EXHIBIT II
4,740,500 Shares of Alpharma Inc.
Share Pledge Agreement
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This SHARE PLEDGE AGREEMENT, dated March 30, 1998 (this "Agreement"),
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is made and entered into by and between Wangs Fabrik AS, a corporation organized
and existing under the laws of the Kingdom of Norway (the "Pledgor"), and Den
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norske Bank ASA ("DnB"), a banking corporation organized and existing under the
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laws of the Kingdom of Norway, as agent (in such capacity, the "Secured Party")
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for itself and the banks and financial institutions listed on Exhibit 1 to the
Loan Agreement defined below (collectively, the "Lenders").
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W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, AL Industrier AS, a corporation organized and existing under
the laws of the Kingdom of Norway (the "Borrower"), has entered into the Loan
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Facility Agreement, dated March 30, 1998 (the "Loan Agreement"), with the
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Secured Party and the Lenders;
WHEREAS, all capitalized terms used herein and not defined herein
shall have the respective meanings accorded to them in the Loan Agreement;
WHEREAS, the Pledgor is a wholly owned subsidiary of the Borrower and,
in order to induce the Secured Party and the Lenders to enter into the Loan
Agreement and to perform their respective obligations thereunder, has agreed to
enter into this Agreement and to pledge the Pledged Shares (as such term is
hereinafter defined) in order to secure the Obligations (as such term is
hereinafter defined); and
WHEREAS, pursuant to Clause 8.3(b) of the Loan Agreement, the Borrower
has agreed to cause the Pledgor to grant to the Secured Party a first priority
pledge of, in and over the securities identified in Exhibit 1 to this Agreement
(all such securities are collectively hereinafter referred to as the "Pledged
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Shares") in order to secure the obligations of the Borrower under the Loan
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Agreement;
NOW THEREFORE, in consideration of the premises and in order to induce
the Lenders to extend the Loan to the Borrower, the Secured Party and the
Pledgor hereby agree as follows:
SECTION 1. Pledge. The Pledgor hereby pledges, assigns,
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hypothecates, transfers and delivers to the Secured Party, and grants to the
Secured Party a security interest in, the Pledged Shares, and in any
certificates which evidence such Pledged Shares, and, except as expressly set
forth in Section 3(c) of this Agreement, in all proceeds thereof and therefrom
(collectively, the "Pledged Collateral").
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SECTION 2. Security for Obligations. This Agreement secures the
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payment and performance of all obligations of the Borrower now or hereafter
existing under the Loan Agreement, whether for principal, interest, fees,
expenses or otherwise, and all obligations of the Pledgor now or hereafter
existing under this Agreement (all such obligations of the Pledgor and Borrower
are collectively referred to in this Agreement as the "Obligations").
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SECTION 3. Delivery of Pledged Collateral.
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(a) Certificated Shares. All certificates or instruments which
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represent or evidence the Pledged Shares shall, simultaneously with the
execution and delivery of this Agreement by the Pledgor, be delivered by the
Pledgor to, and be held by or on behalf of, the Secured Party pursuant hereto,
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. The Secured Party shall have the
right, so long as an Event of Default shall have occurred and be continuing (i)
to transfer to or to register in the name of the Secured Party or its nominee
any or all of the Pledged Collateral, subject to the restrictions on Transfer
set forth in Section 12(a)(ii) hereof, and (ii) to exchange certificates or
instruments representing or evidencing the Pledged Collateral for certificates
or instruments of smaller or larger denominations.
(b) Notice to Alpharma Inc. Pledgor shall, upon execution and
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delivery of this Agreement, notify the issuer of the Pledged Shares, Alpharma
Inc., a Delaware corporation ("Alpharma"), in writing of its pledge of the
Pledged Shares and request in writing that Alpharma take all such action, if
any, as may be necessary or required under the laws of the State of Delaware to
give full and complete legal force, effect and recognition to the creation and
perfection of the pledge of the Pledged Shares contemplated under this
Agreement.
(c) Voting Rights. While the Pledged Shares are in the possession of
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the Secured Party and unless and until an Event of Default shall have occurred,
the Pledgor shall retain ownership of and each and all of the voting rights,
dividend rights, liquidation rights and other rights of the Pledged Shares
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subject to the lien and security interest granted to the Secured Party.
