November 19, 2001 Mr. Thomas Anderson 988 Stonington Drive Arnold, Maryland 21012 USA Dear Tom:Alpharma Inc • March 28th, 2002 • Pharmaceutical preparations
This letter (the "Letter Agreement") is an offer of certain terms and conditions relating to your resignation from employment with Alpharma Inc. (the "Company"), the U.S. Pharmaceutical Division of Alpharma and Alpharma USPD Inc. (together the "Alpharma Group"). This letter will supercede the terms and conditions of the letter agreement dated January 13, 1997 between the Company and you.
VARIATION AGREEMENT Dated 2002 PARTIES ALPHARMA INC. ORAL PHARMACEUTICALS ACQUISITION CORP. MAYNE NICKLESS LIMITED ACN 004 073 410 MAYNE HEALTH LOGISTICS PTY LIMITED ACN 097 064 894Variation Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations
THIS VARIATION AGREEMENT is made the17th day of August 2001 BETWEEN Alpharma Inc. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("Alpharma")Variation Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations
AND Oral Pharmaceuticals Acquisition Corp. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("PartnerCo")
Alpharma Operating Corporation and the Guarantors Listed on Schedule A hereto 12% Senior Subordinated Notes due 2009 Note Purchase Agreement dated December 12, 2001 Banc of America Bridge LLC CIBC Inc.Purchase Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations • New York
Alpharma Inc. One Executive Drive Fort Lee, New Jersey 07024Registration Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations
Reference is made to the Shelf Registration Rights Agreement dated December 12, 2001 (the "Registration Agreement"), by and among Alpharma Operating Corporation ("Operating"), the Guarantors listed on Schedule A thereto (such Guarantors and Operating are collectively known herein as "Alpharma"), Banc of America Bridge LLC ("Bridge") and CIBC Inc. ("CIBC"). All terms used in this letter and not otherwise defined shall have the meanings set forth in the Registration Agreement.
CLAYTON UTZ Alpharma Inc. Alpharma Oral Pharmaceuticals Acquisition Corp. PartnerCo Mayne Nickless Limited ACN 004 073 410 Mayne Mayne Health Logistics Pty Limited ACN 097 064 894 BidCo Fourth Variation AgreementAlpharma Inc • March 28th, 2002 • Pharmaceutical preparations
SHELF REGISTRATION RIGHTS AGREEMENT by and among Alpharma Operating Corporation and the Guarantors Listed on Schedule A hereto Banc of America Bridge LLC CIBC Inc. Dated as of December 12, 2001 Shelf Registration Rights AgreementShelf Registration Rights Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Note Purchase Agreement, dated as of December 12, 2001 (the "Note Purchase Agreement"), by and among the Company, the Guarantors and the Purchasers (i) for the benefit of each Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including each Purchaser). In order to induce the Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. Capitalized terms not defined herein are used as defined in the Note Purchase Agreement.
THIS VARIATION AGREEMENT is made the 30th day of August 2001 BETWEEN Alpharma Inc. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("Alpharma")Variation Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations
AND Oral Pharmaceuticals Acquisition Corp. of One Executive Drive, Fort Lee, New Jersey, United States of America, 07024 ("PartnerCo")
SUBSIDIARY GUARANTY SUPPLEMENTSubsidiary Guaranty Supplement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations • New York
BANK OF AMERICA, N.A., as Administrative Agent for the Lender Parties referred to in the Credit Agreement referred to below
SHELF REGISTRATION JOINDER AGREEMENT Dated January 11, 2002 by and among ALPHARMA OPERATING CORPORATION, the GUARANTORS listed on Schedule A hereto, the ADDITIONAL GUARANTORS listed on Schedule B hereto, BANC OF AMERICA BRIDGE LLC and CIBC INC.Shelf Registration Joinder Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations • New York
SHELF REGISTRATION JOINDER AGREEMENT (this "Joinder Agreement"), dated as of January 11, 2002, among ALPHARMA OPERATING CORPORATION (the "Company"), the GUARANTORS listed on Schedule A hereto, BANC OF AMERICA BRIDGE LLC and CIBC INC., each of whom are parties to the Shelf Registration Rights Agreement (as defined below) and the ADDITIONAL GUARANTORS, listed on Schedule B hereto, (collectively, the "Parties").
CLAYTON UTZ Alpharma Inc. Alpharma Oral Pharmaceuticals Acquisition Corp. PartnerCo Mayne Nickless Limited ACN 004 073 410 Mayne Mayne Health Logistics Pty Limited ACN 097 064 894 BidCo Third Variation AgreementThird Variation Agreement • March 28th, 2002 • Alpharma Inc • Pharmaceutical preparations
