2021-09-29T09:14:28-05:00 2020-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2020-01-01 522314113 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS NATI 5713673700 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 PETER R GLEASON PRESIDENT & CEO 5713673700 2021-09-29 1 PETER GLEASON 999009999 RICHARD J LOCASTRO CPA P00288314 3019519090 0 AAL1 IAL1 2020 2022-09-23 18:48:47Z PETER R GLEASON 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 34943132 0 X WWW.NACDONLINE.ORG X 1977 DC SEE PART III, LINE 1. 10 8 126 300 1456420 387532 0 0 37114224 29047327 822426 623130 11221 3973 37947871 29674430 0 0 0 0 16738258 16796843 0 0 0 20288789 15021228 37027047 31818071 920824 -2143641 42370606 39765653 22882546 21367079 19488060 18398574 X THE NACD MISSION IS TO BE THE INDEPENDENT AND TRUSTED VOICE FOR THE AMERICAN BOARDROOM, BUILDING A COMMUNITY OF SUCCESSFUL DIRECTORS AND HIGH-PERFORMING BOARDS. WE ARE THE LEADING MEMBER ORGANIZATION FOR CORPORATE DIRECTORS WHO WANT TO EXPAND (CONTINUED ON SCHEDULE O)THEIR KNOWLEDGE, GROW THEIR NETWORK, AND MAXIMIZE THEIR POTENTIAL THROUGH EDUCATION, RESEARCH, AND FORUMS. 0 0 5574651 MARKETING & COMMUNICATIONS - MARKETING AND COMMUNICATIONS WORKS PRIMARILY TO ENHANCE NACD'S POSITION IN THE MARKETPLACE BY CREATING AWARENESS FOR OUR MEMBERSHIP, RESEARCH, AND EDUCATIONAL PROGRAMS. THEY ALSO LEAD OUR COMMUNICATIONS EFFORTS BY COORDINATING OUR PRESS OUTREACH, AS WELL AS OUR EFFORTS AROUND SOCIAL MEDIA AND ADVERTISING. 5005102 4676947 EDUCATIONAL PROGRAMS - NACD CONDUCTS LEADING-EDGE, INTERACTIVE SEMINARS AND CONFERENCES (BOTH TRADITIONAL IN-PERSON AND VIRTUAL) DESIGNED FOR BOTH DIRECTORS AND EXECUTIVE MANAGEMENT. NACD ALSO OFFERS ITS FULL CURRICULUM AS IN-HOUSE EDUCATIONAL PROGRAMS THAT CAN BE INDIVIDUALLY TAILORED TO MEET SPECIFIC NEEDS. 3232628 19723960 MEMBERSHIP - PROVIDES SERVICES TO 21,560 MEMBERS & VARIOUS CUSTOMERS. MEMBERSHIP BENEFITS INCLUDE: CONTINUING DIRECTOR EDUCATION, BENCHMARKING RESEARCH IN NUMEROUS BOARD AND COMMITTEE PRACTICES, THOUGHT LEADERSHIP PUBLICATIONS, PRACTICAL HANDBOOKS FOR COMMITTEES AND BOARDS, DIRECTOR SEARCH SERVICES, NACD DIRECTORSHIP CERTIFICATION, AND OTHER RESOURCES. 3087306 3135087 RESEARCH AND PUBLICATIONS - PROVIDES EDUCATIONAL PUBLICATIONS DESIGNED TO ELEVATE INDIVIDUAL AND BOARD PERFORMANCE. THESE PUBLICATIONS INCLUDE THE NACD DIRECTORSHIP MAGAZINE AND OUR DAILY PUBLICATION, DIRECTORS DAILY. 2725885 CHAPTERS 1728408 1134333 BOARD ADVISORY SERVICES - PROVIDES EDUCATIONAL PROGRAMS FOR COMPANIES THAT ARE CUSTOMIZED AROUND THE BOARD'S NEEDS AS THEY RELATE TO CORPORATE GOVERNANCE ISSUES. 