exv10w1






Exhibit 10.1


	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	  	 	 	 	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: September 26, 2008



Name of Borrower: Lakes Entertainment Inc.




	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Lyle Berman
	 	 	 	Title:
	 	Chief Executive Officer/CEO
	 	 	 	 	 	 	 
	 

	 	(Signature of Authorized Signatory of Borrower)* Lyle Berman
	 	 	 	 	 	(Title of Authorized Signatory of Borrower)
	By:

	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 
	 

	 	(Signature of Authorized Signatory of Borrower)* Lisa Bushland
	 	 	 	 	 	(Title of Authorized Signatory of Borrower)
	By:

	 	/s/ Timothy Cope
	 	 	 	Title:
	 	Chief Financial Officer/CFO/ PRESIDENT
	 	 	 	 	 	 	 
	 

	 	(Signature of Authorized Signatory of Borrower)* Timothy Cope
	 	 	 	 	 	(Title of Authorized Signatory of Borrower)





The authorized signatory of the Borrower must be one of the Authorized Persons designated on the
applicable UBS Bank USA supplemental form excecuted by the Borrower (e.g., the Supplemental
Corporate Resolution Form (HP Form)).




					
	 	 	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	 		 	©2008 UBS Bank USA. All rights reserved.
	 	 	 	



















 







	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only




 



Credit
Line Agreement - Demand Facility




THIS CREDIT LINE AGREEMENT (as it may be amended, supplemented or otherwise modified from time
to time, this “Agreement”) is made by and between the party or parties signing as the Borrower
on the Application to which this Agreement is attached (together and individually, the
“Borrower”) and UBS Bank USA (the “Bank”) and, together with the Application, establishes the
terms and conditions that will govern the uncommitted demand loan facility made available to
the Borrower by the Bank. This Agreement becomes effective upon the earlier of (i) notice from
the Bank (which notice may be oral or written) to the Borrower that the Credit Line has been
approved and (ii) the Bank making an Advance to the Borrower.

 







	 	1)	 	Definitions






	 	-	 	“Advance” means any Fixed Rate Advance or Variable Rate Advance made by the Bank pursuant to
this Agreement.

	 
	 	-	 	“Advance Advice” means a written or electronic notice by the Bank, sent to the Borrower, the
Borrower’s financial advisor at UBS Financial Services Inc. or any other party designated by
the Borrower to receive the notice, confirming that a requested Advance will be a Fixed Rate
Advance and specifying the amount, fixed rate of interest and Interest Period for the Fixed
Rate Advance.

	 
	 	-	 	“Application” means the Credit Line Account Application and Agreement that the Borrower has
completed and submitted to the Bank and into which this Agreement is incorporated by
reference.

	 
	 	-	 	“Approved Amount” means the maximum principal amount of Advances that is permitted to be
outstanding under the Credit Line at any time, as specified in writing by the Bank.

	 
	 	-	 	“Breakage Costs” and “Breakage Fee” have the meanings specified in Section 6(b).

	 
	 	-	 	“Business Day” means a day on which both of the Bank and UBS Financial Services Inc. are open
for business. For notices and determinations of LIBOR, Business Day must also be a day for
trading by and between banks in U.S. dollar deposits in the London interbank market.

	 
	 	-	 	“Collateral” has the meaning specified in Section 8(a).

	 
	 	-	 	“Collateral Account” means, individually and collectively, each account of the Borrower or
Pledgor at UBS Financial Services Inc. or UBS International Inc., as applicable, that is
either identified as a Collateral Account on the Application to which this Agreement is
attached or subsequently identified as a Collateral Account by the Borrower or Pledgor, either
directly or indirectly through the Borrower’s or Pledgor’s UBS Financial Services Inc.
financial advisor, together with all successors to those identified accounts, irrespective of
whether the successor account bears a different name or account number.

	 
	 	-	 	“Credit Line” has the meaning specified in Section 2(a).

	 
	 	-	 	“Credit Line Account” means each Fixed Rate Account and each Variable Rate Account of the
Borrower that is established by the Bank in connection with this Agreement and either
identified on the Application or subsequently identified as a Credit Line Account by the Bank
by notice to the Borrower, together with all successors to those identified accounts,
irrespective of whether any successor account bears a different name or account number.

	 
	 	-	 	“Credit Line Obligations” means, at any time of determination, the aggregate of the
outstanding principal amounts of all Advances, together with all accrued but unpaid interest
on the outstanding principal amounts, any and all fees or other charges payable in connection
with the Advances and any costs of collection (including reasonable attorneys’ fees) and
other amounts payable by the Borrower under this Agreement, and any and all other present or
future obligations of the Borrower and the other respective Loan










	 	 	 	Parties under this Agreement and the related agreements, whether absolute or contingent, whether
or not due or mature.

	 
	 	-	 	“Event” means any of the events listed in Section 10.

	 
	 	-	 	“Fixed Rate Advance” means any advance made under the Credit Line that accrues interest at a fixed
rate.

	 
	 	-	 	“Guarantor” means any party who guaranties the payment and performance of the Credit Line
Obligations.

	 
	 	-	 	“Guaranty Agreement” means an agreement pursuant to which a Guarantor agrees to guaranty payment
of the Credit Line Obligations.

	 
	 	-	 	“Interest Period” means, for a Fixed Rate Advance, the number of days, weeks or months requested by
the Borrower and confirmed in the Advance Advice relating to the Fixed Rate Advance, commencing on
the date of (i) the extension of the Fixed Rate Advance or (ii) any renewal of the Fixed Rate
Advance and, in each case, ending on the last day of the period. If the last day is not a Business
Day, then the Interest Period will end on the immediately succeeding Business Day. If the last
Business Day would fall in the next calendar month, the Interest Period will end on the immediately
preceding Business Day. Each monthly or longer Interest Period that commences on the last Business
Day of a calendar month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) will end on the last Business Day of the appropriate
calendar month.

	 
	 	-	 	“Joint Borrower” has the meaning specified in Section 7(a).

	 
	 	-	 	“LIBOR” means, as of any date of determination:







	 	(i)	 	for Variable Rate Advances, the prevailing London Interbank Offered Rate for deposits in
U.S. dollars having a maturity of 30 days as published in The Wall Street Journal “Money
Rates” Table on the date of the Advance; and

	 
	 	(ii)	 	for Fixed Rate Advances of one (1) year or less, the prevailing London Interbank Offered
Rate for deposits in U.S. dollars having a maturity corresponding to the length of the
Interest Period applicable to the Advance as quoted by the Bloomberg service at 4:00 a.m.
Eastern Standard Time on the date of the Advance.







	 	 	 	If the rate ceases to be regularly published by The Wall Street Journal or stated by the Bloomberg
Service, as applicable, LIBOR will be determined by the Bank in its sole and absolute discretion.
For any day that is not a Business Day, LIBOR will be the applicable LIBOR in effect immediately
prior to that day.

	 
	 	-	 	“Loan Party” means each Borrower, Guarantor and Pledgor, each in their respective capacities under
this Agreement or any related agreement.

	 
	 	-	 	“Person” means any natural person, company, corporation, firm, partnership, joint venture, limited
liability company or limited liability partnership, association, organization or any other legal
entity.

	 
	 	-	 	“Pledgor” means each Person who pledges to the Bank any Collateral to secure the Credit Line
Obligations (or to secure the












	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.







 









 









	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	
Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only




 






	 		 	obligations of any Guarantor with respect to the guaranty of the Credit Line
Obligations). Pledgors will include (i) each Borrower who pledges Collateral to secure the
Credit Line Obligations, (ii) each Guarantor who has pledged collateral to secure the Credit
Line Obligations or its obligations under a Guaranty Agreement, (iii) any spouse of a
Borrower who executes a spouse’s pledge and consent agreement with respect to a jointly held
collateral account, (iv) any other joint account holder who executes a joint account holder
pledge and consent agreement with respect to a jointly held collateral account, and (v) any
other Person who executes a pledge agreement with respect to the
Credit Line.

