exv10w1






Exhibit 10.1











 


Credit
Line Agreement







UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only















Borrower Agreement




BY SIGNING BELOW, THE BORROWER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT:





	A	 	The Borrower has received and read a copy of this Borrower Agreement, the attached Credit
Line Account Application and Agreement (including the Credit Line Agreement following this
Borrower Agreement) and the Loan Disclosure Statement explaining the risk factors that the
Borrower should consider before obtaining a loan secured by the Borrower’s securities account.
The Borrower agrees to be bound by the terms and conditions contained in the Credit Line
Account Application and Agreement (including the Credit Line Agreement following this
Borrower Agreement) (which terms and conditions are incorporated by reference). Capitalized
terms used in this Borrower Agreement have the meanings set forth in the Credit Line
Agreement.
	 
	B	 	THE BORROWER UNDERSTANDS AND AGREES THAT UBS BANK USA MAY DEMAND FULL OR PARTIAL
PAYMENT OF THE CREDIT LINE OBLIGATIONS, AT ITS SOLE OPTION AND WITHOUT CAUSE, AT ANY TIME, AND
THAT NEITHER FIXED RATE ADVANCES NOR VARIABLE RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC
TERM OR DURATION. THE BORROWER UNDERSTANDS AND AGREES THAT ALL ADVANCES ARE SUBJECT TO
COLLATERAL MAINTENANCE REQUIREMENTS. THE BORROWER UNDERSTANDS THAT UBS BANK USA MAY, AT ANY
TIME, IN ITS DISCRETION, TERMINATE AND CANCEL THE CREDIT LINE REGARDLESS OF WHETHER OR NOT AN
EVENT HAS OCCURRED.
	 
	C	 	UNLESS DISCLOSED IN WRITING TO UBS BANK USA AT THE TIME OF THIS AGREEMENT, AND APPROVED BY
UBS BANK USA, THE BORROWER AGREES NOT TO USE THE PROCEEDS OF ANY ADVANCE EITHER TO PURCHASE,
CARRY OR TRADE IN SECURITIES OR TO REPAY ANY DEBT (I) USED TO PURCHASE, CARRY OR TRADE IN
SECURITIES OR (II) TO ANY AFFILIATE OF UBS BANK USA. THE BORROWER WILL BE DEEMED TO REPEAT
THIS AGREEMENT EACH TIME THE BORROWER REQUESTS AN ADVANCE.
	 
	D	 	THE BORROWER UNDERSTANDS THAT BORROWING USING SECURITIES
AS COLLATERAL ENTAILS RISKS. SHOULD
THE VALUE OF THE SECURITIES IN THE COLLATERAL ACCOUNT DECLINE BELOW THE REQUIRED COLLATERAL
MAINTENANCE REQUIREMENTS, UBS BANK USA MAY REQUIRE THAT THE BORROWER POST ADDITIONAL
COLLATERAL, REPAY PART OR ALL OF THE BORROWER’S LOAN AND/OR SELL THE BORROWER’S SECURITIES.
ANY REQUIRED LIQUIDATIONS MAY INTERRUPT THE BORROWER’S LONG-TERM INVESTMENT STRATEGIES AND MAY
RESULT IN ADVERSE TAX CONSEQUENCES.
	 
	E	 	Neither UBS Bank USA nor UBS Financial Services Inc. provides legal or tax advice and
nothing herein shall be construed as providing legal or tax advice.
	 
	F	 	Upon execution of this Credit Line Account Application and Agreement, the Borrower declares
that all of the information requested in the Application and supplied by the Borrower is true
and accurate and further agrees to promptly notify UBS Bank USA in writing of any material
changes to any or all of the information contained in the Application including information
relating to the Borrower’s financial situation.
	 
	G	 	Subject to any applicable financial privacy laws and
regulations, data regarding the Borrower
and the Borrower’s securities accounts may be shared with UBS Bank USA affiliates. Subject to
any applicable financial privacy laws and regulations, the Borrower requests that UBS Bank USA
share such personal financial data with non-affiliates of UBS Bank USA as is necessary or
advisable to effect, administer or enforce, or to service, process or maintain, all
transactions and accounts contemplated by this Agreement.
	 
	H	 	The Borrower authorizes UBS Bank USA and UBS Financial Services Inc. to obtain a credit
report or other credit references concerning the Borrower (including making verbal or written
inquiries concerning credit history) or to otherwise verify or update credit information given
to UBS Bank USA at any time. The Borrower authorizes the release of this credit report or
other credit information to UBS Bank USA affiliates as it deems necessary or advisable to
effect, administer or enforce, or to service, process or maintain all transactions and accounts
contemplated by this Agreement, and for the purpose of offering additional products, from time
to time, to the Borrower. The Borrower authorizes UBS Bank USA
to exchange Borrower information with any party it reasonably believes is conducting a legitimate
credit inquiry in accordance with the Fair Credit Reporting Act. UBS Bank USA may also share
credit or other transactional experience with the Borrower’s designated UBS Financial Services
Inc. Financial Advisor or other parties designated by the Borrower.
	 
