Form of Important Notice on Interest Rates and Payments



 Exhibit 10.5 
  

			
	

	 	UBS Bank USA

 

 
 IMPORTANT NOTICE ON INTEREST RATES AND PAYMENTS 
  

							
	Credit Line Account	  		 	Account Number	  	
	FEI Company	  	5V	 	69481	  	WI
				
	Collateral Account	  		 	Account Number	  	
	FEI Company	  	WI	 	26904	  	WIJP

 This document contains important information regarding the interest rate and interest payments on your Credit
Line. You should carefully review this Notice and your Credit Line Application and Agreement, including the Addendum, (the “Agreement”) and speak to your Financial Advisor regarding any questions or concerns you may have with your
Agreement. Defined terms used in this Notice have the respective meanings set forth in the Agreement unless defined in this Notice. 
 The Agreement provides
you with a “no net cost” Credit Line. This means that the interest that you pay on the Credit Line Obligations will not exceed the interest that you receive on the Auction Rate Securities that you have pledged to the Bank as security for
the Credit Line and which are held in the Collateral Account. Although you may be able to capitalize interest you will not be charged interest on interest. 
 The Credit Line statements that you receive from the Bank while the Credit Line is outstanding are for information purposes only. The interest charge(s) on these statements are approximations due to timing and systems limitations. You will
receive a final confirmation from the Bank of the interest charged on the Credit Line. This does not change the “no net cost” nature of the Credit Line. 
 If you have Taxable Student Loan Auction Rate Securities pledged as Collateral you may not receive an interest payment in months in which you are charged interest on the Credit Line. Certain taxable student loan ARS made high interest rate
payments to UBSFS investors for several months during the first half of 2008, and then ceased making interest payments in subsequent months. These taxable student loan ARS will not make any further interest payments until a future date determined in
accordance with the terms of the Auction Rate Securities. For the purpose of determining loan interest payments for loans against these Taxable Student Loan Auction Rate Securities, the high interest payments will be taken into consideration (and
the interest rate annualized). For example, you will be charged (i) for the period from the date of the Addendum through and including January 21, 2009, the applicable coupon rate(s) on the Taxable Student Loan Auction Rate Securities and
(ii) from January 22, 2009 and thereafter you will be charged that average annualized rate (e.g., T-bills plus 120 basis points), for each month in which your loan is outstanding including, months for which the annualized interest was paid
in a prior month and for which no additional or current payment is being made to you. 
 Interest on the Credit Line accrues daily and is charged in
accordance with the Bank’s regular interest billing cycle. The Bank’s billing cycle may not be the same as the cycle on which the Auction Rate Securities pay interest. 
 Please acknowledge your receipt and review of this Notice by signing below. 
  

					
	  
	    	 Fletcher Chamberlin, Treasurer
	    	  

	Date	    	Print Name and Title	    	Signature
	  
	    	 Stephen F. Loughlin, Vice-President
	    	  

	Date	    	Print Name and Title	    	Signature

 Date:                         
  

 KM Rev 08/08 LTPV Important Notice 

					
	

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