**EXHIBIT 10.2****Execution Copy****AMENDMENT TO CREDIT AGREEMENT**     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed and delivered as ofthis 8th day of August 2007 among LASALLE BANK NATIONAL ASSOCIATION, as administrative agent (the“Administrative Agent”), the financial institutions party hereto (the “Lenders”),AKORN, INC., a Louisiana corporation (“Akorn”) and AKORN (NEW JERSEY), INC., an Illinoiscorporation (“Akorn New Jersey”).W I T N E S S E T H :     A. The Administrative Agent, Akorn, Akorn New Jersey and the Lenders entered into a CreditAgreement dated as of October 7, 2003 (as amended, restated, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”). Capitalized terms used but not defined hereinshall have the meanings attributed to them in the Credit Agreement.     B. The Companies have requested that the Administrative Agent and the Required Lenders consentto certain terms of the Credit Agreement, subject to the terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties heretohereby agree as follows:     1. **Amendment**. Upon the Effective Date (as defined below), the Credit Agreement shallbe amended as follows:     (a) Borrowing Base. The definition of “Borrowing Base” set forth in Section1.1 of the Credit Agreement is hereby amended and restated in its entirety to read asfollows:Borrowing Base means an amount equal to the total of (a) 80% of theunpaid amount (net of (i) such reserves and allowances as the AdministrativeAgent deems necessary in its reasonable discretion and (ii) liabilities andreserves for chargebacks, returns, rebates and discounts) of all EligibleAccounts plus (b) the lesser of (i) 65% of the value of all EligibleInventory valued at the lower of cost or market or (ii) $7,500,000plus (c) the Adjusted Forced Liquidation Value (net of such reservesand allowances as the Administrative Agent deems necessary in its reasonablediscretion).     (b) EBITDA. The definition of “EBITDA” set forth in Section 1.1 of the CreditAgreement is hereby amended and restated in its entirety to read as follows:EBITDA means, for any period, Consolidated Net Income for suchperiod plus (a) to the extent deducted in determining suchConsolidated Net Income, Interest Expense, income tax expense, depreciationand amortization for such period plus (b) solely for the purposes of
 

 
determining EBITDA for the Fiscal Year 2003, the Decatur Add Back and theRefinancing Expense Add Back plus (c) solely for determining EBITDAfor the Computation Periods ending December 31, 2005 and March 31, 2006,research and development expenditures during such Computation Periods in anamount not to exceed $3,000,000 plus (d) solely for determiningEBITDA for the Computation Periods ending December 31, 2006 and March 31,2007 (but subject to the condition that the Companies have Cash EquivalentInvestments at all times during each such applicable Computation Periodequal to or in excess of $5,000,000), research and development expensesduring such Computation Period in an amount not to exceed $10,000,000plus (e) solely for determining EBITDA for the Computation Periodending June 30, 2007 and each Computation Period thereafter, research anddevelopment expenditures actually made during such Computation Period in anamount not to exceed $15,000,000, so long as the Companies have CashEquivalent Investments (exclusive of any Cash Equivalent Investmentsattributable to or representing the proceeds of Revolving Loans) at alltimes during each such applicable Computation Period equal to or in excessof (x) if there were no Revolving Loans outstanding during such ComputationPeriod, $5,000,000, or (y) otherwise, the greater of (i) $5,000,000 and (ii)50% of the amount added pursuant to this clause (e).     (c) Revolving Commitment Amount. The definition of Revolving Commitment Amount setforth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entiretyto read as follows:     Revolving Commitment Amount means $10,000,000, as reduced orincreased from time to time pursuant to Section 6.1 or 6.4.     (d) Commitment Increase. The following is added to the Credit Agreement asSection 6.5:     “6.5 Increase in Commitments.6.5.1 Provided there exists no Unmatured Event of Default or Event ofDefault, upon notice to the Administrative Agent (which shall promptlynotify the Lenders), the Companies may from time to time request an increasein the Revolving Commitment Amount by an amount (for all such requests) notexceeding $10,000,000; provided that (i) the Revolving Commitment may notexceed $20,000,000; and provided further that any such request for anincrease shall be in a minimum amount of $5,000,000 and in multiples of$5,000,000 in excess thereof and (ii) the Companies may not request morethan two increases. At the time of sending such notice, Companies (inconsultation with the Administrative Agent) shall specify the time periodwithin which each Lender is requested to respond
