<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

                         DATE OF REPORT: APRIL 17, 2001
                        (DATE OF EARLIEST EVENT REPORTED)

                                   AKORN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Louisiana                       0-13976                72-0717400
STATE OR OTHER JURISDICTION OF   (COMMISSION FILE NUMBER)     (I.R.S. EMPLOYER
       INCORPORATION                                         IDENTIFICATION NO.)


                              2500 MILLBROOK DRIVE
                          BUFFALO GROVE, ILLINOIS 60089
                    (Address of principal executive offices)

                                 (847) 279-6100

                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)



<PAGE>   2


Item 5. Other Events

     On April 17, 2001, Akorn, Inc. (the "Company") and its wholly-owned
subsidiary, Akorn (New Jersey), Inc, ("Akorn NJ" and with the Company the
"Borrowers") and The Northern Trust Company, Chicago, Illinois (the "Lender")
executed and delivered amendments to the Amended and Restated Credit Agreement
dated as of September 15, 1999, as amended by a certain First Amendment thereto
dated as of December 28, 1999 (said Amended and Restated Credit Agreement, as so
amended and as further amended as herein described, being referred to as the
"Credit Agreement").

     Pursuant to the Second Amendment and Waiver, dated as of February 15, 2001
(the "Second Amendment"), the Borrowers and Lender agreed to amend the Credit
Agreement in certain respects, including, without limitation, to: (i) provide
for monthly accounts receivable reports; (ii) grant to the Lender a second
mortgage lien on certain real estate of the Borrowers, commonly known as 150 S.
Wyckles Road, Decatur, Illinois and 1222 W. Grand Avenue/1365 N. University
Avenue, Decatur, Illinois; (iii) reduce the aggregate Commitment of the Lender
to make advances to the Borrowers from $45,000,000 to $41,000,000; and (iv)
amend the Applicable Percentage (as defined in the Credit Agreement) to equal
2.5% with respect to LIBOR Rate and Federal Funds Rate Loans.

     In addition, the Lender agreed to waive the Borrower's prior non-compliance
with the Lender's requirements concerning the Minimum Net Income, Cash Flow
Coverage Ratio, Ratio of Funded Debt to EBITDA, as those terms are defined in
the Credit Agreement, as amended.

     Pursuant to the Third Amendment and Waiver, dated as of April 16, 2001 (the
"Third Amendment"), the Borrowers and the Lender agreed to further amend the
Credit Agreement in certain respects, including without limitation, to: (i)
extend the term of the Credit Agreement to January 1, 2002; (ii) revise certain
covenants to require Borrowers to maintain certain Cash Flow Coverage Ratios,
Minimum Monthly EBITDA and Borrowing Base and to limit Borrowers' Capital
Expenditures for the Fiscal Year 2001 to $2,000,000; (iii) add monthly Accounts
Receivable and financial statement and weekly cash flow reporting requirements;
(iv) require the delivery to Lender of a budget for the Fiscal Year 2001 by July
31, 2001; (v) eliminate the LIBOR Rate and the Federal Funds Rate pricing and
have the Borrowers henceforth pay interest at the Prime Rate plus three percent
(3%); (vi) amortize the outstanding Loans to the Lender and reduce the
Commitment of the Lender to make Advances to the Borrowers with each
amortization payment to $43,500,000 on May 15, 2001, to $42,000,000 on July 15,
2001, to $40,000,000 on October 15, 2001 and to $37,500,000 on December 31, 2001
and to make Mandatory Prepayments if the outstanding Advances are in excess of
those amounts on the dates specified; and (vi) allow for the injection of
certain subordinated debt in the amount of $3,000,000 from EJ Financial
Enterprises, Inc. or Dr. John Kapoor into the Borrowers, which indebtedness
would be subordinate to the debt evidence by the Credit Agreement (the "Senior
Debt").

     In addition, the Lender agreed to waive the Borrower's prior non-compliance
with the Lender's requirements concerning the Minimum Net Income, Cash Flow
Coverage Ratio and Ratio of Funded Debt to EBITDA, as those terms are defined on
the Credit Agreement.



<PAGE>   3
     In order to comply with the requirement set forth in the Third Amendment
that the Company obtain $3,000,000 of subordinated debt (the "Subordinated
Debt"), the Company entered into negotiations with Dr. John N. Kapoor, the
Company's largest shareholder and currently the President and interim CEO of the
Company, to determine whether Dr. Kapoor would be willing to provide the
Subordinated Debt under terms acceptable to the Company and its lenders. On
April 17, 2001, at the conclusion of negotiations between Dr. Kapoor and members
of the Audit Committee of the Board of Directors, the Company entered into a
Letter of Commitment with Dr. Kapoor providing for Dr. Kapoor, or an entity
affiliated with Dr. Kapoor, to fund the $3,000,000 of Subordinated Debt. The
purpose of the Subordinated Debt would be to provide the Company with working
capital and for other general corporate purposes. Under the terms of the Letter
of Commitment, the Subordinated Debt will mature thirty-six (36) months from the
date of funding and may be converted, at Dr. Kapoor's option, into shares of the
Company's common stock at the closing stock price on April 17, 2001, the date of
the Letter of Commitment (the "Commitment Date"). At the Commitment Date, the
closing stock price for the Company's common stock was $2.280. The Subordinated
Debt will bear interest at the same rate as the Senior Debt, be accrued monthly
and paid quarterly, and be subordinate to and subject to the terms of the Senior
Debt.

     As additional consideration for the Subordinated Debt, the Letter of
Commitment provides for Dr. Kapoor, or an entity affiliated with Dr. Kapoor, to
receive warrants to purchase 1,000,000 shares of the Company's common stock
exercisable at a 25% premium over the $2.280 common stock closing price on the
Commitment Date. These warrants would have an expiration date of five (5) years
from the date of issuance. The Company and Dr. Kapoor are presently working on
the documentation for the Subordinated Debt in accordance with the provisions of
the Letter of Commitment.

     Under the terms of the Third Amendment, the Subordinated Debt must be in
place no later than May 15, 2001. Normally, shareholder approval would be
sought, in accordance with NASD rules, however, the 28 day time frame imposed by
the Company's lenders does not provide the Company with the ability to do this.
Accordingly, the Company has made application to the NASD for an exception to
obtaining shareholder approval. 


Item 7.  EXHIBITS.

     Exhibit 10.1.    Second Amendment and Waiver, dated as of February 15,
                      2001, to the Amended and Restated Credit Agreement dated
                      as of September 15, 1999 between Akorn, Inc. and The
                      Northern Trust Company.




<PAGE>   4

     Exhibit 10.2.    Third Amendment and Waiver, dated April 16, 2001, to the
                      Amended and Restated Credit Agreement dated as of
                      September 15, 1999 between Akorn, Inc. and The Northern
                      Trust Company.

     Exhibit 10.3.    Promissory Note dated April 16, 2001

     Exhibit 10.4.    Letter of Commitment dated April 17, 2001











<PAGE>   5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly causes this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                 AKORN, INC.



                                                 By: /s/ Kevin M. Harris
                                                    ----------------------------
                                                       KEVIN M. HARRIS, Chief
                                                       Financial Officer


                                                 DATED:  April 24, 2001







<PAGE>   6

                                  EXHIBIT INDEX

     Exhibit 10.1.    Second Amendment and Waiver, dated as of February 15,
                      2001, to the Amended and Restated Credit Agreement dated
                      as of September 15, 1999 between Akorn, Inc. and The
                      Northern Trust Company.

     Exhibit 10.2.    Third Amendment and Waiver, dated April 16, 2001, to the
                      Amended and Restated Credit Agreement dated as of
                      September 15, 1999 between Akorn, Inc. and The Northern
                      Trust Company.

     Exhibit 10.3.    Promissory Note dated April 16, 2001

     Exhibit 10.4.    Letter of Commitment dated April 17, 2001










<PAGE>   1

                                                                    EXHIBIT 10.1


                        SECOND AMENDMENT AND WAIVER DATED
                             AS OF FEBRUARY 15, 2001
                    TO AMENDED AND RESTATED CREDIT AGREEMENT
                         DATED AS OF SEPTEMBER 15, 1999

         THIS SECOND AMENDMENT AND WAIVER, dated as of February 15, 2001 (this
"Amendment"), is entered into among AKORN, INC., a Louisiana corporation
("Akorn"), AKORN NEW JERSEY, INC., an Illinois corporation ("Akorn NJ";
collectively with Akorn, the "Borrowers" and each a "Borrower"), and THE
NORTHERN TRUST COMPANY, an Illinois banking corporation having its principal
office at 50 South LaSalle Street, Chicago, Illinois 60675 (the "Lender").

                                    RECITALS:

         A. The Borrowers and the Lender have entered into an Amended and
Restated Credit Agreement dated as of September 15, 1999, as amended by a First
Amendment thereto, dated as of December 28, 1999 (said Amended and Restated
Credit Agreement, as so amended, shall hereinafter be referred to as the
"Agreement"; the terms defined in the Agreement and not otherwise defined herein
shall be used herein as defined in the Agreement).

         B. The Borrowers and the Lender wish to (a) amend the Agreement to (i)
provide for monthly accounts receivable reports; (ii) grant to the Lender a lien
on certain real estate of the Borrowers; (iii) reduce the Commitment from
$45,000,000 to $41,000,000;
 (iv) amend the Applicable Percentage for LIBOR Rate
and Federal Funds Rate Loans; and (v) otherwise amend certain provisions of the
Agreement and (b) waive certain Events of Default.

         C.       Therefore, the parties hereto agree as follows:

1.       AMENDMENTS TO THE AGREEMENT.

               1.1. SECTION 1.1 OF THE AGREEMENT.  The following amendments 
shall be made to Section 1.1 of the Agreement:

               (a)  The definition of "Commitment" is hereby amended and 
restated in its entirety as of the date hereof as follows:

               ""Commitment" shall mean the aggregate commitment of the Lender 
         to make Advances and issue Letters of Credit, which aggregate 
         commitment shall be $45,000,000 on or before March 30, 2001 and
         $41,000,000 on March 31, 2001, as such amount may be further adjusted,
         if at all, from time to time in accordance with Section 2.3 of the
         Agreement.

               (b)  The definition of "Applicable Percentage" is hereby amended 
and restated in its entirety as of the date hereof to read as follows:



<PAGE>   2

               ""Applicable Percentage" shall mean, with respect to LIBOR Rate
         Loans or Federal Funds Rate Loans, 2.50%."

                    The related definition of and use of the word "Level" is
hereby deleted as of the date hereof each time it appears in the Agreement.

