exv10w66






Exhibit 10.66











	Credit Line Account Application and Agreement for Organizations and Businesses For Internal Use
Only Variable Credit Line Account at UBS Bank USA .Cytokinetics, Inc. .5V .62006 .CP Fixed Credit
Line Account at UBS Bank USA . .5F . . x Collateral Account(s) at UBS Financial Services Inc.
Insert the information below for each UBS Financial Services Inc. account to be pledged to secure
the Borrower#fs credit line. Full Collateral (Securities) Account Title Branch Account Number FA#
1) Cytokinetics, Inc. CP 14862 CPW4 2) 3) 4) 5) 6) Credit Line Account Select the type of credit
line account: Variable Credit Line Account Fixed Credit Line Account Both If you do not indicate
your preference you will be deemed to have selected the #gBoth#h option. Account Ownership Select
the Organization/Business Structure: Is this entity / organization a Corporation business that
provides commercial Corp- Subchapter ‘S’ Fed Charter-Credit Union Fed Charter-Trust Co. goods or
services (i.e., an operatingLimited Liability Company (LLC) Foundation-not for profit Govt
Agency-Federal entity)? Endowment-not for profit Govt Agency-Local Ent Limited Liability
Partnership (LLP) Yes No Limited Liability-Limited State Charter-S&L Bank Govt Agency-State
Partnership (LLLP) State Charter-Savings Bank Any changes or corrections Sole Proprietorship State
Charter-Comm Bank to the information on this application must be initialed by Partnership-General
State Charter-Trust Co. you. Partnership-Limited State Charter-Credit Union Association State
Charter-Indus Loan Partnership-Invest Club Fed Charter-Savings Assoc Invest Club Membership Fed
Charter-Nat’l Bank Borrower Information This section should be completed byOrganization/Business
the . Borrower Organization / Business Name Cytokinetics, Inc. Location of Address
Organization/Business is (please complete each item that applies): Business — Primary Other (
please specify ) X 1) Incorporated Unincorporated Street AddressIf a P.O. Box, complete the
Additional Address Information on ( 2) For Profit Not For Profit page 4 .): Industry Group (e.g.,
Construction, Service, etc.): 280 EAST GRAND AVENUE Other X City: State: ZIP: Is the
Organization/Business publicly No Yes; specify: SO SAN FRANCISCO CA 94080-4808 listed? USA Business
Telephone Number: Exchange (NYSE, AMEX, or NASDAQ) Ticker Symbol X Place of Formation /
Incorporation USA (if formed/incorporated, specify Delaware State): Other (specify) TIN: Date of
Incorporation / Establishment: HB Rev 07/08 HB LOAD SPEDOC UX E HB V102 c2008 UBS Bank USA. All
rights reserved Sign and date the application on 5page




 









 











