Exhibit 4.2
 EXECUTION VERSION
   PLEDGE AND SECURITY AGREEMENT
  AMBASSADORS INTERNATIONAL, INC.,
 THE SUBSIDIARY GUARANTORS PARTY HERETO,
  WILMINGTON TRUST FSB,




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND INTERPRETATION
    
    
    1SECTION 1.1. Definitions
    
    
    1ARTICLE II GRANT OF SECURITY AND SECURED OBLIGATIONS
    
    
    8SECTION 2.1. Grant of Security Interest
    
    
    8SECTION 2.2. Filings
    
    
    9ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED
COLLATERAL
    
    
    10SECTION 3.1. Delivery of Certificated Securities Collateral
    
    
    10SECTION 3.2. Perfection of Uncertificated Securities Collateral
    
    
    10SECTION 3.3.
Financing Statements and Other Filings; Maintenance of Perfected
Security Interest
    
    
    10SECTION 3.4. Other Actions
    
    
    11SECTION 3.5. Joinder of Additional Subsidiary Guarantors
    
    
    14SECTION 3.6. Supplements; Further Assurances
    
    
    14ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS
    
    
    15SECTION 4.1. Title
    
    
    15SECTION 4.2. Validity of Security Interest
    
    
    15SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral
    
    
    15SECTION 4.4. Other Financing Statements
    
    
    16SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of Organization
    
    
    16SECTION 4.6. Due Authorization and Issuance
    
    
    16SECTION 4.7. Consents, etc
    
    
    16SECTION 4.8. Pledged Collateral
    
    
    17SECTION 4.9. Insurance
    
    
    17SECTION 4.10. Defaults, etc
    
    
    17ARTICLE V CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
    
    
    17SECTION 5.1. Pledge of Additional Securities Collateral
    
    
    17SECTION 5.2. Voting Rights; Distributions, etc.
    
    
    17SECTION 5.3. Certain Agreements of Pledgors As Issuers and Holders of Capital Stock
    
    
    19ARTICLE VI CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
    
    
    19
  i




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PageSECTION 6.1. Grant of Intellectual Property License
    
    
    19SECTION 6.2. Protection of Collateral Agents Security
    
    
    19SECTION 6.3. After-Acquired Property
    
    
    20SECTION 6.4. Litigation
    
    
    20ARTICLE VII CERTAIN PROVISIONS CONCERNING RECEIVABLES
    
    
    21SECTION 7.1. Maintenance of Records
    
    
    21SECTION 7.2. Legend
    
    
    21SECTION 7.3. Modification of Terms, etc
    
    
    21SECTION 7.4. Collection
    
    
    21ARTICLE VIII TRANSFERS
    
    
    22SECTION 8.1. Transfers of Pledged Collateral
    
    
    22ARTICLE IX REMEDIES
    
    
    22SECTION 9.1. Remedies
    
    
    22SECTION 9.2. Notice of Sale
    
    
    24SECTION 9.3. Waiver of Notice and Claims
    
    
    24SECTION 9.4. Certain Sales of Pledged Collateral
    
    
    24SECTION 9.5. No Waiver; Cumulative Remedies
    
    
    25SECTION 9.6. Certain Additional Actions Regarding Intellectual Property
    
    
    26ARTICLE X APPLICATION OF PROCEEDS
    
    
    26SECTION 10.1. Application of Proceeds
    
    
    26ARTICLE XI MISCELLANEOUS
    
    
    27SECTION 11.1. Concerning Collateral Agent
    
    
    27SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact
    
    
    29SECTION 11.3. Continuing Security Interest; Assignment
    
    
    30SECTION 11.4. Termination; Release
    
    
    30SECTION 11.5. Modification in Writing
    
    
    30SECTION 11.6. Notices
    
    
    31SECTION 11.7. Governing Law
    
    
    31SECTION 11.8. Consent to Jurisdiction and Service of Process; Waiver of Jury Trial
    
    
    31SECTION 11.9. Severability of Provisions
    
    
    32SECTION
11.10. Execution in Counterparts
    
    
    32SECTION 11.11. Business Days
    
    
    32SECTION 11.12. No Credit for Payment of Taxes or Imposition
    
    
    32SECTION 11.13. No Claims Against Collateral Agent
    
    
    32SECTION 11.14. No Release
    
    
    32SECTION 11.15. Obligations Absolute
    
    
    33
  ii




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PageSECTION 11.16. Joint and Several Liability
    
    
    33SECTION 11.17. Intercreditor Agreement
    
    
    34SECTION 11.18. Post Closing Collateral Matters
    
    
    34EXHIBIT 1  Form of Copyright Security AgreementEXHIBIT 2  Form of Joinder AgreementEXHIBIT 3  Form of Patent Security AgreementEXHIBIT 4  Form of Control Agreement Concerning Securities AccountsEXHIBIT 5  Form of Trademark Security AgreementEXHIBIT 6  Form of Issuers AcknowledgmentEXHIBIT 7  Form of Securities Pledge AmendmentEXHIBIT 8  Form of Credit Card Notification
  iii




