FINAL EXECUTION COPY
NOTE PURCHASE AGREEMENT
Note Purchase Agreement dated as of March 5, 1998 by
and between Alpharma Inc., a Delaware corporation,
("Alpharma") and A. L. Industrier AS, a Norwegian
corporation, ("Industrier").
WHEREAS Alpharma currently has two classes of
authorized and issued common stock, consisting of Class A
Common Stock, $.20 par value per share, (the "Class A
Stock") and Class B Common Stock, $.20 par value per share,
(the "Class B Stock"); and
WHEREAS Industrier owns a majority of the outstanding
Class B Stock through its wholly-owned subsidiary, Wangs
Fabrik AS ("Wangs"); and
WHEREAS Alpharma desires to strengthen its
financial
position and support certain corporate strategies through
the offering and issuance of Convertible Subordinated Notes
through investment bankers (the "Initial Purchasers") to certain
institutional investors and other qualified purchasers
(the "Offering") and has requested Industrier to
increase its
investment in Alpharma through the purchase of
similar
Convertible Subordinated Notes; and
WHEREAS the Board of Directors of Alpharma has approved
the Offering of up to $115,000,000 principal amount of
Convertible Subordinated Notes having the terms (except
as inapplicable) described in the portion of the draft
of Offering Memorandum attached as Appendix A hereto (the
"A Notes") and the sale and issuance to Industrier of up
to $68,000,000 principal amount of a Convertible
Subordinated Note having substantially the same rights,
terms and conditions as the A Notes and ranking pari
passu with the A Notes but being automatically convertible
into Class B Stock instead of Class A Stock upon the
conversion of a minimum percentage of outstanding A Notes
(the "B Note"); and
WHEREAS Industrier has agreed to make an
additional
investment in Alpharma by subscribing for and purchasing a
newly issued B Note on the terms set forth herein;
NOW THEREFORE the parties agree as follows:
1. Subscription for B Note. Industrier hereby
irrevocably
subscribes for and agrees to purchase from Alpharma, and
Alpharma hereby agrees to issue and sell to Industrier (or
if designated by Industrier, Wangs), (i) a B Note in the
principal amount of $59,000,000 for an aggregate
consideration of $59,000,000 (the "Base Subscription
Consideration") and (ii) if the Initial Purchasers in
the Offering exercise their overallotment option, an
additional B Note (the "Overallotment Note") in the
principal amount equal to the Overallotment Amount for
an aggregate consideration equal to the sum of the
Overallotment Amount plus accrued interest on such
Overallotment Note from the date interest begins
accruing on such Overallotment Note. The
Overallotment Amount shall equal the product (rounded to
the nearest $100,000) of (x) the percentage derived by
multiplying the principal amount of A Notes purchased
by the Initial Purchasers pursuant to their
overallotment option by the
principal amount of the A Notes (excluding notes issued
pursuant to the overallotment option) initially purchased
by the Initial Purchasers in the Offering, multiplied by
(y) $59,000,000. For
example, if the Initial Purchasers purchase $100,000,000 A
Notes in the Offering and then purchase $10,000,000 of A
Notes pursuant to their overallotment option, the
Overallotment Amount shall be $5,900,000. The form of B
Notes shall be substantially the same as Appendix B
hereto, with the interest rate, premium and automatic
conversion price to be inserted being the same as the
interest rate, premium and conversion price of the A Notes.
Such terms of the A Notes shall be determined at the normal
pricing in connection with the Offering of the A Notes.
2. Payment of Subscription Consideration and Issuance
of B
Notes.
a. Industrier shall pay the Base
Subscription Consideration by wire transfer to Alpharma's
account at such bank as Alpharma may designate in United
States funds on the same date that the A Notes are sold
by Alpharma in the Offering (the "Payment Date") and, if
specified by Alpharma, such funds shall be held in
escrow pursuant to the terms of a mutually
satisfactory escrow agreement until, and subject to, the
approval required by the rules of the New York Stock
Exchange for the issuance of the B Notes pursuant to this
Agreement. Upon receipt of the Base Subscription
Consideration, Alpharma shall issue and deliver to
Industrier a B Note in the principal amount of
$59,000,000 in the name of Industrier (or Wangs) or, if
Alpharma has requested payment into escrow as aforesaid,
shall deliver such B Note into such escrow.
