Multicurrency Revolving Credit Facility Agreement

between


A L P H A R M A A p S

as Borrower


T H E B A N K S N A M E D H E R E I N


and


D n B N O R B A N K A S A

as Agent


DATED 7 DECEMBER 2005


C O N T E N T S


Page

1.

DEFINITIONS

3

2.

THE LOAN FACILITY

10

3.

PURPOSE

10

4.

CONDITIONS PRECEDENT

10

5.

CURRENCY

12

6.

UNAVAILABILITY

14

7.

INTEREST

15

8.

REPAYMENT

16

9.

PREPAYMENT

17

10.

REPRESENTATIONS, UNDERTAKINGS AND SECURITY

17

11.

CHANGES IN CIRCUMSTANCES

21

12.

FEES AND EXPENSES

22

13.

PAYMENTS

23

14.

EVENTS OF DEFAULT

25

15.

TRANSFER

27

16.

AGENCY

27

17.

NOTICES AND TIME

29

18.

GOVERNING LAW AND JURISDICTION

30


EXHIBIT 1

BANK COMMITMENTS

EXHIBIT 2

FORM OF DRAWDOWN NOTICE

EXHIBIT 3

FORM OF RENEWAL NOTICE

EXHIBIT 4

FORM OF COMPLIANCE CERTIFICATE


This Multicurrency Revolving Credit Facility Agreement (the " Agreement ") is made on 7 December 2005

between:

(1) ALPHARMA ApS of Dalslandsgade 11, P.O. Box 1736, 2300 Copenhagen S, Denmark

(the " Borrower "); and

(2) THE BANKS listed in Exhibit 1 hereto

(the " Banks "); and

(3) DnB NOR BANK ASA of Stranden 21, 0021 Oslo, Norway

(the " Agent ").


1. DEFINITIONS

1.1

As used in this Agreement and in any documents delivered pursuant hereto, the following expressions shall have the following meanings respectively:

" Alternate Currency "

means NOK, EUR and DKK and any currency agreed between the Borrower and the Agent on behalf of the Banks;

" Banking Day "

means a day (i) upon which banks are open for transactions contemplated by this Agreement in (a) Oslo and London, and (b) additionally in relation to payments hereunder the place for provision of funds or due payment and (ii) upon which the Trans-European Automated Real-Time Gross Settlement Express Transfer System (TARGET) or any successor thereto is operating credit or transfer instructions in respect of payments in EUR;

" CIBOR "

(Copenhagen Interbank Offered Rate) means in relation to a Drawing and in respect of any Interest Period (a) the rate per annum equal to the offered quotation for deposits in amounts equal to that Drawing or the Loan (and for periods equal to the Interest Period of that Drawing or the Loan) ascertained by the Agent to be the rate appearing on Reuters' page DKNA 13, published by Reuters through its monitor service or any equivalent successor to such service at or about 11. 00 a.m. (Copenhagen time) on the applicable Quotation Date, or (b) if no such rate is available, the arithmetic mean (rounded upwards if necessary to the nearest 1/16 of one per cent) of the offered rates per annum (as supplied to the Agent at its request) quoted by the Reference Banks to leading banks in the Copenhagen interbank market at or about 11:00 a.m. (Copenhagen time) on the Quotation Date for the offering of DKK deposits for a period comparable to the interest period of the relevant drawing or renewal;

" Commitment "

means USD 95,000,000 or the equivalent thereof (as the same may be reduced from time to time in compliance with Clause 2.5 or Clause 8.2);

" DKK "

means the lawful currency of Denmark;

" Drawdown Date "

means a date upon which a Drawing is advanced to the Borrower;

" Drawing "

means an advance to the Borrower in an amount of not less than USD 5,000,000 and in integral multiples of USD 1,000,000 or the equivalent thereof in Alternate Currency;

" EBITDA "

means the consolidated operating income of the two Business Divisions Active Pharmaceutical Ingredients and International Generics before taxation and net finance charges adjusted for depreciation, amortisation of goodwill and non-cash write offs as reported by the Guarantor in its consolidated financial report for the Business Divisions Active Pharmaceutical Ingredients and International Generics;

" EMU "

means the Economic and Monetary Union as contemplated in the Treaty on European Union;

" EMU Legislation "

means legislative measures of the European Council for the introduction of change over to or operation of a single or unified European currency (whether known as EUR or otherwise), being in part the implementation of the third stage of EMU;

" EUR "

means the single currency unit of the participating member states as described in any EMU Legislation;

" EURIBOR "

means the rate of interest for the relevant Drawing in EUR or renewal expressed as a rate per annum as calculated and published on Reuters page EURIBOR 01 which displays the European Interbank Offered Rate for deposits in EUR for the relevant Interest Period or the nearest equivalent thereto as at or about 11:00 a.m. (Brussels time) on the Quotation Date for such period or if such period or such service is not or shall cease to be available or relevant, such other page or such other service for the purpose of displaying the average European Interbank Offered Rate for EUR as the Agent after consultation with the Banks and the Borrower shall select.

