Exhibit 10.6


 


	
  Credit Line Account:

  	
   

  
	
   

  	
   

  
	
    Collateral Account:

  	
   

  



 


ADDENDUM TO CREDIT LINE ACCOUNT
APPLICATION AND AGREEMENT


 


This Addendum (this “Addendum”) is attached to,
incorporated by reference into and is fully a part of the Credit Line Account
Application and Agreement between UBS Bank USA (the “Bank”) and the borrower
named in the signature area below  (the “Borrower”),
dated as of the date hereof (as amended or otherwise modified from time to
time, the “Agreement”).  This Addendum
and the Agreement shall not become effective and binding upon the Bank until
this Addendum has been executed by the Borrower and accepted by the Bank at its
home office.  Any conflict between the
terms of the Agreement and this Addendum shall be resolved in accordance with the
terms of this Addendum.  Defined terms
used herein to have the respective meanings set forth in the Agreement unless
otherwise defined in this Addendum.


 


A.                                    The Bank, UBS
Financial Services Inc. and the Borrower each acknowledge and agree that:


 


Definitions


 


1.                   The Agreement is
amended by adding the following definitions in Section 1:


 


“-                                      “Additional
Payments” has the meaning specified in Section 5 g).


 


-                                            “ARS Collateral”
means any and all Collateral consisting of Auction Rate Securities.


 


-                                            “ARS Payments”
has the meaning specified in Section 5 g).


 


-                                            “Auction Rate
Securities” means any and all securities determined by the Bank, in its sole
and absolute discretion, as being commonly referred to as “Auction Rate
Securities,” which, for greater certainly, include, without limitation, debt
securities on which the interest rate payable is periodically re-set by an
auction process and/or equity securities on which any dividend payable is
periodically re-set by an auction process.


 


-                                            “Taxable SLARC
Maximum Auction Rate” means the applicable “reset rate,” “maximum auction rate”
or other similar rate as may be specified in the prospectus or other
documentation governing any applicable Taxable Student Loan Auction Rate
Securities as representing the failed auction rate or similar rate payable on
such Auction Rate Securities, in each case expressed as a per-annum rate and as
calculated in the Bank’s sole and absolute discretion.


 


-                                            “Taxable Student
Loan Auction Rate Securities” means any and all Auction Rate Securities
Collateral consisting of securities determined by the Bank, in its sole and
absolute discretion, as being commonly referred to as “Student Loan Auction
Rate Securities” and on which the interest or dividend rate paid or payable to
the Borrower by the issuer of such securities is taxable to the Borrower.”


 


Terms of Advances


 


2.                   The Agreement is
amended by adding the following as Section 3 e):


 


“The
Borrower acknowledges that the Bank will not make an Advance against the ARS
Collateral in amounts equal to the fair market or par value of the ARS
Collateral unless the Borrower arranges for another person or entity to provide
additional collateral or assurances on terms and conditions satisfactory to the
Bank.  In requesting an Approved Amount
equal to the par value of the ARS 


 

















 


Collateral,
the Borrower has arranged for UBS Financial Services Inc. to provide, directly
or through a third party, the pledge of additional collateral and/or assurances
to the Bank so that the Bank will consider making Advances from time to time in
accordance with the terms of this Agreement and in amounts equal to, in the
aggregate, the par value of the ARS Collateral at the date of an Advance. In
addition, the Borrower, the Bank and UBS Financial Services Inc. acknowledge
and agree that if (a) the Bank is repaid all of the Credit Line
Obligations due to the Bank under the Agreement and this Addendum and (b) as
part of such repayment, the Bank realizes on the additional collateral and/or
assurances pledged or otherwise provided by UBS Financial Services and/or any
such third party to the Bank, then the Agreement shall not terminate and the
Bank shall automatically assign to UBS Financial Services Inc. and any such
third party, and UBS Financial Services Inc. and any such third party shall
automatically assume and be subrogated to, all of the Bank’s rights, claims and
interest in and under the Agreement and this Addendum, including without
limitation, the security interest in the Collateral, including without
limitation the ARS Collateral, granted the Bank under the Agreement and this
Addendum (further including, without limitation, interest, dividends,
distributions, premiums, other income and payments received in respect of any
and all such Collateral) to the extent of the amount that the Bank has realized
on all or any part of the additional collateral and/or assurances pledged or
otherwise provided by UBS Financial Services and/or any such third party to the
Bank in order to effect the repayment of the Credit Line Obligations due to the
Bank under the Agreement.  Upon such
automatic assignment and subrogation, UBS Financial Services Inc. and any such
third party shall be entitled to directly exercise any and all rights and
remedies afforded the Bank under the Agreement, this Addendum and any and all
other documents and agreements entered into in connection with the Agreement
and/or this Addendum.”