	I	 	UBS Bank USA is subject to examination by various federal, state and self-regulatory
organizations and the books and records maintained by UBS Bank USA are subject to inspection
and subpoena by these regulators and by federal, state, and local law enforcement officials.
The Borrower also acknowledges that such regulators and officials may, pursuant to treaty or
other arrangements, in turn disclose such information to the officials or regulators of other
countries, and that U.S. courts may be required to compel UBS Bank USA to disclose such
information to the officials or regulators of other countries. The Borrower agrees that UBS
Bank USA may disclose to such regulators and officials information about the Borrower and
transactions in the credit line account or other accounts at UBS Bank USA without notice to
the Borrower. In addition, UBS Bank USA may in the context of a private dispute be required by
subpoena or other judicial process to disclose information or produce documentation related to
the Borrower, the credit line account or other accounts at UBS Bank USA. The Borrower
acknowledges and agrees that UBS Bank USA reserves the right, in its sole discretion, to
respond to subpoenas and judicial process as it deems appropriate.
	 
	J	 	To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record information that
identifies each person who opens an account. When the Borrower opens an account with UBS Bank
USA, UBS Bank USA will ask for the Borrower’s name, address, and other information that will
allow UBS Bank USA to identify the Borrower. UBS Bank USA may also ask to see other
identifying documents. UBS Financial Services Inc. and UBS Bank USA are firmly committed to
compliance with all applicable laws, rules and regulations, including those related to
combating money laundering. The Borrower understands and agrees that the Borrower must take
all necessary steps to comply with the anti-money laundering laws, rules and regulations of
the Borrower’s country of origin, country of residence and the situs of the Borrower’s
transaction.
	 
	K	 	UBS Bank USA and its affiliates will act as creditors and, accordingly, their interests may
be inconsistent with, and potentially adverse to, the Borrower’s interests. As a lender and
consistent with normal lending practice, UBS Bank USA may take any steps necessary to perfect
its interest in the Credit Line, issue a call for additional collateral or force the sale of
the Borrower’s securities if the Borrower’s actions or inactions call the Borrower’s
creditworthiness into question. Neither UBS Bank USA nor UBS Financial Services Inc. will act
as Client’s investment advisor with respect to any liquidation. In fact UBS Bank USA will act
as a creditor and UBS Financial Services Inc. will act as a securities intermediary.
	 
	L	 	The Borrower understands that, if the Collateral Account is a managed account with UBS
Financial Services Inc., (i) in addition to any fees payable to UBS Financial Services Inc. in
connection with the Borrower’s managed account, interest will be payable to the Bank on an
amount advanced to the Borrower in connection with the Credit Line Account, and (ii) the
performance of the managed account might not exceed the managed account fees and the interest
expense payable to the Bank in which case the Borrower’s overall rate of return will be less
than the costs associated with the managed account.
	 
	M	 	UBS Bank USA may provide copies of all credit line account statements to UBS Financial
Services Inc. and to any Guarantor. The Borrower acknowledges and agrees that UBS Bank USA may
share any and all information regarding the Borrower and the Borrower’s accounts at UBS Bank
USA with UBS Financial Services Inc. UBS Financial Services Inc. may provide copies of all
statements and confirmations concerning each Collateral Account to UBS Bank USA at such times
and in such manner as UBS Bank USA may request and may share with UBS Bank USA any and all
information regarding the Borrower and the Borrower’s accounts with UBS Financial Services
Inc.




IN WITNESS
WHEREOF, the undersigned (“Borrower”) has signed this
Agreement, or has caused
this Agreement to be signed in its name by its duly authorized representatives, as of
the date indicated below.




