Exhibit 2
CUSTOMER AGREEMENT WITH XXXXXXXXX,
LUFKIN & XXXXXXXX SECURITIES CORPORATION
XXXXXXXXX, LUFKIN & XXXXXXXX
Securities Corporation
000 Xxxx Xxxxxx - Xxx Xxxx, Xxx Xxxx 00000
CUSTOMER AGREEMENT
In consideration of your accepting and carrying for the undersigned
one or more accounts, the undersigned hereby consents and agrees that
APPLICABLE RULES AND REGULATIONS
1. All transactions for the undersigned shall be subject 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, including your
subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities, commodities and other
property," as used herein shall include, but not be limited to money,
securities and commodities of every kind and nature and all contracts
and options relating thereto, whether for present or future delivery.
LIEN
3. All securities, commodities and other property now or hereafter held,
carried or maintained by you in your possession and control for any purpose,
in or for any of the accounts of the undersigned, now or hereafter opened,
including accounts 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, commodities 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.
LIQUIDATION
4. 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 your 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 is 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, commodities and
other property in the accounts of the undersigned with you whether carried
individually or jointly with others, to buy any or all securities, commodities
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. It being 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.
PAYMENT OF INDEBTEDNESS UPON DEMAND
5. 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
6. 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, attorney's fees, incurred and payable or paid by you shall
be payable to you by the undersigned.
PLEDGE OF SECURITIES, COMMODITIES AND OTHER PROPERTY
7. All securities, commodities, and other property now or thereafter held,
carried or maintained by you in your possession 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, commodities 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, commodities or other property.
MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION
8. The undersigned will at all times maintain such securities, commodities and
other property in the accounts of the undersigned for margin purposes as you
shall require from time to time and the monthly debit balances or adjusted
balances in the accounts of the undersigned with you 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 be added to
the opening balance for the next charge period unless paid.
You may exchange credit information about the undersigned with
others. You may request a credit report on the undersigned and, upon request,
you will state the name and address of the consumer reporting agency that
furnished it. If you extend, update or renew the undersigned's credit, you
may request a new credit report without telling the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
9. 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.
NON-INVESTMENT ADVICE
10. The undersigned acknowledges that you will not provide the undersigned
with any legal, tax or accounting advice, that your employees are not
authorized to give any such advice and that the undersigned will not solicit
or rely upon any such advice from you or your employees whether in connection
with transactions in or for any of the accounts of the undersigned or
otherwise. In making legal, tax or accounting decisions with respect to
transactions in or for the accounts of the undersigned or any other matter,
the undersigned will consult with and rely upon its own advisors and not you,
and you shall have no liability therefor.
SCOPE AND TRANSFERABILITY
11. This agreement 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.
EXTRAORDINARY EVENTS
12. 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.
REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT
13. The undersigned, if an individual, represents that the undersigned is of
full age, that unless otherwise disclosed to you 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 firm or member
corporation registered on any exchange or of a bank, trust company, insurance
company or of any corporations, firm or individual engaged in the business of
dealing either as a broker or as principal in securities, bills of 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.
JOINT AND SEVERAL LIABILITY
14. If the undersigned shall consist of more than one individual, their
obligations under this agreement shall be joint and several. The undersigned
have executed the Joint Account Agreement and made the election required
therein.
OPTION TRANSACTIONS
15. If at any time the undersigned shall enter into any transaction for the
purchase or resale of an option contract, the undersigned hereby agrees to
abide by the rules of any national securities association, registered
securities exchange or clearing organization applicable to the trading of
option contracts and, acting alone or in concert, will not violate the
position or exercise limitation rules of any such association or exchange or
of the Options Clearing Corporation or other clearing organization.
SEPARABILITY
16. 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 conditions were not
contained here.
HEADINGS ARE DESCRIPTIVE
17. 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.
ARBITRATION DISCLOSURES
18. - 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.
AGREEMENT TO ARBITRATE CONTROVERSIES
19. IT IS AGREED THAT ANY CONTROVERSY BETWEEN US ARISING OUT OF YOUR
BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION CONDUCED
BEFORE THE NEW YORK STOCK EXCHANGE, INC. OR ANY OTHER NATIONAL SECURITIES
EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND
ONLY BEFORE SUCH EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS,
INC., AS THE UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING
OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON
THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF
INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE
EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITH FIVE (5) DAYS OF SUCH
DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF
THE UNDERSIGNED.
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.
THE LAWS OF THE STATE OF NEW YORK GOVERN
20. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
LOAN CONSENT
21. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES
NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO
OTHERS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN
PARAGRAPH 19 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF
THIS AGREEMENT.
SIGNATURES
(If a Corporation, Partnership or Other Entity) (If Individuals)
- ------------------------------------------- ---------------------------
(Name of Entity) (Name of Individual)
________________________________
(Second Party, If Joint Account)
By__________________________________________
Title_______________________________________
SEAL
DATED___________________________ ACCOUNT
NO______________________________
