EX-10.1






Exhibit 10.1




November 2, 2008




Akorn, Inc.

1925 West Field Court

Suite 300

Lake Forest, IL 60045

Attn: Arthur S. Przybyl, CEO

and Jeffrey A. Whitnell, CFO




Gentlemen:



General Electric Capital Corporation (“GE Capital” or the “Agent”), an affiliate of GE Healthcare
Financial Services, Inc., is pleased to provide its commitment to provide a $25,000,000 senior
secured revolving credit facility (the “Credit Facility”) to Akorn, Inc. (the “Company”), to
refinance existing indebtedness and to provide financing for ongoing working capital, capital
expenditure needs and expenses relating to the Credit Facility, on the terms and conditions set
forth herein and in the attached Summary of Indicative Terms and
Conditions dated November 2, 2008
(the “Term Sheet”) and the Fee Letter (as defined in the Term Sheet).



The Term Sheet, together with this letter, hereinafter are referred to as the “Commitment Letter.”
This commitment is based upon our understanding of the transactions described in the Term Sheet and
upon the information that you have provided to us.



Company agrees to pay all reasonable costs and out-of-pocket expenses incurred in connection with
the diligence, syndication, preparation, negotiation, execution, and enforcement of this Commitment
Letter and the documentation for the Credit Facility (the “Credit Facility Documentation”),
regardless of whether such Credit Facility Documentation is executed, including without limitation,
the legal fees of counsel to Agent and GE Capital Markets, Inc. (the “Lead Arranger”).



Company further agrees to indemnify and hold harmless the Agent, all other agents under the Credit
Facility, the Lead Arranger, their affiliates, and their officers, directors, employees, agents and
attorneys (each an “Indemnified Party”) against any and all losses, claims, damages, costs,
expenses (including reasonable fees, time charges and expenses of attorneys) or liabilities of
every kind whatsoever (collectively, the “Indemnified Obligations”) to which any of the Indemnified
Parties may become subject in connection with this commitment letter, except that Company shall not
be liable for any Indemnified Obligations of any Indemnified Party to the extent any of the
foregoing is determined by a court of competent jurisdiction to have arisen from the gross
negligence or willful misconduct of any Indemnified Party. This Indemnity Obligation will continue
notwithstanding any termination of this commitment.



Company agrees that in any action arising in connection with this Commitment Letter or any
transaction contemplated hereby the only damages that may be sought from Agent, all other agents
and lenders under the Credit Facility, Lead Arranger or any of their affiliates or any Indemnified
Party are those which are direct and reasonably foreseeable as the probable result of any breach
hereof. The Agent, all other agents and lenders under the Credit Facility, the Lead



 









 







Arranger and
their affiliates shall not be liable under this Commitment Letter or any Credit Facility
Documentation or in respect of any act, omission or event relating to the transaction contemplated
hereby or thereby, on any theory of liability, for any special, indirect, exemplary, consequential
or punitive damages.



This Commitment Letter and Fee Letter are for Company’s confidential use only and may not be
disclosed by the Company to any person other than to the Company’s subsidiaries and to its and
their respective employees, attorneys and financial advisors (but not commercial lenders) and then
only in connection with the proposed transaction and on a confidential basis, except where in the
Company’s reasonable judgment, disclosure is required by law or by regulations of any exchange on
which the Company’s securities are traded or where the Agent’s consent to the proposed disclosure
is provided. Subject to the preceding sentence, Agent reserves the right to review and approve, in
advance, all materials, press releases, advertisements, and other disclosures with respect to the
financing transaction contemplated hereby, that you or your affiliates prepare that contain Agent’s
or any affiliate’s name or describe Agent’s financing commitment.



The Term Sheet is intended to be indicative of the principal terms of the Credit Facility and does
not purport to specify all of the terms, conditions, representations and warranties, covenants and
other provisions that will be contained in the final Credit Facility Documentation.



