Exhibit 99.11
January 28, 1997
Xx. Xxxxxxx X. Xxxxxx
Chartwell Leisure Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Gentlemen:
This letter of agreement sets forth the terms and conditions by which
ChaseMellon Shareholder Services, L.L.C. ("we, "our", "us") shall provide to
Chartwell Leisure Inc. ("you", "your") our information agent services (the
"services") with respect to your proposed Subscription Rights Offering.
Services
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(i) Assisting in the coordination of all printing activities.
(ii) Establishing contacts with brokers, dealers, banks and other
nominees on your behalf.
(iii) Assisting with drafting and reviewing documents.
(iv) Facilitate the distribution of materials to the registered and
beneficial owners of Chartwell Leisure Common Stock and to other
interested parties.
(v) Building a file of eligible participants, including registered
holders and beneficial holders identified through our research.
(vi) Establishing a toll-free phone number and managing the
communications group for incoming phone calls.
(vii) Status reporting to management.
(viii) Paying of all broker forwarding invoices, subject to
collection from you of monies for this purpose.
Fee for Services
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The fee for acting as information agent is $7,500.00 plus all out-of pocket
expenses incurred by us, including, without limitation, documentation
preparation, telephone, Bank/Broker listings, and postage costs. Such fees shall
be payable upon the execution of this agreement. Invoices for out-of-pocket
expenses shall be rendered monthly as incurred and shall be payable upon
receipt. Our services shall commence upon receipt of a signed copy of this
contract and expire thirty days after the expiration of the Subscription Rights
Offering.
Responsibility
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You shall indemnify and hold us, our directors, officers, employees, agents
harmless from and against any and all claims, liabilities, losses, damages
and/or expenses, including reasonable attorneys' fees, which any of them shall
or may incur or sustain in connection with the performance of the services or
this agreement, except to the extent caused directly by our gross negligence or
willful misconduct. This indemnification obligation shall survive the
termination of this Agreement.
Any liability to you we may incur in connection with our provision of services
hereunder (including any additional services mutually agreed to by you and us)
shall be limited to and not exceed the fees actually paid to us for the
provision of the services described above. Anything in this agreement to the
contrary notwithstanding, in no event shall we be liable for special, indirect
or consequential loss or damage of any kind whatsoever, even if we have been
advised of the likelihood of such loss or damage and regardless of the form of
action.
Miscellaneous
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This agreement shall be made in, governed by, and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.
All information shall be sent to your address as above written or such other
address as you may advise us in writing, or orally and confirmed in writing.
This agreement represents the entire understanding of the parties with respect
to the subject matter hereof, and supersedes any and all prior understandings,
oral or written, relating hereto and may not be changed orally. Any waiver or
change of any of the provisions hereof must be in writing and signed by the
parties hereto. The failure of either party hereto at any time to require
performance by the other party of any provision hereof shall not affect the
right of such party to require performance at any time thereafter.
If the foregoing terms and conditions are acceptable to you, please sign and
return to us the counterpart of this letter of agreement.
Very truly yours,
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By:_____________________________________
Title: _______ Vice President__________
Date:___________________________________
ACCEPTED:
CHARTWELL LEISURE INC.
By: ________________________
Title:______________________
Date:_______________________
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