SECTION 4. Representations, Warranties and Covenants of the Pledgor.
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The Pledgor represents and warrants, and so long as this Agreement is in effect,
shall be deemed continuously to represent and warrant, that (a) it is the legal
record and beneficial owner of, and has good and (subject to applicable
securities laws) marketable title to, the Pledged Shares, subject to no lien or
encumbrance whatsoever, except the lien created by this Agreement; (b) it has
full power, authority and legal right to pledge all the Pledged Shares pursuant
to this Agreement; (c) this Agreement has been duly authorized, executed and
delivered by the Pledgor and constitutes a legal, valid and binding obligation
of the Pledgor enforceable in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law); (d) no
consent of any other person (including, without limitation, stockholders or
creditors of the Pledgor), and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority, domestic or foreign, is required
to be obtained by the Pledgor in connection with the execution, delivery and
performance of this Agreement, other than those that have been obtained prior to
the date hereof and other than filings for disclosure purposes pursuant to the
Securities Exchange Act of 1934; (e) the execution, delivery and performance of
this Agreement will not violate any provisions of any applicable law or
regulation or of any order, judgment, writ, award or decree of any court,
arbitrator or governmental authority, domestic or foreign, or of the certificate
of incorporation or by-laws of Alpharma or of the Pledgor, or of any securities
issued by the Pledgor, or of any mortgage, indenture, lease, contract, or other
agreement, instrument or undertaking to which the Pledgor is a party, or which
purports to be binding upon the Pledgor or upon any of its assets, and will not
result in the creation or imposition of any lien or other encumbrance on any of
the assets of the Pledgor except as contemplated by this Agreement; (f) all of
the Pledged Shares have been duly and validly issued, are fully paid and non-
assessable; (g) neither the use of proceeds received by the Borrower under the
Loan Agreement, nor the pledge of the Pledged Shares under this Agreement,
violates Regulation G, T, U or X of the Board of Governors of the United States
Federal Reserve System as now or from time to time hereafter in effect; (h) the
pledge of the Pledged Shares and the perfection of such pledge, as contemplated
in Section 3 of this Agreement, creates a legal, valid and enforceable lien on,
and a first perfected security interest in, the Pledged Shares and the
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proceeds thereof and therefrom, subject to no prior lien or other encumbrance,
or to any agreement purporting to grant to any third party a lien or other
encumbrance on the property or assets of the Pledgor which would include the
Pledged Shares; and (i) neither the Pledgor nor the Borrower is an "investment
company" as such term is defined in Section 3 of the Investment Company Act of
1940. The Pledgor covenants and agrees that it will (i) defend the Secured
Party's right, title and security interest in and to the Pledged Collateral
against the claims and demands of all entities, and (ii) have like title to and
right to pledge any other property at any time hereafter pledged to the Secured
Party as Pledged Collateral hereunder, and will likewise defend the Secured
Party's right thereto and security interest therein.
SECTION 5. Further Assurances. The Pledgor agrees that at any time
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and from time to time, at its expense it will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Secured Party may reasonably request, in
order to perfect and protect the security interest intended to be granted
hereby, and to enable the Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any of the Pledged Collateral.
SECTION 6. Voting Rights. Upon the occurrence and during the
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continuance of an Event of Default, all rights of Pledgor to exercise the voting
and other consensual rights which it would otherwise be entitled to exercise
shall cease, and all such rights shall thereupon become vested in the Secured
Party, which shall thereupon have the sole right to exercise such voting and
other consensual rights.
SECTION 7. Stock Dividends and Distributions. If, while this
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Agreement is in effect, the Pledgor shall become entitled to receive or shall
receive any additional securities representing a stock dividend upon (or a
distribution in connection with any reclassification or increase or reduction of
capital by, or issued in connection with any reorganization of, Alpharma), or in
addition to, in substitution of, or in exchange for, any Pledged Shares, or
otherwise, the Pledgor agrees to accept the same and to hold the same in trust
on behalf of and for the benefit of the Secured Party and to pledge the same
forthwith to the Secured Party in accordance with the terms and provisions of
this Agreement, as additional Pledged Collateral to secure the Obligations. Any
sums paid upon or in respect of the Pledged Shares upon the liquidation or
dissolution of Alpharma shall similarly be paid over to the Secured Party to be
held by it as additional Pledged Collateral for the Obligations.