	Borrower Financial and Ownership Information Annual Income: Liquid Assets: Is the Borrower an
officer or member of the board of directors of its subsidiaries or affiliates?* Net Worth Fiscal
Year End (indicate month) Yes No If yes, please specify: Subsidiary or Affiliate Employee Name and
SS# Do you receive a substantial amount of your revenue/wealth (over 50%) (trade/export) from a
country outside of the United States? Is the Borrower an immediate family member of an executive
officer Yes No If yes specify: member of the board of directors of UBSImmediate family member AG?
means a spouse or any other relative residing in the Borrower#fs Country(ies): to whom the Borrower
lends financial support. Yes No If yes, please specify: Does the Borrower own 10% or more of the
shares of any publicly traded company? Subsidiary or Affiliate Employee Name and SS# Yes No If yes,
please specify company and %: x x % Will any of the loan proceeds be used to repay any debt or to,
or purchase an asset from, UBS AG or its subsidiaries or Yes No If yes, please specify: Are any of
the Borrowers, business owners or directors/principal officers a Subsidiary or Affiliate control
person of UBS AG or its subsidiaries or affiliates?* Yes No If yes, please specify company and %: x
x % *For purposes these questions, “control” means a person or entity that either (a) owns,
controls or has the power to vote 25% or more of any class of voting ability to control the
election of the majority of the directors of a company, or (c) has the power to exercise a
controlling influence over management policies presumed to have control of a company if the person
or entity owns, controls or has the power to vote 10% or more of any class of voting securities of
the company and is an executive officer or director of the company or (ii) no other person has a
greater percentage of that class of voting securities. Principal Officer/Beneficial Owner Complete
this section for the Principal Officer(s) of the borrower, or beneficial owner for an LLC. To
include additional principal page and submit it with the application. Principal Officer Name SS#
Principal Officer Name SS# Sharon A. Barbari ROBERT BLUM Country of Citizenship: Date of Birth
Country of Citizenship: Date of Birth USA Other (specify) USA Other (specify) Passport/CEDULA and
Green Card#: (If non-U.S. and no SS# specified) Passport/CEDULA and Green Card#: (If non-U.S. and
no SS# specified) Passport/CEDULA Country of Issuance: Passport/CEDULA Country of Issuance: USA USA
Street Address: Street Address: 280 East Grand Ave. 280 EAST GRAND AVENUE City: State: ZIP City:
State: ZIP San Francisco CA 94080-4808 SO SAN FRANCISO CA 94080-4808 USA USA Telephone Number:
Telephone Number: HB Rev 07/08 HB LOAD SPEDOC UX E HB V102 2 c2008 UBS Bank USA. All rights
reserved Sign and date the application on 5page





 









 












	Credit Line Account Features Internal Use Only Check Writing Alternate Mailing Address for Checks
If you would like to receive Credit Line checks for your credit line account, Print the mailing
address for the delivery of checks if different from please enroll below: address on the checks:
Check here if you would like Credit Line checks. Checks will be in the name of the Borrower. Please
print the address that you would like to appear on your checks. Wire Instructions for Loan Payment:
(In US Dollars) Bank Name: UBS AG Wire System Address: ABA 026007993 For Further Credit to the
Account UBS Bank USA of: Account Number: 101-WA-792479-000 For the Benefit of: Full Name Account
Number: 5[F or V] 00000 Alternate Mailing Address for Checks Print the mailing address for the
delivery of checks if different from the address on the checks: UBS Credit Corp Wire Instructions
are as follows: UBS AG ABA # 026007993 A/C # 101-wa-258661-000 A/C Name: UBS Credit Corp x Senior
Political Affiliation Are you, any authorized signatories, beneficial owners, trustees, powers of
attorney or other individuals with authority to immediate family members or close associates a: I)
Current U.S. political official (as defined in section B below)?No Yes; complete: A)Political
Official#fs Name: B)Current Position: President Vice President US Cabinet Member Speaker of the
House of Representatives Supreme Court Justice Chairman of the Joint Chiefs of Staff Ambassador
C)Relationship to Client(s): Self Immediate family member Close associate Associated with business
or trust II)Current or former Senior non-U.S. political official, non-U.S. Religious
Group/Organization, or Senior/Influential No Yes; complete: representative of a non-U.S. Religious
Group/Organization? Political Official#fs Name: Current or Former Position: Relationship to
Client(s): Self Immediate family member Close associate Associated with business or trust HB Rev
07/08 HB LOAD SPEDOC UX E HB V102 3 c2008 UBS Bank USA. All rights reserved. Sign and date the
application on 5page






 









 












	Duplicate Party Addendum Complete this section for each Duplicate Party to
receive a duplicate credit line account statement. Internal Location Code (UBS Financial Services
Inc. Use Only) Name: Country of Citizenship: USA Other (specify): Street Address: City: State: ZIP:
Additional Address Information If the Borrower’s mailing address is a P.O. Box please provide a
legal residence address below. First Name: Last Name: Street Address: Location of Address: Business
- Primary Business — Secondary City: State: ZIP: Other (Specify): HB Rev 07/08 HB LOAD SPEDOC UX
E HB V102 4 c2008 UBS Bank USA. All rights reserved Sign and date the application on 5page





 









 













			
	 	 	 
	Credit Line Agreement
	 	






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:                                        




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name of Borrower: Cytokinetics, Inc.	 	 	 	 
	 	 	 	 	 
