exv10w1









Exhibit 10.1




	 	 	 
	

	 	 UBS Financial Services Inc.
	 

	 	1200 Harbor Boulevard
	 

	 	Weehawken, NJ 07086
	 
	 	 
	 

	 	James M. Pierce
	 

	 	Co-Head
	 

	 	Wealth Management Advisor Group US
	 

	 	
	 
	 	 
	TEKELEC INCORPORATED

	 	James D. Price
	ATTN: RICHARD CARLI

	 	Co-Head
	5200 PARAMOUNT PARKWAY

	 	Wealth Management Advisor Group US
	MORRISVILLE, NC 27560-8499

	 	
	 
	 	 
	 

	 	www.ubs.com
	 
	 	 
	 

	 	October 8, 2008
	 
	 	 
	 

	 	Branch Telephone Number
	 

	 	+ 1-312-525-4500
	 
	 	 
	 

	 	Account Number: CP 12794





We are pleased to offer you a way to liquidate certain of your auction rate securities (ARS). UBS
has designed a solution that gives you the option to hold your ARS or sell the securities back to
UBS. This solution is available for ARS that were held in a UBS account on February 13, 2008, and
that are not successfully clearing at auction (Eligible ARS).



UBS is offering you “Auction Rate Securities Rights” (Rights) to sell Eligible ARS at par value to
UBS at any time during a two-year time period. These Rights are nontransferable securities
registered with the U.S. Securities and Exchange Commission (SEC). This is a limited time offer
that will expire on November 14, 2008. Accepting this offer may impact your legal rights. Not
accepting this offer may have repercussions on outstanding loans secured by Eligible ARS. As a
result, it is important that you review the prospectus carefully.



The key features and terms of the offer are summarized below. For complete details, please see the
enclosed prospectus.





	•	 	UBS is offering you nontransferable Rights to sell Eligible ARS, held
in the UBS account identified above, at par value to UBS at any time
during the period of June 30, 2010, through July 2, 2012.






	 	–	 	We must receive your offer acceptance and instructions to transfer the
Eligible ARS to the UBS account listed above, if they are not in this
account already, by November 14, 2008;
	 
	 	–	 	You may instruct your UBS Financial Advisor or Branch Manager to
exercise these Rights at any time during this time period;
	 
	 	–	 	If you do not exercise your Rights, the Eligible ARS will continue to
accrue interest or dividends as determined by the auction process;
	 
	 	–	 	If you do not exercise your Rights before July 2, 2012, they will
expire and UBS will have no further obligation to buy your Eligible
ARS.






	•	 	Clients who accept this offer give UBS the discretion to purchase or
sell their Eligible ARS at any time after accepting the firm’s offer
and without other prior notice.






	 	–	 	UBS will purchase tax-exempt Auction Preferred Stock (a specific type of ARS also known as APS) at
any time after clients accept the firm’s Rights offer;
	 
	 	–	 	UBS will only exercise its discretion to purchase or sell Eligible ARS for the purpose of
restructurings, dispositions or other solutions that will provide clients with par value for their
Eligible ARS;




 









 






	 	–	 	In purchasing Eligible ARS or selling Eligible ARS on behalf of clients, including tax-exempt APS,
UBS will act in its capacity as broker-dealer and will execute these transactions on a principal
basis regardless of the type of client accounts in which the Eligible ARS are held. Please see pages
27-28 in the enclosed prospectus for more information;
	 
	 	–	 	UBS will pay clients par value for their Eligible ARS within one day of settlement of the transaction;
	 
	 	–	 	Eligible ARS are subject to issuer redemptions at any time.




UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you make an investment decision, you should read the
prospectus in that registration statement and other documents that UBS has filed with the SEC for
more complete information about UBS and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at
+1-800-253-1974.




			 
	UBS Financial Services Inc. and UBS International Inc. 
are
subsidiaries of UBS AG.
	 	1C-ARS0






 









 





			
	
	 	UBS Financial Services Inc.







	•	 	Clients who accept this offer release UBS and its employees/agents
from all claims except claims for consequential damages directly or
indirectly relating to its marketing and sale of ARS and expressly
agree not to seek any damages or costs (punitive damages, attorney
fees, etc.) other than consequential damages. Clients also will not
serve as a class representative or receive benefits under any class
action settlement or investor fund.
	 
