Form



Exhibit 10.1e


 

AMENDMENT NO. 3 TO THE

CREDIT AGREEMENT


Dated as of December 18, 2003















AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among ALPHARMA INC., a Delaware corporation ("Holdings"), the banks, financial institutions and other lenders party hereto, and BANK OF AMERICA, as administrative agent and collateral agent (the "Administrative Agent"), as parties to the Credit Agreement referred to below.
PRELIMINARY STATEMENTS:





(1)   Alpharma Operating Corporation, a Delaware corporation (the "Company"), Alpharma USPD Inc., a Maryland corporation (together with the Company and the Subsidiary Borrowers party thereto, the "Borrowers"), Holdings, the Lender Parties and the Administrative Agent have entered into a Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 dated as of December 16, 2002 and Amendment No. 2 dated as of April 3, 2003 (as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement").  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)   Holdings and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1.   Amendments to Credit AgreementThe Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 3, hereby amended as follows:
(a)       Article I is amended by adding the following new terms in alphabetical order:
"Alpharma Sales" means each of the (i)**********, (ii)**********, (iii)*********, (iv)********, (v) Other Sales and (vi) Wynco Sale.

"Amendment No. 3 Effective Date" means the date on which Amendment No. 3 to the Credit Agreement, dated as of December 18, 2003, among Holdings, the Administrative Agent and the Required Lenders, becomes effective pursuant to Section 3 thereof.

"********* Sale" means the sale, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the Equity Interests, properties, assets, rights or other interests constituting or related to ********************.

"********* Sale" means the sale, licensing, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the Equity Interests, properties, assets, rights or other interests constituting or related to ********************.

"******** Sale" means the sale, licensing, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the Equity Interests, properties, assets, rights or other interests constituting or related to ********************.

"*********Sale" means the sale, licensing, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the Equity Interests, properties, assets, rights or other interests constituting or related to ********************.

"Other Sales" means the sale, licensing, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the assets, rights or other interests specified on Schedule 5.02(e).

"Wynco Sale" means the sale, licensing, transfer or other disposition by Holdings or any of its Subsidiaries, in one transaction or series of related transactions, of all or any portion of the Equity Interests, properties, assets, rights or other interests constituting or related to the business conducted by Wynco LLC.







(b)      The definition of "Consolidated EBITDA" in Article I is amended by inserting after clause (l) therein a new clause to read as follows:
"plus (m) all reasonable cash expenses and charges of Holdings or any of its Subsidiaries incurred within 18 months after the Amendment No. 3 Effective Date in connection with any Alpharma Sales plus (n) all cash restructuring charges up to a maximum aggregate amount of $10,000,000 incurred from October 1, 2003 through December 31, 2004 in connection with employee headcount reductions or facility closures related to such headcount reductions.







(c)      The definition of  "Excess Cash Flow" in Article I is amended by inserting after the word "Agreement" within the parenthetical in clause "(c)" therein a new clause to read as follows:     ", but excluding amounts expended constituting Net Cash Proceeds from the Alpharma Sales". 

(d)      The definition of "Specified Sales" in Article I is amended by deleting clause (iv) therein, and relabeling existing clause (v) as new clause (iv).  

(e)      Section 2.06(b)(ii) is amended by inserting at the end of the first sentence thereof a new clause to read as follows:
"; provided further that, with respect to all Net Cash Proceeds received from time to time by Holdings or any of its Subsidiaries from one or more of the Alpharma Sales, the Company shall, subject to Sections 2.06(b)(vii) and (viii), within ten (10) Business Days of receipt of any such proceeds, prepay an aggregate principal amount of the Advances equal to (1) 100% of the first $100,000,000 of aggregate Net Cash Proceeds so received, (2) 50% of all aggregate Net Cash Proceeds so received that are greater than $100,000,000, but less than or equal to $400,000,000 and (3) 25% of all aggregate Net Cash Proceeds so received that are greater than $400,000,000, so long as, with respect to any Net Cash Proceeds that are retained by Holdings or any of its Subsidiaries pursuant to clauses (2) and (3) of this proviso but which are not reinvested in assets used or useful in the business of Holdings or any of its Subsidiaries (which reinvestment, for the avoidance of doubt, includes prepayment of Debt otherwise permitted hereunder) within 300 days after receipt, the Company shall prepay from time to time an aggregate principal amount of the Advances equal to the aggregate amount of such non-reinvested proceeds." 







(f)      Section 4.01 is amended by inserting at the end thereof a new subsection "(z)" to read as follows:
"  (z)  Tax Shelter Regulations.  No Loan Party intends to treat the Advances as being a "reportable transaction" (within the meaning of Treasury Regulation section 1.6011-4).  If any Loan Party determines to take any action inconsistent with such intention, Holdings will promptly notify the Administrative Agent thereof.  Each Loan Party acknowledges that the Administrative Agent and/or one or more of the Lenders may treat the Advances (including Letters of Credit) as part of a transaction that is subject to Treasury Regulation section 1.6011-4 or section 301.6112-1, and the Administrative Agent and such Lender or Lenders, as applicable, may file such IRS forms or maintain such lists and other records as they may determine is required by such Treasury Regulations."







(g)      Section 5.02(b)(iii) is amended by inserting at the end thereof a new subsection "(K)" to read as follows:
"  (K)  Debt in respect of any other Hedge Agreements that have an aggregate Agreement Value not in excess of $20,000,000 at any time outstanding."







(h)      Section 5.02(c) is amended by inserting at the end thereof a new clause to read as follows: 
"; provided that any Specified Sales or Alpharma Sales shall be permitted on the terms otherwise specified herein."







(i)      Section 5.02(d) is amended by inserting at the beginning thereof a new clause to read as follows: 
"Other than to effect an Alpharma Sale, ".







(j)      Section 5.02(e) is amended by inserting at the end thereof a new clause "(x)" to read as follows:
"  (x)  the Alpharma Sales, so long as (A) the purchase price (or licensing or other payments, as applicable) paid for any assets in such Alpharma Sale shall be paid to such Loan Party or such Subsidiary solely in cash and (B) on or prior to the date of the consummation of such Asset Sale, if such Asset Sale involves cash payments by the purchaser in excess of ***********, Holdings shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that such transaction has been approved by the Board of Directors of Holdings and, with respect to any such transaction or series of related transactions involving aggregate payments in excess of $25,000,000, an opinion as to the fairness of such transaction to the applicable Loan Party or Subsidiary from a financial point of view issued by an investment banking firm, accounting firm or appraisal firm of national standing (or, with respect to any sale of real property involving aggregate payments in excess of $25,000,000, a real estate appraisal in customary form); provided that, for the avoidance of doubt, the purchase price in any Alpharma Sale shall be deemed to be paid solely in cash where such purchase price consists solely of cash, but a Loan Party or its Subsidiary retains any liability related to any assets sold or the purchaser of any assets sold assumes any liability related to such assets."







(k)      Section 5.02(f) is amended by inserting at the end thereof a new clause "(xi)" to read as follows:
"  (xi)  the purchase by Alpharma Animal Health Company of the 50% interest in Wynco LLC not owned by such Subsidiary on the Amendment No. 3 Effective Date."







(l)      Section 5.02(j) is amended by inserting at the end thereof a new clause "(vii)" to read as follows:
"(vii)  the repayment, prepayment or redemption of the October Convertible Notes with the Net Cash Proceeds of any Alpharma Sales not required to be applied to prepay Advances pursuant to Section 2.06(b)(ii); provided that at the time of any such repayment, prepayment or redemption of the October Convertible Notes, the Senior Secured Leverage Ratio shall be less than or equal to 1.50:1.00 (calculated on a pro forma basis using Senior Debt as of such date of determination and Consolidated EBITDA of Holdings and its Subsidiaries as specified in the Required Financial Information most recently delivered to the Administrative Agent pursuant to Section 5.03)." 







(m)      Section 5.02(o) is amended by deleting the amount "100,000,000" specified for the Fiscal Year ending in 2004 in the table therein, and substituting the amount "75,000,000" therefor.