	 
	 	-	 	“Premier Credit Line” means any Credit Line with an Approved Amount equal to or greater than
$250,000.

	 
	 	-	 	“Prime Credit Line” means any
Credit Line with an Approved Amount less than $250,000.

	 
	 	-	 	“Prime Rate” means the floating “Prime Rate” as published in The Wall Street Journal “Money
Rates” Table from time to time. The Prime Rate will change as and when the Prime Rate as
published in The Wall Street Journal changes. In the event that The Wall Street Journal does
not publish a Prime Rate, the Prime Rate will be the rate as determined by the Bank in its
sole and absolute discretion.

	 
	 	-	 	“Securities Intermediary” has
the meaning specified in Section 9.

	 
	 	-	 	“UBS Bank USA Fixed Funding Rate” means, as of any date of determination for Fixed Rate
Advances of greater than one (1) year, an internally computed rate established from
time-to-time by the Bank, in its sole discretion, based upon the LIBOR swap curve for a
corresponding period as well as the Bank’s assessment of other lending rates charged in the
financial markets.

	 
	 	-	 	“UBS Financial Services Inc.”
means UBS Financial Services Inc. and its successors.

	 
	 	-	 	“UBS-I” means UBS
International Inc. and its successors.

	 
	 	-	 	“Variable Rate Advance” means any advance made under the Credit Line that accrues interest at
a variable rate.”







	 	2)	 	Establishment of Credit Line; Termination






	 	a)	 	Upon the effectiveness of this Agreement, the Bank establishes an
UNCOMMITTED, DEMAND revolving line of credit (the “Credit
Line”) in an amount up to the Approved Amount. The Bank may,
from time to time upon request of the Borrower, without obligation
and in its sole and absolute discretion, authorize and make one
or more Advances to the Borrower. The Borrower acknowledges
that the Bank has no obligation to make any Advances to the
Borrower. The Bank may carry each Variable Rate Advance in a
Variable Rate Account and may carry each Fixed Rate Advance in a
Fixed Rate Account, but all Advances will constitute extensions of
credit pursuant to a single Credit Line. The Approved Amount will
be determined, and may be adjusted from time to time, by the Bank
in its sole and absolute discretion.

	 
	 	b)	 	THE BORROWER AND EACH OTHER LOAN PARTY
UNDERSTAND AND AGREE THAT THE BANK MAY DEMAND
FULL OR PARTIAL PAYMENT OF THE CREDIT LINE OBLIGATIONS,
AT ITS SOLE AND ABSOLUTE DISCRETION AND WITHOUT
CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE
ADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED
FOR ANY SPECIFIC TERM OR DURATION.

	 
	 	c)	 	UNLESS DISCLOSED IN WRITING TO THE BANK AT THE
TIME OF THE APPLICATION, AND APPROVED BY THE BANK,










	 	 	 	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 THE BANK. THE BORROWER WILL BE DEEMED TO REPEAT THE AGREEMENT IN THIS
SECTION 2(C) EACH TIME IT REQUESTS AN ADVANCE.

	 
	 	d)	 	Prior to the first Advance under the Credit Line, the Borrower
must sign and deliver to the Bank a Federal Reserve Form U-1 and
all other documentation as the Bank may require. The Borrower
acknowledges that neither the Bank nor any of its affiliates has
advised the Borrower in any manner regarding the purposes for
which the Credit Line will be used.

	 
	 	e)	 	The Borrower consents and agrees that, in connection with
establishing the Credit Line Account, approving any Advances to
the Borrower or for any other purpose associated with the Credit
Line, the Bank may obtain a consumer or other credit report from
a credit reporting agency relating to the Borrower’s credit history.
Upon request by the Borrower, the Bank will inform the Borrower:
(i) whether or not a consumer or other credit report was requested;
and (ii) if so, the name and address of the consumer or other credit
reporting agency that furnished the report.

	 
	 	f)	 	The Borrower understands that the Bank will, directly or indirectly,
pay a portion of the interest that it receives to the Borrower’s
financial advisor at UBS Financial Services Inc. or one of its affiliates.
To the extent permitted by applicable law, the Bank may also charge
the Borrower fees for establishing and servicing the Credit Line
Account.

	 
	 	g)	 	Following each month in which there is activity in the Borrower’s
Credit Line Account in amounts greater than $1, the Borrower will
receive an account statement showing the new balance, the amount
of any new Advances, year to date interest charges, payments and
other charges and credits that have been registered or posted to the
Credit Line Account.

	 
	 	h)	 	Each of the Loan Parties understands and agrees that the Bank may, at any time, in its
sole and absolute discretion, terminate and cancel the Credit Line regardless of whether
or not an Event has occurred. In the event the Bank terminates and cancels the Credit Line
the Credit Line Obligations shall be immediately due and payable in full. If the Credit
Line Obligations are not paid in full, the Bank shall have the right, at its option, to
exercise any or all of its remedies described in Section 10 of
this Agreement.







	 	3)	 	Terms of Advances






	 	a)	 	Advances made under this Agreement will be available to the
Borrower in the form, and pursuant to procedures, as are established
from time to time by the Bank in its sole and absolute discretion.
The Borrower and each Loan Party agree to promptly provide all
documents, financial or other information in connection with any
Advance as the Bank may request. Advances will be made by wire
transfer of funds to an account as specified in writing by the
Borrower or by any other method agreed upon by the Bank and
the Borrower. The Borrower acknowledges and agrees that the Bank
will not make any Advance to the Borrower unless the collateral
maintenance requirements that are established by the Bank in its sole
and absolute discretion have been satisfied.

	 
	 	b)	 	Each Advance made under a Premier Credit Line will be a Variable
Rate Advance unless otherwise designated as a Fixed Rate Advance
in an Advance Advice sent by the Bank to the Borrower. The Bank
will not designate any Advance as a Fixed Rate Advance unless it has
been requested to do so by the Borrower (acting directly or
indirectly










	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		
©2008 UBS Bank USA. All rights reserved.







 









 








	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	
Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only




 







	 	 	 	through the Borrower’s UBS Financial Services Inc. financial advisor or other agent
designated by the Borrower and acceptable to the Bank). Each Advance Advice will be conclusive
and binding upon the Borrower, absent manifest error, unless the Borrower otherwise notifies
the Bank in writing no later than the close of business, New York time, on the third Business
Day after the Advance Advice is received by the Borrower.

	 
	 	c)	 	Each Advance made under a Prime Credit Line will be a
Variable Advance.

	 
	 	d)	 	Unless otherwise agreed by the Bank: (i) all Fixed Rate Advances
must be in an amount of at least $100,000; and (ii)all Variable Rate
Advances taken by wire transfer must be in an amount of at least
$2,500. If the Borrower is a natural person, the initial Variable Rate
Advance under the Credit Line must be in an amount equal to at least
$25,001 (the “Initial Advance Requirement”). If the initial Advance
requested by the Borrower is made in the form of a check drawn on
the Credit Line that does not satisfy the Initial Advance Requirement,
then, in addition to and not in limitation of the Bank’s rights,
remedies, powers or privileges under this Agreement or applicable
law, the Bank may, in its sole and absolute discretion:







	 	(i)	 	pay the check drawn by the Borrower if, prior to paying that check, the Bank makes
another Advance to the Borrower, which Advance shall be in an amount not less than
$25,001; or

	 
	 	(ii)	 	pay the check drawn by the Borrower; or
	 
	 	(iii)	 	decline to pay (bounce) the
check.

	 
	 	
If the Bank elects option (ii), no interest shall accrue on the amount of the Advance made by
paying the check, and the amount of that Advance shall be due and payable to the Bank
immediately (with or without demand by the Bank).







