Exhibit 4.1
 Execution Version
 
 AMBASSADORS INTERNATIONAL, INC.
As Issuer
 WILMINGTON TRUST FSB
As Trustee
 THE SUBSIDIARY GUARANTORS NAMED HEREIN
As Guarantors
 Indenture
 Dated as of November 13, 2009
 10% Senior Secured Notes due 2012




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AMBASSADORS INTERNATIONAL, INC.
  Trust IndentureAct Section
    
    Indenture Section310 (a) (1)
    
    609(a) (2)
    
    609(a) (3)
    
    Not Applicable(a) (4)
    
    Not Applicable(a) (5)
    
    609(b)
    
    608(c)
    
    Not Applicable311 (a)
    
    613(b)
    
    613(c)
    
    Not Applicable312 (a)
    
    701(a); 702(a)(b)
    
    702(b)(c)
    
    702(c)313 (a)
    
    703(a)(b)
    
    703(a)(c)
    
    703(a)(d)
    
    703(b)314 (a)
    
    704(b)
    
    1402(c) (1)
    
    102(c) (2)
    
    102(c) (3)
    
    Not Applicable(d)
    
    1405(e)(e)
    
    102315 (a)
    
    601(b)
    
    602; 703(a)(c)
    
    601(d)
    
    601(e)
    
    514316 (a) (1) (A)
    
    502; 512(a) (1) (B)
    
    513(a) (2)
    
    Not Applicable(b)
    
    508(c)
    
    104(c)317 (a) (1)
    
    503(a) (2)
    
    504(b)
    
    1003318
    
    107




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TABLE OF CONTENTS
 PageArticle I Definitions and Other Provisions of General Application
    
    
    1Section 101. Definitions
    
    
    1Section 102. Compliance Certificates and Opinions
    
    
    17Section 103. Form of Documents Delivered to Trustee
    
    
    18Section 104. Acts of Holders: Record Date
    
    
    18Section 105. Notices, Etc., to Trustee, Company, and Subsidiary Guarantors
    
    
    19Section 106. Notice to Holders; Waiver
    
    
    20Section 107. Conflict with Trust Indenture Act
    
    
    20Section 108. Effect of Headings and Table of Contents
    
    
    20Section 109. Successors and Assigns
    
    
    21Section 110. Severability Clause
    
    
    21Section 111. Benefits of Indenture
    
    
    21Section 112. Governing Law
    
    
    21Section 113. Legal Holidays
    
    
    21Section 114. No Adverse Interpretation of Other Agreements
    
    
    21Section 115. Counterpart Originals
    
    
    21Article II Security and Subsidiary Guarantee Forms
    
    
    22Section 201. Forms Generally
    
    
    22Section 202. Form of Face of Security
    
    
    22Section 203. Form of Reverse of Security
    
    
    26Section 204. Form of Trustees Certificate of Authentication
    
    
    29Section 205. Form of Guarantee
    
    
    29Article III The Securities
    
    
    33Section 301. Title and Terms
    
    
    33Section 302. Denominations
    
    
    34Section 303. Execution, Authentication, Delivery and Dating
    
    
    34Section 304. Temporary Securities
    
    
    35Section 305. Registration, Registration of Transfer and Exchange
    
    
    35Section 306. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    36Section 307. Payment of Interest; Interest Rights Preserved
    
    
    37Section 308. Persons Deemed Owners
    
    
    38Section 309. Cancellation
    
    
    38Section 310. Computation of Interest
    
    
    39Section 311. PIK Securities
    
    
    39Section 312. Global Securities
    
    
    39Article IV Satisfaction and Discharge
    
    
    40Section 401. Satisfaction and Discharge of Indenture
    
    
    40Section 402. Application of Trust Money
    
    
    42Section 403. Indemnity for Government Obligations
    
    
    42
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PageArticle V Remedies
    
    
    42Section 501. Events of Default
    
    
    42Section 502. Acceleration of Maturity; Rescission and Annulment
    
    
    44Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    44Section 504. Trustee May File Proofs of Claim
    
    
    45Section 505. Trustee May Enforce Claims Without Possession of Securities
    
    
    46Section 506. Application of Money Collected
    
    
    46Section 507. Limitation on Suits
    
    
    46Section 508. Unconditional Right of Holders to Receive Principal and Interest
    
    
    47Section 509. Restoration of Rights and Remedies
    
    
    47Section 510. Rights and Remedies Cumulative
    
    
    47Section 511. Delay or Omission Not Waiver
    
    
    47Section 512. Control by Holders
    
    
    48Section 513. Waiver of Past Defaults
    
    
    48Section 514. Undertaking for Costs
    
    
    48Section 515. Waiver of Stay or Extension Laws
    
    
    49Section 516. No Personal Liability of Directors, Officers, Employees or
Stockholders
    
    
    49Article VI The Trustee
    
    
    49Section 601. Certain Duties and Responsibilities
    
    
    49Section 602. Notice of Defaults
    
    
    49Section 603. Certain Rights of Trustee
    
    
    50Section 604. Not Responsible for Recitals or Issuance of Securities
    
    
    51Section 605. May Hold Securities
    
    
    51Section 606. Money Held in Trust
    
    
    51Section 607. Compensation and Reimbursement
    
    
    51Section 608. Disqualification; Conflicting Interests
    
    
    52Section 609. Corporate Trustee Required; Eligibility
    
    
    52Section 610. Resignation and Removal; Appointment of Successor
    
    
    53Section 611. Acceptance of Appointment by Successor
    
    
    54Section 612. Merger, Conversion, Consolidation or Succession to Business
    
    
    54Section 613. Preferential Collection of Claims Against Company
    
    
    54Section 614. Appointment of Authenticating Agent
    
    
    54Article VII Holders Lists and Reports by Trustee and Company
    
    
    57Section 701. Company to Furnish Trustee Names and Addresses of Holders
    
    
    57Section 702. Preservation of Information; Communications to Holders
    
    
    57Section 703. Reports by Trustee
    
    
    57Section 704. Reports by Company and the Subsidiary Guarantors
    
    
    58Article VIII Merger, Consolidation, Etc.
    
    
    58Section 801. Mergers, Consolidations and Certain Sales and Purchases of Assets by
the Company
    
    
    58Section 802. Mergers, Consolidations and Certain Sales
of Assets by Subsidiary Guarantors
    
    
    59Section 803. Successor Substituted
    
    
    59Article IX Amendment, Supplement, Modification and Waiver
    
    
    60
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PageSection 901. Without Consent of Holders of Securities
    
    
    60Section 902. With Consent of Holders of Securities
    
    
    61Section 903. Trustee to Sign Amendments, etc.
    
