I) consist solely of cash  or  Cash
Equivalents  and  (II) the Net Cash Proceeds of such  disposition
are  first  applied  towards the prepayment  of  any  Loans  then
outstanding in accordance with Section 5.4(a); provided, that for
purposes  of  this  Section  9.3, any such  prepayment  shall  be
effected on the next succeeding day on which an interest  payment
is due in respect of the Loan being prepaid after consummation of
the  asset  sale,  and if such day is not the  last  day  of  the
Interest  Period in respect of the Loan or Loans  being  prepaid,
the  Borrower  shall  continue to be  liable  for  any  costs  or
expenses pursuant to Section 12.4(c); or

      (c)  the contribution by Wade Jones Company, Inc., a  Texas
corporation,  an indirect wholly-owned Subsidiary of  the  Parent
Guarantor  ("Wade Jones"), of assets relating to the distribution
activities  of  Wade Jones in connection with  the  formation  of
Wynco,  LLC, a limited liability company, among Wade  Jones,  G&M
Animal  Health  Distributors, Inc., a corporation duly  organised
under  the  State  of  Arkansas, and  T&H  Distributors,  LLC,  a
Delaware limited liability company.

      9.4. Transactions with Affiliates.  The Borrower shall  not
engage  in, and will not permit any of its Subsidiaries to engage
in,  any transaction with an Affiliate of the Borrower or of such
Subsidiary  other  than transactions in the  ordinary  course  of
business   between  a  Subsidiary  and  its   parent   or   among
Subsidiaries of the Borrower that are on terms no less  favorable
to the Borrower or such Subsidiaries than as would be obtained in
a comparable arms-length transaction.

      9.5.       Restrictions on Indebtedness.  (a) The  Borrower
shall  not incur, and shall not permit its Subsidiaries to incur,
Indebtedness  except  (subject to  clause  (b)  below)  Permitted
Indebtedness.

      (b)   No Permitted Indebtedness may be incurred unless  the
Parent  Guarantor  or the Borrower shall have complied  with  the
provisions of Section 7(f) of the Parent Guaranty.

     (c)  The Borrower shall not, and shall not permit any of its
Subsidiaries  to, make any voluntary prepayments of principal  in
respect  of  Subordinated Indebtedness so long as there  are  any
amounts  outstanding under this Agreement or the Notes.  For  the
avoidance of doubt, the parties agree that this clause (c)  shall
not  restrict  payments of principal in respect  of  Subordinated
Indebtedness  so  long as (i) such Subordinated  Indebtedness  is
evidenced  by convertible bonds, notes or debentures,  (ii)  such
payment  is  being made in connection with the  exercise  by  the
issuer  thereof  of  the  conversion option  applicable  to  such
Indebtedness  at a time when the conversion option applicable  to
such  Indebtedness  is  at a price lower than  the  then  present
market price of the security issuable upon conversion, (iii) such
payment  is  not being made any earlier than three years  of  the
date of issuance of such Indebtedness and (iv) the Majority Banks
have  consented  to  such payment (which  consent  shall  not  be
unreasonably withheld).


                           ARTICLE X

                       EVENTS OF DEFAULT

     10.1.     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)  The Borrower or any other Loan Party shall default  in
the performance or observance of any term, covenant condition  or
agreement contained in Section 8.9(e) of the Credit Agreement  or
Section 6(h)(v) of the Parent Guaranty, respectively; or

      (d)  Any  Loan Party shall fail to perform or  observe  any
term,  covenant or agreement contained in this Agreement  or  any
other  Loan  Document,  which  failure  or  change  shall  remain
unremedied for (i) forty-five (45) days, in the case of the terms
and  covenants contained in Section 8 of the Parent Guaranty, and
(ii)  thirty (30) days, in the case of all other terms, covenants
or  agreements  not  otherwise specifically dealt  with  in  this
Section 10.1, and in either case after the earlier of the date on
which  (x)  telephonic, telefaxed or telegraphic  notice  thereof
shall  have  been given to the Agent by the Borrower pursuant  to
Section 8.9(e), (y) written notice thereof shall have been  given
to  the  Borrower by the Agent or (z) the Borrower or  any  other
Loan Party knows, or should have known, of such failure; or