DATE: 4-30-2009




	 	 	 	 	 	 	 
	Name
of Borrower: ADVANCED ENERGY INDUSTRIES INC
	 	 	 	 
	 
	 	 	 	 	 	 
	By:
/s/ Larry Firestone

	 	 	 	Title: Chief Financial Officer/CFO	 	 
	 

            (Signature of Authorized Signatory of Borrower)* Larry Firestone

	 	 
	 	 

           (Title of Authorized Signatory of Borrower)
	 	 
	 
	 	 	 	 	 	 
	By: /s/
Hans Georg Betz

	 	 	 	Title: Chief Executive Officer/CEO	 	 
	 


	 	 	 	 	 	 
	            (Signature
of Authorized Signatory of Borrower)* Hans Georg Betz

	 	 	 	           (Title of Authorized Signatory of Borrower)	 	 





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




					
	 	 	 	 	 
	 
	 	 	 	 
	
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Credit
Line Agreement









UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only















Credit Line Agreement — Demand Facility



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





	1)	 	Definitions






	 	-	 	“Advance” means any Fixed Rate Advance or Variable Rate Advance made by the Bank pursuant to this
Agreement.
	 
	 	-	 	“Advance Advice” means a written or electronic notice by the Bank, sent to the Borrower, the
Borrower’s financial advisor at UBS Financial Services Inc. or any other party designated by
the Borrower to receive the notice, confirming that a requested Advance will be a Fixed Rate
Advance and specifying the amount, fixed rate of interest and Interest Period for the Fixed
Rate Advance.
	 
	 	-	 	“Application” means the Credit Line Account Application and Agreement that the Borrower has
completed and submitted to the Bank and into which this Agreement is incorporated by
reference.
	 
	 	-	 	“Approved Amount” means the maximum principal amount of Advances that is permitted to be
outstanding under the Credit Line at any time, as specified in writing by the Bank.
	 
	 	-	 	“Breakage Costs” and “Breakage Fee” have the meanings specified in Section 6(b).
	 
	 	-	 	“Business Day” means a day on which both of the Bank and UBS Financial Services Inc. are open
for business. For notices and determinations of LIBOR, Business Day must also be a day for
trading by and between banks in U.S. dollar deposits in the London interbank market.
	 
	 	-	 	“Collateral” has the meaning specified in Section 8(a).
	 
	 	-	 	“Collateral Account” means, individually and collectively, each account of the Borrower or
Pledgor at UBS Financial Services Inc. or UBS International Inc., as applicable, that is
either identified as a Collateral Account on the Application to which this Agreement is
attached or subsequently identified as a Collateral Account by the Borrower or Pledgor, either
directly or indirectly through the Borrower’s or Pledgor’s UBS Financial Services Inc.
financial advisor, together with all successors to those identified accounts, irrespective of
whether the successor account bears a different name or account number.
	 
	 	-	 	“Credit Line” has the meaning specified in Section 2(a).
	 
	 	-	 	“Credit Line Account” means each Fixed Rate Account and each Variable Rate Account of the
Borrower that is established by the Bank in connection with this Agreement and either
identified on the Application or subsequently identified as a Credit Line Account by the Bank
by notice to the Borrower, together with all successors to those identified accounts,
irrespective of whether any successor account bears a different name or account number.
	 
	 	-	 	“Credit Line Obligations” means, at any time of determination, the aggregate of the
outstanding principal amounts of all Advances, together with all accrued but unpaid interest
on the outstanding principal amounts, any and all fees or other charges payable in connection
with the Advances and any costs of collection (including reasonable attorneys’ fees) and
other amounts payable by the Borrower under this Agreement, and any and all other present or
future obligations of the Borrower and the other respective Loan Parties under this Agreement and the related agreements, whether absolute or contingent, whether or
not due or mature.
	 
	 	-	 	“Event” means any of the events listed in Section 10.
	 
	 	-	 	“Fixed Rate Advance” means any advance made under the Credit Line that accrues interest at a fixed
rate.
	 
	 	-	 	“Guarantor” means any party who guaranties the payment and performance of the Credit Line
Obligations.
	 
	 	-	 	“Guaranty Agreement” means an agreement pursuant to which a Guarantor agrees to guaranty payment
of the Credit Line Obligations.
	 
	 	-	 	“Interest Period” means, for a Fixed Rate Advance, the number of days, weeks or months requested by
the Borrower and confirmed in the Advance Advice relating to the Fixed Rate Advance, commencing on
the date of (i) the extension of the Fixed Rate Advance or (ii) any renewal of the Fixed Rate
Advance and, in each case, ending on the last day of the period. If the last day is not a Business
Day, then the Interest Period will end on the immediately succeeding Business Day. If the last
Business Day would fall in the next calendar month, the Interest Period will end on the immediately
preceding Business Day. Each monthly or longer Interest Period that commences on the last Business
Day of a calendar month (or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) will end on the last Business Day of the appropriate
calendar month.
	 
	 	-	 	“Joint Borrower” has the meaning specified in Section 7(a).
	 