    
    62Section 904. Effect of Supplemental Indentures
    
    
    63Section 905. Conformity with Trust Indenture Act
    
    
    63Section 906. Notation on or Exchange of Securities
    
    
    63Article X Covenants
    
    
    63Section 1001. Payment of Principal and Interest
    
    
    63Section 1002. Maintenance of Office or Agency
    
    
    64Section 1003. Money for Security Payments to be Held in Trust
    
    
    64Section 1004. Existence
    
    
    65Section 1005. Maintenance of Collateral and Properties
    
    
    66Section 1006. Payment of Taxes and Other Claims
    
    
    66Section 1007. Maintenance of Insurance
    
    
    66Section 1008. Limitations on Incurrence of Consolidated Debt and Issuance of Capital
Stock
    
    
    66Section 1009. Anti-Layering Covenant
    
    
    68Section 1010. Limitation on Restricted Payments
    
    
    68Section 1011. Limitations Concerning Distributions and Transfers By Restricted
Subsidiaries
    
    
    69Section 1012. Limitations on Liens
    
    
    70Section 1013. Limitation on Sale and Leaseback Transactions
    
    
    70Section 1014. Limitation on Transactions with Affiliates
    
    
    71Section 1015. Limitation on Certain Asset Dispositions
    
    
    71Section 1016. Limitation on Issuances and Sale of Capital Stock of Restricted
Subsidiaries
    
    
    73Section 1017. Change of Control
    
    
    73Section 1018. Limitation on Acquisitions
    
    
    74Section 1019. Limitation on Capital Expenditures
    
    
    74Section 1020. Provision of Financial Information
    
    
    75Section 1021. Minimum Cash Balance
    
    
    75Section 1022. Most Favored Nation Provision upon Future Tender Offer for, or
Purchase of, Old Securities
    
    
    75Section 1023. Statement by Officers as to Default
    
    
    76Section 1024. Waiver of Certain Covenants
    
    
    77Article XI Redemption of Securities
    
    
    77Section 1101. Right of Redemption
    
    
    77Section 1102. Applicability of Article
    
    
    77Section 1103. Election to Redeem; Notice to Trustee
    
    
    77Section 1104. Selection by Trustee of Securities to Be Redeemed
    
    
    78Section 1105. Notice of Redemption
    
    
    78Section 1106. Deposit of Redemption Price
    
    
    79Section 1107. Securities Payable on Redemption Date
    
    
    79Section 1108. Securities Redeemed in Part
    
    
    79
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PageArticle XII Defeasance and Covenant Defeasance
    
    
    80Section 1201. Companys Option to Effect Defeasance or Covenant Defeasance
    
    
    80Section 1202. Defeasance and Discharge
    
    
    80Section 1203. Covenant Defeasance
    
    
    80Section 1204. Conditions to Defeasance or Covenant Defeasance
    
    
    81Section 1205. Deposited Money and Non-Callable Government Securities to be Held in
Trust; Other Miscellaneous Provisions
    
    
    82Section 1206. Reinstatement
    
    
    83Section 1207. Repayment to the Company
    
    
    83Article XIII Subsidiary Guarantees
    
    
    83Section 1301. Subsidiary Guarantees
    
    
    83Section 1302. Execution and Delivery of Subsidiary Guarantees
    
    
    85Section 1303. Subsidiary Guarantors May Consolidate, Etc., on Certain Terms
    
    
    86Section 1304. Release of Subsidiary Guarantors
    
    
    86Section 1305. Additional Subsidiary Guarantors
    
    
    87Article XIV Security Documents
    
    
    87Section 1401. Security Documents
    
    
    87Section 1402. Recording, Etc.
    
    
    88Section 1403. Possession of the Collateral
    
    
    89Section 1404. Suits to Protect the Collateral
    
    
    89Section 1405. Release of Collateral
    
    
    89Section 1406. Disposition of Collateral Without Release
    
    
    91Section 1407. Sufficiency of Release
    
    
    91Section 1408. Actions by the Trustee
    
    
    92Section 1409. Conflicts Between Indenture and Security Documents
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Company Trustee
 RECITALS OF THE COMPANY
AND THE SUBSIDIARY GUARANTORS
 Securities
   NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  Article I
 Definitions and Other Provisions
of General Application
 Definitions.




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Act
 Affiliate
 Asset Disposition provided however
 2




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Queen of the West
 Attributable Value
 Authenticating Agent
 Board of Directors
 Board Resolution
 Business Day
 3




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Capital Expenditures provided , however provided
 Capital Lease Obligation
 Capital Stock
 Change of Control
 Claim
 4




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Code
 Collateral
 Commission
 Common Stock
 Company
 Company Notice
 Company Request Company Order
 Consolidated Net Worth
 Corporate Trust Office
 corporation
 Debt
 5




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Defaulted Interest
 Depository Depository
 Disqualified Stock
 DTC
 Event of Default
 Exchange Act
 Exchange Offer
 Exchange Offer Documentation
 6




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GAAP
 Global Security
 Government Securities
 Guarantee provided however
 Hedging Obligations
 Holder
 Incentive Arrangement
 Incur provided however
 7




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Indenture
 Intercreditor Agreement Schedule A Schedule A
 Interest Payment Date
 Interest Record Date
 Intra-Company Note
 Investment
 Lien
 Maturity
 Mortgage
 Net Available Proceeds
 8




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Obligations
 Offer
 Offer Expiration Date
 Offer to Purchase Offer Offer Expiration Date Purchase
Date Purchase Amount Purchase Price
 9




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pro
rata
 Officer
 Officers Certificate
 Old Securities
 Opinion of Counsel
 10




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Outstanding provided provided however
 Paying Agent
 Permitted Debt
 Permitted Holder
 Permitted Liens
 11




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Schedule B Queen of the West Delta Queen Delta Queen provided however
 12




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Permitted Refinancing Debt provided however
 Person
 Physical Securities
 PIK Securities
 Predecessor Security
 13




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Preferred Stock
 Purchase Amount
 Purchase Date
 Purchase Price
 Redemption Date
 Redemption Price
 Refinance
 Related Person
 Released Collateral
 Restricted Payments
 Restricted Subsidiary
 Sale and Leaseback Transaction
 Securities
 14




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Securities Custodian
 Security Agreement
 Security Documents
 Security Register Security Registrar
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 Subordinated Debt
 Subsidiary
 Subsidiary Guarantees
 15




