exv10w1



 





Exhibit 10.1



















(If additional pledge accounts are required, please indicate account numbers on page 1.1.)



EXPRESS CREDITLINE

LOAN AGREEMENT — California Version




This
Express CreditLine Revolving Loan Agreement (“Agreement”) is made Between Citigroup Global
Markets Inc. (“SB”) and the undersigned (“Client”) to set forth the terms and conditions that will
govern advances made to Client pursuant to a revolving credit facility (“Loan Facility”) that SB
establishes for Client for a purpose other than purchasing, carrying or trading in securities, or
reducing or retiring indebtedness incurred to purchase, carry or trade in securities. This
Agreement will not become effective and binding upon SB until it has been executed by Client and
accepted by SB in its offices in New York.



1)(a) Subject to the terms and conditions of this Agreement, SB agrees to make one or more
extensions of credit to Client from time to time in an aggregate principal amount which shall not
at any time exceed one of the following amounts which shall be agreed upon by the parties: (i) the
sum of the loanable values (“Loanable Values”) of each class of eligible securities contained in
Client’s SB account[s], computed as of the close of the New York Stock Exchange (“NYSE”) trading day
immediately preceding the NYSE trading day on which an extension of credit is made, or (ii) a
specific dollar amount selected by Client and approved by SB (“Loan Limit”). The initial Loan Limit
selected by Client and agreed upon by SB shall be indicated in Schedule “A” to this Agreement. The
Loan Limit must equal $25,001 or such greater amount as SB determines in its sole discretion.
Client also understands and agrees that SB may reduce the Loan Limit in its sole discretion and at
any time. Each extension of credit shall be referred to in this Agreement as an “Express CreditLine
Advance” and shall in each instance only be made for a purpose other than purchasing, carrying or
trading in securities, or reducing or retiring indebtedness incurred to purchase, carry or trade in
securities. Express CreditLine Advances will be made in a good-faith account established pursuant
to Federal Reserve Board Regulation T (“Express CreditLine Account”) pursuant to procedures
prescribed by SB. Client understands that SB will not in any event be required to make any Express
CreditLine Advance to Client unless the Collateral (as defined in Section 6(a) of this Agreement)
is acceptable to SB. If Client’s obligation to repay one or more Express CreditLine Advances (and
accrued interest thereon) is guaranteed by a person or entity that is not a party to this
Agreement, and the guarantor pledges securities in the guarantor’s SB account[s] as security for
the guaranty, Client acknowledges that such securities must, at all times, be acceptable to SB.



(b) Client understands and agrees that SB may, in its sole discretion, obtain reports from, and
provide information to, other persons concerning Client’s credit standing and business conduct. SB
may ask credit-reporting agencies for consumer reports of Client’s credit history. Upon Client’s
request, SB will inform Client of the name and address of the consumer reporting agency or agencies
that furnish such consumer reports to SB.



2)(a) Subject to the provisions of this Agreement, Client may obtain an Express CreditLine Advance
at one or more times hereunder (subject to Client’s Loan Limit) by: (i) writing a check
drawn on Client’s FMA Account at SB (“Client FMA Check”), (ii) requesting SB to issue a branch
check (“Branch Check”) payable to Client in
the amount of the Express CreditLine Advance, (iii) requesting
SB to wire-transfer
Federal funds in the amount of the Express CreditLine Advance to a bank account in Client’s name,
(iv) requesting SB to effect an automatic transfer of funds
(“ACH”) to a pre-enrolled bank account
in Client’s name, (v) using Client’s debit card (“Card”) made available by SB, or (vi) any other
method agreed upon by SB and Client. If Client uses any of the foregoing methods to access his/her
FMA Account and there is an insufficient amount of cash or cash equivalents in that account to
honor the request for a debit, an Express CreditLine Advance will be made to Client to place
sufficient funds in his/her SB FMA Account. Client understands and agrees that all Express
CreditLine Advances are subject during the term of this Agreement to his/her Loan Limit.



(b) In the event Client seeks an Express CreditLine Advance hereunder by issuing a Client FMA Check
or using the Card which if honored would increase Client’s outstanding principal balance under the
Loan Facility above Client’s Loan Limit, SB may without notice to Client refuse to honor Client’s
request for such Express CreditLine Advance and inform any person presenting the Client FMA Check
or requesting authorization for use of the Card that it was not paid or honored due to insufficient
funds or for any other reason.



3) (a) SB shall charge Client interest on the aggregate principal amount of Express CreditLine
Advances outstanding, if any. Such interest will be computed in the same manner as that set forth
for securities margin accounts in the pamphlet prepared by SB entitled “Important New Account
Information” (hereafter referred to as “New Account Document”), which may be amended from time to
time and which amendment shall become binding upon written notice to Client. Client hereby
acknowledges receipt of the New Account Document. Interest will be payable monthly. As provided in
Paragraph 4, SB may in its sole discretion require that all interest be paid in cash and/or shares
of a money market fund in Client’s Express CreditLine Account. If SB elects not to impose this
requirement, and if (i) a sufficient amount of cash or money market fund shares is not available
in Client’s Express CreditLine Account to pay the monthly interest amount, or if Client elects not
to make interest payments from the Express CreditLine Account, and (ii) sufficient Collateral (as
hereafter defined) acceptable to SB is in SB’s possession, the interest due shall be added to
Client’s outstanding principal balance and thereafter interest shall accrue on such amount until
Client’s outstanding balance under the Loan Facility has been repaid in full, whether before or
after demand or termination of this Agreement. Client understands that by adding interest to the
outstanding principal balance of Client’s Express CreditLine Advances, the amount of additional
Express CreditLine Advances Client may obtain shall be proportionately reduced.



(b) Client understands that SB may pay a portion of the interest that it receives to
Clients’ Financial Advisor. SB may also charge Client, to the extent permitted by
applicable law, fees for establishing and/or servicing the Loan Facility.



(c) In no event shall the total interest and fees charged under this Agreement exceed








	 	 	 	 	 	 
	 	 

	 	 	CPI#   1121	 
	 	 





			
	 	 	 
	4725BCA (12/2007)  page 1 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.






 









 






EXPRESS CREDITLINE

Additional Pledge Account Number Signature Page



(This
page is only to be used if insufficient room for pledge accounts on page 1.)









