FIRST AMENDMENT TO CREDIT AGREEMENT

 

                         FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT (this "First Amendment"), dated as of March 27, 
1998, is among AKORN, INC., a corporation organized under the laws of the 
State of Louisiana ("Akorn"), TAYLOR PHARMACEUTICALS, INC., a corporation 
organized under the laws of the State of Illinois ("Taylor"; collectively 
with Akorn, the "Borrowers", and each a "Borrower") and THE NORTHERN TRUST 
COMPANY, an Illinois banking corporation (the "Lender"), and shall amend that 
certain Credit Agreement dated as of December 29, 1997 among the Borrowers 
and the Lender (the "Credit Agreement").

                                     WITNESSETH:

     WHEREAS, the Borrowers and the Lender are parties to the Credit 
Agreement; and

     WHEREAS, the Borrowers and the Lender desire to amend the Credit 
Agreement in certain respects as set forth herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   AMENDMENT TO THE CREDIT AGREEMENT.

     1.1  TERMS USED.  Terms used but not otherwise defined herein are used 
with the same meanings as provided therefor in the Credit Agreement.

     1.2  SECTION 2.  Section 2.3 of the Credit Agreement is hereby deleted 
in its entirety and the following is hereby inserted in lieu thereof:

               2.3  PREPAYMENT, COMMITMENT REDUCTION.  Borrowers shall have
          the right at any time on three (3) days' prior written notice to
          the Lender to voluntarily prepay all or part of the Loans and
          permanently reduce or terminate the Commitment, and no prepayment
          fee, premium or penalty shall be payable in connection with any
          such voluntary prepayment, except LIBOR funding breakage costs in
          accordance with SECTION 2.10(b).  Upon any such prepayment and
          permanent reduction or termination of the Commitment, Borrowers'
          right to receive Advances shall simultaneously terminate or be
          permanently reduced, as the case may be.

2.   REPRESENTATIONS AND WARRANTIES.

          The Borrowers hereby remake, as at the date of execution hereof, all
of the representations and warranties set forth in Section 4 of the Credit
Agreement as amended hereby and 

additionally represents and warrants that:  (a) the borrowings under the 
Credit Agreement as amended hereby, the execution and delivery by the 
Borrowers of this First Amendment and the performance by the Borrowers of 
their obligations under this First Amendment and the Credit Agreement as 
amended hereby are within the Borrowers' corporate powers, have been 
authorized by all necessary corporate action, have received all necessary 
governmental approval (if any shall be required) and do not and will not 
contravene or conflict with any provision of law or of the charter or by-laws 
of either of the Borrowers or any subsidiary or of any agreement binding upon 
the Borrowers or any subsidiary; and (b) no Default or Event of Default under 
the Credit Agreement as amended hereby has occurred and is continuing on the 
date of execution hereof.

3.   CONDITIONS OF EFFECTIVENESS.  

          The effectiveness of this First Amendment is subject to the 
conditions precedent that the Lender shall have received all of the 
following, each duly executed and dated the date hereof, in form and 
substance satisfactory to the Lender and its counsel, at the expense of the 
Borrowers, and in such number of signed counterparts as the Lender may 
request:

          (a)  FIRST AMENDMENT.  This First Amendment;

          (b)  BRING-DOWN STATEMENT.  A signed statement on behalf of each
     Borrower certifying that (1) the resolutions of the Board of Directors of
     each Borrower, dated as of December 23, 1997 and delivered to Lender
     pursuant to the Credit Agreement, approving and authorizing the execution,
     delivery and performance of the Loan Documents, including any amendments
     thereto, have not been revoked, modified, amended or rescinded and remain
     in full force and effect, and (2) the incumbency certificates of each
     Borrower, delivered to Lender pursuant to the Credit Agreement, setting
     forth the signature and incumbency of each person authorized to execute the
     Loan Documents, including any amendments thereto, remain true, accurate,
     correct and complete.

          (c)  MISCELLANEOUS.  Such other documents as the Lender may request.

4.   MISCELLANEOUS.

     4.1  COUNTERPARTS.  This First Amendment may be executed by the parties on
any number of separate counterparts and by each party on separate counterparts;
each counterpart shall be deemed an original instrument; and all of the
counterparts taken together shall be deemed to constitute one and the same
instrument.