 


Interest


 


3.                  The Agreement is
amended by adding the following as a new Section 4 d), Section 4 e)
and Section 4 f):


 


“d)           Notwithstanding anything to
the contrary in this Agreement, and subject to the provisions of Sections 4 e)
and f) of this Agreement, the interest rate charged on any and all outstanding
Variable Rate Advances shall be the lesser of (i) the amount prescribed by
Sections 4 a), b), or c) of this Agreement, as applicable, and (ii) the
then applicable weighted average rate of interest or dividend rate paid to the
Borrower by the issuer of the ARS Collateral.


 


e)            The Bank and the Borrower acknowledge and agree that
the Bank shall be entitled to determine or adjust, at any time and from time to
time, the interest rate payable by the Borrower to the Bank on all or any part
of the outstanding Variable Rate Advances to reflect any changes in the
composition of the ARS Collateral, to address any inability to determine
interest rates, or for any other reason that, in the Bank’s sole and absolute
discretion, is necessary to give effect to the intent of the provisions of this
Agreement, including, without limitation, this Section 4 (it being
acknowledged and agreed that the provisions of this Section 4 are intended
to cause the interest payable by the Borrower under this Agreement to equal the
interest or dividend rate payable to the Borrower by the issuer of any ARS
Collateral) and any and all such adjustments by the Bank hereunder shall be
conclusive and binding on the Bank and the Borrower absent manifest error.


 


f)                    If and to the
extent that any or all of the ARS Collateral consists of Taxable Student Loan
Auction Rate Securities, then notwithstanding anything to the contrary in this
Agreement, when calculating such weighted average interest rate, the interest
rate paid to the Borrower with respect to such Taxable Student Loan Auction
Rate Securities shall be deemed to be equal to (i) for the period from the
date of this Addendum through and including January 21, 2009, the
applicable coupon rate(s) and (ii) from January 22, 2009 and
thereafter, the then applicable Taxable SLARC Maximum Auction Rate, for, and to
the extent of, such Taxable Student Loan Auction Rate Securities.  The Borrower will be charged interest on the
Loan in months in which the Borrower does not receive interest on the Taxable
Student Loan Auction Rate Securities.”


 

















 


Payments


 


4.                   The Agreement is
amended by adding the following as Section 5 g):


 


“The
Borrower will make additional payments (“Additional Payments”) as follows:


 


·                 The proceeds of any
liquidation, redemption, sale or other disposition of all or part of the ARS
Collateral will be automatically transferred to the Bank as payments.  The amount of these payments will be
determined by the proceeds received in the Collateral Account, and may be as
much as the total Credit Line Obligations.


 


·                 All other interest,
dividends, distributions, premiums, other income and payments that are received
in the Collateral Account in respect of any ARS Collateral will be
automatically transferred to the Bank as payments.  These are referred to as “ARS Payments.”  The amount of each ARS Payment will vary,
based on the proceeds received in the Collateral Account. The Bank estimates
that the ARS Payments will range from zero to fifteen ($15.00) dollars per
month per $1,000 in par value of Pledged ARS. The Bank will notify the Borrower
at least ten (10) days in advance of any ARS Payment that falls outside of
this range. If the Borrower would prefer to have advance notice of each payment
to be made to Advances, the Borrower may cancel ARS Payments as described
below.


 


·                 The Borrower agrees that any
cash, check or other deposit (other than a deposit of securities) made to the
Collateral Account is an individual authorization to have such amount
transferred to the Bank as a payment. 
The amount of each payment is the amount of the deposit.


 


Each
Additional Payment will be applied, as of the date received by the Bank, in the
manner set forth in the last sentence of Section 5 d).  The Borrower acknowledges that neither the
Bank nor UBS Financial Services Inc. sets or arranges for any schedule of
Additional Payments.  Instead, Additional
Payments will be transferred automatically from the Collateral Account whenever
amounts are received in the Collateral Account, generally on the second
Business Day after receipt.


 


The
Borrower may elect to stop ARS Payments at any time, and this election will cancel
all ARS Payments that would occur three (3) Business Days or more after
the Bank receives such notice.  If the
Borrower stops ARS Payments, the Borrower will continue to be obligated to pay
principal, interest, and other amounts pursuant to the Agreement. If the
Borrower elects to cancel ARS Payments, all other Additional Payments will be
cancelled. Cancelling ARS Payments and Additional Payments may result in higher
interest charges by the Bank because amounts received in the Collateral Account
will not be automatically transferred and credited.  Any amounts received in the Collateral
Account will remain in the Collateral Account unless the Bank permits you to
withdraw all or part of such amounts. 
Your notice to cancel must be sent to: Attention: Head of Credit Risk
Monitoring, UBS Bank USA, 299 South Main Street, Suite 2275, Salt Lake
City, Utah 84111, or call (801) 741-0310.


