Exhibit 10.6**Execution Copy****AMENDMENT TO CREDIT AGREEMENT**     THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is executed and delivered as ofthis 2nd day of November 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”).WITNESSETH:     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) Definitions. The following definitions shall be inserted alphabeticallyinto Section 1.1:Consolidated Total Liabilities means at any date all liabilities ofthe Companies and their Subsidiaries recorded on the consolidated balancesheet of the Companies and their Subsidiaries in accordance with GAAP.Consolidated Total Liabilities Ratio means, with respect to anyComputation Date, the ratio of (a) Consolidated Total Liabilities to (b)Consolidated Tangible Net Worth, in each case as of such Computation Date.Cash to Principal and Interest Ratio means, with respect to anyComputation Date, the ratio of (a) the aggregate amount of Cash EquivalentInvestments of the Companies and their Subsidiaries as of such ComputationDate to (b) the amount of all payments of principal ofFunded Debt and Interest Expense required to be made by the Companies andtheir Subsidiaries in the following Computation Period, including withoutlimitation, in connection with the Decatur Mortgage and all Debt under thisCredit Agreement and otherwise owing to LaSalle.
 

 
     (b) Applicable Margin. The definition of “Applicable Margin” set forth inSection 1.1 of the Credit Agreement is hereby amended and restated in its entirety to readas follows:Applicable Margin means, for any day, the rate per annum set forthbelow opposite the level (the “Level”) then in effect andcorresponding to the applicable Senior Debt to EBITDA Ratio, it beingunderstood that the Applicable Margin for (a) Revolving Loans that bearinterest at the Base Rate shall be the percentage set forth under thecolumns “Applicable Margins — Base Rate Loans”, (b) Revolving Loans thatbear interest at the LIBOR Rate shall be the percentage set forth under thecolumn “Applicable Margins — LIBOR Loans”, (c) the Non-Use Fee Rate shallbe the percentage set forth under the column “Non-Use Fee Rate” and(d) theL/C Fee Rate shall be the percentage set forth under the column “L/C FeeRate”:                           **Consolidated**  **Senior Debt**            **Total**  **to**  **Applicable Margins}**         **Liabilities**  **EBITDA**  **Base Rate**  **LIBOR**  **Non-Use**  **L/C Fee** **Level** **Ratio**  **Ratio**  **Loans**  **Loans**  **Fee Rate**  **Rate** I      31.75   1.25%  3.25%  0.50%  1.50%II  <0.75 3 0.50   <1.75 3 1.50   1.00%  3.00%  0.50%  1.50%III  <0.50 3 0.25   <1.50 3 1.25   0.75%  2.75%  0.375%  1.50%IV  <0.25   <1.25   0.50%  2.50%  0.375%  1.50%If at any time the Companies are not required to comply with Section11.14.1, Applicable Margin means for any day, the rate per annum set forthopposite the Level then in effect as determined by the Consolidated TotalLiabilities Ratio.The Applicable Margins shall be adjusted based on the Level corresponding tothe Senior Debt to EBITDA Ratio reported for each Fiscal Quarter (or in thecase of the Fiscal Quarters ending September 30, 2007, December 31, 2007 andMarch 31, 2007, the level corresponding to the Consolidated TotalLiabilities Ratio for each such Fiscal Quarter), to the extent applicable,on the fifth (5th) Business Day after the Companies provide or are requiredto provide a Compliance Certificate pursuant to Section 10.1.3.Notwithstanding anything contained in this paragraph tothe contrary, (a) if the Companies fail to deliver such ComplianceCertificate in accordance with the provisions of Section 10.1.3, theApplicable Margins shall be based upon Level I above beginning on the datesuch Compliance Certificate was required to be delivered until the fifth(5th) Business Day after such Compliance Certificate is actually
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delivered, whereupon the Applicable Margins shall be determined by the then currentLevel; (b) no reduction to any Applicable Margin shall become effective atany time when an Event of Default or Unmatured Event of Default has occurredand is continuing; and (c) the initial Applicable Margins on the FourthAmendment Date shall be based on Level IV until the date on which theCompliance Certificate is required to be delivered for the Fiscal Quarterending September 30, 2005, and on such date the Applicable Margins shall beadjusted, if necessary, as set forth above.     (c) 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)  either (x) for the period from and after November2, 2007 through and including June 29, 2008, the lesser of (i) 65% of thevalue of all Eligible Inventory valued at the lower of cost or market or(ii) 75% of the Revolving Commitment Amount or (y) at any time from andafter June 30, 2008, the lesser of (i) 65% of the value of all EligibleInventory valued at the lower of cost or market or (ii) 50% of the RevolvingCommitment Amount plus (d) the Adjusted Forced Liquidation Value(net of such reserves and allowances as the Administrative Agent deemsnecessary in its reasonable discretion).     (d) Revolving Commitment Amount. Following the satisfaction of the conditionsset forth in Section 4 below, the definition of “Revolving Commitment Amount” shall beamended by deleting “$10,000,000” where it appears therein and replacing it with“$15,000,000”.     (e) Cash Equivalent Investments. The following is inserted into the CreditAgreement as a new Section 10.13:“10.13 From and after November 2, 2007 and until delivery of a ComplianceCertificate for the Fiscal Quarter ending June 30, 2008 showing compliancewith each of the covenants required to be complied with at such time,maintain at all times a minimum balance of $1,250,000in Cash Equivalent Investments on deposit in an account with theAdministrative Agent subject to a pledge agreement satisfactory in form andsubstance to the Administrative Agent.”
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     (f) Senior Debt to EBITDA Ratio. Section 11.14.1 of the Credit Agreement ishereby amended by adding the following proviso following the chart found therein:“; provided that for the Computation Periods ending September 30, 2007,December 31, 2007 and March 31, 2008, the Companies shall not be required tobe in compliance with this Section 11.14.1.”     (g) EBITDA to Interest Expense Ratio. Section 11.14.2 of the Credit Agreementis hereby amended by adding the following proviso immediately following the word“thereafter”:“; provided that for the Computation Periods ending September 30, 2007,December 31, 2007 and March 31, 2008, the Companies shall not be required tobe in compliance with this Section 11.14.2.”     (h) Consolidated Tangible Net Worth. Section 11.14.3 of the Credit Agreementis hereby amended by deleting “$30,000,000” where it appears therein and replacing it with“$40,000,000”.     (i) Consolidated Total Liabilities Ratio. The following is inserted into theCredit Agreement as a new Section 11.14.4:11.14.4 Consolidated Total Liabilities Ratio. For the ComputationPeriods ending September 30, 2007, December 31, 2007 and March 31, 2008, notpermit the Consolidated Total Liabilities Ratio to exceed 0.75:1.00.     (j) Cash to Principal and Interest Ratio. The following is inserted into theCredit Agreement as a new Section 11.14.5:11.14.5 Cash to Principal and Interest Ratio. For the ComputationPeriods ending September 30, 2007, December 31, 2007 and March 31, 2008, notpermit the Consolidated Total Liabilities Ratio to be less than 1.50:1.00.     2. **Commitment Increase**. Pursuant to Section 6.5 of the Credit Agreement, theCompanies have requested an increase in the Revolving Commitment Amount so that following theeffectiveness of the requested increase, the Revolving Commitment Amount shall be $15,000,000. Thesignatures of the Lenders on the commitment increase supplement, a form of which is attached heretoas Exhibit A (the “Commitment Increase Supplement”), shall evidence the acceptance by suchLenders of the amount of the increase in the Revolving Commitment Amount to which such Lendersagree.     3. **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:
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     (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 any Company or any of itsproperties or (iii) require, or result in, the creation or imposition of any Lien on anyasset 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.     4. **Conditions to Effectiveness**. (i)The effectiveness of this Amendment and theCommitment Increase Supplement is expressly conditioned upon the following:     (a) Amendment. This Amendment shall have been executed by each Company, theAdministrative Agent and the Required Lenders. The date on which such event has occurred isthe “Effective Date”.     (b) Charter and Good Standing. Each Loan Party shall provide (i) copies of itscertificate of incorporation or formation or other constitutive document, together with allamendments thereto, (ii) good standing certificates in its state of incorporation, and (iii)good standing certificates and certificates of qualification to do business in eachjurisdiction where its ownership or lease of property or the conduct of its businessrequires such qualification (but excluding, with respect to Akorn New Jersey, itscertificate of qualification to do business in the State of New Jersey), each dated a recent
