exv10w2






Exhibit 10.2




			
	 	 	 
	
	 	UBS Bank USA






 KU 




ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND

AGREEMENT




	 	 	 	 	 	 	 	 	 
	Credit Line Account

	 	 	 	Account Number
	 	 
	ADVANCED ENERGY INDUSTRIES INC

	 	5V
	 	 	70498	 	 	EI
	 
	 	 	 	 	 	 	 	 
	Collateral Account

	 	 	 	Account Number
	 	 
	ADVANCED
ENERGY INDUSTRIES INC Attn Jessica Anderson

	 	EI
	 	 	05686	 	 	EIJT





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.”





					
	 	 	 	 	 
	 
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		 	Credit Line Account Number	 	 
	 

	 	      5V           
	 	70498      
	 	EI	 	 






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.
any such third party, and UBS Financial Services Inc. and any such third party shall
automatically assume and be subrogated to, all of the Bank’s rights, claims and interest in and
under the Agreement and this Addendum, including without limitation the security interest in the
Collateral including without limitation the ARS Collateral granted the Bank under the Agreement
and this Addendum (further including without limitation, interest, dividends, distributions,
premiums, other income and payments received in respect of any and all such Collateral) to the
extent of the amount that the Bank has realized on all or any part of the additional collateral
and/or assurances pledged or otherwise provided by UBS Financial Services and/or any such third
party to the Bank in order to effect the repayment of the Credit Line Obligations due to the
Bank under the Agreement. Upon such automatic assignment and subrogation, UBS Financial Services
Inc. and any such third party shall be entitled to directly exercise any and all rights and
remedies afforded the Bank under the Agreement, this Addendum and any and all other documents
and agreements entered into in connection with the Agreement and/or
this Addendum.”





Interest





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






	 	“d)	 	Notwithstanding anything to the contrary in this Agreement, and subject to
the provisions of Sections 4 e) and f) of this Agreement, the interest rate charged on
any and all outstanding Variable Rate Advances shall be the lesser of (i) the amount
prescribed by Sections 4 a), b), or c) of this Agreement as applicable, and (ii) the then
applicable weighted average rate of interest or dividend rate paid to the Borrower by
the issuer of the ARS Collateral.
	 
	 	e)	 	The Bank and the Borrower acknowledge and agree that the Bank shall be
entitled to determine or adjust, at any time and from time to time, the interest rate
payable by the Borrower to the Bank on all or any part of the outstanding Variable
Rate Advances to reflect any changes in the composition of the ARS Collateral, to
address any inability to determine interest rates, or for any other reason that, in the
Bank’s sole and absolute discretion, is necessary to give effect to the intent of the
provisions of this Agreement, including, without limitation, this Section 4 (it being
acknowledged and agreed that the provisions of this Section 4 are intended to cause
the interest payable by the Borrower under this Agreement to equal the interest or
dividend rate payable to the Borrower by the issuer of any ARS Collateral) and any and
all such adjustments by the Bank hereunder shall be conclusive and binding on the Bank
and the Borrower absent manifest error.
	 
	 	f)	 	If and to the extent that any or all of the ARS Collateral consists of
Taxable Student Loan Auction Rate Securities, then notwithstanding anything to the
contrary in this Agreement, when calculating such weighted average interest rate, the
interest rate paid to the Borrower with respect to such Taxable Student Loan Auction
Rate Securities shall be deemed to be equal to (i) for the period from the date of this
Addendum through and including January 21, 2009, the applicable coupon rate(s) and (ii)
from January 22, 2009
and thereafter, the then
applicable Taxable SLARC Maximum Auction Rate, for, and to the extent
of, such Taxable Student Loan Auction
Rate Securities. The Borrower will be charged interest on the Loan in months in which
the Borrower does not receive interest on the Taxable Student Loan Auction Rate
Securities.”