	By:

	 	 	 	Title:
	 	Chief Financial Officer/CFO
	 

	 	 

(Signature of Authorized Signatory of Borrower)* Sharon A. Barbari
	 	 
 
	 
 	 
(Title of Authorized Signatory of Borrower)
	By:

	 	 	 	Title:
	 	Chief Executive Officer/CEO
	 

	 	 

(Signature of Authorized Signatory of Borrower)* ROBERT BLUM
	 	 
 
	 
 	 
(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)).




			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	5	©2008 UBS Bank USA. All rights reserved.

Sign and date the application on page 5
















 










			
	 	 	 
	Credit Line Agreement
	 	






Credit Line Agreement — Demand Facility



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





	1)	 	Definitions






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






	 	(i)	 	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; and
	 
	 	(ii)	 	for Fixed Rate Advances of one (1) year or less, the prevailing
London Interbank Offered Rate for deposits in U.S. dollars
having a maturity corresponding to the length of the Interest
Period applicable to the Advance as quoted by the Bloomberg
service at 4:00 a.m. Eastern Standard Time on the date of the
Advance.






If the rate ceases to be regularly published by The Wall Street Journal
or stated by the Bloomberg Service, as applicable, 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





			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	6	©2008 UBS Bank USA. All rights reserved.

Sign and date the application on page 5
















 









			
	 	 	 
	Credit Line Agreement
	 	







	 	 	 	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
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 $250,000.
	 
	 	-	 	“Prime Credit Line” means any Credit Line with an Approved
Amount less than $250,000.
	 
	 	-	 	“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 of greater than one (1) year,
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





			
	 	 	 
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	 	 	 	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.
	 
	 	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 (i) LIBOR, if the Fixed Rate
Advance is for a period of one (1) year or less or (ii) the UBS Bank
USA Fixed Funding Rate, if the Fixed Rate Advance is for a period
of greater than one (1) year, 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





			
	 	 	 
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	 	 	 	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
under this Agreement, a certificate from each appropriate taxing
authority, or an opinion of counsel in form and substance and from
counsel acceptable to the Bank in its sole and absolute discretion, in
either case stating that the payment is exempt from or not subject
to taxes. If any taxes or other charges are required to be withheld
or deducted from any amount payable by the Borrower under this
Agreement, the amount payable will be increased to the amount
which, after deduction from the increased amount of all taxes and
other charges required to be withheld or deducted from the amount
payable, will yield to the Bank the amount stated to be payable under
this Agreement. If any of the taxes or charges are paid by the Bank,
the Borrower will reimburse the Bank on demand for the payments,
together with all interest and penalties that may be imposed by any
governmental agency. None of the Bank, UBS Financial Services Inc.,
UBS-I or their respective employees has provided or will provide legal
advice to the Borrower or any Loan Party regarding compliance with
(or the implications of the Credit Line and the related guaranties and
pledges under) the laws (including tax laws) of the jurisdiction of the
Borrower or any Loan Party or any other jurisdiction. The Borrower
and each Loan Party are and shall be solely responsible for, and the
Bank shall have no responsibility for, the compliance by the Loan
Parties with any and all reporting and other requirements arising
under any applicable laws.
	 
	 	f)	 	In no event will the total interest and fees, if any, charged under this
Agreement exceed the maximum interest rate or total fees permitted
by law. In the event any excess interest or fees are collected, the same
will be refunded or credited to the Borrower. If the amount of interest
payable by the Borrower for any period is reduced pursuant to this
Section 5(f), the amount of interest payable for each succeeding
period will be increased to the maximum rate permitted by law until
the amount of the reduction has been received by the Bank.