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Agreement Company Pledgors Pledgor Collateral Agent
  Indenture Notes
       Definitions
  provided
 Accounts Bank Chattel Paper Commercial Tort Claim Commodity Account Commodity Contract Commodity Intermediary Documents Electronic




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Chattel Paper Entitlement Order Equipment Financial
Asset Fixtures Goods Inventory Investment
Property Letter-of-Credit Rights Letters of Credit Money Payment Intangibles Proceeds Records Securities Account Securities Intermediary Supporting Obligations Tangible Chattel
Paper
  Account Debtor
 Agreement
 Collateral Agent
 Collateral Support
 Company
 Contracts
 Control
 Control Agreements
 Copyrights
 Copyright Security Agreement Exhibit 1
  2




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Credit Card Issuer
 Credit Card Notification Exhibit 8
 Credit Card Processor
 Credit Card Receivables
 Deposit Accounts
 Deposit Account Control Agreement
 Distributions
 Excluded Accounts Section 3.4(c)
 Excluded Deposit Account Section 3.4(b)
  3




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Excluded Securities Account Section
3.4(c)
 Foreign Subsidiary
 General Intangibles
 Goodwill
 Indenture
  4




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Instruments
 Intellectual Property Collateral
 Intellectual Property Licenses
 Intercompany Notes
 Holders
 Joinder Agreement Exhibit
2
 Material Intellectual Property Collateral
 Mortgaged Property
 Notes
 Note Documents
 Organizational Documents
  5




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Patents
 Patent Security Agreement Exhibit 3
 Perfection Questionnaire Section 3.5
 Pledge Amendment Section 5.1
 Pledged Collateral Section
2.1
 Pledged Securities
  6




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Pledgor
 Receivables
 Securities Account Control Agreement Exhibit 4
 Securities Collateral
 Trademarks
 Trademark Security Agreement Exhibit 5
 UCC provided however
 Interpretation
  7




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Perfection Questionnaire
   Grant of Security Interest Pledged Collateral
           8




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provided
 Filings
 Section 2.2(a)
   9




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Delivery of Certificated Securities Collateral
 Perfection of Uncertificated Securities Collateral Exhibit 6
 Financing Statements and Other Filings; Maintenance of Perfected Security
Interest
  10




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Other Actions
 Instruments and Chattel Paper
 Deposit Accounts Excluded
Deposit Accounts
  11




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Investment Property Excluded Securities Accounts Excluded Accounts Section 3.4(c)
   provided however
  12




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Electronic Chattel Paper and Transferable Records
 Letter-of-Credit Rights
 Commercial Tort Claims
  13




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Motor Vehicles provided however
 Intellectual Property
 Credit Card Receivables
 Joinder of Additional Subsidiary Guarantors Exhibit 2
 Supplements; Further Assurances
  14




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Title
 Validity of Security Interest
 Defense of Claims; Transferability of Pledged Collateral
  15




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Other Financing Statements
 Chief Executive Office; Change of Name; Jurisdiction of Organization
 Due Authorization and Issuance
 Consents, etc
  16




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Pledged Collateral
 Insurance Article X
 Defaults, etc
   Pledge of Additional Securities Collateral Exhibit 7 Pledge
Amendment Section 3.1 Section 3.2
 Voting Rights; Distributions, etc.
  provided however
  17




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provided however
 Section 5.2(a)(i) Section 5.2(a)(ii)
  Section 5.2(a)(i)
 Section 5.2(a)(ii)
 Section 5.2(a)(i) Section 5.2(a)(ii)
 Section 5.2(a)(ii)
  18




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Certain Agreements of Pledgors As Issuers and Holders of Capital Stock
    
 Grant of Intellectual Property License Article VIII
 Protection of Collateral Agents Security
  19




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After-Acquired Property
 Litigation
  20




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Section 6.4
   Maintenance of Records
 Legend
 Modification of Terms, etc
 Collection
  21




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Transfers of Pledged Collateral
   Remedies
    22




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provided however
  Section 9.1(iv)
 Article X
 Article
X
  Section 9.2
  23




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Notice of Sale
 Waiver of Notice and Claims
 Certain Sales of Pledged Collateral
  24




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Section 9.4 Section 9.4
 No Waiver; Cumulative Remedies
   25




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Certain Additional Actions Regarding Intellectual Property
   Application of Proceeds
   26




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Concerning Collateral Agent
   27




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28




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Section 11.1 Section 11.1 Section
11.1
 Collateral Agent May Perform; Collateral Agent Appointed
Attorney-in-Fact
  29




