10,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 17, 2009 by and among AKORN, INC. and AKORN (NEW JERSEY), INC., as Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES EJ FUNDS LP for...Credit Agreement • August 21st, 2009 • Akorn Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of August 17, 2009, by and among Akorn, Inc., a Louisiana corporation (“Akorn”), Akorn (New Jersey), Inc., an Illinois corporation (“Akorn NJ”; together with Akorn, each a “Borrower” and together the “Borrowers”), the other Persons party hereto that are now or hereafter designated as a “Credit Party”, EJ Funds LP, a Delaware limited partnership (successor to General Electric Capital Corporation, a Delaware corporation (“GE Capital”) and herein, in its individual capacity, “EJ Funds”) as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2009 • Akorn Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2009, by and among AKORN, INC., a Louisiana corporation (the “Company”), THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989 (the “Kapoor Trust”) and EJ Funds LP, a Delaware limited partnership (“EJ Funds” and together with the Kapoor Trust and their respective Affiliates, the “Investors”). Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to such terms in the Restated Credit Agreement (herein defined).
AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTESubordination Agreement • August 21st, 2009 • Akorn Inc • Pharmaceutical preparations • Illinois
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, MODIFIED OR REPLACED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF AUGUST 17, 2009, AMONG THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989, AKORN, INC. (“AKORN”), AKORN (NEW JERSEY), INC. (“AKORN NEW JERSEY” AND TOGETHER WITH AKORN, THE “COMPANIES”, AND EACH A “COMPANY”), AND EJ FUNDS, LP (“AGENT”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANIES PURSUANT TO THAT CERTAIN CREDIT AGREEMENT DATED AS OF JANUARY 9, 2009 AMONG THE COMPANIES, GENERAL ELECTRIC CAPITAL CORPORATION, AS A LENDER AND AS AGENT FOR THE LENDERS (“GE CAPITAL”) AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS SUCH CREDIT AGREEMENT HAS BEEN (I) ASSIGNED BY GE CAPITAL AND THE OTHER LENDERS A PARTY THERETO TO EJ FUNDS LP, AS AGENT AND LENDER PURSUANT TO AN ASSIGNMENT AGREEMENT DATED AS
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • August 21st, 2009 • Akorn Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED SUBORDINATION AGREEMENT dated as of August 17, 2009 (this “Agreement”) is by and among THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989 (“Subordinated Creditor”), AKORN, INC., a Louisiana corporation (“Akorn”), AKORN (NEW JERSEY), INC., an Illinois corporation (“Akorn New Jersey” and together with Akorn, the “Companies” and each a “Company”), and EJ FUNDS, LP (“EJ Funds”), a Delaware limited partnership (and assignee of General Electric Capital Corporation, a Delaware corporation (“GE Capital”) (“Agent”) for all Senior Lenders party to the Restated Credit Agreement described below) and amends and restates that certain Subordination Agreement entered into as of January 7, 2009, by and among the same parties.
AKORN, INC. COMMON STOCK PURCHASE WARRANT To Purchase 2,099,935 Shares of Common StockAkorn Inc • August 21st, 2009 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, THE JOHN N. KAPOOR TRUST DATED SEPTEMBER 20, 1989 (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 17, 2009 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akorn, Inc., a Louisiana corporation (the “Company”), up to Two Million Ninety-Nine Thousand Nine Hundred Thirty-Five (2,099,935) shares, subject to adjustment as set forth herein (the “Warrant Shares”) of Common Stock, no par value per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.16 per share, subject to adjustment hereunder. The Exercise Price and the number of Warrant