	 	4)	 	Interest






	 	a)	 	Each Fixed Rate Advance will bear interest at a fixed rate and for
the Interest Period each as specified in the related Advance Advice.
The rate of interest payable on each Fixed Rate Advance will be
determined by adding a percentage rate to (i) LIBOR, if the Fixed Rate
Advance is for a period of one (1) year or less or (ii) the UBS Bank
USA Fixed Funding Rate, if the Fixed Rate Advance is for a period
of greater than one (1) year, as of the date that the fixed rate is
determined.

	 
	 	b)	 	Each Variable Rate Advance under a Premier Credit Line will bear
interest at a variable rate equal to LIBOR, adjusted daily, plus the
percentage rate that (unless otherwise specified by the Bank in
writing) is shown on Schedule I below for the Approved Amount of
the Credit Line. For Premier Credit Lines, the rate of interest payable
on Variable Rate Advances is subject to change without notice in
accordance with fluctuations in LIBOR and in the Approved Amount.
On each day that LIBOR changes or the Approved Amount crosses
one of the thresholds that is indicated on Schedule I (or that is
otherwise specified by the Bank in writing), the interest rate on all
Variable Rate Advances will change accordingly.

	 
	 	c)	 	Each Variable Rate Advance under a Prime Credit Line will bear
interest at a variable rate equal to the Prime Rate, adjusted daily,
plus the percentage rate that (unless otherwise specified by the
Bank in writing) is shown on the attached Schedule II and that
corresponds to the aggregate principal amount outstanding under
the Prime Credit Line on that day. For Prime Credit Lines, the rate
of interest payable on Variable Rate Advances is subject to change
without notice in accordance with fluctuations in the Prime Rate
and in the aggregate amount outstanding under the Prime Credit
Line. On each date that the Prime Rate changes or the aggregate










	 	 	 	principal amount outstanding under the Prime Credit Line crosses one of the thresholds that
is indicated on Schedule II (or that is otherwise specified by the Bank in writing), the
interest rate on all Variable Rate Advances will change
accordingly.







	 	5)	 	Payments






	 	a)	 	Each Fixed Rate Advance will be due and payable in full ON
DEMAND or, if not earlier demanded by the Bank, on the last
day of the applicable Interest Period. Any Fixed Rate Advance
as to which the Bank has not made a demand for payment and
that is not paid in full or renewed, which renewal is in the sole and
absolute discretion of the Bank, (pursuant to procedures as may be
established by the Bank) as another Fixed Rate Advance on or before
the last day of its Interest Period, will be automatically renewed
on that date as a U.S. dollar denominated, Variable Rate Advance
in an amount (based, in the case of any conversion of a non-U.S.
dollar denominated Fixed Rate Advance, upon the applicable, spot
currency exchange rate as of the maturity date, as determined by
the Bank) equal to the unpaid principal balance of the Fixed Rate
Advance plus any accrued but unpaid interest on the Fixed Rate
Advance, which Variable Rate Advance will then accrue additional
interest at a variable rate as provided in this Agreement.

	 
	 	b)	 	Each Variable Rate Advance will be due and payable ON
DEMAND.

	 
	 	c)	 	The Borrower promises to pay the outstanding principal amount of
each Advance, together with all accrued but unpaid interest on each
Advance, any and all fees or other charges payable in connection
with each Advance, on the date the principal amount becomes due
(whether by reason of demand, the occurrence of a stated maturity
date, by reason of acceleration or otherwise). The Borrower further
promises to pay interest in respect of the unpaid principal balance
of each Advance from the date the Advance is made until it is paid
in full. All interest will be computed on the basis of the number of
days elapsed and a 360-day year. Interest on each Advance will be
payable in arrears as follows:







	 	(i)	 	for Fixed Rate Advances – on the last day of the Interest Period (or if the
Interest Period is longer than three months, on the last day of each three month period
following the date of the Advance) and on each date that all or any portion of the
principal amount of the Fixed Rate Advance becomes due or is paid;
and

	 
	 	(ii)	 	for Variable Rate Advances – on the twenty-second day of each month other than
December, and on the thirty-first day of December, and on each date that all or any
portion of the principal amount of the Variable Rate Advance becomes
due or is paid.







	 	 	 	To the extent permitted by law, and without limiting any of the Bank’s other rights and
remedies under the Agreement, interest charges on any Advance that are not paid when due will
be treated as principal and will accrue interest at a variable rate from the date the payment
of interest was due until it is repaid in full.







	 	d)	 	All payments of principal, interest or other amounts payable under
this Agreement will be made in immediately available funds and in
the same currency in which the Advance was made, which unless
otherwise agreed by the Bank, will be U.S. dollars. UBS Financial
Services Inc. or UBS International Inc., as applicable, may act as
collecting and servicing agent for the Bank for the Advances. All
payments will be made by wire transfer of funds to an account
specified by the Bank or by another method agreed upon by the
Bank and the Borrower. Upon receipt of all payments, the Bank will
credit the same to the Credit Line Account. The Bank shall apply










	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.







 









 









	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 		 	 	 	Internal Use Only




 






	 	 	 	the proceeds of any payments in the following order; first to any Breakage Costs,
Breakage Fee, other fees, costs of collection and expenses, second to the outstanding
principal amount of the related Advance and third to accrued
interest.

	 
	 	e)	 	All payments must be made to the Bank free and clear of any and
all present and future taxes (including withholding taxes), levies,
imposts, duties, deductions, fees, liabilities and similar charges other
than those imposed on the overall net income of the Bank. If so
requested by the Bank, the Borrower will deliver to the Bank the
original or a certified copy of each receipt evidencing payment of
any taxes or, if no taxes are payable in respect of any payment
under this Agreement, a certificate from each appropriate taxing
authority, or an opinion of counsel in form and substance and from
counsel acceptable to the Bank in its sole and absolute discretion, in
either case stating that the payment is exempt from or not subject
to taxes. If any taxes or other charges are required to be withheld
or deducted from any amount payable by the Borrower under this
Agreement, the amount payable will be increased to the amount
which, after deduction from the increased amount of all taxes and
other charges required to be withheld or deducted from the amount
payable, will yield to the Bank the amount stated to be payable under
this Agreement. If any of the taxes or charges are paid by the Bank,
the Borrower will reimburse the Bank on demand for the payments,
together with all interest and penalties that may be imposed by any
governmental agency. None of the Bank, UBS Financial Services Inc.,
UBS-I or their respective employees has provided or will provide legal
advice to the Borrower or any Loan Party regarding compliance with
(or the implications of the Credit Line and the related guaranties and
pledges under) the laws (including tax laws) of the jurisdiction of the
Borrower or any Loan Party or any other jurisdiction. The Borrower
and each Loan Party are and shall be solely responsible for, and the
Bank shall have no responsibility for, the compliance by the Loan
Parties with any and all reporting and other requirements arising
under any applicable laws.

	 
	 	f)	 	In no event will the total interest and fees, if any, charged under this
Agreement exceed the maximum interest rate or total fees permitted
by law. In the event any excess interest or fees are collected, the same
will be refunded or credited to the Borrower. If the amount of interest
payable by the Borrower for any period is reduced pursuant to this
Section 5(f), the amount of interest payable for each succeeding
period will be increased to the maximum rate permitted by law until
the amount of the reduction has been received by the Bank.







	 	6)	 	Prepayments; Breakage Charges






	 	a)	 	The Borrower may repay any Variable Rate Advance at any time, in
whole or in part, without penalty.

	 
	 	b)	 	The Borrower may repay any Fixed Rate Advance, in whole or in
part. The Borrower agrees to reimburse the Bank, immediately upon
demand, for any loss or cost (“Breakage Costs”) that the Bank
notifies the Borrower has been incurred by the Bank as a result of
(i) any payment of the principal of a Fixed Rate Advance before the
expiration of the Interest Period for the Fixed Rate Advance (whether
voluntarily, as a result of acceleration, demand or otherwise), or (ii)
the Customer’s failure to take any Fixed Rate Advance on the date
agreed upon, including any loss or cost (including loss of profit or
margin) connected with the Bank’s re-employment of the amount so
prepaid or of those funds acquired by the Bank to fund the Advance
not taken on the agreed upon date.

