Exchange Offer Commitment and Support Agreement September 4, 2009Exchange Offer Commitment and Support Agreement • September 28th, 2009 • Ambassadors International Inc • 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”):