					
	 	 	 	 	 
	 
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		 	Credit
Line Account Number	 	 
	 

	 	      5V           
	 	70498      
	 	EI	 	 






Payments





	4.	 	The Agreement is amended by adding the following as
Section 5 g):
	 
	 	 	“The Borrower will make additional payments (“Additional
Payments”) as follows:






	 	•	 	The proceeds of any liquidation, redemption, sale or other disposition
of all or part of the ARS Collateral will be automatically transferred to the
Bank as payments. The amount of these payments will be determined by the proceeds
received in the, Collateral Account, and may be as much as the total Credit Line
Obligations.
	 
	 	•	 	All other interest, dividends, distributions, premiums, other income and
payments that are received in the Collateral Account in respect of any ARS
Collateral will be automatically transferred to the Bank as payments. These are
referred to as “ARS Payments.” The amount of each ARS
Payment will vary, based on the
proceeds received in the Collateral Account The Bank estimates that the ARS
Payments will range from zero to fifteen ($15.00) dollars per month
per $1,000
in par value of Pledged ARS The Bank will notify the Borrower at least ten (10)
days in advance of any ARS Payment that falls outside of this range. If the
Borrower would prefer to have advance notice of each payment to be made to
Advances, the Borrower may cancel ARS Payments as described below.
	 
	 	•	 	The Borrower agrees that any cash, check or other deposit (other than a deposit of
securities) made to the Collateral Account
is an individual authorization to have such amount transferred to the Bank as a
payment. The amount of each payment is the amount of the deposit.






	 	 	Each Additional Payment will be applied, as of the date
received by the Bank, in the manner
set forth in the last sentence of Section 5 d). The Borrower acknowledges that neither the
Bank nor UBS Financial Services Inc. sets or arranges for any schedule of Additional
Payments. Instead, Additional Payments will be transferred automatically from the Collateral
Account whenever amounts are received in the Collateral Account, generally on the second
Business Day after receipt.
	 
	 	 	The Borrower may elect to stop ARS Payments at any time, and this election will cancel all
ARS Payments that would occur three (3) Business Days or more after the Bank receives such
notice. If the Borrower stops ARS Payments, the Borrower will continue to be obligated to pay
principal, interest, and other amounts pursuant to the Agreement. If the Borrower elects to
cancel ARS Payments, all other Additional Payments will be cancelled Cancelling ARS Payments
and Additional Payments may result in higher interest charges by the Bank because amounts
received in the Collateral Account will not be automatically
transferred and credited. Any
amounts received in the Collateral Account will remain in the Collateral Account unless the
Bank permits you to withdraw all or part of such amounts. Your notice to cancel must be sent
to: Attention: Head of Credit Risk Monitoring, UBS Bank USA, 299 South
Main Street, Suite 2275,
Salt Lake City, Utah 84111, or call (801) 741-0310.
	 
	 	 	Important Disclosure About Required Payments. If Additional Payments are sufficient to pay all
accrued interest on Advances on or before a due date, then the Borrower need not make an
additional interest payment. Excess Additional Payments will be
applied against principal.
However, if Additional Payments are not sufficient to pay all accrued interest on Advances on
or before a due date, then the Bank may, in its sole discretion (1) capitalize unpaid interest
as an additional Advance, or (2) require the Borrower to make payment of all accrued and unpaid
interest.”