	 
	 	 	 	Breakage Costs will be calculated by determining the differential between the stated rate of
interest (as determined in accordance with Section 4(a) of the Agreement) for the Fixed Rate
Advance and prevailing LIBOR and multiplying the differential by the sum of the outstanding
principal amount of the Fixed Rate Advance (or the










	 	 	 	principal amount of Fixed Rate Advance not taken by the Borrower) multiplied by the actual
number of days remaining in the Interest Period for the Fixed Rate Advance (based upon a
360-day year). The Borrower also agrees to promptly pay to the Bank an administrative fee
(“Breakage Fee”) in connection with any permitted or required prepayment. The Breakage Fee
will be calculated by multiplying the outstanding principal amount of the Fixed Rate Advance
(or the principal amount of Fixed Rate Advance not taken by the Borrower) by two basis points
(0.02%) (with a minimum Breakage Fee of $100.00). Any written notice from the Bank as to the
amount of the loss or cost will be conclusive absent manifest
error.







	 	7)	 	Joint Credit Line Account Agreement; Suspension and Cancellation






	 	a)	 	If more than one Person is signing this Agreement as the “Borrower”,
each party (a “Joint Borrower”) will be jointly and severally liable
for the Credit Line Obligations, regardless of any change in business
relations, divorce, legal separation, or other legal proceedings or in
any agreement that may affect liabilities between the parties. Except
as provided below for the reinstatement of a suspended or cancelled
Credit Line, and unless otherwise agreed by the Bank in writing, the
Bank may rely on, and each Joint Borrower will be responsible for,
requests for Advances, directions, instructions and other information
provided to the Bank by any Joint Borrower.

	 
	 	b)	 	Any Joint Borrower may request the Bank to suspend or cancel the
Credit Line by sending the Bank a written notice of the request
addressed to the Bank at the address shown on the Borrower’s
periodic Credit Line Account statements. Any notice will become
effective three Business Days after the date that the Bank receives it,
and each Joint Borrower will continue to be responsible for paying:
(i) the Credit Line Obligations as of the effective date of the notice,
and (ii) all Advances that any Joint Borrower has requested but that
have not yet become part of the Credit Line Obligations as of the
effective date of the notice. No notice will release or in any other way
affect the Bank’s interest in the Collateral. All subsequent requests
to reinstate credit privileges must be signed by all Joint Borrowers
comprising the Borrower, including the Joint Borrower requesting
the suspension of credit privileges. Any reinstatement will be granted
or denied in the sole and absolute discretion of the Bank.

	 
	 	c)	 	All Credit Line Obligations will become immediately due and payable
in full as of the effective date of any suspension or cancellation of
the Credit Line. The borrower will be responsible for the payment
of all charges incurred on the Advances after the effective date. The
Bank will not release any Loan Party from any of the obligations
under this Agreement or any related agreement until the Credit Line
Obligations have been paid in full and this Agreement has been
terminated.







	 	8)	 	Collateral; Grant of Security Interest; Set-off






	 	a)	 	To secure payment or performance of the Credit Line Obligations, the Borrower assigns,
transfers and pledges to the Bank, and grants to the Bank a first priority lien and security
interest in the following assets and rights of the Borrower, wherever located and whether
owned now or acquired or arising in the future: (i) each Collateral Account; (ii) any and
all money, credit balances, certificated and uncertificated securities, security
entitlements, commodity contracts, certificates of deposit, instruments, documents,
partnership interests, general intangibles, financial assets and other investment property
now or in the future credited to or carried, held or maintained in any Collateral Account;
(iii) any and all over-the-counter options, futures, foreign exchange, swap or similar
contracts between the Borrower and either UBS Financial Services Inc. or any of its
affiliates; (iv) any and all accounts of the Borrower at the Bank or any of its affiliates;
(v) any and all supporting obligations and other











	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.







 









 








	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	5V 	 	63316	 	CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 		 	 	 	Internal Use Only




 






	 	 	 	rights ancillary or attributable to, or arising in any way in connection with, any of the
foregoing; and (vi) any and all interest, dividends, distributions and other proceeds of any of
the foregoing, including proceeds of proceeds (collectively, the
“Collateral”).

	 
	 	b)	 	The Borrower and if applicable, any Pledgor on the Collateral
Account, will take all actions reasonably requested by the Bank
to evidence, maintain and perfect the Bank’s first priority security
interest in, and to enable the Bank to obtain control over, the
Collateral and any additional collateral pledged by the Pledgors,
including but not limited to making, executing, recording and
delivering to the Bank (and authorizes the Bank to file, without
the signature of the Borrower and any Pledgor where permitted
by applicable law) financing statements and amendments thereto,
control agreements, notices, assignments, listings, powers, consents
and other documents regarding the Collateral and the Bank’s
security interest in the Collateral in such jurisdiction and in a form
as the Bank reasonably may require. Each Loan Party irrevocably
authorizes and appoints each of the Bank and UBS Financial Services
Inc., as collateral agent, to act as their agent and attorney-in-fact to
file any documents or to execute any documents in their name, with
or without designation of authority. Each Loan Party acknowledges
that it will be obligated in respect of the documentation as if it had
executed the documentation itself.

	 
	 	c)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral
Account) agrees to maintain in a Collateral Account, at all times,
Collateral having an aggregate lending value as specified by the Bank
from time to time.

	 
	 	d)	 	The Bank’s sole duty for the custody, safe keeping and physical
preservation of any Collateral in its possession will be to deal with
the Collateral in the same manner as the Bank deals with similar
property for its own account. The Borrower (and, if applicable, any
other Pledgor on the Collateral Account) agrees that the Bank will
have no responsibility to act on any notice of corporate actions or
events provided to holders of securities or other investment property
included in the Collateral. The Borrower (and, if applicable, any
other Pledgor on the Collateral Account) agrees to (i) notify the
Bank promptly upon receipt of any communication to holders of the
investment property disclosing or proposing any stock split, stock
dividend, extraordinary cash dividend, spin-off or other corporate
action or event as a result of which the Borrower or Pledgor would
receive securities, cash (other than ordinary cash dividends) or other
assets in respect of the investment property, and (ii) immediately
upon receipt by the Borrower or Pledgor of any of these assets, cause
them to be credited to a Collateral Account or deliver them to or as
directed by the Bank as additional Collateral.

	 
	 	e)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral
Account) agrees that all principal, interest, dividends, distributions,
premiums or other income and other payments received by the Bank
or credited to the Collateral Account in respect of any Collateral may
be held by the Bank as additional Collateral or applied by the Bank to
the Credit Line Obligations. The Bank may create a security interest in
any of the Collateral and may, at any time and at its option, transfer
any securities or other investment property constituting Collateral to
a securities account maintained in its name or cause any Collateral
Account to be redesignated or renamed in the name of the Bank.

	 
	 	f)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral
Account) agrees that 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.

	 
	 	g)	 	If the Collateral Account permits cash withdrawals in the
form of check writing, access card charges, bill payment and/
or electronic funds transfer services (for example, Resource










	 	 	 	Management Account®, Business Services Account BSA®, certain Basic Investment Accounts and
certain accounts enrolled in UBS Financial Services Inc. Investment Consulting Services
programs), the Borrower (and, if applicable, any other Pledgor on the Collateral Account)
agrees that the “Withdrawal Limit” for the Collateral Account, as described in the
documentation governing the account will be reduced on an ongoing basis so that the
aggregate lending value of the Collateral remaining in the Collateral Account following the
withdrawal may not be less than the amount required pursuant to
Section 8(c).

	 
	 	h)	 	In addition to the Bank’s security interest, the Borrower (and, if applicable, any
other Pledgor on the Collateral Account) agrees that the Bank will at all times have a
right to set off any or all of the Credit Line Obligations at or after the time at which
they become due, whether upon demand, at a stated maturity date, by acceleration or
otherwise, against all securities, cash, deposits or other property in the possession of or
at any time in any account maintained with the Bank or any of its affiliates by or for the
benefit of the Borrower, whether carried individually or jointly with others. This right is
in addition to, and not in limitation of, any right the Bank may have
at law or otherwise.

	 
	 	i)	 	The Bank reserves the right to disapprove any Collateral and to require the Borrower
at any time to deposit into the Borrower’s Collateral Account additional Collateral in the
amount as the Bank requests or to substitute new or additional Collateral for any
Collateral that has previously been deposited in the Collateral
Account.