I (We) have read this form and certify that to the best of my (our) knowledge and belief the
information given is true, accurate, and complete.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Borrower’s Signature

	 	 	 	Date
	 	 	Borrower’s Signature
	 	Date
	   /s/ Kevin Soulsby 
	 	03/05/08 	 	 	 	 	 	 	 
	 	 	 	 
	Print or type name

	 	 	 	Date
	 	 	Print or type name
	 	Date
	   Kevin Soulsby

	 	03/05/08	 	 	 	 	 	 	 
	 	 	 	 





4725BCA (12/2007) page 1.1





 









 








the maximum interest rate or total fees permitted by law. In the event any excess interest or fees
are collected, the same shall be refunded or credited to Client.



4) Fixed Rate Advances or Conversions




(a) For each Express CreditLine Advance as described in the Agreement, Client may
select an interest rate that is fixed for a specific period of time. Client may also
convert a portion of the Express CreditLine balance from a variable rate to a fixed
rate of interest for a specific period of time. For purposes of this Agreement, except
where specifically noted, a balance conversion will also be considered an Express
CreditLine Advance. The fixed interest rate will be based on the one-, three-, six- or
twelve-month London InterBank Offered Rate (“LIBOR”) as well as the 2-, 3-, 4-,
and 5-year LIBOR SWAP index, as selected by Client, plus a spread. Client may lock
in a fixed interest rate for one, three, six or twelve months or 2,
3, 4, or 5 years when
Client requests an Express CreditLine Advance. The term of the fixed interest rate
will correspond to the LIBOR rate selected by Client. (For example, if Client selects
an interest rate based on six-month LIBOR, the rate will be fixed for six months even
though six-month LIBOR may change over that six-month period.) The fixed rate
of interest will be based on the applicable LIBOR as published in The Wall Street
Journal “Money Rates” table two business days after the date the Express CreditLine
Advance is requested. Client may confirm the LIBOR rates and spreads in effect on
any day by calling Client’s Financial Advisor. Client must request a fixed interest rate
Express CreditLine Advance by contacting Client’s Financial Advisor.



(b) Client may obtain a fixed rate Express CreditLine Advance (other than a balance
conversion) only by (i) requesting SB to issue a Branch Check payable to Client in
the amount of the Express CreditLine Advance or (ii) requesting SB to wire-transfer
federal funds in the amount of the Express CreditLine Advance to a bank account in
the Client’s name. Client may not have more than nine fixed rate Express CreditLine
Advances outstanding at any one time.



(c) At the end of the selected one-, three-, six- or twelve-month or 2-, 3-, 4-, or 5-
year term, Client may pay the Express CreditLine Advance in full, or renew the fixed
interest rate for the same or a different term based on the LIBOR rates in effect on
the first business day of the renewal term. Client must select a renewal term no
more than 30 days prior to the end of the fixed rate term. If Client does not select a
renewal term, the Express CreditLine Advance will be subject to the variable interest
rate as described in Paragraph (3)(a) of the Agreement.



(d) In the event Client pays a fixed rate Express CreditLine Advance, in whole or
in part, prior to the expiration of the selected maturity term, or requests that the
Advance be converted to a variable rate of interest, a “breakage fee” will be charged
to Client. SB may, in its sole discretion, debit Client’s Express CreditLine Account
for the amount of the breakage fee. Interest will accrue on the debited amount at
a variable interest rate as described in Paragraph (3)(a) of this Agreement until
the amount is paid in full. The breakage fee will be determined as follows: SB will
compare the original LIBOR rate selected by Client (rate “A”) to the current LIBOR
rate as of the Prepayment Effective Date (rate “B”). If A is greater than B, SB will
calculate the breakage fee by multiplying the difference between rates A and B by
the total amount of the Advance, times the remainder of the maturity term. The
remainder of the maturity term will be computed on a 360-day year basis from the
Prepayment Effective Date to the end of the maturity term. The Prepayment Effective
Date will be the date Client makes the prepayment or requests that the Advance be
converted to a variable rate of interest. If the prepayment or request occurs after
3:00 p.m. eastern time or on a non-business day, the Prepayment Effective Date will
be the next business day. The minimum breakage fee is $500. If A is less than or
equal to B, a breakage fee of $500 will be charged.



(e) SB reserves the right in its sole discretion to stop offering fixed rate advances.
If fixed rate advances are discontinued, Client may no longer select a fixed interest
rate for any new Express CreditLine Advance. However, the fixed interest rate on any
existing Express CreditLine Advance will not be affected, except that on the interest
maturity date, unless paid in full, the Express CreditLine Advance will be subject to
the variable interest rate as described in Paragraph (3)(a) of the Agreement. The
fixing of interest for any period of time shall be without prejudice to SB’s rights to
demand payment of the Loan Facility at any time pursuant to Paragraph 5 hereof.



5) Client agrees to pay on demand any balance owing with respect to Client’s
Loan Facility, including interest, fees and any costs of collection (including
reasonable attorneys’ fees, if any). Client understands that SB may demand full or partial payment
of any balance outstanding under the Loan Facility at its sole option and without cause at any
time, and that Express CreditLine Advances under the Loan Facility are not for any specific term or
duration. Client agrees that at the sole option of SB, all payments received in respect of any
Collateral in Client’s Express CreditLine Account, including interest, dividends, premiums and
principal; all proceeds from any Collateral in Client’s Express CreditLine Account that is
liquidated for any reason; and all deposits or other transfers into Client’s Express CreditLine
Account may be applied in SB’s sole discretion, first to repay any interest accrued with respect to
Client’s Loan Facility (whether or not such interest has been added to the principal amount of the
Loan Facility outstanding), and then to any other amounts outstanding or otherwise payable to SB
under the Loan Facility. In its sole discretion, SB may require Client to maintain sufficient
shares in a money market fund in Client’s Express CreditLine Account to pay all interest that
accrues and which is not paid through the application of all payments received in respect of any
Collateral in Client’s Express CreditLine Account, all proceeds from any Collateral and all
deposits or other transfers into Client’s Express CreditLine Account. As necessary, SB may, without
prior notice to Client, debit the money market fund in Client’s Express CreditLine Account in such
amount as is necessary to pay such excess interest as it accrues. Any amount outstanding under the
Loan Facility may be paid at any time in whole or in part by Client without penalty. Payments
applied to principal will increase the amount available for subsequent Express CreditLine Advances,
subject to Client’s Loan Limit. Client shall make all payments regarding the Loan Facility to SB at
its offices in New York.



