PURCHASE AGREEMENTPurchase Agreement • April 6th, 2007 • Ambassadors International Inc • Transportation services • Washington
EXHIBIT 2.6 ----------- ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into this 17th day of July, 1998, by and between AMBASSADOR PERFORMANCE GROUP, INC. ("Buyer"), a Delaware...Asset Purchase Agreement • August 3rd, 1998 • Ambassadors International Inc • Transportation services
EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into this 22nd day of May, 1998 ("Closing Date"), by and among AMBASSADORS INTERNATIONAL, INC. ("AII"), a...Agreement and Plan of Merger • June 5th, 1998 • Ambassadors International Inc • Transportation services
EXHIBIT 10.19 ------------- OFFICE BUILDING LEASE 1. PARTIES This Lease, dated for reference purposes only, July 24, 1998 is made by and between The Joseph Pell and Eda Pell Revocable Trust dated August 19, 1989 (herein called "Landlord") and...Ambassadors International Inc • April 1st, 1999 • Transportation services
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 7th, 2006 • Ambassadors International Inc • Transportation services • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ ___, 20___ by and between Ambassadors International, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
1 EXHIBIT 1.1 2,218,000 SHARES AMBASSADORS INTERNATIONAL, INC. COMMON STOCK UNDERWRITING AGREEMENT , 1998 NATIONSBANC MONTGOMERY SECURITIES LLC ALLEN & COMPANY INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION D. A. DAVIDSON & CO. c/o...Ambassadors International Inc • April 3rd, 1998 • Transportation services • California
EXHIBIT 10.13 The following is a draft proposal and does not constitute a commitment on the part of the herein named Lessor to lease the subject premises to the herein named Lessee. The Lessor reserves the right to change or withdraw this proposal...Ambassadors International Inc • March 31st, 1998 • Transportation services
Exhibit 2.6 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into this 5th day of February, 1998, by and between AMBASSADOR PERFORMANCE GROUP, INC. ("Buyer"), a Delaware corporation, AMBASSADORS INTERNATIONAL,...Asset Purchase Agreement • February 20th, 1998 • Ambassadors International Inc • Transportation services
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into this 5th day of February, 1998, by and between AMBASSADOR PERFORMANCE GROUP, INC. ("Buyer"), a Delaware corporation, AMBASSADORS INTERNATIONAL, INC. ("Ambassadors"), a Delaware corporation, ROGAL AMERICA, CO. ("Seller"), a Massachusetts Business Trust, and ANDREW ROGAL ("Rogal").
1 EXHIBIT 10.21Ambassadors International Inc • March 30th, 2000 • Transportation services
ARTICLE 1 THE MERGERAgreement and Plan of Merger • January 7th, 1997 • Ambassadors International Inc • Transportation services • Minnesota
INDUSTRIAL LEASE (Single Tenant; Net) ------------------- BETWEEN THE IRVINE COMPANY ANDIndustrial Lease • March 31st, 1998 • Ambassadors International Inc • Transportation services • California
LIMITED LIABILITY COMPANY AGREEMENT OF CQ BOAT, LLCLimited Liability Company Agreement • September 28th, 2009 • Ambassadors International Inc • Transportation services • Delaware
This Limited Liability Company Agreement (“Agreement”) is made and declared as of the 20th day of December, 2006, by Ambassadors Cruise Group, LLC, a Delaware limited liability company (the “Member”), with respect to the formation and operation of CQ Boat, LLC, a Delaware limited liability company (the “Company”).
Exchange Offer Commitment and Support Agreement September 4, 2009Ambassadors International Inc • September 28th, 2009 • Transportation services • New York
We refer to our recent discussions regarding the proposed exchange offer (the “Exchange Offer”) by Ambassadors International, Inc. (the “Company”) to accept tenders of up to 100% of the Company’s outstanding 3.75% Convertible Senior Notes due 2027 (the “Convert Notes”), of which approximately $97 million in aggregate principal amount is currently outstanding, in exchange for (1) up to an aggregate of $26.5 million aggregate principal amount of the Company’s new non-convertible senior secured notes (the “New Notes”) and (2) up to an aggregate of 22,346,534 newly-issued shares of common stock of the Company (the “New Shares”). The undersigned beneficial owner(s) of the Convert Notes identified on the signature page(s) hereto (such beneficial owner or owners, the “Noteholder”) and the Company hereby agree as follows (this Exchange Offer Commitment and Support Agreement being referred to hereinafter as this “Agreement”):
SEVERANCE AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSSeverance Agreement and General Release • February 11th, 2009 • Ambassadors International Inc • Transportation services
This Agreement is entered into between Ambassadors International, Inc. (“Ambassadors”), a Delaware corporation, and Joseph G. McCarthy (“Employee”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 28th, 2009 • Ambassadors International Inc • Transportation services • Marshall Islands
This Limited Liability Company Agreement of Ambassadors International Marshall Islands, LLC (the “Company”) is made and entered into effective as of the 20th day of February, 2007 by the Company and Ambassadors Cruise Group, LLC.
