Exhibit 10.3


 


Re: Account Number CP 73860 (the “Account”)


 


ADDENDUM TO CREDIT LINE AGREEMENT


 


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


 


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


 


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


 


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


 


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


 


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[Signature page follows]


 

















 


Acknowledged and agreed this
         day of
                               ,
                          


 


Client’s Name:  Five Star Quality Care, Inc. 


 


	
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