	 	-	 	“LIBOR” means, as of any date of determination 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





					
	 	 	 	 	 
	 
	 	 	 	
	
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Credit
Line Agreement







UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only
















	 	 	 	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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Credit
Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only














	 	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





					
	 	 	 	 	 
	 
	 	04 of 10
	 	 







 









 















 


Credit Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only



















	 	 	 	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. It
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. The Borrower may not repay any
Fixed Rate Advance 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





					
	 	 	 	 	 
	 
	 	 	 	 
	 
	 	05 of 10
	 	 







 











 















 


Credit
Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only














	 	 	 	Collateral and any additional collateral pledged by the Pledgors, including but not
limited to making, executing, recording and delivering to the Bank (and authorizes the Bank to
file, without the signature of the Borrower and any Pledgor where permitted by applicable law)
financing statements and amendments thereto, control agreements, notices, assignments, listings,
powers, consents and other documents regarding the Collateral and the Bank’s security interest
in the Collateral in such jurisdiction and in a form as the Bank reasonably may require. Each
Loan Party irrevocably authorizes and appoints each of the Bank and UBS Financial Services Inc.,
as collateral agent, to act as their agent and attorney-in-fact to file any documents or to
execute any documents in their name, with or without designation of authority. Each Loan Party
acknowledges that it will be obligated in respect of the documentation as if it had executed the
documentation itself.
	 
	 	c)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees to
maintain in a Collateral Account, at all times, Collateral having an aggregate lending value
as specified by the Bank from time to time.
	 
	 	d)	 	The Bank’s sole duty for the custody, safe keeping and physical preservation of any
Collateral in its possession will be to deal with the Collateral in the same manner as the
Bank deals with similar property for its own account. The Borrower (and, if applicable, any
other Pledgor on the Collateral Account) agrees that the Bank will have no responsibility to
act on any notice of corporate actions or events provided to holders
of securities or other
investment property included in the Collateral. The Borrower (and, if applicable, any other
Pledgor on the Collateral Account) agrees to (i) notify the Bank promptly upon receipt of any
communication to holders of the investment property disclosing or proposing any stock split,
stock dividend, extraordinary cash dividend, spin-off or other corporate action or event as a
result of which the Borrower or Pledgor would receive securities, cash (other than ordinary
cash dividends) or other assets in respect of the investment property, and (ii) immediately
upon receipt by the Borrower or Pledgor of any of these assets, cause them to be credited to
a Collateral Account or deliver them to or as directed by the Bank as additional Collateral.
	 
	 	e)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that
all principal, interest, dividends, distributions, premiums or other income and other
payments received by the Bank or credited to the Collateral Account in respect of any
Collateral may be held by the Bank as additional Collateral or applied by the Bank to the
Credit Line Obligations. The Bank may create a security interest in any of the Collateral and
may, at any time and at its option, transfer any securities or other investment property
constituting Collateral to a securities account maintained in its name or cause any
Collateral Account to be redesignated or renamed in the name of the Bank.
	 
	 	f)	 	The Borrower (and, if applicable, any other Pledgor on the Collateral Account) agrees that
if a Collateral Account has margin features, the margin features will be removed by UBS
Financial Services Inc. or UBS International Inc., as applicable, so long as there is no
outstanding margin debit in the Collateral Account.
	 
	 	g)	 	If the Collateral Account permits cash withdrawals in the form of check writing, access card
charges, bill payment and/ or electronic funds transfer services (for example, Resource
Management Account®, Business Services Account BSA®, certain Basic Investment Accounts and
certain accounts enrolled in UBS Financial Services Inc. Investment Consulting Services
programs), the Borrower (and, if applicable, any other Pledgor on the Collateral Account)
agrees that the ‘Withdrawal Limit” for the Collateral Account, as described in the
documentation governing the account will be reduced on an ongoing basis so that the aggregate
lending value of the Collateral remaining in the Collateral Account following
the withdrawal may not be less than the amount required pursuant to Section 8(c).

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






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






	 	a)	 	The Securities Intermediary will comply with entitlement orders originated by the Bank
regarding any Collateral Account without further consent from the Borrower or any Pledgor.
The Securities Intermediary will treat all assets credited to a Collateral Account,
including money and credit balances, as financial assets for purposes of Article 8 of the
Uniform Commercial Code.
	 
	 	b)	 	In order to enable the Borrower and any Pledgor on the applicable Collateral Account
to trade financial assets that are from time to time credited to a Collateral Account, the
Securities Intermediary may comply with entitlement orders originated by the Borrower or
any Pledgor on the applicable Collateral Account (or if so agreed by the Bank, by an
investment adviser designated by the Borrower or any Pledgor on the applicable Collateral
Account and acceptable to the Bank and the Securities Intermediary) regarding the
Collateral Account, but only until the time that the Bank notifies the Securities
Intermediary, that the Bank is asserting exclusive control over the Collateral Account.
After the Securities Intermediary has received a notice of exclusive control and has had a
reasonable opportunity to comply, it will no longer comply with entitlement orders
originated by the Borrower or any Pledgor (or by any investment adviser designated by the
Borrower or any Pledgor) 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





					
	 	 	 	 	 
		 	06 of 10
	 	







 









 














 


Credit
Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only













	 	 	the “Withdrawal Limit” as contemplated in Section 8 (g)) without
the prior consent of the Bank.
	 