SECTION 8. Transfers and Other Liens. The Pledgor agrees that it
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will not (i) sell or otherwise dispose of, or grant any option or warrant with
respect to, any of the Pledged
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Collateral or enter into any agreement to do any of the foregoing, or (ii)
create or permit to exist any lien or other encumbrance upon or with respect to
any of the Pledged Collateral, except for liens or other encumbrances in favor
of the Secured Party.
SECTION 9. Secured Party Appointed Attorney-in-Fact. The Pledgor
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hereby appoints the Secured Party attorney-in-fact, with full authority in the
place and stead of Pledgor and in the name of Pledgor or otherwise, from time to
time in the Secured Party's discretion, to take any action and to execute any
instrument which the Secured Party may deem necessary or advisable to accomplish
any of the purposes expressly set forth in this Agreement, including, without
limitation, if and only if an Event of Default has occurred and is continuing,
to receive, endorse and collect all instruments made payable to Pledgor
representing any dividend, interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same.
SECTION 10. Secured Party May Perform. If Pledgor fails to perform
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any agreement contained herein, the Secured Party may itself perform, or cause
the performance of, such agreement, and the expenses of the Secured Party
incurred in connection therewith shall be payable by Pledgor under Section 17 of
this Agreement.
SECTION 11. Reasonable Care. The Secured Party shall be deemed to
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have exercised reasonable care in the custody and preservation of any Pledged
Collateral in its possession if the Pledged Collateral is accorded treatment
substantially equal to that which the Secured Party accords its own property, it
being understood that the Secured Party shall not have any responsibility for
(i) ascertaining or taking action with respect to conversions, exchanges, tender
offers or other matters relative to any of the Pledged Collateral, whether or
not the Secured Party has or is deemed to have knowledge of such matters, or
(ii) taking any necessary steps to preserve rights against any entity with
respect to any of the Pledged Collateral.
SECTION 12. Remedies upon Default. (a) Upon the occurrence and
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during the continuance of any Event of Default under the Loan Agreement, the
Secured Party without demand of performance or other demand, advertisement or
notice of any kind (except the notice specified below of time and place of
public or private sale) to or upon the Pledgor or any other entity (all and each
of which demands, advertisements and notices are hereby expressly waived by the
Pledgor), may (i) forthwith collect, receive, appropriate and realize upon the
Pledged Collateral, or any part thereof, and (ii) if an Event of Default is
continuing after expiration of all applicable grace cure periods under the Loan
Agreement (the "Default Cure Period") forthwith sell,
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assign, give option or options to purchase, contract to sell or otherwise
dispose of and deliver (each, a "Transfer") the Pledged Collateral, or any part
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thereof, in one or more parcels at public or private sale or sales, at any
exchange, broker's board or at the Secured Party's offices or elsewhere, (A)
upon such terms and conditions as the Secured Party may deem advisable, (B) at
such prices as the Secured Party may deem best, (C) for cash or on credit or for
future delivery without assumption of any credit risk, (D) with the right to the
Secured Party upon any such sale or sales, public or private, to purchase the
whole or any part of the Pledged Collateral so sold, free of any right or equity
of redemption in the Pledgor, which right or equity is hereby expressly waived
and released by the Pledgor, and (E) provided that prior to any such Transfer,
the Secured Party shall give written notice thereof to the Board of Directors of
Alpharma.
(b) The Secured Party hereby acknowledges that the Pledgor is a
"control person" (as such term is defined in Rule 405 of the Securities Act of
1933, as amended (the "Securities Act")) of Alpharma, the issuer of the Pledged
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Shares. As such, the Secured Party acknowledges that any Transfer of such
Pledged Shares by the Secured Party might require registration under the
Securities Act of 1933. In any event, the Secured Party hereby covenants that
it shall not make any Transfer of the Pledged Shares in a manner which conflicts
with the Securities Act.
