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of this agreement so affected shall be deemed modified or superseded, as the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of the agreement and the provisions as so modified or superseded, shall in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 the Compliance Director or Treasurer 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 (except
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.
DISCLOSURES REGARDING LIQUIDATIONS AND COVERING
POSITIONS
The customer should clearly understand that, notwithstanding a general
policy of giving customers notice of a margin deficiency, the broker is not
obligated to request additional margin from the customer in the event the
customer's account falls below minimum maintenance requirements. More
importantly, there will be circumstances where the broker will liquidate
securities and/or other property in the account without notice to the
customer to ensure that minimum maintenance requirements are satisfied.
7. You shall have the right, in accordance with your general
policies regarding margin maintenance requirements, to require additional
collateral or the liquidation of any securities and other property whenever,
in your discretion, you consider it necessary for your protection including,
but not limited to, the following events: the failure of the undersigned to
promptly meet any calls for additional collateral; the filing of a petition
of bankruptcy by or against the undersigned; the levying of an attachment
against any account of the undersigned or in which the undersigned has an
interest or; the death of the undersigned. In such event, you are
authorized to sell any and all securities and other property in any account
of the undersigned, whether carried individually or jointly with others, to
buy all securities or other property which may be short in such account(s),
to cancel any open orders and to close any or all outstanding contracts, all
without demand for margin or additional margin, other notice of sale or
purchase, or other notice or advertisement each of which is expressly waived
by the undersigned. 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
purchaser for your own account. It is understood that a 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 demand or
notice as herein provided.
8. The undersigned will at all times maintain margins for said
accounts, as required by you from time to time. No arrangement conflicting
with your usual requirements for margin shall be binding upon you or have
any effect unless expressly agreed to in writing and signed by your
Compliance Director or Treasurer.
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 the 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 premiums 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. The undersigned understands and agrees that any order to
sell "short" will be designated as such by the undersigned and hereby
authorizes you to xxxx such order as being "short". All other sell orders
will be for securities owned ("long"), at that time, by the undersigned and
by placing the order the undersigned affirms that he will deliver the
securities on or before the settlement date.
12. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers for 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 of 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
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. 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.
18. 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.
19. 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.
20. 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.
ARBITRATION DISCLOSURES
- 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 proceedings.
- The arbitrators' award 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.
- The panel of arbitrators will typically include a minority
of arbitrators who were or are affiliated with the
securities industry.
21. 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
or on 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 New York Stock
Exchange, Inc. or arbitration facility provided by any other exchange of
which you are a member or the National Association of Securities Dealers,
Inc. and in accordance with its rules thereby obtaining. The undersigned
may elect in the first instance whether arbitration shall be by the New York
Stock Exchange, Inc. or other exchange or market facility of which you are a
member or the National Association of Securities Dealers, Inc., 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. 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 action 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.
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.
BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT:
1. The securities in the margin account of the undersigned may
be loaned to you or loaned out to others and;
2. The undersigned has received a copy of this agreement.
* THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 21
ABOVE.
DATE: June 16, 1994 /s/ XXXXX X. MOL
SIGNATURE OF CUSTOMER
ADDRESS: 3075 Xxxxxxx ______________________
(IF THIS IS A JOINT
ACCOUNT, ALL PERSONS
MUST SIGN)
Xxxxxxxxxxx, XX 00000 Xxxxx X. Mol
(PLEASE PRINT NAME)