(n)      Section 5.03 is amended by inserting at the end thereof a new subsection "(s)" to read as follows:
"  (s)  Tax Shelter Regulations.  Promptly after Holdings has notified the Administrative Agent of any intention by any Loan Party to treat the Advances as being a "reportable transaction" (within the meaning of Treasury Regulation section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form."



(o)      Section 5.04(a) is amended in full to read as follows:
"(a)      Total Leverage Ratio.  Maintain at the end of each Fiscal Quarter of Holdings a Total Leverage Ratio of not more than the amount set forth below for each period set forth below:







	
Measurement Period 
	
Ratio

	
December 31, 2001 to September 30, 2002

December 31, 2002 to September 30, 2003

December 31, 2003 to December 31, 2004

March 31, 2005 and thereafter 
	
5.25:1.0

4.50:1.0

4.00:1.0

3.50:1.0






(p)      Section 5.04(b) is amended in full to read as follows:
"(b)    Senior Secured Leverage Ratio.  Maintain at the end of each Fiscal Quarter of Holdings a Senior Secured Leverage Ratio of not more than the amount set forth below for each period set forth below:







	
Measurement Period 
	
Ratio

	
December 31, 2001 to September 30, 2002

December 31, 2002 to September 30, 2003

December 31, 2003 to December 31, 2004

March 31, 2005 and thereafter
	
3.25:1.0

2.75:1.0

2.25:1.0

2.00:1.0







(q)    Section 5.04(e) is amended by adding to the end thereof a new clause to read as follows:
"less (v) an amount equal to all writedowns for "businesses held for sale" taken in connection with, or any losses taken upon the sale of, the assets, properties and businesses specified in the defined term "Alpharma Sales" plus (vi) an amount equal to all gains taken in connection with the Alpharma Sales." 







(r)      Section 8.10 is amended by adding to the end thereof a new sentence to read as follows:
"Notwithstanding anything herein to the contrary, "Confidential Information" shall not include, and each Loan Party, the Administrative Agent, each Lender and the respective Affiliates of each of the foregoing (and the respective partners, directors, officers, employees, agents, advisors and other representatives of each of the foregoing and their Affiliates) may disclose to any and all Persons, without limitation of any kind (a) any information with respect to the U.S. federal and state income tax treatment of the transactions contemplated hereby and any facts that may be relevant to understanding such tax treatment, which facts shall not include for this purpose the names of the parties or any other Person named herein, or information that would permit identification of the parties or such other Persons, or any pricing terms or other nonpublic business or financial information that is unrelated to such tax treatment or facts, and (b) all materials of any kind (including opinions or other tax analyses) relating to such tax treatment or facts that are provided to any of the Persons referred to above."







(s)      Schedule 5.02(e) is amended and replaced in its entirety by the Schedule 5.02(e) attached hereto.

SECTION 2.   Fees.    On the date hereof, Holdings shall pay to the Administrative Agent, for the benefit of each Lender that executes this Amendment by no later than 5:00 PM (New York time) on Wednesday, December 17, 2003, an upfront fee equal to 0.10% of the aggregate Commitments of each such Lender under the Credit Agreement as of the date hereof.
SECTION 3.    Conditions of Effectiveness     This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by Holdings and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment; and Section 1 of this Amendment shall become effective when and only when the Administrative Agent shall have received (a) the fees specified in Section 2 hereof, and payment of all other accrued fees and expenses of the Administrative Agent (including the reasonable accrued fees and expenses of counsel to the Administrative Agent invoiced on or prior to the date hereof) and (b) all of the following documents, each such document dated the date of receipt thereof by the Administrative Agent (unless otherwise specified), in form and substance satisfactory to the Administrative Agent:



(i)     Counterparts of the Consent appended hereto (the "Consent"), executed by each of the Loan Parties (other than Holdings); 

(ii)    Certified copies of (A) the resolutions of the Board of Directors of (1) Holdings approving this Amendment and the matters contemplated hereby and (2) each other Loan Party evidencing approval of the Consent and (B) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and all other matters contemplated hereby;

(iii)    A certificate signed by a duly authorized officer of Holdings stating that: (A) the representations and warranties contained in Section 4 hereof and in the Loan Documents are true and correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the date of such certificate, and (B) no event has occurred and is continuing that constitutes a Default.
SECTION 4.    Representations and Warranties of Holdings.    Holdings hereby represents and warrants as follows:



(a)    Each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation.