113458 CERTIFICATION 7655057 4269420 21467438 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 126 0 1 126 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 10 8 0 0 1 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA X ALEX OBUCHOWSKI 5713673770 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 X PETER R GLEASON CHIEF EXECUTIVE OFFICER 54.00 1.00 X X 1152085 0 57926 DONA YOUNG BOARD MEMBER (SEE SCHEDULE O) 1.00 0.00 X 60000 0 0 CARI M DOMINGUEZ BOARD MEMBER (SEE SCHEDULE O) 1.00 0.00 X 3500 0 0 RAYMOND GILMARTIN BOARD MEMBER (SEE SCHEDULE O) 1.00 0.00 X 3000 0 0 WILLIAM MCCRACKEN CHAIR 1.00 0.00 X X 0 0 0 SUE COLE BOARD MEMBER 1.00 0.00 X 0 0 0 NICHOLAS DONOFRIO BOARD MEMBER 1.00 0.00 X 0 0 0 KAREN N HORN BOARD MEMBER 1.00 0.00 X 0 0 0 LIANE PELLETIER BOARD MEMBER (UNTIL 4/2020) 1.00 0.00 X 0 0 0 BRENDA GAINES BOARD MEMBER 1.00 2.00 X 0 0 0 DANIEL GALLAGHER BOARD MEMBER 1.00 0.00 X 0 0 0 STEVEN R WALKER GC/SEC/MNG DIR BD SVC (UNTIL 4/2020) 54.00 1.00 X 483188 0 9396 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 54.00 1.00 X 265110 0 34576 ERIN ESSENMACHER PRES &CHIEF STRAT OFF (UNTIL 5/2020) 54.00 1.00 X 976150 0 18573 KATHERINE B DAVIS CHIEF OPERATING OFF (UNTIL 2/2020) 55.00 0.00 X 646568 0 5278 STEPHANIE MULLETTE SR. VP, MEMBERSHIP (FROM 5/2020) 55.00 0.00 X 318530 0 37252 KIMBERLY A SIMPSON COO, GC, CORP. SEC. (FROM 4/2020) 54.00 1.00 X 288821 0 29860 FRISO VAN DER OORD SR. VP, CONTENT (FROM 5/2020) 55.00 0.00 X 282320 0 20948 DENNIS FUZE CHIEF TECHNOLOGY OFFICER 55.00 0.00 X 255887 0 38898 CHRISTOPHER Y CLARK SR. DIR., PARTNER RELATIONS & PUB. 50.00 0.00 X 325023 0 40084 SUSAN PALEY VP, CHAPTER NETWORK (FROM 5/2020) 50.00 0.00 X 252149 0 17358 DONNA VAUGHT VP, CONTENT EXPERIENCE 50.00 0.00 X 227946 0 36870 JULIE E MOUNT SR. REGIONAL DIRECTOR 50.00 0.00 X 207853 0 30681 KRISTEN M CONLEY DIRECTOR, MARKETING (UNTIL 5/2020) 50.00 0.00 X 209103 0 21470 MICHELE J HOOPER FORMER BOARD MEMBER (SEE SCH. O) 1.00 0.00 X 21167 0 0 5978400 0 399170 45 1 1 0 COHEN & GRESSER LLP 2001 PENNSYLVANIA AVE STE 300 WASHINGTON DC 20006 LEGAL & BOARD SUPPORT SERVICES 3213455 AI MEDIA GROUP LLC 1359 BROADWAY 5TH FL NEW YORK NY 10018 SOCIAL MEDIA ADVERTISING 462333 NIMBLEUSER 9620 EXECUTIVE CENTER DR N 200 ST PETERSBURG FL 33702 CRM PLATFORM 410372 MG CAPITAL HOLDING INC 2596 W BARBERRY PLACE DENVER CO 80204 BRAND CONSULTING SERVICES 294123 DOMO INC 772 E UTAH VALLEY DRIVE AMERICAN FORK UT 84003 CLOUD SOFTWARE & DATA SOLUTIONS 291902 20 MEMBERSHIP DUES 900099 19723960 19723960 EDUCATIONAL PROGRAMS 900099 4676947 4676947 RESEARCH & PUBLICATIONS 900099 3135087 2055667 1079420 BOARD ADVISORY SERVICES 900099 1134333 1134333 DIRECTORS REGISTRY 900099 377000 377000 29047327 648165 648165 1354 1354 5243667 5268702 -25035 -25035 -25035 OTHER REVENUE 900099 2619 2619 2619 29674430 27590907 1456420 627103 4989262 3642489 1346773 9359932 6833365 2526567 705396 505572 199824 1020027 732085 287942 722226 519229 202997 3241794 1030748 2211046 60321 19179 41142 71411 71411 1749080 556131 1192949 261508 261508 1606984 1066759 540225 1625773 1264876 360897 467 171 296 1677648 1247006 430642 228510 169994 58516 1685715 1671900 13815 761464 558007 203457 96152 96152 CHAPTER DUES&INCENTIVES 746237 740345 5892 PROF. TRAINING & DEV. 209292 150466 58826 OTHER TAXES 201317 73617 127700 TEMP. HELP & INTERNS 194448 139794 54654 603107 284197 318910 