EXHIBIT 10.1
May 13, 2005
Orchestra Finance L.L.P.
Xx. 0 Xxxxxxxxx Xxxxxxx
Xxxxxx X0 0XX
Xxxxxxx
Attention: Xx. Xxxx Xxxxxxx, Managing Partner
Gentlemen:
This letter agreement ("Letter Agreement"), dated as of May 13, 2005, is between
Chartwell International, Inc. ("Chartwell"), a Nevada corporation, and Orchestra
Finance L.L.P., a company organized under the laws of the United Kingdom (the
"Introducer"). From time to time, Introducer agrees to introduce Chartwell to
accredited and qualified foreign investors ("Investors") for possible purchase
of common shares issued by Chartwell on a private placement basis.
("Transaction"). The Introducer, for purposes of U.S. law, is a foreign entity
domiciled outside the U.S., does not conduct any securities business in the
U.S., and is not licensed as a broker-dealer in the U.S. however, the Introducer
is authorized and regulated by the Financial Services Authority in the United
Kingdom.
1. Compensation. Subject to the terms set forth in this letter, it is agreed
that with respect to each Transaction that is consummated with Investors,
Chartwell will pay Introducer five percent (5%) cash and five percent (5%) in
common shares (the "Fee") of the purchase price of an Investment paid by
Investors (each, the "Purchase Price");
Chartwell shall only be obligated to pay a Fee to Introducer upon
consummations of a Transaction with Investors. Chartwell shall have no
obligation to enter into any Transaction.
2. Representations and Covenants. Introducer represents and covenants that:
(a) The actions of Introducer introducing Chartwell to Investors to engage in
Transactions as set forth herein, the payments to Introducer of a Fee for making
such introductions, and the receipt of such Fee by Introducer, will not violate
any law and do not require the holding of any license that is not presently held
by Introducer;
(b) Orchestra Finance L.L.P. is duly organized, validly existing and in good
standing under the laws of the United Kingdom. The Introducer has all requisite
capacity and authority to execute this Letter Agreement and to discharge its
duties hereunder and has taken all necessary action to authorize such execution,
delivery and performance, and obligations under the Letter Agreement, and upon
execution, constitutes enforceable obligations against it;
(c) Introducer will assist Chartwell by obtaining, providing or verifying such
information as may be required to permit Chartwell to fulfill its obligations
under the U.S. Patriot Act and any similar laws or regulations to which it is
subject with respect to Investors; and 3. Confidentiality. Introducer and
Chartwell mutually agree to keep confidential any information they exchange
directly or indirectly ("Information") with respect to this Letter Agreement or
any transaction, including but not limited to Transaction term sheet and
documentation and Transaction marketing materials.
4. Notices and Wiring Instructions. Any notice or communication required to be
given by either party hereunder shall be in writing and shall be hand delivered
or sent by certified or registered mail, return receipt requested, to the party
receiving such communication at the address specified below or such other
address as the relevant party may specify to the other party in the future:
If to Introducer:
Orchestra Finance L.L.P.
Xx. 0 Xxxxxxxxx Xxxxxxx
Xxxxxx X0 0XX, X.X.
Xxxxxx Instruction:
Account No.: 3108450892
ABA No.: 000000000
Citibank F.S.B.
If to Chartwell:
Xxxxxx eng & Xxxxxxxx
0000 Xxxxxx Xxx., Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, Secretary
With a required copy to:
Xxxxxx Eng Counsel
at the same address.
5. Independent Obligations. Nothing in this Letter Agreement shall be deemed to
constitute the parties hereto partners, joint-ventures, employer-employee or
principal-agent.
6. Termination. Subject to the terms of this Section, this Letter Agreement
shall be terminated on July 31, 2005. Upon termination of this Letter Agreement,
Chartwell shall have no liability or continuing obligation to Introducer, except
for any portion of the Fee due and not paid to Introducer with respect to
Transactions consummated prior to the termination of this Letter Agreement.
7. Governing Law. The terms of this Letter Agreement constitute the entire
agreement of the parties hereto and shall be governed by and construed in
accordance with the laws of the State of Nevada without reference to the
conflict of laws provisions thereof.
Chartwell and Introducer hereby acknowledge their agreement to the terms of this
letter Agreement as of the date above be executing below. This Letter Agreement
may be executed in counterparts, each of which will be deemed an original.
Chartwell International, Inc.
By:_____________________
Name: Xxxxx Xxxxx
Title: Secretary
ORCHESTRA FINANCE L.L.P.
By:_______________________
Name: Xxxx Xxxxxxx
Title: Managing Partner
