Exhibit
10.4


 


	
  

  	
   

  	
  Variable Credit Line Account Number: (if
  applicable)

  
	
   

  	
  5V

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Fixed Credit Line Account Number: (if applicable)

  
	
   

  	
   

  	
  5F

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SS# / TIN

  	
   

  
	
  Credit Line Agreement

  	
   

  	
   

  	
  Internal Use Only

  



 


Borrower Agreement


 


BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND
AGREES THAT:


 


	
  A

  	
   

  	
  The
  Borrower has received and read a copy of this Borrower Agreement, the
  attached Credit Line Account Application and Agreement (including the Credit
  Line Agreement following this Borrower Agreement) and the Loan Disclosure
  Statement explaining the risk factors that the Borrower should consider
  before obtaining a loan secured by the Borrower’s securities  account. The Borrower agrees to be bound by
  the terms and conditions contained in the Credit Line Account Application and
  Agreement (including the Credit Line Agreement following this Borrower
  Agreement) (which terms and conditions are incorporated by reference).
  Capitalized terms used in this Borrower Agreement have the meanings set forth
  in the Credit Line Agreement.

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  THE BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA
  MAY DEMAND FULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT
  ITS SOLE OPTION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE
  ADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR
  DURATION. THE BORROWER UNDERSTANDS AND AGREES THAT ALL ADVANCES ARE SUBJECT
  TO COLLATERAL MAINTENANCE REQUIREMENTS. THE BORROWER UNDERSTANDS THAT UBS
  BANK USA MAY, AT ANY TIME, IN ITS DISCRETION, TERMINATE AND CANCEL THE CREDIT
  LINE REGARDLESS OF WHETHER OR NOT AN EVENT HAS OCCURRED.

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  UNLESS DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF
  THIS AGREEMENT, AND APPROVED BY UBS BANK USA, THE BORROWER AGREES NOT TO USE
  THE PROCEEDS OF ANY ADVANCE EITHER TO PURCHASE, CARRY OR TRADE IN SECURITIES
  OR TO REPAY ANY DEBT (I) USED TO PURCHASE, CARRY OR TRADE IN SECURITIES
  OR (II) TO ANY AFFILIATE OF UBS BANK USA. THE BORROWER WILL BE DEEMED TO
  REPEAT THIS AGREEMENT EACH TIME THE BORROWER REQUESTS AN ADVANCE.

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  THE BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES AS
  COLLATERAL ENTAILS
  RISKS. SHOULD THE VALUE OF THE SECURITIES IN THE COLLATERAL ACCOUNT
  DECLINE BELOW THE REQUIRED COLLATERAL MAINTENANCE REQUIREMENTS, UBS BANK USA
  MAY REQUIRE THAT THE BORROWER POST ADDITIONAL COLLATERAL, REPAY
  PART OR ALL OF THE  BORROWER’S LOAN AND/OR SELL THE BORROWER’S SECURITIES. ANY
  REQUIRED LIQUIDATIONS MAY INTERRUPT THE BORROWER’S LONG-TERM INVESTMENT
  STRATEGIES AND MAY RESULT IN ADVERSE TAX CONSEQUENCES.

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Neither UBS Bank USA nor UBS Financial Services Inc.
  provides legal or tax advice and nothing herein shall be construed as
  providing legal or tax advice.

  
	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Upon
  execution of this Credit Line Account Application and Agreement, the Borrower
  declares that all of the information requested in the Application and
  supplied by the Borrower is true and accurate and further agrees to promptly
  notify UBS Bank USA in writing of any material changes to any or all of the
  information contained in the Application including information relating to
  the Borrower’s financial situation.

  
	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  Subject
  to any applicable financial privacy laws and regulations, data regarding the
  Borrower and the Borrower’s securities accounts may be shared with UBS Bank
  USA affiliates. Subject to any applicable financial privacy laws and
  regulations, the Borrower requests that UBS Bank USA share such personal
  financial data with non-affiliates of UBS Bank USA as is necessary or
  advisable to effect, administer or enforce, or to service, process or
  maintain, all transactions and accounts contemplated by this Agreement.

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  The
  Borrower authorizes UBS Bank USA and UBS Financial Services Inc. to obtain a
  credit report or other credit references concerning the Borrower (including
  making verbal or written inquiries concerning credit history) or to otherwise
  verify or update credit information given to UBS Bank USA at any time. The
  Borrower authorizes the release of this credit report or other credit
  information to UBS Bank USA affiliates as it deems necessary or advisable to
  effect, administer or enforce, or to service, process or maintain all
  transactions and accounts contemplated by this Agreement, and for the purpose
  of offering additional products, from time to time, to the Borrower. The
  Borrower authorizes UBS Bank USA to exchange Borrower information with any
  party it reasonably believes is conducting a legitimate credit inquiry in
  accordance with the Fair Credit Reporting Act. UBS Bank USA may
  also share credit or other transactional experience with the Borrower’s designated UBS Financial Services Inc. Financial
  Advisor or other parties designated by the Borrower.

