EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 13th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
RECITALSNote Purchase Agreement • September 14th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
EMPLOYMENT AGREEMENT ForEmployment Agreement • December 8th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
EMPLOYMENT AGREEMENT forEmployment Agreement • September 14th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
AMENDMENT NO. 1 TO CONTRACT OF SALE OF STOCK IN CRANBERRY CREEK RAILROAD, INC.Chartwell International, Inc. • February 14th, 2006 • Refuse systems • New York
Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the "Settlement Agreement"), effective as of November 16, 2005 (the "Effective Date"), is entered into by and among MINERVA ENTERPRISES, INC. ("Minerva"), FRANCIS X....Settlement Agreement and Release • November 21st, 2005 • Chartwell International, Inc. • Refuse systems
RECITALSStock Issuance Agreement • September 13th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
EMPLOYMENT AGREEMENT forEmployment Agreement • September 14th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
CONTRACT OFContract • January 6th, 2006 • Chartwell International, Inc. • Refuse systems • New York
EMPLOYMENT AGREEMENT forEmployment Agreement • September 14th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
EXHIBIT 10.13A Date of Grant: September 14, 2005 CHARTWELL INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made by and between Chartwell International, Inc. ("Chartwell" or the "Company") and David Adams ("Director"). 1. Award...Agreement • November 4th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
EXHIBIT 10.1 EMPLOYMENT SEPARATION AGREEMENT E-Rail Logistics, Inc. ("E-Rail"), a wholly-owned subsidiary of Chartwell International, Inc. ("Chartwell") ("E-Rail" and "Chartwell," collectively referred to herein as the "Company") and Christopher...Employment Separation Agreement • December 6th, 2005 • Chartwell International, Inc. • Refuse systems • West Virginia
EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT --------------------------- THIS PURCHASE AND SALE AGREEMENT ( `AGREEMENT') EXECUTED THIS 11th DAY OF JULY 2005, IS BY AND BETWEEN CHARTWELL INTERNATIONAL, INC. (CHARTWELL) , A NEVADA CORPORATION WITH OFFICES...Purchase and Sale Agreement • July 14th, 2005 • Chartwell International, Inc. • Refuse systems
EXHIBIT 10.13D Date of Grant: September 14, 2005 CHARTWELL INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT THIS AGREEMENT is made by and between Chartwell International, Inc. ("Chartwell" or the "Company") and Janice Jones ("Director"). 1. Award...Agreement • November 4th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
AGREEMENTAsset Purchase Agreement and Escrow Instructions • January 6th, 2006 • Chartwell International, Inc. • Refuse systems • Ohio
AMENDED AND RESTATED PURCHASE AGREEMENTPurchase Agreement • February 12th, 2008 • Chartwell International, Inc. • Railroads, line-haul operating • Delaware
THIS PURCHASE AGREEMENT (this “Purchase Agreement”) is made and entered into this 24th day of January, 2008 (the “Effective Date”) by and among Hudson Logistics, Inc., a Delaware corporation (“HLI”), and Hudson Logistics Loading, Inc., a Delaware corporation (“HLL”) (“HLI” and “HLL,” each a “Seller” and collectively referred to as “Sellers” or “Seller” as contract may require), solely for the purposes of Sections 4 and 9, Chartwell International, Inc., a Nevada corporation (“Chartwell”), and Perry New Jersey I, LLC (“Purchaser” and together with Sellers and Chartwell, the “Parties” and each a “Party”, as the case may be).
AGREEMENT OF LEASE BETWEEN THE TOA REINSURANCE COMPANY OF AMERICA, as Landlord, -and- CHARTWELL INTERNATIONAL, INC., as Tenant. Dated: June 14, 2006 Building: 177 Madison Avenue Morristown, New JerseyAgreement of Lease • September 27th, 2006 • Chartwell International, Inc. • Refuse systems • New Jersey
THIS AGREEMENT OF LEASE (this “Lease”), dated June 14, 2006, between THE TOA REINSURANCE COMPANY OF AMERICA (“Landlord”), a corporation of the State of Delaware, having an office at 177 Madison Avenue, Morristown, New Jersey 07962, and CHARTWELL INTERNATIONAL, INC. (“Tenant”), a corporation of the State of Nevada, having an office at 485 Underhill Boulevard, Syosset, New York 11791.
