EXHIBIT 10.12
Xxxxxx 0, 0000
Xxxxxxxxx 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 August 1, 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 "Advisor"). Advisor agrees to provide mergers and acquisition
advice and potential acquisition targets to Chartwell, beginning with E-Rail
Logistics, Inc. and its affiliates ("Initial Acquisition"). The Advisor, 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 Advisor is authorized and regulated by
the Financial Services Authority in the United Kingdom.
1. Compensation. Subject to the terms set forth in this Letter Agreement and
approval by the Board of Directors of Chartwell, it is agreed that with respect
to the Initial Acquisition, Chartwell will issue to Advisor 155,000 shares of
its common stock (the "Fee");
Chartwell shall only be obligated to pay a Fee to Advisor upon consummation
of the Initial Acquisition. Chartwell shall have no obligation to enter into the
Initial Acquisition.
2. Representations and Covenants. Advisor represents and covenants that:
(a) The actions of Advisor with respect to the Initial Acquisition as set forth
herein, the payments to Advisor of a Fee for providing advice and introductions,
and the receipt of such Fee by Advisor, will not violate any law and do not
require the holding of any license that is not presently held by Advisor; and
(b) Orchestra Finance L.L.P. is duly organized, validly existing and in good
standing under the laws of the United Kingdom. The Advisor 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.
3. Confidentiality. Advisor and Chartwell mutually agree to keep confidential
any information they exchange directly or indirectly with respect to this Letter
Agreement or any transaction, including but not limited to documentation related
to the Initial Acquisition.
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 Advisor:
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:
Xxxx X Xxx, 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 December 31, 2005. Upon termination of this Letter
Agreement, Chartwell shall have no liability or continuing obligation to
Advisor, except for any portion of the Fee due and not paid to Advisor with
respect to the Initial Acquisition 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 Advisor 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:/s/ Xxxxx Xxxxx
------------------
Name: Xxxxx Xxxxx
Title: Secretary
ORCHESTRA FINANCE L.L.P.
By:/s/ Xxxx Xxxxxxx
------------------------
Name: Xxxx Xxxxxxx
Title: Managing Partner
