EXHIBIT A
Broadcort Capital Corp. CUSTOMER AGREEMENT
In consideration of your accepting and carrying one or more
accounts for the undersigned, the undersigned here by consents
and agrees that:
APPLICABLE RULES AND REGULATIONS
1. All transactions shall be subject to the constitution, rules,
regulations, customs and usages of the exchange or market and its
clearing house, if any, on which such transactions are executed
by you (Broadcort Capital Corp.) or your agents, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities and other
property" shall include, but not be limited to, money,
securities, financial instruments and commodities of every kind
and nature, and all contracts and options relating thereto,
whether for present or future delivery.
MARGIN REQUIREMENTS AND CREDIT CHARGES
3. The undersigned will maintain such securities and other
property in the accounts of the undersigned for margin purposes
as you shall require from time to time; and the monthly debit
balance of such accounts shall be charged, in accordance with
your usual custom, with interest at a rate permitted by the laws
of the State of New York. It is understood that the interest
charge made to the undersigned's account at the close of a charge
period will, unless paid, be added to the opening balance for the
next charge period and that interest will be charged upon such
opening balance, including all interest so added.
SECURITY INTEREST
4. All securities and other property now or hereafter held,
carried or maintained by you or by any of your affiliates in your
possession or control, or in the possession or control of any
such affiliate, for any purpose, in or for any account of the
undersigned now or hereafter opened, including any account in
which the undersigned may have an interest, shall be subject to a
lien for the discharge of all the indebtedness and other
obligations of the undersigned to you, and are to be held by you
as security for the payment of any liability or indebtedness of
the undersigned to you in any of said accounts. You shall have
the right to transfer securities and other property so held by
you from or to any other of the accounts of the undersigned
whenever in your judgment you consider such a transfer necessary
for your protection. In enforcing your lien, you shall have the
discretion to determine which securities and property are to be
sold and which contracts are to be closed.
REPRESENTATION AS TO BENEFICIAL OWNERSHIP AND CONTROL
5. The undersigned represents that, with respect to securities
against which margin credit is or may be extended by you: (a) the
undersigned is not the beneficial owner of more than three
percent (3%) of the number of outstanding shares of any class of
equity securities, and (b) does not control, is not controlled by
and is not under common control with, the issuer of any such
securities. In the event that any of the foregoing
representations is inaccurate or becomes inaccurate, the
undersigned will promptly so advise you in writing.
CALLS FOR ADDITIONAL COLLATERAL- LIQUIDATION RIGHTS
6. (a) You shall have the right to require additional collateral:
(1) in accordance with your general policies regarding your
margin maintenance requirements, as such may be modified,
amended or supplemented from time to time; or
(2) if in your discretion you consider it necessary for your
protection at an earlier or later point in time than called for
by said general policies; or
(3) in the event that a petition in bankruptcy or for
appointment of a receiver is filed by or against the undersigned;
or
(4) if an attachment is levied against the accounts of the
undersigned; or
(5) in the event of the death of the undersigned.
(b) IF THE UNDERSIGNED DOES NOT PROVIDE YOU WITH ADDITIONAL
COLLATERAL AS YOU MAY REQUIRE IN ACCORDANCE WITH (A) (1) OR (2),
OR SHOULD AN EVENT DESCRIBED IN (A) (3), (4) OR (5) OCCUR,
(WHETHER OR NOT YOU ELECT TO REQUIRE ADDITIONAL COLLATERAL), YOU
SHALL HAVE THE RIGHT:
(1) TO SELL ANY OR ALL SECURITIES AND OTHER PROPERTY IN THE
ACCOUNTS OF THE UNDERSIGNED WITH YOU OR WITH ANY OF YOUR
AFFILIATES, WHETHER CARRIED INDIVIDUALLY OR JOINTLY WITH OTHERS;
(2) TO BUY ANY OR ALL SECURITIES AND OTHER PROPERTY WHICH MAY
BE SHORT IN SUCH ACCOUNTS; AND
(3) TO CANCEL ANY OPEN ORDERS AND TO CLOSE ANY OR ALL
OUTSTANDING CONTRACTS.
YOU MAY EXERCISE ANY OR ALL OF YOUR RIGHTS UNDER (B) (1), (2) AND
WITHOUT FURTHER DEMAND FOR ADDITIONAL COLLATERAL, OR NOTICE
OF SALE OR PURCHASE, OR OTHER NOTICE OR ADVERTISEMENT. ANY SUCH
SALES OR PURCHASE MAY BE MADE AT YOUR DISCRETION ON ANY EXCHANGE
OR OTHER MARKET WHERE SUCH BUSINESS IS USUALLY TRANSACTED, OR AT
PUBLIC AUCTION OR PRIVATE SALE; AND YOU MAY BE THE PURCHASER FOR
YOUR OWN ACCOUNT. IT IS UNDERSTOOD THAT YOUR GIVING OF ANY PRIOR
DEMAND OR CALL OR PRIOR NOTICE OF THE TIME AND PLACE OF SUCH SALE
OR PURCHASE SHALL NOT BE CONSIDERED A WAIVER OF YOUR RIGHT TO
SELL OR BUY WITHOUT ANY SUCH DEMAND, CALL OR NOTICE AS HEREIN
PROVIDED.
