Letter Waiver to Credit Agreement among Alpharma Inc., Bank of America, and Other Lenders (August 14, 2003)

Ladies and Gentlemen:

We refer to the Credit Agreement dated as of October 5, 2001, as amended by Amendment No. 1 thereto dated as of December 16, 2002 and Amendment No. 2 thereto dated as of April 3, 2003 (such Credit Agreement, as so amended, the "Credit Agreement") among the undersigned and you. Capitalized terms not otherwise defined in this Letter Waiver have the same meanings as specified in the Credit Agreement.

We hereby request that you waive, solely with respect to the French Sale (as defined below), the requirements of Section 5.02(e)(v)(D) of the Credit Agreement. As used in this Letter Waiver, the term "French Sale" means the sale, transfer or other disposition, in one transaction or series of related transactions, by the Company of those assets and properties constituting its generic pharmaceutical business conducted in France (the "Subject Property"). It is understood and agreed that all Net Cash Proceeds received by or on behalf of the Company in respect of the French Sale will be applied by the Company pursuant to Section 2.06(b) of the Credit Agreement within five Business Days of receipt to prepay an aggregate principal amount of the Advances equal to 100% of Net Cash Proceeds so received. In order to effect the French Sale, we also hereby request that you release the Subject Property from any liens and security interests created and evidenced by the Collateral Documents . In connection with this request, we hereby certify that no Default has occurred and that, except with respect to Section 5.02(e)(v)(D) of the Credit Agreement, which is the subject of this Letter Waiver, the sale of the Subject Property is in compliance with the Loan Documents.

We also hereby request that any and all interest rate Hedge Agreements permitted under Article V of the Credit Agreement that are entered into on and after the date hereof by and between any Loan Party and any Hedge Bank constitute "Secured Hedge Agreements" for all purposes of the Credit Agreement and the other Loan Documents.

We hereby agree that, upon the effectiveness of this Letter Waiver, the Swing Line Facility shall be reduced from $50,000,000 to $35,000,000.

This Letter Waiver shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Waiver executed by us and the Required Lenders and the Swing Line Bank or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Letter Waiver, and the consent attached hereto executed by each Grantor. This Letter Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

The Credit Agreement, the Notes and each of the other Loan Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents. The execution, delivery and effectiveness of this Letter Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

If you agree to the terms and provisions of this Letter Waiver, please evidence such agreement by executing and returning (i) one counterpart of this waiver by fax to Cissie Abraham, Shearman & Sterling LLP (telephone ###-###-####, fax ###-###-####) no later than noon on August 14, 2003 and (ii) two original counterparts of this waiver to Cissie Abraham, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, at your earliest convenience.

This Letter Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver.

This Letter Waiver shall be governed by, and construed in accordance with, the laws of the State of New York.

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Agreed as of the date first above written:

BANK OF AMERICA, N.A.,
as Administrative Agent, as Swing Line Bank and as Lender

By: /s/ Joseph L. Corah
Title: Principal

Agreed as of the date first above written: