19017903 v8 AMENDMENT NO. 2 TO THE 1999 CREDIT AGREEMENT AMENDMENT NO. 3 TO PARENT GUARANTY AND CONSENT AMENDMENT dated as of April 19, 2000 among ALPHARMA U.S. INC., a Delaware corporation (the "Borrower"), ALPHARMA INC., a Delaware corporation (the...Credit Agreement • May 8th, 2000 • Alpharma Inc • Pharmaceutical preparations • New York
LOAN AGREEMENT between AL CHEMY AS andLoan Agreement • October 15th, 2001 • Alpharma Inc • Pharmaceutical preparations
PARENT GUARANTY GUARANTY, dated as of January 20, 1999, made by Alpharma Inc., a Delaware corporation (together with its successors and assigns, the "Parent Guarantor"), in favor of the banks (the "Banks") parties from time to time to the Credit...Guaranty • March 26th, 1999 • Alpharma Inc • Pharmaceutical preparations • New York
3- EXHIBIT 1.1 $125,000,000 ALPHARMA INC. 5-3/4% Convertible Subordinated Notes Due 2005 PURCHASE AGREEMENT March 25, 1998 PURCHASE AGREEMENT March 25, 1998 SBC WARBURG DILLON READ INC. CIBC OPPENHEIMER CORP. COWEN & COMPANY c/o SBC WARBURG DILLON...Purchase Agreement • April 10th, 1998 • Alpharma Inc • Pharmaceutical preparations
21- EXHIBIT 4.2 $125,000,000 ALPHARMA INC. 5-3/4% Convertible Notes Due 2005 REGISTRATION RIGHTS AGREEMENT March 25, 1998 SBC WARBURG DILLON READ INC. CIBC OPPENHEIMER CORP. COWEN & COMPANY c/o SBC WARBURG DILLON READ INC. 535 Madison Avenue New York,...Registration Rights Agreement • April 10th, 1998 • Alpharma Inc • Pharmaceutical preparations • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 24th, 1997 • Alpharma Inc • Pharmaceutical preparations • New York
amongCredit Agreement • May 8th, 2000 • Alpharma Inc • Pharmaceutical preparations • New York
betweenRights Agreement • August 27th, 1997 • Alpharma Inc • Pharmaceutical preparations • New York
1 EXHIBIT 99.5 ASCENT PEDIATRICS, INC. REGISTRATION RIGHTS AGREEMENT This Agreement dated as of February 16, 1999 is entered into by and among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), and Alpharma USPD Inc., a Maryland...Registration Rights Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
A-1 2 WHEREAS, the Company, Alpharma, and State Street Bank and Trust Company (the "Depositary") have entered into a Depositary Agreement dated as of February 16, 1999 (the "Depositary Agreement") providing for (i) the terms and conditions pursuant to...Master Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
2 3 such default shall have been cured or waived or shall have ceased to exist. During the continuance of any event of default with respect to any Senior Indebtedness, as such event of default is defined under any such Senior Indebtedness or in any...Subordination Agreement • February 23rd, 1999 • Alpharma Inc • Pharmaceutical preparations
betweenRights Agreement • July 17th, 1997 • Alpharma Inc • Pharmaceutical preparations • New York
ALPHARMA INC. -------------------- DEBT SECURITIES INDENTURE DATED AS OF , 200 [TRUSTEE] 2 PARTIAL CROSS-REFERENCE TABLEIndenture • June 19th, 2000 • Alpharma Inc • Pharmaceutical preparations • New York
betweenSale and Purchase Agreement • July 2nd, 1999 • Alpharma Inc • Pharmaceutical preparations
1 EXHIBIT 10.2Supplemental Agreement • August 27th, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
Exhibit 2 G U A R A N T E E 1. GUARANTEE AL INDUSTRIER ASA of Harbitzalleen 3, 0212 Oslo (the "GUARANTOR") hereby irrevocably and unconditionally guarantee to DEN NORSKE BANK ASA of Stranden 21, Oslo, Foretaksregisteret NO 810 506 482 and GJENSIDIGE...Guarantee • October 29th, 2002 • Alpharma Inc • Pharmaceutical preparations
July 1, 1999 Mr. Einar W. Sissener Alpharma A.S. Harbitzalleen 3 Postboks 158 Skoyen N-0212 Oslo 2 Norway Dear Einar: This letter agreement will delineate the material terms of your compensation arrangements with Alpharma Inc. ("AL") and its...Compensation Agreement • March 29th, 2000 • Alpharma Inc • Pharmaceutical preparations
February 26, 1998 Mr. Gert Munthe Alpharma A.S. Harbitzalleen 3 Postboks 158 Skoyen N-0212 Oslo 2 Norway Dear Gert: This letter agreement will delineate the material terms of your employment by ALPHARMA Inc. ("AL") and its subsidiaries (together, the...Employment Agreement • May 13th, 1998 • Alpharma Inc • Pharmaceutical preparations
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...Note Purchase Agreement • March 9th, 1998 • Alpharma Inc • Pharmaceutical preparations • Delaware
September 24, 1999Resignation Agreement • November 2nd, 1999 • Alpharma Inc • Pharmaceutical preparations
dated as of January 20, 1999, amongCredit Agreement • March 26th, 1999 • Alpharma Inc • Pharmaceutical preparations • New York
EXECUTION COPY AMENDMENT NO. 4 TO CREDIT AGREEMENT AMENDMENT NO. 5 TO PARENT GUARANTY AMENDMENT dated as of June 29, 2000 among ALPHARMA U.S. INC., a Delaware corporation (the "Borrower"), ALPHARMA INC., a Delaware corporation (the "Parent...Credit Agreement • August 7th, 2000 • Alpharma Inc • Pharmaceutical preparations • New York