(b)    The execution, delivery and performance by each Loan Party of this Amendment and the Consent, as applicable, to which it is a party, are within such Person's corporate or other powers, have been duly authorized by all necessary corporate or other action and do not (i) contravene such Person's Constitutive Documents, (ii) violate any Requirement of Law, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Collateral Documents,  result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

(c)    No Governmental Authorization, and no other authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Amendment or the Consent.

(d)    This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto.  This Amendment and the Consent are legal, valid and binding obligations of each Loan Party which is a party thereto, enforceable against each such Loan Party in accordance with their respective terms.

(e)    There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or, to the knowledge any Loan Party, threatened before any Governmental Authority or arbitrator that purports to affect the legality, validity or enforceability of this Amendment or the Consent, or the consummation of any of the transactions contemplated hereby.

(f)    The execution, delivery and performance of this Amendment and the Consent do not adversely affect the Liens created under any of the Collateral Documents.



SECTION 5.   Reference to and Effect on the Loan Documents    (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)   The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment,  are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c)   The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 6.   Collateral Releases and Guarantees; Acknowledgment    (a)  The Required Lenders authorize the Administrative Agent and Collateral Agent to release (i) any Lien on any property granted to or held by the Administrative Agent or Collateral Agent under any Loan Document that is sold or to be sold as part of or in connection with the Alpharma Sales and (ii) any Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of the Alpharma Sales.  The Administrative Agent and Collateral Agent are authorized to, at Holdings' expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents, as amended by this Amendment.

(b)   The Collateral Agent and Required Lenders (i) acknowledge that (A) Faulding Holdings Inc. has changed its name to Alpharma Holdings Inc., (B) Faulding Pharmaceuticals Inc. has changed its name to Alpharma Pharmaceuticals Inc. and (C) Faulding Laboratories Inc. has changed its name to Alpharma Branded Products Division Inc. and (ii) confirm that this reference satisfies the notice required to be given in connection with such name changes. 

SECTION 7.    Costs, Expenses    The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 8.04 of the Credit Agreement.  

SECTION 8.    Execution in Counterparts.    This Amendment 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 but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.  

SECTION 9.    Governing Law  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


[remainder of this page intentionally left blank]


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


 
ALPHARMA INC.

By:  /s/ Matthew Farrell

Title: Executive Vice President Finance and Chief Financial Officer


 

BANK OF AMERICA, N.A., 

  as Administrative Agent, Collateral Agent and Lender

By:  /s/ Kevin R. Wagley

Title: Principal

















Agreed as of the date first above written: 

	
CITICORP USA, INC.

By:  /s/ Allen Fisher

Title:    Vice President
	
DEN NORSKE BANK ASA

By:  /s/ Philip F. Kurpiewski

Title:  First Vice President


By:  /s/Henrik Afland

Title:  Senior Vice President

	
FLEET NATIONAL BANK

By:  /s/ Ginger Stohzenthaler

Title:    Managing Director
	
IKB CAPITAL CORPORATION

By:  /s/ David Snyder

Title:    President

	
HSH NORDBANK AG

COPENHAGEN BRANCH

By:  /s/ Steffen Andersen

Title:   Senior Vice President


By:  /s/ Finn Bergmann

Title:   Vice President
	
NATIONAL CITY

By:  /s/ Michael A. Moose

Title:    Account Officer

	
UNION BANK OF NORWAY

By:  /s/ Anders Lagreid

Title:   Group Director
	 




	
ADDISON CDO, LIMITED

By:/s/ Mohan V. Phansalkar

Title:  Executive Vice President
	
AERIES FINANCE-II LTD.

