Exhibit 10.31
 AMENDMENT NO.7 TO LOAN AGREEMENT
  RECITALS
   AGREEMENT
 Definitions
 Amendments
 2.1
    
    In the paragraph number 1.2, entitled Availability Period,
the first sentence is hereby amended to read in its entirety as follows:The line of credit is available between the date of this Agreement and November 30, 2009, or such
earlier date as the availability may terminate as provided in this Agreement (the Facility No. 1
Expiration Date).2.2
    
    Subparagraph number 1.5(e) is hereby amended to read in its
entirety as follows:(e) The Borrower agrees:
 (i)
    
    Any sum drawn under a letter of credit may, at
the option of the Bank, be added to the principal amount outstanding
under this Agreement. The amount will bear interest and be due as
described elsewhere in this Agreement.(ii)
    
    If there is a default under this Agreement, to
immediately prepay and make the Bank whole for any outstanding letters
of credit.(iii)
    
    The issuance of any letter of credit and any
amendment to a letter of credit is subject to the Banks written
approval and must be in form and content satisfactory to the Bank and
in favor of a beneficiary acceptable to the Bank.




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(iv)
    
    To sign the Banks form Application and
Agreement for Commercial Letter of Credit or Application and Agreement
for Standby Letter of Credit, as applicable.(v)
    
    To pay any issuance and/or other fees that the
Bank notifies the Borrower will be charged for issuing and processing
letters of credit for the Borrower.(vi)
    
    To allow the Bank to automatically charge its
checking account for applicable fees, discounts, and other charges.(vii)
    
    To pay the Bank a non-refundable fee equal to
1.00% per annum of the outstanding undrawn amount of each standby
letter of credit, payable annually in advance, calculated on the basis
of the face amount outstanding on the day the fee is calculated.·
 Representations and Warranties
 Effect of Amendment
 Counterparts
 FINAL AGREEMENT . BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT:
(A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF
TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM
SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C)
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR
UNDERSTANDINGS OF THE PARTIES.
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BANK:
Bank of America, N.A.By:
    /s/ Berneeda HutchinsonName:
    Berneeda HutchinsonTitle:
    AVP 3




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BORROWER(S):
Ambassadors International, Inc.By:
    /s/ Mark T. DetillionName:
    Mark T. DetillionTitle:
    Chief Financial OfficerAmbassadors, LLC
Ambassadors International, Inc., MemberBy:
    /s/ Mark T. DetillionName:
    Mark T. DetillionTitle:
    Chief Financial OfficerAmbassadors Cruise Group, LLCBy:
    Ambassadors International, Inc., MemberBy:

/s/ Mark T. DetillionName:
    Mark T. DetillionTitle:
    Chief Financial OfficerCypress Reinsurance, Ltd.By:
    /s/ Mark T. DetillionName:
    Mark T. DetillionTitle:
    Chief Financial Officer 4