b. Industrier shall pay the consideration for
the Overallotment Note by wire transfer to Alpharma's
account at such bank as Alpharma may designate in United
States funds on the same date that the A Notes are sold
pursuant to the overallotment option; provided that
Alpharma shall notify Industrier promptly upon receiving
notice that the overallotment option with respect to the A
Notes has been exercised and further provided that such
funds shall be held in the aforementioned escrow if the
Base Subscription Consideration is then held in such
escrow. Upon receipt of such consideration, Alpharma
shall issue and deliver the Overallotment Note to
Industrier or, if such consideration is held in escrow,
shall deliver such Overallotment Note into such escrow.
c. The B Notes shall contain appropriate
legends to reflect applicable securities law limitations
and the existing Control Agreement, as amended, between
Industrier and Alpharma.
3. Conditions to Purchase of B Note.
a. The obligation of Industrier to purchase
the B Notes as herein provided is subject only to the
conditions (which may be waived by Industrier) that (i)
Industrier shall receive a written legal opinion of
Kirkland & Ellis dated as of the Payment Date stating that
(A) the B Notes has been properly authorized and will,
when issued in accordance herewith, be duly issued and
enforceable in accordance with its terms and (B) the
shares of Class B Stock, when issued upon automatic
conversion of the B Notes, will be properly authorized
and validly issued shares of Class B Stock, with the
rights, privileges and limitations set forth in Alpharma's
Certificate of Incorporation, as amended; and (ii) that the
A Notes were issued and sold by Alpharma pursuant to the
Offering.
b. The obligation of Alpharma to issue the B
Notes as herein provided is subject only to the conditions
(which may be waived by Alpharma) that (i) the A Notes
have been issued and sold by Alpharma pursuant to the
Offering; and (ii) the issuance
and sale of the B Notes to Industrier shall have been
approved by the stockholders of Alpharma if required in
accordance with the rules of the New York Stock
Exchange. Alpharma will use its reasonable best efforts
to cause all conditions in this paragraph 3b to be
fulfilled.
4. Representations, Warranties and Consents .
a. Industrier represents and warrants that it
has
received all information which it has requested
regarding
financial, operational, personnel and other developments
relating to Alpharma, including copies of Alpharma's report
on form 10-K for 1996,
its draft form 10-K for 1997 (with audited financial
statements for 1997), its reports on form 10-Q for the
fiscal
quarters ended March 31, 1997, June 30, 1997 and September
30, 1997, and
information regarding recent discussions regarding
possible acquisitions and other corporate
developments.
Industrier acknowledges that its subscription the for B
Note
hereunder is unconditional and irrevocable (except as
provided in section 3a above) and shall not be affected in
any way by any financial,
operational, personnel or other development (whether
favorable or unfavorable) affecting or threatening to
affect Alpharma. Industrier
further acknowledges that certain
information provided to Industrier regarding Alpharma is
confidential and that through certain common officers
and/or directors Industrier has received or may in the
future receive confidential information relating to
Alpharma, and Industrier hereby agrees to keep all such
information confidential and to
use reasonable effort to cause each officer, director
and employee of Industrier to keep such information
confidential.
b. Industrier represents and warrants that (i)
this
Agreement has been duly authorized, executed and
delivered on
behalf of Industrier and is a valid and binding
agreement of
Industrier, enforceable in accordance with its terms, and
(ii) Industrier (or Wangs) will acquire the B Notes for
investment and without any intent to distribute or resell
any of the B Notes or
the Class B Stock into which the B Notes may be
converted.