By:/s/ Lynn Tilton

Title:  Manager

	
AIM FLOATING RATE FUND

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
AMARA 2 FINANCE, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
AMMC CDO I, LIMITED

By:/s/ David P. Meyer

Title:  Vice President
	
AMMC CDO II, LIMITED

By:  /s/ David P. Meyer

Title:   Vice President

	
ANTARES CAPITAL CORPORATION

By:/s/ David Mahon

Title:  Director
	
JPMORGAN CHASE BANK

By:  /s/ Leslie Hundley

Title:    Officer

	
APEX (Trimaran) CDO I, LTD.

By:/s/ David M. Millison

Title:  Managing Director
	
ARCHIMEDES FUNDING III, LTD.

By:  /s/ Helen Y. Rhee

Title:    Director

	
ARCHIMEDES FUNDING IV (CAYMAN), LTD.

By:  /s/ Helen Y. Rhee

Title:    Director
	
ATHENA CDO, LIMITED

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
AVALON CAPITAL LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
AVALON CAPITAL LTD. 2

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
BANK OF MONTREAL

By:  /s/ S. Valia

Title:   Managing Director
	
BEAR STEARNS INVESTMENT PRODUCTS INC.

By:  /s/ Keith C. Barnish

Title:   Authorized Signatory

	
BLACK DIAMOND INTERNATIONAL FUNDING, LTD

By: /s/ Alan Corkish

Title:   Director
	
BLACK DIAMOND CLO 1998-1 LTD.

By:/s/ Alan Corkish

Title:  Director

	
BLACK DIAMOND CLO 2000-1 LTD.

By:/s/ Alan Corkish

Title:  Director
	
BRYN MAWR CLO, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President

	
CALLIDUS DEBT PARTNERS CLO FUND II LTD.

By /s/ Mavis Taintor

Title:  Managing Director
	
CANADIAN IMPERIAL BANK OF COMMERCE

By: /s/ Marc Berg

Title:  Authorized Signatory

	
CAPTIVA III FINANCE LTD.

By:/s/ David Dyer

Title:  Director
	
CAPTIVA IV FINANCE LTD.

By:/s/ David Dyer

Title:  Director

	
CARLYLE HIGH YIELD PARTNERS, L.P.

By: /s/ Linda Pace

Title:   Principal
	
CARLYLE HIGH YIELD PARTNERS II, L.P.

By: /s/ Linda Pace

Title:   Principal

	
CARLYLE HIGH YIELD PARTNERS III, L.P.

By: /s/ Linda Pace

Title:   Principal
	
CARLYLE HIGH YIELD PARTNERS IV, L.P.

By: /s/ Linda Pace

Title:   Principal

	
CARLYLE LOAN OPPORTUNITY FUND

By: /s/ Linda Pace

Title:  Principal
	
CENTURION CDO II, LTD.

By: /s/ Leanne Stavrakis

Title:   Director - Operations

	
CENTURION CDO VI, LTD.

By: /s/ Leanne Stavrakis

Title:   Director - Operations
	
CERES II FINANCE LTD.

By:/s/ Lynn Tilton

Title:  Authorized Signatory

	
CHARTER VIEW PORTFOLIO

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
CITIGROUP INVESTMENTS CORPORATE LOAN FUND INC.

By:/s/ Maura K. Connor

Title:  Vice President

	
CLYDESDALE CLO 2001-1, LTD.

By:/s/ Elizabeth MacLean

Title:  Director
	
CLYDESDALE CLO 2003 LTD.

By: /s/ Elizabeth MacLean

Title:  Director

	
COLUMBUS LOAN FUNDING, LTD.

By:/s/ Maura K. Connor

Title:  Vice President
	
DELANO COMPANY

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
DENALI CAPITAL CLO I, LTD

By: /s/ John P. Thacker

Title:   Chief Credit Officer
	
DENALI CAPITAL CLO II, LTD.

By: /s/ John P. Thacker

Title:   Chief Credit Officer

	
DENALI CAPITAL CLO III, LTD.

