Exhibit 10.1
[LOGO] citi smith barney
Loan Account Number
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Branch Account
T C FA
373
9002A
16 651
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Pledge Account Number
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Branch Account
T
C
FA
Branch
Account
T
C
FA
373
92438
18 651
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Branch Account
T
C
FA
Branch Account
T
C
FA
--------------------------------------
--------------------------------------
Branch Account
T
C
FA
Branch Account
T
C
FA
--------------------------------------
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(If additional pledge accounts are required, please indicate account numbers
on
page 1.1.)
EXPRESS CREDITLINE
LOAN AGREEMENT
This Express CreditLine Revolving Loan Agreement
("Agreement") is made
between
Citigroup Global Markets Inc. ("SB") and the undersigned ("Client")
to set forth
the terms and conditions that will govern advances made to
Client pursuant to a
revolving credit facility ("Loan Facility") that SB establishes for
Client for a
purpose other than purchasing, carrying or trading in securities,
or reducing or
retiring indebtedness incurred to purchase, carry or trade in securities.
This
Agreement will
not become effective and binding upon SB until it has been
executed by Client and accepted by SB in its offices in New
York.
1)(a) Subject to the terms and conditions of this Agreement, SB agrees to make
one or more extensions
of credit to Client from time to time in an
aggregate
principal amount which shall not at any time exceed one of the
following amounts
which shall be agreed upon by the parties: (i) the sum of the loanable values
("Loanable Values") of each class of eligible securities contained in Client's
SB account(s),
computed as of the close of the New York Stock Exchange
("NYSE")
trading day immediately preceding the NYSE trading day on
which an extension of
credit is made, or (ii) a specific dollar amount selected by Client
and approved
by SB ("Loan Limit").
The initial Loan Limit selected by Client and agreed upon
by SB shall be indicated in Schedule "A" to this Agreement.
The Loan Limit
must
equal $25,001 or such greater amount as SB determines in its sole
discretion.
Client also understands and agrees that SB may reduce the Loan
Limit in its sole
discretion and at any
time. Each
extension of credit shall be referred to
in
this Agreement as an
"Express CreditLine
Advance" and shall in
each instance
only be made for a
purpose other
than purchasing, carrying or trading in
securities, or
reducing or retiring indebtedness incurred to purchase, carry
or
trade in securities.
Express CreditLine
Advances will be made
in a good-faith
account established
pursuant to Federal
Reserve Board
Regulation T
("Express
CreditLine Account") pursuant to procedures prescribed by SB.
Client understands
that SB will not in any event be required to make any Express
CreditLine Advance
to Client unless the Collateral (as defined in Section 6(a) of
this Agreement)
is acceptable
to SB. If Client's obligation to repay one or more Express
CreditLine Advances
(and accrued interest thereon) is guaranteed by a person or
entity that
is not a party
to this Agreement, and the guarantor pledges
securities in the guarantor's SB account[s] as security for the
guaranty, Client
acknowledges that such securities must, at all times, be acceptable
to SB.
(b) Client understands
and agrees that SB may, in its sole discretion, obtain
reports from, and
provide information
to, other persons
concerning
Client's
credit standing and business conduct. SB may ask credit-reporting agencies for
consumer reports of
Client's credit
history. Upon Client's
request, SB will
inform Client
of the name and address of the consumer reporting agency or
agencies that furnish such consumer reports to SB.
2)(a) Subject to the provisions of this Agreement, Client may obtain an Express
CreditLine Advance at
one or more times
hereunder (subject to
Client's Loan
Limit) by: (i) writing a check drawn on Client's FMA Account at SB ("Client FMA
Check"), (ii)
requesting SB to issue a branch check ("Branch Check") payable
to
Client in the amount of the Express CreditLine Advance, (iii) requesting SB to
wire-transfer Federal funds in the amount of the Express CreditLine
Advance to a
bank account
in Client's name, (iv) requesting SB to effect an automatic
transfer of funds ("ACH") to a pre-enrolled bank account in Client's name,
(v)
using Client's
debit card
("Card") made available by SB, or (vi) any other
method agreed upon by SB and Client. If Client uses any of the
foregoing methods
to access his/her FMA
Account and there is
an insufficient
amount of cash or
cash equivalents
in that account to
honor the request for a debit, an Express
CreditLine Advance
will be made to Client to place sufficient funds in his/her
SB FMA Account.