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Subsidiary Guarantor
 Trade Payables
 Trustee
 Trust Indenture Act provided however
 Unearned Customer Deposits
 Unrestricted Subsidiary
 Vice President
 16




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Voting Stock
 Weighted Average Life To Maturity
 Wholly Owned Restricted Subsidiary
 Working Capital Facility provided
 WCF Administrative Agent
 Compliance Certificates and Opinions.
   17




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Form of Documents Delivered to Trustee.
    Acts of Holders: Record Date.
  18




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Notices, Etc., to Trustee, Company, and Subsidiary Guarantors.
    19




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Notice to Holders; Waiver.
   Conflict with Trust Indenture Act.
  Effect of Headings and Table of Contents.
  20




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Successors and Assigns.
  Severability Clause.
  Benefits of Indenture.
  Governing Law.
  Legal Holidays.
 provided
 No Adverse Interpretation of Other Agreements.
  Counterpart Originals.
  21




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Article II
 Security and Subsidiary Guarantee Forms
 Forms Generally.
   Form of Face of Security.
  DTC 1
 
 1
    
    This legend will not appear on any Physical Security. 22




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2
  
 2
    
    This language will only appear on a Global Security
with a restricted CUSIP number. Old Securities with CUSIP 023178 AB2 will be
exchanged for Securities with CUSIP 023178 AD8. 23




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AMBASSADORS INTERNATIONAL, INC.
10% SENIOR SECURED NOTE DUE 2012
 GUARANTEED AS TO PAYMENT OF PRINCIPAL
AND INTEREST BY CERTAIN
SUBSIDIARIES OF AMBASSADORS INTERNATIONAL, INC.
 No.  $
    
    CUSIP No.
 3
  
 3
    
    This language will not appear in any Physical Security. 24




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provided however provided further however
     AMBASSADORS INTERNATIONAL, INC.By:Name:Title: 25




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Form of Reverse of Security.
 Securities Indenture Trustee
       26




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27




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OPTION OF HOLDER TO ELECT PURCHASE
  ̈
  Amount: $Dated:
    
    
    
    Your Signature:(Sign exactly as name appears on the other sideof this Security)
 
 28




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SCHEDULE I 4
 CHANGES IN PRINCIPAL AMOUNT
 Amount of
    
    Total PrincipalReason for Increase (or
    
    Increase (or
    
    AmountDecrease)
    
    Decrease) in
    
    of this Security
    
    Signature ofDate
    
    (i.e., issuance, repurchase,
    
    Principal
    
    Following
    
    Authorizedof
    
    transfer, exchange or
    
    Amount of this
    
    such Increase or
    
    Officer ofEvent
    
    payment of in kind interest)
    
    Security
    
    Decrease
    
    Trustee
 Form of Trustees Certificate of Authentication.
  WILMINGTON TRUST FSB,
As TrusteeBy:Authorized Officer Form of Guarantee.
 GUARANTEE
  
 4
    
    This schedule should be included only if the Security
is issued in global form. 29




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Bankruptcy Code
  provided
 30




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however
        31




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THIS SUBSIDIARY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
  AMBASSADORS CRUISE GROUP, LLC
MQ BOAT, LLC
DQ BOAT, LLC
CONTESSA BOAT, LLC
CQ BOAT, LLC
AMBASSADORS INTERNATIONAL CRUISE GROUP (USA), LLC
AMERICAN WEST STEAMBOAT COMPANY LLC
QW BOAT COMPANY LLC
AMBASSADORS INTERNATIONAL MARSHALL ISLANDS, LLC
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC
WINDSTAR SAIL CRUISES LIMITED
WIND STAR LIMITED
WIND SPIRIT LIMITED
DEGREES LIMITED
Each as Subsidiary GuarantorBy:Name:Title: 32




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Article III
 The Securities
 Title and Terms.
    provided however provided further however
    33




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Denominations.
  Execution, Authentication, Delivery and Dating.
        34




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Temporary Securities.
    Registration, Registration of Transfer and Exchange.
 Security Register
  35




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Mutilated, Destroyed, Lost and Stolen Securities.
   36




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Payment of Interest; Interest Rights Preserved.
  Defaulted Interest
  37




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Persons Deemed Owners.
  Cancellation.
  38




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Computation of Interest.
  PIK Securities.
  Global Securities.
       39




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Article IV
 Satisfaction and Discharge
 Satisfaction and Discharge of Indenture.
  40




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41




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Application of Trust Money.
  Indemnity for Government Obligations.
  Article V
 Remedies
 Events of Default.
       42




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43




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Acceleration of Maturity; Rescission and Annulment.
 provided however
     Collection of Indebtedness and Suits for Enforcement by Trustee.
  44




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Trustee May File Proofs of Claim.
   45




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Trustee May Enforce Claims Without Possession of Securities.
  Application of Money Collected.
  FIRST
 SECOND
 THIRD
  Limitation on Suits.
     46




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Unconditional Right of Holders to Receive Principal and Interest.
  Restoration of Rights and Remedies.
  Rights and Remedies Cumulative.
  Delay or Omission Not Waiver.
  47




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Control by Holders.
 provided
   provided further
 Waiver of Past Defaults.
   Undertaking for Costs.
 provided
 48




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Waiver of Stay or Extension Laws.
  No Personal Liability of Directors, Officers, Employees or
Stockholders.
   Article VI
 The Trustee
 Certain Duties and Responsibilities.
  Notice of Defaults.
  49




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provided however
 Certain Rights of Trustee.
        50




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Not Responsible for Recitals or Issuance of Securities.
  May Hold Securities.
  Money Held in Trust.
  Compensation and Reimbursement.
  51




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provided however provided however
  Disqualification; Conflicting Interests.
  Corporate Trustee Required; Eligibility.
  52




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Resignation and Removal; Appointment of Successor.
       53




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Acceptance of Appointment by Successor.
   Merger, Conversion, Consolidation or Succession to Business.
  Preferential Collection of Claims Against Company.
  Appointment of Authenticating Agent.
  54




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55




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WILMINGTON TRUST FSB
As TrusteeBy:As Authenticating AgentBy:As Authorized Officer 56




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Article VII
 Holders Lists and Reports by Trustee and Company
 Company to Furnish Trustee Names and Addresses of Holders.
     Preservation of Information; Communications to Holders.
    Reports by Trustee.
   57




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Reports by Company and the Subsidiary Guarantors.
  Article VIII
 Merger, Consolidation, Etc.
 Mergers, Consolidations and Certain Sales and Purchases of Assets by the
Company.
     58




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provided however
 Mergers, Consolidations and Certain Sales of Assets by Subsidiary
Guarantors.
  Successor Subsidiary Guarantor
 59