	10)	 	Remedies






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






	 	(i)	 	the Borrower fails to pay any amount due under this Agreement;
	 
	 	(ii)	 	the Borrower and/or any other relevant Loan Party fails to
maintain sufficient Collateral in a Collateral Account as required by
the Bank or any Guarantor fails to maintain collateral as required by
the Bank under its Guaranty Agreement;
	 
	 	(iii)	 	the Borrower or any other Loan Party breaches or fails to perform
any other covenant, agreement, term or condition that is applicable to
it under this Agreement or any related agreement, or any representation
or other statement of the Borrower (or any Loan Party) in this
Agreement or in any related agreement is incorrect in any material
respect when made or deemed made;
	 
	 	(iv)	 	the Borrower or any other Loan Party dies or is declared (by
appropriate authority) incompetent or of unsound mind or is indicted or
convicted of any crime or, if not an individual, ceases to exist;
	 
	 	(v)	 	any voluntary or involuntary proceeding for bankruptcy,
reorganization, dissolution or liquidation or similar action is
commenced by or against the Borrower or any other Loan Party, or a
trustee in bankruptcy, receiver, conservator or rehabilitator is
appointed, or an assignment for the benefit of creditors is made, with
respect to the Borrower or any other Loan Party or its property;
	 
	 	(vi)	 	the Borrower or any Loan Party is insolvent, unable to pay its
debts as they fall due, stops, suspends or threatens to stop or suspend
payment of all or a material part of its debts, begins negotiations or
takes any proceeding or other step with a view to readjustment,
rescheduling or deferral of all or any part of its indebtedness, which
it would or might otherwise be unable to pay when due, or proposes or
makes a general assignment or an arrangement or composition with or
for the benefit of its creditors;
	 
	 	(vii)	 	a Collateral Account (or any account in which
collateral provided by a Loan Party is maintained) or any
portion thereof is terminated, attached or subjected to a
levy;
	 
	 	(viii)	 	the Borrower or any Loan Party fails to provide
promptly all financial and other information as the Bank may
request from time to time;
	 
	 	(ix)	 	any indebtedness of the Borrower or any other Loan
Party in respect of borrowed money (including indebtedness
guarantied by the Borrower or any other Loan Party) or in
respect of any swap, forward, cap, floor, collar, option or
other derivative transaction, repurchase or similar
transaction or any combination of these transactions is not
paid when due, or any event or condition causes the
indebtedness to become, or permits the holder to declare the
indebtedness to be, due and payable prior to its stated
maturity;
	 
	 	(x)	 	final judgment for the payment of money is rendered
against Borrower (or any Loan Party) and, within thirty days
from the entry of judgment, has not been discharged or
stayed pending appeal or has not been discharged within
thirty days from the entry of a final order of affirmance on
appeal;
	 
	 	(xi)	 	any legal proceeding is instituted or any other event occurs or condition exists that
in the Bank’s judgment calls into question (A) the validity or binding effect of this
Agreement or any related agreement or any of the Borrower’s (or any other Loan Party’s)
obligations under this Agreement or under any related agreement or (B) the ability of the
Borrower (or any Loan Party) to perform its obligations under this Agreement, or under any
related agreement; or
	 
	 	(xii)	 	the Bank otherwise deems itself or its security interest in the Collateral
insecure or the Bank believes in good faith that the prospect of payment or other
performance by any Loan Party is impaired.