By: /s/ John P. Thacker

Title:   Chief Credit Officer
	
DIVERSIFIED CREDIT PORTFOLIO LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory

	
EMERALD ORCHARD LIMITED

By: /s/ Michelle Manning

Title:  Attorney In Fact
	
ENDURANCE CLO I, LTD.

By:/s/ Helen Y. Rhee

Title:  Director

	
FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND

By: /s/ John H. Costello

Title:  Assistant Treasurer
	
FLAGSHIP CLO 2001-1

By: /s/ Colleen Cunniffe

Title:   Director

	
FLAGSHIP CLO II

By: /s/ Colleen Cunniffe

Title:   Director
	
FOREST CREEK CLO, LTD.

By: /s/ Dale Burrow

Title:   Senior Vice President

	
GALAXY CLO 1999-1, LTD.

By:/s/ W. Jeffrey Baxter

Title:  Vice President
	
SUNAMERICA LIFE INSURANCE COMPANY

By: /s/ W. Jeffrey Baxter

Title:  Vice President

	
HARBOURVIEW CDO II, LTD.,

By:/s/ Bill Campbell

Title:  Manager
	
HARBOURVIEW CLO IV, LTD, FUND

By:/s/ Bill Campbell

Title:  Manager

	
HARBOURVIEW CLO V, LTD, FUND

By:/s/ Bill Campbell

Title:  Manager
	
HIGHLAND LOAN FUNDING V. LTD.

By: /s/ Todd Travers

Title:   Senior Portfolio Manager

	
INDOSUEZ CAPITAL FUNDING IIA, LIMITED

By: /s/ Jack C. Henry

Title:   Principal and Portfolio Manager
	
ING-ORYX CLO, LTD.

By: /s/ Helen Y. Rhee

Title:   Direcotor

	
INVESCO CBO 2000-1 LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
JISSEKIKUN FUNDING, LTD

By: /s/ Mohan V. Phansalkar

Title:   Executive Vice President

	
JUPITER LOAN FUNDING LLC

By: /s/ Diana M. Himes

Title:   Assistant Vice President
	
KATONAH II, LTD.

By:/s/ Ralph Della Rocca

Title:  Authorized Officer

	
KATONAH III, LTD.

By:/s/ Ralph Della Rocca

Title:  Authorized Officer
	
KZH CYPRESSTREE - 1 LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent

	
KZH ING-2 LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent
	
KZH RIVERSIDE LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent

	
KZH SOLIEL LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent
	
KZH SOLIEL -2 LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent

	
KZH STERLING LLC

By:/s/ Dorian Herrera

Title:  Authorized Agent
	
LOAN FUNDING IV, LLC

By: /s/ Todd Travers

Title:  Senior Portfolio Manager

	
LONG LANE MASTER TRUST IV

By: /s/ Michael J. Sullivan

Title:  Director
	 
	
MADISON AVENUE CDO III LTD

By: /s/ James Dingler

Title:  Director
	
METROPOLITAN LIFE INSURANCE COMPANY

By: /s/ James Dingler

Title:  Director

	
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.

By:  /s/ Michel Prince

Title:    Vice President
	
MOUNTAIN CAPITAL CLO I LTD.

By: /s/ Chris Siddons

Title:   Director

	
MOUNTAIN CAPITAL CLO II LTD.

By: /s/ Chris Siddons

Title:   Director
	
MUIRFIELD TRADING LLC

By: /s/ Diana M. Himes

Title:   Assistant Vice President

	
NEMEAN CLO, LTD.

By:  /s/ Helen Y. Rhee

Title:    Director
	
NOMURA BOND AND LOAN FUND

By:/s/ Elizabeth MacLean

Title:  Director

	
OLYMPIC FUNDING TRUST, SERIES 1999-1

By: /s/ Diana M. Himes

Title:   Authorized Agent 
	
OPPENHEIMER SENIOR FLOATING RATE FUND

By:/s/ Bill Campbell

Title:  Manager

	
ORYX FUNDING LLC

By:  /s/ Diana M. Himes

Title:    Assistant Vice President 
	
PILGRIM CLO 1999-1 LTD.