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Successor Substituted.
   Article IX
 Amendment, Supplement, Modification and Waiver
 Without Consent of Holders of Securities.
     60




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With Consent of Holders of Securities.
 provided however
      61




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Trustee to Sign Amendments, etc.
  62




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Effect of Supplemental Indentures.
 provided however
 Conformity with Trust Indenture Act.
  Notation on or Exchange of Securities.
   Article X
 Covenants
 Payment of Principal and Interest.
    63




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Code
 Maintenance of Office or Agency.
  provided however
 Money for Security Payments to be Held in Trust.
  64




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provided however
 Existence.
 provided however
 65




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Maintenance of Collateral and Properties.
  Payment of Taxes and Other Claims.
 provided however
 Maintenance of Insurance.
  Limitations on Incurrence of Consolidated Debt and Issuance of Capital
Stock .
   66




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67




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Anti-Layering Covenant.
  Limitation on Restricted Payments.
  68




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Restricted Payment
         Limitations Concerning Distributions and Transfers By Restricted
Subsidiaries.
  69




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Limitations on Liens.
  Limitation on Sale and Leaseback Transactions.
  70




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Limitation on Transactions with Affiliates.
 provided however
  Limitation on Certain Asset Dispositions.
  71




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72




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Limitation on Issuances and Sale of Capital Stock of Restricted
Subsidiaries.
  Change of Control.
 Change of Control Group
 73




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Limitation on Acquisitions.
  Limitation on Capital Expenditures.
  74




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Year
    
    Consolidated Capital ExpendituresDate of issuance through December 31, 2009
    
    a pro rata portion of an annualized amount of 
$5,000,000Year ending December 31, 2010
    
        $6,000,000Year ending December 31, 2011
    
    $4,000,000
   Provision of Financial Information.
  Minimum Cash Balance.
  Most Favored Nation Provision upon Future Tender Offer for, or Purchase
of, Old Securities.
  75




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Statement by Officers as to Default.
    76




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Waiver of Certain Covenants.
 provided however
 Article XI
 Redemption of Securities
 Right of Redemption.
  Applicability of Article.
  Election to Redeem; Notice to Trustee.
  77




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Selection by Trustee of Securities to Be Redeemed.
    Notice of Redemption.
        78




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Deposit of Redemption Price.
  Securities Payable on Redemption Date.
 provided however
  Securities Redeemed in Part.
  79




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Article XII
 Defeasance and Covenant Defeasance
 Companys Option to Effect Defeasance or Covenant Defeasance.
  Defeasance and Discharge.
 defeasance
 Covenant Defeasance.
 covenant defeasance
 80




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Conditions to Defeasance or Covenant Defeasance.
      81




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Deposited Money and Non-Callable Government Securities to be Held in
Trust; Other Miscellaneous Provisions.
   82




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Reinstatement.
 provided however
 Repayment to the Company.
  Article XIII
 Subsidiary Guarantees
 Subsidiary Guarantees.
  83




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Bankruptcy
Code
 provided however
 84




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Execution and Delivery of Subsidiary Guarantees.
    85




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Subsidiary Guarantors May Consolidate, Etc., on Certain Terms.
  Release of Subsidiary Guarantors
     86




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Additional Subsidiary Guarantors.
   Article XIV
 Security Documents
 Security Documents.
    87




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Recording, Etc.
   88




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Possession of the Collateral.
   Suits to Protect the Collateral
  Release of Collateral.
    89




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90




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Disposition of Collateral Without Release.
       Sufficiency of Release.
  91




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Actions by the Trustee.
   Conflicts Between Indenture and Security Documents.
 provided, however
  92




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AMBASSADORS INTERNATIONAL, INC.By:
    /s/ Arthur A. RodneyName:
    Arthur A. RodneyTitle:
    Chief Executive Officer AMBASSADORS CRUISE GROUP, LLC
MQ BOAT, LLC
DQ BOAT, LLC
CONTESSA BOAT, LLC
CQ BOAT, LLC
AMBASSADORS INTERNATIONAL CRUISE GROUP (USA), LLC
AMERICAN WEST STEAMBOAT COMPANY LLC
QW BOAT COMPANY LLC
AMBASSADORS INTERNATIONAL MARSHALL ISLANDS, LLC
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC
WINDSTAR SAIL CRUISES LIMITED
WIND STAR LIMITED
WIND SPIRIT LIMITED
DEGREES LIMITED
Each as Subsidiary GuarantorBy:
    /s/ Arthur A. RodneyName:
    Arthur A. RodneyTitle:
    Authorized Signatory WILMINGTON TRUST FSBBy:
    /s/ Michael G. Oller, Jr.Name:
    Michael G. Oller, Jr.Title:
    Assistant Vice President




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Schedule A




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AMBASSADORS INTERNATIONAL, INC.
 SUMMARY OF PRINCIPAL TERMS AND CONDITIONS  OF INTERCREDITOR AGREEMENT
 Second Lien Collateral Agent Senior Secured Notes Company Guarantor Guarantors Second Priority Liens First Lien Collateral Agent First Priority Liens Intercreditor Agreement
  Indenture
 Priority and
Subordination:
    
    The Second Priority Liens securing the obligations owed to the Second Lien
Collateral Agent and the holders of the Senior Secured Notes (together
with the Second Lien Collateral Agent, the Second Priority Lienholders)
under the Indenture, the Senior Secured Notes and the related security
documents (the Second Lien Obligations) shall be junior and subordinated
to the First Priority Liens securing the obligations under the Working
Capital Facility, up to the First Lien Cap Amount (as defined below) (the
First Lien Obligations).The First Lien Collateral Agent, on behalf of the lenders under the
Working Capital Facility (together with the First Lien Collateral Agent,
the First Priority Lienholders), will have the benefit of a standstill
period on the ability of the Second Priority Lienholders to exercise
certain lien-related remedies with respect to the Collateral (as defined
below), as described herein in Exercise of Remedies; Standstill and
Bankruptcy.