PAYMENT OF INDEBTEDNESS UPON DEMAND
7. The undersigned shall at all times be liable for the payment
upon demand of any debit balance or other obligations owing in
any of the accounts of the undersigned with you, and the
undersigned shall be liable to you for any deficiency remaining
in any such accounts in the event of the liquidation thereof, in
whole or in part, by you or by the undersigned; and the
undersigned shall make payment of such obligations and
indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
8. To the extent permitted by the laws of the State of New York,
the reasonable costs and expenses of collection of the debit
balance and any unpaid deficiency in the accounts of the
undersigned with you, including but not limited to attorneys'
fees incurred and payable or paid by you, shall be payable to you
by the undersigned.
PLEDGE OF SECURITIES AND OTHER PROPERTY
9. All securities and other property now or hereafter held,
carried or maintained by you in your possession or control in any
of the accounts of the undersigned may be pledged and repledged
by you from time to time, without notice to the undersigned,
either separately or in common with other such securities and
other property, for any amount due in the accounts of the
undersigned, or for any greater amount, and you may do so without
retaining in your possession or under your control for delivery a
like amount of similar securities or other property.
LENDING AGREEMENT
10. Within the limitations imposed by applicable laws, rules and
regulations, you are hereby authorized to lend to yourselves, as
principal or otherwise, or to others, any securities held by you
on margin for any accounts of the undersigned or as collateral
therefor, either separately or with other securities. It is
recognized that any losses or other detriments, or gains or other
benefits, arising from any such lending of securities shall not
accrue to the account of the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
11. Communications may be sent to the undersigned at the address
of the undersigned or at such other address as the undersigned
may hereafter give you in writing. All communications so sent,
whether by mail, telegraph, messenger or otherwise, shall be
deemed given to the undersigned personally, whether actually
received or not.
ACCOUNTS CARRIED AS CLEARING BROKER
12. If you are carrying the account of the undersigned as
clearing broker by arrangement with another broker through whose
courtesy the account of the undersigned has been introduced to
you, then until receipt from the undersigned of written notice to
the contrary, you may accept from such other broker, without
inquiry or investigation by you (a) orders for the purchase or
sale in said account of securities and other property on margin
or otherwise, and (b) any other instructions concerning said
account. You shall not be responsible or liable for any acts or
omissions of such other broker or its employees.
JOINT AND SEVERAL LIABILITY
13. If the undersigned shall consist of more than one person,
their obligations under this agreement shall be joint and
several.
REPRESENTATION AS TO CAPACITY TO ENTER INTO AGREEMENT
14. The undersigned represents that no one except the undersigned
has an interest in the account or accounts of the undersigned
with you. If a natural person, the undersigned represents that
the undersigned is of full age, is not an employee of any
exchange, nor of any corporation of which any exchange owns a
majority of the capital stock, nor of a member of any exchange,
nor of a member firm or member corporation registered on any
exchange, nor of a bank, trust company, insurance company or any
corporation, firm or individual engaged in the business of
dealing either as broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper. If any
of the foregoing representations is inaccurate or becomes
inaccurate, the undersigned will promptly so advise you in
writing.
EXTRAORDINARY EVENTS
15. You shall not be liable for loss caused directly or
indirectly by government restrictions, exchange or market
rulings, suspension of trading, war, strikes or other conditions
beyond your control.
THE LAWS OF THE STATE OF NEW YORK GOVERN
16. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW OR
CONFLICTS OF LAW PRINCIPLES; SHALL COVER INDIVIDUALLY AND
COLLECTIVELY ALL ACCOUNTS WHICH THE UNDERSIGNED MAY OPEN OR
REOPEN WITH YOU; OR WHICH MAY BE INTRODUCED TO YOU, INCLUDING
YOUR SUBSIDIARIES AND AFFILIATES, THROUGH THE COURTESY OF THE
AFOREMENTIONED INTRODUCING FIRM; SHALL INURE TO THE BENEFIT OF
YOUR AFFILIATES AND YOUR SUCCESSORS, AND THOSE OF THE
AFOREMENTIONED INTRODUCING FIRM, WHETHER BY MERGER, CONSOLIDATION
OR OTHERWISE, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES AND
AGENTS; YOU MAY TRANSFER THE ACCOUNTS OF THE UNDERSIGNED TO YOUR
SUCCESSORS AND ASSIGNS AND THOSE OF THE AFOREMENTIONED
INTRODUCING FIRM; AND THIS AGREEMENT SHALL BE BINDING UPON THE
HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS OF THE
UNDERSIGNED.
