0001193125-06-006454 Sample Contracts

AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership 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”).

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