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2 The collateral securing the Second Lien Obligations and the First Lien
Obligations shall be identical and shall include substantially all of the
present and future assets (to the extent that a security interest can be
granted therein under applicable law) of the Company and the Guarantors
(the Collateral). Any additional collateral shall benefit the First
Lien Obligations and Second Lien Obligations in accordance with their lien
priorities.The First Priority Liens and the Second Priority Liens will be created
under separate collateral documents; provided, however, that the
collateral documents for the Second Lien Obligations (collectively, the
Second Lien Collateral Documents) will be identical in form and
substance in all material respects to the collateral documents for the
First Lien Obligations (collectively, the First Lien Collateral
Documents). The Second Lien Collateral Agent shall, in connection with
the execution and delivery (as set forth below under Authority) of the
Intercreditor Agreement (or any amendment thereto that is permitted by the
terms thereof), be authorized (subject to the ten (10) day period set
forth below under Review of Documentation) to execute and deliver any
amendment or modification to the Second Lien Collateral Documents in order
to conform the same to the comparable First Lien Collateral Documents, so
long as such amendment or modification would not (i) result in the release
of any Collateral, (ii) result in the Collateral securing the Second Lien
Obligations being less than substantially all the assets (to the extent
that a security interest can be granted therein under applicable law) of
the Company and the Guarantors or (iii) result in the Second Lien
Collateral Documents, after giving effect to such amendment or
modification, being materially less favorable to the Second Lien
Collateral Agent or the Second Priority Lienholders than the Second Lien
Collateral Documents as originally executed. The Intercreditor Agreement
shall provide for the First Lien Collateral Agent to act as bailee for
perfection for the Second Lien Collateral Agent for purposes of control or
physical possession of any Collateral in which a security interest is
or may be perfected by control or physical possession under applicable law;
provided, however, that upon discharge in full of the First Lien
Obligations, the First Lien Collateral Agent will promptly transfer
such Collateral to the Second Lien Collateral Agent.Any waiver, amendment or consent with respect to any provision of the
First Lien Collateral Documents that is favorable to the First Priority
Lienholders shall be deemed to automatically apply to any applicable
provisions of the Second Lien Collateral Documents.The subordination provisions for the Second Priority Liens will apply
notwithstanding, among other things, any defect or deficiency in the
creation, attachment or perfection of any First Priority Lien.The Second Priority Lienholders will agree not to seek to make any Second
Priority Lien pari passuwith, or to obtain any preference or priority
over, any First Priority Lien.




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3 The Second Priority Lienholders will agree not to interfere with the
exercise of remedies by the First Priority Lienholders with respect to the
Collateral, subject to the ability of the Second Priority Lienholders to
exercise their remedies with respect to the Collateral as described herein
in Exercise of Remedies; Standstill and Bankruptcy.The First Priority Lienholders will not object to the amount, validity,
priority or enforceability of the Second Priority Lienholders claims or
liens. The Second Priority Lienholders will not object to the amount,
validity, priority or enforceability of the First Priority Lienholders
claims or liens.If any First Lien Obligations or Second Lien Obligations are paid and such
payment or any part thereof is required to be returned or repaid, the
subordination terms with respect to the liens securing such obligations
shall be reinstated with respect thereto until again fully paid in cash,
subject to any limitation in the Intercreditor Agreement (as set forth
herein) on the maximum amount of such obligations then in effect.The First Lien Obligations shall be limited to an amount not to exceed the
First Lien Cap Amount (as defined below); provided, however, that the
First Lien Cap Amount shall not limit the following: (1) interest accrued
and unpaid on the principal amount of the First Lien Obligations at the
applicable rate provided for in the Working Capital Facility (other than
any interest paid in kind and added to principal), (2)(i) the net amount of
interest rate swap obligations, (ii) the net amount of interest rate hedge
obligations and/or (iii) cash management obligations, if any, owed to any
person (or its affiliates) which is a lender or secured party under the
Working Capital Facility at the time such obligations are incurred, and
(3) customary fees and expenses of the First Lien Collateral Agent and the
First Priority Lienholders, in each case to the extent incurred pursuant
to, and to the extent reimbursable by the Company in accordance with, the
expense reimbursement and fee provisions to be contained in the Working
Capital Facility. As used herein, First Lien Cap Amount means $10
million, as reduced by the aggregate principal amount of (i) all
prepayments and repayments of term loans made under the Working Capital
Facility, (ii) all prepayments of revolving loans made under the Working
Capital Facility (to the extent accompanied by permanent reduction of
revolving commitments) and (iii) all other permanent reductions of
revolving credit commitments under the Working Capital Facility.The Second Lien Obligations will not be subordinated in right of payment
to the First Lien Obligations.




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4 The Second Priority Lienholders will be permitted, during the continuance
of an event of default with respect to the Second Lien Obligations, to
exercise the rights of unsecured creditors and to retain any amounts
obtained in respect of such obligations, except to the extent such amounts
constitute Collateral for the First Lien Obligations or proceeds of such
Collateral, which shall be segregated, held in trust and turned over to
the First Priority Lienholders. Nothing in the Intercreditor Agreement
shall prevent the Second Priority Lienholders from receiving scheduled
interest and/or principal payments so long as such payments are not
proceeds of Collateral resulting from the exercise of remedies by the
Second Priority Lienholders in contravention of the Intercreditor
Agreement.Review of
Documentation
    
    The Company shall provide copies of the proposed Working Capital Facility,
First Lien Collateral Documents and Intercreditor Agreement, and any
proposed amendments to the Second Lien Collateral Documents made to
conform the Second Lien Collateral Documents to the comparable First Lien
Collateral Documents, to the Second Lien Collateral Agent and to any party
that confirms in writing to the Company that it (together with its
affiliates) is a beneficial holder of at least $4.0 million in aggregate
principal amount of Senior Secured Notes, at least ten (10) days prior to
execution thereof. The Second Lien Collateral Agent shall not execute the
Intercreditor Agreement or any such amendment to the Second Lien
Collateral Documents until at least five (5) business days after draft
copies thereof that are determined by the Company to be substantially
consistent with the final versions thereof have been provided to the
Second Lien Collateral Agent and such holders of Senior Secured Notes in
accordance with the preceding sentence.Following effectiveness of the Working Capital Facility, in the event of
any proposed amendments to the Intercreditor Agreement, and/or any
proposed amendments to the Second Lien Collateral Documents made to
conform the Second Lien Collateral Documents to the comparable First Lien
Collateral Documents, the Company shall provide copies of such proposed
amendments and the amended First Lien Collateral Document to the Second Lien Collateral Agent and to any party that
confirms in writing to the Company that it (together with its affiliates)
is a beneficial holder of at least $4.0 million in aggregate principal
amount of Senior Secured Notes, at least five (5) business days prior to
execution thereof. The Second Lien Collateral Agent shall not execute
any amendment to the Intercreditor Agreement or any such amendment to the
Second Lien Collateral Documents until at least five (5) business days
after draft copies thereof that are determined by the Company to be
substantially consistent with the final versions thereof have been
provided to the Second Lien Collateral Agent and such holders of Senior
Secured Notes in accordance with the preceding sentence.Promptly after execution thereof, the Company shall provide the Second
Lien Collateral Agent with copies of the Working Capital Facility, First