	6)	 	Prepayments; Breakage Charges






	 	a)	 	The Borrower may repay any Variable Rate Advance at any time, in
whole or in part, without penalty.
	 
	 	b)	 	The Borrower may repay any Fixed Rate Advance, in whole or in
part. The Borrower agrees to reimburse the Bank, immediately upon
demand, for any loss or cost (“Breakage Costs”) that the Bank
notifies the Borrower has been incurred by the Bank as a result of
(i) any payment of the principal of a Fixed Rate Advance before the
expiration of the Interest Period for the Fixed Rate Advance (whether
voluntarily, as a result of acceleration, demand or otherwise), or (ii)
the Customer’s failure to take any Fixed Rate Advance on the date
agreed upon, including any loss or cost (including loss of profit or
margin) connected with the Bank’s re-employment of the amount so
prepaid or of those funds acquired by the Bank to fund the Advance
not taken on the agreed upon date.
	 
	 	 	 	Breakage Costs will be calculated by determining the differential
between the stated rate of interest (as determined in accordance
with Section 4(a) of the Agreement) for the Fixed Rate Advance
and prevailing LIBOR 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





			
	 	 	 
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	 	 	 	rights ancillary or attributable to, or arising in any way in connection
with, any of the foregoing; and (vi) any and all interest, dividends,
distributions and other proceeds of any of the foregoing, including
proceeds of proceeds (collectively, the “Collateral”).
	 
	 	b)	 	The Borrower and if applicable, any Pledgor on the Collateral
Account, will take all actions reasonably requested by the Bank
to evidence, maintain and perfect the Bank’s first priority security
interest in, and to enable the Bank to obtain control over, the
Collateral and any additional collateral pledged by the Pledgors,
including but not limited to making, executing, recording and
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)





			
	 	 	 
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	 	 	 	concerning the Collateral Account. Notwithstanding the foregoing, however, and irrespective of
whether it has received any notice of exclusive control, the Securities Intermediary will not
comply with any entitlement order originated by the Borrower or any Pledgor (or by any investment
adviser designated by the Borrower or any Pledgor) to withdraw any financial assets from a
Collateral Account or to pay any money, free credit balance or other amount owing on a Collateral
Account (other than cash withdrawals and payments not exceeding the “Withdrawal Limit” as
contemplated in Section 8 (g)) without the prior consent of the Bank.






	10)	 	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





			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	11	©2008 UBS Bank USA. All rights reserved.
	 
	 	Sign and date the application on page 5






 









 










			
	 	 	 
	Credit Line Agreement	 	







	 	 	 	any of its rights, remedies and powers at any time it may deem appropriate.






	11)	 	Representations, Warranties and Covenants by the Loan Parties
	 
	 	 	Each Borrower and each other Loan
Party (if applicable) makes the following representations, warranties and covenants (and each
Borrower will be deemed to have repeated each representation and warranty each time a Borrower
requests an Advance) to the Bank:






	 	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





			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	12	©2008 UBS Bank USA. All rights reserved.
	 
	 	Sign and date the application on page 5






 









 











			
	 	 	 
	Credit Line Agreement
	 	







	 	 	or arbitral decision, the determination will not affect the validity of the remaining provisions of
this Agreement.
	 
	17)	 	Choice of Forum; Waiver of Jury Trial






	 	a)	 	ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT REGARDING THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE 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.





			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102	13	©2008 UBS Bank USA. All rights reserved.
	 
	 	Sign and date the application on page 5






 









 











			
	 	 	 
	Credit Line Agreement	 	






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	 
	 
	$250,000 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%	 	 
	 
	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 $24,999
	 	3.125%	 	 
	$25,000 to $49,999
	 	2.625%	 	 
	$50,000 to $74,999
	 	2.125%	 	 
	$75,000 to $99,999
	 	1.625%	 	 
	$100,000 to $249,999
	 	1.375%	 	 






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.



			
	 	 	 
	HB Rev 07/08 HB LOAD SPEDOC UX E HB V102
	14	©2008 UBS Bank USA. All rights reserved.
	 