(c) The Secured Party shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all costs and expenses of every kind incurred therein or incidental to
the care, safekeeping or otherwise of any and all of the Pledged Collateral or
in any way related to the rights of the Secured Party hereunder, including
reasonable attorneys' fees and legal expenses, to the payment in whole or in
part, of the Obligations, in such order as the Secured Party may elect, and only
after so paying over such net proceeds and after the payment by the Secured
Party of any other amount required by any provision of law, need the Secured
Party account for the surplus, if any, to the Pledgor. After the Default Cure
Period has lapsed and the Secured Party intends to exercise its remedy under
Section 12(a)(ii) hereof, the Pledgor agrees that the Secured Party need not
give more than five days notice of the time and place of any public sale, or of
the time after which a private sale or other intended disposition is to take
place, and that such notice is reasonable notification of such matters. No
notification need be given to the Pledgor if it has signed after default a
statement renouncing or modifying any right to notification of sale or other
intended disposition. In addition to the rights and remedies granted to it in
this Agreement and in any other instrument or agreement securing, evidencing or
related to any of the Obligations, the Secured Party shall have all the rights
and remedies of a secured party under applicable law. The Pledgor
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shall remain liable for any deficiency if the proceeds of any sale or other
disposition of the Pledged Collateral are insufficient to pay all the
Obligations and all other amounts to which the Secured Party is entitled, and
shall also be liable for the fees of any attorneys employed by the Secured Party
to collect such deficiency.
(d) Instead of exercising the power of sale provided in Section
12(a)(ii) hereof, the Secured Party may proceed by a suit or suits at law or in
equity to foreclose the pledge under this Agreement and sell the Pledged
Collateral or any portion thereof under a judgment or decree of a court or
courts of competent jurisdiction.
(e) The Secured Party, as attorney-in-fact pursuant to Section 9
hereof may, in the name and stead of the Pledgor, make and execute all
conveyances, assignments and transfers of the Pledged Collateral sold pursuant
to Section 12(a) hereof or Section 12(b) hereof, and the Pledgor hereby ratifies
and confirms all that the Secured Party, as said attorney-in-fact, shall so do
by virtue hereof. Nevertheless, the Pledgor shall, if so requested by the
Secured Party, ratify and confirm any sale or sales by executing and delivering
to the Secured Party, or to any purchaser or purchasers of the Pledged
Collateral, all such instruments as may, in the judgment of the Secured Party,
be advisable for the purpose.
(f) The receipt of the Secured Party for the purchase money paid at
any such sale made by it shall be a sufficient discharge therefor to any
purchaser of the Pledged Collateral, or any portion thereof, sold as aforesaid;
and no such purchaser (or the representatives or assigns of such purchaser),
after paying such purchase money and receiving such receipt, shall be bound to
see to the application of such purchase money or any part thereof, or in any
manner whatsoever be answerable for any loss, misapplication or nonapplication
of any such purchase money, or any part thereof, or be bound to inquire as to
the authorization, necessity, expediency or regularity of any such sale.
(g) No sale or other disposition of all or any part of the Pledged
Collateral by the Secured Party pursuant to this Agreement shall be deemed to
relieve the Pledgor or the Borrower of its obligations in respect of any
Obligations except to the extent the proceeds thereof are applied by the Secured
Party to the payment of such Obligations.
SECTION 13. Secured Party's Right of Set-off. Pledgor recognizes and
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agrees that with respect to any time or other deposit, certificate of deposit or
any other balance of account standing to the credit of Pledgor on the books of
the Secured Party wherever located, the Secured Party has a right of set-off to
the full extent permitted by law. Pledgor further agrees that
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the Secured Party may exercise such right of set-off at any time when an Event
of Default under the Loan Agreement shall occur, regardless of the stated
maturity of any time deposit or other such credit balance.
SECTION 14. Registration Rights. (a) If the Secured Party shall
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determine to exercise its right to sell all or any of the Pledged Collateral
pursuant to Section 12(a)(ii) of this Agreement, Pledgor agrees that, upon
request of the Secured Party, Pledgor will, at its own expense, use its best
efforts to cause Alpharma to:
(i) execute and deliver all such instruments and documents, and
do or cause to be done all such other acts and things, as may be necessary
or, in the opinion of the Secured Party, advisable to register such Pledged
Collateral under the provisions of the United States Securities Act of
1933, as amended, and any rules or regulations promulgated thereunder (the
"Securities Act"), and to cause the registration statement related thereto
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to become effective and to remain effective for such period as prospectuses
are required by law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus which, in the opinion of
the Secured Party, are necessary or advisable, all in conformity with the
requirements of the Securities Act;
(ii) use its best efforts to qualify the Pledged Collateral under
the state securities or "Blue Sky" laws and to obtain all necessary
governmental approvals for the sale of the Pledged Collateral, as requested
by the Secured Party;
(iii) to make available to security holders, as soon as
practicable, an earnings statement which will satisfy the provisions of
Section 11(a) of the Securities Act; and
(iv) do or cause to be done all such other acts and things as may
be necessary to make such sale of the Pledged Collateral or any part
thereof valid and binding and in compliance with applicable law.