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##### 



5 Lien Collateral Documents, Intercreditor Agreement, any amendments
thereto, and any amendments to the Second Lien Collateral Documents.The Company shall pay the reasonable legal fees and expenses of counsel
for the Second Lien Collateral Agent designated by the Second Lien
Collateral Agent, and of one counsel for the holders of the Senior Secured
Notes designated by holders of a majority in principal amount of the
outstanding Senior Secured Notes, in reviewing, prior to execution, any
proposed Working Capital Facility, First Lien Collateral Documents,
Intercreditor Agreement, any proposed amendments thereto , and/or any
proposed amendments to the Second Lien Collateral Documents.Exercise of
Remedies;
Standstill:
    
    So long as any First Lien Obligations are outstanding, the Second Priority
Lienholders will be prohibited from (i) foreclosing on, or taking any
other enforcement action or exercising any other right or remedy
(including setoff) with respect to, the Collateral, and (ii) instituting
any action or proceeding for any such purpose with respect to the
Collateral, except that:
 o
    
    the Second Priority Lienholders may take such actions as the Second
Priority Lienholders deem necessary or advisable to continue, create,
perfect, preserve or protect (but not enforce) the perfection of the
Second Priority Liens;o
    
    the Second Priority Lienholders may take any enforcement action after
the passage of a period of 180 days (the Standstill Period) from the
earlier of (a) the scheduled maturity date of the Senior Secured Notes
(i.e., January 15, 2012) and (b) the later of (x) the date on which the
Trustee or the holders of at least 25% in aggregate principal amount of
the Senior Secured Notes (the Notifying Holders) have advised the
Company in writing of the occurrence of an Event of Default under the
Indenture and (y) the date on which the Trustee or the Notifying Holders
have notified the First Lien Collateral Agent in writing of such
occurrence; provided, however, that (i) the Second Priority Lienholders
may not exercise any such rights or remedies if, notwithstanding the
expiration of the Standstill Period, the First Lien Collateral Agent has
commenced and is diligently pursuing the exercise of its rights or
remedies with respect to all or any material portion of the Collateral
(prompt notice of such exercise to be given to the Second Lien Collateral
Agent) at the time the Second Lien Collateral Agent or any other Second
Priority Lienholders commences or proposes to commence such exercise of
rights or remedies and (ii) in no event shall such exercise of rights or
remedies on behalf of the Second Priority Lienholders affect the priority




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6 and other rights of the First Lien Collateral Agent or the rights of the
Second Lien Collateral Agent (with respect to any enforcement by the
Second Priority Lienholders) set forth in the Intercreditor Agreement; ando
    
    the Second Priority Lienholders may exercise rights in a bankruptcy
proceeding as described herein in Bankruptcy.
 So long as any of the First Lien Obligations are outstanding, any proceeds
of Collateral received in connection with the sale or other disposition
of, or collection on, such Collateral upon the exercise of remedies, or
the value allocable to the Collateral, shall be applied by the First Lien
Collateral Agent to the First Lien Obligations in such order as specified
in the relevant documents governing the First Lien Obligations
(collectively, the First Lien Documentation). Upon the discharge of the
First Lien Obligations, the First Lien Collateral Agent shall deliver to
the Second Lien Collateral Agent for the benefit of the Second Priority
Lienholders all remaining proceeds of Collateral held by it, to be applied
by the Second Lien Collateral Agent to the Second Lien Obligations in
accordance with the Indenture. After the discharge of the First Lien
Obligations, so long as any of the Second Lien Obligations are
outstanding, any proceeds of Collateral received in connection with the
sale or other disposition of, or collection on, such Collateral upon the
exercise of remedies, or the value allocable to the Collateral, shall be
applied by the Second Lien Collateral Agent to the Second Lien Obligations
in accordance with the Indenture and the Security Documents.Prior to the discharge of the First Lien Obligations, the Second Priority
Lienholders will not take or receive any Collateral or proceeds of
Collateral in contravention of the Intercreditor Agreement and will agree
to pay over to the First Priority Lienholders any such Collateral or any
proceeds of any such Collateral that they may so receive.Restrictions on
Amendments to First
Lien Obligations
and Second Lien
Obligations:
    
    The Second Lien Obligations may be amended, increased, extended, renewed,
replaced or refinanced, with the amended, increased, extended, renewed,
replaced or refinanced obligations being entitled to the same benefits and
subject to the same limitations provided for in the Intercreditor
Agreement (as set forth herein), in each case subject to and in accordance
with the covenants in the Indenture; provided, however, that, without the
prior written consent of the First Lien Collateral Agent, any such
amendment, increase, extension, renewal, replacement or refinancing shall
not, directly or indirectly:
 o  contravene the provisions of the Intercreditor Agreement;o  increase the interest rate on the Second Lien Obligations to the extent
any such increased interest is payable in cash;




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7 o  change any default or event of default under the Indenture or the Second
Lien Collateral Documents in a manner adverse to the Company and the
Guarantors or confer any additional rights in favor of the Second Priority
Lienholders that are adverse to the Company and the Guarantors (other than
rights to receive reports or information prepared by the Company and/or
the Guarantors);o  change to earlier dates any dates upon which payments of principal or
interest on the Senior Secured Notes are required to be made under the
Indenture; oro  eliminate or restrict the Companys right to pay all interest on the
Senior Secured Notes in kind prior to the earlier of (i) the maturity of
the Senior Secured Notes or (ii) the final maturity date for the Working
Capital Facility as in effect on the closing date therefor.
 The First Lien Obligations may be amended, increased, extended, renewed,
replaced or refinanced, with the amended, increased, extended, renewed,
replaced or refinanced obligations being entitled to the same benefits and
subject to the same limitations provided for in the Intercreditor
Agreement, in each case subject to and in accordance with the covenants in
the First Lien Documentation; provided, however, that, without the prior
written consent of the holders of a majority in principal amount of the
outstanding Senior Secured Notes, any such amendment, increase, extension,
renewal, replacement or refinancing shall not, directly or indirectly:
 o  increase the aggregate principal amount of the First Lien Obligations
(including loans, extensions of credit and commitments under the Working
Capital Facility) to an amount in excess of the First Lien Cap Amount;o  increase the interest rate payable on the First Lien Obligations (or, if
interest on the First Lien Obligations is calculated by reference to an
index such as LIBOR or the prime rate, increase the applicable interest
rate margin) by more than 100 basis points; oro  contravene the provisions of the Intercreditor Agreement (as set forth
herein).
 Release of
Collateral or
Guarantors:
    