	 	9)	 	Control






	 	 	 	For the purpose of giving the Bank control over each Collateral Account and in order to perfect
the Bank’s security interests in the Collateral, the Borrower and each Pledgor on the applicable
Collateral Account consents to compliance by UBS Financial Services Inc., UBS-I or any other
securities intermediary (in any case, the “Securities Intermediary”) maintaining a Collateral
Account with entitlement orders and instructions from the Bank (or from any assignee or
successor of the Bank) regarding the Collateral Account and any financial assets or other
property held therein without the further consent of the Borrower or any other Pledgor on the
applicable Collateral Account. Without limiting the foregoing, the Borrower and each Pledgor on
the Collateral Account acknowledges, consents and agrees that, pursuant to a control agreement
entered into between the Bank and the Securities Intermediary:







	 	a)	 	The Securities Intermediary will comply with entitlement orders
	 		 	originated by the Bank regarding any Collateral Account without
further consent from the Borrower or any Pledgor. The Securities
Intermediary will treat all assets credited to a Collateral Account,
including money and credit balances, as financial assets for purposes
of Article 8 of the Uniform Commercial Code.

	 
	 	b)	 	In order to enable the Borrower and any
Pledgor on the applicable Collateral Account to trade financial assets that are from time to
time credited to a Collateral Account, the Securities Intermediary
may comply with entitlement orders originated by the Borrower
or any Pledgor on the applicable Collateral Account (or if so
agreed by the Bank, by an investment adviser designated by the
Borrower or any Pledgor on the applicable Collateral Account and
acceptable to the Bank and the Securities Intermediary) regarding the
Collateral Account, but only until the time that the Bank notifies the
Securities Intermediary, that the Bank is asserting exclusive control
over the Collateral Account. After the Securities Intermediary has
received a notice of exclusive control and has had a reasonable
opportunity to comply, it will no longer comply with entitlement
orders originated by the Borrower or any Pledgor (or by any
investment adviser designated by the Borrower or any Pledgor)











	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.








 









 











	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 		 	 	 	Internal Use Only




 





	 	 	 	concerning the Collateral Account. Notwithstanding the foregoing, however, and
irrespective of whether it has received any notice of exclusive control, the Securities
Intermediary will not comply with any entitlement order originated by the Borrower or any
Pledgor (or by any investment adviser designated by the Borrower or any Pledgor) to withdraw
any financial assets from a Collateral Account or to pay any money, free credit balance or
other amount owing on a Collateral Account (other than cash withdrawals and payments not
exceeding the “Withdrawal Limit” as contemplated in Section 8 (g)) without the prior consent
of the Bank.







	 	10)	 	Remedies






	 	a)	 	If any of the following events (each, an “Event”) occurs:






	 	(i)	 	the Borrower fails to pay any amount
due under this Agreement;

	 
	 	(ii)	 	the Borrower and/or any other relevant Loan Party fails to maintain sufficient
Collateral in a Collateral Account as required by the Bank or any Guarantor fails to
maintain collateral as required by the Bank under its Guaranty
Agreement;

	 
	 	(iii)	 	the Borrower or any other Loan Party breaches or fails to perform any other
covenant, agreement, term or condition that is applicable to it under this Agreement or
any related agreement, or any representation or other statement of the Borrower (or any
Loan Party) in this Agreement or in any related agreement is incorrect in any material
respect when made or deemed made;

	 
	 	(iv)	 	the Borrower or any other Loan Party dies or is declared (by appropriate authority)
incompetent or of unsound mind or is indicted or convicted of any crime or, if not an
individual, ceases to exist;

	 
	 	(v)	 	any voluntary or involuntary proceeding for bankruptcy, reorganization,
dissolution or liquidation or similar action is commenced by or against the Borrower or
any other Loan Party, or a trustee in bankruptcy, receiver, conservator or rehabilitator
is appointed, or an assignment for the benefit of creditors is made, with respect to the
Borrower or any other Loan Party or its property;

	 
	 	(vi)	 	the Borrower or any Loan Party is insolvent, unable to pay its debts as they fall
due, stops, suspends or threatens to stop or suspend payment of all or a material part of
its debts, begins negotiations or takes any proceeding or other step with a view to
readjustment, rescheduling or deferral of all or any part of its indebtedness, which it
would or might otherwise be unable to pay when due, or proposes or makes a general
assignment or an arrangement or composition with or for the benefit
of its creditors;

	 
	 	(vii)	 	a Collateral Account (or any account in which collateral provided by a Loan Party
is maintained) or any portion thereof is terminated, attached or
subjected to a levy;

	 
	 	(viii)	 	the Borrower or any Loan Party fails to provide promptly all financial and other
information as the Bank may request from time to time;

	 
	 	(ix)	 	any indebtedness of the Borrower or any other Loan Party in respect of borrowed
money (including indebtedness guarantied by the Borrower or any other Loan Party) or in
respect of any swap, forward, cap, floor, collar, option or other derivative transaction,
repurchase or similar transaction or any combination of these transactions is not paid
when due, or any event or condition causes the indebtedness to
become, or










	 	 	 	permits the holder to declare the indebtedness to be, due and payable prior to its stated
maturity;

	 
	 	(x)	 	final judgment for the payment of money is rendered against Borrower (or any Loan Party)
and, within thirty days from the entry of judgment, has not been discharged or stayed
pending appeal or has not been discharged within thirty days from the entry of a final
order of affirmance on appeal;

	 
	 	(xi)	 	any legal proceeding is instituted or any other event occurs or condition exists that in
the Bank’s judgment calls into question (A) the validity or binding effect of this Agreement
or any related agreement or any of the Borrower’s (or any other Loan Party’s) obligations
under this Agreement or under any related agreement or (B) the ability of the Borrower (or
any Loan Party) to perform its obligations under this Agreement, or under any related
agreement; or

	 
	 	(xii)	 	the Bank otherwise deems itself or its security interest in the Collateral insecure or
the Bank believes in good faith that the prospect of payment or other performance by any
Loan Party is impaired.







	 	 	 	then, the Credit Line Obligations will become immediately due and payable (without demand) and
the Bank may, in its sole and absolute discretion, liquidate, withdraw or sell all or any part of
the Collateral and apply the same, as well as the proceeds of any liquidation or sale, to any
amounts owed to the Bank, including any applicable Breakage Costs and Breakage Fee. The Bank will
not be liable to any Loan Party in any way for any adverse consequences (for tax effect or
otherwise) resulting from the liquidation of appreciated Collateral. Without limiting the
generality of the foregoing, the sale may be made in the Bank’s sole and absolute discretion by
public sale on any exchange or market where business is then usually transacted or by private
sale, and the Bank may be the purchaser at any public or private sale. Any Collateral that may
decline speedily in value or that customarily is sold on a recognized exchange or market may be
sold without providing any Loan Party with prior notice of the sale. Each Loan Party agrees that,
for all other Collateral, two calendar days notice to the Loan Party, sent to its last address
shown in the Bank’s account records, will be deemed reasonable notice of the time and place of
any public sale or time after which any private sale or other disposition of the Collateral may
occur. Any amounts due and not paid on any Advance following an Event will bear interest from the
day following the Event until fully paid at a rate per annum equal to the interest rate
applicable to the Advance immediately prior to the Event plus 2.00%. In addition to the Bank’s
rights under this Agreement, the Bank will have the right to exercise any one or more of the
rights and remedies of a secured creditor under the Utah Uniform Commercial Code, as then in
effect, or under any other applicable law.