6) Client agrees not (a) to use any portion of an Express CreditLine Advance to
purchase, carry or trade in securities, or to reduce or retire other debts Client
incurs for the purpose of purchasing, carrying or trading in securities, (b) to
make any Client FMA Check payable to SB or another brokerage firm, or (c) to
make funds available to a third party for any purpose described in clauses (a) or
(b). Client shall be deemed to repeat such agreements each time Client obtains
an Express CreditLine Advance hereunder. Client also acknowledges that willful
non-compliance with these restrictions may constitute a violation by Client of
Regulation “X” of the Federal Reserve Board.



7) (a) As security for Client’s obligations to SB under this Agreement, Client hereby
assigns, grants and conveys to SB a first priority lien and security interest in all
cash, stocks, bonds, other securities, certificates of deposit and instruments now or
hereafter in Client’s Express CreditLine Account and all other accounts maintained
by Client with SB (including any managed accounts maintained by Client) and all
dividends, interest and proceeds of such property, and any property substituted by
the Client (collectively, the “Collateral”). Client authorizes SB, at Client’s expense,
to sign and file, without Client’s signature, such financing statements and other
documents that in SB’s sole judgment are necessary to perfect, preserve and protect
SB’s security interest in the Collateral, and to perform any and all such other acts
necessary and incident to the execution of the powers granted to SB herein. Client
also agrees to take all action which SB reasonably requests to assure that SB has
a continuing first priority perfected security interest in the Collateral while this
Agreement remains in effect.



(b) SB reserves the right to require Client at any time to deposit into Client’s Express CreditLine
Account additional Collateral in such amount as SB requires or to substitute new Collateral for any
Collateral that has previously been deposited in Client’s Express CreditLine Account. Client may,
with SB’s approval and upon such terms and conditions as SB shall prescribe, substitute securities
or other property for Collateral in Client’s Express CreditLine Account.



The Following Paragraph 8 (a) is Applicable Only to Clients Who Are Natural Persons



8) (a) Client represents and warrants to SB that (a) except for SB’s rights under
this Agreement, Client owns the Collateral free of any security interest or lien in
favor of any third party or any impediment to transfer (other than, in the case of
restricted and control stock, any restrictive legend restricting the sale of the security
under the Securities Act of 1933), (b) Client will not pledge the Collateral or grant
a security interest in the Collateral to any third party, or permit the Collateral to



			
	 	 	 
	4725BCA (12/2007) page 2 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.






 









 






become subject to any liens or encumbrances (other than SB’s security interest), or enter into a
“lock-up” agreement or other agreement that affects the Collateral, in each case during the term of
this Agreement, (c) Client is of the age of a majority in the state in which he/she is domiciled
and is authorized to execute and deliver this Agreement and to perform his/her obligations
hereunder, (d) Client is not an employee benefit plan, as that term is defined by the Employee
Retirement Income Security Act of 1974 (“ERISA”), or an Individual Retirement Account, (e) in
respect of restricted and control stock, in the event that SB liquidates and sells the Collateral,
all Collateral consisting of securities will be readily transferable into “street name” in good
deliverable form, and together with the securities of any other person whose sales must be
aggregated with the Client’s under applicable law and rules, will be saleable under the Securities
Act of 1933 and other applicable law and rules, and (f) unless Client advises SB to the contrary in
writing and provides SB with a letter of approval, where required, from Client’s employer, Client
is not an employee or member of any stock exchange or trading market 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. Client shall be deemed to repeat each of
these representations and warranties each time Client obtains an Express CreditLine Advance
hereunder.



The Following Paragraph 8 (a) is Applicable Only to Clients Who Are Corporations, Partnerships,
Trusts or Other Entities



8) (a) Client represents and warrants to SB that a) it is a corporation, partnership,
trust or other entity duly organized, validly existing and in good standing under the
laws of the State in which it is organized; b) it has all requisite power and authority
to own its property and assets and to carry on its business as now conducted and
as proposed to be conducted; c) it is qualified to do business in every jurisdiction
where such qualification is required, except where the failure to qualify would not
have a material adverse effect on Client; d) it has the power and authority to execute,
deliver and perform its obligations under this Agreement; e) the execution, delivery
and performance of this Agreement and the creation of a first priority lien and
security interest in the Collateral provided for herein (i) are within Client’s corporate
power, (ii) have been duly authorized by all necessary and proper corporate action,
including the consent of shareholders where required, (iii) are not in contravention
of any provision of Client’s certificate of incorporation or by-laws, (iv) do not
violate any law or regulation, or any order or decree of any court or governmental
instrumentality applicable to Client, and (v) do not conflict with or result in the
breach of, or constitute a default under, any indenture, mortgage, deed of trust,
lease agreement or other instrument to which Client is a party or by which Client or
any of its property is bound; f) this Agreement has been duly executed and delivered
by Client and constitutes its legal, valid and binding obligation enforceable against
Client in accordance with its terms; g) except for SB’s rights under this Agreement,
Client owns the Collateral free of any security interest or lien in favor of any third
party or any impediment to transfer (other than, in the case of restricted and control
stock, any restrictive legend restricting the sale of the security under the Securities
Act of 1933); h) Client is not an employee benefit plan, as that term is defined by
ERISA; and i) Client will not pledge the Collateral or grant a security interest in
the Collateral to any third party, or permit the Collateral to become subject to any
liens or encumbrances (other than SB’s security interest), or enter into a “lock-up”
agreement or other agreement that affects the Collateral, in each case during the
term of this Agreement and j) in respect of restricted and control stock, in the event
that SB liquidates and sells the Collateral, all Collateral consisting of securities will
be readily transferable into “street name” in good deliverable form, and together
with the securities of any other person whose sales must be aggregated with the
Client’s under applicable law and rules, will be saleable under the Securities Act of
1933 and other applicable law and rules. Client shall be deemed to repeat each of
these representations and warranties each time Client obtains an Express CreditLine
Advance hereunder.



(b) In the event Client maintains a Consulting Group account with SB, Client acknowledges that it has
received and had the opportunity to review SB’s “wrap fee brochure” and the disclosures therein
relating to Client’s Express CreditLine Loan Facility.