EXHIBIT 10.2Stock and Asset Purchase Agreement • December 23rd, 2005 • Alpharma Inc • Pharmaceutical preparations
8 - FORM OF CONSENT, AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 4 TO PARENT GUARANTYCredit Agreement • May 8th, 2000 • Alpharma Inc • Pharmaceutical preparations • New York
Page III CONFORMED COPY Dated 30 April 1998 HOECHST AG ALPHARMA (U.K.) LIMITED ALPHARMA INC. AGREEMENT for the sale and purchase of the issued share capital of Cox Investments LimitedAgreement for the Sale and Purchase of Shares • May 22nd, 1998 • Alpharma Inc • Pharmaceutical preparations • England
ALPHARMA INC. By: Its: A. L. INDUSTRIER AS By: Its: AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 10th, 1998 • Alpharma Inc • Pharmaceutical preparations • Delaware
169,900,000 Initial Principal Amount ALPHARMA INC. 3% Convertible Senior Subordinated Notes Due 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 1999 • Alpharma Inc • Pharmaceutical preparations • New York
USD 33,000,000Loan Facility Agreement • October 29th, 2002 • Alpharma Inc • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., ALBERT ACQUISITION CORP. and ALPHARMA INC.Merger Agreement • November 24th, 2008 • Alpharma Inc • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 23, 2008, among KING PHARMACEUTICALS, INC., a Tennessee corporation (“Parent”), ALBERT ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ALPHARMA INC., a Delaware corporation (the “Company”).
CREDIT AGREEMENTCredit Agreement • November 14th, 2001 • Alpharma Inc • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of October 5, 2001 among ALPHARMA OPERATING CORPORATION, a Delaware corporation (the "Company"), ALPHARMA USPD INC., a Maryland corporation ("Alpharma USPD"), ALPHARMA INC., a Delaware corporation ("Holdings"), the other Subsidiaries of the Company as shall become party hereto as provided hereunder (collectively with Alpharma USPD, the "Subsidiary Borrowers", the Subsidiary Borrowers and the Company, individually, a "Borrower" and collectively, the "Borrowers"), THE BANKS, FINANCIAL INSTITUTIONS AND OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF under the caption "Initial Lenders" (the "Initial Lenders") and the other banks, financial institutions and lenders from time to time party hereto, BANK OF AMERICA, N.A. ("Bank of America") as the initial issuer of Letters of Credit (as hereinafter defined) hereunder (the "Initial Issuing Bank") and BANK OF AMERICA, as the provider of the Swing Line Facility (as hereinafter defined) hereunder (the "Swing Line Bank"
December 31, 1995 Mr. David Cohen 1 Chamberlain Court Pomona, NY 10970 Dear David: Since the 1994 Combination Transaction resulted in a new operational structure to ALPHARMA INC. (the "Company"), as well as in your appointment as President of the...Employment Agreement • March 22nd, 1996 • A L Pharma Inc • Pharmaceutical preparations
Page 5 March 14, 1996 Mr. Einar W. Sissener ALPHARMA AS Harbitzalleen 3 Postboks 158 Skoyen N-0212 Oslo, Norway Dear Einar: This letter agreement will delineate the material terms of your employment by ALPHARMA INC. ("AL") and its subsidiaries...Employment Agreement • March 22nd, 1996 • A L Pharma Inc • Pharmaceutical preparations
* * * * IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.Stock Subscription and Purchase Agreement • July 3rd, 1997 • Alpharma Inc • Pharmaceutical preparations
ASCENT PEDIATRICS, INC. SECOND SUPPLEMENTAL AGREEMENT Date: October 15, 1999 SECOND SUPPLEMENTAL AGREEMENT (the "Agreement") dated as of October 15, 1999 among Ascent Pediatrics, Inc., a Delaware corporation (the "Company"), Alpharma USPD Inc., a...Second Supplemental Agreement • November 2nd, 1999 • Alpharma Inc • Pharmaceutical preparations • Delaware
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 15th, 2008 • Alpharma Inc • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of April 19, 2007 as amended by Amendment No. 1 dated December 5, 2008 (as further amended, supplemented or otherwise modified from time to time, this “Agreement”), among KING PHARMACEUTICALS, INC., a Tennessee corporation (the “Borrower”); the Lenders (as defined in Article I); CREDIT SUISSE, a bank organized under the laws of Switzerland, acting through its Cayman Islands Branch, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent” and the “Collateral Agent”), and as swingline lender (in such capacity, the “Swingline Lender”), Bank of America, N.A. and UBS Securities LLC, as co-syndication agents (in such capacity, “Co-Syndication Agents”); Citigroup Global Markets Inc., Wachovia Bank, National Association and The Royal Bank of Scotland plc, as co-documentation agents (in such capacity, the “Co-Documentation Agents”); U.S. Bank National Association, as managing agent (in such capacity, the “Managing Agent
