if there were no Revolving Loans outstanding during such Computation Period,$5,000,000, or (y) otherwise, the greater of (i) $5,000,000 and (ii) 50% of theamount added pursuant to this clause (e) plus (f) solely for determiningEBITDA for the Computation Periods ending March 30, 2008, June 30, 2008, September30, 2008 and December 31, 2008, the amount of the filing fee for a New DrugApplication actually paid in cash to the Food and Drug Administration by Akorn onJuly 31, 2007, such amount not to exceed $896,000 and the amount actually paid incash by Akorn on October 22, 2007 in connection with securing exclusive rights tocertain intellectual property, such amount not to exceed $350,000.     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 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) No Event of Default or Unmatured Event of Default has occurred and is continuing.
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     3. **Conditions to Effectiveness**. The effectiveness of this Amendment is conditionedupon the execution and delivery of this Amendment by each Company, theAdministrative 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 take suchfurther action, as may be necessary from time to time to perfect and maintain the liens andsecurity 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.
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[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: CFO           AKORN (NEW JERSEY), INC.           By: /s/ Jeffrey A. Whitnell           Title: CFO           LASALLE BANK NATIONAL ASSOCIATION,    as Administrative Agent and Lender           By: /s/ Patrick J. O’Toole           Title: Senior Vice President