9) Whenever SB deems it necessary or appropriate for its protection, SB is authorized,
in its sole discretion, to take one or more of the following actions:
(a) require Client to repay promptly all or a specified amount of the outstanding balance of the Loan facility, (b)
deposit promptly into Client’s Express CreditLine Account a specific amount of additional
Collateral, (c) reduce the Loan Limit to a level determined by SB, (d) liquidate, withdraw or sell
the Collateral and apply it to any amounts owed to SB, or (e) terminate Client’s Express CreditLine
borrowing privileges. All of the foregoing actions may be done without prior notice to Client, and
in the case of clauses (c)-(e), without demand upon Client. In addition, any sale may be made in
SB’s sole discretion on the exchange or market where such business is then usually transacted, at
public auction or private sale and without providing Client prior notice of such sale. In addition
to SB’s rights under this Agreement, SB shall have the right to exercise any one or more of the
rights and remedies of a secured creditor under the New York Uniform Commercial Code then in
effect. All rights and remedies under this Agreement are cumulative and are in addition to all
other rights and remedies that SB may have at law or equity. Notwithstanding the foregoing, to the
extent permitted by law, Client expressly waives compliance with the provisions of Section 202 of
the New York Lien Law.



10) This Agreement and its enforcement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the conflict
of laws rules of such State.



11) This Agreement may not be assigned by Client without SB’s prior written consent,
and shall be binding upon Client’s heirs, executors, administrators, successors and
permitted assigns (whichever is applicable). SB may assign this Agreement to any
person or entity without Client’s consent or prior notice to Client, and this Agreement
shall inure to the benefit of SB’s successors and assigns (whether by merger,
consolidation or otherwise).



12) This Agreement may be amended (a) by SB at any time by sending Client a
written notice of such amendment, or (b) with the written consent of both parties.
Any such amendment shall be effective as of the date established by SB or by both
parties, as applicable. This Agreement may not be amended orally. Either Client or
SB may waive compliance with any provision of this Agreement. Such waiver must be
in writing and signed by the party to be charged with such waiver. Any such waiver
will not be deemed to be a waiver of any other provision of this Agreement.



13) SB shall not be liable to Client for (a) any loss caused directly or indirectly
by government restrictions, exchange or market rulings, suspension of trading,
war, strikes or other conditions, commonly known as “Acts of God,” beyond SB’s
control, or (b) any consequential, incidental, indirect or special damages, even if
such damages are reasonably foreseeable.



14) This Agreement, all schedules to this Agreement, and the New Account Document
reflect the entire agreement between SB and Client concerning Client’s Loan Facility,
and supersede any other agreement, promise, representation or undertaking,
whether written or oral, concerning the Loan Facility. This Agreement is in addition
to, and does not nullify, Client’s FMA Account agreement and any other agreements
between Client and SB (collectively, “Other Agreements”). In the event of a conflict
between the provisions of this Agreement, on the one hand, and the New Account
Document or the Other Agreements, on the other hand, the provisions of this
Agreement shall govern.



15) If any provision of this Agreement is held to be invalid, illegal or unenforceable by
reason of any law, rule, administrative order or judicial decision, such determination
shall not affect the validity of the remaining provisions of this Agreement.



16) Either party may terminate this Agreement upon thirty (30) calendar days prior
written notice to the other party, except that Client shall not be entitled to terminate
this Agreement in the event there is an outstanding principal balance in the Loan
Facility, or accrued interest or other fees and charges (if any) relating to the Loan
Facility have not been paid. Termination of this Agreement shall not affect any
obligations incurred by Client prior to the effective date of termination, or SB’s rights
to the Collateral, or securities deposited with SB by a guarantor of Client’s Loan
Facility. All indemnification provisions herein, as well as Paragraphs 17-22, shall
survive the termination of this Agreement.



17) Without the necessity of a judicial determination, and whether or not litigation
occurs, Client hereby agrees to indemnify and hold harmless SB and its directors,
officers, employees, agents and affiliates from any and all claims (whether or not
meritorious), liabilities, judgments, damages, losses, costs and expenses of any



			
	 	 	 
	4725BCA (12/2007) page 3 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.







 









 








nature whatsoever (including reasonable attorneys’ fees and expenses) in any way related to, or
arising out of or in connection with, this Agreement, including without limitation Client’s grant
of a first priority lien and security interest in the Collateral and any action taken or omitted by
SB at Client’s request or pursuant to Client’s instructions.



18) ARBITRATION




This agreement contains a predispute arbitration clause. By signing an arbitration agreement the
parties agree as follows:



• All parties to this agreement are giving up the right to sue each other in
court, including the right to a trial by jury, except as provided by the rules of the
arbitration forum in which a claim is filed.



• Arbitration awards are generally final and binding; a party’s ability to have a
court reverse or modify an arbitration award is very limited.



• The ability of the parties to obtain documents, witness statements and other
discovery is generally more limited in arbitration than in court proceedings.



• The arbitrators do not have to explain the reason(s) for their award.



• The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.



• The rules of some arbitration forums may impose time limits for bringing a
claim in arbitration. In some cases, a claim that is ineligible for arbitration may
be brought in court.



• The rules of the arbitration forum in which the claim is filed, and any
amendments thereto, shall be incorporated into this agreement.



I agree that all claims or controversies, whether such claims or controversies arose prior, on or
subsequent to the date hereof, between me and SB and/or any of its present or former officers,
directors, or employees concerning or arising from (i) any account maintained by me with SB
individually or jointly with others in any capacity; (ii) any transaction involving SB or any
predecessor firms by merger, acquisition or other business combination and me, whether or not such
transaction occurred in such account or accounts; or (iii) the construction, performance or breach
of this or any other agreement between us, any duty arising from the business of SB or otherwise,
shall be determined by arbitration before, and only before, any self-regulatory organization or
exchange of which SB is a member. I may elect which of these arbitration forums shall hear the
matter by sending a registered letter or telegram addressed to Smith Barney at 77 Water Street, New
York, N.Y. 10005, Attn: Law Department. If I fail to make such election before the expiration of
five (5) days after receipt of a written request from SB to make such election, SB shall have the
right to choose the forum.



No person shall bring a putative or certified class action to arbitration, nor seek to enforce any
pre-dispute arbitration agreement against any person who has initiated in court a putative class
action; or who is a member of a putative class who has not opted out of the class with respect to
any claims encompassed by the putative class action until: (i) the class certification is denied;
(ii) the class is decertified; or (iii) the customer is excluded from the class by the court.



Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights
under this agreement except to the extent stated herein.



19) SB shall not be liable for a refusal by a third party to honor any Client FMA
Check or the Card.