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(which shall in no event be less than twenty Business Days from the date ofdelivery of such notice to the Lenders).6.5.2 Each Lender shall notify the Administrative Agent within such timeperiod whether or not it agrees to increase its Revolving Commitment Amountand, if so, whether by an amount equal to, greater than, or less than itsPro Rata Share of such requested increase. Any Lender not responding withinsuch time period shall be deemed to have declined to increase its RevolvingCommitment Amount.6.5.3 The Administrative Agent shall notify the Companies and each Lender ofthe Lenders’ responses to each request made hereunder. If the Lenders donot agree to the full amount of a requested increase, subject to theapproval of the Administrative Agent and the Issuing Lender (which approvalsshall not be unreasonably withheld), the Companies may also inviteadditional Persons to become Lenders pursuant to a joinder agreement in formand substance satisfactory to the Administrative Agent and its counsel.6.5.4 If the Revolving Commitment Amount is increased in accordance withthis Section, the Administrative Agent and the Companies shall determine theeffective date (the “Increase Effective Date”) and the finalallocation of such increase. The Administrative Agent shall promptly notifythe Companies and the Lenders of the final allocation of such increase, theIncrease Effective Date and revised Pro Rata Shares.6.5.5 As a condition precedent to such increase, the Companies shall deliverto the Administrative Agent:(a) an Officer’s Certificate dated as of the Increase Effective Date (i)certifying that, before and after giving effect to such increase, (A) therepresentations and warranties contained in Section 9 and the otherLoan Documents are true and correct on and as of the Increase EffectiveDate, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they are true andcorrect as of such earlier date, and (B) no Unmatured Event of Default orEvent of Default exists or shall result from such increase to the RevolvingCommitment Amount;(b) a Note for each Lender to the extent required to evidence the new orincreased Commitment of such Lender;(c) each Company’s (i) charter (or similar formation document), certifiedby the appropriate governmental authority; (ii) good standing certificatesin its state of incorporation (or formation) and in each other staterequested
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by the Administrative Agent; (iii) bylaws (or similar governing document);(iv) resolutions of its board of directors (or similar governing body)approving and authorizing the increase in the Revolving Commitment Amount;and (v) signature and incumbency certificates of its officers executing anyof the Loan Documents (it being understood that the Administrative Agent andeach Lender may conclusively rely on each such certificate until formallyadvised by a like certificate of any changes therein), all certified by itssecretary or an assistant secretary (or similar officer) as being in fullforce and effect without modification; and(d) such other agreements and opinions of counsel as the AdministrativeAgent may reasonably request.6.5.6 The Lenders (new or existing) shall accept an assignment from theexisting Lenders, and the existing Lenders shall make an assignment to thenew or existing Lender accepting a new or increased Commitment, of a director participation interest in each then outstanding Loan and Letter of Creditsuch that, after giving effect thereto, all Revolving Outstandings hereunderare held ratably by the Lenders in proportion to their respectiveCommitments. Assignments pursuant to the preceding sentence shall be madein exchange for the principal amount assigned plus accrued and unpaidinterest and facility and letter of credit fees. The Companies shall makeany payments under Section 8.4 resulting from such assignments.6.5.7 This Section shall supersede any provisions in Section 7.5 or15.1 to the contrary.”     2. **Representations and Warranties**. To induce the Administrative Agent and the Lendersto execute this Amendment, each Company jointly and severally represents and warrants to theAdministrative Agent and the Lenders as follows:     (a) Each Company is in good standing under the laws of its jurisdiction of formationand in each jurisdiction where, because of the nature of its activities or properties, suchqualification is required, except for such jurisdictions where the failure to so qualifywould not have a Material Adverse Effect.     (b) Each Company is duly authorized to execute and deliver this Amendment and is dulyauthorized to perform its obligations hereunder.     (c) The execution, delivery and performance by the Companies of this Amendment do notand will not (i) require any consent or approval of any governmental agency or authority(other than any consent or approval which has been obtained and is in full force andeffect), (ii) conflict with (A) any provision of law, (B) the charter, by-laws or otherorganizational documents of any Company or (C) any agreement, indenture, instrument or otherdocument, or any judgment, order or decree, which is binding upon