If this Commitment Letter, the Fee Letter or any act, omission or event hereunder or thereunder
becomes the subject of a dispute, each of the undersigned hereby waive trial by jury. Each of the
undersigned hereby consent and agree that the state or federal courts located in New York County,
State of New York shall have exclusive jurisdiction to hear and determine any claims pertaining to
this Commitment Letter, the Fee Letter or any transaction relating hereto, any other financing
related thereto, and any investigation, litigation or proceeding related to or arising out of any
such matters, provided that the parties acknowledge that any appeals from those courts may have to
be by a court located outside of such jurisdiction. Each of the undersigned hereby expressly
submit and consent in advance to such jurisdiction in any action or suit commenced in any such
court, and hereby waive any objection which any of them may have based on lack of personal
jurisdiction, improper venue or inconvenient forum. This Commitment Letter and the Fee Letter
shall be governed by and shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed in that state.



This Commitment Letter and the Fee Letter supersede all prior discussions, writings, indications of
interest and proposals with respect to the Credit Facility previously delivered to you or your
affiliates by Agent or any of its affiliates. Please indicate your acceptance of this commitment
and return a signed copy of this Commitment Letter and the Fee Letter to Agent. This commitment
will expire at 5:00 p.m., Chicago time, on November 4, 2008 unless on or prior to such time Agent
shall have received a copy of this Commitment Letter and the Fee Letter executed by you and payment
of the Existing Expenses (as defined in the Fee Letter). Notwithstanding acceptance of this
Commitment Letter, the commitment herein will automatically terminate unless definitive Credit
Facility Documentation is executed on or before January 28, 2009. Upon expiration or termination
of the commitment contained herein, Agent, Lead Arranger and their affiliates shall have no
liability or obligation hereunder. Termination of this commitment shall not affect your
obligations hereunder, including to pay any fees, costs or expenses provided for herein or in any
other agreements entered into between you and Agent. Notwithstanding any of the foregoing, the
Credit Facility Documentation shall not be executed until on or after January 2, 2009.



 









 





We look forward to working with you and the rest of the management team of Akorn, Inc. on this
transaction.



Sincerely,




GENERAL ELECTRIC CAPITAL CORPORATION,

An Affiliate of GE Healthcare Financial Services, Inc.



By: /s/ Dennis Cloud                                        

Title: Duly Authorized Signatory




ACCEPTED AND AGREED




AKORN, INC.




	 	 	 	 	 
	By:

	 	/s/ Arthur S. Przybyl
 

Arthur S. Przybyl
	 	 
	Its:

	 	Pres & CEO	 	 
	Date:

	 	11/3/08	 	 






 









 





Summary of Indicative Terms and Conditions (“Term Sheet”)

Akorn, Inc.

$25,000,000 Senior Secured Credit Facility




November 2, 2008




	 	 	 
	BORROWER:

	 	Akorn, Inc. ( “Company”)
	 
	 	 
	ADMINISTRATIVE
AGENT:

	 	General Electric Capital Corporation (“GE Capital” or “Agent”)
	 
	 	 
	SOLE LEAD ARRANGER 

AND  BOOKRUNNER:

	 	GE Capital Markets, Inc. (“GECM”)
	 
	 	 
	LENDERS:

	 	A syndicate of financial institutions (including GE Capital) arranged by GECM.
	 
	 	 
	SENIOR SECURED 


CREDIT
FACILITY:

	 	
A $25,000,000 senior secured revolving credit facility (the “Credit Facility”), which will include a
letter of credit subfacility for up to $5,000,000 (the “LC Subfacility”).
	 
	 	 
	REVOLVING CREDIT 

AVAILABILITY:

	 	

Availability under the Credit Facility would be limited to a borrowing base which, based upon GE
Capital’s due diligence to date, is expected to be up to the lesser of (i) the sum of (a) 85% of net
amount of eligible accounts receivable, plus (b) the lesser of (x) 50% of the Company’s eligible finished
goods inventory valued at the lower of cost (using an average cost method) or market value and (y) 85% of
the net orderly liquidation value of the Company’s eligible finished goods inventory as determined by an
appraisal firm acceptable to Agent; provided that the maximum amount of such eligible finished goods
inventory which may be included as part of the borrowing base may not exceed an amount equal to 75% of
the aggregate borrowing base, plus (c) 85% of Company’s net orderly liquidation value of the eligible
equipment, plus (d) 50% of Company’s distressed value of the eligible real estate or (ii) $25,000,000
Agent will retain the right from time to time to establish or modify reserves against availability,
advance rates, and standards of eligibility. The value of inventory shall be subject to quarterly
appraisals, and the value of equipment and real estate shall be subject to annual appraisals.
	 