AMBASSADORS INTERNATIONAL, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • November 2nd, 2005 • Ambassadors International Inc • Transportation services • Delaware
Ambassadors International, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Incentive Award Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
ASSET PURCHASE AGREEMENT among TRAVEL AND EVENT SERVICES, LLC and AMBASSADORS, LLC and AMBASSADORS INTERNATIONAL, INC. April 16, 2009Asset Purchase Agreement • April 21st, 2009 • Ambassadors International Inc • Transportation services • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of April 16, 2009 (the “Closing Date”), by Travel and Event Services, LLC, a Delaware limited liability company (the “Buyer”), Ambassadors, LLC, a Delaware limited liability company (the “Seller”), and Ambassadors International, Inc., a Delaware corporation (the “Parent” and, together with the Seller, the “Stakeholders”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED AS OF MAY 1, 2009 AMONG AMBASSADORS INTERNATIONAL, INC., a Delaware corporation, AMBASSADORS MARINE GROUP, LLC, a Delaware limited liability company, AND BELLWETHER FINANCIAL GROUP, INC. a California...Membership Interest Purchase Agreement • May 7th, 2009 • Ambassadors International Inc • Transportation services • Delaware
This Membership Interest Purchase Agreement (“Agreement”) is entered into as of May 1, 2009, by and among AMBASSADORS INTERNATIONAL, INC., a Delaware corporation (“Seller”), AMBASSADORS MARINE GROUP, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (“AMG”), and BELLWETHER FINANCIAL GROUP, INC. a California corporation (“Buyer”). Seller, AMG and Buyer are referred to herein individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG AMBASSADORS INTERNATIONAL, INC., AMBASSADORS CRUISE GROUP, LLC, AND OREGON RAIL HOLDINGS, LLC DECEMBER 27, 2005Membership Interest Purchase Agreement • December 28th, 2005 • Ambassadors International Inc • Transportation services • Delaware
This Agreement (“Agreement”) is entered into as of December 27, 2005, by and among AMBASSADORS INTERNATIONAL, INC., a Delaware corporation (“Ambassadors”), AMBASSADORS CRUISE GROUP, LLC, a Delaware limited liability company and wholly owned subsidiary of Ambassadors (the “Buyer”) and OREGON RAIL HOLDINGS, LLC, an Oregon limited liability company (the “Seller”). Ambassadors, the Buyer and the Seller are referred to collectively herein as the “Parties.”
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 9th, 2006 • Ambassadors International Inc • Transportation services • Delaware
This Restricted Stock Agreement (this “Agreement”) is entered into by and between Ambassadors International, Inc. (the “Company”) and ORC Investments I, Inc. (“ORC I”), ORC Holdings, Inc. (“ORC Holdings”) and C.G. Grefenstette, E.C. Johnson and Bruce I. Crocker, Trustees Under a Trust Dated August 28, 1968 for Henry L. Hillman, Jr. (the “Trust”) (together, the “Holders”) as of December 27, 2005.
AMENDMENT NO. 11 TO LOAN AGREEMENTLoan Agreement • March 31st, 2010 • Ambassadors International Inc • Transportation services
This Amendment No. 11 (the “Amendment”) dated as of January 6, 2010, is between Bank of America, N.A. (the “Bank”) and Ambassadors International, Inc., Cypress Reinsurance, Ltd., Ambassadors Cruise Group, LLC and Ambassadors, LLC (the “Borrower”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 17th, 2008 • Ambassadors International Inc • Transportation services • California
THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of January 14, 2008, by and between Ambassadors International, Inc. a Delaware corporation (“Employer” or “Company”) and Blake T. Barnett (the “Executive”).
AMENDMENT NO.7 TO LOAN AGREEMENTLoan Agreement • March 31st, 2010 • Ambassadors International Inc • Transportation services
This Amendment No. 7 (the “Amendment’) dated as of August 20, 2009, is between Bank of America, NA (the “Bank”) and Ambassadors International, Inc. (“Borrower 1”), Ambassadors, LLC (“Borrower 2”), Ambassadors Cruise Group, LLC (“Borrower 3”) and Cypress Reinsurance, Ltd (“Borrower 4”) (Borrower 1, Borrower 2, Borrower 3, and Borrower 4 are sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”).
ContractAsset Purchase Agreement • May 20th, 2011 • Ambassadors International Inc • Transportation services • New York
ASSET PURCHASE AGREEMENT BY AND AMONG TAC CRUISE, LLC as Purchaser, and AMBASSADORS INTERNATIONAL, INC., AMBASSADORS CRUISE GROUP, LLC, AMBASSADORS, LLC, AMERICAN WEST STEAMBOAT COMPANY LLC, EN BOAT LLC, AQ BOAT, LLC, MQ BOAT, LLC, QW BOAT COMPANY LLC, CONTESSA BOAT, LLC, DQ BOAT, LLC, and CQ BOAT, LLC, as Sellers Dated as of May 17, 2011
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 13th, 2006 • Ambassadors International Inc • Transportation services • Delaware
This amendment (the “Amendment”) to that certain Membership Interest Purchase Agreement dated December 27, 2005 (the “Purchase Agreement”), is entered into as of January 13, 2006, by and among AMBASSADORS INTERNATIONAL, INC., a Delaware corporation (“Ambassadors”), AMBASSADORS CRUISE GROUP, LLC, a Delaware limited liability company and wholly owned subsidiary of Ambassadors (the “Buyer”) and OREGON RAIL HOLDINGS LLC, an Oregon limited liability company (the “Seller”).
