AMENDMENT NO. 4
TO
CREDIT AGREEMENT
Dated as of April 10, 1997
AMENDMENT NO. 4 dated as of April 10, 1997 among ALPHARMA
U.S. INC., a Delaware corporation (together with its successors
and assigns, the "Borrower"), the BANKS AND FINANCIAL
INSTITUTIONS (the "Banks") party from time to time to the Credit
Agreement (as defined below) and UNION BANK OF NORWAY, as agent
(the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Agent, Union Bank of
Norway, as arranger, and Den norske Bank AS, as co-arranger, are
parties to that certain Credit Agreement dated as of September
28, 1994, as amended by (i) a Consent and Agreement dated as of
December 19, 1994, (ii) an Amendment No. 2 to Credit Agreement
dated as of December 1, 1995 and (iii) an Amendment No. 3 dated
as of February 26, 1997 (as so amended, the "Credit Agreement"),
pursuant to which the Banks made available to the Borrower loan
facilities in the aggregate original principal amount of
$185,000,000;
WHEREAS, pursuant to the aforementioned Amendment No. 3, the
total commitment of the Banks under the Credit Agreement was
reduced from $185,000,000 to $170,000,000;
WHEREAS, the Borrower and the Banks have agreed to amend the
Credit Agreement on the terms and conditions set forth herein in
order to increase the commitment of Summit Bank by $10,000,000
and thereby increase the aggregate amount of the Banks'
commitments under the Credit Agreement from $170,000,000 to
$180,000,000.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto
agree as follows (with terms used herein and not otherwise
defined having the meaning ascribed thereto in the Credit
Agreement):
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
Section 1.1. Amendment of Commitments. (a) Effective on
and as of the dates provided in Table A below, the aggregate of
the Banks' Tranche A Term Commitments, Tranche B Term Commitments
and Revolving Loan Commitments shall be as set forth in the Table
A below and (b) the Ratable Portion of each Bank's individual
Commitments in respect thereof on and as of each such date shall
be as set forth in Tables X-0, X-0 and B-3 below (and on and as
of each such date, all references in the Credit Agreement to
Schedule II shall be deemed to be references to Tables X-0, X-0
and B-3 below, respectively):
TABLE A
Tranche A Term Tranche B Term Revolving Loan
Effective Date Commitments Commitments Commitments
April 10, 1997 $58,500,000 $56,700,000 $64,800,000
June 2, 1997 $0 $56,700,000 $123,300,000
September 3, $0 $0 $180,000,000
1997
TABLE B-1
as of April 10, 1997
Tranche A Tranche B Revolving Total
Name of Bank Term Term Loan Commitment
Commitment Commitment Commitment
Union Bank $29,250,000 $36,450,000 $34,300,000 $100,000,000
of Norway
Den norske $15,750,000 $12,150,000 $12,100,000 $40,000,000
Bank ASA
Summit Bank $13,500,000 $0 $11,500,000 $25,000,000
CoreStates $0 $8,100,000 $ 6,900,000 $15,000,000
Bank, N.A.
TOTAL $58,500,000 $56,700,000 $64,800,000 $180,000,000
TABLE B-2
as of June 2, 1997
Tranche A Tranche B Revolving Total
Name of Bank Term Term Loan Commitment
Commitment Commitment Commitment
Union Bank $0 $36,450,000 $63,550,000 $100,000,000
of Norway
Den norske $0 $12,150,000 $27,850,000 $40,000,000
Bank ASA
Summit Bank $0 $0 $25,000,000 $25,000,000
CoreStates $0 $8,100,000 $ 6,900,000 $15,000,000
Bank, N.A.
TOTAL $0 $56,700,000 $123,300,000 $180,000,000
TABLE B-3
as of September 3, 1997
Tranche A Tranche B Revolving Total
Name of Bank Term Term Loan Commitment
Commitment Commitment Commitment
Union Bank $0 $0 $100,000,000 $100,000,000
of Norway
Den norske $0 $0 $40,000,000 $40,000,000
Bank ASA
Summit Bank $0 $0 $25,000,000 $25,000,000
CoreStates $0 $0 $15,000,000 $15,000,000
Bank, N.A.