Client understands and agrees that all Express CreditLine
Advances are subject during the term of this Agreement to his/her
Loan Limit.
(b) In the event Client seeks an Express CreditLine Advance
hereunder by issuing
a Client FMA Check or using the Card which if honored would increase Client's
outstanding principal balance under the Loan Facility above
Client's Loan Limit,
SB may without
notice to Client refuse to honor Client's request for such
Express CreditLine
Advance and interim
any person
presenting
the Client FMA
Check or requesting
authorization
for use of the Card
that it was not paid or
honored due to insufficient funds or for any other reason.
3) (a) SB shall charge
Client interest on the
aggregate principal amount of
Express CreditLine Advances outstanding, if any. Such interest will be
computed
in the same manner as
that set forth for
securities
margin accounts in the
pamphlet prepared by SB entitled "Important New Account
Information"
(hereafter
referred to as "New Account Document"), which may be amended from time to
time
and which amendment
shall become binding upon written notice to Client. Client
hereby acknowledges
receipt of the New Account Document. Interest will be
payable monthly.
As provided
In Paragraph 4, SB may in its sole discretion
require that all
interest be paid in cash and/or shares of a money market fund
in Client's
Express CreditLine Account. If SB elects not to impose this
requirement, and if
(i) a sufficient amount of cash or money market fund shares
is not available in Client's Express CreditLine Account to pay the monthly
interest amount,
or if Client
elects not to make
interest payments from the
Express CreditLine
Account, and (ii) sufficient Collateral (as hereafter
defined) acceptable
to SB is in SB's possession, the interest due shall be
added to Client's
outstanding principal
balance and thereafter
interest shall
accrue on such amount until Client's outstanding balance under the
Loan Facility
has been repaid in full, whether before or after demand or
termination of this
Agreement. Client
understands
that by adding interest to the outstanding
principal balance
of Client's Express CreditLine Advances, the amount of
additional
Express
CreditLine
Advances Client
may obtain shall be
proportionately reduced.
(b) Client
understands
that SB may pay a
portion of the interest that it
receives to Clients' Financial Advisor. SB may also charge Client,
to the extent
permitted by applicable law, fees for establishing and/or servicing the Loan
Facility.
(c) In no event shall the total interest and fees charged under
this Agreement
exceed
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CPI#1120
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4725B (12/2007) page 1 of 7
Smith
Barney is a division and service mark of Citigroup Global Markets
Inc.
<PAGE>
the maximum
interest rate or total fees permitted by law. In the event any
excess interest or fees are collected, the same shall be refunded
or credited to
Client.
4) Fixed Rate Advances or Conversions
(a) For each Express
CreditLine Advance as
described in the Agreement, Client
may select an interest rate that is fixed for a specific period of
time. Client
may also convert a
portion of the Express
CreditLine balance
from a variable
rate to a fixed rate of interest for a specific period of time. For purposes
of
this Agreement, except
where specifically noted, a balance conversion will also
be considered an Express CreditLine Advance. The fixed interest rate will be
based on the one-,
three-, six- or
twelve-month London
InterBank Offered Rate
("LIBOR") as well as the 2-, 3-, 4-, and 5-year LIBOR SWAP index,
as selected by
Client, plus a spread.
Client may lock in a fixed interest rate for one, three,
six or twelve months
or 2, 3, 4, or 5 years
when Client
requests an Express
CreditLine Advance.
The term of the fixed interest rate will correspond to the
LIBOR rate selected by Client. (For example, if Client selects an
interest rate
based on six-month
LIBOR, the rate will be fixed for six
months even
though
six-month LIBOR may
change over that six-month period.) The fixed rate of
interest will be based on the applicable LIBOR as published in The Wall
Street
Journal "Money
Rates" table two business days after the date the Express
CreditLine Advance is requested. Client may confirm the LIBOR rates
and spreads
in effect on any day by calling Client's Financial Advisor.
Client must
request
a fixed interest rate Express CreditLine Advance by contacting Client's
Financial Advisor.