Industrier hereby agrees that the B Notes (and the Class B
Stock into which the B Notes may be converted) are
subject in all respects to the Control Agreement, as
amended, between Industrier and Alpharma, provided that the
B Notes may be pledged in whole or part on the same basis
that shares of Class B Stock may be
pledged under the Control Agreement so long as the total
number of shares of
Class B Stock that are pledged and the number of
shares of Class B Stock into which any pledged B Notes
may be
converted shall not aggregate more than 49.9% of the total
of the number of shares of Class B Stock outstanding plus
the number of
shares of Class B Stock into which the B Notes may be
converted. Industrier further agrees not to sell or transfer
the B Notes or
any shares of Class B Stock issuable on conversion thereof
except in compliance with United States securities laws.
c. Alpharma represents and warrants that (i)
this
Agreement has been duly authorized, executed and
delivered on
behalf of Alpharma and is a valid and binding
agreement of
Alpharma, enforceable in accordance with its terms; (ii)
the B Notes have been properly authorized and, when
issued pursuant hereto, will be duly issued and
enforceable in accordance with their terms; (iii) the
shares of Class B Stock, when issued upon conversion of the B Notes,
will be properly authorized and
validly issued shares of Class B Stock, with the
rights, privileges and limitations set forth in Alpharma's
Certificate of Incorporation, as amended; and (iv) the
execution and delivery of this Agreement by Alpharma and its
performance of its obligations hereunder will not breach,
violate or cause a default under any
agreement or commitment binding on Alpharma or Alpharma's
Bylaws or Certificate of Incorporation as amended.
5. Right to Exchange B Note.
a. Alpharma agrees that Industrier shall have
the right, exercisable at any time after October 31, 1999,
upon not less than ten days prior written notice to
Alpharma, to exchange all or part of the B Notes for a like
principal amount of A Notes (with interest payment terms
such that the aggregate interest payments under the B
Notes and A Notes shall not be enlarged or diminished for
any period during which such exchange takes place) which A
Notes shall be issued pursuant to and governed by the
indenture governing the A Notes issued pursuant to the
Offering and such A Notes shall continue to be subject to
all securities law transfer restrictions applicable to the B
Notes until such A Notes have been effectively registered
under the Securities Act of 1933 pursuant to the
registration rights agreement referred to in paragraph 6 of
this Agreement.
b. Industrier agrees that its right to cause
such exchange of B Notes for A Notes shall only be exercised
for the purpose and with the intention of transferring
such A Notes promptly after the
exchange to one or more transferees
unaffiliated with Industrier and Alpharma and that, pending
such transfer, any A Notes held by Industrier shall not be
convertible in Class A Stock at the holder's
discretion but shall be automatically converted into
Class A Stock upon the same event and at the same time
as the B Notes for which such A Notes had been exchanged
shall have been automatically converted. Following
such transfer to an unaffiliated transferee, the A Notes
shall be convertible at the discretion of the holder in the
same manner and with the same effect as other A Notes
issued under the Indenture. Alpharma agrees to use its
reasonable best efforts to cause the Class A Notes issued in
exchange for the B Notes (and the Class A Stock issuable
upon conversion thereof) to be listed on the New York
Stock Exchange as promptly as practicable after
receiving a request for registration pursuant to paragraph
6 of this Agreement.
6. Registration Rights. Alpharma agrees that
Industrier
(or Wangs) as holder of the B Notes shall be entitled to
cause Alpharma at any time after November 1, 1999 to
register under the Securities Act of 1933, as amended, any
of the A Notes received by Industrier or its subsidiaries
upon any exchange provided for in paragraph 5 hereof (or
any Class A Stock into which such A Notes are
convertible). Such registration rights shall be set forth
in a mutually agreeable registration rights agreement which
provides for : (i) one demand registration of at
least
$30,000,000 of securities; (ii) payment by Alpharma of
all reasonable expenses except underwriting
commissions; (iii) Alpharma's right to defer registration
for up to six months for good corporate purposes; (iv)
the selection of
mutually
acceptable managing underwriters; (v) unlimited piggy-
back registration if acceptable to the managing underwriters
and not adverse to Alpharma's interest; (vi) non-
transferability of the registration rights and (vii) such
other terms and conditions as are customary in
private placement registration rights agreements.
The registration rights agreement shall be
consistent with the registration rights agreement referred
to in the Stock Subscription Agreement dated February 10,
1997, and shall be prepared and agreed to as promptly as
practicable.