Remedies





	5.	 	The Agreement is amended by adding the following as
Section 10 e):
	 
	 	 	“The Borrower agrees that in the event the Bank
determines to liquidate or sell any Collateral,
the Bank shall, to the fullest extent permitted by applicable law, have the right to do so in
any manner, including, without limitation, the sale of Collateral individually or in a block for
cash or for credit in a public or private sale with or without public notice through the use
of sealed bids or otherwise, with the aid of any advisor or agent who may be an affiliate of
the Bank or in any other manner as the Bank in its sole discretion
shall choose. The Borrower
acknowledges that the price the Bank obtains for Collateral in the
Bank’s chosen method of
sale may be lower than might be otherwise obtained in another method
of sale, and the Borrower
hereby agrees that any such sale shall not be considered to be not commercially
reasonable solely because of such lower price. The
Borrower understands that there may not be a liquid market for the
Collateral and that, as a result,
the price received for the Collateral upon liquidation or sale by the Bank may be
substantially less than the Borrower paid for such Collateral or than the last market value
available for it, if any. The Borrower further agrees that any sale by the Bank shall not be
considered to be not commercially reasonable solely because there are few (including only one)
or no third parties who submit bids or otherwise offer to buy the
Collateral. The Borrower
understands that the Bank’s sale of any of the Collateral may be subject to various state and
federal property and/or securities laws and regulations, and that compliance with such laws and
regulations may result in delays and/or a lower price being obtained
for the Collateral. The
Borrower agrees that the Bank shall have the right to restrict any prospective purchasers to
those who, in the Bank’s sole discretion, the Bank deems to be
qualified. The Borrower
acknowledges that the Bank shall have sole authority to determine,
without limitation, the time,
place, method of advertisement and manner of sale and that the Bank may delay or adjourn any
such sale in its sole discretion. The Borrower expressly authorizes the Bank to take any action
with respect to the Collateral as the Bank deems necessary or advisable to facilitate any
liquidation or sale, and the Borrower agrees that the Bank shall not be held liable for taking
or failing to take any such action, regardless if a greater price may have been obtained for
the Collateral if such action was or was not taken, as applicable. The Borrower hereby waives to
the fullest extent permitted by law, any legal right of appraisal,
notice, valuation, stay,
extension, moratorium or redemption that the Borrower would otherwise have with respect to a
sale of the Collateral.”





					
	 	 	 	 	 
	
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		 	Credit Line Account Number	 	 
	 

	 	      5V           
	 	70498      
	 	EI	 	 






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 entirely and
replaced with:
"[Intentionally Deleted]."





No Fixed Rate Advances/Prime Credit Lines





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





Alternative Financing





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





Margin Calls, Interest Payments





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





					
	 	 	 	 	 
	
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		 	Credit Line Account Number	 	 
	 

	 	      5V           
	 	70498      
	 	EI	 	 






Collateral Account Features





	12.	 	Section 8 f) of the Agreement is deleted in its entirety and replaced with the following:
	 
	 	 	“If a Collateral Account has margin features, the margin features will be removed
 by UBS Financial Services Inc., or UBS International Inc., as
applicable, so long as there is
no outstanding margin debit in the Collateral Account. If a Collateral Account has
Resource Management
Account® or Business Services Account BSA® features, such as check
writing, cards, bill payment, or electronic funds transfer services, all such features
shall be removed by UBS Financial Services Inc. or UBS International
Inc., as applicable.”





No Credit Line Checks





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





Headings





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






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





[Signature page(s) follows]



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




	 	 	 	 	 
	4-30-09
	 	Larry Firestone, Chief Financial
Officer/CFO
	 	/s/ Larry Firestone
	 
	 	 
	 	 
	Date
	 	Print Name and Title
	 	Signature






	 	 	 	 	 	 	 
	 	 	UBS BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
		 /s/ Stacy Basilius
 
Stacy Basilius
	 	 
	 

	 	Title:	 	AVP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 /s/ Lukas Kramer	 	 
	 

	 	Name:
	 	 
Lukas Kramer
	 	 
	 

	 	Title:	 	AVP	 	 
	 
	 	 	 	 	 	 
	 	 	UBS FINANCIAL SERVICES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brian C. Arthur
 

Brian C. Arthur
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Trisha Knake
 

Trisha Knake
	 	 
	 

	 	Title:
	 	Director	 	 
	 

	 	Date
	 	5/10/09	 	 






					
	 	 	 	 	 
	 
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