GRAND HAVANA ENTERPRISES, INC.
Exhibit
10.12
GRAND
HAVANA ENTERPRISES, INC.
0000
Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx
Xxx
Xxxxxxx, XX 00000
September
26, 2004
United
Film Distributors, Inc.
0000
Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxx Xxxxxxx
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 United Film Distributors, Inc., a Delaware corporation
(“United
Film”),
in
the total amount of $798,785.98, which represents $463,635.16 in principal
and
$335,150.82 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
$782,916.88 (the “Outstanding
Promissory Note”).
United Film hereby acknowledges and agrees 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 United Film
a
new, unsecured promissory note in the amount of $798,785.98.
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:
UNITED
FILM DISTRIBUTORS, INC.
a
Delaware corporation
By:
/s/
Xxxxx Xxxxxxx
Name: Xxxxx
Xxxxxxx
Title: President
2
