CUSTOMER'S AGREEMENT
To: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED
(Hereinafter referred to as "You" or "Your")
In consideration of your accepting or continuing one or more
accounts of the undersigned (whether designated by name, number or
otherwise) and your agreeing to act as brokers for the undersigned in
respect to all accounts, the purchase or sale of securities or commodities
or put and/or call options and whether upon margin or otherwise in which the
undersigned now has or may at any future time have with you or your
successor, including accounts from time to time closed and reopened, the
undersigned agrees as follows:
1. All transactions under this agreement shall be subject to
the constitution, rules, regulations, customs and usages of the exchange or
market, and its clearing house, if any, where the transactions are executed
by you or your agents and, where applicable, to the provisions of the
Securities Exchange Act of 1934, the Commodities Exchange Act, and present
and future acts amendatory thereof and supplemental thereto, and the rules
and regulations of the United States Securities and Exchange Commission, the
Board of Governors of the Federal Reserve System and of the Commodity
Futures Trading Commission.
2. Whenever any statute shall be enacted which shall affect in
any manner or be inconsistent with any of the provisions hereof, or whenever
any rule or regulation shall be prescribed or promulgated by the New York
Stock Exchange Inc., the National Association of Securities Dealers, Inc.,
the United States Securities and Exchange Commission, the Board of Governors
of the Federal Reserve System, and/or the Commodity Futures Trading
Commission or such other securities, commodities, or option exchange or
market as shall have jurisdiction in the premises which shall affect in any
manner or be inconsistent with any of the provisions hereof, the provisions
of this agreement so affected shall be deemed modified or superseded, as the
case may be, by such statute, rule or regulation, and all other provisions
of the agreement and the provisions as so modified or superseded, shall in
all respects, continue to be in full force and effect.
3. Except as herein otherwise expressly provided, no provision
of this agreement shall in any respect be waived, altered, modified or
amended unless such waiver, alteration, modification or amendment be
committed to writing and signed by a member of your organization.
4. All monies, securities, commodities or other property which
you may at any time be carrying for the undersigned (either individually or
jointly with others) or which may at any time be in your possession for any
purpose, including safekeeping, shall be subject to a general lien for the
discharge of all obligations of the undersigned to your, irrespective of
whether or not you have made advances in connection with such securities,
commodities or other property, and irrespective of the number of accounts
the undersigned may have with you, with the right (where permitted by law)
on your part to transfer money or securities from any of my accounts
(otherwise from Regulated Commodity Accounts) to another when in your
judgment such transfer may be necessary.
5. All securities and commodities or any other property, now or
hereafter held by you, or carried by you for the undersigned (either
individually or jointly with others) or deposited to secure the same, may
from time to time and without notice to me, be carried to your general loans
and may be pledged, repledged, hypothecated or re-hypothecated, separately
or in common with other securities and commodities or any other property,
for the sum due to you thereon or for a greater sum as permitted by
regulation, and without retaining in your possession and control for
delivery a like amount of similar securities or commodities.
6. Interest on debit balances shall be charged in accordance
with your interest computation schedules provided under Rule 10b-16 of the
Securities Exchange Act of 1934. All monies which the undersigned owes to
you at any time shall be repayable to you at your principal office in the
City of St. Louis. You may also charge my account with such usual and
customary charges as you may make to cover your services and facilities.
The undersigned agrees to pay you upon demand the reasonable costs and
expenses of collection of the debit balance and any unpaid deficiency in the
accounts of the undersigned (either individually or jointly with others)
with you, including, but not limited to, attorney's fees, incurred and
payable or paid by you.
7. You are hereby authorized, in your discretion, should the
undersigned die or should you for any reason whatsoever deem it necessary
for your project to sell any or all of the securities and commodities or
other property which may be in your possession, or which you may be carrying
for the undersigned (either individually or jointly with others) or to buy
in any securities, commodities or other property of which the account or
accounts of the undersigned may be short, or cancel any outstanding orders
in order to close our the account or accounts of the undersigned in whole or
in part or in order to close out any commitment made in behalf of the
undersigned. Such sale, purchase or cancellation may be made according to
your judgment and may be made at your discretion, on the exchange or other
market where such business is then usually transacted, or at public auction
or at private sale, without advertising the same without notice to the
undersigned or to the personal representative of the undersigned, and
without prior tender, demand or call of any kind upon the undersigned or
upon the personal representatives of the undersigned (which are hereby
expressly waived), and you may purchase the whole or any part thereof free
from any right of redemption, and the undersigned shall remain liable for
any deficiency, it being understood that a prior lender, demand or call of
any kind from you, or prior notice from you, of the time and place of such
sale or purchase shall not be considered a waiver of your right to sell or
buy any securities and/or commodities and/or other property held by you, or
owed you by the undersigned, at any time as hereinbefore provided.
8. The undersigned will at all times maintain margins for said
accounts, as required by you from time to time.
9. The undersigned undertakes, at any time upon demand, to
discharge obligations of the undersigned to you, or, in the event of a
closing of any account of the undersigned in whole or in part to pay you the
deficiency, if any, and no oral agreement or instructions to the contrary
shall be recognized or enforceable.