	•	 	UBS will provide clients who accept the offer “no net cost” loans up
to the par value of Eligible ARS until June 30, 2010. Please see pages
36-39 in the enclosed prospectus for more information.
	 
	•	 	UBS will reimburse all clients who participated in prior UBS ARS loan
programs after February 13, 2008, for the difference between the cost
of the loan and the applicable interest paid on the Eligible ARS.




THIS OFFER EXPIRES ON NOVEMBER 14, 2008. Please complete, sign and date the enclosed form and
return it in the postage-paid envelope if you wish to accept this offer. We must receive your
signed acceptance and transfer instructions form no later than November 14, 2008.



You may receive multiple letters from us depending on the type of ARS you own or if you have ARS in
multiple accounts. Please note you must return a form for each letter you receive
to accept all available offers relating to your ARS holdings. Please read each response form
carefully as the terms may vary.



A list of your Eligible ARS in the account identified on the first page of this letter is attached.
Additional information about your Eligible ARS, including the most recent interest rates and
dividend yields, is available at www.ubs.com/auctionratesecurities.



If you have any questions about your Eligible ARS or this offer, please contact your UBS Financial
Advisor or Branch Manager at the telephone number listed at the top of this letter. Please note
that UBS Financial Advisors and Branch Managers cannot provide legal or tax advice regarding this
offer. Instructions to exercise your Rights should be directed to your UBS Financial Advisor or
Branch Manager.



We regret any hardship that the failure of the ARS markets may have caused you. We hope that the
offer described above and discussed in detail in the prospectus provides resolution for you
regarding this matter.



Thank you for your business and for maintaining your relationship with UBS.




Sincerely,




	 	 	 
	

	 	
	James M. Pierce

	 	James D. Price





UBS Financial Services Inc. serves as the clearing firm for UBS International Inc. Accordingly, the
information and terms contained in this letter and the accompanying materials are directed to
clients of both UBS Financial Services Inc. and UBS International Inc.



UBS Financial Services Inc. and UBS International Inc. are subsidiaries of UBS AG. 


1C-ARS0


 









 





Current rate and dividend information



To allow you to view the current interest rates and/or dividends your holdings are earning, we have
created an online tool available at www.ubs.com/auctionratesecurities.



Simply enter the nine-digit CUSIP number(s) shown below to obtain the most current information
about your securities.



Percentages displayed in the descriptions below are as of September 30, 2008.




	 	 	 	 	 	 	 	 	 	 	 
	CUSIP	 	Description	 	CUSIP	 	Description	 	CUSIP	 	Description
	 
	 	 	 	 	 	 	 	 	 	 
	00432MAC3

	 	ACCESS TO LNS LRNG
STUDT LN CORP CA
AMT REV BE/R/VARIABLE
RATE
MATURES 07/01/35
	 	00432MAP4
	 	ACCESS TO LNS FOR LEARNI
LN CORP CALIF AMT BE/R/VARIABLE
RATE MATURES
06/01/37
	 	010305EV8
	 	ALABAMA HGHR ED LN
CORP SER A-2 B/E
/R/ VARATE PUTBND
MATURES 11/01/41
	 
	 	 	 	 	 	 	 	 	 	 
	011855AA1

	 	ALASKA STUDNT LN
CRP ED AMT RV ARC
SER A BE /R/VARIABLE
RATE
MATURES 06/01/37
	 	040504DT6
	 	ARIZONA EDUC LN MARKTG SER
A-3 REV AMT B/E /R/VARIABLE
RATE MATURES
09/01/33
	 	155488BU2
	 	CENTRAL TEXAS HGHR
ED AU SER 2000A REV
AMT BE/R/ VARIABLE
RATE MATURES
12/01/34
	 
	 	 	 	 	 	 	 	 	 	 
	155488BV0

	 	CENTRAL TEXAS HGHR
ED AU SER 2002A REV
AMT B/E/R/ VARIABLE
RATE MATURES
12/01/36
	 	155488BW8
	 	CENTRAL TEXAS HGHR ED AU
SER A REV AMT B/E /R/VARIABLE
RATE MATURES
12/01/37
	 	155488BY4
	 	CENTRAL TEXAS HGHR
ED AU ARC SER A REV
AMT B/E/R/ VARIABLE
RATE MATURES
12/01/38
	 