	 	 
	 

	 	The LC Subfacility would provide for the issuance of letters of
credit for the account of Company. Outstanding letters of credit
will be reserved from availability under the Credit Facility.






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	INCREMENTAL
FACILITY:

	 	
The Company shall have the right to increase the size of
the Credit Facility, at Agent’s and Company’s mutual
agreement, in an aggregate amount of up to $10,000,000
(the “Incremental Facility”) at any time on or before the
date which is two years after the closing date, from
existing Lenders and/or new Lenders mutually acceptable
to Agent and Company; provided that (i) no default or
event of default shall have occurred and be continuing,
(ii) no commitment of any Lender shall be increased
without the consent of such Lender and (iii) Company
would be in pro forma compliance with all financial
covenants. The Incremental Facility shall become part of
the Credit Facility.
	 
	 	 
	USE OF
PROCEEDS:

	 	To refinance existing indebtedness, to provide for
working capital and for general corporate purposes, and
to fund certain fees and expenses associated with the
closing of the Credit Facility.
	 
	 	 
	TERM:

	 	4 years.
	 
	 	 
	INTEREST
RATES:

	 	The outstanding principal balance under the Credit
Facility shall bear interest, at Company’s option, at a
fluctuating rate equal to (a) the Base Rate plus a margin
to be determined, or (b) LIBOR plus a margin to be
determined. The interest rate margins applicable to Base
Rate and LIBOR shall be determined by the Agent in its
sole discretion at the time of closing, such
determination to be made in good faith.
	 
	 	 
	 

	 	The Base Rate will be a floating rate defined as the greater of (a)
the rate publicly quoted from time to time by The Wall Street
Journal (or another national publication selected by the Agent)
as the “base rate on corporate loans posted by at least 75% of the
nation’s largest banks” and (b) the LIBOR Rate for a one-month
LIBOR period plus 100 basis points and (c) the Federal funds rate
plus 50 basis points. Notwithstanding the foregoing, in no event
shall the Base Rate be less than a floor to be determined by the
Agent in its sole discretion at the time of closing, such
determination to be made in good faith.
	 
	 	 
	 

	 	LIBOR will be defined as the offered rate per annum for deposits of
Dollars for the applicable Interest Period (as defined below) that
appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London,
England time) two (2) Business Days prior to the first day in each
Interest Period. If no such offered rate exists, such rate will be
the rate of interest per annum, as determined by the Agent (rounded
upwards, if necessary, to the nearest 1/100 of 1%) at which
deposits of Dollars in immediately available funds are offered at
11:00 A.M. (London, England time) two (2) Business Days prior to
the first day in the applicable Interest Period by major financial
institutions reasonably satisfactory to the Agent in the London
interbank market for the applicable Interest Period and for an
amount






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	 	equal or comparable to the principal amount of the Loans to be
borrowed, converted or continued as LIBOR Rate loans on such date
of determination. Notwithstanding the foregoing, in no event shall
LIBOR be less than a floor to be determined by the Agent in its
sole discretion at the time of closing, such determination to be
made in good faith.
	 
	 	 
	 

	 	Interest Period means, with respect to any LIBOR Rate loan, the
period commencing on the Business Day the Loan is disbursed,
converted or continued as a LIBOR Rate loan and ending on the date
one, two, three or six months thereafter, as selected by the
Company in its notice of borrowing, conversion or continuation. No
more than seven (7) Interest Periods shall be in effect at any
time.
	 
	 	 
	 

	 	No loan may be converted into, or continued as, a LIBOR Rate loan
at any time when a default shall have occurred and be continuing.
	 
	 	 
	 

	 	Interest on Base Rate loans will be payable monthly in arrears on
the first day of each month. Interest on LIBOR Rate loans will be
payable at the end of each Interest Period and, in addition, at the
end of three months in the case of a six month Interest Period.
All interest will be calculated using a 360 day year and actual
days elapsed.
	 
	 	 
	 

	 	In any event, if the Agent or Requisite Lenders determine that
LIBOR for any Interest Period will not adequately reflect the cost
to the Lenders of making or maintaining LIBOR Rate Loans for such
Interest Period, or that the Base Rate will not adequately reflect
the cost to the Lenders of making or maintaining Base Rate Loans,
LIBOR for such Interest Period and/or the Base Rate shall be
adjusted to such rate as the Agent or Requisite Lenders may, from
time to time, designate to Borrower (and in the case of Requisite
Lenders, to Agent and Borrower) in writing as the rate necessary to
adequately reflect such cost to the Lenders.
	 