      (e)  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

     (f) Each 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 (f); or

      (g)  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

      (h) (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
that,  in each case in clause (i) through (iv) above, such  event
or  condition, together will all other such events or conditions,
if  any,  would  be reasonably likely to have a Material  Adverse
Effect; or

     (i) 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 Agent;

     (j) A Material Adverse Change shall occur; or

      (k)   The  Borrower, the Parent Guarantor or any  of  their
Subsidiaries  (i) shall incur Indebtedness other  than  Permitted
Indebtedness  the  aggregate  amount  of  which   at   any   time
outstanding exceeds $1,000,000, (ii) shall become liable  to  any
Person in respect of Permitted Indebtedness and such Person shall
not  have  (within  30 days of the incurrence thereof)  become  a
party  to the Intercreditor Agreement or (iii) any party  to  the
Intercreditor Agreement (other than a Bank) shall have materially
breached any term or provision of the Intercreditor Agreement;

then,  (A)  and  in any such event, the 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 (including, without
limitation, all amounts of Letter of Credit Liabilities,  whether
or  not  the  beneficiaries of the then  outstanding  Letters  of
Credit  shall  have presented the documents required  thereunder)
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
Guarantor or any of its Principal Subsidiaries under the  federal
Bankruptcy  Code, (x) the obligation of each Bank to  make  Loans
shall  automatically be terminated and (y) 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  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; and

(B)   with respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time  of  an
acceleration  pursuant to the preceding paragraph,  the  Borrower
shall at such time deposit in a cash collateral account opened by
the  Working Capital Agent an amount equal to the aggregate  then
undrawn  and unexpired amount of such Letters of Credit.  Amounts
held  in  such  cash collateral account shall be applied  by  the
Working  Capital Agent to the payment of drafts drawn under  such
Letters of Credit, and the unused portion thereof after all  such
Letters of Credit shall have expired or been fully drawn upon, if
any,  shall be applied to repay other obligations of the Borrower
hereunder and under the Notes.  After all such Letters of  Credit
shall  have  expired or been fully drawn upon, all  Reimbursement
Obligations  shall have been satisfied and all other  obligations
of  the  Borrower  hereunder and under the  Notes  then  due  and
payable  shall have been paid in full, the balance,  if  any,  in
such  cash  collateral account shall be returned to the Borrower.
The  Borrower hereby grants to the Agent, for the ratable benefit
of the Lenders, as collateral security for the payment in full of
the  obligations  of  the Borrower under the  Loan  Documents,  a
security  interest in all amounts from time to time held  in  the
cash collateral account maintained pursuant to this paragraph.


                           ARTICLE XI

              THE AGENT AND WORKING CAPITAL AGENT

      11.1.      Authorization and Action. (a) Each  Bank  hereby
appoints and authorizes the Agent to take such action as agent on
its  behalf  and to exercise such powers under this Agreement  as
are  delegated  to such 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  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  Agent  shall not be required to take any  action  that
exposes  the  Agent to personal liability or that is contrary  to
this  Agreement or applicable law. The Agent agrees  to  give  to
each  Bank  prompt  notice of each notice  given  to  it  by  the
Borrower pursuant to the terms of this Agreement.

     (b) Each Working Capital Bank hereby appoints and authorizes
the  Working  Capital Agent to take such action as agent  on  its
behalf  and to exercise such powers under this Agreement  as  are
delegated  to  such  Working Capital 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  Working Capital 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
Working Capital Banks (or when expressly required hereunder,  all
the  Working  Capital  Banks), and  such  instructions  shall  be
binding  upon all Working Capital Banks; provided, however,  that
the  Working  Capital  Agent shall not be required  to  take  any
action  that  exposes  the  Working  Capital  Agent  to  personal
liability  or  that is contrary to this Agreement  or  applicable
law.  The  Working Capital Agent agrees to give to  each  Working
Capital Bank prompt notice of each notice

      11.2.      The Agent's Reliance, Etc. Neither the Agent  or
the Working Capital Agent, their respective 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. Without limitation of
the  generality of the foregoing, (i) the Agent and  the  Working
Capital  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)
neither the Agent nor the Working Capital Agent make any warranty
or  representation to any Bank or Working Capital  Bank  (as  the
case may be) 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 Agent and the  Working
Capital 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 Agent and the Working Capital 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; and (v) the Agent and the Working Capital  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, cable or  telex)
believed  by  it to be genuine and signed or sent by  the  proper
party or parties.

