AGREEMENT
AGREEMENT made and entered into this 13th day of March, 1997, by and
between NICARAGUAN-AMERICAN TOBACCO CO., INC., a corporation organized and
existing under the laws of the State of Delaware and having its principal
offices in the State of New Jersey (hereinafter, the "Importer") and CIGARS BY
SANTA CLARA, N.A., INC., a corporation organized and existing under the laws of
the State of North Carolina and having its principal offices in the State of
North Carolina (hereinafter, the "Buyer").
WHEREAS, Buyer requires a stable supply of its proprietary premium cigars;
and
WHEREAS, Importer has entered into an agreement with Nicaraguan-American
Tobacco Sociedad Anonima, S.A. ("NATSA") in the form attached hereto as Exhibit
A, pursuant to which NATSA has agreed to sell all of its premium cigar
production exclusively to Importer; and
WHEREAS, Importer is willing to sell such products exclusively to Buyer,
and Buyer is desirous of purchasing such products from Importer throughout the
period hereinafter specified;
NOW THEREFORE, in consideration of the foregoing and the obligations of
Importer and Buyer herein contained, the parties do hereby agree as follows:
1. Quantity. Importer agrees to import for sale exclusively to Buyer, and
Buyer agrees to purchase from Importer, a quantity of premium cigars equal to
not less than all of the premium cigars annually imported by Importer from
NATSA.
2. Quality and Price. Importer understands and agrees that Buyer shall
have the exclusive right to designate all products to be produced by NATSA for
sale to Importer. Importer agrees that all premium cigars sold to Buyer
hereunder shall be purchased from NATSA. Cigars provided to Buyer hereunder
shall be of a quality and packaged in a manner approved by Buyer; it being
understood that any premium cigars which are unsaleable at the time of delivery
to Buyer shall be replaced by Importer at no charge to Buyer. The unit price
charged to Buyer shall equal $100 per 1,000 units above amounts invoiced to
Importer by NATSA.
3. Force Majeure. Neither party hereto shall be liable for any failure by
it to make or take any delivery hereunder, or for any delay by it in making or
taking such delivery, if such failure or delay is due to any contingency which
is beyond the reasonable control of such party, including, without limitation,
acts of God, drought or other adverse weather conditions, earthquakes, flood,
fires, explosions, wars, strikes, and any other causes beyond the reasonable
control of the party in question whether of the kind herein enumerated or
otherwise.
4. Term. This Agreement shall become effective from the date first above
written and shall continue in force for a period of one (1) year. This Agreement
shall automatically be
extended for nine (9) additional periods of one-year each unless Buyer shall
give Importer written notice of termination at the end of the initial term or
any such one-year period at least 120 days prior to the end of the initial term
or such one-year period, as the case may be, in which event this Agreement shall
terminate at the end of the initial term or such one-year period, as the case
may be.
5. Successors and Assigns. The benefits of this Agreement shall inure to
the respective representatives and successors of the parties hereto, and the
obligations assumed in this Agreement by the parties hereto shall be binding
upon their respective successors.
6. Assignment. Buyer shall have the right to sell or assign this
Agreement. Importer may not assign this Agreement without the prior written
consent of Buyer.
7. Governing Law. This Agreement shall be construed, interpreted and the
rights of the parties determined in accordance with the laws of the State of
North Carolina without reference to its choice of law provisions.
[signature page follows]
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed and delivered on its behalf by its officer thereunto duly
authorized as of the date first above written.
NICARAGUAN-AMERICAN TOBACCO CIGARS BY SANTA XXXXX,
CO., INC. N.A., INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------- ------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Secretary Title: President