 


Important Disclosure About Required Payments.  If Additional Payments are sufficient to pay
all accrued interest on Advances on or before a due date, then the Borrower
need not make an additional interest payment. 
Excess Additional Payments will be applied against principal.  However, if Additional Payments are not
sufficient to pay all accrued interest on Advances on or before a due date,
then the Bank may, in its sole discretion (1) capitalize unpaid interest
as an additional Advance, or (2) require the Borrower to make payment of
all accrued and unpaid interest.”


 


Remedies


 


5.                   The Agreement is amended by adding the
following as Section 10 e):


 

















 


“The
Borrower agrees that in the event the Bank determines to liquidate or sell any
Collateral, the Bank shall, to the fullest extent permitted by applicable law,
have the right to do so in any manner, including, without limitation, the sale
of Collateral individually or in a block, for cash or for credit, in a public
or private sale, with or without public notice, through the use of sealed bids
or otherwise, with the aid of any advisor or agent who may be an affiliate of
the Bank or in any other manner as the Bank in its sole discretion shall
choose.  The Borrower acknowledges that
the price the Bank obtains for Collateral in the Bank’s chosen method of sale
may be lower than might be otherwise obtained in another method of sale, and the
Borrower hereby agrees that any such sale shall not be considered to be not
commercially reasonable solely because of such lower price.  The Borrower understands that there may not
be a liquid market for the Collateral and that, as a result, the price received
for the Collateral upon liquidation or sale by the Bank may be substantially
less than the Borrower paid for such Collateral or than the last market value
available for it, if any.  The Borrower
further agrees that any sale by the Bank shall not be considered to be not
commercially reasonable solely because there are few (including only one) or no
third parties who submit bids or otherwise offer to buy the Collateral.  The Borrower understands that the Bank’s sale
of any of the Collateral may be subject to various state and federal property
and/or securities laws and regulations, and that compliance with such laws and
regulations may result in delays and/or a lower price being obtained for the
Collateral.  The Borrower agrees that the
Bank shall have the right to restrict any prospective purchasers to those who,
in the Bank’s sole discretion, the Bank deems to be qualified.  The Borrower acknowledges that the Bank shall
have sole authority to determine, without limitation, the time, place, method
of advertisement and manner of sale and that the Bank may delay or adjourn any
such sale in its sole discretion.  The
Borrower expressly authorizes the Bank to take any action with respect to the
Collateral as the Bank deems necessary or advisable to facilitate any
liquidation or sale, and the Borrower agrees that the Bank shall not be held
liable for taking or failing to take any such action, regardless if a greater
price may have been obtained for the Collateral if such action was or was not
taken, as applicable.  The Borrower
hereby waives, to the fullest extent permitted by law, any legal right of
appraisal, notice, valuation, stay, extension, moratorium or redemption that
the Borrower would otherwise have with respect to a sale of the Collateral.”


 


Representations, Warranties and Covenants by the Loan Parties


 


6.                   The Agreement is
amended by adding the following as Section 11 g)


 


“g)             If at any time there are
Credit Line Obligations outstanding under the Credit Line, then in connection
with any ARS Collateral, if at any time any such ARS Collateral may be sold,
exchanged, redeemed, transferred or otherwise conveyed by the Borrower for
gross proceeds that are, in the aggregate, not less than the par value of such
Auction Rate Securities to any party, including, without limitation, to UBS
Financial Services Inc. and/or any of its affiliates (any such sale, exchange,
redemption, transfer or conveyance referred to herein as an “ARS Liquidation”),
the Borrower agrees (i) to immediately effect such ARS Liquidation to the
extent necessary to satisfy all Credit Line Obligations in full and (ii) that
the proceeds of any such ARS Liquidation so effected shall be immediately and
automatically used to pay down any and all such outstanding Credit Line
Obligations to the extent of such proceeds. 
The Borrower hereby acknowledges and agrees with the Bank and directs
UBS Financial Services Inc. that to the extent permitted by applicable law,
this Section 11 g) shall constitute an irrevocable instruction, direction
and standing sell order to UBS Financial Services Inc. to effect an ARS
Liquidation to the extent it is possible to do so at any time during the term
of this Agreement.  The Borrower further
agrees with the Bank and UBS Financial Services Inc. to execute and deliver to
the Bank and/or UBS Financial Services Inc. such further documents and
agreements as may be necessary in the sole and absolute discretion of the Bank
and/or UBS Financial Services Inc. to effect the foregoing irrevocable
instruction, direction and standing sell order.”