If on any Quotation Date no such quotation for EUR for the relevant period is displayed and the Agent has not selected an alternative service on which a quotation is displayed, Euribor will be the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to the nearest 1/16 of one per cent) of the rates of which deposits in EUR are offered by the Reference Banks at or about 11:00 a.m. (Brussels time) on the Quotation Date to prime banks in the European interbank market for such amount and for such period;

" Event of Default "

means any of the events specified in Clause 14;

" Facility "

means the loan facility, the terms and conditions of which are set out in this Agreement;

" Generic Drug Unit Transaction "

means the sale and purchase contract entered into on 17th October 2005 between Alpharma Inc. as seller and Actavis Group HS as purchaser in respect of the sale and transfer by Alpharma Inc. of all its generic drug business and assets to Actavis Group HF;

" Group "

the Borrower and its subsidiaries;

" Guarantee "

means the guarantee by the Guarantor of all the Borrower's obligations under the Agreement;

" Guarantor "

means Alpharma Inc., a US Delaware company;

" Guarantor Group "

the Guarantor and its subsidiaries;

" Interest Payment Date "

means the last day of each Interest Period;

" Interest Period "

means a period calculated in accordance with the provisions of Clause 7.1 or Clause 13.2;

" Intra-Group Debt "

means any debt incurred by any Group company to another Group company or by any Group company to any company within the Guarantor Group;

" LIBOR "

(London Interbank Offered Rate) means in relation to a Drawing and in respect of any Interest Period (a) the rate per annum equal to the offered quotation for deposits in amounts equal to that Drawing or the Loan (and for periods equal to the Interest Period of that Drawing or the Loan) ascertained by the Agent to be the rate established by the British Bankers' Association and appearing on Reuters page LIBOR 01, published by Reuters through its monitor service or any equivalent successor to such service at or about 11.00 a.m. (London time) on the applicable Quotation Date; or (b) if no such rate is available, the arithmetic mean of the rate per annum at which the Banks are able to acquire USD in the amount and for the Interest Period equal to such Drawing in the London interbank market at or about 11.00 a.m. (London time) on the applicable Quotation Date, as (in the absence of manifest error) conclusively certified by the Agent to the Borrower;

" Loan "

means the aggregate principal amount of the Commitment for the time being advanced and outstanding hereunder;

" Majority Banks "

means Banks representing more than 66.67 % of the Loan from time to time, or, if no principal amount is outstanding hereunder at that time, Banks representing more than 66.67 % of the Commitment from time to time;

" Margin "

means 2.0 % p.a.;

" Maturity Date "

means the date occurring 36 months after the date of this Agreement;

" month(s) "

means a period calculated from any specified day to and including the day numerically corresponding to such specified day (or, if such specified day is the last day or if there shall be no day numerically corresponding to such specified day, the last day) in the relevant subsequent calendar month;

" Net Interest Bearing Debt "

means at any time the aggregate obligations of the Group (other than any Intra-Group Debt) including the capitalised value of any financial lease, less the aggregate freely available cash (and cash-equivalents) held by any member of the Group at such time;

" NIBOR "

(Norwegian Interbank Offered Rate) means in relation to a Drawing and in respect of any Interest Period (a) the rate per annum equal to the offered quotation for deposits in amounts equal to that Drawing or the Loan (and for periods equal to the Interest Period of that Drawing or the Loan) ascertained by the Agent to be the rate appearing on Reuters page NIBO/NIBR, published by Reuters through its monitor service or any equivalent successor to such service at or about 12.00 noon (Norwegian time) on the applicable Quotation Date; or (b) if no such rate is available, the arithmetic mean of the rate per annum at which the Banks are able to acquire NOK in the amount and for the Interest Period equal to such Drawing in the Norwegian interbank market at or about 12.00 noon (Norwegian time) on the applicable Quotation Date, as (in the absence of manifest error) conclusively certified by the Agent to the Borrower;

" NOK "

means the lawful currency of Norway;

" Quotation Date "

means in relation to any Interest Period for which an interest rate is to be determined hereunder (a) the day on which quotations would ordinarily be given in the London interbank market for deposits in the currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period, or (b) if such earlier day is not a Banking Day the preceding Banking Day;

" Reduction Dates "

means the dates occurring 12 months after the date of this Agreement and with six-monthly intervals thereafter up to and including the Maturity Date;

" Reference Banks "

means DnB NOR Bank ASA, Nordea Bank Norge ASA and Danske Bank A/S;

" Security Documents "

means the documents listed in Clause 10.3;

" Taxes "

means any taxes, levies, duties, charges, fees, deductions and withholdings levied or imposed by any governmental or other taxing authority whatsoever;

" Term Date "

means the date occurring one month prior to the Maturity Date;

" Tranche "

means a part of the Commitment or the Loan (as the case may be) drawn and outstanding under the Agreement;

" Treaty on European Union "

means the Treaty of Rome of 25 March 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on 1 February 1992 and came into force on 1 November 1993), as amended from time to time;

" USD "

means the lawful currency of the United States of America.


2. THE LOAN FACILITY

2.1

The Banks shall participate in the Facility on a several basis with the respective percentages of the Commitment as listed in Exhibit 1 hereto.