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any Company or any of its properties or (iii) require, or result in, the creation orimposition of any Lien on any asset of any Company.     (d) This Amendment is the legal, valid and binding obligation of each Company,enforceable against such Company in accordance with its terms, subject to bankruptcy,insolvency and similar laws affecting enforceability of creditors’ rights generally and togeneral principals of equity.     (e) The representations and warranties in the Loan Documents (including but not limitedto Section 9 of the Credit Agreement) are true and correct in all material respects with thesame effect as though made on and as of the date of this Amendment (except to the extentstated to relate to a specific earlier date, in which case such representations andwarranties were true and correct as of such earlier date).     (f) Except as specifically waived in this Amendment, no Event of Default or UnmaturedEvent of Default has occurred and is continuing.     3. **Conditions to Effectiveness**. The effectiveness of this Amendment is expresslyconditioned upon delivering to the Administrative Agent this Amendment executed by each Company,the Administrative Agent and the Required Lenders. The date on which such event has occurred isthe “Effective Date”.     4. **Affirmation**. Except as specifically provided in this Amendment, the execution,delivery and effectiveness of this Amendment shall not operate as a waiver or forbearance of anyUnmatured Event of Default or Event of Default or any right, power or remedy of the AdministrativeAgent or any Lender under the Credit Agreement or any of the other Loan Documents, or constitute aconsent, waiver or modification with respect to any provision of the Credit Agreement or any of theother Loan Documents, and the Company hereby fully ratifies and affirms each Loan Document to whichit is a party. Reference in any of this Amendment, the Credit Agreement or any other Loan Documentto the Credit Agreement shall be a reference to the Credit Agreement as modified hereby and asfurther amended, modified, restated, supplemented or extended from time to time. This Amendmentshall constitute a Loan Document for purposes of the Credit Agreement and the other Loan Documents.     5. **Counterparts**. This Amendment may be executed in two or more counterparts, each ofwhich shall constitute an original, but all of which when taken together shall constitute oneinstrument. Delivery of an executed counterpart of this Amendment by facsimile shall be effectiveas delivery of an original counterpart.     6. **Headings****.**The headings and captions of this Amendment are for the purposes ofreference only and shall not affect the construction of, or be taken into consideration ininterpreting, this Amendment.     7. **Further Assurances****.**Each Company agrees to execute and deliver, or cause to beexecuted and delivered, in form and substance satisfactory to the Administrative Agent and theLenders, such further documents, instruments, amendments and financing statements and to
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take such further action, as may be necessary from time to time to perfect and maintain theliens and security interests created by the Loan Documents.     8. **APPLICABLE LAW****.**THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNEDBY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.     9. **Acknowledgment**. Each Company hereby waives, discharges and forever releases theAdministrative Agent and each of the Lenders, and each of said Person’s employees, officers,directors, attorneys, stockholders and successors and assigns, from and of any and all claims,causes of action, allegations or assertions that either Company has or may have had at any timethrough (and including) the date of this Amendment, against any or all of the foregoing, regardlessof whether any such claims, causes of action, allegations or assertions are known to either Companyor whether any such claims, causes of action, allegations or assertions arose as a result of theAdministrative Agent’s or any Lender’s actions or omissions in connection with the CreditAgreement, including any amendments or modifications thereto, or otherwise.[signature pages follow]
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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the day and yearfirst above written.       AKORN, INC.       By: /s/ Jeffrey A. Whitnell       Title: Chief Financial Officer            AKORN (NEW JERSEY), INC.       By: /s/ Jeffrey A. Whitnell       Title: Chief Financial Officer            LASALLE BANK NATIONAL ASSOCIATION,  as Administrative Agent and Lender       By: /s/ Patrick J. O’Toole       Title: First Vice President