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EXHIBIT A
INSTITUTIONAL CLIENT'S AGREEMENT
FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER BROKER
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Gentlemen:
In consideration of your opening and carrying one or more accounts of
the undersigned for the purchase and sale of property, the undersigned agrees as
follows:
1. The word "property" as used herein shall mean all securities, including
but not limited to monies, stocks, options, bonds, notes, futures
contracts, commodities, certificates of deposit and other obligations,
contracts or securities. "You" or "your" means PaineWebber
Incorporated, its successor firms, subsidiaries, correspondents or
affiliates and employees.
2. All transactions for the undersigned shall be subject to the
constitution, rules, regulations, interpretations, by laws, customs and
usages of the exchange or market and its clearing house, if any, where
the transactions are executed. Such transactions are also subject,
where applicable, to the provisions, rules and regulations of the
Securities and Exchange Commission, the Commodity Futures Trading
Commission and the Board of Governors of the Federal Reserve System in
existence at this time and as later amended and supplemented.
3. You may change the terms of this Agreement at any time upon prior
written notice to the undersigned. If such changes are not acceptable,
the undersigned will notify you in writing of such non-acceptance and
the undersigned's account(s) will be cancelled. The undersigned will
remain liable for any outstanding debits and/or charges on the
account(s). By continuing to accept the services offered by you, the
undersigned indicates the acceptance of these changes.
4. All orders for the purchase and sale of any property will be given by
the undersigned and executed with the distinct understanding that an
actual purchase or sale is intended and that it is the intention and
obligation of the undersigned in every case to deliver property to
cover any and all sales and in the case of purchases to receive and pay
for property and that the undersigned will do so upon your demand. In
case you make a short sale of any property at the direction of the
undersigned or in case the
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undersigned fails to deliver to you any property which you have sold
at the direction of the undersigned, you are authorized to borrow the
property necessary to enable you to make delivery to the purchaser
and the undersigned agrees to be responsible for the cost or loss you
may incur, or the cost of obtaining the property if you are unable to
borrow it. No settlement of the undersigned's account(s) may occur
without your first receiving all property for which the account is
short and all property in which the account(s) are long being paid for
in full and the property then delivered. You and your correspondents
are constituted agents of the undersigned to complete all such
transactions and are authorized to make advances and expend monies as
are required.
5. The undersigned, when placing with you any sell order for a short
account, will designate it as such and hereby authorizes you to xxxx
the order as being "short". When placing with you any order for a
long account, the undersigned will designate it as such and hereby
authorizes you to xxxx the order as being "long". Any sell order
which the undersigned shall designate as being for a long account is
for property which is owned by the undersigned and, if you are unable
to deliver this property from any account(s) of the undersigned, the
placing of the order will constitute a representation by the
undersigned that the securities will be delivered as required and
that the undersigned will reimburse you for any expense incurred.
6. All property held or purchased shall be subject to a lien in your
favor for the discharge of all indebtedness and other obligations of
the undersigned, however and whenever arising, and may be held by you
as security for the payment of any such obligations or indebtedness
to you in any account you maintain for the undersigned. You are
authorized without notice to the undersigned whenever you deem it
advisable from time to time (a) to transfer interchangeably between
accounts of the undersigned any or all property so held, without
regard to whether you have in your possession or subject to your
control other property of the same kind and amount and (b) in the
usual course business to pledge, repledge, hypothecate (either for
the amount owed you or for a greater or lesser sum) and lend the same
to you as broker or to others from time to time, separately or
commingled with property carried for other clients, and you shall not
be required to deliver to the undersigned the same property but only
property of the same kind and amount.
7. The undersigned shall at all times be liable for the payment of any
amounts advanced, any debit balance or other obligations owing in any
account(s) of the undersigned with you and the undersigned shall be
liable to you for any
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deficiency remaining in any such account(s) in the event of the
liquidation thereof, in whole or in part, by you or the undersigned.
The undersigned shall make payment of any such balance, obligation,
deficiency, indebtedness, including interest and commissions, upon
demand, and any costs of collection, including attorney's fees, if
incurred by you.
8. All amounts advanced and other balances due shall be charged interest
in accordance with your usual custom which may include the
compounding of interest, including any increases in rates which
reflect adjustments in the call money rate, and such other charges as
you may make to cover your facilities and extra services. Payment of
all amounts advanced and other balances due, together with the
interest thereon, shall be made by the undersigned to you at any of
your offices which will act as the undersigned's agent for the
transmittal of such amounts and other balances due to you at New
York, New York.
THE UNDERSIGNED HAS READ AND UNDERSTANDS THE STATEMENT OF CREDIT
PRACTICES DESCRIBING INTEREST CHARGES PRINTED ON THE REVERSE SIDE
9. You may employ sub brokers and shall be responsible only for
reasonable care in their selection. You may deal with market makers
or members of any exchange known as specialists or known as odd lot
dealers and in the execution of orders they may act as sub brokers
for the undersigned and may also buy or sell the property for
themselves as dealers for their own account.
10. The undersigned agrees to maintain in account(s) with you such
positions and margin as required by all applicable statutes, rules,
regulations, procedures, and customs, or as you deem necessary or
advisable and, where applicable, to satisfy any and all margin calls
issued in connection with such business.
11. You shall have the right in accordance with your general policies
regarding your margin maintenance requirements in existence at the
time, or, if in your discretion you consider it necessary for your
protection to require additional collateral or the liquidation of any
account of the undersigned, or in the event a petition in bankruptcy
or for appointment of a receiver is filed by or against the
undersigned, or an attachment is levied against the account(s) of the
undersigned to sell any or all property in the account(s) of the
undersigned with you, whether carried individually or jointly with
others, to buy any or all 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. Any such sales or purchases may be made at
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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 is understood 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.
12. The undersigned expressly agrees you will not be bound by any
representation or agreement made by any of your employees or agents
which purports to affect or diminish your rights under this
agreement.
13. In the event any one or more of the provisions contained in this
agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such finding or holding shall only
affect the provision(s) involved and the remainder of this agreement
and the application of all provisions shall not be affected.
14. The undersigned's address below is and will continue to be a correct
address until your Lincoln Harbor Office receives written notice of
any change. Notices and communications sent to the undersigned at
such address will constitute personal delivery to the undersigned,
whether actually received or not. All reports of execution of orders
and account statements shall be conclusive if not objected to by the
undersigned in writing immediately by notice sent to you by
registered mail.
15. All transactions made for the account(s) of the undersigned shall be
governed by the terms of this agreement. This agreement and its
enforcement shall be construed and governed by the laws of the State
of New York, and shall be binding upon the undersigned, its
successors and assigns.
16. - 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 ARBITRATOR'S 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.
I AGREE, AND BY CARRYING AN ACCOUNT FOR ME PAINEWEBBER AGREE(S), THAT
ANY AND ALL CONTROVERSIES WHICH MAY ARISE BETWEEN ME AND PAINEWEBBER
CONCERNING ANY ACCOUNT, TRANSACTION, DISPUTE OR THE CONSTRUCTION,
PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT, WHETHER
ENTERED INTO
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PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD UNDER
AND PURSUANT TO AND BE GOVERNED BY THE FEDERAL ARBITRATION ACT, AND
SHALL BE CONDUCTED BEFORE AN ARBITRATION PANEL COVENED BY THE NEW
YORK STOCK EXCHANGE, INC. OR THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. I MAY ALSO SELECT ANY OTHER NATIONAL SECURITY
EXCHANGE'S ARBITRATION FORUM UPON WHICH PAINEWEBBER IS LEGALLY
REQUIRED TO ARBITRATE THE CONTROVERSY WITH ME, INCLUDING, WHERE
APPLICABLE, THE MUNICIPAL SECURITIES RULE-MAKING BOARD. SUCH
ARBITRATION SHALL BE GOVERNED BY THE RULES OF THE ORGANIZATION
CONVENING THE PANEL. I MAY ELECT IN THE FIRST INSTANCE THE
ARBITRATION FORUM, 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 (5) 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 OF
COMPETENT 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; 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;
(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.
I EXPRESSLY AGREE THAT SERVICE OF PROCESS IN ANY ACTION SHALL BE
SUFFICIENT IF SERVED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT
MY LAST ADDRESS KNOWN TO YOU. I EXPRESSLY WAIVE ANY DEFENSE TO
SERVICE OF PROCESS AS SET FORTH ABOVE.
17. This agreement may be assigned by you and will inure to the benefit
of your successors and assigns and you may transfer or assign the
account(s) of the undersigned to them, which shall be binding on the
undersigned, its successors and assigns.
18. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT YOU AND
YOUR SUCCESSORS AND ASSIGNS ARE AUTHORIZED IN THE USUAL COURSE OF
BUSINESS TO LEND, RELEND, HYPOTHECATE, REHYPOTHECATE, PLEDGE OR
REPLEDGE SEPARATELY OR TOGETHER WITH THE PROPERTY OF OTHERS EITHER TO
YOURSELVES OR TO OTHERS ANY PROPERTY WHICH YOU MAY BE CARRYING FOR
THE UNDERSIGNED ON MARGIN. THIS AUTHORIZATION SHALL APPLY TO
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ALL ACCOUNTS CARRIED BY YOU FOR THE UNDERSIGNED AND SHALL REMAIN IN
FULL FORCE UNTIL WRITTEN NOTICE OF REVOCATION IS RECEIVED BY YOU. BY
SIGNING THIS AGREEMENT THE CUSTOMER ACKNOWLEDGES THAT:
1. THE SECURITIES IN THE CUSTOMER'S MARGIN ACCOUNT MAY BE
LOANED TO THE BROKER OR LOANED OUT TO OTHERS;
2. THE CUSTOMER HAS RECEIVED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 1 AT
PARAGRAPH 16.
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SIGNATURE PLEASE PRINT NAME AND TITLE DATE
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NO. OR STREET ADDRESS CITY OR TOWN STATE POSTAL CODE