	 	 
	 

	 	At the election of the Agent or Requisite Lenders, upon the
occurrence and during the continuance of a default, the obligations
shall bear interest at a default rate of interest equal to an
additional two percent (2%) per annum over the rate otherwise
applicable and such interest will be payable on demand. For
purposes of calculating interest, collections to the Credit
Facility will be credited one (1) business day following Agent’s
receipt of good funds.
	 
	 	 
	SECURITY:

	 	The Agent, for the benefit of itself and the Lenders, shall receive a first
priority perfected security interest in substantially all existing and after-acquired real and
personal property of the Company, its subsidiaries (“Subsidiaries”) and any holding company
(“Holdings”) formed to own the capital stock or equity securities of Company (the
“Collateral”), including, but not limited to, all inventory, accounts,






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	 	equipment, fixtures, chattel paper, patents, trademarks,
copyrights, all other intellectual property, documents,
instruments, deposit accounts, cash and cash equivalents,
investment property, general intangibles supporting obligations,
letter of credit rights, commercial tort claims, insurance
policies, and other personal property of Holdings, Company and its
Subsidiaries and first mortgage liens on all of the owned real
property of Company and its Subsidiaries, and all substitutions,
accessions, products and proceeds of such property. The Collateral
will be free and clear of other liens, claims, and encumbrances,
except permitted liens and encumbrances acceptable to the Agent (to
be set forth in the Credit Facility Documentation).
	 
	 	 
	 

	 	The Agent, for the benefit of itself and the Lenders, shall also
receive a first priority perfected pledge of all of the outstanding
capital stock or other equity securities of each of the Company’s
Subsidiaries.
	 
	 	 
	 

	 	Agent’s liens and security interests shall be evidenced by
documentation reasonably satisfactory to Agent, including search
results, collateral releases from prior lenders, landlord,
mortgagee and bailee waivers, and in the case of real estate
collateral, title insurance policies (supported by surveys) in
amount, form and from an issuer reasonably satisfactory to Agent.
All obligations under the Credit Facility shall be
cross-collateralized with each other and with collateral provided
by any subsidiary of Company or any other guarantor.
	 
	 	 
	 

	 	Notwithstanding the foregoing, the terms “subsidiary” and
“subsidiaries” as used herein shall exclude any product development
ventures or other joint ventures of the Company; provided
that Agent may require such product development ventures and/or
other joint ventures to be deemed “subsidiaries” in certain
instances, including without limitation, requiring the pledge to
Agent of certain assets, if Agent reasonably determines that it (i)
is necessary after conducting its due diligence and (ii) is cost
effective and time efficient to do so.
	 
	 	 
	GUARANTEES:

	 	Obligations under the Credit Facility will be guaranteed
by all Subsidiaries of Company.
	 
	 	 
	CASH
MANAGEMENT:

	 	Company’s customers would be directed to continue to make
all payments to the Company’s current lockbox/depository
account (or to such other lockbox/depositary account at
a bank acceptable to Agent, if the current lockbox
account arrangement is not acceptable to Agent or is not
able to be continued), which shall be under the control
of Agent and all deposit accounts of Company and its
Subsidiaries would be subject to control agreements in
favor of Agent having daily sweep mechanisms.






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	VOLUNTARY 


PREPAYMENTS:

	 	

The Company may voluntarily prepay any loans outstanding
under
the Credit Facility, in each case, subject to concurrent payments
of any applicable LIBOR breakage costs. Prepayment of such loans
shall be applied in the manner set forth under Mandatory
Prepayments below.
	 