               (c)  The definition of "Loan Documents" is hereby amended and 
restated in its entirety as of the date hereof to read as follows:

               ""Loan Documents" shall mean the Agreement, the Note, the
         Security Agreements, the Letters of Credit, the Junior Mortgage and all
         other agreements, instruments, documents and certificates identified in
         the Schedule of Documents in favor of Lender and including (without
         limitation) all other documents, agreements, pledges, powers of
         attorney, consents, assignments, contracts, notices, and all other
         written matter whether heretofore, now or hereafter executed by or on
         behalf of any Borrower or any of its Affiliates, or any employee of any
         Borrower or any of its Affiliates, and delivered to Lender in
         connection with the Agreement or the transactions contemplated hereby."

               (d)  The definition of "Junior Mortgage" is hereby inserted in 
alphabetical order as of the date hereof to read as follows:

                ""Junior Mortgage" shall mean that certain Junior Mortgage,
         dated as of February 15, 2001, executed by ___________________ in favor
         of Lender, as the same may be amended, modified or supplemented from
         time to time."

               1.2. SECTION 2.3 OF THE AGREEMENT. Section 2.3 of the Agreement 
is hereby amended as of the date hereof to add a sentence at the end thereof as
follows: "In the event the outstanding amount of Advances exceeds the Commitment
at any time, the Borrowers shall prepay such excess immediately without further
action or notice required from Lender."

               1.3. SECTION 5.1 OF THE AGREEMENT.  Section 5.1 of the Agreement 
is hereby amended as of the date hereof by _______________________________
inserting a new clause (g) therein to read as follows:_______________________

               "(g) Monthly Accounts Receivable Report. Within five (5) days
         after the end of each month, beginning with the month ending February
         28, 2001, Borrowers shall provide to Lender with an accounts receivable
         aging schedule for such month, and, including with such schedule, a
         calculation of the monthly collections of its accounts receivable for
         such month ended, all in form and substance satisfactory to Lender."

               1.4. SECTION 6 OF THE AGREEMENT.  Section 6 of the Agreement is 
hereby amended as of the date hereof by inserting a new subsection 6.13 therein
to read as follows:

               "6.13 Delivery of Documentation. Borrowers shall deliver to
         Lender, on or prior to 5:00 p.m., Chicago time, February 23, 2001 (the
         "Delivery Date"), in form and substance satisfactory to Lender: (a)
         recommendation letters from PMD 

                                      -2-

<PAGE>   3

         Consulting and Donnelly Consulting addressing the FDA 483 M Warning
         Letter issued to Borrowers from the Food and Drug Administration, and
         (b) appraisal pertaining to the Borrowers' machinery and equipment
         from a certified appraiser. Notwithstanding Section 8.1(c) hereof,
         failure to deliver the documents in the foregoing clauses (a) and (b)
         on or prior to the Delivery Date shall constitute an immediate Event
         of Default."

               1.5. EXHIBIT E TO THE AGREEMENT.  The Agreement is hereby 
amended as of the date hereof to add a new Exhibit E thereto to be in the form
set forth as Exhibit E attached hereto.

2.   WAIVER. The Borrowers have advised the Lender that they are not or have not
been in compliance with Section 7.10(a) (Minimum Net Income), Section 7.10(c)
(Cash Flow Coverage Ratio), and Section 7.10(d) (Ratio of Funded Debt to EBITDA)
of the Agreement for its fiscal quarter ended December 31, 2000. On the date
hereof, as of and through December 31, 2000, the Lender waives compliance by the
Borrowers with Section 7.10(a), Section 7.10(c) and Section 7.10(d). The
Lender's waiver of non-compliance with Section 7.10(a), Section 7.10(c) and
Section 7.10(d) of the Agreement is limited to the specific instance of failure
to comply which is described above and shall not be deemed a waiver of or
consent to any other failure to comply with the terms of Section 7.10(a),
Section 7.10(c) and Section 7.10(d) of the Agreement or any other provisions of
the Agreement. Such waiver shall not prejudice or constitute a waiver of any
right or remedies which the Lender may have or be entitled to with respect to
any other breach of Section 7.10(a), Section 7.10(c) and Section 7.10(d) or any
other provision of the Agreement.

3.   WARRANTIES.  To induce the Lender to enter into this Amendment, each 
Borrower warrants that:

          3.1. AUTHORIZATION. Such Borrower is duly authorized to execute and 
deliver this Amendment and the Junior Mortgage and is and will continue to be
duly authorized to borrow monies under the Agreement, as amended hereby, and to
perform its obligations under the Agreement, as amended hereby, under the Note
and under all other Loan Documents.

          3.2. NO CONFLICTS. The execution and delivery of this Amendment and 
the Junior Mortgage, and the performance by such Borrower of its obligations
under the Agreement, as amended hereby, under the Note and under the other Loan
Documents, do not and will not conflict with any provision of law or of the
charter or by-laws of such Borrower or of any agreement binding upon such
Borrower.

          3.3. VALIDITY AND BINDING EFFECT. The Agreement, as amended hereby, 
is, and the Junior Mortgage when duly executed and delivered will be, legal,
valid and binding obligations of such Borrower, enforceable against such
Borrower in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.


                                      -3-


<PAGE>   4

4.   CONDITIONS PRECEDENT TO AMENDMENTS AND WAIVER.  The amendments contemplated
by Section 1 and the waiver in Section 2 hereof are subject to the satisfaction
of each of the following conditions precedent:

          4.1. DOCUMENTATION.  The Borrowers shall have delivered to the Lender 
all of the following, each duly executed and dated the closing date hereof, in
form and substance satisfactory to the Lender:

          (a)  Junior Mortgage.  A duly executed Junior Mortgage, together with 
such UCC financing statements, title insurance notices and such other documents
as the Lender shall request.

          (b)  Resolutions. A copy, duly certified by the secretary or an 
assistant secretary of each Borrower, of (i) resolutions of such Borrower's
Board of Directors authorizing or ratifying the execution and delivery of this
Amendment, the Junior Mortgage and all other documents to be delivered in
connection herewith and authorizing the borrowings under the Agreement, as
amended hereby, (ii) all documents evidencing other necessary corporate action,
and (iii) all approvals or consents, if any, with respect to this Amendment and
the Junior Mortgage.

          (c)  Incumbency Certificate. A certificate of the secretary or an 
assistant secretary of each Borrower certifying the names of such Borrower's
officers authorized to sign this Amendment, the Junior Mortgage and all other
documents or certificates to be delivered hereunder, together with the true
signatures of such officers.

          (d)  Opinion.  An opinion of Burke, Warren, MacKay & Serritella, 
counsel to the Borrowers, addressed to the Lender, in substantially the form of
Exhibit C hereto.

          (e)  Certificate.  A certificate of the president or chief financial 
officer of each Borrower as to the matters set out in Sections 4.2 and 4.3
hereof.

          (f)  Participant Consent.  The Lender shall have obtained the written 
consents of each of its existing participants to the execution, delivery and
performance of this Amendment and all other documents to be delivered in
connection herewith.

          (g)  Other.  Such other documents as the Lender may reasonably 
request.

          4.2. NO DEFAULT.  After giving effect to the waiver herein, as of the 
closing date hereof, no Event of Default or Default under the Loan Documents
shall have occurred and be continuing.

          4.3. WARRANTIES. After giving effect to the waiver herein, as of the 
closing date hereof, the warranties in the Loan Documents and in Section 3 of
this Amendment shall be true and correct as though made on such date, except for
such changes as are specifically permitted under the Agreement.


                                      -4-


<PAGE>   5

          4.4. AMENDMENT FEE. The Borrowers shall have paid to the Lender, for 
the account of the Lender and its participants who have approved in writing the
transactions contemplated by this Amendment on or before the close of business,
Chicago time, on February __, 2001, a fee equal to the product of 25 basis
points times the Commitment of the Lender and such consenting participants. Such
fee shall be non-refundable after February __, 2001. The Lender shall forward to
each consenting participant its portion of such amendment fee.

5.        GENERAL.

          5.1. EXPENSES. Each Borrower agrees to pay the Lender upon demand for 
all reasonable expenses, including reasonable attorneys' and legal assistants'
fees (which attorneys and legal assistants may be employees of the Lender),
incurred by the Lender in connection with the preparation, negotiation and
execution of this Amendment, the Junior Mortgage and any document required to be
furnished therewith.

          5.2. LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND 
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

          5.3. SUCCESSORS.  This Amendment shall be binding upon each Borrower 
and the Lender and their respective successors and assigns, and shall inure to
the benefit of each Borrower and the Lender and the successors and assigns of
the Lender.

          5.4. CONFIRMATION OF THE AGREEMENT.  The Agreement, as amended 
hereby, and the other Loan Documents shall remain in full force and effect and
is hereby ratified and confirmed in all respects.

          5.5. REFERENCES TO THE AGREEMENT. Each reference in the Agreement to 
"this Agreement," "hereunder," "hereof," or words of similar import in
instruments or documents provided for in the Agreement or delivered or to be
delivered thereunder or in connection therewith, shall, except where the context
otherwise requires, be deemed a reference to the Agreement as amended hereby.

          5.6. COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute but one and the same Amendment. Delivery of an
executed counterpart of this Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this Amendment.


                                      -5-


<PAGE>   6



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers thereunto duly
authorized as of the date first written above.

                                     AKORN, INC.

                                     By: /s/ Rita McConville               
                                         ---------------------------------------

                                     Title Chief Financial Officer         
                                           -------------------------------------

                                     AKORN NEW JERSEY, INC.

                                     By: /s/ Rita McConville          
                                         ---------------------------------------

                                     Title Chief Financial Officer   
                                           -------------------------------------

                                     THE NORTHERN TRUST COMPANY

                                     By: /s/ Deborah Brooks    
                                         ---------------------------------------

                                     Title Vice President        
                                           -------------------------------------


                                      -6-

<PAGE>   7


                                    EXHIBIT C

                           [FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY]



The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois  60675

Attention:

Ladies and Gentlemen:

         We have acted as counsel for Akorn, Inc. and Akorn New Jersey, Inc.
(collectively, the "Borrowers" and each individually a "Borrower") in connection
with a Second Amendment and Waiver dated as of February 15, 2001 (the
"Amendment") to the Amended and Restated Credit Agreement dated as of September
15, 1999, as amended, entered into among the Borrowers and Lender (the
"Agreement"), and the transactions and other documents and instruments described
therein. Unless otherwise defined herein, capitalized terms used herein shall
have the respective meanings assigned to such terms in the Amendment.

         In so acting, we, as counsel for the Borrowers, have made such factual
inquiries, and we have examined or caused to be examined such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion
and, upon the basis of such inquiries and examination, advise you that, in our
opinion:

         1. Each Borrower is a corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation, and is duly
qualified and in good standing as a foreign corporation in all other
jurisdictions in which its present operations or properties require such
qualification.

         2. Each Borrower has full corporate power and authority to enter into
the Amendment and to perform its obligations under the Agreement, as amended by
the Amendment and under the Junior Mortgage.