    In the event that the First Priority Lienholders release (a) a lien on all
or any portion of the Collateral or (b) any Guarantor from its obligations
under the First Lien Documentation, in either case in connection with (i)
the exercise of the First Priority Lienholders rights and remedies in




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8 respect of the Collateral, or (ii) any sale or other disposition of any
Collateral in any bankruptcy proceeding, subject to the applicable
conditions in the Intercreditor Agreement with respect to asset sales
supported by the First Priority Lienholders in bankruptcy proceedings, the
comparable lien or obligation in respect of the Second Lien Obligations
shall be released, so long as (x) the Second Priority Lien attaches to the
proceeds of any sale or disposition of Collateral and (y) the net proceeds
of any sale or disposition of Collateral are applied to repay and, to the
extent applicable, permanently reduce commitments with respect to, the
First Lien Obligations and/or to reduce the Second Lien Obligations;
provided, however, that the Second Priority Lienholders shall not be
required to release any liens (A) in connection with the discharge of the
First Lien Obligations (unless there is a similar discharge of the Second
Lien Obligations), (B) after the occurrence and during the continuance of
any event of default under the Second Lien Obligations, other than in the
case of the First Priority Lienholders exercise of remedies described in
clause (i) above, or (C) in connection with the release of all or
substantially all of the Collateral, or the release of all or
substantially all of the aggregate value of the guarantees.Bankruptcy:
    
    The Second Priority Lienholders may:
 o
    
    commence or participate in the commencement of a bankruptcy proceeding
of the Company or any Guarantor;o
    
    file a claim or statement of interest with respect to the Second Lien
Obligations;o
    
    vote on any plan of reorganization, file any proof of claim or make
other filings and make any arrangements and motions that are, in each
case, not inconsistent with the terms of the Intercreditor Agreement with
respect to the Second Lien Obligations and the Collateral; ando
    
    file any pleadings, objections, motions or agreements which assert
rights or interests available to unsecured creditors of the debtors
arising under either any insolvency or liquidation proceeding or
applicable non-bankruptcy law, in each case, not inconsistent with the
terms of the Intercreditor Agreement.
 The Second Priority Lienholders agree, in connection with any bankruptcy
proceeding, whether voluntary or involuntary (except (i) with consent of
the requisite First Priority Lienholders, (ii) in conjunction with the
First Priority Lienholders, or (iii) if the First Priority Liens are
deemed fully secured or adequately protected/unimpaired by the bankruptcy
court):




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9 o
    
    not to seek relief from the automatic stay in respect of the Collateral
or any lien thereon;o
    
    not to oppose or object to adequate protection sought by or granted to
any First Priority Lienholder;o
    
    to consent to and not oppose the use of cash collateral, so long as (x)
the use of such cash collateral is consented to or not objected to by
holders of the First Lien Obligations or the First Lien Collateral Agent
and is not materially prejudicial to the interests of the Second Priority
Lienholders, (y) such cash collateral order does not expressly require the
liquidation of the Collateral prior to a default under the cash collateral
order and (z) such Cash Collateral use together with the First Lien
Obligations does not exceed the First Lien Cap Amount;o
    
    to consent to and not oppose any DIP financing provided by the First
Priority Lienholders or others, including on a priming basis (to the
extent First Lien Obligations are subordinated to or pari passuwith such
DIP financing), that is consented to or not objected to by holders of the
First Lien Obligations or the First Lien Collateral Agent; provided that
(a) such DIP financing does not compel the debtor to seek confirmation of
a specific plan of reorganization for which all or a substantial portion
of the material terms are set forth in the DIP financing or a related
document, (b) such DIP financing does not expressly require the sale or
liquidation of any Collateral prior to a default under the DIP financing
documents, (c) the amount of such DIP financing together with the First
Lien Obligations outstanding on the petition date does not exceed 110% of
the First Lien Cap Amount and (d) the Second Priority Lienholders retain
the right to propose any other DIP financing;o
    
    not to object to asset sales in any bankruptcy proceeding, including
under Section 363 of the Bankruptcy Code, supported by the First Priority
Lienholders so long as (x) the Second Priority Liens continue in the
proceeds of the dispositions, subject to the terms of the Intercreditor
Agreement (as set forth herein), and (y) the rights of the Second Priority
Lienholders under Section 363(k) of the Bankruptcy Code (i.e., right to
bid on sale) are not impaired, unless (i) such objection is based on an
alternative transaction that would result in a better transaction, in
terms of pricing, consideration, terms and conditions, or otherwise, than
the




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10 proposed sale or (ii) such objection is based on an alternative
transaction that would result in the payment in full of the First Lien
Obligations;o
    
    not to oppose or object to the determination of the extent of any First
Priority Lien or the value of any claims of First Priority Lienholders
under §506(a) of the Bankruptcy Code; ando
    
    not to oppose or object to the payment of interest, reasonable fees,
reasonable expenses or other amounts under §506(b) or (c) of the
Bankruptcy Code, including without limitation post-petition interest, to
any First Priority Lienholder.
 In addition, the Second Priority Lienholders agree, in connection with any
bankruptcy proceeding, whether voluntary or involuntary:
 o
    
    that the First Priority Lienholders and Second Priority Lienholders
shall vote as separate classes on any plan of reorganization; ando
    
    that the Intercreditor Agreement shall remain in full force and effect
in accordance with its terms.
 The First Priority Lienholders agree, in connection with any bankruptcy
proceeding, whether voluntary or involuntary:
 o
    
    if the First Priority Lienholders are granted adequate protection
consisting of additional collateral (with replacement liens on such
additional collateral) or super-priority claims in connection with any DIP
financing or use of cash collateral, then in connection with any such DIP
financing or use of cash collateral, the Second Priority Lienholders may
seek or accept adequate protection consisting solely of (x) a replacement
Lien on the same additional collateral, subordinated to the liens securing
the First Lien Obligations and such DIP financing on the same basis as the
other liens securing the Second Lien Obligations are so subordinated to
the First Lien Obligations, and (y) super-priority claims junior in all
respects to the super-priority claims granted to the First Priority
Lienholders;o
    
    not to oppose or object to the determination of the extent of any Second
Priority Lien or the value of any claims of Second Priority Lienholders
under §506(a) of the Bankruptcy Code;o
    
    not to oppose or object to
the payment of interest, reasonable




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11 fees,
reasonable expenses or other amounts under §506(b) or (c) of the
Bankruptcy Code, including without limitation post-petition interest, to
any Second Priority Lienholder;o
    
    that the First Priority Lienholders and Second Priority Lienholders
shall vote as separate classes on any plan of reorganization; ando
    
    that the Intercreditor Agreement shall remain in full force and effect
in accordance with its terms.
 Purchase Right:
    
