Exhibit 10.11
GRAND HAVANA ENTERPRISES, INC.
0000 XXXXXXXX XXXXXXXXX, XXXXXXXXX
XXX XXXXXXX, XX 00000
September 26, 2004
Xx. Xxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxx:
When countersigned by you below, this letter will set forth our
understanding and constitute our agreement as to the following:
As of September 26, 2004, Grand Havana Enterprises, Inc. (the "Company")
is indebted to you in the total amount of $2,435,050.42, which represents
$1,722,974.31 in principal and $712,076.11 in unpaid interest accrued as of the
date hereof, as a result of that certain Promissory Note, dated March 1, 2004,
in the principal amount of $2,500,900.81 (the "Outstanding Promissory Note").
You hereby acknowledge and agree that the Outstanding Promissory Note is hereby
cancelled and terminated effective as of the date hereof, without any further
liability or obligations by the Company thereunder and, in consideration for
such cancellation and termination, the Company will issue to you a new,
unsecured promissory note in the amount of $2,435,050.42.
This letter agreement may be executed in two or more counterparts by
original or facsimile signature, each of which when so executed will be deemed
to be an original, and all of which together will be deemed to constitute one
and the same agreement.
If the foregoing is in accordance with your understanding, please so
indicate by signing where provided below and returning one fully-signed copy
hereof to us, whereupon this letter will constitute an agreement fully binding
on the parties hereto in accordance with its terms under the laws of the State
of California.
Very truly yours,
GRAND HAVANA ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
AGREED AND ACCEPTED:
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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