(b) Pledgor agrees to indemnify, pay and hold the Secured Party and
each underwriter (within the meaning of Section 2(11) of the Securities Act) and
the officers, directors, employees and agents of the Secured Party and each
underwriter and each Person controlling (within the meaning of the Securities
Act) the Secured Party or any underwriter (collectively called the
"Indemnitees") harmless from and against, any and all liabilities, obligations,
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losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and disbursements of
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any kind or nature whatsoever (including, without limitation, the reasonable
fees and disbursements of counsel for such Indemnitees in connection with any
investigative, administrative or judicial proceeding, whether or not such
Indemnitee shall be designated a party thereto), which may be imposed on,
incurred by, or asserted against such Indemnitee, in any manner related to or
arising out of any actual or alleged untrue statement of any material fact
contained in any such registration statement or qualification statement or any
similar document, or any part thereof or amendment or supplement thereto, or any
actual or alleged omission to state any material fact required to be stated in
any such registration statement, qualification statement or any similar
document, or any part thereof or amendment or supplement thereto, or necessary
to make the statements contained therein not misleading (the "Indemnified
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Liabilities"); provided that Pledgor shall have no obligation to an Indemnitee
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hereunder with respect to Indemnified Liabilities on account of any actual or
alleged untrue statement contained in, or any actual or alleged omission from,
any information furnished in writing to Pledgor by such person specifically for
use in such registration statement, qualification statement, or similar
document. To the extent that the undertaking to indemnify, pay and hold
harmless set forth in the preceding sentence may be unenforceable because it is
violative of any law or public policy, Pledgor shall contribute the maximum
portion which it is permitted to pay and satisfy under applicable law to the
payment and satisfaction of all Indemnified Liabilities incurred by the
Indemnitees or any of them. All obligations provided for in this paragraph of
Section 14 shall survive the repayment of the Loan, the termination of this
Agreement and the Loan Agreement, and the discharge or repayment of the
Obligations. Pledgor further acknowledges the impossibility of ascertaining the
amount of damages which would be suffered by the Secured Party by reason of the
failure by Pledgor to perform any of the covenants contained in this Section
and, consequently, agrees that, if Pledgor shall fail to perform any of such
covenants, it shall pay, as liquidated damages and not as a penalty, an amount
equal to the lesser of (i) the value of the Pledged Collateral on the date the
Secured Party shall demand compliance with this Section less the proceeds of the
sale of any of the Pledged Collateral pursuant to this Section 14, or (ii) the
Obligations. Upon such payment, the Secured Party will deliver to Pledgor any
part of the Pledged Collateral with respect to which such payment is made.
SECTION 15. Private Sale. Subject to the restrictions on Transfers
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of the Pledged Shares set forth in Section 12(a)(ii) hereof, (a) the Pledgor
recognizes that the Secured Party may be unable to effect a public sale of any
or all the Pledged Shares, by reason of certain prohibitions contained in the
Securities Act, and accordingly that the Secured Party may be compelled to
resort to one or more private sales thereof to a restricted group of purchasers
who will be obliged to agree, among other things,
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to acquire such securities for their own account, for investment and not with a
view to the distribution and resale thereof. The Pledgor acknowledges and
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner, and waives any claims against the Secured Party
arising by reason of the fact that the price at which the Pledged Shares may be
sold in a private sale may be less than the price which might have been obtained
in a public sale or was less than the aggregate amount of the Obligations or the
stock exchange market price of the Class A shares of common stock of Alpharma,
even if the Secured Party accepts the first offer received and does not offer
the Pledged Shares to more than one possible Purchaser. The Secured Party shall
be under no obligation to delay a sale of any of the Pledged Collateral for the
period of time necessary to permit the registration of such securities for
public sale under the Securities Act, or under applicable state securities laws.