         3. The execution and delivery of the Amendment and the Junior Mortgage,
the performance by each Borrower of its obligations under the Agreement, as
amended by the Amendment and under the Junior Mortgage, and the borrowings by
each Borrower under the Agreement, as amended by the Amendment, have been duly
authorized by all necessary corporate action, and the Amendment and the Junior
Mortgage have been duly executed and delivered on behalf of each Borrower and
constitute valid and binding obligations of such Borrower, enforceable in
accordance with their respective terms, except as enforceability may be limited
by 



<PAGE>   8


bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.

         4. There is no provision in such Borrower's articles of incorporation
or by-laws, nor any provision in any indenture, mortgage, contract or agreement
to which such Borrower is a party or by which it or its properties may be bound
and of which we have knowledge, nor any law, statute, rule or regulation, nor
any writ, order or decision of any court or governmental instrumentality binding
on such Borrower which would be contravened by the execution and delivery of the
Amendment or the Junior Mortgage, nor do any of the foregoing prohibit such
Borrower's performance of any term, provision, condition, covenant or any other
obligation of such Borrower contained in the Agreement, as amended by the
Amendment or in the Junior Mortgage.

         5. Neither the making of the Amendment or the Junior Mortgage nor
performance of the Agreement, as amended by the Amendment or the Junior
Mortgage, nor the borrowing under the Agreement, as amended by the Amendment,
requires the consent or approval of any governmental instrumentality.


                                                              Very truly yours,




<PAGE>   9



The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois  60675

Re:  Second Amendment and Waiver dated as of February 15, 2001 (the "Amendment")
     to Amended and Restated Agreement dated as of September 15, 1999, as
     amended (the "Agreement"), among Akorn, Inc. and Akorn New Jersey, Inc.
     (the "Borrowers") and The Northern Trust Company (the "Lender") 


Ladies and Gentlemen:

This certificate is being delivered to the Lender pursuant to Section 4.1(e) of
the Amendment. Terms used in this certificate which are defined in the Agreement
shall have the same meaning herein as therein.

In connection with the closing today of the Amendment, the undersigned officer
of each Borrower hereby certifies as follows:

         1.    After giving effect to the waiver in the Amendment, no Event of 
               Default or Default under the Loan Documents has occurred and is 
               continuing.

         2.    After giving effect to the waiver in the Amendment, the
               warranties in the Loan Documents and in Section 3 of the
               Amendment are true and correct as of the date hereof as though
               made on the date hereof, except for such changes as are
               specifically permitted under the Agreement.

                                              Very truly yours,

Dated February __, 2001                       AKORN, INC.


                                              By:  
                                                  ------------------------------
                                              Title:  Chief Financial Officer


                                              AKORN NEW JERSEY, INC.


                                              By:  
                                                  ------------------------------
                                              Title:  Chief Financial Officer




<PAGE>   1
                                                                    EXHIBIT 10.2

                        THIRD AMENDMENT AND WAIVER DATED
                              AS OF APRIL 16, 2001
                    TO AMENDED AND RESTATED CREDIT AGREEMENT
                         DATED AS OF SEPTEMBER 15, 1999

     THIS THIRD AMENDMENT AND WAIVER, dated as of April 16, 2001 (this
"Amendment"), is entered into among AKORN, INC., a Louisiana corporation
("Akorn"), AKORN (NEW JERSEY), INC., an Illinois corporation ("Akorn NJ";
collectively with Akorn, the "Borrowers" and each a "Borrower"), and THE
NORTHERN TRUST COMPANY, an Illinois banking corporation having its principal
office at 50 South LaSalle Street, Chicago, Illinois 60675 (the "Lender").

                                    RECITALS:

     A.   The Borrowers and the Lender have entered into an Amended and Restated
Credit Agreement dated as of September 15, 1999, as amended by a First Amendment
thereto, dated as of December 28, 1999 and as further amended by a Second
Amendment thereto, dated as of February 15, 2001 and a Waiver dated December 29,
2000 (said Amended and Restated Credit Agreement, as so amended, shall
hereinafter be referred to as the "Agreement"; the terms defined in the
Agreement and not otherwise defined herein shall be used herein as defined in
the Agreement).

     B.   The Borrowers and the Lender wish to (a) amend the Agreement in 
certain respects as set forth herein, including without limitation
 to (i) extend
the term of the Agreement, (ii) revise certain covenants, (iii) add reporting
requirements, (iv) eliminate LIBOR Rate and Federal Funds Rate pricing, (v)
amortize outstanding Loans and reduce the Commitment with each amortization
payment and (vi) allow for the injection of certain subordinated debt into the
Borrowers and (b) waive certain Events of Default.

     C.   Therefore, the parties hereto agree as follows:

1.   DEFINITIONS. Terms defined in the introductory paragraphs hereof shall have
their respective defined meanings when used in this Amendment and, except as
otherwise expressly provided herein, terms defined in the Agreement shall have
their respective defined meanings when used in this Amendment. In addition, the
following terms shall have the following meanings (terms defined in the
introductory paragraphs or this Section 1 in the singular to have correlative
meanings when used in the plural and vice versa):

          "Effective Date" shall mean April 16, 2001, provided that the
     conditions precedent in Section 5 hereof shall have been satisfied prior to
     termination of this Amendment as set forth in Section 7 hereof.



<PAGE>   2

2.   AMENDMENTS TO THE AGREEMENT. The following amendments are hereby made to 
the Agreement with effect from and after the Effective Date:

          2.1. Preamble to the Agreement. The phrase "AKORN NEW JERSEY, INC." in
the Preamble to the Agreement and anywhere else it appears in the Agreement is
hereby deleted and the phrase "AKORN (NEW JERSEY), INC." is substituted
therefor.

          2.2. Section 1.1 of the Agreement. The following amendments are hereby
made to Section 1.1 of the Agreement:

          (a) The following definitions are hereby deleted in their entirety and
the defined terms and the use of such defined terms are hereby deleted each time
such defined terms appear in the Agreement: "Applicable Percentage,"
"Conversion/Continuation Date," "Eurodollar Business Day," "Federal Funds Rate
Loan," "Funding Arrangements," "Level," "LIBOR Loan," "LIBOR Period," "LIBOR
Rate," and "Notice of Conversion/Continuation."

          (b) The definition of "Accounts Receivable" is hereby added to Section
1.1 in proper alphabetical order to read as follows:

          ""Accounts Receivable" shall mean the Borrowers' and their
     Subsidiaries' right to payment for a sale or lease and delivery of goods or
     rendition of services."

          (c) The definition of "Commitment" is hereby amended and restated in
its entirety to read as follows:

          ""Commitment" shall mean the aggregate commitment of the Lender to
     make Advances and issue Letters of Credit, which aggregate commitment shall
     be $45,000,000 until and including May 14, 2001, $43,500,000 from May 15,
     2001 until and including July 14, 2001, $42,000,000 from July 15, 2001
     until and including October 14, 2001, $40,000,000 from October 15, 2001
     until and including December 30, 2001 and $37,500,000 thereafter, as such
     amount shall be further adjusted from time to time in accordance with
     Section 2.3 of this Agreement."

          (d) The definition of "Debt Service" is hereby amended and restated in
its entirety to read as follows:

          ""Debt Service" shall mean, with respect to any Person for any period,
     an amount equal to the sum of (a) the Interest Charges and Letter of Credit
     fees for such period and (b) the scheduled amortization of any outstanding
     current maturities on Indebtedness for such period, excluding scheduled
     amortization of current maturities on the Obligations."

          (e) The definition of "Deduction" is hereby added to Section 1.1 in
proper alphabetical order to read as follows:

          ""Deduction" shall mean, for any month, Accounts Receivable which are
     determined by the Borrowers to be uncollectible; provided that the
     aggregate Deductions shall not exceed the following amounts as of the last
     day of each corresponding month:


                                      -2-

<PAGE>   3


          AMOUNT                         MONTH END
          ------                         ---------
          $6,114,455                     April, 2001
          $5,396,284                     May, 2001
          $5,268,331                     June, 2001
          $4,112,690                     July, 2001
          $3,990,172                     August, 2001
          $3,857,689                     September, 2001
          $3,795,592                     October, 2001
          $3,717,651                     November, 2001
          $3,576,347                     December, 2001


          (f) The definition of "Federal Funds Rate" is hereby amended by
deleting in its entirety clause (c) appearing therein.

          (g) The definition of "Floating Rate Loans" is hereby amended by
deleting the reference to "Federal Funds Rate Loans" appearing therein.

          (h) The definition of "Funded Debt" is hereby amended and restated in
its entirety to read as follows:

          ""Funded Debt" shall mean, with respect to Borrowers, all Indebtedness
     for borrowed money evidenced by notes, bonds, debentures, or similar
     evidences of Indebtedness, including, but not limited to, the Obligations
     (including, but not limited to, Letter of Credit Obligations), and
     unsecured financing by a seller of product lines to Borrowers which by its
     terms matures less than eighteen months from the date of determination
     thereof."

          (i) The definition of "Interest Payment Date" is hereby amended by
deleting the references to "Federal Funds Rate Loan," "LIBOR Loan" and "LIBOR
Period" appearing therein.

          (j) The definition of "Inventory" is hereby added to Section 1.1 in
proper alphabetical order to read as follows:

          ""Inventory" shall mean, as to any Person, finished goods and
     merchandise, wherever located, to be furnished under any contract of
     service or held for sale or lease, and all raw materials and
     work-in-progress that are used in connection with the manufacture of such
     finished goods and merchandise; provided, however, that Inventory shall not
     include finished goods and merchandise or raw materials and
     work-in-progress that are slow moving, obsolete or unmerchantable, as
     determined in accordance with GAAP."

          (k) The definition of "Junior Mortgage" is hereby amended and restated
in its entirety to read as follows:


                                      -3-

<PAGE>   4

          ""Junior Mortgage" shall mean that certain Junior Mortgage, dated as
     of February 15, 2001, executed by Akorn in favor of Lender on that certain
     property commonly known as (i) 1222 West Grand Avenue/1365 North University
     Avenue, Decatur, Illinois and (ii) 150 South Wyckus Road, Decatur, Illinois
     in form and substance satisfactory to Lender, as the same may be amended,
     modified or supplemented from time to time."

          (l) The definition of "Loan Documents" is hereby amended and restated
in its entirety to read as follows:

          ""Loan Documents" shall mean this Agreement, the Note, the Security
     Agreements, the Letters of Credit, the Junior Mortgage, the Subordination
     Agreement and all other agreements, instruments, documents and certificates
     identified in the Schedule of Documents in favor of Lender and including
     (without limitation) all other documents, agreements, pledges, powers of
     attorney, consents, assignments, contracts, notices, and all other written
     matter whether heretofore, now or hereafter executed by or on behalf of any
     Borrower or any of its Affiliates, or any employee of any Borrower or any
     of its Affiliates, and delivered to Lender in connection with the Agreement
     or the transactions contemplated hereby."