	 
	 	b)	 	Nothing contained in this Section 10 will limit the right of the Bank to
demand full or partial payment of the Credit Line Obligations, in its
sole and absolute discretion and without cause, at any time, whether
or not an Event has occurred and is continuing.

	 
	 	c)	 	All rights and remedies of the Bank under this Agreement are
cumulative and are in addition to all other rights and remedies that
the Bank may have at law or equity or under any other contract or
other writing for the enforcement of the security interest herein or
the collection of any amount due under this Agreement.

	 
	 	d)	 	Any non-exercise of rights, remedies and powers by the Bank under
this Agreement and the other documents delivered in connection
with this Agreement shall not be construed as a waiver of any rights,
remedies and powers. The Bank fully reserves its rights to invoke











	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.








 










 











	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit
Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only




 





	 	 	 	any of its rights, remedies and powers at any time it may deem appropriate.






	 	11)	 	Representations,
Warranties and Covenants by the Loan Parties







	 	 	 	Each Borrower and each other Loan Party (if applicable) makes the following representations,
warranties and covenants (and each Borrower will be deemed to have repeated each representation
and warranty each time a Borrower requests an Advance) to the
Bank:

	 
	 	a)	 	Except for the Bank’s rights under this Agreement and the rights
of the Securities Intermediary under any account agreement, the
Borrower and each relevant Pledgor owns the Collateral, free of any
interest, lien or security interest in favor of any third party and free
of any impediment to transfer;

	 
	 	b)	 	Each Loan Party: (i) if a natural Person, is of the age of majority; (ii)
is authorized to execute and deliver this Agreement and to perform
its obligations under this Agreement and any related agreement;
(iii) is not an employee benefit plan, as that term is defined by the
Employee Retirement Income Security Act of 1974, or an Individual
Retirement Credit Line Account (and none of the Collateral is an
asset of a plan or account); and (iv) unless the Loan Party advises the
Bank to the contrary, in writing, and provides the Bank with a letter
of approval, where required, from its employer, is not an employee
or member of any exchange or of any corporation or firm engaged in
the business of dealing, either as a broker or as principal, in securities,
bills of exchange, acceptances or other forms of commercial
paper;

	 
	 	c)	 	Neither the Borrower nor any Pledgor on the Collateral Account has
pledged or will pledge the Collateral or grant a security interest in
the Collateral to any party other than the Bank or the Securities
Intermediary, or has permitted or will permit the Collateral to become
subject to any liens or encumbrances (other than those of the Bank
and the Securities Intermediary), during the term of this
Agreement;

	 
	 	d)	 	No Loan Party is in default under any material contract, judgment,
decree or order to which it is a party or by which it or its properties
may be bound;

	 
	 	e)	 	Each Loan Party has duly filed all tax and information returns required
to be filed and has paid all taxes, fees, assessments and other
governmental charges or levies that have become due and payable,
except to the extent such taxes or other charges are being contested
in good faith and are adequately reserved against in accordance with
GAAP.

	 
	 	f)	 	The Borrower and each relevant Pledgor (i) is and at all times will
continue to be the legal and beneficial owner of all assets held in
or credited to any Collateral Account or otherwise included in the
Collateral, and (ii) does not hold any assets held in or credited to any
Collateral Account or otherwise included in the Collateral in trust or
subject to any contractual or other restrictions on use that would
prevent the use of such assets to (a) repay the Bank or (b) be pledged
as Collateral in favor of the Bank.

	 
	 	 	 	The provisions of this Section 11 will survive the termination of this Agreement or any
related agreement and the repayment of the Credit Line Obligations.






	 	12)	 	Indemnification; Limitation on Liability of the Bank and the
Securities Intermediary

	 
	 	 	 	Borrower agrees to indemnify and hold harmless the Bank and the Securities Intermediary, their
affiliates and their respective directors, officers, agents and employees against any and all
claims, causes of action, liabilities, lawsuits, demands and damages,
for example, any and










	 	 	 	all court costs and reasonable attorneys fees, in any way relating to or arising out of or in
connection with this Agreement, except to the extent caused by the Bank’s or Securities
Intermediary’s breach of its obligations under this Agreement. Neither the Bank nor the
Securities Intermediary will be liable to any party for any consequential damages arising out of
any act or omission by either of them with respect to this Agreement or any Advance or Collateral
Account. The provisions of this Section 12 will survive the termination of this Agreement or any
related agreement and the repayment of the Credit Line
Obligations.







	 	13)	 	Acceptance of Application
and Agreement; Applicable Law







	 	 	 	THIS APPLICATION AND AGREEMENT WILL BE RECEIVED AND ACCEPTED BY BANK IN THE STATE OF UTAH, OR IF
THIS APPLICATION AND AGREEMENT IS DELIVERED TO BANK’S AGENT, UBS FINANCIAL SERVICES INC., IT WILL
BE RECEIVED AND ACCEPTED WHEN RECEIVED BY UBS FINANCIAL SERVICES INC.’S UNDERWRITING DEPARTMENT.
DELIVERY OF THE APPLICATION AND AGREEMENT TO THE BORROWER’S FINANCIAL ADVISOR AT UBS FINANCIAL
SERVICES INC. WILL NOT BE CONSIDERED RECEIPT OR ACCEPTANCE BY BANK. ALL DECISIONS MADE BY BANK
REGARDING THE CREDIT LINE WILL BE MADE IN UTAH.

	 
	 	 	 	THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
UTAH APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF UTAH AND, IN
CONNECTION WITH THE CHOICE OF LAW GOVERNING INTEREST, THE FEDERAL LAWS OF THE UNITED STATES,
EXCEPT THAT WITH RESPECT TO THE COLLATERAL ACCOUNT AND THE BANK’S SECURITY INTEREST THEREIN, THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, INCLUDING, WITHOUT LIMITATION, THE NEW YORK UNIFORM COMMERCIAL CODE, AND FOR PURPOSES OF
THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THE BANK’S SECURITY INTEREST THEREIN, THE JURISDICTION
OF UBS FINANCIAL SERVICES INC. AND UBS-I SHALL BE DEEMED TO BE THE
STATE OF NEW YORK.







	 	14)	 	Assignment






	 	 	 	This Agreement may not be assigned by the Borrower without the prior written consent of the
Bank. This Agreement will be binding upon and inure to the benefit of the heirs, successors and
permitted assigns of the Borrower. The Bank may assign this Agreement, and this Agreement will
inure to the benefit of the Bank’s successors and assigns.







	 	15)	 	Amendment






	 	 	 	This Agreement may be amended only by the Bank, including, but not limited to, (i) the addition
or deletion of any provision of this Agreement and (ii) the amendment of the (x) “Spread Over
LIBOR/UBS Bank USA Fixed Funding Rate” in Schedule I or (y) “Spread Over Prime” in Schedule II to
this Agreement, at any time by sending written notice, signed by an authorized officer of the
Bank, of an amendment to the Borrower. The amendment shall be effective as of the date
established by the Bank. This Agreement may not be amended orally. The Borrower or the Bank may
waive compliance with any provision of this Agreement, but any waiver must be in writing and will
not be deemed to be a waiver of any other provision of this Agreement. The provisions of this
Agreement constitute the entire agreement between the Bank and the Borrower with respect to the
subject matter hereof and supersede all prior or contemporaneous agreements, proposals,
understandings and representations, written or oral, between the parties with respect to the
subject matter hereof.