2.2

No Bank shall have the amount of its participation increased or reduced as a result of the failure of any other Bank to provide the amount of its participation.

2.3

Upon satisfaction of the conditions set out in Clause 4, the Banks shall make the Commitment available to the Borrower during the period from the date hereof up to and including the Term Date.

2.4

Up to the Term Date the Borrower may utilise the Facility on a revolving credit basis, such that any amount repaid prior to the Term Date may be redrawn by the Borrower, subject to the terms and conditions of this Agreement. Not more than six Tranches may be outstanding at any time.

2.5

The Borrower may cancel any undrawn amount of the Commitment in whole or in part by giving not less than 5 Banking Days irrevocable prior written notice of such amount to the Agent. Any amounts cancelled may not be subsequently drawn.

3. PURPOSE

3.1

The Borrower shall apply the Commitment for general corporate purposes including, without limitation, working capital and capital expenditures.


4. CONDITIONS PRECEDENT

4.1 A Drawing may be made on any Banking Day during the period from the date hereof up to and including the Term Date, provided:

(a) the Agent shall have received not less than 5 Banking Days prior to the first proposed Drawdown Date the following in form and content satisfactory to it:

(i) a counterpart of this Agreement duly signed on behalf of the Borrower;

(ii) a company certificate evidencing that the Borrower is duly registered as a private limited company and a copy of its company certificate and articles of association;

(iii) a copy of the resolution of the meeting of the board of directors of the Borrower approving the execution and performance by the Borrower of this Agreement and specifying the persons authorised to sign this Agreement on its behalf;


(iv) the Guarantee;

(v) legal opinion(s) from Danish and US counsels;

(vi) a copy of any consent necessary from governmental or other authorities for the execution of and performance under this Agreement by the Borrower and for the execution of and performance under the Guarantee by the Guarantor;

(vii) subordination statements from any Group company acting as creditor under any Intra-Group Debt;

(viii) a copy of all relevant corporate documents including the resolution of the board of directors of the Guarantor approving the execution and performance by the Guarantor of the Guarantee.

(b) the Agent shall have received not later than 12:00 noon Oslo time on the third Banking Day prior to each proposed Drawdown Date an irrevocable written Drawdown notice substantially in the form of Exhibit 2 attached hereto;

(c) the Agent shall not have received notice from any Bank on the Quotation Date prior to the Drawdown Date that it is unable to obtain deposits in the requested currency(ies) in the relevant interbank market in a sum necessary to fund its participation in the Loan;

(d) to the extent that security shall be provided in accordance with Clause 10.3 below, the Agent shall receive as soon as reasonably possible the following in form and content satisfactory to it:

(i) the Security Documents;

(ii) a copy of the resolution of Alpharma AS approving its execution of the Security Documents to which it is a party;

(iii) copies of the company certificate and by-laws of Alpharma AS;

(iv) all such corporate and/or other documents of any grantor of security as required by the Agent;

(v) legal opinions from such counsels in such jurisdictions as the Agent may reasonably have requested addressing questions or circumstances of relevance to this Facility.

4.2 The Agent may, in its discretion, (i) extend the period for delivery of any of the documents referred to above on such conditions as it thinks fit, and (ii) require any copy document to be certified as a true copy.

4.3 The Agent shall promptly notify each Bank of any notice received pursuant to Clause 4.1 (b) or (c) and of compliance with Clause 4.1 (a), and shall promptly notify the Borrower of any notice received pursuant to Clause 4.1 (c).


5. CURRENCY

5.1 (a) Alternate Currency Request . The Borrower may request by giving to the Agent not less than 5 Banking Days' notice prior to the first day of any Interest Period that all or part of the Loan be outstanding during such Interest Period in an Alternate Currency or Currencies or (if then outstanding in an Alternate Currency) in USD, provided that (i) the total amount to be outstanding in any Alternate Currency shall not be less than the equivalent of USD 5,000,000 or in integral multiples of USD 1,000,000 and (ii) the total amount to be outstanding in all Alternate Currencies shall not be more than the equivalent of USD 60,000,000 and (iii) a maximum of 3 Alternate Currencies may be outstanding at any one time.

(b) Absence of Request . In the absence of any request under this Clause from the Borrower, the Borrower shall be deemed to have requested that any amount to be advanced on a Drawdown Date shall be advanced in USD and that any amount which is to remain outstanding shall remain outstanding in the currency in which it is denominated during the then current Interest Period.

5.2 Notification by Agent . Promptly upon receipt of such request as described in Clause 5.1 (a) above, and in any event not later than 3:00 p.m. Oslo time on the third Banking Day prior to the first day of the relevant Interest Period, the Agent shall notify each Bank of the details thereof.

5.3 Availability of Alternate Currency . In relation to any request by the Borrower relating to an Alternate Currency, the Agent shall at or about 11:00 a.m. London time on the Quotation Date in respect of the relevant Interest Period determine whether or not such Alternate Currency is available to the Banks, and:

(i) if such Alternate Currency is available, the provisions of Clause 5.4 shall apply and the Agent shall determine the amount ...