          (m) The definition of "Net Accounts Receivable" is hereby added to
Section 1.1 in proper alphabetical order to read as follows:

          ""Net Accounts Receivable" shall mean, for the period of
     determination, an amount equal to (a) Accounts Receivable, minus (b) (i)
     allowance for doubtful accounts, (ii) returns reserve, (iii) chargebacks
     reserve, (iv) Medicaid reserve, and (v) rebates reserve, all determined in
     accordance with the rules governing how such reserves in general are
     calculated under GAAP."

          (n) The definition of "Prime Rate" is hereby amended and restated in
its entirety to read as follows:

          ""Prime Rate" shall mean (a) a rate per year equal to that rate of
     interest per year announced from time to time by Lender called its prime
     rate, which rate at any time may not be the lowest rate charged by Lender,
     plus (b) three percent (3%) per annum. Changes in the Prime Rate shall take
     effect on the date set forth in each announcement for a change in Prime
     Rate."

          (o) The definition of "Subordination Agreement" is hereby added to
Section 1.1 in proper alphabetical order to read as follows:

          ""Subordination Agreement" shall mean that certain Subordination
     Agreement to be dated on or before May 15, 2001 from EJ Financial
     Enterprises, Inc. or Dr. John Kapoor, as applicable, in favor of Lender and
     acknowledged by Borrowers substantially in the form of Exhibit G, as the
     same may be amended, modified or supplemented from time to time."


                                      -4-

<PAGE>   5

          (p) The definition of "Termination Date" is hereby amended by deleting
the date "December 29, 2001" appearing therein and substituting the date
"January 1, 2002" therefor.

          2.3. Section 2.1 of the Agreement. Section 2.1 of the Agreement is
hereby amended by deleting in its entirety clause (x) appearing therein and by
deleting the word "or" appearing immediately before clause (x).

          2.4. Section 2.3 of the Agreement. Section 2.3 of the Agreement is
hereby amended and restated in its entirety to read as follows:

          "2.3 Prepayment, Commitment Reduction.

          (a) Voluntary Prepayments. Borrowers shall have the right at any time
     on three (3) days' prior written notice to the Lender to voluntarily prepay
     all or part of the Loans and permanently reduce or terminate the
     Commitment, and no prepayment fee, premium or penalty shall be payable in
     connection with any such voluntary prepayment. Upon any such voluntary
     prepayment and permanent reduction or termination of the Commitment, the
     Borrowers' right to receive Advances shall simultaneously terminate or be
     permanently reduced, as the case may be, by the amount of such payment.

          (b) Mandatory Prepayment. In the event that at any time the aggregate
     amount of Advances and Letter of Credit Obligations exceeds the applicable
     Commitment, the Borrowers shall immediately, and without notice or demand,
     prepay the outstanding amount of Advances by an amount equal to such
     excess. In addition, on the dates specified below, the Commitment shall
     automatically reduce to the amounts specified below and the Borrowers shall
     immediately repay outstanding Advances in excess thereof:

          COMMITMENT                    DATE
          ----------                    ----
          $43,500,000                   May 15, 2001
          $42,000,000                   July 15, 2001
          $40,000,000                   October 15, 2001
          $37,500,000                   December 31, 2001


     Borrowers shall not be able to borrow in excess of the reduced Commitment
     from time to time."

          2.5. Section 2.5 of the Agreement. Section 2.5 of the Agreement is
hereby amended by deleting all references to "LIBOR Rate," "Federal Funds Rate"
and "LIBOR Period" appearing therein.

          2.6. Section 2.10 of the Agreement. Section 2.10 of the Agreement is
hereby amended by deleting in its entirety clause (b) appearing therein.



                                      -5-

<PAGE>   6

          2.7. Section 2.13(c) of the Agreement. Section 2.13(c) of the
Agreement is hereby deleted in its entirety and the following substituted
therefor: "(c) Reserved".

          2.8. Section 2.14 of the Agreement. Section 2.14 of the Agreement is
hereby deleted in its entirety.

          2.9. Section 5 of the Agreement. Section 5 of the Agreement is hereby
amended as follows:

          (a) Section 5.1(g) of the Agreement is hereby amended and restated in
its entirety to read as follows:

          "(g) Monthly Reports. Within ten (10) Business Days after the end of
     each month, beginning with the month ending April 30, 2001, each in form
     and substance satisfactory to the Lender, a copy of (i) an Accounts
     Receivable aging schedule for such month and, including with such schedule,
     a calculation of the monthly collections of its Accounts Receivable for
     such month ended, (ii) an unaudited financial statement of the Borrowers
     for such month, prepared on a basis consistent with the audited financial
     statements of the Borrowers previously furnished to the Lender and, if
     required by the Lender, prepared on a consolidating and consolidated basis,
     signed by an authorized officer of Akorn and consisting of at least a
     balance sheet as at the end of such month and a statement of earnings and
     cash flow for such month, (iii) a schedule setting forth the total amount
     for such month of each of (A) sales discounts given (actual dollar amount
     and as a percentage of such monthly gross sales), (B) returns of product
     sold against gross sales and (C) write-offs of Accounts Receivable and bad
     debt and (iv) an Inventory schedule showing excess Inventory and Inventory
     turned obsolete for such month."

          (b) A new clause (h) is hereby added to read as follows:

          "(h) Budget. On or prior to July 31, 2001, a budget for the Fiscal
     Year 2001, prepared in a manner and format consistent with the other
     financial statements prepared by each Borrower and delivered to Lender and
     otherwise in form and substance satisfactory to Lender. Such budget shall
     present fairly the anticipated financial condition of each Borrower and
     each of its Subsidiaries."

          (c) A new clause (i) is hereby added to read as follows:

          "(i) Rolling Weekly Cashflow. Within five (5) Business Days after the
     end of each week commencing for the week ended April 20, 2001, a statement
     of cash flow for the thirteen (13) immediately preceding weeks then ended,
     in form and substance satisfactory to Lender."

          2.10. Section 6 of the Agreement. Section 6 of the Agreement is hereby
amended as follows:

          (a) A new subsection 6.14 is hereby added to read as follows:


                                      -6-

<PAGE>   7

          "6.14 Governmental Authority Reports. Borrowers shall promptly inform
     the Lender in writing in the event that any Governmental Authority to which
     it is subject, including, without limitation, the Food and Drug
     Administration ("FDA"), sends to any of the Borrowers any notice or other
     correspondence with respect to any Borrower's failure to comply with any
     applicable law, rule or regulation, including current good manufacturing
     practices as determined by the FDA, or of any other potential or actual
     non-compliance of the Borrowers of a material nature with the rules and
     regulations of any Governmental Authority."

          (b) A new subsection 6.15 is hereby added to read as follows:

          "6.15 Subordinated Loan. Borrowers shall have (a) received the cash
     proceeds of the Subordinated Loan, (b) caused EJ Financial Enterprises,
     Inc. or Dr. John Kapoor, as applicable, to deliver a fully executed
     Subordination Agreement to Lender and (c) delivered a certified copy of the
     Subordinated Note to Lender, all on or before May 15, 2001."

          (c) A new subsection 6.16 is hereby added to read as follows:

          "6.16 Junior Mortgage. Borrowers shall have delivered the Junior
     Mortgage to Lender, together with such other documents as Lender may
     reasonably request in connection therewith on or before April 20, 2001."

          2.11. Section 7.3 of the Agreement. Section 7.3 of the Agreement is
hereby amended by deleting the word "and" at the end of clause (f) thereof,
inserting the word "and" at the end of the new clause (h) thereof and inserting
a new clause (h) and clause (i) therein to read as follows:

     "(h) unsecured, subordinated debt in the maximum amount of $3,000,000 (the
     "Subordinated Loan") pursuant to that certain subordinated promissory note
     to be dated on or before May 15, 2001 executed by the Borrowers in favor of
     EJ Financial Enterprises, Inc. or Dr. John Kapoor, as applicable (the
     "Subordinated Note"); provided, however, that (i) such Subordinated Note
     expressly provides for its subordination to the payment of all Obligations,
     (ii) no payments of any kind, including without limitation, principal and
     interest shall be made under the Subordinated Note until all Obligations
     are paid in full and the Commitment has terminated, (iii) such Subordinated
     Note is otherwise in form and substance satisfactory to the Lender and (iv)
     EJ Financial Enterprises, Inc. or Dr. John Kapoor, as applicable, delivers
     to the Lender the Subordination Agreement; and (i) unsecured debt with
     maturities less than one (1) year injected by Dr. John Kapoor or EJ
     Financial Enterprises, Inc. for the purpose of meeting Borrowers'
     short-term cash deficits up to a maximum amount of $300,000 (each and
     collectively, the "Short Term Loans").

          2.12. Section 7.5 of the Agreement. Clause (b) of Section 7.5 of the
Agreement is hereby amended and restated in its entirety to read as follows:

     "(b) make any changes in its capital structure as described in Schedule
     4.9, with the exception of the conversion of the Subordinated Loan into
     common stock of the 



                                      -7-

<PAGE>   8

     Borrowers so long as no cash or other property (other than shares of common
     stock) of the Borrowers is given in exchange for the conversion of the
     Subordinated Loan, or"

          2.13. Section 7.10 of the Agreement. Section 7.10 of the Agreement is
hereby amended as follows:

          (a) Section 7.10(a) is hereby amended by adding the following at the
end thereof: "commencing on January 1, 2002."

          (b) Section 7.10(c) of the Agreement is hereby amended and restated in
its entirety to read as follows:

          "(c) Cash Flow Coverage Ratio. Borrowers and their Subsidiaries on a
     consolidated basis shall maintain a ratio of (a) EBITDA to (b) Debt Service
     plus capital expenditures (determined in accordance with GAAP), each
     measured for each Fiscal Quarter period ended, equal to or greater than
     1.0:1.0 for the fiscal quarter ending on June 30, 2001; 0.9:1.0 for the
     fiscal quarter ending on September 30, 2001; and 0.6:1.0 for the fiscal
     quarter ending on December 31, 2001."

          (c) Section 7.10(d) of the Agreement is hereby amended by adding the
following at the end thereof: "commencing on January 1, 2002."