      11.3.      Union  Bank of Norway and Den norske  Bank  ASA.
With  respect  to the Commitments of Union Bank  of  Norway,  Den
norske Bank ASA and Summit Bank, respectively, and the Loans made
by  each  of them, each of Union Bank of Norway, Den norske  Bank
ASA  and Summit 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 Agent, Working Capital Agent, Documentation
Agent, Arranger or Co-Arranger, as the case may be; and the  term
"Bank"  or  "Banks" shall, unless otherwise expressly  indicated,
include  each  of Union Bank of Norway, Den norske Bank  ASA  and
Summit Bank in their individual capacities. Each of Union Bank of
Norway,  Den norske Bank ASA and Summit Bank and their respective
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 Union Bank  of  Norway,  Den
norske  Bank ASA and Summit Bank as the case may be, were not  an
Agent, Working Capital Agent, Documentation Agent, Arranger or Co-
Arranger,  as  the case may be, and without any duty  to  account
therefor to the Banks.

     11.4.     Bank Credit Decision.  Each Bank acknowledges that
it  has,  independently and without reliance upon the Agent,  the
Working  Capital Agent, the Documentation Agent, the Arranger  or
the  Co-Arranger  or any other Bank, and based on  the  financial
statements  referred to in Article VII 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 Agent, the Working Capital Agent, the Arranger,
the Co-Arranger 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.

      11.5.     Determinations Under Sections 6.1. and 6.2.   For
purposes  of determining compliance with the conditions specified
in  Sections  6.1  and 6.2, 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  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 Agent to that effect  or  such  Bank
shall  have made available to the Agent or Working Capital  Agent
(as  the  case  may  be)  such Bank's  ratable  portion  of  such
Borrowing).

       11.6.      Indemnification.   Each  (a)  Bank  agrees   to
indemnify  the  Agent  and  its respective  Affiliates,  and  its
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 Term Loan Commitments  and
the  Revolving Credit Commitments, and (b) Working  Capital  Bank
agrees  to indemnify the Working Capital Agent and its respective
Affiliates,  and  its 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  Working  Capital Loan Commitments, in  each  case  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 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 or from any violation or alleged violation
by  any  such  Person  or any other Bank  of  any  law,  rule  or
regulation or any guideline or request from any central  bank  or
other Governmental Authority (whether or not having the force  of
law)  or, with respect to the Agent or the Working Capital Agent,
any conflict or alleged conflict between its rights and duties in
its  capacity as such or as a Bank under this Agreement  and  any
other rights or duties it may have in any other capacity in which
it   may   act  in  connection  with  the  consummation  of   the
transactions contemplated by this Agreement, whether or not  such
Bank  is a party to such transactions. 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.