THE
FOLLOWING PARAGRAPHS 20 - 22 APPLY ONLY TO MULTIPLE PARTY ACCOUNTS OF NATURAL PERSONS




20) If Client’s Express CreditLine Account is a multiple party account, in
consideration of SB establishing the Loan Facility for the owners thereof, each
account owner agrees that he/she is a Client for purposes of this Agreement and to
be jointly and severally liable for said account and to pay on demand any balance
owing with respect to the Loan Facility. Each account owner has full power and
authority to borrow and withdraw money or to do anything with reference to the
Express CreditLine Account as if he or she were the sole owner thereof, and SB is
authorized and directed to act upon any instructions received from any account owner and to accept
payment and securities from any account owner for the credit of this account regardless of the
source or registration of such payments or securities. Any and all notices, communications or any
demands sent to any account owner shall be binding upon all account owners, and may be given by
mail or other means of communication. All representations and agreements contained in this
Agreement shall be deemed to have been made by each account owner.



21) Without the necessity of a judicial determination, and whether or not litigation
occurs, each account owner agrees to indemnify and hold harmless SB and its
directors, officers, employees, agents and affiliates from and against any and
all claims (whether or not meritorious), liabilities, judgments, damages, losses,
costs and expenses of any nature whatsoever (including reasonable attorneys’
fees and expenses) in any way related to, or arising out of, or in connection
with, or as the result of, SB following the instructions of any account owner. SB,
in its sole discretion, may at any time suspend all activity in the multiple party
account pending instructions from a court of competent jurisdiction or require that
instructions pertaining to the multiple party account or the property therein be in
writing signed by all account owners. SB shall be entitled to recover from the Express
CreditLine Account or from any account owner prior to distribution of the funds or
property therein such costs as it may incur, including reasonable attorneys’ fees, as
the result of any dispute between or among account owners relating to or arising
from the Express CreditLine Account.



22) (a) Each Express CreditLine Account owner agrees that, in the event of the
death of owner thereof, the survivor or survivors shall immediately give SB written
notice thereof, and SB may, before or after receiving such notice, take such actions,
require such papers, inheritance or estate tax waivers, retain such portion of the
account and restrict transactions in such account as SB may deem advisable to
protect SB against any tax, liability, penalty or loss under any present or future laws
or otherwise. The estate of an Express CreditLine Account owner who shall have died
shall be liable and each survivor shall continue to be liable, jointly and severally,
for all obligations to SB under this Agreement whether or not incurred prior to the
receipt by SB of the written notice of the death of the decedent, or incurred in the
liquidation of the Express CreditLine Account or the adjustment of the interests of
the respective parties.



(b) If the Express CreditLine Account contains any rights of survivorship, in the event of the
death of any owner thereof, all assets in the Express CreditLine Account shall pass to and be
vested in the survivor[s] on the same terms and conditions as previously held, without in any
manner releasing the decedent[s] estate from the liabilities provided for herein. The estate[s] of
the decedent[s] and the survivor[s] hereby jointly and severally agree to fully indemnify and hold
harmless SB from all liability for any taxes which may be owed in connection with the transfer and
vesting of the assets in the survivor[s], or any claims by third parties.



DISCLOSURES REQUIRED BY CALIFORNIA STATE LAW




22) SB is required to give each of the following disclosures to Clients who reside in the State of
California. Please note that some disclosures required by state law may reflect rights granted to
all consumers under similar federal laws.



a) EXPRESS CREDITLINE LOANS TO CALIFORNIA RESIDENTS ARE MADE BY SB PURSUANT TO A CALIFORNIA
DEPARTMENT OF CORPORATIONS FINANCE LENDER’S LICENSE (LICENSE NO. 603-4636). SB’S HEADQUARTERS
OFFICE IS LOCATED AT 388 GREENWICH STREET, NEW YORK, NY 10013. THE BRANCH OFFICE ADDRESS OF
CLIENT’S FINANCIAL CONSULTANT AND THE LICENSE NUMBER OF THAT BRANCH OFFICE ARE SET FORTH IN THE
SIGNATURE PORTION OF THIS AGREEMENT. FOR INFORMATION CONTACT THE CALIFORNIA DEPARTMENT OF
CORPORATIONS, STATE OF CALIFORNIA. IF CLIENT IS MARRIED, CLIENT MAY RECEIVE A SEPARATE EXPRESS
CREDITLINE LOAN FACILITY AND HAVE A SEPARATE EXPRESS CREDITLINE ACCOUNT. SB REPRESENTS THAT NO
PERSON HAS ACTED AS A BROKER IN CONNECTION WITH THE MAKING OF ANY Express CreditLine Advance. THIS
LOAN FACILITY IS MADE PURSUANT TO THE CALIFORNIA FINANCE LENDERS LAW, DIVISION 9 (COMMENCING WITH
SECTION 22000 OF THE FINANCE CODE).



			
	 	 	 
	4725BCA (12/2007) page 4 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.







 











 




CLIENT ACKNOWLEDGES RECEIPT OF FORM T-4 PROMULGATED BY THE FEDERAL RESERVE BOARD AS WELL AS A
COPY OF THIS AGREEMENT. BY SIGNING BELOW, CLIENT APPLIES FOR THIS LOAN FACILITY AND AGREES TO
BE BOUND BY THE TERMS AND CONDITIONS HEREIN. THIS AGREEMENT CONTAINS A PRE-DISPUTE
ARBITRATION CLAUSE AT PAGE 3, PARAGRAPH 18.




CITIGROUP GLOBAL MARKETS INC. (“SMITH BARNEY”)




	 	 	 	 	 	 	 
	Signature of Branch or Operations Manager:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





	 	 	 
	Branch Office Address License Number under the California Finance Lenders License Law
	 	 
	 

	 	 





	 	 	 	 	 	 	 
	Client
Signatures:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name of Client
	 	 	Signature of Client	 	 	Date
	 
	 	 	 	 	 	 
	Intevac, Inc.
	 	 	/s/ Kevin Soulsby 	 	 	03/05/08 
	 	 	 	 	 	 	 
	Print Name of Client
	 	 	Signature of Client	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 
	If a
Corporation, Partnership, Trust or Other Entity also provide	 	 
	 	 	 	 
	     Entity Name

	 	 	Authorized Signer and Title (please print
	 	 
	 
	 	 	 	 	 
	     Intevac, Inc.

	 	 	  Kevin Soulsby, Corporate Controller	 	 
	 	 	 	 





Schedule “A”

Loan Limit Amount Election




Name of Client: Intevac, Inc. elects the following as Client’s initial Loan Limit.