(b) The Pledgor agrees to use its best efforts to do or cause to be
done all such other acts and things as may be necessary to make such sale or
sales of any portion of or all the Pledged Collateral valid and binding and in
compliance with any and all applicable laws, regulations, orders, writs,
injunctions, decrees or awards of any and all courts, arbitrators or
governmental instrumentalities, domestic or foreign, having jurisdiction over
any such sale or sales, all at the Pledgor's expense. The Pledgor further
agrees that a breach of any of the covenants contained in this Section 15 will
cause irreparable injury to the Secured Party, that the Secured Party has no
adequate remedy at law in respect of such breach and, as a consequence, agrees
that each and every covenant contained in this paragraph shall be specifically
enforceable against the Pledgor. The Pledgor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants
except for a defense that no Event of Default has occurred under the Loan
Agreement.
SECTION 16. Severability. Any provision of this Agreement which is
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prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
SECTION 17. Indemnity and Expenses. Pledgor shall on demand
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indemnify the Secured Party from and against any and all claims, losses and
liabilities growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement). Pledgor shall upon demand pay to
the Secured Party the amount of any and all expenses, including the fees and
expenses of its counsel and of any experts and agents, which the
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Secured Party may incur in connection with (i) the preparation and
administration of this Agreement, (ii) the custody or preservation of, or the
sale of, collection from, or other realization upon, any of the Pledged
Collateral, (iii) the exercise or enforcement of any of the rights of the
Secured Party hereunder, and (iv) the failure by Pledgor to perform or observe
any of the provisions hereof. All obligations provided for in this Section 17
shall survive the repayment of the Loan, the termination of this Agreement and
the Loan Agreement, and the discharge or repayment of the Obligations.
SECTION 18. Security Interest Absolute. All rights of the Secured
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Party and security interests hereunder, and all obligations of the Pledgor
hereunder, shall be absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of the Loan Agreement
or any instrument related thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term of, all or any of the Obligations, or any other amendment or
waiver under, or any consent to any departure from, the Loan Agreement;
(iii) any exchange, release or non-perfection of any other
collateral, or any release or amendment or waiver of, or consent to
departure from, any guaranty for all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Pledgor or a third-party
pledgor.
SECTION 19. Amendments. No amendment or waiver of any provision of
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this Agreement, nor consent to any departure by Pledgor herefrom, shall in any
event be effective unless the same shall be in writing and signed by the Secured
Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION 20. Addresses for Notices. All notices and other
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communications provided for under this Agreement shall be in writing and shall
be addressed as follows:
If to the Secured Party, at:
Den norske Bank ASA, as Agent
X.X. Xxx 0000 Xxxxxxx
X-0000 Xxxx
Xxxxxx
Telefax No.: x00 00 00 00 00
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Attention: Credit Administration
If to the Pledgor, at:
Wangs Fabrik AS
X.X. Xxx 000 Xxxxx
0000 Xxxx
Xxxxxx
Telefax No.: x00 00 00 00 00
Attention: Xxxxxx Xxxxxxxx
or to such other address as one party may notify the other in writing. Notices
sent by letter or telefax shall be effective upon receipt. Each party shall
confirm by letter any telefax notice to the other party to this Agreement.
SECTION 21. Continuing Security Interest; Transfer of Facility. This
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Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) remain in full force and effect until payment in full of the Loan
and all other Obligations then due and owing, (ii) be binding upon the Pledgor,
its successors and assigns, and (iii) inure to the benefit of the Secured Party
and its successors, transferees and assigns. Without limiting the generality of
the foregoing clause (iii), the Secured Party may assign or otherwise transfer
the Loan, in whole or in part, to any other person or entity, and such other
person or entity shall thereupon become vested with all the benefits in respect
thereof granted to the Secured Party herein or otherwise. Upon the payment in
full of the Loan and all other Obligations then due and owing, Pledgor shall be
entitled to the return, upon its request and at its expense, of such of the
Pledged Collateral as shall not have been sold or otherwise applied pursuant to
the terms hereof.