	 	Sign and date the application on page 5






 









 






Re: Account Number CP 14862 (the “Account”)




ADDENDUM TO CREDIT LINE AGREEMENT




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



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




	(A)	 	The Account remains a discretionary account, as described in Section 5 of the Account
Agreement, and the Firm will continue to exercise investment discretion over the assets in the
Account as provided in the Account Agreement.
	 
	(B)	 	If applicable, Client may continue to receive Financial Advisor Reports with respect to the
Account, as described in Section 8 of the Account Agreement, and Client’s receipt of such reports
remains subject to the provisions of Section 8 of the Account Agreement.
	 
	(C)	 	Solely with respect to disputes arising out of the extension of credit and/or the status of
Client as borrower and the Bank as lender pursuant to the Credit Line Agreement, the choice of law
provisions of Section 13 of the Credit Line Agreement and the dispute resolution provisions of
Section 17 of the Credit Line Agreement shall govern. With respect to any other disputes relating
to the Account, the choice of law provisions of Section 14 of the Account Agreement and the dispute
resolution provisions of Section 15 of the Account Agreement shall continue to govern.





[Remainder of page intentionally left blank]

[Signature page follows]




 









 








Acknowledged and agreed this            day of
                          
                                  ,                     



	 	 	 	 	 
	Client’s Name:

	 	Cytokinetics, Incorporated	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 







 










 






			
	
	 	UBS Bank USA
	 
	 	KU






 ADDENDUM TO CREDIT LINE ACCOUNT APPLICATION AND

AGREEMENT




	 	 	 	 	 	 	 	 	 
	Credit Line Account

	 	 	 	Account Number
	 	 
	Cytokinetics, Inc.

	 	5V
	 	 	62006	 	 	CP
	 
	Collateral Account

	 	 	 	Account Number
	 	 
	Cytokinetics, Inc.

	 	CP
	 	 	14862	 	 	CPW4





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





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





Definitions





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






	 	“•	 	“Additional Payments” has the meaning specified in Section 5 g).
	 
	 	•	 	“ARS Collateral” means any and all Collateral consisting of Auction Rate Securities.
	 
	 	•	 	“ARS Payments” has the meaning specified in Section 5 g).
	 
	 	•	 	“Auction Rate Securities” means any and all securities determined by
the Bank, in its sole and absolute discretion, as being commonly referred to as
“Auction Rate Securities,” which, for greater certainty, include, without
limitation, debt securities on which the interest rate payable is periodically
re-set by an auction process and/or equity securities on which any dividend
payable is periodically re-set by an auction process.
	 
	 	•	 	“Taxable SLARC Maximum Auction Rate” means the applicable “reset rate,”
“maximum auction rate” or other similar rate as may be specified in the
prospectus or other documentation governing any applicable Taxable Student Loan
Auction Rate Securities as representing the failed auction rate or similar rate
payable on such Auction Rate Securities, in each case expressed as a per-annum
rate and as calculated in the Bank’s sole and absolute discretion.
	 
	 	•	 	“Taxable Student Loan Auction Rate Securities” means any and all
Auction Rate Securities Collateral consisting of securities determined by the
Bank, in its sole and absolute discretion, as being commonly referred to as
“Student Loan Auction Rate Securities” and on which the interest or dividend rate
paid or payable to the Borrower by the issuer of such securities is taxable to
the Borrower.”