	 	16)	 	Severability






	 	 	 	If any provision of this Agreement is held to be invalid, illegal, void or unenforceable, by
reason of any law, rule, administrative order or judicial











	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.








 









 








	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit
Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only




 





	 		 	or arbitral decision, the determination will not affect the validity of the remaining
provisions of this Agreement.

	 
	 	17)	 	Choice of Forum; Waiver
of Jury Trial







	 	a)	 	ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT
ENTERED BY ANY COURT REGARDING THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR
IN THE UNITED STATES DISTRICT COURT FOR THE STATE OF
UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS
TO THE JURISDICTION OF THE COURTS OF THE THIRD JUDICIAL
DISTRICT COURT FOR THE STATE OF UTAH AND OF THE UNITED
STATES DISTRICT COURT FOR THE STATE OF UTAH FOR THE
PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH
SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN
THE FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION
OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED
TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.

	 
	 	b)	 	EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING
THROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITY
HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY REGARDING ANY CLAIM BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

	 
	 	c)	 	Any arbitration proceeding between the Borrower (or any
other Loan Party) and the Securities Intermediary, regardless
of whether or not based on circumstances related to any court
proceedings between the Bank and the Borrower (or the other
Loan Party), will not provide a basis for any stay of the court
proceedings.

	 
	 	d)	 	Nothing in this Section 17 will be deemed to alter any
agreement to arbitrate any controversies which may arise
between the Borrower (or any other Loan Party) and UBS
Financial Services Inc. or its predecessors, and any claims
between the Borrower or the Loan Party, as applicable, and
UBS Financial Services Inc. or its employees (whether or not
they have acted as agents of the Bank) will be arbitrated as
provided in any agreement between the Borrower or the Loan
Party, as applicable, and UBS Financial Services Inc.







	 	18)	 	State Specific Provisions and Disclosures








	 	a)	 	For residents of Ohio:
	 	 	 	The Ohio laws against discrimination require that all creditors make credit equally available
to all creditworthy customers, and that credit reporting agencies maintain separate credit
histories on each individual upon request. The Ohio civil rights commission administers
compliance with this law.

	 
	 	b)	 	For residents of Oregon:
	 	 	 	NOTICE TO BORROWER: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS AGREEMENT PROVIDES FOR
THE PAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATE ADVANCE PRIOR TO THE DATE PROVIDED
FOR REPAYMENT IN THE AGREEMENT.










	 	c)	 	For residents of Vermont:
	 	 	 	NOTICE TO BORROWER: THE ADVANCES MADE UNDER THIS AGREEMENT ARE DEMAND LOANS AND SO MAY BE
COLLECTED BY THE LENDER AT ANY TIME. A NEW LOAN MUTUALLY AGREED UPON AND SUBSEQUENTLY ISSUED
MAY CARRY A HIGHER OR LOWER RATE OF INTEREST.

	 
	 	 	 	NOTICE TO JOINT BORROWER: YOUR SIGNATURE ON THE AGREEMENT MEANS THAT YOU ARE EQUALLY LIABLE
FOR REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS A LEGAL RIGHT TO
COLLECT FROM YOU.

	 
	 	d)	 	For residents of California:






	 	(i)	 	Any person, whether married, unmarried, or separated, may apply for separate
credit.

	 
	 	(ii)	 	As required by law, you are notified that a negative credit report reflecting on
your credit record may be submitted to a credit reporting agency if you fail to fulfill
the terms of your credit obligations.

	 
	 	(iii)	 	The Borrower will notify the Bank, within a reasonable time, of any change in the
Borrower’s name, address, or employment.

	 
	 	(iv)	 	The Borrower will not attempt to obtain any Advance if the Borrower knows that the
Borrower’s credit privileges under the Credit Line have been
terminated or suspended.

	 
	 	(v)	 	The Borrower will notify the Bank by telephone, telegraph, letter, or any other
reasonable means that an unauthorized use of the Credit Line has occurred or may occur as
the result of the loss or theft of a credit card or other instrument identifying the
Credit Line, within a reasonable time after the Borrower’s discovery of the loss or
theft, and will reasonably assist the Bank in determining the facts and circumstances
relating to any unauthorized use of the Credit Line.







	 	19)	 	Account Agreement






	 	 	 	Each Loan Party acknowledges and agrees that this Agreement supplements their account
agreement(s) with the Securities Intermediary relating to the Collateral Account and, if
applicable, any related account management agreement(s) between the Loan Party and the
Securities Intermediary. In the event of a conflict between the terms of this Agreement and any
other agreement between the Loan Party and the Securities Intermediary, the terms of this
Agreement will prevail.







	 	20)	 	Notices






	 	 	 	Unless otherwise required by law, all notices to a Loan Party may be oral or in writing, in the
Bank’s discretion, and if in writing, delivered or mailed by the United States mail, or by
overnight carrier or by telecopy to the address of the Loan Party shown on the records of the
Bank. Each Loan Party agrees to send notices to the Bank, in writing, at such address as provided
by the Bank from time to time.











	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved. 








 









 








	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	UBS Bank USA
	

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Variable Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 5V 	 	 63316	 	 CP	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   Fixed Credit Line Account Number: (if applicable)
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 5F 	 	 	 	 	 
	Credit Line Agreement
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SS# / TIN	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	Internal Use Only





 


 



	 	 	 
	Schedule 1 to UBS Bank USA Credit Line Agreement
	 	 
	Schedule of Percentage Spreads Over LIBOR or the UBS Bank USA Fixed
	 	 
	Funding Rate, as applicable
	 	 
	Aggregate Approved Amount
	 	Spread Over LIBOR/UBS Bank
	 
	 	USA Fixed Funding Rate
	 
	$250,000 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%




 




	 	 	 
	Schedule II to UBS Bank USA Credit Line Agreement
	 	 
	Schedule of Percentage Spreads Over Prime
	 	 
	Outstanding Amount under Credit Line
	 	Spread Over Prime
	 
	$0 to $24,999
	 	3.125%
	$25,000 to $49,999
	 	2.625%
	$50,000 to $74,999
	 	2.125%
	$75,000 to $99,999
	 	1.625%
	$100,000 to $249,999
	 	1.375%




 




	 	 	NOTICE TO CO-SIGNER
(Traduccion en Ingles Se Requiere Por La Ley)

	 
	 	 	You are being asked to guarantee this debt. Think carefully before you do. If the borrower
doesn’t pay the debt, you will have to. Be sure you can afford to pay if you have to, and that
you want to accept this responsibility.

	 
	 	 	You may have to pay to the full amount of the debt if the borrower does not pay. You may also
have to pay late fees or collection costs, which increase this
amount.

	 
	 	 	The creditor can collect this debt from you without first trying to collect from the borrower.
The creditor can use the same collection methods against you that can be used against the
borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that
fact may become a part of your credit record.

	 
	 	 	This notice is not the
contract that makes you liable for the debt.

	 
	 	 	AVISO PARA EL FIADOR
(Spanish Translation Required By Law)

	 
	 	 	Se le esta pidiendo que garantice esta deuda. Pienselo con cuidado antes de ponerse de acuerdo.
Si la persona que ha pedido este prestamo no paga la deuda, usted tendra que pagarla. Este
seguro de que usted podra pagar si sea obligado a pagarla y de que usted desea aceptar la
responsabilidad.

	 
	 	 	Si la persona que ha pedido el prestamo no paga la deuda, es posible que usted tenga que pagar
la suma total de la deuda, mas los cargos por tardarse en el pago o el costo de cobranza, lo
cual aumenta el total de esta suma.