31818071 21467438 10350633 0 8701515 12607124 942908 376583 1436292 1678455 6863772 3004456 4324123 3859316 25828768 20107175 1137000 1137000 42370606 39765653 3316331 2333576 13999080 14397847 5567135 4635656 22882546 21367079 X 19488060 18398574 19488060 18398574 42370606 39765653 -2143641 1054155 0 X 0 1 X 1 0 X 26618079 29915002 32310943 35564014 27590907 151998945 26618079 29915002 32310943 35564014 27590907 151998945 0 1072832 830592 857829 941592 1118776 4821621 1072832 830592 857829 941592 1118776 4821621 147177324 359401 486323 728467 842188 649519 3065898 359401 486323 728467 842188 649519 3065898 130546 207030 427057 31195 387532 1183360 3688 12006 670 8000 2619 26983 27111714 30620361 33467137 36445397 28630577 156275186 0.94180 0.01960 X 4564606 1256138 3308468 1134906 880173 254733 1164260 868145 296115 3859316 DEFERRED COMPENSATION 201596 DEFERRED RENT 4296817 DUE TO RELATED PARTY 137243 4635656 X 30657174 1054155 1054155 29603019 71411 71411 29674430 31746660 0 31746660 71411 71411 31818071 PART X, LINE 2: FOR THE YEAR ENDED DECEMBER 31, 2020, NACD AND AFFILIATE(S) HAVE DOCUMENTED ITS CONSIDERATION OF FASB ASC 740-10, INCOME TAXES, THAT PROVIDES GUIDANCE FOR REPORTING UNCERTAINTY IN INCOME TAXES AND HAS DETERMINED THAT NO MATERIAL UNCERTAIN TAX POSITIONS QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 PETER R GLEASON CHIEF EXECUTIVE OFFICER 589753 0 300000 0 262332 0 25650 0 32276 0 1210011 0 262332 0 ERIN ESSENMACHER PRES &CHIEF STRAT OFF (UNTIL 5/2020) 558952 0 190000 0 227198 0 11216 0 7357 0 994723 0 227198 0 KATHERINE B DAVIS CHIEF OPERATING OFF (UNTIL 2/2020) 301770 0 117600 0 227198 0 2476 0 2802 0 651846 0 227198 0 STEVEN R WALKER GC/SEC/MNG DIR BD SVC (UNTIL 4/2020) 138052 0 117938 0 227198 0 7972 0 1424 0 492584 0 227198 0 CHRISTOPHER Y CLARK SR. DIR., PARTNER RELATIONS & PUB. 195023 0 130000 0 0 0 18007 0 22077 0 365107 0 0 0 STEPHANIE MULLETTE SR. VP, MEMBERSHIP (FROM 5/2020) 196452 0 122078 0 0 0 18252 0 19000 0 355782 0 0 0 KIMBERLY A SIMPSON COO, GC, CORP. SEC. (FROM 4/2020) 240821 0 48000 0 0 0 18894 0 10966 0 318681 0 0 0 FRISO VAN DER OORD SR. VP, CONTENT (FROM 5/2020) 239820 0 42500 0 0 0 20948 0 0 0 303268 0 0 0 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 235110 0 30000 0 0 0 21060 0 13516 0 299686 0 0 0 DENNIS FUZE CHIEF TECHNOLOGY OFFICER 245887 0 10000 0 0 0 14063 0 24835 0 294785 0 0 0 SUSAN PALEY VP, CHAPTER NETWORK (FROM 5/2020) 192149 0 60000 0 0 0 17265 0 93 0 269507 0 0 0 DONNA VAUGHT VP, CONTENT EXPERIENCE 205946 0 22000 0 0 0 18704 0 18166 0 264816 0 0 0 JULIE E MOUNT SR. REGIONAL DIRECTOR 159853 0 48000 0 0 0 14665 0 16016 0 238534 0 0 0 KRISTEN M CONLEY DIRECTOR, MARKETING (UNTIL 5/2020) 84295 0 57500 0 67308 0 7673 0 13797 0 230573 0 0 0 MICHELE J HOOPER FORMER BOARD MEMBER (SEE SCH. O) 21167 0 0 0 0 0 0 0 0 0 21167 0 0 0 PART I, LINE 1A - PETER GLEASON RECEIVED A PRIOR-YEAR INCENTIVE PAYMENT AND A LONG-TERM DEFERRED COMPENSATION PLAN PAYOUT, WHICH WAS INCLUDED ON PREVIOUS 990'S IN THIS