	 	 	 	then, the Credit Line Obligations will become immediately due and payable (without demand)
and the Bank may, in its sole and absolute discretion, liquidate, withdraw or sell all or any
part of the Collateral and apply the same, as well as the proceeds of any liquidation or
sale, to any amounts owed to the Bank, including any applicable Breakage Costs and Breakage
Fee. The Bank will not be liable to any Loan Party in any way for any adverse consequences
(for tax effect or otherwise) resulting from the liquidation of appreciated Collateral.
Without limiting the generality of the foregoing, the sale may be made in the Bank’s sole and
absolute discretion by public sale on any exchange or market where business is then usually
transacted or by private sale, and the Bank may be the purchaser at any public or private
sale. Any Collateral that may decline speedily in value or that customarily is sold on a
recognized exchange or market may be sold without providing any Loan Party with prior notice
of the sale. Each Loan Party agrees that, for all other Collateral, two calendar days notice
to the Loan Party, sent to its last address shown in the Bank’s account records, will be
deemed reasonable notice of the time and place of any public sale or time after which any
private sale or other disposition of the Collateral may occur. Any amounts due and not paid
on any Advance following an Event will bear interest from the day following the Event until
fully paid at a rate per annum equal to the interest rate applicable to the Advance
immediately prior to the Event plus 2.00%. In addition to the Bank’s rights under this
Agreement, the Bank will have the right to exercise any one or more of the rights and
remedies of a secured creditor under the Utah Uniform Commercial Code, as then in effect, or
under any other applicable law.
	 
	 	b)	 	Nothing contained in this Section 10 will limit the right of the Bank to demand full or
partial payment of the Credit Line Obligations, in its sole and absolute discretion and
without cause, at any time, whether or not an Event has occurred and is continuing.
	 
	 	c)	 	All rights and remedies of the Bank under this Agreement are cumulative and are in
addition to all other rights and remedies that the Bank may have at law or equity or under
any other contract or other writing for the enforcement of the security interest herein or
the collection of any amount due under this Agreement;
	 
	 	d)	 	Any non-exercise of rights, remedies and powers by the Bank under this Agreement and the
other documents delivered in connection with this Agreement shall not be construed as a
waiver of any rights, remedies and powers. The Bank fully reserves its rights to invoke 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





					
	 	 	 	 	 
	 
	 	 	 	
		 	07 of 10
	 	






 









 














 


Credit
Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only














	 	 	will be deemed to have repeated each representation and warranty each time a Borrower requests
an Advance) to the Bank:






	 	a)	 	Except for the Bank’s rights under this Agreement and the rights of the Securities
Intermediary under any account agreement, the Borrower and each relevant Pledgor owns the
Collateral, free of any interest, lien or security interest in favor of any third party and
free of any impediment to transfer;
	 
	 	b)	 	Each Loan Party: (i) if a natural Person, is of the age of majority; (ii) is authorized
to execute and deliver this Agreement and to perform its obligations under this Agreement
and any related agreement; (iii) is not an employee benefit plan, as that term is defined
by the Employee Retirement Income Security Act of 1974, or an Individual Retirement Credit
Line Account (and none of the Collateral is an asset of a plan or account); and (iv) unless
the Loan Party advises the Bank to the contrary, in writing, and provides the Bank with a
letter of approval, where required, from its employer, is not an employee or member of any
exchange or of any corporation or firm engaged in the business of dealing, either as a
broker or as principal, in securities, bills of exchange, acceptances or other forms of
commercial paper;
	 
	 	c)	 	Neither the Borrower nor any Pledgor on the Collateral Account has pledged or will
pledge the Collateral or grant a security interest in the Collateral to any party other
than the Bank or the Securities Intermediary, or has permitted or will permit the
Collateral to become subject to any liens or encumbrances (other than those of the Bank and
the Securities Intermediary), during the term of this Agreement;
	 
	 	d)	 	No Loan Party is in default under any material contract, judgment, decree or order to
which it is a party or by which it or its properties may be bound;
	 
	 	e)	 	Each Loan Party has duly filed all tax and information returns required to be filed and
has paid all taxes, fees, assessments and other governmental charges or levies that have
become due and payable, except to the extent such taxes or other charges are being
contested in good faith and are adequately reserved against in accordance with GAAP.
	 
	 	f)	 	The Borrower and each relevant Pledgor (i) is and at all times will continue to be the
legal and beneficial owner of all assets held in or credited to any Collateral Account or
otherwise included in the Collateral, and (ii) does not hold any assets held in or credited
to any Collateral Account or otherwise included in the Collateral in trust or subject to
any contractual or other restrictions on use that would prevent the use of such assets to
(a) repay the Bank or (b) be pledged as Collateral in favor of the Bank.
	 
	 	 	 	The provisions of this Section 11 will survive the termination of this Agreement or any
related agreement and the repayment of the Credit Line Obligations.






	12)	 	Indemnification; Limitation on Liability of the Bank and the Securities Intermediary
	 
	 	 	Borrower agrees to indemnify and hold harmless the Bank and the Securities Intermediary, their
affiliates and their respective directors, officers, agents and employees against any and all
claims, causes of action, liabilities, lawsuits, demands and damages, for example, any and all
court costs and reasonable attorneys fees, in any way relating to or arising out of or in
connection with this Agreement, except to the extent caused by the Bank’s or Securities
Intermediary’s breach of its obligations under this Agreement. Neither the Bank nor the
Securities Intermediary will be liable to any party for any consequential damages arising out of
any act or omission by either of them with respect to this Agreement or any Advance or Collateral
Account. The provisions of this Section 12 will
survive the termination of this Agreement or any related agreement and the repayment of the
Credit Line Obligations.
	 