 

















 


Waivers


 


7.              The Agreement is amended by
adding the following as Section 21:


 


“The Borrower hereby (i) acknowledges and admits its indebtedness
and obligations to the Bank under the Agreement; and (ii) acknowledges,
admits and agrees that it has no and shall assert no defenses, offsets,
counterclaims or claims in respect of its obligations under the Agreement, in
each case notwithstanding any claim or asserted claim that it may have, or
purport to have, against any affiliate of the Bank.”


 


Schedules I and II


 


8.                                      a) Schedule I of
the Agreement is amended in its entirety to read as follows:


 


	
  $25,001 to
  $499,999

  	
   

  	
  2.750

  	
  %

  
	
  $500,000 to
  $999,999

  	
   

  	
  1.750

  	
  %

  
	
  $1,000,000 to
  $4,999,999

  	
   

  	
  1.500

  	
  %

  
	
  $5,000,000 and
  over

  	
   

  	
  1.250

  	
  %

  



 


b) Schedule II of the Agreement is deleted in its
entirety and replaced with: “[Intentionally Deleted].”


 


No Fixed Rate Advances/Prime Credit Lines


 


9.                   The Bank and the
Borrower acknowledge and agree that notwithstanding anything to the contrary in
the Agreement: (a) the Borrower shall not request and the Bank shall not
make a Fixed Rate Advance; and (b) there shall be no Prime Credit Line
facilities available under the Agreement.


 


Alternative Financing


 


10.            If at any time
the Bank exercises its right of demand under Section 5 a), Section 5
b) and Section 10 b) of the Loan Agreement for any reason other than (i) the
occurrence of an Event under Sections 10 a) (iv), (v), (vii), (ix) (if and
to the extent any indebtedness specified thereunder is to the Bank or any of
the Bank’s affiliates), or (xi) of the Agreement; or (ii) in connection
with any termination for cause by UBS Financial Services Inc. of the overall
customer relationship between UBS Financial Services Inc. and the Borrower or
its affiliates, then UBS Financial Services Inc. shall, or shall cause one or
more of its affiliates, to provide as soon as reasonably possible, alternative
financing on substantially the same terms and conditions as those under the
Agreement and the Bank agrees that the Agreement shall remain in full force and
effect until such time as such alternative financing has been established.


 


Margin Calls; Interest Payments


 


11.            Notwithstanding
anything to the contrary in the Agreement, the Bank and the Borrower
acknowledge and agree that UBS Financial Services Inc. or any affiliate thereof
may, in its sole and absolute discretion, elect to:  (i) provide additional collateral to the
Bank in the form of United States Treasury Securities if and to the extent that
the Borrower does not maintain in a Collateral Account, Collateral having an
aggregate lending value as specified by the Bank from time to time; and/or (ii) satisfy
any and all amounts of accrued and unpaid interest that are otherwise due and
payable by the Borrower to the Bank under the Agreement, to the extent that the
amount of any Additional Payments under the Agreement are insufficient to
satisfy any and all such amounts.


 

















 


Collateral Account Features


 


12.            Section 8
f) of the Agreement is deleted in its entirety and replaced with the following:


 


“If
a Collateral Account has margin features, the margin features will be removed
by UBS Financial Services Inc. or UBS International Inc., as applicable, so
long as there is no outstanding margin debit in the Collateral Account.  If a Collateral Account has Resource
Management Account® or Business Services Account BSA® features, such as check
writing, cards, bill payment, or electronic funds transfer services, all such
features shall be removed by UBS Financial Services Inc. or UBS International
Inc., as applicable.”


 


No Credit Line Checks


 


13.            The Bank and the
Borrower acknowledge and agree that notwithstanding anything to the contrary in
the Agreement, the Credit Line shall not have Credit Line checks.


 


Headings


 


14.            The headings of
each of Section of this Addendum is for descriptive purposes only and
shall not be deemed to modify or qualify the terms, conditions, rights or
obligations described in such Section.


 


B.      This
Addendum may be signed in multiple original counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.


 


[Signature page(s) follows]


 

















 


IN
WITNESS WHEREOF, each of the parties has signed this Addendum pursuant to due
and proper authority as of the date set forth below.


 


 


	
   

  	
  Borrower Name:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS BANK USA

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UBS FINANCIAL SERVICES INC.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:
                                ,
  2008