	 	 	 	 	 	 	 	 	 	 
	340640AG6

	 	FLORIDA EDL LN
MRKTG CRP EDL LN
ARC A4 RV B/E /R/VARIABLE
RATE
MATURES 12/01/36
	 	455900AQ3
	 	INDIANA SECNDRY MRKT EDU
AMT ARCS 031 RV AMTBE/R/VARIABLE
RATE MATURES
12/01/38
	 	462590FG0
	 	IA STUD LN LIQUIDTY
CORP ARC W RV AMBAC
AMT BE/R/ VARIABLE
RATE MATURES
12/01/37
	 
	 	 	 	 	 	 	 	 	 	 
	49130NAS8

	 	KY HGHR ED STUD LN
CORP STUD LN A REV
AMT B/E/R/ VARIABLE
RATE MATURES
05/01/33
	 	49130NAT6
	 	KY HGHR ED STUD LN CORP
S/L RV SER A AMT B/E /R/VARIABLE
RATE MATURES
05/01/33
	 	49130NBB4
	 	KENTUCKY HIGHER ED
STUD LN REV A-1 AMT
B/E /R/ VARIABLE
RATE MATURES
06/01/35
	 
	 	 	 	 	 	 	 	 	 	 
	49926CAC5

	 	KNOWLEDGEFUNDING OH
INC OHIO STUD LN RV
/R/ VARIABLE RATE
MATURES 12/01/40
	 	49926CAG6
	 	KNOWLEDGEFUNDING OH INC
OHIO S/L RV A3 B/E /R/VARIABLE
RATE MATURES
12/01/41
	 	594520KK3
	 	MICH HGHR ED STUD
LN AU RF AMT AMBAC
RV BEARC/R/VARIABLE
RATE
MATURES 03/01/40
	 
	 	 	 	 	 	 	 	 	 	 
	606072EX0

	 	MISSOURI HGR ED LN
AUTH SER Z REV AMT
B/E /R/ VARIABLE
RATE MATURES
02/15/28
	 	64461RFJ2
	 	NEW HAMPSHIRE HIGHER EDL
35 DAY ARC AMT B/E /R/VARIABLE
RATE MATURES
12/01/39
	 	644614HG7
	 	NEW HAMPSHIRE HLTH
& EDU 35 DAY SER
A-1 REV /R/VARIABLE
RATE
MATURES 12/01/38
	 
	 	 	 	 	 	 	 	 	 	 
	644614HH5

	 	NEW HAMPSHIRE HLTH
& EDU 35 DAY A-2 RV
AMT B/E/R/ VARIABLE
RATE MATURES
12/01/38
	 	646080HF1
	 	NEW JERSEY ST HGHR ED SER
D REV MBIA BE/R/ VARIABLE
RATE MATURES 12/01/41
	 	67759LAC9
	 	OH ST CENTRIC STUD
LN RV BD A-1 AMT
AMBAC BE /R/VARIABLE
RATE
MATURES 09/01/37
	 
	 	 	 	 	 	 	 	 	 	 
	67759LAF2

	 	OHIO ST STUDENT LN
REV SER A RV AMBAC
AMT BE/R/ VARIABLE
RATE MATURES
09/01/41
	 	709163CW7
	 	PA ST H/E ASST AGY REV
STUD LN ARCS SER P-1 /R/VARIABLE
RATE MATURES
03/01/22
	 	709163EC9
	 	PA ST H/E ASST AGY
REV SER AA-2 REV
STUDE /R/ VARIABLE
RATE MATURES
06/01/39
	 
	 	 	 	 	 	 	 	 	 	 
	762315GC7

	 	RHODE ISLAND ST
STUD LN 2 REV AMBAC
AMT B/E /R/VARIABLE
RATE
MATURES 12/01/37
	 	813659AK5
	 	HAWAII SECOND MKT SERV SER
A REV AMT B/E /R/ VARIABLE
RATE MATURES 03/01/37
	 	813659AM1
	 	HAWAII SECOND MKT
SERV T/E 35 DAY ARC
AMT BE/R/ VARIABLE
RATE MATURES
03/01/40
	 