    In the event that (1) an Event of Default relating to failure to make any
payment of principal, interest or other amount due to the First Priority
Lienholders under the Working Capital Facility occurs (after giving effect
to any applicable grace period therefor) under the Working Capital
Facility, (2) any other Event of Default occurs under the Working Capital
Facility which results in the acceleration of the First Lien Obligations
or other exercise of remedies or (3) an insolvency proceeding is commenced
with respect to the Company and/or any of the Guarantors, one or more of
the Second Priority Lienholders will have the option at any time to
purchase all of the First Lien Obligations then outstanding and unpaid in
cash, at par (together with (i) any accrued interest plus (ii) customary
fees and expenses owing to the First Lien Collateral Agent and the First
Priority Lienholders, to the extent incurred pursuant to, and to the
extent reimbursable by the Company in accordance with, the expense
reimbursement and fee provisions contained in the Working Capital
Facility); provided that the Second Priority Lienholders shall also cash
collateralize any outstanding letters of credit issued under the Working
Capital Facility in an amount equal to the aggregate stated amount
thereof.Amendments to
Intercreditor
Agreement:
    
    The Intercreditor Agreement may be amended from time to time, so long as
(i) the terms of the Intercreditor Agreement, as so amended, would comply
with the terms hereof and (ii) such amendment is approved by holders of a
majority in principal amount of the outstanding Senior Secured Notes;
provided, however, that approval of holders of Senior Secured Notes will
be not required for any amendment that (x) has the sole effect of adding
Collateral or adding Subsidiary Guarantors or of preserving, perfecting or
establishing the Liens in favor of the Second Lien Collateral Agent or the
rights of the Second Lien Collateral Agent in respect thereof, or (y) does not reduce, impair or adversely
affect any rights of the Second Priority Lienholders. Notwithstanding the
foregoing, the approval of holders of at least 95% in aggregate principal
amount of the outstanding Senior Secured Notes will be required for any
amendment to the Intercreditor Agreement that effects or results in (x) a release of any
Subsidiary Guarantor from any of its




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##### 



12 obligations under its Subsidiary
Guarantee (except under the circumstances expressly set forth in the
Indenture) or (y) a release of all or substantially all, or any material
portion, of the Collateral securing the Senior Secured Notes (except under
the circumstances expressly set forth in the Indenture).Governing Law:
    
    New York.Authority:
    
    As a condition precedent to the execution and delivery of the
Intercreditor Agreement described herein (or any amendment thereto) and/or
the execution and delivery of any amendments or modifications to the
Second Lien Collateral Documents in connection therewith (as contemplated
hereby), the Company will provide the Second Lien Collateral Agent with
(i) a certificate of an executive officer of the Company and (ii) a legal
opinion of outside counsel to the Company, each confirming that the Second
Lien Collateral Agent has the authority under the Indenture (including the
terms of this Schedule A) and the Second Lien Collateral Documents to
enter into the Intercreditor Agreement (or such amendment thereto) and/or
such amendments or modifications to the Second Lien Collateral Documents,
if any, provided, however, that such counsel may rely on a certificate of
an executive officer of the Company as to whether (A) any limitation or
burden contained in the Intercreditor Agreement on, or other provision
contained in the Intercreditor Agreement adversely affecting, the rights
or remedies of the Second Priority Lienholders which is not expressly set
forth herein represents a material limitation or burden on, or materially
adversely affects, the rights or remedies of the Second Priority
Lienholders, and (B) any amendments or modifications to the Second Lien
Collateral Documents would (1) result in the Collateral securing the
Second Lien Obligations being less than substantially all of the
then-present and future assets (to the extent that a security interest can
be granted therein under applicable law) of the Company and the Guarantors
or (2) result in the Second Lien Collateral Documents, after giving effect
to such amendment or modification, being materially less favorable to the
Second Lien Collateral Agent or the Second Priority Lienholders than the
Second Lien Collateral Documents as originally executed. Upon receipt of
such certificate and legal opinion (and subject to compliance with (or
waiver by the Second Lien Collateral Agent and any holder entitled to such
review as set forth in Review of Documentation) the applicable review
period set forth above under Review of Documentation), the Second Lien
Collateral Agent shall enter into the Intercreditor Agreement (or such
amendment thereto) and/or such amendments or modifications to the Second
Lien Collateral Documents, if any, so long as such documents are otherwise
in form and substance reasonably satisfactory to the Second Lien
Collateral Agent. The Second Lien Collateral Agent shall not be obligated
to enter into any amendment to the Intercreditor Agreement or Second Lien
Collateral Documents if such amendment would adversely affect the rights,
duties,




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##### 



13 liabilities or immunities of the Second Lien Collateral Agent or
if it would require the Second Lien Collateral Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of
any of its duties thereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
  2




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Schedule B Preferred ship mortgage on the Queen of the Westin favor of American Express for credit card processing. Lien on cash in favor of Bank of America, N.A. to support issuance of a letter of credit issued to Airline Reporting
Corporation to support the Company in its ability to issue air tickets. Lien on cash in favor of Bank of America, N.A. to support issuance of a letter of credit issued to United Airlines to
support the Company in its ability to issue airline tickets. Note: the Company currently contemplates that such letter
of credit will be cancelled in early December. Preferred mortgage on the Delta Queenin favor of a charterer, Delta Queen, LLC, for transportation costs and potential
early termination fees of the charter. Liens on the Collateral in favor of the Trustee to secure Companys obligations with respect to the Securities.  2




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Schedule C Corporate guarantee by the Company of minimum lease payments on the American Queenowed to the U.S. Maritime
Administration (MARAD). The Company is currently in litigation with MARAD regarding such guarantee. The Company
maintains that the amount owed is approximately $950,000, while MARAD claims that the amount owed is approximately
$1.150 million. Letter of credit in the amount of approximately $70,000 issued to Airline Reporting Corporation on behalf of the
Company to support the Company in its ability to issue air tickets. Letter of credit in the amount of approximately $25,000 issued to United Airlines on behalf of the Company to support
the Company in its ability to issue air tickets. Note: the Company currently contemplates that such letter of credit
will be cancelled in early December. Intercompany receivable due from Windstar to the Company in the amount of $76,931,577. The Securities. The Subsidiary Guarantees. Any Old Securities not tendered in the Exchange Offer.  3