7. Miscellaneous
a. No Third Party Beneficiaries. This
Agreement
shall not confer any rights or remedies upon any person
other than the parties and their respective successors and
permitted assigns.
b. Entire Agreement. This Agreement (including
the
appendices hereto and documents referred to herein)
constitutes the entire agreement between the parties with
respect to the B Notes and supersedes any prior
understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they related in
any way to the subject matter hereof.
c. Succession and Assignment. This Agreement
shall
be binding upon and inure to the benefit of the parties
named herein and their respective successors and
permitted assigns. Neither Party may assign either this
Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval
of the other party; provided, however, that the Buyer may
assign any or all of its rights and interests (but not its
obligations) hereunder to Wangs.
d. Counterparts. This Agreement may be
executed in
one or more counterparts, each of which shall be
deemed an original but all of which together will
constitute one and the same instrument.
e. Governing Law. This Agreement shall be
governed
by and construed in accordance with the domestic laws of
the State of Delaware without giving effect to any choice or
conflict of law provision or rule (whether of this State
of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than
the State of Delaware.
f. Amendments and Waivers. No amendment of
any
provision of this Agreement shall be valid unless the same
shall be in writing and signed by each party hereto. No
waiver by any party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior
or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such
occurrence.
* * *
IN WITNESS WHEREOF, the parties hereto have
executed
this Note Purchase Agreement
as of the date first above
written. ALPHARMA INC.
By:
Its:
A. L. INDUSTRIER AS
By:
Its:
Appendix B to Note Purchase Agreement
dated as of March 5, 1998
ALPHARMA INC.
[Restrictive Legend Regarding Securities Laws and Control
Agreem ent]
% CONVERTIBLE (CLASS B) SUBORDINATED NOTE DUE 2005
ALPHARMA INC., a Delaware corporation (herein called
the "Company"), for value received, hereby promises to pay
to A.L. INDUSTRIER A.S. or assigns, the principal sum of
______ Million Dollars ($__,000,000) on _______________ ,
2005, and to pay interest thereon as provided below, until
the principal hereof is paid or duly provided for. The
right to payment of principal, premium and interest is
subordinated to the rights of Senior Indebtedness as set
forth in the Indenture referred to below.
The principal hereof may be automatically converted
into shares of Class B Common Stock, $.20 par value
per share ("Class B Stock"), of the Company as
provided below.
1. Interest. The Company promises to pay
interest on the principal amount of this Note at the
rate of _____% per annum.. The Company will pay
interest semi-annually on March __ and September __
of each year commencing September __, 1998. Interest
on this Note will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from the date of this Note. Interest will
be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment. The Company will pay
interest on
this Note to the holder hereof at the close of
business on the applicable interest payment date.
The Holder of this Note must
surrender this Note to the Company to collect
principal payments. The Company will pay principal,
premium if any, and interest at the principal
executive office of the Company in the United States
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts.
However, the Company may pay principal, premium, if
any, and interest by check payable in such money. It
may mail an interest check to a Holder's address in
the records of the Company or by other means
acceptable to the Holder.
3. Indenture. Reference is hereby made to an
Indenture
dated as of March __, 1998 (the "Indenture") between
the Company and the _____________________, as Trustee
which governs certain convertible subordinated notes
having terms substantially the same as this Note but
which are convertible at the holder's discretion into
Class A Common Stock of the Company (such stock
referred to as "Class A Stock" and such notes as
"Class A Notes"). Terms used herein or used in
defined terms herein, including "Senior
Indebtedness", "Indebtedness" and "Change of
Control", which are defined in the Indenture have the
meanings assigned to them in the Indenture (unless
the context otherwise requires). Reference is hereby
also made to the Note Purchase Agreement dated as of
March 5, 1998, between the Company and A.L.
Industrier A.S. (the "Note Purchase Agreement").
4. Optional Redemption. This Note may be redeemed
for
cash on at least 30 and not more than 60 days notice
at the option of the Company on or after March __,
2001 in whole at any time or in part from time to
time, at the redemption prices (expressed as
percentages of principal amount) set forth below,
plus accrued interest, if any, to the redemption
date; provided that this Note may not be redeemed in
whole or part unless the
Company has duly called the Class A Notes for
redemption in accordance with the Indenture on a
redemption date at least five business days earlier
than the redemption date applicable to the Note. The
redemption date shall be determined by the Company.