Client should elect and sign only one of the alternatives below.



a) the sum of the Loanable Values in Client’s SB account(s) computed in accordance with
Paragraph 1 (a), which must be equal to or greater than $25,001.*




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name of Client

	 	 	Signature of Client
	 	 	Date
	 
	 	 	 	 	 	 
	Intevac, Inc.
	 	 	/s/ Kevin Soulsby 	 	 	03/05/08 
	 	 	 	 	 	 	 
	Print Name of Client

	 	 	Signature of Client
	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 





or






			
	 
	b)	 	$                                         (specify dollar amount, which must be equal to or greater than $25,001).* After Client signs
and dates this document, Client may not borrow an amount greater than it has specified unless Client signs and dates an amended
Loan Limit Amount Election form specifying such greater amount and SB countersigns the amended
form.





	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name of Client

	 	 	Signature of Client
	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Print Name of Client

	 	 	Signature of Client
	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	Approved by Smith Barney
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	     Print Name of Branch or Operations Manager

	 	 	Signature of Branch or Operations Manager
	 	 	Date
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 





	 	 	 
	State	 	Minimum Loan Limit
	Indiana
	 	$50,001 for consumer loans; $25,001 for business loans
	 
	 	 
	Maine
	 	$35,001
	 
	 	 
	Oklahoma
	 	$45,001
	 
	 	 
	Oregon
	 	$50,001
	 
	 	 
	Pennsylvania
	 	$50,001
	 
	 	 
	Vermont
	 	$1,000,001 for business loans; consumer loans not allowable
	 
	 	 
	West Virginia
	 	$45,001 (except business loans)
	 
	 	 
	Wyoming
	 	$50,001








 




			
	*	 	In the states listed below Schedule “A”, the minimum Loan Limit will be higher.





			
	 	 	 
	4725BCA (12/2007) page 5 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.







 
















 








Schedule “B”




Credit Cost Disclosure



Interest on your Express CreditLine Revolving Facility (“Facility”) is determined by applying a
daily periodic interest rate to the average daily outstanding balance in your Facility, as
described below, and multiplying this number by the number of days in the interest period in
which there was a balance outstanding.



The average daily outstanding balance in your Facility is determined by taking the net daily
balance each day. The net daily balance (including current transactions) is calculated by taking
the beginning balance in your Facility each day, adding any new Express CreditLine Advances and
other debits and subtracting any payments or other credits. Unless paid, accrued interest is
added to your Facility each month on the first business day following the 20th of the month.
Note that in December there is an additional interest period that will end on the next-to-last
business day of the year. To determine the average daily balance, we add together the net daily
balances for each day in which there is a net daily balance and divide this number by the number
of days in the interest period in which you had a net debit balance.



A debit balance appears in your Express CreditLine Account beginning on the day credit is extended
to you or on the day an advance is made to or by you. There is no grace period.



Your daily net debit balance includes accrued unpaid interest from prior interest periods.
Interest is charged on the entire debit balance, including such accrued unpaid interest from prior
interest periods.



Your interest rate may vary. An increase in your interest rate will cause interest to accrue
faster. The interest rate is based on the average Prime Rate established by Smith Barney and
your average debit balance. The Prime Rate reflects short-term market interest rates and the
blended borrowing costs incurred by Smith Barney. The average Prime Rate is determined by
computing the average of the daily Prime Rate in effect each day during a given interest period;
we then round that average up to the nearest one-quarter of 1%. You may obtain our average Prime
Rate for any interest period and our daily Prime Rate by asking your Financial Advisor.



To determine your daily periodic interest rate, an increment is added to the average Prime Rate,
depending on the amount borrowed. The Prime Rate fluctuates and is expressed as an annual rate
(based on a 360-day year), but is charged to your Express CreditLine Account monthly.



The rates that would apply to your Express CreditLine Account, as of the date you sign the Smith
Barney Express Credit Revolving Loan Agreement, are set forth as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prime
Rate = 8.25%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Prestige Level & Private Wealth
	 	 	 	Standard Clients	 	 	Select Level Clients	 	 	Management Clients
	 	 	 	Spread	 	 	 	 	 	 	 	 	 	 	Spread	 	 	 	 	 	 	 	 	 	 	Spread	 	 	 	 	 	 
	Your Average Debit	 	 	Over	 	 	 	 	 	Initial	 	 	Over	 	 	 	 	 	Initial	 	 	Over	 	 	 	 	 	Initial
	Balance	 	 	Prime	 	Rate	 	Daily Rate	 	 	Prime	 	Rate	 	Daily Rate	 	 	Prime	 	Rate	 	Daily Rate
	 	 	 	 	 	 	 	 	 	 
	Under $10,000
	 	 	 	3.50	%	 	 	11.75	%	 	 	0.03	%	 	 	 	3.25	%	 	 	11.50	%	 	 	0.03	%	 	 	 	3.00	%	 	 	11.25	%	 	 	0.03	%
	$10,000 to $24,999
	 	 	 	3.00	%	 	 	11.25	%	 	 	0.03	%	 	 	 	2.75	%	 	 	11.00	%	 	 	0.03	%	 	 	 	2.50	%	 	 	10.75	%	 	 	0.03	%
	$25,000 to $49,999
	 	 	 	2.50	%	 	 	10.75	%	 	 	0.03	%	 	 	 	2.25	%	 	 	10.50	%	 	 	0.03	%	 	 	 	2.00	%	 	 	10.25	%	 	 	0.03	%
	$50,000 to $74,999
	 	 	 	2.00	%	 	 	10.25	%	 	 	0.03	%	 	 	 	1.75	%	 	 	10.00	%	 	 	0.03	%	 	 	 	1.50	%	 	 	9.75	%	 	 	0.03	%
	$75,000 to $99,999
	 	 	 	1.50	%	 	 	9.75	%	 	 	0.03	%	 	 	 	1.25	%	 	 	9.50	%	 	 	0.03	%	 	 	 	1.00	%	 	 	9.25	%	 	 	0.03	%
	$100,000 to $499,999
	 	 	 	1.00	%	 	 	9.25	%	 	 	0.03	%	 	 	 	0.75	%	 	 	9.00	%	 	 	0.02	%	 	 	 	0.50	%	 	 	8.75	%	 	 	0.02	%
	$500,000 to $999,999
	 	 	 	0.50	%	 	 	8.75	%	 	 	0.02	%	 	 	 	0.25	%	 	 	8.50	%	 	 	0.02	%	 	 	 	0.00	%	 	 	8.25	%	 	 	0.02	%
	$1,000,000 to $4,999,999
	 	 	 	0.25	%	 	 	8.50	%	 	 	0.02	%	 	 	 	0.00	%	 	 	8.25	%	 	 	0.02	%	 	 	 	-0.25	%	 	 	8.00	%	 	 	0.02	%
	$5,000,000 to $9,999,999
	 	 	 	0.00	%	 	 	8.25	%	 	 	0.02	%	 	 	 	-0.25	%	 	 	8.00	%	 	 	0.02	%	 	 	 	-0.50	%	 	 	7.75	%	 	 	0.02	%
	$10,000,000+
	 	 	 	-0.50	%	 	 	7.75	%	 	 	0.02	%	 	 	 	-0.75	%	 	 	7.50	%	 	 	0.02	%	 	 	 	-1.00	%	 	 	7.25	%	 	 	0.02	%





