1
EXHIBIT 10.5
TRI-FAST PARTNERSHIP AGREEMENT
This Agreement entered into as of November 19, 1996, (the
"Commencement Date") among RHI Holdings, Inc. which shall hold its interest on
behalf of Xxxxxxxxx Fasteners, a division of Xxxxxxxxx Holding Corporation
("Fairchild", a a subsidiary of The Xxxxxxxxx Corporation), Banner Aerospace,
Inc. ("Banner") and Xxxxxxx & Lock Management Corporation (Special-T Fasteners)
("Special-T"). Each of the parties, and any future parties to this Agreement
are sometimes collectively referred to herein as "Partners" and each
individually as "Partner".
RECITALS
1. Fairchild, Banner and Special-T (the Partners) desire to form
Tri-Fast S.A.R.L. ("Tri-Fast") as a French corporation. Fairchild wishes to
invest in the corporation to increase recognition of its products in Europe.
Banner wishes to invest in the corporation to market the products of two of
its subsidiaries, Burbank Aircraft Supply, Inc. and Harco, Inc. in Europe.
Special-T wishes to invest in the corporation to market its products in Europe.
Tri-Fast S.A.R.L. will be treated as a partnership for United States income tax
purposes (the "Partnership").
2. Fairchild, Banner and Special-T hold their Partnership
interests for the purpose of owning the French corporation, Tri-Fast, S.A.R.L.
3. Each Party believes benefits shall be derived from the
Partnership and desires to enter into this Partnership.
4. The Corporation's initial marketing office will be in France.
The Partnership's principle place of business will be in Los Angeles,
California.
5. Special-T shall own a 50% interest in the Partnership.
Banner and Fairchild shall each own a 25% interest in the Partnership.
Special-T shall be responsible for 50% of the expenses and Banner and Fairchild
shall each be responsible for 25% of the expenses.
6. Burbank Aircraft Supply, Inc., Harco, Inc. and Special-T will each
pay a fee to the Partnership for sales generated by efforts of the Tri-Fast
marketing representatives. The customers and countries for which fees shall be
paid shall be agreed upon, from time to time, in separate written agreements
which shall be addendums to this Agreement.
7. The Partnership will own 100 of the shares of Tri-Fast, S.A.R.L.
1
2
NOW, THEREFORE, in consideration of the mutual agreements and
covenants contained herein, the parties agree as follows:
1. Formation of Partnership: Fairchild, Banner, and Special-T
shall form the Partnership the purpose of which will be to own the stock of
Tri_Fast, S.A.R.L. "Tri-Fast" as a French S.A.R.L. in France. Initially,
Tri-Fast, S.A.R.L. will operate an office in France. Other Tri-Fast marketing
offices may be opened from time to time. Initially, the French office will be
staffed with two marketing representatives, which number may be changed, from
time to time, upon mutual agreement of the Partners.
The Partnership may do all acts and things necessary to accomplish the
above described purpose(s), and may engage in any activity incidental to the
accomplishment of such purpose(s), but nothing in this agreement (the
"Agreement") shall be construed to authorize any party to act as an agent for
another party or the Partnership, except as specifically provided in this
Agreement. The Partners duties to each other arise under and relate solely to
the business of this Partnership.
2. Ownership of the Partnership. Special-T shall own 50% of the
Partnership. Banner and Fairchild shall each own 25% of the Partnership.
Special-T shall pay 50% of all expenses and receive 50% of all distributions
and profits. Fairchild and Banner shall each pay 25% of all expenses and
shall each receive 25% of all distributions and profits. All tax benefits and
liabilities shall be split 25% to Fairchild, 25% to Banner and 50% to
Special-t.
3. Ownership of the Corporation. The Partnership will own 100%
of Tri-Fast.
4. Capital Contributions and Capital Account
4.1 Initial Capital Contribution. Special-T shall contribute $5,000.00
for initial operating capital to the Partnership ("Initial Capital
Contribution"). Fairchild and Banner shall each contribute $2,500.00 for
initial operating capital which constitutes Xxxxxxxxx'x and Banner's Initial
Capital Contributions.
4.2 Additional Capital Contribution. It is expected that the initial
annual operating budget shall be U.S. $200,000. Special-T, Banner and
Fairchild shall contribute other amounts as mutually determined and agreed upon
(the "Additional Capital Contributions").
Xxxxx Xxxxxx, who shall be the first employee of Tri-Fast, has been on
the payroll of a subsidiary of Fairchild for approximately six months for
purposes of training. Special-T has also contributed to the expense of
training Xx. Xxxxxx. The Partners individually may have incurred other
expenses related to Xx. Xxxxxx. The parties agree that the Partnership
Tri-Fast shall reimburse Special-T and Xxxxxxxxx'x subsidiary for
2
3
training and other reasonable expenses incurred with respect to Xx. Xxxxxx.
The Partners acknowledge and agree that an additional capital contribution or
loan to the Partnership may be required in order to reimburse Xxxxxxxxx'x
subsidiary and Special-T for initial and ongoing expenses of Tri-Fast for which
there is not enough revenue generated by Tri-Fast to pay for those expenses.
4.3 Maintenance of Capital Accounts. "Capital Account" means, with
respect to any Partner, the Capital Account maintained for such Partner in
accordance with the following provisions:
(a) Credits To Capital Accounts: To each Partner's Capital Account there
shall be credited:
(1) such Partner's Initial Capital Contribution;
(2) such Partner's Additional Capital Contributions made from time to
time;
(3) such Partner's distributive share of profits;
(4) any items in the nature of income or gain which are specially
allocated; and
(5) the amount of any Partnership liabilities assumed by such Partner or
which are secured by any property distributed to such Partner.
(b) Debits to Capital Accounts: To each Partner's Capital Account there
shall be debited:
(1) the amount of cash and the property distributed to such Partner
pursuant to any provision of this Agreement;
(2) such Partner's distributive share of losses;
(3) any items in the nature of expenses or losses which are specially
allocated; and
(4) the amount of any liabilities of such Partner assumed by the
Partnership or which are secured by any property contributed by such
Partner to the Partnership.
(c) Transfer of Capital Accounts: If any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to
the extent it relates to the transferred interest.
(d) Capital Account Code and Regulations: In determining the amount of
any
3
4
liability for purposes of Sections (3(a) or 3(b)) hereof, there shall
be taken into account Internal Revenue Code ("Code") Section 752(c)
and any other applicable provisions of the Code and Regulations.
4.4 No Interest on Contributions. No interest shall accrue or be paid on
any contributions by Partners to the capital of the Partnership, and no Partner
shall be entitled to demand a return of its capital contribution, except as
expressly provided in this Agreement.
4.5. Nature of Interests. Except as expressly provided in this Agreement,
all property owned by the Partnership, whether real or personal, tangible or
intangible, shall be deemed to be owned by the Partnership, and none of the
Partners shall have any direct ownership of such property.
4.6. No Assumption. In connection with the formation of the Partnership,
the Partnership shall not and does not assume any liability or obligation of
any Partner except as expressly provided in this Agreement.
5. Books, Records and Reports.
5.1 Preparation of Tax Returns. Fairchild shall prepare all required
federal, state, and local tax returns and submit those returns to the Partners
for review prior to filing. Fairchild shall keep the Partners informed as to
all material issues arising in connection with the preparation of all such
returns, shall take into consideration any views expressed by the Partners on
matters relating to the preparation of any such returns, and shall provide the
Partners such assistance and cooperation (including, without limitation,
reasonable access to documents and financial information) as may be reasonably
necessary to allow the Partners to satisfy their separate federal, state, and
local tax return and other tax obligations.
5.2 Designation of Tax Matters Partner. Fairchild shall be the Tax
Matters Partner of the Partnership as defined in Section 6231(a)(7) of the
Code.
5.3 Financial Records. At all times during the term of the Partnership,
Special-T shall keep complete and accurate books and records (and supporting
documentation) of the Partnership, which books shall be subject to audit by
Fairchild and Banner. Financial statements shall be distributed monthly to
partners.
5.4 Bank Accounts. The Partnership shall maintain accounts for the
deposit and disbursement of all funds of the Partnership. All funds of the
Partnership shall be promptly deposited in such accounts.
5.5 Taxable and Fiscal Year of Partnership. The "Taxable Year" of the
Partnership
4
5
shall be the same as the taxable year of Special-T which begins April 1st of
each calendar year and ends March 31st the following calendar year. The
Partnership's "Fiscal Year" shall mean: (I) the period commencing on the
effective date of this Agreement and ending on March 31, 1997; (ii) any
subsequent twelve month period commencing on April 1st and ending on March
31st; or (iii) any portion of the period described in clause (ii) for which the
Partnership is required to allocate Profits, Losses and other items of
Partnership income, gain, or loss or deduction.
5.6 Income Tax Proceedings. The Tax Matters Partner shall notify the Partners
of all administrative and judicial tax proceedings relating to the Partnership.
The Tax Matters Partner shall have the right to retain professional assistance
in respect of any audit of the Partnership. Expenses of any tax proceedings
undertaken by the Tax Matters Partner shall be paid for out of the
Partnership's assets. The cost of any adjustment to a Partner, and the cost of
any resulting audits or adjustments to a Partner's tax return, shall be borne
solely by the affected Partner.
5.7 Responsibilities regarding Tri-Fast, S.A.R.L. It is understood and agreed
that the Partnership is the 100/% owner of Tri-Fast S.A.R.L. and shall be
responsible for managing the financial records of Tri-Fast S.A.R.L. Fairchild
shall be responsible for the preparation of any and all tax returns relating to
Tri-Fast S.A.R.L. Fairchild shall prepare all required federal, state and
local tax returns and submit those returns to the Partners for review prior to
filing. Fairchild shall keep the shareholders of Tri-Fast, S.A.R.L. informed
as to all material issues arising in connection with the preparation of all
such returns, shall take into consideration any views expressed by the
shareholders on matters relating to the preparation of any such returns and
shall provide the Partners such assistance and cooperation (including, without
limitation, reasonable access to documents and financial information) as may be
reasonably necessary to allow the shareholders to satisfy their separate
federal, state and local tax returns and other tax obligations. Similarly,
Special-T shall be responsible for the preparation of all financial records
relating to Tri-Fast S.A.R.L. Special-T shall keep complete and accurate books
and records (and supporting documentation) of Tri-Fast, S.A.R.L., which books
shall be subject to audit by the other shareholders. Special-T shall circulate
financial statements monthly to each of the shareholders of Tri-Fast S.A.R.L.
6. Product Sales. The products shall be sold as follows: Burbank
Aircraft Supply, Inc., Harco, Inc. and Special-T each will control price
quotations, negotiations and whether and at what price to sell the products
which it distributes. The Corporation's market representatives (the "Market
Representatives") will have no authority to establish prices for the sale of
each Partner's products. The prices shall only be set by Burbank Aircraft
Supply, Inc. for its products, Harco, Inc., for its products and Special-T
for its products. If the potential customers choose to purchase the products,
the potential customer may either contact Burbank Aircraft Supply, Inc., Harco,
Inc. or Special-T directly or through the Market Representative. If the
potential
5
6
customer inquires through a Representative, that Representative shall contact
Burbank Aircraft Supply, Inc., Harco, Inc. or Special-T, whichever the
customer requests. Then, Banner, Fairchild or Special-T shall talk directly
with the customer.
7. Fees Paid to Tri-Fast for Consummated Sales. Burbank
Aircraft Supply, Inc., Harco, Inc. and Special-T shall each pay a fee to the
Partnership for each Consummated Sale (as defined below) initiated and
generated by the efforts of a Tri-Fast Market Representative. The customers
and countries for which fees shall be paid to Tri-Fast shall be agreed upon,
from time to time, in separate written agreements which shall be addendums to
this Agreement. For purposes of this Agreement, "consummated sale" shall mean
"a completed transaction, for which seller has collected receivables for the
sale".
8. Office Expenses. To the extent feasible, expenses for the
Partnership's and the Tri-Fast S.A.R.L. office shall be paid from the
percentage of sales that each Partner pays into the Partnership. However, each
Partner shall remain liable for its percentage share of the office expenses in
accordance with the Partner's percentage interest in the Partnership Interest.
9. Term of Agreement. The term of the Partnership will
automatically extend for one-year periods, unless and until Fairchild, Banner,
or Special-T shall give notice to the other Partners of its intention not to
extend the term of the Partnership, not less than thirty days prior to any
anniversary of the Commencement Date. No termination or expiration of the term
shall, however, affect the rights of the Partners to any partnership
distribution following termination or expiration of the term of the
Partnership. Upon termination or expiration of the term of the Partnership,
the Partnership shall pay, to the extent of its ability to do so, all
obligations of the Partnership, and any amount remaining thereafter shall be
distributed between the Partners pro rata based upon their respective interests
in the Partnership. Any of the Partners may terminate this Agreement
immediately upon: (a) one of the Partner's breach of the Agreement or any of
its obligations hereunder; (b) the insolvency, assignment for the benefit of
creditors, receivership or bankruptcy of one of the Partners; (c) governmental
action, determination, decision or directive which significantly impairs the
effectiveness of the relationship created or (d) 90 days written notice, for
any reason, as provided in the Notice Provision 26.
10. Budget. The Partners, each year, shall develop and mutually
agree upon a Partnership budget which budget shall include a budget for
Tri-Fast S.A.R.L. (the "Budget") for the next year 90 days prior to each
anniversary of the Commencement Date.
If the Partners are not able to agree upon a Budget, the Agreement shall
terminate at the subsequent anniversary of the Commencement Date.
11. Transfer of Interest; Additional Partners. Neither Partner
may sell, assign,
6
7
pledge, alienate or otherwise dispose of its interest in the Partnership,
without the prior written approval of the other Partners; and subject to that
approval, the selling Partner shall offer its interest to the other at the same
price, terms and conditions as are offered by a bona fide third party
purchaser; provided, however, the transfer by a Partner of its interest in the
Partnership to any "Affiliate" of that Partner, or any successor by merger,
shall not be deemed a transfer requiring the transferring Partner (I) to obtain
the approval of the other Partners; or (ii) to offer to sell its interest in
the Partnership to the other Partners. For purposes hereof, an Affiliate of
a Partner shall be deemed to mean and include any person directly or indirectly
controlling or controlled by or under direct or indirect common control with
that Partner. No additional partner shall be admitted to the Partnership
without the prior written approval of each Banner, Fairchild and Special-T.
12. Voluntary Withdrawal. No Partner shall have the right to
withdraw from the Partnership without the consent of each remaining Partner.
If each remaining Partner consents to the withdrawal of the withdrawing
Partner, then there shall be a settlement of the capital accounts. In order to
determine the value of the Partnership at the time of withdrawal, the value of
the Corporation shall be its book value.
13. Withdrawal. Except as otherwise provided in this Agreement,
no Partner shall at any time retire or withdraw from the Partnership or
withdraw any amount out of his Capital Account. Any Partner retiring or
withdrawing in contravention of this Section shall indemnify, defend, and hold
harmless the Partnership and all other Partners (other than a Partner who is,
at the time of such withdrawal, also in default under this Agreement) from and
against any losses, expenses, judgments, fines, settlements, or damages
suffered or incurred by the Partnership or any such other Partner arising out
of or resulting from such retirement or withdrawal.
14. Dissolution.
(a) Dissolution. The Partnership shall be dissolved upon the first of the
following to occur:
(1) Upon the election to dissolve the Partnership by all of the Partners;
(2) Upon the happening of any event of withdrawal with respect to any
Partner, unless there are at least two remaining Partners, and a
majority of the remaining Partners, within ninety (90) days of the
action by or affecting the withdrawing Partner, elect in writing not
to dissolve and to continue the business of the Partnership; or
(3) The entry of a decree of judicial dissolution or the issuance of a
certificate for administrative dissolution.
7
8
Upon dissolution of the Partnership, the business and affairs of the
Partnership shall terminate and be wound up, and the assets of the
Partnership shall be liquidated under this Section 14.
(b) Effective Time of Dissolution. Dissolution of the Partnership shall
be effective as of the day on which the event occurs giving rise to
the dissolution, but the Partnership shall not terminate until there
has been a winding up of the Partnership's business and affairs, and
the assets of the Partnership have been distributed as provided in
Section 16.
(c) Sale of Assets. Upon dissolution of the Partnership, the Partners may
cause any part or all of the assets of the Partnership to be sold in
such manner as the Partners shall determine in an effort to obtain the
best prices for such assets; provided, however, that the Partners may
distribute assets of the Partnership in kind to themselves to the
extent practicable.
15. Articles of Dissolution. Upon the dissolution and
commencement of the winding up of the Partnership, an authorized Partner shall
execute, acknowledge, and file any and all instruments necessary or appropriate
to reflect the dissolution of the Partnership.
16. Distribution of Assets Upon Dissolution. In settling accounts
after dissolution, the assets of the Partnership shall be paid in the following
order:
(a) Creditors. First, to creditors (other than Partners) in the order of
priority provided by law.
(b) Partner Loans. Second, towards repayment of any other outstanding
loans, made by any of the Partners to the Partnership.
(c) Capital Accounts. Third, an amount equal to the then-remaining credit
balances in the Capital Accounts of the Partners shall be distributed
to the Partners in proportion to the amount of such balances.
(d) Partners. Fourth, any remainder shall be distributed to the Partners
of the Partnership in proportion to their respective percentage
interests as described in Section 2.
17. Deficit Capital Accounts. In the event the Partnership is
"liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), if
any Partner's Capital Account has a deficit balance (after giving effect to all
contributions, distributions, and allocations for all taxable years, including
the year during which such liquidation occurs), such Partner shall contribute
to the capital of the Partnership the amount necessary to
8
9
restore such deficit balance to zero in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(3).
18. Distributions in Kind. If any assets of the Partnership are
distributed in kind, such assets shall, except as otherwise agreed by the
Partners, be distributed to the Partners entitled thereto as tenants-in-common
in the same proportions as the Partners would have been entitled to cash
distributions if such property had been sold for cash and the net proceeds
thereof distributed to the Partners. If distributions in kind are made to the
Partners upon dissolution and liquidation of the Partnership, the Capital
Account balances of such Partners shall be adjusted to reflect the Partners'
allocable share of gain or loss which would have resulted if the distributed
property had been sold immediately prior to such distribution at its fair
market value.
19. Management and Voting Rights. The Partnership shall be
managed by all of its Partners. The Partners shall meet semi-annually to
discuss Partnership business. Special-T shall be responsible for keeping the
records of the Partnership and for keeping the minute book of Tri-Fast,
S.A.R.L. After each Corporation and Partnership meeting, Special T shall
distribute to each of the Partners and/or shareholders the minutes of the
meeting to each of the Partners and/or Shareholders. It is understood and
agreed that the respective holdings of the Partners of any voting shares of, or
voting interests in, the Partnership shall be as follows: Special-T: 50%;
Fairchild: 25%; Banner: 25%.
The Partners may elect one or more managers, officers, or agents who
may, but need not, be related to the Partners of the Partnership, with such
titles, duties and compensation as may be designated by the Partners, subject
to any applicable restriction specifically provided in this Agreement.
20. Limitations. Notwithstanding the foregoing, no Partner shall,
without the consent of Partners holding (in the aggregate) at least 75% of the
Voting Percentage Interests (a "Supermajority of the Partners") have the
authority to take any of the following actions except as specifically
authorized herein:
(a) Incur Indebtedness or Obligations. Endorse any note, act as an
accommodation party, or otherwise become surety for any person in such
a manner as to bind the Partnership or any Partner; borrow or lend
money on behalf of the Partnership; make, deliver, or accept any
commercial paper for or on behalf of the Partnership; execute any
mortgage, security agreement, bond, or lease with respect to any
property for or on behalf of the Partnership; or purchase, contract to
purchase, sell, or contract to sell any property for or on behalf of
the Partnership.
(b) Draws on Partnership. All checks drawn on the account or accounts of
the
9
10
Partnership, in an amount of $50,000 or greater, or any series of
related checks, which are outside the ordinary course of business, and
which aggregate more than $50,000, shall require two signatures, one
signature from a senior officer representing one Partner, and one
signature from a senior officer representing one of the two remaining
Partners who has not yet signed the check.
(c) Encumber Property. Sell, assign, transfer, mortgage, pledge, create a
security interest in, or hypothecate any Partnership property to any
person, firm, or corporation, other than the parties hereto.
(d) Confess Judgment. Confess a judgment against the Partnership.
21. Confidentiality. Subject to applicable law, each Partner
agrees to maintain the confidentiality of this Agreement and of any proprietary
or confidential information relating to the Partnership and the other
Partner(s) to which such Partner has or obtains knowledge or access through
such Partner's position as a Partner. Notwithstanding anything to the contrary
contained in this Agreement, any proprietary or confidential information of the
Partnership and the other Partner(s) shall be disclosed only to those officers,
directors, employees and agents of such Partner having a need to know such
information for purposes of performing their duties, and engaging in
activities, contemplated by this Agreement. Each Partner shall (and shall
cause its officers, directors, employees and agents to) treat the proprietary
and confidential information of the Partnership and the other Partner(s) with
the same degree of confidentiality that is customarily afforded to each
Partner's own confidential information of equivalent significance. Upon the
termination of the Partnership, all proprietary and confidential information
that is contained in any written or other physical form shall be returned to
the appropriate Partner by the other Partner(s) (or destroyed with no copies
retained). Notwithstanding the foregoing, the confidentiality requirement set
forth in this Section 20 shall not apply to the proprietary and confidential
information of the Partnership or the other Partner(s) that is (a) generally
available to the public other than as a result of wrongful disclosure by the
Partner or its officers, directors, employees or agents, (b) available to such
Partner on a nonconfidential basis from a source other than the Partnership,
the other Partner(s), or their respective officers, directors, employees or
agents, or (c) known by such Partner prior to such access or disclosure, or
independently discovered or developed by such Partner without use of the
proprietary and confidential information of the Partnership.
22. Compensation of Partners. Except as may be agreed upon by
vote of all the Partners, no Partner shall receive any salary, commission, or
fee for services rendered to the Partnership.
23. Compliance with Laws. The Partners shall conduct the business
of the Partnership in compliance with all applicable laws of the United States
of America and
10
11
the jurisdictions where the Partnership does business.
24. Arbitration. Any dispute arising out of this contract shall
be settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and judgment on the award
rendered by the Arbitrator may be entered in any court having jurisdiction.
The arbitrator shall be a retired judge of the Los Angeles Superior Court
jointly agreed to; if the parties cannot agree, the Presiding Judge of the Los
Angeles Superior Court shall appoint the arbitrator. In addition to the
Commercial Arbitration Rules, the parties to said arbitration shall have all
rights to conduct discovery pursuant to the California Code of Civil Procedure
and the Arbitrator shall have the power to compel discovery pursuant to the
Code of Civil Procedure.
25. Governing Law. The Partnership shall be conducted as a
general partnership under California law.
26. Partnership Agreement controls. Each of the Partners
acknowledges and agrees that if there is a dispute arising from differing
provisions in this Partnership Agreement and the By-laws of Tri-Fast
S.A.R.L., then the provisions in this Partnership Agreement control and
supersede the By-laws of Tri-Fast S.A.R.L.
27. No Waiver. Any waiver of any provision of this Agreement by
either party, shall not be construed as a waiver of any other provision of this
Agreement, nor shall such waiver be construed as a waiver of such provision
respecting any future event or circumstances.
28. Notices. All notices shall be in writing and shall be deemed
served fourteen (14) days after deposit in registered, certified or first-class
mail, postage prepaid, to the parties at the addresses indicated or such other
addresses as designated by written notice.
RHI Holdings, Inc.
------------------
000 Xxxx Xxxxxxx Xxxx
X.X. Xxx 00000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, General Counsel
Banner Aerospace, Inc.
---------------------
X.X. Xxx 00000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx Xxxxxxxxx, Xx. Vice President
Special-T Fasteners
-------------------
00000 Xxxxxxxx Xxxxxx
00
00
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx Xxxxxxx, President
29. Entire Agreement; Amendments. This Agreement constitutes the
entire agreement between the parties. This Agreement may be changed or amended
only by a written instrument duly signed by all the parties hereto.
30. Survival. In the event any provision of this Agreement
conflicts with the law under which this Agreement is to be construed, or if any
provision is held illegal or unenforceable in whole or in part, then such
provision shall be construed and enforced to such extent as it may be legal and
enforceable, and all other provisions of this Agreement shall be given effect
separately therefrom and shall not be affected thereby.
31. Captions. The captions of the several sections of this
Agreement have been inserted for convenience only and do not constitute a part
of this Agreement.
[The remainder of this page has been left blank intentionally.]
12
13
IN WITNESS WHEREOF, to be legally bound hereby, the parties hereto
have executed this Agreement on the date and year first written above.
PARTNER PARTNER
------- -------
XXXXXXX LOCK R.H.I. HOLDINGS, INC.
MANAGEMENT CORPORATION
-------------------------- -------------------------
Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxx
PARTNER
-------
BANNER AEROSPACE, INC.
-------------------------
Xxxxxx Xxxxxxxxx