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  UBS
  Bank USA is subject to examination by various federal, state and
  self-regulatory organizations and the books and records maintained by UBS
  Bank USA are subject to inspection and subpoena by these regulators and by
  federal, state, and local law enforcement officials. The Borrower also
  acknowledges that such regulators and officials may, pursuant to treaty or
  other arrangements, in turn disclose such information to the officials or
  regulators of other countries, and that U.S. courts may be required to compel
  UBS Bank USA to disclose such information to the officials or regulators of
  other countries. The Borrower agrees that UBS Bank USA may disclose to such
  regulators and officials information about the Borrower and transactions in
  the credit line account or other accounts at UBS Bank USA
  without notice to the Borrower. In addition, UBS Bank USA may in the context
  of a private dispute be required by subpoena or other judicial process to
  disclose information or produce documentation related to the Borrower, the
  credit line account or other accounts at UBS Bank USA. The Borrower
  acknowledges and agrees that UBS Bank USA reserves the right, in its sole
  discretion, to respond to subpoenas and judicial process as it deems
  appropriate.

  



 

















 


	
   

  	
   

  	
   

  
	
  J

  	
   

  	
  To
  help the government fight the funding of terrorism and money laundering
  activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person
  who opens an account. When the Borrower opens an account with UBS Bank USA, UBS
  Bank USA will ask for the Borrower’s name, address, and other
  information that will allow UBS Bank USA to identify the Borrower. UBS Bank USA may also ask to see other
  identifying documents. UBS Financial Services Inc. and UBS Bank USA are
  firmly committed to compliance with all applicable laws, rules and
  regulations, including those related to combating money laundering.  The Borrower understands and agrees that the
  Borrower must take all necessary steps to comply with the anti-money
  laundering laws, rules and  regulations of the Borrower’s country of
  origin, country of residence and the situs of the Borrower’s transaction.

  
	
   

  	
   

  	
   

  
	
  K

  	
   

  	
  UBS
  Bank USA and its affiliates will act as creditors and, accordingly, their
  interests may be inconsistent with, and potentially adverse to, the
  Borrower’s interests. As a lender and consistent with normal lending
  practice, UBS Bank USA may take any steps necessary to perfect its interest
  in the Credit Line, issue a call for additional collateral or force the sale
  of the Borrower’s securities if the Borrower’s actions or inactions call the
  Borrower’s creditworthiness into question. Neither UBS Bank USA nor UBS
  Financial Services Inc. will act as Client’s investment advisor with respect
  to any liquidation. In fact UBS Bank USA will act as a creditor and UBS
  Financial Services Inc. will act as a securities intermediary.

  
	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  The
  Borrower understands that, if the Collateral Account is a managed account with UBS Financial
  Services Inc., (i) in addition to any fees payable to UBS Financial
  Services Inc. in connection with the Borrower’s managed account, interest
  will be payable to the Bank on an amount advanced to the Borrower in
  connection with the Credit Line Account, and (ii) the performance of the
  managed account might not exceed the managed account fees and the interest
  expense payable to the Bank in which case the Borrower’s overall rate of return will be less than the costs associated with the managed
  account.

  
	
   

  	
   

  	
   

  
	
  M

  	
   

  	
  UBS
  Bank USA may provide copies of all credit line account statements to UBS
  Financial Services Inc. and to any Guarantor. The Borrower acknowledges and
  agrees that UBS Bank USA may share any and all information regarding the
  Borrower and the Borrower’s accounts at UBS Bank USA with UBS Financial
  Services Inc. UBS Financial Services Inc. may provide copies of all
  statements and confirmations concerning each Collateral Account to UBS Bank
  USA at such times and in such manner as UBS Bank USA may request and may
  share with UBS Bank USA any and all information regarding the Borrower and
  the Borrower’s accounts with UBS Financial Services Inc.

  



 


	
  IN WITNESS WHEREOF, the
  undersigned (“Borrower”) has signed this Agreement, or has caused this
  Agreement to be

  
	
  signed in its name by its duly authorized representatives, as of the date indicated below. 

  	
   

  	
  DATE: 

  	
   

  



 


Name of
Borrower:


 


	
  We intend to
  apply for joint credit.

  	
   

  	
  Borrower:

  	
   

  	
   

  	
  Joint
  Borrower:

  	
   

  	
   

  	
  (Please
  initial)

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature
  of Borrower)

  	
   

  	
   

  	
  (Signature
  of Joint Borrower, if any)

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature
  of Joint Borrower, if any)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
														



 


The signature of each Borrower is required. Note that
the signature of a joint securities account holder on a Collateral Account
(including the spouse of a Borrower) is NOT required on this Agreement unless
the joint securities account holder is also a Borrower.


 


	
  HA Rev 07/08
  HA LOAD SPEDOC UX E HA V101

  	
  Ó2008 UBS BANK USA. All rights reserved.
    Sign and date the application on
  page 6

  



 


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