EXHIBIT 10.1 May 13, 2005 Orchestra Finance L.L.P. No. 7 Inverness Gardens London W8 4RN England Attention: Mr. Imre Eszenyi, Managing Partner Gentlemen: This letter agreement ("Letter Agreement"), dated as of May 13, 2005, is between Chartwell...Letter Agreement • July 12th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
SETTLEMENT AGREEMENTSettlement Agreement • March 17th, 2006 • Chartwell International, Inc. • Refuse systems • New York
THIS SETTLEMENT AGREEMENT is entered into as of the 15th day of March, 2006 by and among Starbank Group, LLC, a Delaware limited liability company (“Starbank”), Andreas Typaldos (“Typaldos”), Gennaro Vendome (Vendome”),Chartwell International Inc., a Nevada corporation (“Chartwell”). Imre Eszenyi (“Eszenyi”), Rail Waste Holdings, LLC, a New York limited liability company (“RWH”), E-Rail Logistics, Inc., a New York corporation (“E-Rail”), Andrew Kaufman (“Kaufman”), Christopher Davino (“Davino”) and Richard Kessler (“Kessler”).
EMPLOYMENT SEPARATION AGREEMENTEmployment Separation Agreement • March 17th, 2006 • Chartwell International, Inc. • Refuse systems • Nevada
E-Rail Logistics, Inc. (“E-Rail”), a wholly-owned subsidiary of Chartwell International, Inc. (“Chartwell”) (“E-Rail” and “Chartwell,” collectively referred to herein as the "Company"), Andrew Kaufman (the "Employee") and Greenway Properties, L.P., a New York limited partnership in which the Employee is the general partner (“Greenway”), agree as follows, as of the 15th day of March, 2006:
MANAGEMENT ADVISORY AGREEMENTManagement Advisory Agreement • March 17th, 2006 • Chartwell International, Inc. • Refuse systems • Nevada
This MANAGEMENT ADVISORY AGREEMENT (the "Agreement") is made and entered into and effective as of March 15, 2006, between Chartwell International, Inc., a Nevada corporation (the "Company") and Orchestra Finance LLP, a company organized under the laws of the United Kingdom (together with its successors and assigns, "Orchestra"). Orchestra Finance LLP, for purposes of U.S. law, is a foreign entity domiciled outside the United States of America, does not conduct any securities business in the U.S., and is not licensed as a broker-dealer in the U.S. However, Orchestra Finance LLP is authorized and regulated by the Financial Services Authority in the United Kingdom to carry on such activities as arranging deals in investments, advising on investments, and dealing in investments as principal or agent.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 11th, 2007 • Chartwell International, Inc. • Railroads, line-haul operating • New Jersey
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the “Amendment”) is made as of October 5, 2007, by and between Chartwell International, Inc., a Nevada corporation (the “Seller”), and G&A Holdings, LLC, a New Jersey limited liability company (the “Buyer”), under that certain Stock Purchase Agreement by and between Buyer and Seller dated as of October 3, 2007 (the “Agreement”). Capitalized terms not specifically described herein shall have the meaning ascribed to them in the Agreement.