	 	 
	MANDATORY 


PREPAYMENTS:

	 	

In addition to regularly scheduled payments of principal,
Company will be required to make prepayments as follows: (a)
promptly upon receipt thereof in the amount of 100% of the
net proceeds of (i) any sale or other disposition of any
assets of Company or its subsidiaries (net of amounts
reinvested in replacement assets within 180 days or required
to pay taxes or other costs applicable to the disposition),
other than certain dispositions of other assets to be agreed;
(ii) any sales or issuances of debt securities of Company or
any of its subsidiaries and/or any other indebtedness for
borrowed money incurred by Company or any of its subsidiaries
after the closing date (other than permitted amounts and
types of indebtedness, each to be agreed upon); and (iii)
insurance proceeds and condemnation awards to the extent not
reinvested in the business; and (b) fifty percent (50%) of
any sales or issuances of equity (subject to mutually
agreeable customary exceptions) of Borrower or any of its
subsidiaries. Such prepayments shall be applied to reduce
the outstanding principal balance of the Credit Facility.
	 
	 	 
	FEES:

	 	The fees payable to Agent as specified in the fee letter between Company and Agent
dated on or about the date hereof (the “Fee Letter”).
	 
	 	 
	 

	 	An Unused Commitment Fee in a percentage to be determined on the
average unused daily balance of the Credit Facility (less any
outstanding letters of credit) such fee to be paid monthly on the
first day of each calendar month. The unused commitment fee
percentage shall be determined by the Agent in its sole discretion
at the time of closing, such determination to be made in good
faith, and remains subject to credit approval.
	 
	 

	 	Letter of credit fees for all letters of credit under the Credit
Facility in an amount equal to the LIBOR margin on the Credit
Facility on the outstanding face amount of all letters of credit
such fee to be paid monthly on the first day of each calendar
month.
	 
	 	 
	 

	 	All fees (other than the Agent’s Fee) will be calculated using a
360-day year and actual days elapsed.
	 
	 	 
	 

	 	The Company will pay all reasonable costs and expenses associated
with due diligence, the preparation, negotiation and execution of
all documentation executed in connection with the Credit Facility,
and the administration and syndication, if any, of the Credit
Facility, including without limitation, the legal fees of counsel
to the Lead






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	 	Arranger and Agent regardless of whether or not the Credit Facility
is closed, and all enforcement costs and expenses of Agent and
Lenders, and the out-of-pocket cost (including fees and expenses)
paid to third party auditors, or a such reasonable per diem
allowance as the Agent may from time to time establish for
in-house auditors plus out-of-pocket expenses.






	 	 	 
	LIBOR
BREAKAGE:

	 	Any payment (or conversion) of a LIBOR loan other
than at the end of its Interest Period, will be
subject to customary breakage provisions.
	 
	 	 
	DOCUMENTATION:

	 	The loan documents will contain conditions precedent,
affirmative, negative, financial reporting and
financial covenants, indemnities, events of default
and remedies, and other provisions, and Company will
make representations and warranties, all as required
by Agent and Lenders and acceptable to the Company.
Transactions between Company and its officers,
directors, employees and affiliates shall be
restricted in a manner acceptable to Agent, except
commercially reasonable transactions between Borrower
and its employees conducted in the ordinary course of
business.
	 
	 	 
	FINANCIAL
COVENANTS:

	 	

Financial covenants at close may include, but shall
not be limited to:
	 

	 	•     minimum liquidity

	 

	 	•     minimum tangible net worth

	 

	 	•     minimum fixed charge coverage ratio

	 

	 	•     minimum EBITDA

	 
	 	 
	FINANCIAL
STATEMENTS


& OTHER REPORTS:

	 	

Borrower shall deliver such financial statements and
other reports as required by Agent, including,
without limitation, the following:
	 
	 	 
	 

	 	•     Monthly: a borrowing base certificate; inventory
summaries; accounts receivable agings; inventory, accounts
receivable, and accounts payable reconciliations; and
monthly financials

	 
	 	 
	 

	 	•     Quarterly: field audits, inventory appraisals and
quarterly financials.

	 
	 	 
	 

	 	•     Annual: annual financials, real property and fixed
asset appraisals (subject to certain provisions)

	 
	 	 
	OTHER TERMS AND 


CONDITIONS:

	 	

Other terms and conditions include, but are not limited
to, the following:
	 
	 	 
	 

	 	•     The preparation, execution and delivery of a credit
agreement and other documents executed in connection therewith







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	 	(collectively, with the credit agreement, the “Credit Facility
Documentation”) mutually acceptable to the Company and Agent,
incorporating substantially the terms and conditions as
outlined in the Commitment Letter and this Term Sheet.