SECTION 22. No Waiver; Cumulative Remedies. Each right, power and
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remedy herein specifically granted to the Secured Party or otherwise available
to it at law or in equity or otherwise shall be cumulative, and shall be in
addition to every other right, power and remedy herein specifically given or now
or hereafter existing at law, in equity or otherwise; and each right, power and
remedy, whether specifically granted herein or otherwise existing, may be
exercised at any time and from time to time as often and in such order as may be
deemed expedient by the Secured Party in its complete discretion; and the
exercise or commencement of exercise of any right, power or remedy shall not be
construed as a waiver of the right to exercise, at the same time or thereafter,
the same or any other right, power or remedy. No delay or omission by the
Secured Party in exercising any such right or power, or in pursuing any such
remedy, shall impair any
12
such right, power or remedy, or be construed to be a waiver of any default on
the part of the Pledgor or Borrower or an acquiescence therein. No waiver by
the Secured Party of any breach or default of or by the Pledgor hereunder shall
be deemed to be a waiver of any other similar, previous or subsequent breach or
default.
SECTION 23. Governing Law; Terms. This Agreement shall be governed
--------------------
by and be construed in accordance with the internal laws of the Kingdom of
Norway. To the extent that under the laws of the Kingdom of Norway, Norwegian
laws are not applicable to the creation and perfection of the security interest
in the Pledged Shares granted hereby, the parties hereto hereby agree that
Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of
Delaware on the date of this Agreement govern such creation and perfection.
SECTION 24. Submission to Jurisdiction; Agent for Service of Process.
---------------------------------------------------------
(a) The Pledgor hereby irrevocably submits to the non-exclusive jurisdiction of
any state or federal court sitting in the County of New York, State of New York,
in connection with any action or proceeding arising out of or related to this
Agreement, or any other Security Document, or the transactions contemplated
hereby or thereby, irrevocably consents to the service of process in such
actions, and, to the maximum extent permitted by law, waives irrevocably any
objection to venue or objections in the nature of forum non conveniens that it
----- --- ----------
may have.
(b) The Pledgor hereby irrevocably appoints C T Corporation System
(the "Process Agent"), with an office on the date hereof at 0000 Xxxxxxxx, Xxx
-------------
Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, as its agent to receive on behalf of itself
and its property service of copies of the summons and complaint and any other
process which may be served in any such action or proceeding. Such service may
be made by mailing or delivering a copy of such process to the Pledgor in care
of the Process Agent (or any successor thereto, as the case may be) at such
Process Agent's above address (or the address of any successor thereto, as the
case may be), and the Pledgor hereby irrevocably authorizes and directs the
Process Agent (and any successor thereto) to accept such service on its behalf.
The Pledgor shall appoint a successor agent for service of process should the
agency of C T Corporation System terminate for any reason, and further shall at
all times maintain an agent for service of process in New York, New York, so
long as there shall be outstanding any Obligations hereunder. The Pledgor shall
give notice to the Secured Party of any appointment of successor agents for
service of process, and shall obtain from each successor agent a letter of
acceptance of appointment and promptly deliver the same to the Secured Party.
As an alternative method of service, the Pledgor also irrevocably
13
consents to the service of any and all process in any such action or proceeding
by the mailing of copies of such process to it at its address specified in
Section 20 hereof. The Pledgor agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Section 24 shall affect the right of the Secured Party to serve legal process in
any other manner permitted by law, or affect the right of the Secured Party to
bring any action or proceeding against the Pledgor or its properties in the
courts of any other jurisdiction.
SECTION 25. WAIVER OF JURY TRIAL. BOTH PLEDGOR AND SECURED PARTY
--------------------
HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LOAN AGREEMENT,
OR ANY OTHER SECURITY DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.
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14
IN WITNESS WHEREOF, Pledgor and the Secured Party have each caused
this Pledge Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.
WANGS FABRIK AS
By: ____________________
Name:
Title:
DEN NORSKE BANK ASA, as Agent
By: ______________________
Name:
Title:
Attachment: Exhibit 1
Description of Pledged Securities
Exhibit 1
---------
to Share
--------
Pledge Agreement
----------------
The Securities pledged to the Secured Party are Four Million Seven
Hundred Forty Thousand Five Hundred (4,740,500) shares of Class B Common Stock,
$0.20 par value, of Alpharma Inc. (formerly A.L. Laboratories, Inc.), a
corporation organized and existing under the laws of the State of Delaware,
evidenced by the following share certificate[s]:
Certificate No. Date of Issue No. of Shares
--------------- ------------- -------------
1 3/25/97 2,000,000
19 3/17/98 2,740,500