TOTAL $0 $0 $180,000,000 $180,000,000
Section 1.7. Agreement Acknowledged and Confirmed. Except
as expressly amended hereby, the Credit Agreement and the other
Loan Documents are hereby ratified and confirmed.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties. The Borrower
represents and warrants as follows:
(a) Due Authorization. The Borrower has the power,
and has taken all necessary action to authorize it, to execute
and deliver this Amendment and to perform this Amendment and the
Credit Agreement as amended by this Amendment in accordance with
their respective terms . This Amendment has been duly executed
and delivered by all necessary action of the Borrower and this
Amendment and the Credit Agreement as amended by this Amendment
are the legal, valid and binding obligations of the Borrower
enforceable in accordance with their respective terms under all
Applicable Law, subject, as to enforcement of remedies, to any
applicable bankruptcy, insolvency or other laws affecting the
enforcement of creditors' rights generally.
(b) Compliance with Law, etc. The execution and
delivery of this Amendment and the performance of this Amendment
and the Credit Agreement as amended by this Amendment in
accordance with their respective terms do not and will not (i)
violate any provision of any applicable laws, orders, rules or
regulations presently in effect or (ii) conflict with, result in
a breach of or constitute a default under the organizational
documents of the Borrower, or any indenture, agreement or
instrument to which the Borrower is a party or by which it or its
properties may be bound.
(c) Governmental Regulation. The Borrower is not
required to obtain any governmental authorizations, consents,
orders or approvals in connection with the execution and delivery
of this Amendment or the performance of the transactions
contemplated by each of this Amendment and the Credit Agreement
as amended by this Amendment.
(d) Validity. There are no proceedings or
investigations pending or, to the best knowledge of the Borrower,
threatened against the Borrower before any court, regulatory
body, administrative agency or other tribunal or governmental
instrumentality (i) asserting the invalidity of the Credit
Agreement as amended by this Amendment, (ii) seeking to prevent
the consummation of any of the transactions contemplated by the
Credit Agreement as amended by this Amendment, (iii) seeking any
determination or ruling that, in the reasonable judgment of the
Borrower, would materially and adversely affect the performance
by the Borrower of its obligations under this Amendment and the
Credit Agreement as amended by this Amendment and (iv) seeking
any determination or ruling that would materially and adversely
affect the validity or enforceability of the Credit Agreement as
so amended.
(e) Representations; No Defaults. The representations
and warranties contained in Article VII of the Credit Agreement
are true and correct, and no Default or Event of Default has
occurred and is continuing.
ARTICLE III
MISCELLANEOUS
Section 3.1. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.
Section 3.2. Counterparts. This Amendment may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
Section 3.3. Severability. Any provision of this Amendment
that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating or affecting
the validity or enforceability of such provision in any other
jurisdiction.
Section 3.4. Loan Document. The parties hereto acknowledge
that this Amendment shall be a "Loan Document" as such term is
defined in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers all as
of the date and year first above written.
ALPHARMA U.S. INC.
By: __________________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Chief
Financial Officer
UNION BANK OF NORWAY, as Agent
By: ___________________________
Name:
Title:
UNION BANK OF NORWAY, as Bank
By: ____________________________
Name:
Title:
CORESTATES BANK, N.A.
By: _________________________
Name:
Title:
DEN NORSKE BANK ASA
By: __________________________
Name:
Title:
SUMMIT BANK
By: ________________________
Name:
Title:
CONSENT OF GUARANTORS
Each of the undersigned acknowledges the foregoing Amendment and
agrees that its obligations under each Loan Document to which it
is a party shall remain unimpaired and in full force and effect.
ALPHARMA INC.
By _______________________
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
ALPHARMA USPD INC.
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Treasurer
PARMED PHARMACEUTICALS, INC.
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Treasurer
NMC LABORATORIES, INC.
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Treasurer
XXXX XXXXX COMPANY, INC.
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Assistant Treasurer
BARRE PARENT CORPORATION
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Treasurer
MIKJAN CORPORATION
By _______________________
Name: Xxxxxx X. Xxxxxxx, XX
Title: Assistant Treasurer
