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EXHIBIT 10.7.1
STATE OF SOUTH CAROLINA
COUNTY OF YORK JOINT VENTURE AGREEMENT
THIS AGREEMENT, made and entered into as of the 26th day of January,
1998 by and among AMERICAN AIRCARRIERS SUPPORT, INC., and GLOBAL TURBINE
SERVICES, INC. (all of whom together are hereinafter collectively sometimes
referred to as "Venturers").
W I T N E S S E T H:
WHEREAS, the parties hereto desire to form a Joint Venture
(hereinafter referred to as the "Venture") for the term and upon the conditions
hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is agreed by and among the parties hereto as follows:
ARTICLE I
BASIC STRUCTURE
1.1 Form and Purpose. The parties hereby form a Venture and agree
to be governed by the laws of the State of South Carolina. The purpose for
which the Venture is organized is to complete the conversion contracts known as
the ABXJT III Project. Completing the contracts includes the conversion from
short to long duct configuration.
1.2 Term. The Venture shall commence on the date first signed and
shall continue until it is dissolved, its affairs are wound up and final
liquidating distributions are made pursuant to this Agreement.
ARTICLE II
FINANCIAL ARRANGEMENTS
2.1 Initial Contributions. Each Venturer has made available to
the initial capital of the Venture property in the amount of $235,000 in cash
or cash equivalent.
2.2. Share of Profits and Losses. The Venture's profits and losses
shall be allocated to the Venturers equally.
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2.3 Distributions. Distributions to the Venturers of net
operating profits of the Venture, as hereinafter defined, shall be made at such
time as the Majority of the Venturers shall reasonably agree. Such
distributions shall be made to the Venturers simultaneously. For the purpose
of this Agreement, net operating profit for any accounting period shall mean
the gross receipts of the Venturer for such period, less the sum of all cash
expenses of operation of the Venture, and such sums as may be necessary to
establish a reserve for operating expenses.
2.4 Compensation. No Venturer shall be entitled to receive any
compensation from the Venture, nor shall any Venturer receive any drawing
account from the Venture.
ARTICLE III
DISSOLUTION
3.1 Dissolution. In the event that the Venture shall hereafter be
dissolved for any reason whatsoever, a full and general account of its assets,
liabilities and transactions shall at once be taken. Such assets may be sold
and turned into cash as soon as possible and all debts and other amounts due
the Venture collected. The proceeds thereof shall thereupon be applied as
follows:
(a) To discharge the debts and liabilities of the Venture and the
expenses of liquidation.
(b) To pay each Venturer or his legal representative any unpaid
salary, drawing account, interest or profits to which he shall then be
entitled.
(c) To repay to any Venturer the capital he made available.
(d) To divide the surplus, if any, among the Venturers or their
representatives according to each Venturer's then Percentage Share of Profits.
ARTICLE IV
MISCELLANEOUS
4.1 Entire Agreement. This Agreement sets forth the entire
Agreement and understanding among the parties. This Agreement
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shall be effective only when signed by all of the parties on the signature
pages hereto.
4.2 Binding Effect - Benefits. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and nothing in this Agreement is intended to confer on any person
other than the parties any rights, remedies, obligations or liabilities
whatsoever.
4.3 Applicable Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws
of the State of South Carolina applicable to contracts made and performed
therein.
4.4 Executing Counterparts. For the convenience of the parties
hereto, this Agreement may be executed in one original and in one or more
counterparts, all of which together shall constitute one and the same document.
4.5 Notices. All notices which are required to be given or may be
given pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if delivered or mailed by registered mail, postage
prepaid as follows:
If to American Aircarriers Support, Inc.:
American Aircarriers Support, Inc.
P. O. Box 7566
Charlotte, NC 28241
If to Global Turbine Services, Inc.:
Global Turbine Services, Inc.
8693 N.W. 66th Street
Miami, FL 33166
4.6 Headings. The headings in the sections of this Agreement are
inserted for convenience only.
4.7 Pronouns. All pronouns used in this Agreement shall be deemed to
include the singular and the plural whenever necessary or appropriate to effect
the intent of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement pursuant
to authority duly given.
AMERICAN AIRCARRIERS SUPPORT, INC.
By /s/ Karl F. Brown
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President
GLOBAL TURBINE SERVICES, INC.
By /s/ Mike Evans
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President