The redemption price (expressed as a
percentage of principal amount) for the portion of
this Note redeemed on and after 2001 and prior to
___________, 2002 is ___% and the redemption prices
(expressed as percentages of principal amount) are as
follows for the twelve-month period beginning
____________:
Year Percentage
2002
2003
2004
2005
5. Notice of Redemption. Notice of redemption will
be
mailed at least 30 days but not more than 60 days
before the redemption date to the Holder of this Note
at its address on the records of the Company. From
and after the redemption date interest ceases to
accrue on this Note or portions thereof called for
redemption. A call of this Note for redemption shall
not affect or limit any automatic conversion that
occurs on or prior to the redemption date under
paragraph 7 hereof.
6. Repurchase at Option of Holder. In the
event of a
Change in Control with respect to the Company, then
the Holder of this Note shall have the right, at the
Holder's option, subject to the rights of the holders
of Senior Indebtedness, to require the Company to
repurchase this Note or any portion thereof which is
$1,000 or any integral multiple thereof on a business
day (the "Repurchase Date") that is no later than 90
days after the date of such Change in Control, unless
otherwise required by applicable law, at a price
equal to 100% of principal amount of the Note, plus
accrued and unpaid interest to the Repurchase Date.
Within 30 days after the occurrence of the
Change in Control, the Company will give notice of
the occurrence of such Change in Control to the
Holder hereof. Such notice shall include, among
other things, the date by which Holder must notify
the Company of such Holder's intention to exercise
the repurchase option and of the procedure which such
Holder must follow to exercise such right. Exercise
of the repurchase option by the Holder hereof will be
revocable at any time prior to the close of business
on or prior to the Repurchase Date, and the Holder
who submits this Note will be subject to automatic
conversion of this Note into Class B Common Stock as
herein provided prior to close of business on the
Repurchase Date.
7. Automatic Conversion. The principal of
this Note will
automatically convert into shares of Class B Stock
without any act required on the part of the holder
hereof on the close of business on the date (the
"Conversion Date") which is the later of (i) March
__, 2001, or (ii) the Conversion Event Date. The
Conversion Event Date shall be the first business day
following the occurrence of Conversion Event. A
Conversion Event shall mean the conversion of one or
more Class A Notes so that at least 75% in principal
amount of the Class A Notes originally issued under
the Indenture in the Offering (defined in the Note
Purchase Agreement), including any Class A Notes
issued upon exercise of the overallotment option,
shall have been converted (whether on or before the
date of such occurrence) by the holders thereof
into shares of Class A Stock of the Company. The
conversion price is $____ per share, subject to
adjustment in certain events as provided herein. To
determine the number of shares of Class B Stock
issuable upon automatic conversion of this Note,
divide the principal amount hereof by the conversion
price in effect on the conversion date and round the
result to the nearest 1/100th share. The Company
will deliver a check in lieu of any fractional share.
On conversion no payment or adjustment for interest
accrued on this Note will be made. The conversion
price and the number of shares of Class B Stock into
which the Note is convertible shall be adjusted in
the same manner and at the same time as the Class A
Notes are or would be adjusted pursuant to Article
Ten of the Indenture so that the conversion price
under this Note is at all times the same as the
conversion price then applicable to the Class A Notes
(or if the Class A Notes are no longer outstanding on
the Conversion Date, the same as the conversion price
applicable to the Class A Notes would have been if
they had been outstanding on such Conversion Date).
The Company shall promptly give the Holder written
notice of any adjustment in the conversion price.
Such conversion as set forth in the
preceding paragraph shall be automatic on the
Conversion Date specified if a Conversion Event Date
has occurred and from and after the Conversion Date
this Note shall be deemed to be no longer outstanding
and shall represent the number of shares of Class B
Stock into which this Note was converted on such
Conversion Date. To receive stock certificates for
Class B Stock upon automatic conversion of this Note,
the Holder must surrender this Note to the Company,
attention Treasurer, at its principal executive
office in the United States.
Notwithstanding any other provision of this
Note, this Note shall become convertible at the
option of the Holder into shares of Class B Stock in
the same manner, at the same conversion price (as
from time to time adjusted) and with the same effect
as provided in Article Ten of the Indenture with
respect to Class A Stock issuable on conversion of
Class A Notes if and only if the Holder shall be an
assignee of the original Holder of this Note and such
assignee is not an affiliate of the Company.