          (d) A new clause (e) is hereby added to read as follows:

          "(e) Minimum Monthly EBITDA. The Borrowers' and their Subsidiaries'
     EBITDA on a consolidated basis shall equal or exceed for each month of the
     Fiscal Year 2001, measured at the end of such month, (i) $567,000 for each
     of the months from and including February, 2001 to and including September,
     2001 (with the exception of April, 2001, which shall equal or exceed $0,
     and May, 2001, which shall equal or exceed $100,000) and (ii) $400,000 for
     each of the months from and including October, 2001 to and including
     December, 2001. In addition, EBITDA for (y) the second Fiscal Quarter,
     measured as of June 30, 2001, shall equal or exceed $1,700,000, and (z) the
     four immediately preceding Fiscal Quarters ended on December 31, 2001 shall
     equal or exceed $4,400,000. For the Fiscal Year 2002 and thereafter, on a
     consolidated basis, the Borrowers' and their Subsidiaries' shall maintain a
     ratio of (a) EBITDA, measured at the end of each Fiscal Quarter for the
     four immediately preceding Fiscal Quarters then ended to (b) the sum of (i)
     Debt Service, measured as of the end of such Fiscal Quarter plus (ii)
     capital expenditures (determined in accordance with GAAP) for the four
     immediately preceding Fiscal Quarters then ended, measured at the end of
     such Fiscal Quarter, of at least 1.25:1.0; for the purposes of determining
     this ratio for the Fiscal Year 2002 and thereafter only, "Debt Service"
     shall mean, with respect to any Person for any period, an amount equal to
     the sum of (a) the Interest Charges and Letter of Credit fees for such
     period, measured at the end of each Fiscal Quarter for the four immediately
     preceding Fiscal Quarters then ended plus (b) the scheduled amortization of
     any outstanding current maturities on Indebtedness, measured at the end of
     each Fiscal Quarter for the four immediately following Fiscal Quarters."

          (e) A new clause (f) is hereby added to read as follows:



                                      -8-

<PAGE>   9
          "(f) Borrowing Base. Borrowers and their Subsidiaries on a
     consolidated basis shall maintain as of the last day of each month,
     commencing on March 31, 2001, the sum of (a) Net Accounts Receivable for
     such month minus (b) the Deduction for such month, plus (b) Inventory on
     hand, minus (c) Funded Debt equal to or greater than negative twenty
     million five hundred thousand dollars and no/100 (-$20,500,000.00)."

          2.14. Section 7.14 of the Agreement. Section 7.14 of the Agreement is
hereby amended by adding the following sentence at the end thereof:

     "In addition, the Borrowers may convert the Subordinated Loan into shares
     of common stock of the Borrowers, provided no cash or other property (other
     than the shares of common stock) of the Borrowers is given in exchange for
     the conversion of the Subordination Loan. Further, the Borrowers may repay
     Short Term Loans so long as no Event of Default has occurred and is
     continuing or would result from such payment of the Short Term Loans."

          2.15. Section 7 of the Agreement. Section 7 of the Agreement is hereby
amended by adding a new subsection 7.18 therein to read as follows:

          "7.18 Capital Expenditures. Borrowers, together in the aggregate,
     shall not spend more than $2,000,000 in the Fiscal Year 2001 to acquire
     fixed or capital assets."

          2.16. Section 8.1 of the Agreement. Section 8.1 of the Agreement is
hereby amended by adding a new clause (n) therein to read as follows:

          "(n) Business Interruption. Any of the Borrowers or their Subsidiaries
     are enjoined, restrained or in any way prevented by any Governmental
     Authority from conducting their business affairs."

          2.17. Exhibit B to the Agreement. Exhibit B to the Agreement is hereby
amended to be in the form of the Replacement Note (as defined below) set forth
as Exhibit A hereto.

          2.18. Exhibit D to the Agreement. Exhibit D to the Agreement is hereby
deleted in its entirety.

          2.19. Exhibit G to the Agreement. The Agreement is hereby amended to
add a new Exhibit G thereto to be in the form of the Subordination Agreement set
forth as Exhibit B hereto.

3.   WAIVER. The Borrowers have advised the Lender that they are not or have not
been in compliance with Section 7.10(a) (Minimum Net Income), Section 7.10(c)
(Cash Flow Coverage Ratio), and Section 7.10(d) (Ratio of Funded Debt to EBITDA)
of the Agreement for its fiscal quarter ended March 31, 2000, thereby resulting
in an Event of Default under Section 8.1(c) of the Agreement. Further, the
Borrowers have also failed (a) to comply with Section 2.3 (Prepayments,
Commitment Reduction) of the Credit Agreement by not repaying the outstanding
excess Advances that exceed the Commitment on or before the Effective Date,
thereby resulting in an Event of Default under Section 8.1(a) of the Agreement
and (b) to deliver and perform the 



                                      -9-

<PAGE>   10

Junior Mortgage, such failure resulting in an Event of Default under Section
8.1(c) of the Agreement. On the Effective Date, as of and through March 31,
2001, the Lender waives compliance by the Borrowers with Section 7.10(a),
Section 7.10(c) and Section 7.10(d). Further, on the Effective Date, as of and
through the Effective Date, the Lender waives compliance by the Borrowers of
Section 2.3 of the Agreement and the Borrowers' failure to deliver and perform
the Junior Mortgage. The Lender's waiver of non-compliance with Section 2.3,
Section 7.10(a), Section 7.10(c) and Section 7.10(d) of the Agreement and
Borrowers' failure to deliver and perform the Junior Mortgage is limited to the
specific instance of failure to comply which is described above and shall not be
deemed a waiver of or consent to any other failure to comply with the terms of
Section 2.3, Section 7.10(a), Section 7.10(c) and Section 7.10(d) of the
Agreement or Borrowers' obligations under the Junior Mortgage or any other
provisions of the Agreement. Such waiver shall not prejudice or constitute a
waiver of any right or remedies which the Lender may have or be entitled to with
respect to any other breach of Section 2.3, Section 7.10(a), Section 7.10(c) and
Section 7.10(d) or any other provision of the Agreement or the Junior Mortgage.

4.   WARRANTIES.  To induce the Lender to enter into this Amendment, each 
Borrower warrants that:

          4.1. Authorization. Such Borrower is duly authorized to execute and
deliver this Amendment, the Subordination Agreement, the Junior Mortgage and the
Replacement Note (as hereinafter defined) and is and will continue to be duly
authorized to borrow monies under the Agreement, as amended hereby, and to
perform its obligations under the Agreement, as amended hereby, under the
Subordination Agreement, under the Replacement Note, under the Junior Mortgage
and under all other Loan Documents.

          4.2. No Conflicts. The execution and delivery of this Amendment, the
Subordination Agreement, the Junior Mortgage and the Replacement Note, and the
performance by such Borrower of its obligations under the Agreement, as amended
hereby, under the Subordination Agreement, under the Junior Mortgage, under the
Replacement Note and under all other Loan Documents, do not and will not
conflict with any provision of law or of the charter or by-laws of such Borrower
or of any agreement binding upon such Borrower.

          4.3. Validity and Binding Effect. The Agreement, as amended hereby,
and the Subordination Agreement are, and the Replacement Note and the Junior
Mortgage when duly executed and delivered will be, legal, valid and binding
obligations of such Borrower, enforceable against such Borrower in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency or other similar laws of general application affecting the
enforcement of creditors' rights or by general principles of equity limiting the
availability of equitable remedies.

5.   CONDITIONS PRECEDENT TO EFFECTIVE DATE. The occurrence of the Effective
Date shall be subject to the satisfaction, on and as of the Effective Date, of
each of the following conditions precedent:



                                      -10-

<PAGE>   11

          5.1. Documentation. The Borrowers shall have delivered to the Lender
all of the following, each duly executed and dated the Effective Date or other
date satisfactory to the Lender, in form and substance satisfactory to the
Lender:

          (a) Replacement Note. A promissory note of the Borrowers (the
"Replacement Note"), substantially in the form set forth as Exhibit A hereto.

          Upon receipt of the Replacement Note, the Lender will: (i) record the
aggregate unpaid principal amount of the Note dated December 28, 1999 (the
"Prior Note") issued under the Agreement in its records or, at its option, on
the schedule attached to the Replacement Note as the aggregate unpaid principal
amount of the Replacement Note; (ii) mark the Prior Note as replaced by the
Replacement Note; and (iii) return the Prior Note to Akorn upon Akorn's request.
Thereafter, all references in the Agreement, in the other Loan Documents and in
any and all instruments or documents provided for therein or delivered or to be
delivered thereunder or in connection therewith to the Prior Note shall be
deemed references to the Replacement Note. The replacement of the Prior Note
with the Replacement Note shall not be construed (i) to deem paid or forgiven
the unpaid principal amount of, or unpaid accrued interest on, the Prior Note
outstanding at the time of replacement, or (ii) to release, cancel, terminate or
otherwise adversely affect all or any part of any lien, mortgage, deed of trust,
assignment, security interest or other encumbrance heretofore granted to or for
the benefit of the payee of the Prior Note which has not otherwise been
expressly released.

          (b) Resolutions. A copy, duly certified by the secretary or an
assistant secretary of each Borrower, of (i) resolutions of such Borrower's
Board of Directors authorizing or ratifying the execution and delivery of this
Amendment, the Subordination Agreement, the Junior Mortgage and the Replacement
Note and authorizing the borrowings under the Agreement, as amended hereby, (ii)
all documents evidencing other necessary corporate action, and (iii) all
approvals or consents, if any, with respect to this Amendment, the Subordination
Agreement, the Junior Mortgage and the Replacement Note.

          (c) Incumbency Certificate. A certificate of the secretary or an
assistant secretary of each Borrower certifying the names of such Borrower's
officers authorized to sign this Amendment, the Subordination Agreement, the
Junior Mortgage, the Replacement Note and all other documents or certificates to
be delivered hereunder, together with the true signatures of such officers.

          (d) Opinion. An opinion of Burke, Warren, MacKay & Serritella, counsel
to the Borrowers, addressed to the Lender, in substantially the form of Exhibit
C hereto.

          (e) Certificate. A certificate of the president or chief financial
officer of each Borrower as to the matters set out in Sections 5.2 and 5.3
hereof.

          (f) Participant Consent. The Lender shall have obtained the consents
of each of its existing participants to the execution, delivery and performance
of this Amendment and the other Loan Documents.

          (g) Other. Such other documents as the Lender may reasonably request.



                                      -11-

<PAGE>   12


          5.2. No Default. After giving effect to the waiver herein, as of the
Effective Date, no Event of Default or Default under the Loan Documents shall
have occurred and be continuing.

          5.3. Warranties. After giving effect to the waiver herein, as of the
Effective Date, the warranties in the Loan Documents and in Section 4 of this
Amendment shall be true and correct as though made on such date, except for such
changes as are specifically permitted under the Agreement.

          5.4. Amendment Fee. The Borrowers shall have paid to the Lender, for
the account of the Lender and its participants on or before the close of
business, Chicago time, April 18, 2001, a fee equal to the product of 25 basis
points times the Commitment on the Effective Date of the Lender. Such fee shall
be non-refundable. The Lender shall forward to each participant its portion of
such amendment fee.

6.   EFFECTIVE DATE NOTICE. Promptly following the occurrence of the Effective
Date, the Lender shall give notice to the parties hereto of the occurrence of
the Effective date, which notice shall be conclusive, and all parties may rely
thereon; provided, that such notice shall not waive or otherwise limit any right
or remedy of the Lender arising out of any failure of any condition precedent
set forth in Section 5 to be satisfied.

7.   TERMINATION. If the Effective Date shall not have occurred on or before 
April 20, 2001, the Lender may terminate this Amendment by notice in writing to
the Borrowers at any time before the occurrence of the Effective Date; provided,
that the obligations of the Borrowers under Section 8.1 shall survive such
termination.