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date prior to the date hereof and certified by the applicable Secretary of State orother authorized governmental authority.     (c) Bylaws and Resolutions. Each Loan Party shall provide (a) its bylaws,operating agreement or similar governing document together with all amendments thereto and(b) resolutions or unanimous written consent of each Loan Party’s board of directors,managers or other similar governing body approving and authorizing the execution, deliveryand performance of this Amendment, the Commitment Increase Supplement, the pledge agreementrequired by Section 5 and the transactions to be consummated in connection herewith andtherewith, each certified as of the date hereof by such Loan Party’s corporate secretary oran assistant secretary as being in full force and effect without any modification oramendment.     (d) Incumbency Certificates. Each Loan Party shall provide signature andincumbency certificates of the officers of each such Person executing this Amendment and theCommitment Increase Supplement, certified as of the date hereof by such Person’s corporatesecretary or an assistant secretary as being true, accurate, correct and complete.     (e) Increased Commitment Fee. The Companies shall pay (a) to theAdministrative Agent, for the ratable benefit of the Lenders, a closing fee in the amount of$10,000, which fee shall be fully earned and non-refundable when paid.          (ii) Additionally, the effectiveness of the Commitment Increase Supplement is expresslyconditioned upon the following:     (a) Commitment Increase Supplement. The Commitment Increase Supplement shallhave been executed by each Company, the Administrative Agent and the applicable Lenders.     (b) Note. The Companies shall have executed and delivered a Note evidencingthe increase in the Revolving Commitment Amount.     (c) Officer’s Certificate. The Companies shall have executed and delivered anOfficer’s Certificate dated as of the Increase Effective Date (as defined in the CommitmentIncrease Supplement) (i) certifying that, before and after giving effect to such increase,(A) the representations and warranties contained in Section 9 of the CreditAgreement and in the other Loan Documents are true and correct on and as of the IncreaseEffective Date, except to the extent that such representations and warranties specificallyrefer to an earlier date, in which case they are true and correct as of such earlier date,and (B) no Unmatured Event of Default or Event of Default exists or shall result from suchincrease to the Revolving Commitment Amount.     5. **Additional Agreement**. The Companies shall execute and deliver to theAdministrative Agent, within 15 days of the date hereof, the pledge agreement referred to in
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Section 10.13 of the Credit Agreement and shall comply with the reasonable requests of theAdministrative Agent relating to such pledge agreement.     6. **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.     7. **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.     8. **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.     9. **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 take suchfurther action, as may be necessary from time to time to perfect and maintain the liens andsecurity interests created by the Loan Documents.     10. **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.     11. **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, Treasurerand Secretary           AKORN (NEW JERSEY), INC.           By: /s/ Jeffrey A. Whitnell    Title:  Chief Financial Officer, Treasurerand Secretary           LASALLE BANK NATIONAL ASSOCIATION,    as Administrative Agent and Lender           By: /s/ Patrick J. O’Toole    Title:  First Vice President  
 

 