	 
	 	 
	 

	 	•     Up to a to-be-determined amount may be drawn at close under
the Credit Facility (including issued letters of credit). In
any event, after giving effect to the funding at close, or
creation of a reserve for, and payment of all costs and
expenses related to the closing, Company is required to have
minimum availability of a to-be-determined amount under the
Credit Facility.

	 
	 	 
	 

	 	•     Satisfactory completion of Agent’s business, tax and legal
due diligence (including a review of existing and potential
contracts with Serum for trials related to ANDA for Hepatitis
B, a review of background checks on significant related
parties, insurance review, customer and supplier calls,
satisfactory regulatory review and satisfactory review of all
material pending or threatened litigation or proceedings in
court or any administrative forum).

	 
	 	 
	 

	 	•     The ownership, capital, corporate, tax, organizational and
legal structure of Borrower and its subsidiaries upon closing
shall be satisfactory to Agent. Any subordinated indebtedness
shall be on terms and conditions, including subordination
provisions, acceptable to Agent.

	 
	 	 
	 

	 	•     Receipt and satisfactory review by Agent of the Company’s
available unaudited statements for each monthly period from
January 2008 through November 2008 and each monthly period
thereafter ending 45 days or more prior to the closing date.
Agent shall have also received a pro forma closing balance
sheet, adjusted to give effect to the transaction contemplated
hereby, that is satisfactory to Agent.

	 
	 	 
	 

	 	•     The determination by Agent that there shall not have
occurred any change, development, or event that has or would
reasonably be expected to have a material adverse effect on
(i) the operations, business, properties, prospects or
condition (financial or otherwise) of the Borrower, or the
Borrower and its subsidiaries taken as a whole, or (ii) the
industry in which the Borrower or its subsidiaries operate.

	 
	 

	 	•     The determination by Agent of the absence of any material
disruption of, or material adverse change in, loan
syndication, financial, banking or capital markets conditions
generally.

	 
	 	 
	 

	 	•     Both before and after giving effect to the closing, the
absence of any default or event of default under the Credit  Facility









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	 	Documentation or under any material contract or agreement of
the Company or its subsidiaries; and accuracy of
representations and warranties in all material respects.


	 
	 	 
	 

	 	•     There being no order or injunction or pending litigation in
which there is a reasonable possibility of a decision which
would have a material adverse affect on the Company or any of
its subsidiaries and no pending litigation seeking to enjoin
or prevent the transactions contemplated hereby.

	 
	 	 
	 

	 	•     All material third-party, government and regulatory
approvals and consents necessary to consummate the proposed
transactions shall have been obtained and shall be final and
non-appealable. Agent shall have received such resolutions,
consents, certificates, legal opinions and other documents as
it shall have reasonably requested with respect to the
execution and delivery of the Credit Facility Documentation,
the related transactions and performance of the obligations
created thereunder.

	 
	 	 
	 

	 	•     Other conditions precedent specific to the transaction and
typical of facilities of this type, including Agent’s receipt
of satisfactory corporate approval of the financing as well as
opinions of counsel satisfactory to Agent as to, among other
matters, valid corporate existence and authority, legality,
validity and binding effect of all loan, guaranty and security
documents, perfection of security interests, the absence of
any violation of law or regulation or conflict with any
existing contracts. All governmental, regulatory and other
third-party approvals and consents required by Agent with
respect to the proposed transactions shall have been obtained
and shall be final and non-appealable.

	 
	 	 
	 

	 	•     The equity structure of all joint venture arrangements of
Borrower shall be acceptable to Agent.

	 
	 	 
	 

	 	•     Legal review satisfactory to Agent of the October 2008
Parexel audit of the Company as to FDA compliance status, and
confirmation satisfactory to Agent that the Company shall have
had no additional FDA issues since the audited period.

	 
	 	 
	ASSIGNMENTS AND 


PARTICIPATIONS:
	 	

Lenders would have the right at any time to sell and assign
interests and sell participations under the Credit Facility in
accordance with customary terms.
	 

	 






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	REQUISITE
LENDERS:

	 	Lenders holding greater than 50% of the loan exposure (including unfunded commitments under the Credit Facility) under the Credit Facility.
	 
	 	 
	 

	 	Certain amendments and waivers may require class votes or the consent of all Lenders, as
appropriate.
	 
	 	 
	GOVERNING LAW:

	 	New York.







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