8.   GENERAL.

          8.1. Expenses. Each Borrower agrees to pay the Lender upon demand for
all reasonable expenses, including reasonable attorneys' and legal assistants'
fees (which attorneys and legal assistants may be employees of the Lender),
incurred by the Lender in connection with the preparation, negotiation and
execution of this Amendment, the Junior Mortgage, the Subordination Agreement,
the Replacement Note and any document required to be furnished therewith.

          8.2. Law. THIS AMENDMENT AND THE REPLACEMENT NOTE SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

          8.3. Successors. This Amendment shall be binding upon each Borrower
and the Lender and their respective successors and assigns, and shall inure to
the benefit of each Borrower and the Lender and the successors and assigns of
the Lender.

          8.4. Confirmation of the Agreement. The Agreement, as amended hereby,
and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects.



                                      -12-

<PAGE>   13


          8.5. References to the Agreement. Each reference in the Agreement to
"this Agreement," "hereunder," "hereof," or words of similar import in
instruments or documents provided for in the Agreement or delivered or to be
delivered thereunder or in connection therewith, shall, except where the context
otherwise requires, be deemed a reference to the Agreement as amended hereby.

          8.6. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute but one and the same Amendment. Delivery of an
executed counterpart of this Amendment by facsimile shall be as effective as
delivery of a manually executed counterpart of this Amendment.


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed at Chicago, Illinois by their respective officers thereunto duly
authorized as of the date first written above.

                                            AKORN, INC.

                                            By: /s/ Kevin M. Harris
                                                --------------------------------

                                            Title Chief Financial Officer
                                                  ------------------------------

                                            AKORN (NEW JERSEY), INC.

                                            By: /s/ Kevin M. Harris  
                                                --------------------------------

                                            Title Chief Financial Officer 
                                                  ------------------------------

                                            THE NORTHERN TRUST COMPANY

                                            By: /s/ Deborah Brooks  
                                                --------------------------------

                                            Title Vice President         
                                                  ------------------------------

                                      -13-

<PAGE>   14

                                    EXHIBIT A

                                      NOTE


$45,000,000                                                    Chicago, Illinois
                                                                  April 16, 2001


     FOR VALUE RECEIVED, the undersigned, AKORN, INC., a Louisiana corporation
("Akorn"), and AKORN (NEW JERSEY), Inc., an Illinois corporation ("Akorn NJ"),
jointly and severally, promise to pay to the order of THE NORTHERN TRUST COMPANY
(the "Lender") on or before the Termination Date, the principal amount of
FORTY-FIVE MILLION DOLLARS ($45,000,000), or the amount outstanding as endorsed
on the grid attached to this Note (or recorded in the Lender's books and
records, if the Lender is the holder hereof). Such endorsement or recording by
the Lender shall, absent manifest error, be rebuttably presumptive evidence of
the principal balance due on this Note.

     This Note evidences indebtedness incurred under that certain Amended and
Restated Credit Agreement, dated as of September 15, 1999, as amended by a First
Amendment thereto, dated as of December 28, 1999, as further amended by a Second
Amendment thereto, dated as of February 15, 2001 and as further amended by a
Third Amendment thereto dated as of April 16, 2001 (as the same may be
subsequently amended, restated, supplemented or otherwise modified, the "Credit
Agreement"), among Akorn, Akorn NJ and the Lender, to which Credit Agreement
reference is hereby made for a statement of its terms and provisions, including
those under which this Note may be paid prior to its due date or have its due
date accelerated, and pursuant to which the applicable interest rate herein set
forth may be reduced. All capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement. This
Note constitutes a renewal and restatement of, and a replacement and substitute
for, the Note dated December 28, 1999, of Akorn and Akorn NJ payable to the
order of the Lender in the principal amount of $45,000,000 (the "Prior Note"),
and any previously renewed notes. The indebtedness under the Prior Note is
continuing indebtedness hereunder, and nothing herein shall be deemed to release
or otherwise adversely affect any lien, mortgage or security interest securing
such indebtedness or any rights of the Lender against any guarantor, surety or
other party primarily or secondarily liable for such indebtedness.

     This Note is subject to mandatory prepayments as set forth in Section 2.3
of the Credit Agreement.

     Unless or until this Note shall sooner become due and payable, whether by
acceleration or otherwise, the principal amount outstanding hereunder shall be
paid in accordance with the terms and conditions of the Credit Agreement. The
unpaid principal amount of this Note from time to time outstanding shall bear
interest from the date of this Note at the rates per annum set forth in the
Credit Agreement. Accrued interest on this Note shall be payable in accordance
with the terms of the Credit Agreement. After maturity, whether by acceleration
or otherwise, accrued interest shall 



                                      -14-

<PAGE>   15

be payable on demand. Interest on this Note shall be computed for the actual
number of days elapsed on the basis of a year consisting of 360 days. Payments
of both principal and interest are to be made in immediately available funds in
lawful money of the United States of America.

     Subject to the terms and conditions of the Credit Agreement, the
undersigned agree to pay all reasonable expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
attempting to collect any amounts payable hereunder. The undersigned irrevocably
waive presentment, protest, demand and notice of any kind in connection
herewith.

     This Note is made under and governed by the internal laws of the State of
Illinois (without regard to conflict of laws provisions thereof), and shall be
deemed to have been executed in the State of Illinois.

                                            AKORN, INC.,
                                            a Louisiana corporation

                                            By:                               
                                                ------------------------------
                                            Title:                            
                                                   ---------------------------


                                            AKORN (NEW JERSEY), INC.
                                            an Illinois corporation

                                            By:                               
                                                ------------------------------
                                            Title:                            
                                                   ---------------------------



                                       -2-


<PAGE>   16


Schedule attached to Note dated April 16, 2001 of AKORN, INC. and AKORN (NEW
JERSEY), INC., payable to the order of THE NORTHERN TRUST COMPANY.

                          LOANS AND PRINCIPAL PAYMENTS


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                            Type of Loan       Amount of         Unpaid 
                        Amount of           & Applicable       Principal        Principal           Notation 
        Date            Loan Made           Interest Rate       Repaid           Balance            Made By
------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                <C>                 <C>              <C>
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
</TABLE>


The aggregate unpaid principal amount shown on this schedule shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on this Note. The
failure to record the date and amount of any loan on this schedule shall not,
however, limit or otherwise affect the obligations of the Borrowers under the
Credit Agreement or under this Note or repay the principal amount of the loan
together with all interest accruing thereon.




<PAGE>   17
                                    EXHIBIT B

                             SUBORDINATION AGREEMENT

     WHEREAS, AKORN, INC. (hereinafter, together with its successors and
assigns, called "Akorn"), is now indebted to the undersigned in the amount of
THREE MILLION UNITED STATES DOLLARS ($3,000,000) and, along with AKORN (NEW
JERSEY), INC. ("Akorn NJ"; together with Akorn, the "Borrowers" and each
individually a "Borrower") may from time to time hereafter become indebted to
the undersigned in further amounts, and the Borrowers have requested, and may
from time to time hereafter request, THE NORTHERN TRUST COMPANY (hereinafter,
together with its successors and assigns, called the "Bank"), 50 South LaSalle
Street, Chicago, Illinois 60675, to make or agree to make loans, advances or
other financial accommodations to the Borrowers pursuant to the terms of the
Credit Agreement (as hereinafter defined);

     WHEREAS, the Borrowers and the Bank are party to that certain Amended and
Restated Credit Agreement dated as of September 15, 1999 (as amended, restated
or supplemented from time to time, the "Credit Agreement"; capitalized terms not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement);

     WHEREAS, Akorn, in exchange for the $3,000,000 financial accommodation
described above, has executed and delivered to and in favor of the undersigned a
Promissory Note dated May 15, 2001 (the "Subordinated Promissory Note"), a copy
of which is attached hereto as Schedule A; and

     WHEREAS, the undersigned is a shareholder [of Akorn] [in each of the
Borrowers] and as such will benefit from the continued making of loans, advances
and other financial accommodations from the Bank to the Borrowers;

     NOW, THEREFORE, to induce the Bank, from time to time, at its option, to
make or agree to make loans, advances or other financial accommodations
(including, without limitation, renewals or extensions of any loans or advances
heretofore or hereafter made) to Borrowers, and for other valuable
consideration, receipt whereof is hereby acknowledged, the undersigned agrees as
follows:

     1.   All obligations of each of the Borrowers, howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent or now or
hereafter existing, or due or to become due, are hereinafter called
"Liabilities". All Liabilities to the Bank (other than any arising solely by
reason of any pledge or assignment made to the Bank pursuant to paragraph 2(c)
hereof) are hereinafter called "Senior Liabilities"; and all Liabilities to the
undersigned, including under the Subordinated Promissory Note (including any
that may be pledged or assigned to the Bank pursuant to paragraph 2(c) hereof),
are hereinafter called "Junior Liabilities"; it being expressly understood and
agreed that the term "Senior Liabilities", as used herein, shall include,
without limitation, any and all interest accruing on any of the Senior
Liabilities after the commencement of any proceedings referred to in paragraph 4
hereof, 




<PAGE>   18


notwithstanding any provision or rule of law which might restrict the rights of
the Bank, as against the Borrowers or anyone else, to collect such interest.

     2.   The undersigned will, from time to time, (a) promptly notify the Bank 
of the creation of any Junior Liabilities, and of the issuance of any promissory
note or other instrument to evidence any Junior Liabilities, (b) upon request by
the Bank, cause any Junior Liabilities which are not evidenced by a promissory
note or other instrument of either of the Borrowers to be so evidenced, and (c)
upon request by the Bank, and as collateral security for all Senior Liabilities,
indorse without recourse, deliver and pledge to the Bank any or all promissory
notes or other instruments evidencing Junior Liabilities, and otherwise assign
to the Bank any or all Junior Liabilities and any or all security therefor and
guaranties thereof, all in a manner satisfactory to the Bank.

     3.   Except as hereinafter in this Agreement expressly otherwise provided 
or as the Bank may hereafter otherwise expressly consent in writing, the payment
of all Junior Liabilities shall be postponed and subordinated to the payment in
full of all Senior Liabilities, and no payments or other distributions
whatsoever in respect of any Junior Liabilities shall be made, nor shall any
property or assets of either of the Borrowers be applied to the purchase or
other acquisition or retirement of any Junior Liabilities.