PERIOD. - ERIN ESSENMACHER, KATHERINE DAVIS, AND STEVE WALKER EACH RECEIVED A PRIOR-YEAR INCENTIVE PAYMENT, A LONG-TERM DEFERRED COMPENSATION PLAN PAYOUT, WHICH WAS INCLUDED ON PREVIOUS 990'S, AND SEPARATION BENEFITS DURING THIS PERIOD. PART I, LINE 1A: NACD'S CEO HAS AN OUT-OF-STATE MEMBERSHIP IN THE YALE CLUB OF NEW YORK, THAT IS PAID FOR BY THE ASSOCIATION. THE MEMBERSHIP ALLOWS FOR DISCOUNTED LODGING RATES IN NEW YORK CITY THAT ARE USED FOR BUSINESS PURPOSES, THAT ARE USED BY MEMBERS OF THE SENIOR STAFF, WHEN AVAILABLE, DURING TRAVEL TO NEW YORK CITY. THE CLUB ALSO HAS RECIPROCAL MEMBERSHIP WITH CLUBS AROUND THE COUNTRY THAT ARE ALSO UTILIZED FOR THIS PURPOSE. FIRST-CLASS AIRFARE IS REIMBURSABLE TO BOARD MEMBERS TRAVELING ON NACD BUSINESS. PART I, LINE 1B PER THE COMPENSATION COMMITTEE'S CHARTER, ALL SUCH EXPENDITURES HAVE BEEN APPROVED BY THE COMMITTEE. PART I, LINES 4A-B KRISTEN CONLEY RECEIVED A SEVERANCE PAYMENT OF $67,308 DURING THE YEAR. DURING 2017, NACD IMPLEMENTED A NONQUALIFIED DEFERRED COMPENSATION PLAN UNDER THE PROVISIONS OF SECTION 457(F) OF THE INTERNAL REVENUE CODE. THE PLAN'S PERFORMANCE PERIOD ENDED DECEMBER 31, 2019. THE BALANCE WAS PAID TO THE EMPLOYEES IN FEBRUARY 2020. AMOUNTS ARE REPORTED IN PART II, COLUMN (B)(III). THE FOLLOWING EMPLOYEES PARTICIPATED: - PETER R. GLEASON $262,332 - ERIN ESSENMACHER $227,198 - KATHERINE B. DAVIS $227,198 - STEVEN R. WALKER $227,198 PART I, LINE 7 BONUSES ARE PAID ANNUALLY BASED UPON MULTIPLE PERFORMANCE CRITERIA. BONUSES ARE BASED ON A VARIETY OF PERFORMANCE FACTORS, INCLUDING INTERNAL METRICS, TEAM BUILDING, COMMUNICATION, ORGANIZATIONAL GOALS, QUALITY OF WORK, AND ACHIEVEMENT OF STRATEGIC GOALS. BONUS PAYMENTS ARE REFLECTED ON PART II, COLUMN (II). FORM 990, PART VI, SECTION A, LINE 1 THE BOARD MAY APPOINT AN EXECUTIVE COMMITTEE, WHICH SHALL HAVE AUTHORITY TO TAKE SUCH ACTIONS FOR THE BOARD AS MAY BE REQUIRED BETWEEN MEETINGS OF THE BOARD, PROVIDED SUCH ACTIONS ARE NOT INCONSISTENT WITH LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 4 PREVIOUSLY, THE PRESIDENT AND CEO ROLES WERE SPLIT INTO TWO SEPARATE ROLES. IN 2020, THIS WAS MODIFIED TO ONLY ONE ROLE: PRESIDENT & CEO. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY THE INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY SENIOR MANAGEMENT. THE FORM 990 WAS THEN PROVIDED TO THE AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS AND DIRECTORS ARE REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT ANNUALLY. THE DIRECTORS' SIGNED STATEMENTS ARE REVIEWED BY THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. ANY POTENTIAL CONFLICT OF INTEREST IS DISCUSSED BY THE FULL BOARD OF DIRECTORS. IF A CONFLICT OF INTEREST IS IDENTIFIED AT THE BOARD LEVEL, THAT DIRECTOR WOULD RECUSE HIMSELF/HERSELF FROM ANY DISCUSSION/DELIBERATIONS ABOUT THAT TOPIC. FORM 990, PART VI, SECTION B, LINE 15 THE NACD BOARD OF DIRECTORS HAS A COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE COMPENSATION COMMITTEE IS CHARGED WITH