     4.2  SUCCESSORS AND ASSIGNS.  This First Amendment and the Credit Agreement
as amended hereby shall be binding upon and inure to the benefit of the
Borrowers, the Lender and their respective successors and assigns, except that
the Borrowers may not transfer or assign any of its rights or interest hereunder
or thereunder without the prior written consent of the Lender. 

                                       -2-

     4.3  CAPTIONS.  Captions in this First Amendment are for convenience of 
reference only and shall not define or limit any of the terms or provisions 
hereof.

     4.4  FEES.  The Borrowers agree to pay or reimburse the Lender for all 
reasonable costs and expenses of preparing and seeking advice in regard to 
this First Amendment and any document or instrument executed in connection 
herewith and therewith (including legal fees and reasonable time charges of 
attorneys who may be employees of the Lender, whether in or out of court, in 
original or appellate proceedings or in bankruptcy). 

     4.5  GOVERNING LAW.  THIS AGREEMENT AND THE OBLIGATIONS ARISING 
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE 
WITH, THE INTERNAL LAWS (WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS) OF THE 
STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, 
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  EACH BORROWER 
HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN COOK 
COUNTY, CITY OF CHICAGO, ILLINOIS, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR 
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND LENDER PERTAINING 
TO THIS FIRST AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY MATTER 
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN 
DOCUMENTS, PROVIDED, THAT LENDER AND BORROWERS ACKNOWLEDGE THAT ANY APPEALS 
FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF COOK 
COUNTY, CITY OF CHICAGO, ILLINOIS AND PROVIDED, THAT NOTHING IN THIS 
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE LENDER FROM BRINGING SUIT OR 
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE 
COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A 
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF LENDER. EACH BORROWER EXPRESSLY 
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT 
COMMENCED IN ANY SUCH COURT, AND EACH BORROWER HEREBY WAIVES ANY OBJECTION 
WHICH SUCH BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, 
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF 
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.  EACH 
BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTS AND OTHER 
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AGREES THAT SERVICE OF SUCH 
SUMMONS, COMPLAINTS OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED 
MAIL ADDRESSED TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THE CREDIT 
AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER 
OF SUCH BORROWER'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN 
THE U.S. MAILS, PROPER POSTAGE PREPAID.

                                       -3-

     4.6  AMENDMENT TO CREDIT AGREEMENT.  This First Amendment shall be deemed
to be an amendment to the Credit Agreement.  All references to the Credit
Agreement in any other document or instrument shall be deemed to refer to the
Credit Agreement as previously amended and amended hereby.  As hereby amended,
the Credit Agreement is hereby ratified and confirmed in each and every respect.

                            [signature page to follow]

                                       -4-

          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their duly authorized officers as of the day and
year first written above.

                                        AKORN, INC.,
                                        a Louisiana corporation

                                        By: /s/ Rita J. McConville
                                           -----------------------------------
                                        Name:  Rita J. McConville
                                        Title: CFO

                                        TAYLOR PHARMACEUTICALS, INC.,
                                        an Illinois corporation

                                        By: /s/ Rita J. McConville
                                           -----------------------------------
                                        Name:  Rita J. McConville
                                        Title: Secretary

                                        THE NORTHERN TRUST COMPANY,
                                        an Illinois banking corporation

                                        By: /s/ Brian D. Beitz
                                           -----------------------------------
                                        Name:  Brian D. Beitz
                                        Title: Vice President 

Basic Info X:

Name: FIRST AMENDMENT TO CREDIT AGREEMENT
Type: Credit Agreement
Date: July 29, 1998
Company: AKORN INC
State: Louisiana

Other info:

Date:

  • March 27 , 1998
  • December 29 , 1997
  • December 23 , 1997

Organization:

  • State of Illinois
  • Event of Default
  • Board of Directors

Location:

  • AMERICA
  • CHICAGO
  • THE U.S.
  • Louisiana
  • Illinois

Person:

  • TAYLOR
  • Rita J. McConville
  • Brian D. Beitz