(b) Client may obtain a fixed rate Express CreditLine Advance (other than a
balance conversion) only by (i) requesting SB to issue a Branch
Check payable to
Client in the amount of the Express CreditLine Advance or (ii)
requesting SB to
wire-transfer federal funds in the amount of the Express CreditLine
Advance to a
bank account in the Client's name. Client may not have more than
nine fixed rate
Express CreditLine Advances outstanding at any one time.
(c) At the end of the selected one-, three-, six- or twelve-month term, or
2-,
3-, 4-, or 5-year term, Client may pay the Express CreditLine Advance in full,
or renew the fixed
interest rate for the same or a different term based on the
LIBOR rates in effect on the first business day of the renewal
term. Client must
select a renewal term
no more than 30 days
prior to the end of the fixed rate
term. If Client does not select a renewal term, the Express
CreditLine
Advance
will be subject to the variable interest rate as described in
Paragraph (3)(a)
of the Agreement.
(d) In the event Client pays a fixed rate Express CreditLine
Advance, in whole
or in part, prior to
the expiration of the selected maturity term, or requests
that the Advance be converted to a variable rate of interest,
a "breakage
fee"
will be charged to
Client. SB may, in its sole discretion, debit Client's
Express CreditLine
Account for the amount
of the breakage fee.
Interest will
accrue on the debited
amount at a variable interest rate as described in
Paragraph (3)(a) of
this Agreement
until the amount is paid in full. The
breakage fee will be determined as follows: SB will compare the original
LIBOR
rate selected
by Client (rate "A") to the current LIBOR rate as of the
Prepayment Effective
Date (rate "B"). If A is greater than B, SB will calculate
the breakage fee by
multiplying the
difference
between rates A and B by the
total amount of the Advance, times the remainder of the maturity term. The
remainder of the maturity term will be computed on a 360-day year
basis from the
Prepayment Effective
Date to the end of the maturity term. The Prepayment
Effective Date will be the date Client makes the prepayment or
requests that the
Advance be converted
to a variable
rate of interest. If the prepayment or
request occurs
after 3:00 p.m.
eastern time or on a non-business day, the
Prepayment Effective
Date will be the next
business day. The minimum breakage
fee is $500. If A is
less than or equal to
B, a breakage
fee of $500 will
be
charged.
(e) SB reserves the right in its sole discretion to stop offering fixed rate
advances. If fixed rate advances are discontinued, Client may no
longer select a
fixed interest rate for any new Express CreditLine Advance.
However, the fixed
interest rate on any existing Express CreditLine Advance will not be affected,
except that on the
interest maturity
date, unless paid in full, the Express
CreditLine Advance will be subject to the variable interest rate as
described in
Paragraph (3)(a) of the Agreement. The fixing of interest for any
period of time
shall be without prejudice to SB's rights to demand payment of the
Loan Facility
at any time pursuant to Paragraph 5 hereof.
5) Client agrees to
pay on demand any
balance owing with
respect to
Client's
Loan Facility,
including interest,
fees and any costs of collection (including
reasonable attorneys'
fees, if any). Client understands that SB may demand full
or partial payment of
any balance
outstanding under the
Loan Facility at
its
sole option and without cause at any time, and that Express
CreditLine
Advances
under the Loan Facility are not for any specific term or duration.
Client agrees
that at the
sole option of SB, all payments received in respect of any
Collateral in
Client's Express CreditLine Account, including interest,
dividends, premiums
and principal; all proceeds from any Collateral in Client's
Express CreditLine
Account that is
liquidated for any reason; and all deposits
or other transfers into Client's Express CreditLine Account may be applied in
SB's sole discretion,
first to repay any
interest accrued with respect to
Client's Loan
Facility (whether or not such interest has been added to the
principal amount
of the Loan
Facility outstanding), and then to any other
amounts outstanding or
otherwise payable to SB under the Loan Facility. In its
sole discretion, SB
may require Client to maintain sufficient shares in a money
market fund in Client's Express CreditLine Account to pay all interest that
accrues and which is not paid through the application of all payments
received
in respect of any
Collateral
in Client's Express CreditLine Account, all
proceeds from any Collateral and all deposits or other
transfers into
Client's
Express CreditLine
Account. As necessary, SB may, without prior notice to
Client, debit the
money market fund in Client's Express CreditLine Account in
such amount as is
necessary to pay such excess interest as it accrues. Any
amount outstanding
under the Loan Facility may be paid at any time in whole or
in part by Client without penalty. Payments applied to principal will
increase
the amount available
for subsequent Express
CreditLine
Advances, subject to
Client's Loan Limit.
