EXHIBIT 10.6
ACKNOWLEDGMENT OF SUBORDINATION
THIS ACKNOWLEDGMENT OF SUBORDINATION (this "Acknowledgment") is made as of
October 7, 2003, by and between Akorn, Inc. a Louisiana corporation (the
"Company"), and The Xxxx X. Xxxxxx Trust dated 9/20/89 (the "Lender").
WHEREAS, the Company and the Lender are parties to that certain
Convertible Bridge Loan and Warrant Agreement dated as of July 12, 2001 (as
amended from time to time, most recently pursuant to the terms of that certain
Fourth Amendment dated the date hereof, the "Agreement");
WHEREAS, in connection with the refinancing of certain indebtedness of the
Company pursuant to the terms of that certain Credit Agreement dated the date
hereof, among the Company, Akorn (New Jersey), Inc., LaSalle Bank National
Association ("LaSalle") and certain other parties thereto, the Lender has
entered into that certain Subordination and Intercreditor Agreement dated the
date hereof (the "Subordination Agreement"), in favor of LaSalle and
acknowledged by the Company and Akorn (New Jersey), Inc.; and
WHEREAS, the Company and the Lender wish to acknowledge certain matters as
set forth herein.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements contained in the Agreement, the parties, intending to be bound,
hereby agree and acknowledge as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Agreement.
2. Acknowledgment. Each of the Company and the Lender acknowledges that
the indebtedness represented by the Note to which this Acknowledgement is
affixed (regardless of when or whether this Acknowledgment is so affixed) is
subject to the terms contained in the Subordination Agreement.
3. Effectuation. This Acknowledgment shall be deemed effective immediately
upon its full execution and without any further action required by the parties
hereto. There are no conditions precedent or subsequent to the effectiveness of
this Acknowledgment.
4. Counterparts. This Acknowledgment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. One or more counterparts
of this Acknowledgment may be delivered by facsimile, with the intention that
delivery by such means shall have the same effect as delivery of an original
counterpart thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Acknowledgment as of
the date first written above.
AKORN, INC.
By:
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Name:
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Title:
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THE XXXX X. XXXXXX TRUST DATED
9/20/89
By:
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Xxxx X. Xxxxxx, Trustee
