FIRST SUPPLEMENTAL INDENTURE, dated as of November 13, 2009 (this “Supplemental Indenture”),between Ambassadors International, Inc., a corporation duly organized and existing under the lawsof the State of Delaware (the “Company”), and Wells Fargo Bank, National Association, a nationalbanking association organized and existing under the laws of the United States, as trustee (the“Trustee”).RECITALS OF THE COMPANYWHEREAS, the Company and the Trustee have entered into that certain Indenture, dated as ofApril 3, 2007 (the “Indenture”), providing for the issuance of 3.75% Convertible Senior Notes due2027 (the “Securities”);WHEREAS, the Company issued $97 million aggregate principal amount of the Securities;WHEREAS, Section 8.2 of the Indenture provides that, with the written consent of the holdersof not less than a majority in aggregate principal amount of the outstanding Securities, theCompany and the Trustee may enter into a supplemental indenture amending the Indenture, subject tocertain exceptions;WHEREAS, the Company desires and has requested the Trustee to join with it in entering intothis Supplemental Indenture for the purpose of amending the Indenture in certain respects aspermitted by Section 8.2 of the Indenture;WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by theboard of directors of the Company;WHEREAS, the Company has received the consent of the Holders of at least a majority inaggregate principal amount of the outstanding Securities and has satisfied all other conditionsprecedent and covenants, if any, provided for in the Indenture to enable the Company and theTrustee to enter into this Supplemental Indenture, all as certified by an Officers’ Certificate,delivered to the Trustee simultaneously with the execution and delivery of this SupplementalIndenture as contemplated by Section 1.2 of the Indenture; andWHEREAS, the Company has delivered to the Trustee simultaneously with the execution anddelivery of this Supplemental Indenture an Opinion of Counsel relating to this SupplementalIndenture as contemplated by Sections 1.2 and 8.3 of the Indenture.NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for thebenefit of the others and for the equal and ratable benefit of the Holders of the Securities, asfollows:ARTICLE IAMENDMENTS TO INDENTURESECTION 1.1 Deletion of Definitions and Related References.Section 1.01 of the Indenture is hereby amended to delete in its entirety all terms and theirrespective definitions for which all references are eliminated in the Indenture as a result of theamendments set forth in Section 1.2 of this Supplemental Indenture.SECTION 1.2 Amendments to the Indenture.The Indenture is hereby amended by deleting the following sections of the Indenture and allreferences thereto in the Indenture in their entirety:clauses (3), (5), (6), (7) and (8) of Section 5.1 (Events of Default);Section 7.1 (Company May Consolidate, Etc. Only on Certain Terms);Section 10.2 (Maintenance of Offices or Agencies);Section 10.4 (Existence);Section 10.5 (Payment of Taxes and Other Claims); andSection 10.6 (Statement by Officers as to Default).
 
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ARTICLE IIMISCELLANEOUS PROVISIONSSECTION 2.1 Indenture.Except as amended hereby, the Indenture is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of the Indenture for all purposes, and every Holder of Securitiesheretofore or hereafter authenticated and delivered under the Indenture shall be bound by theIndenture as amended hereby. The Trustee hereby agrees to make an appropriate notation on eachGlobal Security and in its records to the effect that the Indenture has been amended pursuant tothe amendments contained in this Supplemental Indenture. Subject to Section 1.13 of the Indenture,in the case of conflict between the Indenture and this Supplemental Indenture, the provisions ofthis Supplemental Indenture shall control.SECTION 2.2 Separability Clause.In case any provision in this Supplemental Indenture shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.SECTION 2.3 Capitalized Terms.Capitalized terms used herein but not defined shall have the meanings assigned to them in theIndenture.SECTION 2.4 Effect of Headings.The Article and Section headings used herein are for convenience only and shall not affect theconstruction of this Supplemental Indenture.SECTION 2.5 Trustee Not Responsible for Recitals.The recitals contained herein shall be taken as the statements of the Company, and neither theTrustee nor any Agent, assumes any responsibility for their correctness. The Trustee makes norepresentation as to the validity or sufficiency of this Supplemental Indenture.SECTION 2.6 Certain Duties and Responsibilities of the Trustee.In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit ofevery provision of the Indenture relating to the conduct or affecting the liability or affordingprotection to the Trustee, whether or not elsewhere herein so provided.SECTION 2.7 Governing Law.THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.SECTION 2.8 Counterparts.This instrument may be executed in any number of counterparts, each of which so executed shallbe deemed to be an original, but all such counterparts shall together constitute but one and thesame instrument.SECTION 2.9 Successors and Assigns.All covenants and agreements in this Supplemental Indenture by the Company shall bind itssuccessors and assigns, whether so expressed or not. All covenants and agreements in thisSupplemental Indenture by the Trustee shall bind its successors and assigns, whether so expressedor not.**[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**
 
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**IN WITNESS WHEREOF,**the parties hereto have caused this First Supplemental Indenture to beduly executed as of the day and year written above.      **THE COMPANY:**