Exhibit 10.1


 


	
  

  	
  UBS Bank USA

  
	
   

  	
  Variable Credit Line Account Number: (if applicable)

  
	
   

  	
  5V      66351      CP

  
	
   

  	
  Fixed Credit Line Account Number: (if applicable)

  
	
   

  	
  5F

  
	
   

  	
  SS# / TIN

  



Internal
Use Only


 


Credit
Line Agreement


 


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
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.


 


If
the rate ceases to be regularly published by The Wall Street Journal, 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
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


 


	
  HB Rev 11/08 HB LOAD SPEDOC UX E HB V102

  	
   

  	
  ©2008 UBS Bank USA. All
  rights reserved.

  
	
   

  	
   

  	
  Sign and date the
  application on page 5

  



 


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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 $100,000.


 


·                  “Prime Credit Line” means any Credit Line with
an Approved Amount less than $100,000.


 


·                  “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, 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 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.


 


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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 the UBS Bank USA Fixed Funding Rate,
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 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


 


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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 UBS Bank USA Fixed
Funding Rate 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 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


 


9

















 


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) 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

















 


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 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:


 


11

















 


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 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


 


12

















 


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.


 


13

















 


Schedule I to UBS Bank USA Credit Line Agreement


 


Schedule
of Percentage Spreads Over LIBOR or the UBS Bank USA Fixed Funding Rate, as
applicable


 


	
   

  	
   

  	
  Spread Over LIBOR/UBS Bank

  	
   

  
	
  Aggregate Approved Amount

  	
   

  	
  USA Fixed Funding Rate

  	
   

  
	
  $100,000 to $249,999

  	
   

  	
  5.00

  	
  %

  
	
  $250,000 to $499,999

  	
   

  	
  3.00

  	
  %

  
	
  $500,000 to $999,999

  	
   

  	
  2.00

  	
  %

  
	
  $1,000,000 to $2,499,999

  	
   

  	
  1.75

  	
  %

  
	
  $2,500,000 to $4,999,999

  	
   

  	
  1.50

  	
  %

  
	
  $5,000,000 and over

  	
   

  	
  1.25

  	
  %

  



 


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 $49,999

  	
   

  	
  3.50

  	
  %

  
	
  $50,000 to $99,999

  	
   

  	
  3.00

  	
  %

  



 


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.


 


14
















 


	
  

  	
  UBS Bank USA

  
	
   

  	
   

  
	
   

  	
  KU

  



 


ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND
AGREEMENT


 


	
  Credit Line Account

  	
   

  	
  Account Number

  	
   

  
	
  WPT
  ENTERPRISES, INC.

  	
  5V

  	
  66351

  	
  CP

  
	
   

  	
   

  	
   

  	
   

  
	
  Collateral Account

  	
   

  	
  Account Number

  	
   

  
	
  WPT
  ENTERPRISES, INC.

  	
  CP

  	
  15282

  	
  CPG2

  



 


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


 


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


 


Definitions


 


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


 


	
  “·

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

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

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

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

  



 


Terms of Advances


 


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


 


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


 


KU Rev 08/08 Zero
Net Cost LTPV Loan Addendum


 


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Interest


 


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


 


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


 


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


 


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


 


Payments


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Remedies


 


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


 


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


 


Representations,
Warranties and Covenants by the Loan Parties


 


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


 


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


 


Waivers


 


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


 


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


 


Schedules I
and II


 


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


 


	
  $25,001 to $499,999

  	
   

  	
  2.750

  	
  %

  
	
  $500,000 to $999,999

  	
   

  	
  1.750

  	
  %

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

  	
   

  	
  1.500

  	
  %

  
	
  $5,000,000 and over

  	
   

  	
  1.250

  	
  %

  



 


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


 


3 of 5

















 


No Fixed
Rate Advances/Prime Credit Lines


 


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


 


Alternative
Financing


 


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


 


Margin
Calls; Interest Payments


 


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


 


Collateral
Account Features


 


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


 


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


 


No Credit
Line Checks


 


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


 


Headings


 


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


 


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


 


[Signature page(s) follows]


 


4 of 5

















 


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


 


	
  1-7-09

  	
   

  	
  Thomas
  Flahie, Chief Financial Officer/CFO

  	
   

  	
  /s/
  Thomas J. Flahie

  
	
  Date

  	
   

  	
  Print Name and Title

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-5-09

  	
   

  	
  Adam
  Pliska

  	
   

  	
  /s/
  Adam Pliska

  
	
  Date

  	
   

  	
  Print Name and Title

  	
   

  	
  Signature

  



 


 


	
   

  	
  UBS BANK USA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Tim Kasper

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Tim
  Kasper

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stacy Basilius

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stacy
  Basilius

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  AVP

  
	
   

  	
   

  
	
   

  	
  UBS FINANCIAL SERVICES INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian C. Arthur

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian
  C. Arthur

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bonnie Bowes

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:
  

  	
  Bonnie
  Bowes

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Director

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  ,
  2009

  
				



 


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