Terms of Advances





	2.	 	The Agreement is amended by adding the following as Section 3 e):
	 
	 	 	“The Borrower acknowledges that the Bank will not make an Advance against the ARS Collateral
in amounts equal to the fair market or par value of the ARS Collateral unless the Borrower
arranges for another person or entity to provide additional collateral or assurances on terms
and conditions satisfactory to the Bank. In requesting an Approved Amount equal to the par
value of the ARS Collateral, the Borrower has arranged for UBS Financial Services Inc. to
provide, directly or through a third party, the pledge of additional collateral and/or
assurances to the Bank so that the Bank will consider making Advances from time to time in
accordance with the terms of this Agreement and in amounts equal to, in the aggregate, the par
value of the ARS Collateral at the date of an Advance. In addition, the Borrower, the Bank and
UBS Financial Services Inc. acknowledge and agree that if (a) the Bank is repaid all of the
Credit Line Obligations due to the Bank under the Agreement and this Addendum and (b) as part
of such repayment, the Bank realizes on the additional collateral and/or assurances pledged or
otherwise provided by UBS Financial Services and/or any such third party to the Bank, then the
Agreement shall not terminate and the Bank shall automatically assign to UBS Financial
Services Inc. and any such third party, and UBS Financial Services Inc. and any such third
party shall automatically assume and be subrogated to, all of the Bank’s rights, claims and
interest in and under the Agreement and this Addendum, including without limitation, the
security interest in the Collateral, including without limitation the ARS Collateral, granted
the Bank under the Agreement and this Addendum (further including, without limitation,
interest, dividends, distributions, premiums, other income and payments received in respect of
any and all such Collateral) to the extent of the amount that the Bank has realized on all or
any part of the additional collateral and/or assurances pledged or otherwise provided by UBS
Financial Services and/or any such third party to the Bank in order to effect the repayment of
the Credit Line Obligations due to the Bank under the Agreement. Upon such automatic
assignment and subrogation, UBS Financial Services Inc. and any such third party shall be
entitled to directly exercise any and all rights and remedies afforded the Bank under the
Agreement, this Addendum and any and all other documents and agreements entered into in
connection with the Agreement and/or this Addendum.”










1 of 5 









 





			
	
	 	Credit Line Account Number          

5V            62006            CP






Interest





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






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





Payments





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






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






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




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

741-0310.




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


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	 	Credit Line Account Number          

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Remedies





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







	 	 	

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






	

Representations, Warranties and Covenants by the Loan Parties







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






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





Waivers





	7.	 	The Agreement is amended by adding the following as Section 21:
	 
	 	 	“The Borrower hereby (i) acknowledges and admits its indebtedness and obligations to the Bank
under the Agreement; and (ii) acknowledges, admits and agrees that it has no and shall assert
no defenses, offsets, counterclaims or claims in respect of its obligations under the
Agreement, in each case notwithstanding any claim or asserted claim that it may have, or
purport to have, against any affiliate of the Bank.”





Schedules I and II




	 	 	 	 	 	 	 	 	 
	8.

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

	 	 	 	$25,001 to $499,999
	 	 	2.750	%
	 

	 	 	 	$500,000 to $999,999
	 	 	1.750	%
	 

	 	 	 	$1,000,000 to $4,999,999
	 	 	1.500	%
	 

	 	 	 	$5,000,000 and over
	 	 	1.250	%
	 

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





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	 	Credit Line Account Number          

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No Fixed Rate Advances/Prime Credit Lines





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





Alternative Financing





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





Margin Calls; Interest Payments






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





Collateral Account Features






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





No Credit Line Checks





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





Headings





	14.	 	The headings of each of Section of this Addendum is for descriptive purposes only and shall
not be deemed to modify or qualify the terms,
conditions, rights or obligations described in such Section.
	 
	B.	 	This Addendum may be signed in multiple original counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.





[Signature page(s) follows]


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	 	Credit Line Account Number          

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




	 	 	 	 	 
	 
	 	Sharon A. Barbari, Chief Financial Officer/CFO	 	 
	 
	 	 
	 	 
	Date
	 	Print Name and Title
	 	Signature
	 
	 	ROBERT BLUM, Chief Executive Officer/CEO	 	 
	 
	 	 
	 	 
	Date
	 	Print Name and Title
	 	Signature






	 	 	 	 	 	 	 
	 	 	UBS BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 
	 	 
	 

	 	Title:	 	 
 	 	 
	 
	 	 	 	 
 	 	 
	 	 	UBS FINANCIAL SERVICES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 
 	 	 
	 

	 	Date:
	 	          , 2008	 	 




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08/08 Zero Net Cost LTPV Loan Addendum




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