The
interest rate is subject to change without notice when changes occur
in the Prime Rate or
when a change occurs in the increment applied because of a change in your average daily net
debit balance. When your interest rate is to be increased for any other reason, you will be
notified in writing in advance of the increase.



Interest is charged for each day during which you have a net debit balance outstanding but is
computed on the basis of a 360-day year. This method of computation results in interest charges
greater than those derived from the same rate of interest as used in a formula based on a 365-day
year.



To secure repayment of your Facility, we are taking a security interest in the cash, stocks,
bonds, other securities, certificates of deposit and instruments in your Express CreditLine
Account and all other accounts maintained by you with Smith Barney (including any managed
accounts) and all dividends, interest and proceeds of such property and any property substituted
by you.




			
	 	 	 
	4725BCA (12/2007) page 6 of 6
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.






 









 











	 	 	 
	 

	 	FR T-4
	 

	 	OMB No. 7100-0019
	 

	 	Approval expires March 31, 2008















(If additional pledge accounts are required, please indicate account numbers on page 1.1.)




EXPRESS CREDITLINE (MAXIMUM)




BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM




Statement of Purpose for an Extension of Credit by a Creditor

(Federal Reserve Form T-4)




CITIGROUP GLOBAL MARKETS INC.



Name of Creditor



This report is required by law (15 U.S.C. 78g and 78w; 12 CFR 220).



The Federal Reserve may not conduct or sponsor, and an organization
(or a person) is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.



Public reporting burden for this collection of information is
estimated to average 10 minutes per response, including the time to
gather and maintain data in the required form and to review
instructions and complete the information collection. Send comments
regarding this burden estimate or any other aspect of this
collection of information, including suggestions for reducing this
burden, to Secretary, Board of Governors of the Federal Reserve
System, 20th and C Streets, N.W., Washington, DC 20551; and to the
Office of Management and Budget, Paperwork Reduction Project
(7100-0019), Washington, DC 20503.




Instructions




	 	 	 
	1.

	 	This form must be completed only if the purpose of the credit being extended is not to
purchase, carry, or trade in securities and the credit is in excess of that otherwise
permitted under Regulation T. (See § 220.6(e)(2)).
	 
	 	 
	2.

	 	Please print or type (if space is inadequate, attach separate sheet).






Part I (To be completed by customer(s))




	 	 	 
	1.

	 	What is the amount of the credit being extended?
	 

	 	     The sum of loanable amount of the eligible securities, cash, and other instruments in the client’s account (see table on page 2)
	 

	 	 
	 
	 	 
	2.

	 	The borrower acknowledges that no part of this credit will be used to purchase, carry, or trade in securities. The purpose of the credit is described in detail as follows:
	 

	 	     Business operations
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	3.

	 	Are any of the securities listed in Part II to be delivered, or have any such securities been delivered from a bank, broker, dealer,
or other person on a “delivery against payment” basis? o Yes      þ No





I (We) have read this form and certify that to the best of my (our) knowledge and belief the information given is true, accurate, and complete.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Borrower’s Signature

	 	 	 	Date
	 	 	Borrower’s Signature
	 	Date
	  /s/
Kevin Soulsby 
	 	03/05/08 	 	 	 	 	 	 	 
	 	 	 	 
	Print or type name

	 	 	 	Date
	 	 	Print or type name
	 	Date
	  Kevin Soulsby

	 	03/05/08	 	 	 	 	 	 	 
	 	 	 	 





This form should not be signed if blank.




A
borrower who falsely certifies the purpose of a credit on this form
or otherwise willfully or intentionally evades the provisions of Regulation T will also violate 

Federal Reserve Regulation X, “Borrowers of Securities Credit.”




			
	 	 	 
	4725TM (12/2007) page 1 of 4
	 	     CPI#
1123   











 









 





EXPRESS CREDITLINE

Additional Pledge Account Number Signature Page

(This page is only to be used if insufficient room for pledge
accounts on page 1.)








I (We) have read this form and certify that to the best of my (our) knowledge and belief the
information given is true, accurate, and complete.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	Borrower’s Signature

	 	 	 	Date
	 	 	Borrower’s Signature
	 	Date
	  /s/
Kevin Soulsby 
	 	03/05/08 	 	 	 	 	 	 	 
	 	 	 	 
	Print or type name

	 	 	 	Date
	 	 	Print or type name
	 	Date
	  Kevin Soulsby

	 	03/05/08	 	 	 	 	 	 	 
	 	 	 	 





4725TM (12/2007) page 1.1





 











 





Express CreditLine — Attachments to Federal Reserve Form T-4

Purpose of Express CreditLine

(Part I, Question #1)



The maximum amount of credit that may be extended for Express CreditLine will be based on the
eligible securities the Borrower maintains in a Smith Barney Express CreditLine account or other
Smith Barney accounts linked to the Express CreditLine account. Each security is assigned a
“Loanable Value” as outlined in the table below. Aggregate Loanable Value will be calculated daily
based on the market value of each security.