10. In case of the sale of any security, commodity, or other
property by you at the direction of the undersigned and your inability to
deliver the same to purchaser by reason of failure of the undersigned to
supply you therewith, then and in such event, the undersigned authorizes you
to borrow any security, commodity or other property necessary to make
delivery thereof, and the undersigned hereby agrees to be responsible for
any loss which you may sustain thereby and any premium which you may be
required to pay thereon, and for any loss which you may sustain by reason of
your inability to borrow the security-commodity or other property sold.
11. It is understood and agreed that the undersigned, when
placing with you any sell order for short account, will designate it as such
and hereby authorize you to xxxx such order as being "short", and when
placing with you any order for long account, will designate it as such and
hereby authorizes you to xxxx such order as being "long". Any sell order
which the undersigned shall designate as being for long account as above
provided, is for securities then owned by the undersigned and if such
securities are not then deliverable by you from any account of the
undersigned, the placing of such order shall constitute a representation by
the undersigned. It is impracticable for him then to delivery such
securities to you but that he will deliver them as soon as it is possible
for him to do so without undue inconvenience or expense.
12. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers of the
undersigned, except when you disclose to the undersigned in writing at or
before the completion of a particular transaction that you are acting, with
respect to such transaction, as dealers for your own account or as brokers
for some other person.
13. Reports on the execution of orders and statements of the
accounts of the undersigned shall be conclusive if not objected to in
writing, the former within two days, and the latter within ten days, after
forwarding by you to the undersigned by mail or otherwise.
14. Communications may be sent to the undersigned at the address
given by the undersigned upon opening an account, or at such other address
as the undersigned may hereafter give you in writing, and all communications
so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed
given to the undersigned personally, whether actually received or not.
15. You will not be responsible for delays in the transmission
of orders due to breakdown or failure of transmission or communication
facilities or to any other cause or causes beyond your reasonable control or
anticipation.
16. You are authorized to hold securities of the undersigned in
your name on behalf of the undersigned's account ("in street name"), and the
undersigned understands and agrees that this arrangement is a service to the
undersigned and does not establish a fiduciary relationship. The
undersigned holds you free and harmless for any and all failure to notify
the undersigned of any information and/or notices brought to your attention
as nominee.
17. Arbitration: The undersigned agrees, and by carrying an
account for the undersigned you agree that all controversies which may arise
between us concerning 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 determined
pursuant to the arbitration laws of the State of Missouri, before the
American Arbitration Association, or before the New York Stock Exchange,
Inc. or arbitration facility provided by any other exchange or the National
Association of Securities Dealers Inc. and in accordance with its rules then
obtaining. The undersigned may elect in the first instance whether
arbitration shall be by the American Arbitration Association or by the New
York Stock Exchange, Inc. or other exchange or market facility, but if the
undersigned fails to make such election, by registered letter or telegram
addressed to you at your main office, before the expiration of five days
after receipt of a written request from you to make such election, then you
may make such election. The award of the arbitrators, or of the majority of
them, shall be final, and judgment upon the award rendered may be entered in
any court, state or federal, having jurisdiction.
18. This agreement and its enforcement shall be governed by the
laws of the State of Missouri and its provisions shall be continuous; shall
cover individually and collectively all accounts which the undersigned may
open or re-open with you, and shall inure to the benefit of your present
organization, and any successor organization, irrespective of any change or
changes at any time in the personnel thereof, for any cause whatsoever, and
of the assigns of your present organization or any successor organization,
and shall be binding upon the undersigned, and/or the estate, executors,
administrators and assigns of the undersigned. The invalidity, illegality
or unenforceability of any particular provision of this agreement shall not
affect the other provisions hereof, and this agreement shall be construed in
all respects as if such invalid, illegal or unenforceable provisions were
omitted.
19. The undersigned, if an individual, represents that the
undersigned is of legal age, and represents that the undersigned is not an
employee of any exchange, or of any corporation of which any exchange owns a
majority of the capital stock, or of a member of any exchange, or of a
member firm or member corporation registered on any exchange, or of a bank,
trust company, insurance company or of 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, and that the undersigned will promptly notify you if the undersigned
becomes so employed. The undersigned further represents that no one except
the undersigned has an interest in the account or accounts of the
undersigned with you.
20. The undersigned understands that under Rule 14b-1(c) of the
Securities Exchange Act, you are required to disclose to an issuer the name,
address and securities position of your customers who are beneficial owners
of that issuer's securities, unless the customer objects, and so the
undersigned (either individually or jointly with others) hereby does not
object to your disclosure of such information, unless the undersigned has
otherwise object to same in writing.
21. Until you receive written notice of revocation from the
undersigned, you are hereby authorized to lend, to yourselves as brokers or
to others, any securities held by you on margin for the account of, or under
the control of, the undersigned.
22. This Instrument sets forth the entire agreement with respect
to any and all of the accounts of the undersigned with you, and supersedes
any and all prior and/or contemporaneous agreements as well as all other
agreements which exist between the undersigned and you to the extent that
there is any conflict in those instruments; otherwise they are to be read in
harmony with one another.
BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT MY SECURITIES MAY BE LOANED TO
YOU OR LOANED OUT TO OTHERS.
DATE: March 9, 1989 /S/XXXX X. XXXXXX,
GENERAL PARTNER
SIGNATURE OF CUSTOMER
ADDRESS: X.X. Xxx 000 ----------------------
Caledonia, MI 49316
(IF THIS IS A JOINT ACCOUNT, ALL PERSONS MUST SIGN)
_______________________________________________________