	 	 	 	 	 	 	 	 	 	 
	917546ES8

	 	UTAH ST BRD OF REGT
SER G REV AMT B/E
/R/ VARIABLE RATE
MATURES 05/01/33
	 	917546FR9
	 	UTAH ST BRD OF REGT SER
V-1 REV AMT B/E /R/VARIABLE
RATE MATURES
11/01/36
	 	917546FY4
	 	UTAH ST BRD OF REGT
ARC 35DAY SER Z1
REV AMT /R/VARIABLE
RATE
MATURES 11/01/38
	 
	 	 	 	 	 	 	 	 	 	 
	917546GE7

	 	UTAH ST BRD OF REGT
STD LDN 2006BB1 RV
AMT BE/R/ VARIABLE
RATE MATURES
11/01/40
	 	917546GF4
	 	UTAH ST BRD OF REGT SER
BB-2- REV AMT B/E/R/VARIABLE
RATE MATURES
11/01/40	 	 	 	 






1C-ARS0





 











 












UBS Financial Services Inc.




Please complete and sign of this form.




We must receive it by November 14, 2008.




Acceptance of UBS’s offer relating to auction rate securities



By signing below and returning this form, I accept UBS’s offer of Rights relating to my Eligible
ARS in the account listed below. I understand and acknowledge the following:





	•	 	All Eligible ARS must remain in my UBS account listed below until I
exercise my Rights to sell my Eligible ARS to UBS or they are redeemed
by the issuer or purchased or sold on my behalf by UBS;
	 
	•	 	I will instruct my UBS Financial Advisor or Branch Manager if and when
I want to exercise my Rights and sell my Eligible ARS to UBS during
the period of June 30, 2010, through July 2, 2012;
	 
	•	 	The acceptance of UBS’s offer constitutes consent (to the extent
legally required) for UBS, acting as principal, to purchase my
Eligible ARS or to sell them on my behalf at any time in its sole
discretion and without other prior notice to me, from the date that I
accept this offer through July 2, 2012;
	 
	•	 	If UBS purchases, sells or otherwise disposes of my Eligible ARS, it
will deposit the par value in my account within one business day of
settlement of the transaction;
	 
	•	 	I release UBS and its employees/agents from all claims except claims
for consequential damages directly or indirectly relating to its
marketing and sale of ARS and expressly agree that I will not seek any
damages or costs (punitive damages, attorney fees, etc.) other than
consequential damages. I also will not serve as a class representative
or receive benefits under any class action settlement or investor
fund;
	 
	•	 	If the account named below is in the name of a corporation,
partnership, trust or other entity, I represent and warrant that I
have the power and authority to accept this offer on behalf of that
entity.





	 	 	 	 	 
	TEKELEC INCORPORATED

ATTN: RICHARD CARLI	 	Please complete and sign this form. We must
receive it by November 14, 2008.


	5200 PARAMOUNT PARKWAY

	 	Mail
	 	UBS Financial Services Inc.
	MORRISVILLE NC 27560-8499

	 	 	 	ATTN: ARS Group
	 

	 	 	 	1000 Harbor Boulevard
	 

	 	 	 	Weehawken, NJ 07086
	 
	 	 	 	 
	Account Number: CP 12794

	 	Fax
	 	+1-201-442-7766






SIGN HERE




	 	 	 	 	 	 	 	 	 
	Account owner signature

	 	/s/ William Everett, Exec. VP & CFO
 

	 	Date
	 	10/31/08
 

	 	 
	Additional party signature

	 	 	 	Date	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Daytime telephone number

	 	919-466-3193	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 





If you have questions, please contact your UBS Financial Advisor or Branch Manager at
+1-312-525-4500.
Clients outside the U.S. may call +1-201-352-0105 collect.



We kindly request that you do not include comments or questions on this form as it could delay
processing of your instructions.



UBS AG has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you make an investment decision, you should read the
prospectus in that registration statement and other documents that UBS has filed with the SEC for
more complete information about UBS and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov or by calling UBS’s ARS Client Service Center at
+1-800-253-1974.



UBS Financial Services Inc. serves as the clearing firm for UBS International Inc. Accordingly,
the information and terms contained in this letter and the accompanying materials are directed to
clients of both UBS Financial Services Inc and UBS International Inc.



ã2008 UBS Financial Services Inc. All rights reserved. Member SIPC.




1C-ARS0






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