Eligible Collateral Chart




	 	 	 	 	 
	Security	 	Advance Rate (Maximum Loan As % Of Market Value)	 	Minimum Maintenance Requirement (As % Of Market Value)
	Equities/ADRS
	Marginable (min: $10/shr)
	 	65%	 	30%
	Non-marginable (min: $15/shr)
	 	60%	 	35%
	Governments
	Maturity less than 1 year
	 	99%	 	1%
	Maturity 1-3 years
	 	98%	 	2%
	Maturity 3-5 years
	 	97%	 	3%
	Maturity 5-10 years
	 	96%	 	4%
	Maturity 10-20 years
	 	95%	 	5%
	Maturity 20 years plus
	 	94%	 	6%
	Investment Grade Corporate Non-Convertible Bonds
	$50 & above
	 	80%	 	20%
	$0 to $50
	 	Market Value Minus 10% of Face Value	 	10% of face value
	Corporate Convertible Bonds
	$25 & above
	 	65%	 	30%
	Under $25
	 	Not eligible	 	Not eligible
	Muni Bonds
	$70 and above
	 	90%	 	10%
	$7 to $70
	 	Market Value minus 7% of Face Value	 	7% of Face Value
	Under $7
	 	Not eligible	 	Not eligible
	Mutual Funds
	$5 and above (In-House or Outside Funds)
	 	65%	 	30%
	Unit Trusts
	 	 	 	 
	All In-House
	 	65%	 	30%
	Other Marginable Units ($10 And Above)
	 	 	 	 
	     Note: Mutual funds and unit trusts must be fully paid for and owned by the client for more than 30 days to be eligible.
	SB Brokered CDs
	Maturity Less Than 1 Year
	 	85%	 	10%
	Maturity 1-2 Years
	 	70%	 	25%
	Maturity Greater Than 2 Years
	 	65%	 	30%
	     Note: SB brokered CDs issued by institutions under government conservatorship cannot be used as collateral.
	Limited Partnerships Trade On NYSE
	$10 and above
	 	65%	 	30%





Above Loanable Values and collateral requirements are based on Smith Barney’s account equity
requirements currently in effect and are subject to change at any time without notice.



Mutual Funds, Unit Investment Trusts and New Issues must be fully paid for and owned for 30 days or
longer before they can be used as collateral.



Loanable Values may be lower and Minimum Collateral Requirements may be higher for:





	 	•	 	restricted or control stock or concentrated positions
	 
	 	•	 	accounts holding illiquid or volatile positions
	 
	 	•	 	deeply discounted bonds




Non-margin eligible equities, restricted stock and non-investment grade bonds may be eligible as
collateral on an exception basis only. Loanable Values and Minimum Collateral Requirements will be
determined on a case by case basis.



All collateral is subject to review and approval of Smith Barney.



For additional information, please consult your Smith Barney Financial Consultant.




			
	 	 	 
	4725TM (12/2007) page 2 of 4
	 	Smith Barney is a division and service mark of Citigroup Global Markets Inc.






 









 







Express CreditLine — Attachments to Federal Reserve Form T-4




Maximum Borrowing Power and Collateral Requirements

(Part I, Question #2)



Express CreditLine may be used for any personal* or business purpose except to purchase, carry or
trade in securities, or to reduce or retire indebtedness incurred to purchase, carry or trade
securities.



Please indicate the purpose of your Express CreditLine by checking the appropriate box(es) below:




Consumer Purposes:*





	o	 	Finance purchase or construction of primary residence, vacation or second home
	 
	o	 	Home improvements
	 
	o	 	Tuition payments
	 
	o	 	Major purchase (Check all that apply)






	 	o	 	Automobile
	 
	 	o	 	Aircraft
	 
	 	o	 	Boat
	 
	 	o	 	Other, specify:                                                                           
     






	o	 	Medical/Dental
	 
	o	 	Vacation/Travel
	 
	o	 	Taxes
	 
	o	 	Other,
specify:                                                                           
              





Business Purposes:





	o	 	Finance purchase or construction of investment real estate (commercial or residential
income producing real estate)
	 
	o	 	Finance business operations or assets (Check all that apply)






	 	o	 	Purchase Business
	 
	 	þ	 	General working capital
	 
	 	o	 	Inventory
	 
	 	o	 	Accounts receivable
	 
	 	o	 	Equipment
	 
	 	o	 	Business occupied real estate






	o	 	Taxes
	 
	o	 	Other,
specify:                                                                           
            




As noted on page 1 of the form, a borrower who falsely certifies the purpose of credit on this form
or otherwise willfully or intentionally evades the provisions of Regulation T will also violate
Federal Reserve Regulation X, “Borrowers of Securities Credit.”






 




			
	*	 	Express CreditLine may not be available for consumer purposes in certain states. Your Financial
Consultant can inform you of any limitations or restrictions in your particular state.





4725TM (12/2007) page 3 of 4




 









 








FR T-4




Part II (To be completed by creditor)



The following is a listing of collateral, if any, securing this credit.



1. Collateral consisting of securities with loan value under Regulation T (refer to the Supplement
to Regulation T).




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	No. of shares or	 	 	 	 	 	 	 	 	 	 	 	 	Date and source of valuation	 	 	 	Total market value	 	 
	 	other unit	 	 	Itemize separately by issue	 	 	 	Market price	 	 	 	(See note below)	 	 	 	per issue	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





2. Collateral consisting of securities having no loan value under Regulation T.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	No. of shares or	 	 	 	 	 	 	 	 	 	 	 	 	Date and source of valuation	 	 	 	Total market value	 	 
	 	other unit	 	 	Itemize separately by issue	 	 	 	Market price	 	 	 	(See note below)	 	 	 	per issue	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





3. Other collateral.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Date and source of valuation	 	 	 	 	 	 
	 	Itemize	 	 	Current market value	 	 	 	(See note below)	 	 	 	Good faith loan value	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 




Note: Creditor need not complete “Date and source of valuation” if the market value was obtained
from regularly published or disseminated information in either a journal of general circulation or
an automated quotation system.



I am a duly authorized representative of the creditor. I have read this form and any attachments,
and have accepted the customer’s statement in Part I in good faith as defined below,* and I certify
that to the best of my knowledge and belief, all the information given is true, accurate, and
complete.




	 	 	 	 
	 	 	 	 
	Date

	 	 	Branch Manager’s Signature
	 
	 	 	 
	 	 	 	 
	Title

	 	 	Print or type name
	 
	 	 	 
	 	 	 	 






			
	 
	*	 	To accept the customer’s statement in good faith, the duly authorized representative of the
creditor must be alert to the circumstances surrounding the credit and, if in possession of any
information that would cause a prudent person not to accept the statement without inquiry, must
have investigated and be satisfied that the statement is truthful. Among the facts which would
require such investigation are receipt of the statement through the mail or from a third party.





This form must be retained by the lender for three years after the credit is extinguished.




4725TM (12/2007) page 4 of 4