AMENDMENTS
17. The undersigned agrees that you shall have the right to amend
this Agreement, by modifying or rescinding any of its existing
provisions or by adding any new provision. Any such amendment
shall be effective as of a date to be established by you, which
shall not be earlier than thirty days after you send notification
of any such amendment to the undersigned.
SEPARABILITY
18. If any provision or condition of this agreement shall be held
to be invalid or unenforceable by any court, or regulatory or
self-regulatory agency or body, such invalidity or
unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and
conditions shall not be affected thereby and this agreement shall
be carried out as if any such invalid or unenforceable provision
or condition were not contained herein.
HEADINGS ARE DESCRIPTION
19. The heading of each provision hereof is for descriptive
purposes only and shall not be deemed to modify or qualify any of
the rights or obligations set forth in each such provision.
AGREEMENT TO ARBITRATE CONTROVERSIES
20. * ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN
AND DIFFERENT FROM COURT PROCEDURES.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDING OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO
SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY
LIMITED.
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY
OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
THE UNDERSIGNED AGREE(S) THAT ALL CONTROVERSIES WHICH MAY ARISE
BETWEEN US, OR BETWEEN ME AND THE ORGANIZATION THAT HAS
INTRODUCED MY ACCOUNT CARRIED BY YOU, INCLUDING BUT NOT LIMITED
TO THOSE INVOLVING ANY TRANSACTION OR THE CONSTRUCTION,
PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US,
WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF,
SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK
EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., OR ARBITRATION
FACILITY PROVIDED BY ANY OTHER EXCHANGE OR THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC OR THE MUNICIPAL
SECURITIES RULEMAKING BOARD, AND IN ACCORDANCE WITH ITS
ARBITRATION RULES THEN IN FORCE. THE UNDERSIGNED MAY ELECT IN THE
FIRST INSTANCE WHETHER ARBITRATION SHALL BE CONDUCTED BEFORE THE
NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC.,
OTHER EXCHANGES, OR THE NATIONAL ASSOCIATION ASSOCIATION OF
SECURITIES DEALERS, INC. OR THE MUNICIPAL SECURITIES RULEMAKING
BOARD, BUT IF THE UNDERSIGNED FAIL(S) TO MAKE SUCH ELECTION, BY
REGISTERED LETTER OR TELEGRAM ADDRESSED TO YOU AT THE OFFICE
WHERE THE UNDERSIGNED MAINTAIN(S) MY ACCOUNT, BEFORE THE
EXPIRATION OF FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST FPOM
YOU TO MAKE SUCH ELECTION, THEN YOU MAY MAKE SUCH ELECTION.
JUDGEMENT UPON THE AWARD OF ARBITRATORS MAY BE ENTERED IN ANY
COURT, STATE OR FEDERAL, HAVING JURISDICTION.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION
AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A
PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO
HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACT10N UNTIL:
i. THE CLASS CERTIFICATION IS DENIED; OR
ii. THE CLASS IS DECERTIFIED; OR
iii. THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.
SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL
NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT
EXCEPT TO THE EXTENT STATED HEREIN.
BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGE (1) THAT,
IN ACCORDANCE WITH PARAGRAPH 20, THE UNDERSIGNED AGREE IN ADVANCE
TO ARBITRATE ANY CONTROVERSIES WHICH MAY ARISE WITH BROADCORT
CAPITAL CORP., OR BETWEEN ME/US AND THE ORGANIZATION THAT HAS
INTRODUCED THE UNDERSIGNED ACCOUNT CARRIED BY YOU AND, (2) THAT,
PURSUANT TO XXXXXXXXX 00 XXXXX, XXXXXXX OF MY/OUR SECURITIES MAY
BE LOANED TO YOU OR LOANED OUT TO OTHERS, AND (3) RECEIPT OF A
COPY OF THIS AGREEMENT.
SIGNATURES
CORPORATION/PARTNERSHIP/TRUST INDIVIDUALS
__________________________ _______________________
(SIGNATURE OF CORPORATION, PARTNERSHIP OR TRUSTEE(S)
BY ______________________
TITLE ____________________
(SECOND PARTY, IF JOINT ACCT)
ATTEST ___________________
CORPORATE SEAL (IF APPLICABLE)
DATED ____________________ ACCOUNT NO.______________
NOTE: FOR PARTNERSHIPS, ALL GENERAL PARTNERS MUST SIGN
