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
(3) 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 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