REDEMPTION AND STOCK PURCHASE AGREEMENTRedemption and Stock Purchase Agreement • September 27th, 2006 • Chartwell International, Inc. • Refuse systems • Ohio
THIS REDEMPTION AND STOCK PURCHASE AGREEMENT is made as of the 11th day of July, 2005, by and between Thomas J. Belville (“T. Belville”) and Robert E. Belville (“R. Belville”) (T. Belville and R. Belville hereinafter sometimes referred to individually as “Seller” and collectively as “Sellers”), E-Rail Logistics, Inc. (“E-Rail”), a New York corporation (hereinafter referred to as “Buyer”), and Belville Mining Company, Inc., an Ohio corporation (hereinafter referred to as “BMC”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • March 17th, 2006 • Chartwell International, Inc. • Refuse systems • Nevada
This Settlement Agreement and Mutual General Release (“Agreement”) is made and entered into as of March 15, 2006, by and between Rail Waste Holdings, LLC (“RWH”), Christopher J. Davino (“Davino”) (RWH and Davino are collectively referred to herein as “RWH Group”) and Chartwell International, Inc. (“Chartwell”). The RWH Group and Chartwell are collectively referred to herein as the “Parties.”
AMENDMENT TO REDEMPTION AND STOCK PURCHASE AGREEMENTRedemption and Stock Purchase Agreement • September 27th, 2006 • Chartwell International, Inc. • Refuse systems
THIS AMENDMENT TO REDEMPTION AND STOCK PURCHASE AGREEMENT is made as of the 2nd day of September, 2005, by and between Thomas J. Belville (“T. Belville”) and Robert E. Belville (“R. Belville”) (T. Belville and R. Belville hereinafter sometimes referred to individually as “Seller” and collectively as “Sellers”), E-Rail Logistics, Inc. (“E-Rail”), a New York corporation (hereinafter referred to as “Buyer”), and Belville Mining Company, Inc., an Ohio corporation (hereinafter referred to as “BMC”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 2nd, 2006 • Chartwell International, Inc. • Refuse systems • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of April 30, 2006 (“Effective Date”), is entered into by and between Chartwell International, Inc., a Nevada corporation (the “Company”), and Faisal A Alhegelan, an individual (the “Purchaser”).
CHARTWELL INTERNATIONAL, INC. CONSULTING AGREEMENTConsulting Agreement • March 26th, 2007 • Chartwell International, Inc. • Railroads, line-haul operating • California
This Consulting Agreement (“Agreement”) is made and entered into as of March 12, 2007 by and between Chartwell International, Inc., a Nevada corporation (the “Company”), and Entitlement Solutions, Inc., a California corp., with an address of 7 Via Terracallta, Cote De Caza, California (“Consultant”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • January 30th, 2008 • Chartwell International, Inc. • Railroads, line-haul operating • New Jersey
This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of this 24th day of January, 2008 (the “Settlement Date”), by and between HUDSON LOGISTICS, INC., a Delaware corporation, having an address at 177 Madison Avenue, Morristown, NJ 07960 (hereinafter “HLI”), HUDSON LOGISTICS LOADING, INC., a Delaware corporation, having an address at 177 Madison Avenue, Morristown, NJ 07960 (hereinafter “HLL”) (HLI and I-ILL are hereinafter collectively referred to as “Assignors”), CHARTWELL INTERNATIONAL, INC., a Nevada corporation and the parent of HLI and HLL, having an address at 177 Madison Avenue, Morristown, NJ 07960 (hereinafter “Chartwell”), IMRE ESZENYI, an individual, having an address at 177 Madison Avenue, Morristown, NJ 07960 (“Eszenyi”), RAYMOND KALAFSKY, an individual, having an address at 115 Arnot Place, Wood-Ridge, NJ 07075 (“Kalafsky”), NEW YORK & GREENWOOD LAKE RAILWAY, a New Jersey corporation, having an address at Erie Railroad Station, 46 H
EXHIBIT 10.12 August 1, 2005 Orchestra Finance L.L.P. No. 7 Inverness Gardens London W8 4RN England Attention: Mr. Imre Eszenyi, Managing Partner Gentlemen: This letter agreement ("Letter Agreement"), dated as of August 1, 2005, is between Chartwell...Letter Agreement • November 4th, 2005 • Chartwell International, Inc. • Refuse systems • Nevada
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • September 17th, 2008 • Chartwell International, Inc. • Railroads, line-haul operating
Termination and Release Agreement dated as of July 22, 2008 (this “Agreement”) is by and between Railway & Industrial Services, Inc., (“RIS”) and Chartwell International, Inc., (“Chartwell”).