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (POST-PETITION) dated as of April 11, 2011 among AMBASSADORS INTERNATIONAL, INC., as a Debtor and Debtor in Possession Under Chapter 11 of the Bankruptcy Code, as Borrower, WIND STAR LIMITED WIND...Credit and Guaranty Agreement • April 15th, 2011 • Ambassadors International Inc • Transportation services • New York
ContractCredit and Guaranty Agreement • March 29th, 2010 • Ambassadors International Inc • Transportation services • New York
Exhibit 10.1 CREDIT AND GUARANTY AGREEMENT dated as of March 23, 2010 among AMBASSADORS INTERNATIONAL, INC., WIND STAR LIMITED WIND SPIRIT LIMITED DEGREES LIMITED, as Borrowers, CERTAIN SUBSIDIARIES OF AMBASSADORS INTERNATIONAL, INC., as Guarantors, VARIOUS LENDERS, and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Administrative Agent and Collateral Agent, $15,000,000 Senior Secured Credit Facilities
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 28th, 2009 • Ambassadors International Inc • Transportation services • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Ambassadors International Cruise Group (USA), LLC (the “Company”) is made and entered into effective as of March 27, 2007, by the Company and Ambassadors International Cruise Group, LLC, as sole Member of the Company.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 28th, 2006 • Ambassadors International Inc • Transportation services • Delaware
This Restricted Stock Agreement (this “Agreement”), dated as of April 25, 2006, is entered into by and among Ambassadors International, Inc. (the “Company”) and Delta Queen Steamboat Company, Inc., a Delaware corporation (“DQSC”), American Queen Steamboat, LLC, a Delaware limited liability company (“AQS”), Delta Queen Steamboat, LLC, a Delaware limited liability company (“DQS”), and Mississippi Queen Steamboat, LLC, a Delaware limited liability company (“MQS” and, collectively with DQSC, AQS, and DQS, the “Sellers,” and each individually, a “Seller”).
AMBASSADORS INTERNATIONAL, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 2nd, 2005 • Ambassadors International Inc • Transportation services • Delaware
Ambassadors International, Inc. (the “Company”), pursuant to its 2005 Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Holder”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • May 4th, 2005 • Ambassadors International Inc • Transportation services
THIS THIRD AMENDMENT TO LEASE AGREEMENT, entered into this 29th day of April 2005, by and between AmericasMart Real Estate, LLC, a Delaware limited liability company, acting by and through its managing agent, AMC, Inc., a Georgia corporation (hereinafter referred to as “Lessor”), and Ambassadors, LLC (hereinafter referred to as “Lessee”),
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • April 2nd, 2007 • Ambassadors International Inc • Transportation services
This Amendment No. 1 (the “Amendment”) dated as of March 27, 2007, is among Bank of America, N.A. (the “Bank”), Ambassadors International, Inc.(“Borrower 1”), Ambassadors Marine Group, LLC (“Borrower 2”), Ambassadors, LLC (“Borrower 3”), Ambassadors Cruise Group, LLC (“Borrower 4”) and Cypress Reinsurance, Ltd. (“Borrower 5”) (Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5 are sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”).
OPTION AGREEMENTOption Agreement • February 3rd, 2005 • Ambassadors International Inc • Transportation services • California
This Option Agreement (“Agreement”) is entered into as of February 1, 2005, by and between Ambassadors International, Inc., a Delaware corporation (“Ambassadors”), and BellJa Holding Company, Inc., a California corporation (the “Company”). These parties are sometimes referred to herein individually by name or as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED 2006 SECURITY AGREEMENT SPECIAL PROVISIONSSecurity Agreement • April 28th, 2006 • Ambassadors International Inc • Transportation services • New York
May 13, 2009Ambassadors International Inc • May 15th, 2009 • Transportation services • Delaware
In connection with the proposed sale of one hundred percent (100%) of the issued and outstanding limited liability company interest of Ambassadors Marine Group, LLC, a Delaware limited liability company (“AMG”), by Ambassadors International, Inc., a Delaware corporation (“Seller”) to Bellwether Financial Group, Inc., a California corporation (“Buyer”), pursuant to the terms of that certain Membership Interest Purchase Agreement, entered into as of May 1, 2009, by and among AMG, Seller and Buyer (the “Agreement”), AMG, Seller and Buyer hereby agree to be bound by the provisions of this letter agreement (this “Letter Agreement”). All terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