      11.7.      Successor  Agents/Working Capital  Agents.   Any
Agent  or  the Working Capital Agent may resign at  any  time  by
giving  written notice thereof to the Banks and the Borrower  and
may be removed at any time with cause by the Majority Banks. Upon
any  such  resignation or removal, the Majority Banks shall  have
the right to appoint a successor to such Agent or Working Capital
Agent,  as  the  case may be. If no successor to  such  Agent  or
Working  Capital Agent, as the case may be, shall  have  been  so
appointed  by  the Majority Banks, and shall have  accepted  such
appointment, within 30 days after the retiring Agent's or Working
Capital  Agent's,  as  the  case may  be,  giving  of  notice  of
resignation or the Majority Banks removal of such retiring  Agent
or  Working  Capital  Agent,  as  the  case  may  be,  then  such
(retiring)  Agent  on  behalf  of  the  Banks,  shall  appoint  a
successor  Agent or Working Capital Agent, as the  case  may  be,
(which successor Agent or Working Capital Agent, as the case  may
be,  shall  be a Bank or another commercial bank organized  under
the  laws  of  a member nation of the Organization  for  Economic
Cooperation  and  Development and having a combined  capital  and
surplus  of  at least $100,000,000). Upon the acceptance  of  any
appointment as an Agent or Working Capital agent, as the case may
be, hereunder by any successor Agent or Working Capital agent, as
the  case may be, such successor Agent or Working Capital  Agent,
as  the case may be, shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the
retiring Agent or Working Capital Agent, as the case may be,  and
such  retiring Agent  or Working Capital Agent, as the  case  may
be,  shall  be  discharged from its duties and obligations  under
this  Agreement.   After any retiring Agent's or Working  Capital
Agent's resignation or removal hereunder, the provisions of  this
Article XI shall inure to its benefit as to any actions taken  or
omitted  to be taken by it while it was Agent or Working  Capital
Agent, as the case may be.

      11.8.      Notices  and Forwarding of Documents  to  Banks.
Promptly  upon  receipt of the same, the Agent  and  the  Working
Capital Agent (as the case may be) shall furnish to the Banks and
the  Working  Capital Banks (as the case may be)  copies  of  all
notices received from the Borrower or any other Loan Party.


                          ARTICLE XII

                         MISCELLANEOUS

      12.1.      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:

     (a) 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: (i) waive any of the conditions specified
in Section 6.1 or 6.2; (ii) increase the Commitments of the Banks
or  subject the Banks to any additional obligations; (iii) change
the  principal  of,  or  decrease the interest  on,  any  amounts
payable  hereunder  or reduce the amount of  any  Commitment  Fee
payable to the Banks hereunder; (iv) postpone any date fixed  for
any scheduled payment of any Commitment Fee, or scheduled payment
of  principal of, or interest on, any amounts, payable hereunder;
(v)  change the definition of Majority Banks; (vi) terminate,  or
release  the  Parent  Guarantor from its obligations  under,  the
Parent Guaranty or (vii) amend this Section 12.1; and

     (b) no amendment, waiver or consent shall, unless in writing
and  signed by the Agent or the Working Capital Agent in addition
to  the  Persons required above to take such action,  affect  the
rights  or  duties  of  the Agent or the Working  Capital  Agent,
respectively, under this Agreement.

      12.2.      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.
         c/o Alpharma Inc.
         One Executive Drive
         Fort Lee, NJ 07024
         Attn: Albert Marchio
               Treasurer
         Telephone:  (201) 947-7774
         Telefax:    (201) 947-0795

               and to:

         Robert Wrobel, Esq.
         Vice President and
         Chief Legal Officer

         Telephone:  (201) 947-7774
         Telecopy:   (201) 592-1481


     (ii)      if to the Agent, at:

         Union Bank of Norway
         Loan Administration
         P.O. Box 1172 Sentrum
         N-0107 Oslo
         Telephone: 011-47-22-31-90-50
         Telecopy:  011-47-22-31-85-58
         Attn: Loan Administration

     (iii)     if to the Working Capital Agent, at:

         Summit Bank
         750 Walnut Avenue
         Cranford, New Jersey 07016
         Telephone: (908) 709-5458
         Telecopy:  (908) 931-0399
         Attn: Syndications/Loan Operations


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

or,  as  to  the  Borrower, any Bank, the Agent  or  the  Working
Capital  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 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 agent, respectively, except that  notices  and
communications to the Agent or the Working Capital Agent pursuant
to  Articles  II,  III,  IV or XI shall not  be  effective  until
received  by the Agent or the Working Capital Agent (as the  case
may be).

      12.3.      No Waiver; Remedies.  No failure on the part  of
any Bank, the Agent or the Working Capital 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.