EXHIBIT AFORM OF COMMITMENT INCREASE SUPPLEMENT   THIS COMMITMENT INCREASE SUPPLEMENT is made as of the 2nd day of November, 2007, by and amongLASALLE BANK NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”),the financial institution party hereto as an increasing lender (the “Increasing Lender”),AKORN, INC., a Louisiana corporation (“Akorn”) and AKORN (NEW JERSEY), INC., an Illinoiscorporation (“Akorn New Jersey”).RECITALS     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. Pursuant to Section 6.5 of the Credit Agreement, the Companies have the right torequest an increase in the Revolving Commitment Amount by an amount (for all such requests) notexceeding $10,000,000.     C. The Companies have requested that the Revolving Commitment Amount be increased by$5,000,000 from $10,000,000 to $15,000,000 (the “Increase”), and the Increasing Lender hasagreed to such increase upon the terms and conditions specified herein.AGREEMENT     12. The Companies, the Administrative Agent, and the party signatory hereto as the IncreasingLender hereby agree that from and after the date hereof, the Increasing Lender shall have therespective Commitment as set forth on the attached Supplement to Annex A. Such increase inthe Commitment of the Increasing Lender shall represent an increase in the Aggregate RevolvingCommitment pursuant to Section 6.5 of the Credit Agreement.     13. This Commitment Increase Supplement shall be effective on the date (the “IncreaseEffective Date”) that (i) the Companies and the Increasing Lender execute a counterpart hereofand deliver the same to the Administrative Agent, (ii) the Administrative Agent executes acounterpart hereof, (iii) each of the conditions set forth in that certain Amendment to CreditAgreement, dated as of November 2, 2007, by and among the Companies, the Administrative and theLenders shall have been fulfilled.     14. The Companies (i) represent and warrant that before and after giving effect to theIncrease, (A) the representations and warranties contained in Section 9 of the CreditAgreement and in the other Loan Documents are true and correct on and as of the Increase EffectiveDate, except to the extent that such representations and warranties specifically refer to anearlier date, in which case they are true and correct as of such earlier date, and (B) no UnmaturedEvent of Default or Event of Default exists or shall result from such Increase, (ii) ratify andconfirm each of the Loan Documents to which it is a party, (iii) agree that all Loan Documentsshall apply to the Obligations as they are increased by this Commitment Increase Supplement, and(iv) agree
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that their obligations and covenants under each Loan Document are otherwise unimpaired herebyand shall remain in full force and effect.     15. This Commitment Increase Supplement may not be amended, changed, waived or modified,except by a writing executed by the parties hereto.     16. This Commitment Increase Supplement together with the Credit Agreement embody the entireagreement among the Increasing Lender, the Companies and the Administrative Agent with respect tothe subject matter hereof and supersedes all other prior arrangements and understandings relatingto the subject matter hereof.     17. This Commitment Increase Supplement may be executed in any number of counterparts, each ofwhich shall be deemed to be an original. Each such counterpart shall become effective whencounterparts have been executed by all parties hereto. Delivery of an executed counterpart of thisCommitment Increase Supplement by telecopier shall be effective as delivery of a manually executedcounterpart of this Commitment Increase Supplement.     18. This Commitment Increase Supplement shall be binding upon and inure to the benefit of eachLender, the Administrative Agent, and the Companies and their respective successors and permittedassigns, except that no party may assign or transfer any of its rights or obligations hereunderwithout the prior written consent of the other parties.     19. THIS COMMITMENT INCREASE SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BYTHE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE.*[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]*
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     IN WITNESS WHEREOF, the Administrative Agent, the Companies, and the Increasing Lender haveexecuted this Commitment Increase Supplement as of the date shown above.         AKORN, INC.           By: /s/ Jeffrey A. Whitnell    Title:  Chief Financial Officer, Treasurerand Secretary           AKORN (NEW JERSEY), INC.           By: /s/ Jeffrey A. Whitnell    Title:  Chief Financial Officer, Treasurerand Secretary           LASALLE BANK NATIONAL ASSOCIATION,    as Administrative Agent and Lender           By: /s/ Patrick J. O’Toole    Title:  First Vice President  
 

 
SUPPLEMENTTO ANNEX ALENDERSAND PRO RATA SHARES     **Lender** **Revolving**