ASSISTING THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE COMPENSATION AND BENEFITS OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM WITH AN ANNUAL COMPENSATION OF $200,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE COMPENSATION COMMITTEE. ACCORDING TO THE COMMITTEE'S CHARTER, ITS OVERSIGHT RESPONSIBILITIES INCLUDE: 1. DEVELOPING A COMPENSATION PHILOSOPHY AND POLICIES FOR APPROVAL BY THE BOARD; 2. REVIEW OF NACD'S GOALS AND OBJECTIVES RELEVANT TO THE COMPENSATION OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM FOR APPROVAL BY THE BOARD; 3. ANNUALLY EVALUATE THE CEO'S PERFORMANCE IN LIGHT OF THESE GOALS AND OBJECTIVES, AND MAKE A RECOMMENDATION TO THE BOARD WITH RESPECT TO THE CEO'S COMPENSATION; 4. THE CEO WILL ESTABLISH SALARIES AND ANY ADJUSTMENTS FOR MEMBERS OF THE STAFF BELOW $200,000 IN ANNUAL COMPENSATION FOLLOWING APPROVAL OF A MERIT AND BONUS POOL BY THE COMMITTEE; AND, 5. ANNUALLY REVIEW THE CEO'S AND THE CEO'S SENIOR MANAGEMENT TEAM COMPENSATION TO ENSURE THAT SUCH SALARIES, BONUSES, AND BENEFITS ARE APPROPRIATE AND CONSISTENT WITH PUBLISHED COMPENSATION SURVEYS OR GUIDANCE RECEIVED BY OUTSIDE CONSULTANTS. THE COMMITTEE WILL ALSO REVIEW ANY CHANGE IN BENEFITS APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. THE MOST RECENT COMPENSATION REVIEW WAS IN JANUARY 2020. FORM 990, PART VI, SECTION C, LINE 19 NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON ITS WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE THE ORGANIZATION'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. THE ORGANIZATION ALSO KEEPS A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN ITS OFFICES. THE IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON THE WEBSITE. FORM 990, PART VII, SECTION A: FOUR MEMBERS OF THE GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER AT THE ASSOCIATION'S WORK PROGRAMS DESCRIBED IN PART III. - PETER GLEASON RECEIVED A PRIOR-YEAR INCENTIVE PAYMENT AND A LONG-TERM DEFERRED COMPENSATION PLAN PAYOUT, WHICH WAS INCLUDED ON PREVIOUS 990'S IN THIS PERIOD. - ERIN ESSENMACHER, KATHERINE DAVIS, AND STEVE WALKER EACH RECEIVED A PRIOR-YEAR INCENTIVE PAYMENT, A LONG-TERM DEFERRED COMPENSATION PLAN PAYOUT, WHICH WAS INCLUDED ON PREVIOUS 990'S, AND SEPARATION BENEFITS DURING THIS PERIOD. NACD CORPORATE DIRECTORS INSTITUTE 1515 N COURTHOUSE ROAD STE 1200 ARLINGTON VA 22201 842647589 PROMOTE THE PROFESSION OF CORPORATE DIRECTORSHIP DC 501(C)(6) N/A NACD 1 1 0 0 1 0 0 0 0 0 1 0 0 0 1 1 0 1 1 1 NACD CORPORATE DIRECTORS INSTITUTE D 500000 LOAN AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE J 24034 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE N 24034 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE O 203134 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE Q 227168 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE R 164250 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE S 27007 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE A 5011 LOAN AGREEMENT