1
EXHIBIT 3
SCHEDULE 13D
CUSIP NO. 112525-10-0 PAGE 5 OF 7 PAGES
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U.S. CLEARING
CORP.
Member New York Stock Exchange
000 Xxxxxxxx Xxx Xxxx, X.X. 10271-0046
MARGIN AGREEMENT
TO: U.S. CLEARING CORP. AND A/C No. 305-30057-1-0
TO: THE INTRODUCING BROKER (MY BROKER) --------------
1. I AGREE AS FOLLOWS WITH RESPECT TO THE MARGIN ACCOUNT I HAVE OPENED WITH
YOU FOR THE PURCHASE AND SALE OF SECURITIES AND/OR THE BORROWING OF FUNDS.
2. I AM OF LEGAL AGE AND NO ONE EXCEPT THE UNDERSIGNED HAS ANY INTEREST IN
THIS ACCOUNT.
3. ALL TRANSACTIONS FOR MY ACCOUNT SHALL BE SUBJECT TO THE CONSTITUTION,
RULES, REGULATIONS, CUSTOMS AND USAGES OF THE EXCHANGE OR MARKET (AND ITS
CLEARING HOUSE, IF ANY) WHERE EXECUTED.
4. ANY AND ALL SECURITIES OR COMMODITIES OR CONTRACTS RELATING THERETO AND ALL
OTHER PROPERTY OF WHATSOEVER KIND BELONGING TO ME OR IN WHICH I MAY HAVE AN
INTEREST HELD BY YOU OR CARRIED FOR MY ACCOUNT SHALL BE SUBJECT TO A
GENERAL LIEN FOR THE DISCHARGE OF MY OBLIGATIONS TO YOU, HOWEVER ARISING
AND WITHOUT REGARD TO WHETHER OR NOT YOU HAVE MADE ADVANCES WITH RESPECT TO
SUCH PROPERTY, AND WITHOUT NOTICE TO ME MAY BE CARRIED IN YOUR GENERAL
LOANS AND MAY BE PLEDGED, RE-PLEDGED, HYPOTHECATED OR RE-HYPOTHECATED,
SEPARATELY OR IN COMMON WITH OTHER SECURITIES AND COMMODITIES OF ANY OTHER
PROPERTY, FOR THE SUM DUE TO YOU THEREON OR FOR A GREATER SUM AND WITHOUT
RETAINING IN YOUR POSSESSION AND CONTROL FOR DELIVERY A LIKE AMOUNT OF
SIMILAR SECURITIES, COMMODITIES OR OTHER PROPERTY.
5. I WILL MAINTAIN SUCH MARGINS AS YOU MAY IN YOUR DISCRETION REQUIRE FROM
TIME TO TIME AND WILL PAY ON DEMAND ANY DEBIT BALANCE OWING WITH RESPECT TO
ANY OF MY ACCOUNTS AND I WILL, AT YOUR REQUEST FROM TIME TO TIME, DEPOSIT
SUCH ADDITIONAL COLLATERAL AS MAY BE REQUIRED BY THE RULES OF ANY EXCHANGE
OR REGULATORY AGENCY OR AS MAY BE CONSIDERED NECESSARY OR APPROPRIATE, IN
YOUR DISCRETION, TO SECURE MY OBLIGATIONS TO YOU. YOU MAY, WHENEVER IN YOUR
DISCRETION YOU CONSIDER IT NECESSARY FOR YOUR PROTECTION, SELL ANY OR ALL
SECURITIES OR COMMODITIES OR CONTRACTS RELATING THERETO HELD IN ANY OF MY
ACCOUNTS, INCLUDING SAFEKEEPING ACCOUNTS, AND YOU MAY BORROW OR BUY IN ANY
SECURITIES OR COMMODITIES REQUIRED TO MAKE DELIVERY AGAINST ANY SALE
EFFECTED FOR ME. SUCH SALE OR PURCHASE MAY BE PUBLIC OR PRIVATE AND MAY BE
MADE WITHOUT ADVERTISING OR NOTICE TO ME AND IN SUCH MANNER AS YOU MAY IN
YOUR DISCRETION DETERMINE AND AT ANY SUCH SALE YOU MAY PURCHASE THE
PROPERTY FREE FROM ANY RIGHT OF REDEMPTION AND I SHALL BE LIABLE FOR ANY
DEFICIENCY.