	 
	 	 	El acreedor (financiero) puede cobrarle a usted sin, primeramente, tratar de cobrarle al
deudor. Los mismos metodos de cobranza que pueden usarse contra el deudor, podran usarse contra
usted, tales como presentar una demanda en corte, quitar parte de su sueldo, etc. Si alguna vez
no se cumpla con la obligacion de pagar esta deuda, se puede incluir esa informacion en la
historia de credito de usted.

	 
	 	 	Este aviso no es el contrato
mismo en que se le echa a usted la responsabilidad de la deuda.






	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102

		©2008 UBS Bank USA. All rights reserved.








 











 








Credit Line Account:




5V63316




Collateral Account:




CP75473







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 and the Borrower acknowledge and agree that:




1 . 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 Collateral in
amounts equal to the fair market or par value of the 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
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 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 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 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.”



2. Section 4 c) of the Agreement is deleted in its entirety and replaced with the following:



“Each Variable Rate Advance under a Prime Credit Line will bear interest at a variable rate equal
to LIBOR, adjusted daily, plus the percentage rate that (unless otherwise specified by the Bank in
writing) is shown on Schedule I below for the Approved Amount of the Credit Line. For Prime Credit
Lines, the rate of interest payable on Variable Rate Advances is subject to change without notice
in accordance with fluctuations in


 









 






LIBOR. On each day that LIBOR changes (or that is otherwise specified by the Bank in writing), the
interest rate on all Variable Rated Advances will change accordingly.”



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



“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 auction rate securities in the Collateral Account (the “Pledged ARS”) will be
automatically transferred to 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 Collateral will be
automatically transferred to 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. 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. Bank will notify Borrower at
least ten (10) days in advance of any ARS Payment that falls outside of this range. If
Borrower would prefer to have advance notice of each payment to be made to
Advances, Borrower may cancel ARS Payments as described below.
	 
	 	•	 	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 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 Bank, in the manner set forth
in the last sentence of Section 5 d). Borrower acknowledges that neither 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.



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 Bank receives such notice. If Borrower stops
ARS Payments, Borrower will continue to be obligated to pay principal, interest, and other amounts
pursuant to the Agreement. If 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 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 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) 741-0331.



Important Disclosure About Required Payments. If Additional Payments are sufficient to pay all
accrued interest on Advances on or before a due date, then 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 Bank may, in its sole discretion (1) capitalize unpaid interest as an additional
Advance, although Bank generally will capitalize interest only if the total of all Advances will be
under the Credit Line, or (2) require Borrower to make payment of all accrued and unpaid interest.”



4. 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.”



5. The Agreement is amended by adding the following as Section 11 f):



“In connection with any Collateral consisting of securities 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), if at any time any such
Auction Rate Securities 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 securities (a
“Par Value Liquidation”), the Borrower agrees (i) to immediately effect such Par Value Liquidation
and (ii) that the proceeds of any such Par Value Liquidation so effected shall be immediately and
automatically used to pay down any and all 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 shall constitute an
irrevocable instruction, direction and standing sell order to UBS Financial Services Inc. to effect
a Par Value 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.”



6. 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.”

















 




7. Schedules I and II to the Agreement are deleted in their entirety and replaced with the
following Schedule I:




Schedule I to UBS Bank USA Credit Line Agreement




Schedule of Percentage Spreads Over LIBOR 



	 	 	 
	Aggregate Approved Amount	 	Spread Over LIBOR
	 
	$25,001 and over	 	1.00%





The Bank reserves the right to change the Spread over LIBOR, in its sole and absolute discretion
and without notice to Borrower, if at any time the Collateral which consists of securities commonly
referred to as “Auction Rate Securities” may be sold, exchanged, redeemed, transferred or otherwise
conveyed by Borrower for gross proceeds that are, in the aggregate, not less than the par value of
such securities.”



8. The Bank and the Borrower acknowledge and agree that notwithstanding anything to the contrary
in the Agreement, Borrower shall not request and the Bank shall not make a Fixed Rate Advance.



9. 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.”



	10.	 	
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.






11. [This item has been intentionally omitted]



12. The Agreement is amended by adding the following as Section 23:





     “The Borrower understands, acknowledges and agrees that the Bank shall have no obligation to
extend any further credit to the Borrower.”













 






	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.








          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:

 	 
	 	By:  	  LAKES ENTERTAINMENT INC.
 	 
	 	Name:  	/s/ Timothy Cope 	 
	 	Title:  	President/CFO 	 
	 
	 
	 
	 
	 
	 	UBS BANK USA

 	 
	 	By:  	/s/ Lukas Kramer	 
	 	Name:  	Lukas Kramer	 
	 	Title:  	AVP and
Credit Officer	 
	 
	 	 	 
	 	By:  	/s/ Clint Newbold	 
	 	Name:  	Clint Newbold	 
	 	Title:  	AVP and
Credit Officer	 
	 


Date: October 3, 2008















 





Re: Account Number CP 75473 (the “Account”)




ADDENDUM
TO CREDIT LINE AGREEMENT



The attached “Credit Line Agreement” sets forth certain terms related to the extension of credit by
UBS Bank USA (the “Bank”) with respect to certain assets held through the above-referenced
discretionary corporate cash management Account with UBS Financial Services Inc. (the “Firm”). The
party signing this Addendum as Client where indicated below (the “Client”) understands and agrees
that, notwithstanding anything to the contrary contained in either the Credit Line Agreement
(including, without limitation, Section 19 of the Credit Line Agreement) or the existing Corporate
Cash Management Account Agreement applicable to the Account (the “Account Agreement”), the terms of
the Credit Line Agreement supplement, but do not replace, the existing Account Agreement as
follows: (i) the terms of the Credit Line Agreement (as amended from time to time in accordance
with its terms) shall govern with respect to any matters, issues or disputes related directly to,
or arising directly from, the extension of credit and/or the status of Client as borrower and the
Bank as lender pursuant to the Credit Line Agreement (e.g., matters relating to the loan account(s)
established at the Bank pursuant to the Credit Line Agreement, the terms of any borrowing or
extension of credit under the Credit Line Agreement, and/or the indemnification of the Bank as a
lender); and (ii) the terms of the Account Agreement (as amended from time to time in accordance
with its terms) shall govern with respect to all other matters (e.g., matters relating to the
Account established at the Firm pursuant to the Account Agreement, the Firm’s trading authority and
activities and/or the indemnification of the Firm for the services it provides under the Account
Agreement).



Without limiting the generality of the foregoing, Client further understands and agrees that:





	(A)	 	The Account remains a discretionary account, as described in Section 5 of the Account
Agreement, and the Firm will continue to exercise investment discretion over the assets in the
Account as provided in the Account Agreement.

	 
	(B)	 	If applicable, Client may continue to receive Financial Advisor Reports with respect to the
Account, as described in Section 9 of the Account Agreement, and Client’s receipt of such reports
remains subject to the provisions of Section 9 of the Account Agreement.

	 
	(C)	 	Solely with respect to disputes arising out of the extension of credit and/or the status of
Client as borrower and the Bank as lender pursuant to the Credit Line Agreement, the choice of law
provisions of Section 13 of the Credit Line Agreement and the dispute resolution provisions of
Section 17 of the Credit Line Agreement shall govern. With respect to any other disputes relating
to the Account, the choice of law provisions of Section 26 of the Account Agreement and the dispute
resolution provisions of Section 27 of the Account Agreement shall continue to govern.






[Remainder of page intentionally left blank]

[Signature page follows]




 









 








Acknowledged
and agreed this 26 day of SEPTEMBER, 2008




	 	 	 	 	 
	Client’s Name:

	 	Lakes Entertainment, Inc.
	 	 
	 
	 	 
	By:
	 	/s/ Timothy Cope	 	 
	 
	 	 
	Name:

	 	Timothy Cope	 	 
	 
	 	 
	Title:

	 	PRESIDENT /CFO