     4.   In the event of any dissolution, winding up, liquidation, 
readjustment, reorganization or other similar proceedings relating to any
Borrower or its creditors, as such, or to their property (whether voluntary or
involuntary, partial or complete, and whether in bankruptcy, insolvency or
receivership, or upon an assignment for the benefit of creditors, or any other
marshalling of the assets and liabilities of any Borrower, or any sale of all or
substantially all of the assets of any Borrower, or otherwise), the Senior
Liabilities shall first be paid in full before the undersigned shall be entitled
to receive and to retain any payment or distribution in respect of the Junior
Liabilities, and, in order to implement the foregoing, (a) all payments and
distributions of any kind or character in respect of the Junior Liabilities to
which the undersigned would be entitled if the Junior Liabilities were not
subordinated, or subordinated and pledged or assigned, pursuant to this
Agreement shall be made directly to the Bank, (b) the undersigned shall promptly
file a claim or claims, in the form required in such proceedings, for the full
outstanding amount of the Junior Liabilities, and shall cause said claim or
claims to be approved and all payments and other distributions in respect
thereof to be made directly to the Bank, and (c) the undersigned hereby
irrevocably agrees that the Bank may, at its sole discretion, in the name of the
undersigned or otherwise, demand, sue for, collect, receive and receipt for any
and all such payments or distributions, and file, prove, and vote or consent in
any such proceedings with respect to, any and all claims of the undersigned
relating to the Junior Liabilities.

     5.   In the event that the undersigned receives any payment or other
distribution of any kind or character from any Borrower or from any other source
whatsoever in respect of any of the Junior Liabilities, other than as expressly
permitted by the terms of this Agreement, such payment or other distribution
shall be received in trust for the Bank and promptly turned over by the
undersigned to the Bank. The undersigned will mark its books and records, and
cause the applicable Borrower to mark its books and records, so as to clearly
indicate that the Junior Liabilities are subordinated in accordance with the
terms of this Agreement, and will cause to be 



<PAGE>   19

clearly inserted in any promissory note or other instrument which at any time
evidences any of the Junior Liabilities a statement to the effect that the
payment thereof is subordinated in accordance with the terms of this Agreement.
The undersigned will execute such further documents or instruments and take such
further action as the Bank may reasonably from time to time request to carry out
the intent of this Agreement.

     6.   All payments and distributions received by the Bank in respect of the
Junior Liabilities, to the extent received in or converted into cash, may be
applied by the Bank first to the payment of any and all expenses (including
attorneys' fees and legal expenses) paid or incurred by the Bank in enforcing
this Agreement or in endeavoring to collect or realize upon any of the Junior
Liabilities or any security therefor, and any balance thereof shall, solely as
between the undersigned and the Bank, be applied by the Bank, in such order of
application as the Bank may from time to time select, toward the payment of the
Senior Liabilities remaining unpaid; but, as between any Borrower and its
respective creditors, no such payments or distributions of any kind or character
shall be deemed to be payments or distributions in respect of the Senior
Liabilities; and, notwithstanding any such payments or distributions received by
the Bank in respect of the Junior Liabilities and so applied by the Bank toward
the payment of the Senior Liabilities, the undersigned shall be subrogated to
the then existing rights of the Bank, if any, in respect of the Senior
Liabilities only at such time as this Agreement shall have been discontinued and
the Bank shall have received payment of the full amount of the Senior
Liabilities, as provided for in paragraph 9 hereof.

     7.   The undersigned hereby waives: (a) notice of acceptance by the Bank of
this Agreement; (b) notice of the existence or creation or non-payment of all or
any of the Senior Liabilities; and (c) all diligence in collection or protection
of or realization upon the Senior Liabilities or any thereof or any security
therefor.

     8.   The undersigned will not without the prior written consent of the 
Bank: (a) cancel, waive, forgive, transfer or assign, or attempt to enforce or
collect, or subordinate to any Liabilities other than the Senior Liabilities,
any Junior Liabilities or any rights in respect thereof; (b) take any collateral
security for any Junior Liabilities; or (c) commence, or join with any other
creditor in commencing, any bankruptcy, reorganization or insolvency proceedings
with respect to any Borrower.

     9.   This Agreement shall in all respects be a continuing agreement and 
shall remain in full force and effect (notwithstanding, without limitation, the
death, incompetency or dissolution of the undersigned or that at any time or
from time to time all Senior Liabilities may have been paid in full), subject to
discontinuance only upon receipt by the Bank of written notice from the
undersigned, or any person duly authorized and acting on behalf of the
undersigned, of the discontinuance hereof; provided, however, that no such
notice of discontinuance shall affect or impair any of the agreements and
obligations of the undersigned hereunder with respect to any and all Senior
Liabilities existing prior to the time of receipt of such notice by the Bank,
any and all Senior Liabilities created or acquired thereafter pursuant to any
previous commitments made by the Bank, any and all extensions or renewals of any
of the foregoing, any and all interest accruing on any of the foregoing, and any
and all expenses paid or incurred by the Bank in endeavoring to collect or
realize upon any of the foregoing or any security therefor; and all of the



<PAGE>   20


agreements and obligations of the undersigned under this Agreement shall,
notwithstanding any such notice of discontinuance, remain fully in effect until
all such Senior Liabilities (including any extensions or renewals of any thereof
and all such interest and expenses) shall have been paid in full.

     10.  The Bank may, from time to time, whether before or after any
discontinuance of this Agreement, at its sole discretion and without notice to
the undersigned, take any or all of the following actions: (a) retain or obtain
a security interest in any property to secure any of the Senior Liabilities, (b)
retain or obtain the primary or secondary obligation of any other obligor or
obligors with respect to any of the Senior Liabilities, (c) extend or renew for
one or more periods (whether or not longer than the original period), alter or
exchange any of the Senior Liabilities, or release or compromise any obligation
of any nature of any obligor with respect to any of the Senior Liabilities, and
(d) release its security interest in, or surrender, release or permit any
substitution or exchange for, all or any part of any property securing any of
the Senior Liabilities, or extend or renew for one or more periods (whether or
not longer than the original period) or release, compromise, alter or exchange
any obligations of any nature of any obligor with respect to any such property.

     11.  The Bank may, from time to time, whether before or after any
discontinuance of this Agreement, without notice to the undersigned, assign or
transfer any or all of the Senior Liabilities or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Senior Liabilities shall be and remain Senior Liabilities
for the purposes of this Agreement, and every immediate and successive assignee
or transferee of any of the Senior Liabilities or of any interest therein shall,
to the extent of the interest of such assignee or transferee in the Senior
Liabilities, be entitled to the benefits of this Agreement to the same extent as
if such assignee or transferee were the Bank; provided, however, that, unless
the Bank shall otherwise consent in writing, the Bank shall have an unimpaired
right, prior and superior to that of any such assignee or transferee, to enforce
this Agreement, for the benefit of the Bank, as to those of the Senior
Liabilities which the Bank has not assigned or transferred.

     12.  The Bank shall not be prejudiced in its rights under this Agreement by
any act or failure to act of any Borrower or the undersigned, or any
noncompliance of any Borrower or the undersigned with any agreement or
obligation, regardless of any knowledge thereof which the Bank may have or with
which the Bank may be charged; and no action of the Bank permitted hereunder
shall in any way affect or impair the rights of the Bank and the obligations of
the undersigned under this Agreement.

     13.  No delay on the part of the Bank in the exercise of any right or 
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Bank of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this Agreement be binding upon the Bank
except as expressly set forth in a writing duly signed and delivered on behalf
of the Bank. For the purposes of this Agreement, Senior Liabilities shall
include all obligations of each of the Borrowers to the Bank, notwithstanding
any right or power of either Borrower or anyone else to assert any claim or
defense as to the invalidity or unenforceability of any such obligation, and no


<PAGE>   21


such claim or defense shall affect or impair the agreements and obligations of
the undersigned hereunder.

     14.  This Agreement shall be binding upon the undersigned and upon the
heirs, legal representatives, successors and assigns of the undersigned; and, to
the extent that either Borrower or the undersigned is either a partnership or a
corporation, all references herein to such Borrower and to the undersigned,
respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to such partnership or corporation. If more than one party
shall execute this Agreement, the term "undersigned" as used herein shall mean
all parties executing this Agreement and each of them, and all such parties
shall be jointly and severally obligated hereunder.

     15.  This Agreement shall be construed in accordance with and governed by
the laws of the State of Illinois. Wherever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     16.  THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. THE UNDERSIGNED HEREBY ABSOLUTELY AND IRREVOCABLY CONSENTS AND SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS HAVING SITUS IN COOK
COUNTY, ILLINOIS OR THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF
ILLINOIS IN CONNECTION WITH ANY SUITS, ACTIONS OR PROCEEDINGS BROUGHT AGAINST
THE UNDERSIGNED BY THE BANK ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT, ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. THE UNDERSIGNED HEREBY
WAIVES AND AGREES NOT TO ASSERT IN SUCH SUIT, ACTION OR PROCEEDING, IN EACH
CASE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE
UNDERSIGNED IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT; (B)
THE UNDERSIGNED IS IMMUNE FROM SUIT OR ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION,
EXECUTION OR OTHERWISE) WITH RESPECT TO IT OR ITS PROPERTY; (C) ANY SUCH SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM; (D) THE VENUE OF ANY
SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER; OR (E) THIS AGREEMENT, MAY NOT BE
ENFORCED IN OR BY ANY SUCH COURT. NOTHING CONTAINED HEREIN SHALL AFFECT ANY
RIGHT THAT THE BANK MAY HAVE TO BRING ANY SUIT, ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT AGAINST THE UNDERSIGNED OR ITS PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION.



<PAGE>   22

     IN WITNESS WHEREOF, this Agreement has been made and delivered at Chicago,
Illinois this 15th day of May, 2001.



                                        --------------------------------------



                                        By:                                   
                                            ----------------------------------
                                        Name:                                 
                                              --------------------------------
                                        Title:                                
                                               -------------------------------





<PAGE>   23
                            CONSENT TO SUBORDINATION

     The Borrowers each hereby acknowledge receipt of a copy of the foregoing
Subordination Agreement, waive notice of acceptance thereof by the Bank, and
agree to be bound by the terms and provisions thereof, to make no payments or
distributions contrary to the terms and provisions thereof, and to do every
other act and thing necessary or appropriate to carry out such terms and
provisions. In the event of any violation of any of the terms and provisions of
the foregoing Subordination Agreement, then, at the election of the Bank, any
and all obligations of each of the Borrowers to the Bank shall forthwith become
due and payable and any and all agreements of the Bank to make loans, advances
or other financial accommodations to the Borrowers shall forthwith terminate,
notwithstanding any provisions thereof to the contrary.

Dated:   May 15, 2001                AKORN, INC.

                                              By:                              
                                                  -----------------------------

                                              Name:                            
                                                    ---------------------------

                                              Its:                             
                                                   ----------------------------


Dated:   May 15, 2001                AKORN (NEW JERSEY), INC.

                                              By:                              
                                                  -----------------------------

                                              Name:                            
                                                    ---------------------------

                                              Its:                             
                                                   ----------------------------





<PAGE>   24
                      SCHEDULE A TO SUBORDINATION AGREEMENT


                          SUBORDINATED PROMISSORY NOTE


                                    Attached.