      12.4.      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
specified  reasonable fees and out-of-pocket expenses of  counsel
to  the Agent with respect thereto (such fees and expenses to  be
payable  on the Effective Date) and with respect to advising  the
Agent  as  to  their  rights  and  responsibilities  under   this
Agreement, and all costs and expenses of the 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 Agent, the Arranger, the Co-Arranger,  the
Working Capital Agent, the Documentation Agent 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  Agent,  the  Working
Capital  Agent,  the Documentation Agent, the Arranger,  the  Co-
Arranger  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  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  Agent,  the
Arranger,  the  Co-Arranger,  the  Working  Capital  Agent,   the
Documentation Agent,  and each Bank, but also the relative  fault
of the Borrower and the Agent, the Arranger, the Co-Arranger, the
Working Capital Agent, the Documentation Agent 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 Eurodollar Loans are Consolidated or if any Bank
receives  any payment of principal of any Eurodollar  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 11.1 or for any other reason, the Borrower shall, upon
demand by such Bank (with a copy of such demand to the Agent (or,
in  the event such demand relates to a Eurodollar Working Capital
Loan, the Working Capital Agent), pay to the Agent of the Working
Capital  Agent (as the case may be) 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  or Consolidation,  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 12.4, and the obligations of the  Borrower
contained  in  Sections 5.6(b), 5.8 and 5.9,  shall  survive  the
payment of the Loans.

      12.5.      Right  of Set-off.  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 10.1 to authorize the Agent to declare all amounts  under
this  Agreement  due and payable pursuant to  the  provisions  of
Section  10.1  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  set-off  and
application  made  by  such  Bank; provided,  however,  that  the
failure to give such notice shall not affect the validity of such
set-off  and  application. The rights of  each  Bank  under  this
Section  12.5  are in addition to any other rights  and  remedies
(including,  without  limitation, any other  rights  of  set-off)
which such Bank may have.

      12.6.      Binding  Effect.   This Agreement  shall  become
effective  when it shall have been executed by the Borrower,  the
Agent, the Arranger, the Co-Arranger, the Documentation Agent and
the  Working  Capital Agent and when the 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 Agent, the Arranger, the Co-Arranger, the  Working
Capital Agent, the Documentation Agent 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  12.7  or
as expressly required hereunder.

      12.7.      Assignments and Participation; Additional Banks.
(a)  Any  Bank may, at any time, by notice substantially  in  the
form  of  Exhibit  K  hereto (each, a "Notice of  Assignment  and
Acceptance")  delivered  to  the Agent  for  its  acceptance  and
recording, together with a recording fee in the amount of $1,500,
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 Borrower (provided that if all
amounts  due  under this Agreement have been declared immediately
due  and payable no such consent shall be required), 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  Term  Loan  Commitment  and
Revolving Credit Commitment); provided, however, that no Bank may
make  any  such assignment or delegation of any of its rights  or
duties under this Agreement until the one hundredth day after the
Effective Date (or such other date as may be agreed by the  Agent
and  the  Banks),  except to any affiliate  of  such  Bank  which
actually  controls, is controlled by, or is under common  control
with  such  Bank  or to any Federal Reserve Bank;  and  provided,
further,  that  after any such assignment, the  assigning  Bank's
aggregate   Commitments  hereunder  shall  not   be   less   than
$10,000,000.

     (b) Any Bank may at any time sell or grant participations in
its  Commitment, 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
Agent,  the Working Capital Agent (if applicable) 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 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  Agent, and approval by  the  Borrower,  where
applicable, of each Notice of Assignment and Acceptance, (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 Notice of Assignment and Acceptance 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 12.11.

      (e)  Any Bank which sells or grants participations  in  any
Loans  or  its  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  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 5.6, 5.8
or  5.9  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 5.7 have occurred on or before the date of participation.

      (g)  (i)   The Agent shall maintain at its address referred
to  in  Section  12.2  a copy of each Notice  of  Assignment  and
Acceptance received by it and a register, containing the terms of
each Notice of Assignment and Acceptance, 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 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.