STOCK PURCHASE AGREEMENT BETWEEN CHARTWELL INTERNATIONAL, INC. AND G & A HOLDINGS, LLC RELATING TO THE SALE OF 100% OF THE OUTSTANDING CAPITAL STOCK OF HUDSON LOGISTICS, INC., AND HUDSON LOGISTICS LOADING, INC.Stock Purchase Agreement • October 11th, 2007 • Chartwell International, Inc. • Railroads, line-haul operating • New Jersey
THIS STOCK PURCHASE AGREEMENT, made this 3rd day of October, 2007, by and between Chartwell International, Inc., a Nevada Corporation, (“Chartwell” or “Seller”) and G&A Holdings, LLC, a New Jersey Limited Liability Company (“Buyer”);
AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETSAgreement for Sale and Purchase of Business Assets • April 3rd, 2009 • Chartwell International, Inc. • Railroads, line-haul operating • New York
This AGREEMENT FOR SALE AND PURCHASE OF BUSINESS ASSETS (this “Agreement”), dated as of March 31, 2009, is between Middletown & New Jersey Railway Company, Inc., a New York corporation (the “Seller”), Chartwell International Inc., a Nevada corporation (the “Selling Shareholder”) and Middletown & New Jersey Railroad, LLC., a Delaware limited liability company (the “Buyer”).
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement and Mutual General Release • February 12th, 2008 • Chartwell International, Inc. • Railroads, line-haul operating • Delaware
This Settlement Agreement and Mutual General Release (“Agreement”) is made and entered into as of February 5, 2008, by and among A&L Salvage, LLC, a Pennsylvania limited liability company (“A&L”), Apex Environmental, LLC, a Delaware limited liability company (“Apex”), Hudson Logistics, Inc., a Delaware corporation (“Hudson”) and Chartwell International, Inc., a Nevada corporation (“Chartwell”). A&L, Apex, Hudson and Chartwell are collectively referred to herein as the “Parties.”
CONTRACT OF SALE OF STOCK IN CRANBERRY CREEK RAILROAD, INC. DATED April 26, 2006Contract • May 2nd, 2006 • Chartwell International, Inc. • Refuse systems • New Jersey
This Contract of Sale (the “Agreement”), dated the 26th day of April, 2006 (the “Effective Date”), by and between James S. Wright, having an address 244C Mayflower Way, Monroe Township, New Jersey (the “SELLER”), and Chartwell International, Inc., a Nevada corporation having an address of 1124 Smith Street, Suite 304, Charleston, WV 25301 (sometimes hereinafter referred to as “Chartwell” and sometimes as the "PURCHASER"). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENTAssignment, Assumption, and Novation Agreement • August 30th, 2006 • Chartwell International, Inc. • Refuse systems • New Jersey
THIS ASSIGNMENT, ASSUMPTION, AND NOVATION AGREEMENT (hereinafter, "Agreement") is made and entered into this 24th day of August, 2006 (hereinafter, “Closing Date”) by and among Steel Wheels Transport, LLC, a New Jersey limited liability company (hereinafter, “Steel Wheels”) and Team G Loading, LLC, a New Jersey limited liability company (hereinafter, “Team G”) (“Steel Wheels” and “Team G,” hereinafter collectively referred to as “Assignors”), Hudson Logistics, Inc. (hereinafter, “HLI”) and Hudson Logistics Loading, Inc. (hereinafter, “HLL”) (“HLI” and “HLL”, hereinafter collectively referred to as “Assignees”), and New York & Greenwood Lakes Railway, a New Jersey corporation (hereinafter, “NYGLR”).