	13)	 	Acceptance of Application and Agreement; Applicable Law
	 
	 	 	THIS APPLICATION AND AGREEMENT WILL BE RECEIVED AND ACCEPTED BY BANK IN THE STATE OF UTAH, OR IF
THIS APPLICATION AND AGREEMENT IS DELIVERED TO BANK’S AGENT, UBS
FINANCIAL SERVICES INC., IT WILL
BE RECEIVED AND ACCEPTED WHEN RECEIVED BY UBS FINANCIAL SERVICES INC.’S UNDERWRITING DEPARTMENT.
DELIVERY OF THE APPLICATION AND AGREEMENT TO THE BORROWER’S FINANCIAL ADVISOR AT UBS FINANCIAL
SERVICES INC. WILL NOT BE CONSIDERED RECEIPT OR ACCEPTANCE BY BANK. ALL DECISIONS MADE BY BANK
REGARDING THE CREDIT LINE WILL BE MADE IN UTAH.
	 
	 	 	THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
UTAH APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN THE STATE OF UTAH AND, IN
CONNECTION WITH THE CHOICE OF LAW GOVERNING INTEREST, THE FEDERAL LAWS OF THE UNITED STATES,
EXCEPT THAT WITH RESPECT TO THE COLLATERAL ACCOUNT AND THE BANK’S SECURITY INTEREST THEREIN,
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, INCLUDING, WITHOUT LIMITATION, THE NEW YORK UNIFORM COMMERCIAL CODE, AND FOR PURPOSES
OF THIS AGREEMENT, THE COLLATERAL ACCOUNT AND THE BANK’S SECURITY INTEREST THEREIN, THE
JURISDICTION OF UBS FINANCIAL SERVICES INC. AND UBS-I SHALL BE DEEMED TO BE THE STATE OF NEW
YORK.
	 
	14)	 	Assignment
	 
	 	 	This Agreement may not be assigned by the Borrower without the prior written consent of the
Bank. This Agreement will be binding upon and inure to the benefit of the heirs, successors and
permitted assigns of the Borrower. The Bank may assign this Agreement, and this Agreement will
inure to the benefit of the Bank’s successors and assigns.
	 
	15)	 	Amendment
	 
	 	 	This Agreement may be amended only by the Bank, including, but not limited to, (i) the addition
or deletion of any provision of this Agreement and (ii) the amendment of the (x) “Spread Over
LIBOR/UBS Bank USA Fixed Funding Rate” in Schedule I or (y)
“Spread Over Prime” in Schedule II
to this Agreement, at any time by sending written notice, signed by an authorized officer of the
Bank, of an amendment to the Borrower. The amendment shall be effective as of the date
established by the Bank. This Agreement may not be amended orally. The Borrower or the Bank may
waive compliance with any provision of this Agreement, but any waiver must be in writing and
will not be deemed to be a waiver of any other provision of this Agreement. The provisions of
this Agreement constitute the entire agreement between the Bank and the Borrower with respect to
the subject matter hereof and supersede all prior or contemporaneous agreements, proposals,
understandings and representations, written or oral, between the parties with respect to the
subject matter hereof.
	 
	16)	 	Severability
	 
	 	 	If any provision of this Agreement is held to be invalid, illegal, void or unenforceable, by
reason of any law, rule, administrative order or judicial 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





					
	 	 	 	 	 
	 
	 	 	 	 
	 
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Credit
Line Agreement







UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only














	 	 	 	CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE THIRD JUDICIAL DISTRICT COURT FOR THE STATE OF UTAH OR IN THE UNITED STATES
DISTRICT COURT FOR THE STATE OF UTAH. EACH OF THE LOAN PARTIES IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS OF THE THIRD JUDICIAL DISTRICT COURT FOR
THE STATE OF UTAH AND OF THE
UNITED STATES DISTRICT COURT FOR THE STATE OF UTAH FOR THE PURPOSE OF ANY SUCH ACTION OR
PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE LOAN PARTIES IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE NOW OR IN THE
FUTURE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
	 
	 	b)	 	EACH OF THE LOAN PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND ON
BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
REGARDING ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
	 
	 	c)	 	Any arbitration proceeding between the Borrower (or any other Loan Party) and the
Securities Intermediary, regardless of whether or not based on circumstances related to any
court proceedings between the Bank and the Borrower (or the other Loan Party), will not
provide a basis for any stay of the court proceedings.
	 
	 	d)	 	Nothing in this Section 17 will be deemed to alter any agreement to arbitrate any
controversies which may arise between the Borrower (or any other Loan Party) and UBS
Financial Services Inc. or its predecessors, and any claims between the Borrower or the Loan
Party, as applicable, and UBS Financial Services Inc. or its employees (whether or not they
have acted as agents of the Bank) will be arbitrated as provided in any agreement between
the Borrower or the Loan Party, as applicable, and UBS Financial
Services Inc.