          (ii)   The Working Capital Agent shall maintain at  its
address   referred  to  in  Section  12.2  a  register  for   the
recordation  of  the names and addresses of each Working  Capital
Bank  and  the Working Capital Loan Commitment of, and  principal
amount  of  the  Working  Capital Loans owing  to,  each  Working
Capital  Bank from time to time (the "Working Capital Register").
The  entries in the Working Capital Register shall be  conclusive
and  binding  for all purposes, absent manifest  error,  and  the
Borrower,  the  Working Capital Banks, and  the  Working  Capital
Agent may treat each Person whose name is recorded in the Working
Capital  Register  as a Working Capital Bank  hereunder  for  all
purposes of this Agreement. The Working Capital Register shall be
available for inspection by the Borrower, or any Working  Capital
Bank,  at  any  reasonable  time  and  from  time  to  time  upon
reasonable prior notice.

      12.8.     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.

     12.9.     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 AGENT,
THE WORKING CAPITAL 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 Agent, the Working  Capital
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 at its  address
specified  for notices in or pursuant to Section 12.2 hereof,  to
the  Agent at Watson, Farley & Williams, 380 Madison Avenue,  New
York,  NY   10017;  to the Working Capital Agent  at  750  Walnut
Avenue, Cranford, New Jersey 07016; and to the Banks as set forth
on  Schedule  I, such service to become effective 30  days  after
such mailing.

      (c) Nothing contained in this Section 12.9 shall affect the
right  of  the Agent, the Working Capital 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.

      12.10.  Confidentiality.  Each Bank,  the  Working  Capital
Agent  and  the  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  Commitments   or
potential  assignees or participants of the Loans or  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 12.10.

      12.11. 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.

      12.12.  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.

      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:

                         UNION BANK OF NORWAY, as Agent



                                                               By
                        ________________________
                                          Name:
                                          Title:

                         UNION BANK OF NORWAY, as Arranger



                                                               By
                        _________________________
                                          Name:
                                          Title:

                         UNION BANK OF NORWAY, as Bank



                                                               By
                        _________________________
                                          Name:
                                          Title:


                         FIRST UNION NATIONAL BANK



                                                               By
                        ___________________________
                                          Name:
                                          Title:


                         DEN NORSKE BANK ASA, as Co-Arranger



                                                               By
                        __________________________
                                          Name:
                                          Title:


                         DEN NORSKE BANK ASA, as Bank



                                                               By
                        __________________________
                                          Name:
                                          Title:


                         BANQUE NATIONALE DE PARIS OSLO BRANCH

                                       By ______________________
                                          Name:
                                          Title:


                         LANDESBANK SCHLESWIG-HOLSTEIN
                         GIROZENTRALE COPENHAGEN BRANCH


                                       By ______________________
                                             Name:     Nils    E.
                        Emilsson
                                           Title:  Deputy General
                        Manager


                         SUMMIT BANK, as Bank


                                       By ______________________
                                          Name:
                                          Title:


                         SUMMIT BANK, as Working Capital Agent



                                       By ______________________
                                          Name:
                                          Title:


                         SUMMIT BANK, as Documentation Agent



                                       By ______________________
                                          Name:
                                          Title:



Agreement Date:  January 20, 1999
                                                          ANNEX A



                          PRICING GRID

      A.   The Applicable Margin shall be determined quarterly by
reference  to the Margin Ratio (as determined for the  period  of
four  consecutive Fiscal Quarters of the Parent Guarantor  ending
at  the  end of the period covered by the most recently delivered
financial  statements of the Parent Guarantor delivered  pursuant
to  Section 6(g) of the Parent Guaranty, subject to paragraph (B)
below)  and  certain  other conditions all as  set  forth  below;
provided,  however, that in no event shall the Applicable  Margin
be  less  than  1.50% during the period from the  Agreement  Date
through  the  Adjustment  Date  (as  defined  below)  immediately
succeeding June 30, 1999; and provided, further, that if  at  any
time  the Parent Guarantor, in order to comply with Section  8(a)
of  the  Parent Guaranty, relies on proviso (A) or  (B)  of  such
Section  8(a), then the Applicable Margin as determined hereunder
shall be increased by (a) .125% per annum, in the case of proviso
(A),  or (b) .75% per annum, in the case of proviso (B),  and  in
each case such increase shall remain effective until such time as
the  Parent Guarantor no longer relies on proviso (A) or  (B)  to
comply with Section 8(a) of the Parent Guaranty:

                                   Applicable Margin
    Margin Ratio        Eurodollar Loans    Alternate Base Rate
                                           Working Capital Loans
 less than 2.5 and           .875%                 -0.75%
the Equity Ratio at
  such time is at
   least 0.35:1*
   less than 3.5             1.125%                -0.5%
 3.5 or greater but          1.375%                -0.25%
   less than 4.25
4.25 or greater but          1.50%                   0%
   less than 5.25
  5.25 or greater            1.625%                 .25%
*  This pricing not effective until the Adjustment Date following
April 1, 2001.

