EXHIBIT 99(b)(1)
CUSTOMER AGREEMENT
Account No.
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Alex. Xxxxx & Sons
INCORPORATED
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Gentlemen:
In consideration for your accepting and carrying for the undersigned one or
more accounts, the undersigned hereby consents and agrees that:
1. MARGIN REQUIREMENTS: 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.
2. PAYMENT OF INDEBTEDNESS UPON DEMAND: The undersigned shall at all
times be liable for the payment 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. Additionally, 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 nor limited to, attorney's fees, incurred and payable or
paid by you shall be payable to you by the undersigned.
3. LIEN: All securities belonging to the undersigned now or hereafter
held, carried or maintained by you in your possession and control for any
purpose, in or for any account of the undersigned, now or hereafter opened,
including any accounts in which the undesigned 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.
4. LIQUIDATION: You shall have the right, in accordance with your general
policies regarding your margin maintenance requirements, as such may be
modified, amended or supplemented from time to time, or if, in you discretion
you consider it necessary for your protection to require additional collateral
at an earlier or later point in time than called for by said general policies,
or in the event that a petition in bankruptcy, or for appointment of a receiver
in filed by or against the undersigned, or an attachment is levied against the
accounts of the undersigned, or in the event of the death of the undersigned, to
sell any or all securities and other property belonging to the undersigned in
the accounts of the undersigned with you, whether carried individually or
jointly with others, to buy any or all securities and other property which may
be short in such accounts, to cancel any open orders and to close any or all
outstanding contracts, all without demand for margin or additional margin,
notice of sale or purchase, or other notice or advertisement. Any such sales or
purchases 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 purchasers for your own account.
5. PLEDGE OF SECURITIES AND OTHER PROPERTY: All securities and other
property now or hereafter held, carried or maintained by you in your possession
in any account 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 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 to
your possession or control for delivery a like amount of similar securities or
other property.
6. INTEREST AND SERVICE CHARGES: Debit balances in each account of the
undersigned will be charged in accordance with your usual custom, and the
undersigned agrees to pay, interest at a rate permitted by the laws of the State
of Maryland. In addition, you may charge and collect from each such account a
service charge for the collection, crediting and disbursement of income and the
furnishing of income tax and other information. Such interest and service
charge will be computed in each account of the undersigned on the net daily
debit balance, which is computed by combining all debit and balances and credit
balances in each account with the exception of credit balances associated with
short security positions.
7. CHANGES IN RATES OF INTEREST AND SERVICE CHARGES: The annual rate of
interest will be 1/2% to 2% above the average prevailing call money rate for the
period for which the interest computation is made. The rate of interest may be
changed without notice in accordance with fluctuations in the call money rate.
Prior written notice will be given in connection with increases in the rate and
amount of interest or service charges for any other reason. Charges in the rate
and amount of interest or service charges for whatever reason will be disclosed
in regular statements provided by you to the undersigned.
8. ACCOUNTS CARRIED AS CLEARING BROKER: 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, 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: (i) orders for
the purchase or sale in said account of securities and other property on margin
or otherwise; and (ii) 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.
9. APPLICABLE RULES AND REGULATIONS: All transactions for the undersigned
shall be subject to the provisions of the Securities Exchange Act of 1934, as
amended, and to the rules and regulations promulgated by the Securities and
Exchange Commission and the Federal Reserve Board, and to the constitution,
rules, regulations, customs and usages of the exchange or market and its
clearing house, if any, where executed by you or your agents.
10. THE LAWS OF THE STATE OF MARYLAND GOVERN: This agreement and its
enforcement shall be governed by the laws of the State of Maryland; shall cover
individually and collectively all accounts which the undersigned may open or
reopen with you, and shall inure to the benefit of your successors whether by
merger, consolidation or otherwise, and assigns, and you may transfer the
accounts of the undersigned to your successors and assigns, and this agreement
shall be binding upon the heirs, executors, administrators, successors and
assigns of the undersigned.
11. COMMUNICATIONS: 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, 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.
12. JOINT AND SEVERAL LIABILITY: If the undersigned shall consist of more
than one individual, their obligations under this agreement shall be joint and
several.
13. WAIVER: Your failure to exercise any right or privilege granted to you
hereby or any waiver by you of the exercise of the same at any time shall not
constitute a waiver thereof on any subsequent occasion; nor shall any notice or
demand addressed by you to the undersigned, nor any forbearance on your part,
constitute a waiver of any such right or privilege.
14. EXTRAORDINARY EVENTS: 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.
15. REPRESENTATION AS TO CAPACITY TO ENTER INTO AGREEMENT: The undersigned,
if an individual, represents that the undersigned is full age, and that unless
you have been notified thereof in writing 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 a broker or as principal in securities, bills or exchange,
acceptances or other forms of commercial paper. The undersigned further
represents that no one except the undersigned has an interest in the account or
accounts of the undersigned with you.
16. SEPARABILITY: 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.
17. TRUTH IN LENDING STATEMENT: The undersigned acknowledges receipt of
your pamphlet, entitled "To Our Customers," which sets forth the terms and
conditions under which interest and service charges will be applied.
SIGNATURES
(Please sign in the appropriate spaces provided immediately below
and in the Lending Agreement section.)
(Individuals) (Partnership)
/s/ Xxxx X. Xxxxx
-------------------------------- -------- --------------------------------
(Date) (Name of Partnership)
By
-------------------------------- -------- -------------------- --------
(Second Party, If Joint Account) (Date) (General Partner) (Date)
(Corporation)
---------------------------------
(Name of Corporation)
(Seal)
Attest By
------------------------ -------- ---------------------- --------
(Date) (Date)
Title Title
------------------------- -----------------------------
LENDING AGREEMENT
To: Alex. Xxxxx & Sons
INCORPORATED
000 X. Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
You are hereby specifically 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.
This agreement shall inure to the benefit of your successors, by merger,
consolidation or otherwise, and assigns, and you may transfer the account of the
undersigned to any such successors or assigns.
SIGNATURES
(Individuals) (Partnership)
/s/ Xxxx X. Xxxxx
-------------------------------- -------- --------------------------------
(Date) (Name of Partnership)
By
-------------------------------- -------- -------------------- --------
(Second Party, If Joint Account) (Date) (General Partner) (Date)
(Corporation)
---------------------------------
(Name of Corporation)
(Seal)
Attest By
------------------------ -------- ---------------------- --------
(Date) (Date)
Title Title
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BRANCH MANAGER APPROVAL
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(Signature)