6. I AGREE TO PAY INTEREST AND SERVICE CHARGES UPON MY ACCOUNT MONTHLY AT THE
PREVAILING RATE AS DETERMINED BY YOU. THE INTEREST CHARGED ON THE AVERAGE
DEBIT BALANCES APPEARS ON THE MONTHLY STATEMENT AND INDICATES RATE AND
PERIOD COVERED. THE RATE MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE DUE TO
FLUCTUATIONS IN MONEY MARKET RATES OR FROM OTHER CAUSES. IT IS COMPUTED BY
THE ORDINARY INTEREST METHOD, WHICH ASSUMES A YEAR TO HAVE 360 DAYS. THE
ACTUAL NUMBER OF DAYS WITHIN THE PERIOD IS USED AS THE NUMERATOR.
7. I AGREE THAT, IN GIVING ORDERS TO SELL, ALL "SHORT" SALE ORDERS WILL BE
DESIGNATED AS "SHORT," AND ALL "LONG" SALE ORDERS WILL BE DESIGNATED AS
"LONG," AND THAT THE DESIGNATION OF A SELL ORDER AS "LONG" IS A
REPRESENTATION ON MY PART THAT I OWN THE SECURITY, AND IF THE SECURITY IS
NOT IN YOUR POSSESSION, THAT IT IS THEN IMPRACTICABLE TO DELIVER THE
SECURITY TO YOU FORTHWITH AND THAT I WILL DELIVER IT AS SOON AS POSSIBLE.
8. REPORTS OF THE EXECUTION OF ORDERS AND STATEMENTS OF MY ACCOUNT SHALL BE
CONCLUSIVE IF NOT OBJECTED WITHIN FIVE DAYS AND TEN DAYS, RESPECTIVELY,
AFTER TRANSMITTAL TO ME BY MAIL OR OTHERWISE.
9. AT ANY TIME AND FROM TIME TO TIME YOU MAY, IN YOUR DISCRETION, WITHOUT
NOTICE TO ME, APPLY AND/OR TRANSFER ANY SECURITIES, COMMODITIES, CONTRACTS
RELATING THERETO, OR ANY OTHER PROPERTY OR EQUITY THEREIN, INTERCHANGEABLY
BETWEEN ANY OF MY ACCOUNTS, WHETHER INDIVIDUAL OR JOINT FROM ANY OF MY
ACCOUNTS TO ANY ACCOUNT GUARANTEED BY ME.
10. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF YOUR SUCCESSORS AND ASSIGNS,
SHALL BE BINDING ON THE UNDERSIGNED, HIS HEIRS, EXECUTORS, ADMINISTRATORS
AND ASSIGNS, AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
11. AGREEMENT TO ARBITRATE ALL CONTROVERSIES
I REPRESENT THAT I UNDERSTAND THE TERMS OF THE ARBITRATION CLAUSE, AS
FOLLOWS:
(A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
(B) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
(C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
(D) THE ARBITRATORS' AWARE IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
(E) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
THE UNDERSIGNED AGREES, AND BY CARRYING AN ACCOUNT OF THE UNDERSIGNED YOU AGREE,
THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US, 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 BEFORE THE NEW YORK STOCK
EXCHANGE, INC. ("NYSE") OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
("NASD"), AND IN ACCORDANCE WITH ITS RULES THEN IN FORCE. I MAY ELECT IN THE
FIRST INSTANCE WHETHER ARBITRATION SHALL BE CONDUCTED BEFORE THE NYSE OR THE
NASD, BUT IF I FAIL 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. JUDGMENT UPON THE AWARD OF ARBITRATORS MAY BE ENTERED IN ANY
COURT, STATE OR FEDERAL, HAVING JURISDICTION.
LENDING AGREEMENT
12. YOU AND ANY FIRM SUCCEEDING TO YOUR FIRM ARE HEREBY AUTHORIZED FROM TIME TO
LEND SEPARATELY OR TOGETHER WITH THE PROPERTY OF OTHERS EITHER TO YOURSELVES OR
TO OTHERS ANY PROPERTY WHICH YOU MAY BE CARRYING FOR ME ON MARGIN. THIS
AUTHORIZATION SHALL APPLY TO ALL ACCOUNTS CARRIED BY YOU FOR ME AND SHALL REMAIN
IN FULL FORCE UNTIL WRITTEN NOTICE OR REVOCATION IS RECEIVED BY YOU AT YOUR
PRINCIPAL OFFICE IN NEW YORK.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THE FOLLOWING: (1) THAT, IN ACCORDANCE
WITH PARAGRAPH #11 I AM AGREEING IN ADVANCE TO ARBITRATE ANY CONTROVERSIES WHICH
MAY ARISE WITH YOU, AND (2) RECEIPT OF A COPY OF THIS AGREEMENT.
XXXXX LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. XxXxx
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XXXXXXX X. XXXXX, ITS GENERAL PARTNER (SIGNATURE OF CO-APPLICANT)
(APPLICANT'S SIGNATURE)
DATE DECEMBER 29, 1997 DATE
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