Except as provided in the preceding
paragraph with respect to an assignee who is not an
affiliate, this Note shall not be converted unless a
Conversion Event shall have occurred.
8. Subordination. This Note is subordinated
in right of
payment, in the same manner and to the same extent as
is set forth in the Indenture with respect to the
Class A Notes, to the prior payment in full of all
Senior Indebtedness. The obligations of the Company
under this Note shall not constitute Senior
Indebtedness under the Indenture nor shall the
obligations of the Company under the Class A Notes
constitute Senior Indebtedness under this Note. The
obligations of the Company under this Note shall rank
pari passu with the Company's obligations under the
Class A Notes. The Holder by accepting this Note
agrees to such subordination and authorizes the
Company or any agent therefor to give it effect. To
the extent necessary to give effect to this paragraph
8, the provisions of Article Twelve of the Indenture
are hereby incorporated by reference but with
references to the Class A Notes referring to this
Note.
9. Transfer and Exchange; Division of Note.
Any transfer
or assignment of this Note is subject to the
limitations and restrictions set forth in the Note
Purchase Agreement. The Company may require the
Holder, among other things, to furnish
appropriate evidence of compliance with such
limitations and restrictions. The Holder may
exchange this Note after October 31, 1999 for a like
principal amount of Class A Notes as set forth in the
Note Purchase Agreement and subject to the
limitations set forth therein. No service charge
shall be made for any transfer or exchange, but the
Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in
connection therewith. The Company need not exchange
or transfer this Note if it has been called for
redemption in whole or in part.
At the Holder's request made at any time
the Company will divide this Note into two or more
Notes having in the aggregate the same principal
amount as this Note, each such Note to be of like
tenor as this Note and to bear such legends as are
borne by this Note. To effect such division the
Holder shall deliver this Note to the Company with
its written request for dividing this Note; provided
that such right to divide this Note shall not limit
or affect the limitations on transfer referred to in
the Note Purchase Agreement or this paragraph 9.
10. Merger or Consolidation. The Company shall
not consolidate with, or merge into, or transfer or
lease all or substantially all of its assets to, any
person unless, among other things, the person is
organized under the laws of the United States or
consents to submit to the jurisdiction of any new
York State or Federal court sitting in the City of
New York, such person assumes by written agreement
all the obligations of the Company under this Note
and after giving effect to the transaction no Default
or Event of Default exists.
Notwithstanding the foregoing, any
subsidiary of the Company may consolidate with, merge
into or transfer all or part of its properties and
assets to the Company or any other subsidiary or
subsidiaries of the Company.
11. Defaults and Remedies. An Event of Default
is: default for 30 days in payment of interest on
this Note; default in payment of principal on the
Note when due; failure by the Company for 60 days
after notice to it to comply with any of its
agreements in this Note, in the Note Purchase
Agreement or in the Indenture; default by the Company
causing acceleration of an aggregate amount of at
least $10,000,000 of Indebtedness of the Company for
borrowed money under any mortgage, indenture or
instrument under which such Indebtedness is issued or
by which such Indebtedness is secured or evidenced
unless within 60 days such acceleration is rescinded
or waived or such Indebtedness is discharged by the
Company; and any event of bankruptcy or insolvency
which would constitute an Event of Default under the
Indenture. If any Event of Default occurs and is
continuing, the Holder hereof may declare all this
Note to be due and payable immediately and upon such
declaration all principal, premium, if any, and
accrued and unpaid interest shall immediately become
due and payable.
12. No Recourse Against Others. No past,
present or future director, officer, employee or
stockholder, as such, of the Company shall have any
liability for any obligations of the Company under
this Note or for any claim based on, in respect of or
by reason of such obligations or their creation.
Each Holder by accepting this Note waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of this
Note.
THE COMPANY WILL FURNISH TO THE HOLDER HEREOF
UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE
INDENTURE. REQUESTS MAY
BE MADE TO:
ALPHARMA INC.
ONE EXECUTIVE DRIVE
FOR LEE, NEW JERSEY 07024
ATTENTION: TREASURER
* * * * *
IN WITNESS WHEREOF, ALPHARMA INC. has
caused this instrument to be duly signed under
its corporate seal.
[SEAL] ALPHARMA INC.
By:
[Title]
By: