AMENDMENT NO. 1 TO
GRANT OF EXCLUSIVE MANUFACTURING RIGHTS
THIS AMENDMENT NO. 1 is made as of the 31st day of December, 1997 (this
"Amendment"), between FAMOUS VALUE BRANDS, a division of XXXXXX XXXXXX
INCORPORATED, a Virginia corporation with offices at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Manufacturer"), CORE-XXXX INTERNATIONAL INC., a Nevada
corporation with offices at 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000 ("Parent"), CORE-XXXX INTERRELATED COMPANIES,
INC., a California corporation with offices at 000 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("Licensor"), and C/M
PRODUCTS, INC., a California corporation with offices at 000 Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxx 000, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 ("C/M Products").
PRELIMINARY STATEMENTS
A. Manufacturer and Grantor entered into that certain Grant of Exclusive
Manufacturing Rights dated as of July 1, 1993 (the "Grant Agreement"),
providing for, among other things, each of Parent, Licensor and C/M Products
to grant and convey to Manufacturer exclusive rights to manufacture for
Grantor (as defined therein) any and all proprietary private label brand
cigarettes
for sale and distribution in the United States, including cigarettes
utilizing the trademark(s) and package designs identified on EXHIBIT A
attached thereto.
B. Manufacturer and each of Parent, Licensor and C/M Products desire to
amend certain provisions of the Grant Agreement as more particularly
described herein, and to continue the Grant Agreement, as amended hereby, the
Manufacturing Agreement for "Best Buy" Cigarettes, dated as of July 1, 1993,
as amended by Amendment No. 1 dated as of the date hereof, between
Manufacturer and C/M Products (the "Private Label Manufacturing Agreement"),
and the Amended and Restated Trademark License Agreement, dated as of July 1,
1993, as amended by Amendment No. 1 dated as of the date hereof, between
Manufacturer and Licensor (the "Amended and Restated Trademark License
Agreement"), in full force and effect on the terms contained therein and
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
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ARTICLE I
AMENDMENTS
Section 1.1 AMENDMENT TO SECTION 1.2. The Grant Agreement is hereby
amended by deleting Section 1.2 thereof in its entirety and inserting in lieu
thereof the following new Section 1.2:
"Section 1.2 MANUFACTURER'S ANNUAL PAYMENTS.
[Section 1.2 has been omitted and filed separately with the Commission pursuant
to Rule 406.]
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Section 1.2 AMENDMENT TO SECTION 4.1. The Grant Agreement is hereby
amended by deleting Section 4.1 in its entirety and inserting in lieu thereof
the following new Section 4.1:
"Section 4.1 TERM. Unless earlier terminated pursuant to Section
4.2 of this Agreement, this Agreement shall continue for an initial term
(the "Initial Term") ending on December 31, 2001. C/M Products shall
have the option, exercisable no later than ninety (90) days prior to the
end of the Initial Term, to extend this Agreement for a single
additional one-year term (the "Extended Term") following the expiration
of the Initial Term. Thereafter, this Agreement shall continue in effect
upon the same terms and conditions for one or more additional one-year
periods (each a "Renewal Period") unless, at least ninety (90) days prior
to the end of the Extended Term, or any successive Renewal Period, either
party provides the other with written notice of its intent not to renew
this Agreement."
ARTICLE II
GENERAL PROVISIONS
Section 2.1 PRE-EXISTING CONTRACTUAL RELATIONSHIP. C/M Products
represents that the pre-existing manufacturing agreement referenced in
Section 1.3 of the Grant Agreement terminated, in accordance
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with its terms and consistent with the rights and obligations of the parties
thereunder, and is no longer of any force or effect.
Section 2.2 NO FURTHER MODIFICATION. The Grant Agreement, the Private
Label Manufacturing Agreement and the Amended and Restated Trademark License
Agreement shall remain in full force and effect on the terms and conditions
contained therein and herein. The Grant Agreement shall not be deemed to be
amended, modified or supplemented in any respect except as expressly set
forth in this Amendment. For purposes of this Amendment, each of the
representations and warranties of Manufacturer in Section 3.1 of the Grant
Agreement shall be deemed to be made by Manufacturer on and as of the date
hereof, and each of the representations and warranties of Parent, Licensor
and C/M Products in Section 3.2 of the Grant Agreement shall be deemed to be
made by each of them on and as of the date hereof.
Section 2.3 SEVERABILITY. If any provision of this Amendment is
determined to be invalid or unenforceable, the provision shall be deemed to
be severable from the remainder of this Amendment and shall not cause the
invalidity or unenforceability of the remainder of this Amendment.
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Section 2.4 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (other than
the choice of law provisions thereof).
Section 2.5 ENTIRE AGREEMENT. The Grant Agreement, as amended by this
Amendment, constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous
agreements, contracts, negotiations and understandings between them (other
than the Private Label Manufacturing Agreement and the Amended and Restated
Trademark License Agreement).
Section 2.6 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Amendment No. 1 to the Grant Agreement has been
duly executed as of the date first above written.
FAMOUS VALUE BRANDS,
a division of
XXXXXX XXXXXX INCORPORATED,
a Virginia corporation
By: /s/ Xxx Xxxxx
---------------------------
Name: Xxx Xxxxx
Title: VP - Discount Brands
Dated: 12/29/97
CORE-XXXX INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
Dated: 12/16/97
C/M PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
Dated: 12/16/97
CORE-XXXX INTERRELATED COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
President
Dated: 12/16/97
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