By:/s/ Michel Prince

Title:  Vice President

	
PIMCO FLOATING RATE INCOME FUND

By: /s/ Mohan V. Phansalkar

Title:  Executive Vice President
	
PROTECTIVE LIFE INSURANCE COMPANY

By:/s/ Diane S. Griswold

Title:  AVP

	
ROSEMONT CLO, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President
	
ROYALTON COMPANY

By: /s/ Mohan V. Phansalkar

Title:   Executive Vice President

	
SAGAMORE CLO LTD.

By: /s/ Thomas H. B. Ewald

Title:   Authorized Signatory
	
SAN JOAQUIN CDO I LIMITED

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
SAWGRASS TRADING LLC

By: /s/ Diana M. Himes

Title:   Assistant Vice President
	
SEQUILS - CENTURION V, LTD.

By:/s/ Leanne Stavrakis

Title:  Director - Operations

	
SEQUILS - CUMBERLAND I, LTD.

By:/s/ Dale Burrow

Title:  Senior Vice President
	
SEQUILS-ING (HBDGM), LTD.

By:  /s/ Helen Y. Rhee

Title:    Director

	
SEQUILS-LIBERTY, LTD.

By:/s/ Thomas H.B. Ewald

Title:  Authorized Signatory
	
SEQUILS-MAGNUM, LTD.

By:/s/ Mohan V. Phansalker

Title:  Executive Vice President

	
SMOKY RIVER CDO, L.P.

By:/s/ Lee Shaiman

Title:  Authorized Signatory
	
SPIRET IV LOAN TRUST 2003-B

By: /s/ Rachel L. Simpson

Title:   Financial Services Officer

	
THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH

By:/s/ Elizabeth A. Quirk

Title:  Vice President
	
THE TRAVELERS INSURANCE COMPANY

By:/s/ Matthew J. McInerny

Title:  Investment Officer

	
TRS I LLC

By:/s/ Deborah O'Keeffe

Title:  Vice President
	
WAVELAND-INGOTS, LTD.

By: /s/ Mohan V. Phansalkar

Title:   Executive Vice President

	
WINGED FOOT FUNDING TRUST

By: /s/ Diana M. Himes

Title:   Authorized Agent
	
WRIGLEY CDO, LTD.

By: /s/ Mohan V. Phansalkar

Title:   Executive Vice President





 

CONSENT
Dated as of December 18, 2003












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

ALPHARMA OPERATING CORPORATION


 

By:  /s/ Robert F. Wrobel

Title:  Secretary


 

ALPHARMA USPD INC. 


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA U.S. INC.


 

By:  /s/ Robert F. Wrobel_

Title: Secretary


 

BARRE PARENT CORPORATION


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

 

 

 

G.F. REILLY COMPANY


 

By:  /s/ Robert . Wrobel

Title: Secretary


 

PARMED PHARMACEUTICALS, INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA EURO HOLDINGS INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA (BERMUDA) INC.


 

By:  /s/ Robert F. Wrobel

Title: 


 

ALPHARMA USHP INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA US PHARMACEUTICAL LLC


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA ANIMAL HEALTH COMPANY


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

 

 

MIKJAN CORPORATION


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA NW INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

NMC LABORATORIES, INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

US ORAL PHARMACEUTICALS PTY LTD


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA HOLDINGS INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA PHARMACEUTICALS INC.


 

By:  /s/ Robert F. Wrobel 

Title: Secretary


 

POINT HOLDINGS INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

 

 

PUREPAC PHARMACEUTICAL HOLDINGS INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

ALPHARMA BRANDED PRODUCTS 

  DIVISION INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary


 

PUREPAC PHARMACEUTICAL CO.


 

By:  /s/ Michael J. Nestor

Title: President


 

ALPHARMA INVESTMENT INC.


 

By:  /s/ Robert F. Wrobel

Title: Secretary














SCHEDULE 5.02(e)

SALES OF ASSETS



land, plant and related assets located at *************************************


land, plant and related assets located at *************************************


land, plant and related assets located at *************************************


building and related assets owned by ***************************************