Client shall make all payments regarding the Loan Facility
to SB at its offices in New York.
6) Client agrees not (a) to use any portion of an Express
CreditLine Advance
to
purchase, carry or
trade in securities,
or to reduce or
retire other debts
Client incurs for the purpose of purchasing, carrying or trading in
securities,
(b) to make any Client FMA Check payable to SB or another brokerage
firm, or (c)
to make funds
available to a third
party for any purpose
described in clauses
(a) or (b). Client
shall be deemed to repeat such agreements each time Client
obtains an Express CreditLine Advance hereunder. Client also acknowledges that
willful non-compliance
with these
restrictions
may constitute a
violation by
Client of Regulation "X" of the Federal Reserve Board.
7) (a) As security for Client's obligations to SB under this
Agreement, Client
hereby assigns,
grants and conveys to
SB a first priority
lien and security
interest in all cash, stocks, bonds, other securities,
certificates of
deposit
and instruments now or hereafter in Client's Express CreditLine Account and all
other accounts
maintained
by Client with SB
(including any managed
accounts
maintained by Client) and all dividends, interest and proceeds of
such property,
and any property,
substituted by the Client (collectively, the "Collateral").
Client authorizes SB,
at Client's expense,
to sign and file,
without Client's
signature, such
financing statements and other documents that in SB's sole
judgment are necessary to perfect, preserve and protect SB's security
interest
in the Collateral,
and to perform
any and all such other
acts necessary
and
incident to the
execution of the powers granted to SB herein. Client also
agrees to take all action which SB reasonably requests to assure that SB has
a
continuing first priority perfected security interest in the Collateral
while
this Agreement remains in effect.
(b) SB reserves the right to require Client at any time to deposit
into Client's
Express CreditLine
Account additional
Collateral in such amount as SB requires
or to substitute new
Collateral for any
Collateral
that has previously
been
deposited in Client's Express CreditLine Account. Client may, with
SB's approval
and upon such terms and conditions as SB shall prescribe,
substitute
securities
or other property for Collateral in Client's Express CreditLine
Account.
The Following
Paragraph 8 (a) is Applicable Only to Clients Who Are
Natural
Persons
8) (a) Client
represents and
warrants to SB that (a) except for SB's
rights
under this Agreement,
Client owns the Collateral free of any security interest
or lien in favor of any third party or any impediment to transfer
(other than,
in the case of restricted and control stock, any restrictive
legend restricting
the sale of the security under the Securities Act of 1933),
(b) Client will
not
pledge the Collateral
or grant a security
interest in the
Collateral
to any
third party,
or permit the Collateral to become subject to any liens or
encumbrances (other
than SB's security interest), or enter into a "lock-up"
agreement or other
agreement that affects the Collateral, in each case during
the term of this
Agreement, (c) Client is of the age of a majority in the state
in which he/she is
domiciled and is authorized to execute and deliver
this
Agreement and to perform his/her obligations hereunder, (d) Client is not an
employee benefit plan, as that term is defined by the Employee
Retirement Income
4725B (12/2007) page 2 of 7
Smith
Barney is a division and service mark of Citigroup Global Markets
Inc.
<PAGE>
Security Act of 1974
("ERISA"), or an
Individual Retirement
Account, (e) in
respect of restricted
and control stock,
in the event that SB
liquidates and
sells the Collateral,
all Collateral
consisting of
securities will be readily
transferable into
"street name" in good deliverable form, and together with the
securities of any other person whose sales must be aggregated
with the Client's
under applicable
law and rules,
will be saleable
under the Securities
Act of
1933 and other applicable law and rules, and (f) unless Client
advises SB to the
contrary in writing and provides SB wi