<PAGE>   25
                                    EXHIBIT C

                           [FORM OF OPINION OF COUNSEL
                                 TO THE COMPANY]

                                                            Date: ______________

The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois  60675

Attention:

Ladies and Gentlemen:

     We have acted as counsel for Akorn, Inc. and Akorn (New Jersey), Inc.
(collectively, the "Borrowers" and each individually a "Borrower") in connection
with a Third Amendment and Waiver dated as of April 16, 2001 (the "Amendment")
to the Amended and Restated Credit Agreement dated as of September 15, 1999, as
amended, entered into among the Borrowers and Lender (the "Agreement"), and the
transactions and other documents and instruments described therein. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings assigned to such terms in the Amendment.

     In so acting, we, as counsel for the Borrowers, have made such factual
inquiries, and we have examined or caused to be examined such questions of law,
as we have considered necessary or appropriate for the purposes of this opinion
and, upon the basis of such inquiries and examination, advise you that, in our
opinion:

     1. Each Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation, and is duly
qualified and in good standing as a foreign corporation in all other
jurisdictions in which its present operations or properties require such
qualification.

     2. Each Borrower has full corporate power and authority to enter into and
to perform its obligations under the Amendment, the Agreement, as amended by the
Amendment, the Subordination Agreement, the Junior Mortgage and under the
Replacement Note.

     3. The execution and delivery of the Amendment, the Subordination
Agreement, the Junior Mortgage and the Replacement Note, the performance by each
Borrower of its obligations under the Agreement, as amended by the Amendment,
under the Subordination Agreement, under the Junior Mortgage and under
Replacement Note, and the borrowings by each Borrower under the Agreement, as
amended by the Amendment, have been duly authorized by all necessary corporate
action, and the Amendment, the Subordination Agreement, the Junior Mortgage and
the Replacement Note have been duly executed and delivered on behalf of each
Borrower and constitute valid and binding obligations of such Borrower,
enforceable in 



<PAGE>   26

accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.

     4. There is no provision in such Borrower's articles of incorporation or
by-laws, nor any provision in any indenture, mortgage, contract or agreement to
which such Borrower is a party or by which it or its properties may be bound and
of which we have knowledge, nor any law, statute, rule or regulation, nor any
writ, order or decision of any court or governmental instrumentality binding on
such Borrower which would be contravened by the execution and delivery of the
Amendment, the Subordination Agreement, the Junior Mortgage or the Replacement
Note, nor do any of the foregoing prohibit such Borrower's performance of any
term, provision, condition, covenant or any other obligation of such Borrower
contained in the Agreement, as amended by the Amendment, in the Subordination
Agreement in the Junior Mortgage, or in the Replacement Note.

     5. Neither the making of the Amendment, the Subordination Agreement, the
Junior Mortgage or the Replacement Note nor performance of the Agreement, as
amended by the Amendment, the Subordination Agreement, the Junior Mortgage or
the Replacement Note, nor the borrowing under the Agreement, as amended by the
Amendment, requires the consent or approval of any governmental instrumentality.


                                                      Very truly yours,











                                      -2-



<PAGE>   1
                                                                    EXHIBIT 10.3



                                      NOTE


$45,000,000                                                   Chicago, Illinois
                                                                 April 16, 2001


     FOR VALUE RECEIVED, the undersigned, AKORN, INC., a Louisiana corporation
("Akorn"), and Akorn (New Jersey), Inc., an Illinois corporation ("Akorn NJ"),
jointly and severally, promise to pay to the order of THE NORTHERN TRUST COMPANY
(the "Lender") on or before the Termination Date, the principal amount of
FORTY-FIVE MILLION DOLLARS ($45,000,000), or the amount outstanding as endorsed
on the grid attached to this Note (or recorded in the Lender's books and
records, if the Lender is the holder hereof). Such endorsement or recording by
the Lender shall, absent manifest error, be rebuttably presumptive evidence of
the principal balance due on this Note.

     This Note evidences indebtedness incurred under that certain Amended and
Restated Credit Agreement, dated as of September 15, 1999, as amended by a First
Amendment thereto, dated as of December 28, 1999, as further amended by a Second
Amendment thereto, dated as of December 28, 2000 and as further amended by a
Third Amendment thereto dated as of April 16, 2001 (as the same may be
subsequently amended, restated, supplemented or otherwise modified, the "Credit
Agreement"), among Akorn, Akorn NJ and the Lender, to which Credit Agreement

reference is hereby made for a statement of its terms and provisions, including
those under which this Note may be paid prior to its due date or have its due
date accelerated, and pursuant to which the applicable interest rate herein set
forth may be reduced. All capitalized terms used but not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement. This
Note constitutes a renewal and restatement of, and a replacement and substitute
for, the Note dated December 28, 1999, of Akorn and Akorn NJ payable to the
order of the Lender in the principal amount of $45,000,000 (the "Prior Note"),
and any previously renewed notes. The indebtedness under the Prior Note is
continuing indebtedness hereunder, and nothing herein shall be deemed to release
or otherwise adversely affect any lien, mortgage or security interest securing
such indebtedness or any rights of the Lender against any guarantor, surety or
other party primarily or secondarily liable for such indebtedness.

     This Note is subject to mandatory prepayments as set forth in Section 2.3
of the Credit Agreement.

     Unless or until this Note shall sooner become due and payable, whether by
acceleration or otherwise, the principal amount outstanding hereunder shall be
paid in accordance with the terms and conditions of the Credit Agreement. The
unpaid principal amount of this Note from time to time outstanding shall bear
interest from the date of this Note at the rates per annum set forth in the
Credit Agreement. Accrued interest on this Note shall be payable in accordance
with the terms of the Credit Agreement. After maturity, whether by acceleration
or otherwise, accrued interest shall be payable on demand. Interest on this Note
shall be computed for the actual number of days








<PAGE>   2
elapsed on the basis of a year consisting of 360 days. Payments of both
principal and interest are to be made in immediately available funds in lawful
money of the United States of America.

     Subject to the terms and conditions of the Credit Agreement, the
undersigned agree to pay all reasonable expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of this Note in
attempting to collect any amounts payable hereunder. The undersigned irrevocably
waive presentment, protest, demand and notice of any kind in connection
herewith.

     This Note is made under and governed by the internal laws of the State of
Illinois (without regard to conflict of laws provisions thereof), and shall be
deemed to have been executed in the State of Illinois.



                                        AKORN, INC.,
                                        a Louisiana corporation

                                        By:                               
                                           -----------------------------------
                                        Title:                 
                                              --------------------------------


                                        AKORN (NEW JERSEY), INC.
                                        an Illinois corporation

                                        By:              
                                           -----------------------------------
                                        Title:                  
                                              --------------------------------




<PAGE>   3
Schedule attached to Note dated April 16, 2001 of AKORN, INC. and Akorn (New
Jersey), Inc., payable to the order of THE NORTHERN TRUST COMPANY.



<TABLE>
<CAPTION>
                                               LOANS AND PRINCIPAL PAYMENTS

--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
<S>                   <C>                 <C>                 <C>                 <C>                 <C>                
                                             Type of Loan &       Amount of            Unpaid 
                           Amount of           Applicable         Principal           Principal            Notation
        Date               Loan Made         Interest Rate         Repaid              Balance             Made By 
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
--------------------- ------------------- ------------------- ------------------- ------------------- -------------------
</TABLE>



The aggregate unpaid principal amount shown on this schedule shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on this Note. The
failure to record the date and amount of any loan on this schedule shall not,
however, limit or otherwise affect the obligations of the Borrowers under the
Credit Agreement or under this Note or repay the principal amount of the loan
together with all interest accruing thereon.







<PAGE>   1
                                                                    EXHIBIT 10.4

                                 APRIL 17, 2001


Akorn, Inc.
2500 Millbrook Drive
Buffalo Grove, Illinois 60089

Re: Letter of Commitment

Gentlemen:

     As a condition of entering into agreements with Akorn, Inc. (the "Company")
to amend the $45,000,000 Senior Secured Credit Facility (the "Senior Debt"), The
Northern Trust Company (the "Lender") has indicated a willingness to proceed
only if the Company obtains $3,000,000 of subordinated debt and/or equity
securities which must be funded by May 15, 2001.

     This commitment letter will confirm I, John N. Kapoor (or an affiliated
entity such as the John N. Kapoor Trust) ("JNK"), is prepared to make funds
available to you substantially upon the terms and conditions outlined below:

Amount of Loan:       The loan will be in the face amount of $3,000,000.

Nature of Loan:       The loan will be subordinated to the Senior Debt.

Purpose:              The purpose of this loan is to provide working capital and
                      other general corporate purposes.

Maturity:             The loan will mature 36 months from the closing of the
                      loan. The loan may be converted to common stock at JNK's
                      option at the closing stock price on the date of this
                      Letter of Commitment.

Interest:             The loan shall bear interest at the same rate as the
                      Senior Debt and shall be accrued monthly and paid
                      quarterly,
 subject to terms of the Senior Debt.

Warrants:             JNK  will receive 1.0 million warrants to purchase shares
                      of the Company's common stock at a 25% premium to the
                      closing stock price on the date of this Letter of
                      Commitment. The warrants expire five years from the
                      closing of the loan. The issuance of warrants and the
                      conversion feature must be either approved by NASDAQ or
                      ratified by the shareholders. If NASDAQ does not approve
                      and/or the shareholders reject the proposal, the note
                      becomes due immediately and shall bear interest at the
                      stated interest rate plus 10%.

Fees and Expenses:    The Company shall reimburse JNK for any and all reasonable
                      costs incurred by JNK in connection with the documentation
                      of this loan.



<PAGE>   2

Indemnification:      The Company will indemnify JNK for any and all claims, 
                      damages, losses, liabilities, reasonable costs and
                      expenses (including legal fees) that JNK may incur by
                      reason of or in connection with providing of this loan.

Representations       The loan will contain such representations, warranties and
and Warranties:       covenants as are typically given to a lender.

Events of Default:    The loan will contain provisions governing the Company's
                      default on the loan which shall include but not be limited
                      to the breach of any of the Company's representations and
                      warranties or covenants, an event of default under the
                      Senior Debt, the bankruptcy, insolvency, reorganization,
                      etc. of the Company and the other events of default which
                      are typical for a loan of this type.

Subordination:        JNK will enter into a subordination agreement which is
                      acceptable to the lenders of the Senior Debt.

Governing Law:        The loan shall be governed by the laws of the State of
                      Illinois.

Expiration Date:      This commitment letter is non-cancelable and shall expire
                      January 1, 2002.

Other Condition:      Warrants, common stock & options can be transferred for 
                      estate planning purposes.

     Please evidence your approval of the foregoing by signing and returning the
enclosed copy of this letter.


Sincerely,


/s/ John N. Kapoor


John N. Kapoor


Agreed and Accepted:

Akorn, Inc.

By:/s/ Kevin M. Harris
   --------------------------

Its:Chief Financial Officer
    -------------------------