     B.   Changes in the Applicable Margin resulting from changes
in  the  Margin  Ratio shall become effective on  the  date  (the
"Adjustment Date") that is five (5) Business Days after the  date
on which financial statements are delivered to the Agent pursuant
to  Sections 6(g) (i) and (ii) of the Parent Guaranty (but in any
event  (x) not later than the 50th day after the end of  each  of
the  first three Fiscal Quarters and (y) not later than the  95th
day after the end of each Fiscal Year (but not earlier than March
31))  and  shall  remain in effect until the next  change  to  be
effected pursuant to this paragraph.  If any financial statements
referred  to  above  are not delivered within  the  time  periods
specified  above,  then,  until  such  financial  statements  are
delivered,  the Margin Ratio as at the end of the  fiscal  period
that  would  have been covered thereby shall for the purposes  of
this Pricing Grid be deemed to be 5.25 or greater.

      C.    For  the  avoidance  of doubt,  to  the  extent  that
financial information for periods prior to the Agreement Date  is
necessary in order to determine the Margin Ratio in effect on the
Initial Funding Date and thereafter, the Agent shall refer to the
financial  statements  of  the  Parent  Guarantor  most  recently
delivered pursuant to the Prior UBN Facility.




                                                       Schedule I


FIRST UNION NATIONAL BANK     Lending Office:

                          First Union National Bank
                          1345 Chestnut Street
                          P.O. Box 7618
                          F.C. 1-8-3-18
                          Philadelphia, PA 19101
                          Attn:  Foreign Corporate Department
                                 Stephen E. Stambaugh, V.P.
                          Telephone:    215-973-3791
                          Telecopier:   215-973-6894


                          Address for Notice Purposes:

                          1345 Chestnut Street
                          P.O. Box 7618
                          F.C. 1-8-3-18
                          Philadelphia, PA 19101
                             Attn:     International    Corporate
Department
                                 Stephen E. Stambaugh, V.P.
                          Telephone:    215-973-3791
                          Telecopier:   215-973-6894

                          Address for Service of Process:

                          First Union National Bank
                          Legal Department
                          F. C. 1-1-17-1
                          Broad & Chestnut Streets
                          P.O. Box 7618
                          Philadelphia, PA 19101


DEN NORSKE BANK ASA       Lending Office:

                          Stranden 21
                          0107 Oslo
                          Norway
                          Attn:  Credit Administration
                          Telecopier:  +47-22-48-10-46

                          Address for Notice Purposes:

                          Stranden 21
                          0107 Oslo
                          Norway
                          Attn:  Credit Administration
                          Telecopier:  +47-22-48-10-46

                          Address for Service of Process:

                          Den norske Bank ASA, New York Branch
                          200 Park Avenue
                          New York, NY 10166-0396


SUMMIT BANK               Lending Office:

                          Summit Bank
                          750 Walnut Avenue
                          Cranford, NJ  07016
                          Attn: Syndications/Loan Operations
                          Telephone: (908) 709-5458
                          Telecopier: (908) 931-0399

                          Address for Notice Purposes:

                          Summit Bank
                          750 Walnut Avenue
                          Cranford, NJ 07016
                          Attn: Wayne Trotman, Sr. Vice President
                          Telephone: 908-709-5339
                          Telecopier: 908-709-6433

                          Address for Service of Process:

                          Summit Bank
                          Deposit Services - Elizabeth
                          288 North Broad Street
                          Elizabeth, NJ 07207


UNION BANK OF NORWAY          Lending Office:

                          Union Bank of Norway
                          Kirkegaten 18
                          P.O. Box 1172 Sentrum
                          0107 Oslo
                          Norway
                          Attn:  Loan Administration
                          Telephone:  011-47-22-31-90-50
                          Telecopier: 011-47-22-31-85-58


                          Address for Notice Purposes:

                          Union Bank of Norway
                          Kirkegaten 18
                          P.O. Box 1172 Sentrum
                          0107 Oslo
                          Norway
                          Attn:   Loan Administration
                          Telephone:     +011-47-22-31-90-50
                          Telecopier:    +011-47-22-31-85-58


                          Address for Service of Process:

                          Watson, Farley & Williams
                          380 Madison Avenue, 19th Floor
                          New York, NY 10017
                          Attn:  John S. Osborne, Jr.


LANDESBANK SCHLESWIG-HOLSTEIN
GIROZENTRALE COPENHAGEN
BRANCH                        Lending Office:

                          LB Kiel, Copenhagen Branch
                          Holmeus Kanal 7
                          Postbox 1600
                          1020 Copenhagen
                          Denmark
                          Attn.:  Loan Administrator
                          Telephone:  +45 33 95 01 00
                          Telecopier:  +45 33 95 01 95


                          Address for Notice Purporses:

                          LB Kiel, Copenhagen Branch
                          Holmeus Kanal 7
                          Postbox 1600
                          1020 Copenhagen
                          Denmark
                          Attn.:  Loan Administrator
                          Telephone:  +45 33 95 01 00
                          Telecopier:  +45 33 95 01 95

                          Address for Service of Process:

                          LB Kiel, Copenhagen Branch
                          Holmeus Kanal 7
                          Postbox 1600
                          1020 Copenhagen
                          Denmark
                          Attn.:  Loan Administrator
                          Telephone:  +45 33 95 01 00
                          Telecopier:  +45 33 95 01 95

BANQUE NATIONALE DE PARIS
OSLO BRANCH               Lending Office:

                          Banque Nationale de Paris Oslo Branch
                          Biskop Gunnerus' gt. 2
                          Postboks 106 Sentrum
                          0102 OSLO
                          Norway
                             Attn:    Irene   Stoback   Johansen,
Corporate & International
                           Telephone:   +47 22 82 95 00,  (direct
line: +47 22 82 96 21)
                          Telecopies:  +47 22 41 08 44
                          Email:  irene.johansen@bnpgroup.com

                          Address for Notice Purposes:

                          Banque Nationale de Paris Oslo Branch
                          Biskop Gunnerus' gt. 2
                          Postboks 106 Sentrum
                          0102 OSLO
                          Norway
                             Attn:     Ivar    Stautland,    Loan
Administration
                           Telephone:   +47 22 82 95 00,  (direct
line: 47 22 82 95 61)

                          Address for Service of Process:

                           Banque  Nationale de  Paris  New  York
Branch
                          499 Park Avenue
                          P.O. Box 127 Church Street Station
                          New York, NY 10008
                                                      Schedule II

                          Commitments

The  Banks  listed below will participate in the Credit Agreement
in the following manner:

                                                     
                    Term Loan     Revolving          
                   Commitment      Credit          Sum
      Bank                       Commitment
Union Bank of       30,000,000     60,000,000    90,000,000
Norway
Den norske Bank     28,000,000     57,000,000    85,000,000
ASA
Summit Bank         18,000,000     37,000,000    55,000,000
First  Union         8,000,000     17,000,000    25,000,000
National Bank
Banque Nationale     7,000,000     13,000,000    20,000,000
de Paris Oslo
Branch
Landesbank Kiel      8,000,000     17,000,000    25,000,000
                                                           
Sum                100,000,000    200,000,000   300,000,000


             Portion of Revolving Credit Commitment
          Available as Working Capital Loan Commitment


                                 Working Capital Loan Commitment
                                 
First Union National Bank, N.A.             15,000,000
                                                 
Summit Bank                                 15,000,000
                                            30,000,000


                                              Schedule 7.2(a)(iv)



                Required Consents and Approvals


                              None