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EXHIBIT 10.5
AMENDED AND RESTATED
CONTRACT FOR SALE OF TOBACCO AND CIGARS
This Amended and Restated Contract for Sale of Tobacco and Cigars
("Agreement") made this 22nd day of September, 1997 and effective November 1,
1996 between Tabanica, S.A., whose address is Jalapa, Nicaragua, A NICARAGUAN
CORPORATION, Seller, and THE HAVANA REPUBLIC, INC. whose address is 0000 Xxxxxx
Xxxx, Xxxxxx, XX 00000, A FLORIDA CORPORATION, Buyer.
RECITALS
The parties entered into a Contract for Sale of Tobacco and Cigars on
September 1, 1997. This Agreement is intended to restate, amend and supersede
said Contract.
Therefore, in consideration of their mutual covenants, and for other good
and valuable consideration, receipt of which is acknowledged, the parties agree
as follows:
SECTION ONE
PURCHASE AND SALE
Seller will grow tobacco for cigars, manufacture and deliver finished
cigars and Buyer will accept and buy 625,000 finished cigars of the sizes,
types, and classes in the schedules attached to and incorporated in this
agreement by reference as Exhibit "A" (the "Cigars"), that Seller shall
manufacture all from Seller's tobacco crop grown in 1997.
SECTION TWO
TERM OF AGREEMENT
This agreement shall commence on November 1, 1996, and shall continue
until October 31, 2001.
SECTION THREE
PURCHASE PRICE AND PAYMENT
The purchase price for the Cigars, as set forth hereunder shall be
$616,000 which Seller acknowledges has all been paid by the date hereof.
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SECTION FOUR
DELIVERIES
Seller will deliver to Buyer all of the Cigars in lots of 50,000 each,
per month commencing January 1, 1998, in the mix set forth on Exhibit "A" , for
12 months and 25,000 Cigars in the month thereafter. Buyer shall supply Seller
with boxes and labels, at its own cost, for use exclusively by Seller in
fulfilling this Contract for Buyer.
SECTION FIVE
TRANSPORTATION CHARGES
All Cigars listed in the attached price schedules will be sold and
delivered to buyer F.O.B. point of shipment. Buyer shall be responsible for
payment of transportation and insurance.
SECTION SIX
OUTPUT CAPABILITIES OF SELLER
It is agreed that the output capabilities of Seller with respect to
cigars is necessary to meet the requirements of Buyer. If Seller determines at
any time that some unavoidable calamity will prevent the continuing production
of cigars at the rate contemplated, Seller will immediately notify Buyer of that
fact and state its best estimate of the reduced schedule and the projected date
production will be resumed at the previous rate. If Seller experiences such
unavoidable calamity it should fulfill Buyer's orders prior to anyone else.
SECTION SEVEN
DEALING WITH OTHER PARTIES
Buyer shall be deemed the sole distributor in the United States for
cigars manufactured by Seller during the term hereof or until the earlier sale
by Buyer of its equity interest in Seller. Accordingly, Buyer shall have the
right to purchase, in each year, all or any part of, the cigar production of
Seller at a price equal to Seller's actual cost plus 50% per cigar. Cost shall
include all expenses incurred in the production of cigars. Seller agrees not to
manufacture for or sell any similar goods to any other party whatsoever. The
parties agree that this provision is integral to this Agreement and Buyer would
not allow Seller to manufacture its cigars or utilize its designs otherwise.
Notwithstanding the aforementioned, Buyer acknowledges Seller's previous
commitment to manufacture up to 1,000,000 cigars per year for Cigar Depot, Inc.
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SECTION EIGHT
CONTROLLING LAW
This agreement shall be binding upon each party, its attorneys,
management personnel, agents, successors and assigns. The parties each agree
that Buyer may enforce this agreement either under Florida law or Nicaraguan law
and each agree that Buyer may select venue for any action hereunder either in
Managua, Nicaragua or in Dade County, Florida and each party agrees to submit to
the jurisdiction of the courts sitting in such venue. Service of process may be
made upon the Secretary of State of Florida as agent if enforcement is sought in
Florida.
Executed at Miami, Fla., the day and year first above written.
Tabanica, S.A.
By: /s/
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The Havana Republic, Inc.
By: /s/
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EXHIBIT "A"
CIGAR SIZE MONTHLY QUANTITY
5 X 50 15,000
7-1/2 X 52 15,000
6-1/2 X 46 8,000
7 X 48 12,000
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