	18)	 	State Specific Provisions and Disclosures






	 	a)	 	For residents of Ohio:
	 
	 	 	 	The Ohio laws against discrimination require that all creditors make credit equally available
to all creditworthy customers, and that credit reporting agencies maintain separate credit
histories on each individual upon request. The Ohio civil rights commission administers
compliance with this law.
	 
	 	b)	 	For residents of Oregon:
	 
	 	 	 	NOTICE TO BORROWER: DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. THIS AGREEMENT PROVIDES FOR
THE PAYMENT OF A PENALTY IF YOU WISH TO REPAY A FIXED RATE ADVANCE PRIOR TO THE DATE PROVIDED
FOR REPAYMENT IN THE AGREEMENT.
	 
	 	c)	 	For residents of Vermont:
	 
	 	 	 	NOTICE TO BORROWER: THE ADVANCES MADE UNDER THIS AGREEMENT ARE DEMAND LOANS AND SO MAY BE
COLLECTED BY THE LENDER AT ANY TIME. A NEW LOAN MUTUALLY AGREED UPON AND SUBSEQUENTLY ISSUED
MAY CARRY A HIGHER OR LOWER RATE OF INTEREST.
	 
	 	 	 	NOTICE TO JOINT BORROWER: YOUR SIGNATURE ON THE AGREEMENT
MEANS THAT YOU ARE EQUALLY LIABLE FOR
REPAYMENT OF THIS LOAN. IF THE BORROWER DOES NOT PAY, THE LENDER HAS A LEGAL RIGHT TO COLLECT
FROM YOU.
	 
	 	d)	 	For residents of California:






	 	(i)	 	Any person, whether married, unmarried, or separated, may apply for separate
credit.
	 
	 	(ii)	 	As required by law, you are notified that a negative credit report reflecting on
your credit record may be submitted to a credit reporting agency if you fail to fulfill
the terms of your credit obligations.
	 
	 	(iii)	 	The Borrower will notify the Bank, within a reasonable time, of any change in the
Borrower’s name, address, or employment.
	 
	 	(iv)	 	The Borrower will not attempt to obtain any Advance if the Borrower knows that the
Borrower’s credit privileges under the Credit Line have been terminated or suspended.
	 
	 	(v)	 	The Borrower will notify the Bank by telephone, telegraph, letter, or any other
reasonable means that an unauthorized use of the Credit Line has occurred or may occur as
the result of the loss or theft of a credit card or other Instrument Identifying the
Credit Line, within a reasonable time after the Borrower’s discovery of the loss or theft
and will reasonably assist the Bank in determining the facts and circumstances relating
to any unauthorized use of the Credit Line.






	19)	 	Account Agreement
	 
	 	 	Each Loan Party acknowledges and agrees that this
Agreement supplements their account agreement(s)
with the Securities Intermediary relating to the Collateral Account and, if applicable, any
related account management agreement(s) between the Loan Party and the Securities Intermediary. In
the event of a conflict between the terms of this Agreement and any other agreement between the
Loan Party and the Securities Intermediary, the terms of this Agreement will prevail.
	 
	20)	 	Notices
	 
	 	 	Unless otherwise required by law, all notices to a Loan Party may be oral or in writing, in the
Bank’s discretion, and if in writing, delivered or mailed by the United States mail, or by
overnight carrier or by telecopy to the address of the Loan Party shown on the records of the
Bank. Each Loan Party agrees to send notices to the Bank, in writing, at such address as
provided by the Bank from time to time.





					
	 	 	 	 	 
	 
	 	 	 	
	
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Credit
Line Agreement








UBS
Bank USA





	 	 	 	 	 	 	 
	Variable Credit Line Account Number: (if applicable)
	5V

	 	70498
	 	EI
	 
	Fixed Credit Line Account Number: (if applicable)
	5F
	 	 
	 	 
	 
	SS# / TIN
	 	 	 	 	 	 
	 	 	 
	 	 	Internal Use Only














	 	 	 	 	 
	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.




					
	 	 	 	 	 
	 
	 	
	 	
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