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provided however Section 11.1 Section 11.2 Section 11.2
 Continuing Security Interest; Assignment
 Termination; Release
 Modification in Writing
  30




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Notices Section 11.6
 Governing Law
 Consent to Jurisdiction and Service of Process; Waiver of Jury Trial
   SECTION 11.6
    31




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SECTION
11.8
 Severability of Provisions
 Execution in Counterparts
 Business Days
 No Credit for Payment of Taxes or Imposition
 No Claims Against Collateral Agent
 No Release
  32




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Section 11.14
 Obligations Absolute
     Section 11.5
  Joint and Several Liability
  33




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Intercreditor Agreement
   Post Closing Collateral Matters
      Remainder of Page Intentionally Left Blank
  34




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AMBASSADORS INTERNATIONAL, INC.,
as a PledgorBy:
    /s/ Arthur A. RodneyName:
    Arthur A. RodneyTitle:
    Chief Executive OfficerAMBASSADORS 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 
HOLDINGS MARSHALL ISLANDS, LLC,
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC,
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC,
WINDSTAR SAIL CRUISES LIMITED,
WIND STAR LIMITED,
WIND SPIRIT LIMITED, and
DEGREES LIMITED,
each as Subsidiary Guarantors and as PledgorsBy:
    /s/ Arthur A. RodneyName:
    Arthur A. RodneyTitle:
    Authorized Signatory [Signature page to Pledge and Security Agreement]




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WILMINGTON TRUST FSB,
as Collateral AgentBy:
    /s/ Michael G. Oller, Jr.Name:
    Michael G. Oller, Jr.Title:
    Assistant Vice President [Signature page to Pledge and Security Agreement]




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[Form of]
 Copyright Security Agreement
 Copyright Security Agreement [  ] [  ] [  ] Pledgors Collateral
Agent
  Security Agreement
  Defined Terms
 Grant of Security Interest in Copyright Collateral
   Security Agreement
 Termination
  Ex. 1-1




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Counterparts
 Remainder of Page Intentionally Left Blank
  Ex. 1-2




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Very truly yours,
[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 
HOLDINGS MARSHALL
ISLANDS, LLC,
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC,
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC,
WINDSTAR SAIL CRUISES LIMITED,
WIND STAR LIMITED,
WIND SPIRIT LIMITED, and
DEGREES LIMITED,] [AS APPLICABLE]
each as Subsidiary Guarantor and as PledgorBy:Name:Title:  Ex. 1-3




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AGREED TO AND ACCEPTED:WILMINGTON TRUST FSB,
as CollateralAgentBy:Name:Title:
  Ex. 1-4




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to
 COPYRIGHT SECURITY AGREEMENT  COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS
 Copyright Registrations:
 REGISTRATIONOWNER
    
    NUMBER
    
    
    TITLE
 Copyright Applications:
 OWNER
    
    TITLE
 Copyright Intellectual Property Licenses:
 LICENSOR
    
    LICENSEE
    
    
    DESCRIPTION
  Ex. 1-5




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[ ]
  [ ]
[ ]
 [ ]
 
  Security Agreement Company Pledgors Pledgor Collateral Agent
 [  ] New Pledgor Section 3.5
  Ex. 2-1




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mutatis mutandis
   Ex. 2-2




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[NEW PLEDGOR]By:Name:Title: AGREED TO AND ACCEPTED:WILMINGTON TRUST FSB,
as CollateralAgentBy:Name:Title:
 [ ]
  Ex. 2-3




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[Form of]
 Patent Security Agreement
 Patent Security Agreement [ ] [ ] [ ] Pledgors Collateral Agent
  Security Agreement
  Defined Terms
 Grant of Security Interest in Patent Collateral
   Security Agreement
 Termination
  Ex. 3-1




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Counterparts
 Remainder of Page Intentionally Left Blank
  Ex. 3-2




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Very truly yours,
[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 
HOLDINGS MARSHALL
ISLANDS, LLC,
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC,
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC,
WINDSTAR SAIL CRUISES LIMITED,
WIND STAR LIMITED,
WIND SPIRIT LIMITED, and
DEGREES LIMITED,] [AS APPLICABLE]
each as Subsidiary Guarantor and as PledgorBy:Name:Title:  Ex. 3-3




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AGREED TO AND ACCEPTED:WILMINGTON TRUST FSB,
as CollateralAgentBy:Name:Title:
  Ex. 3-4




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to
 PATENT SECURITY AGREEMENT  PATENT REGISTRATIONS AND PATENT APPLICATIONS
 Patent Registrations:
 REGISTRATIONOWNER
    
    NUMBER
    
    
    NAME
 Patent Applications:
 APPLICATIONOWNER
    
    NUMBER
    
    
    NAME
 Patent Intellectual Property Licenses:
 LICENSOR
    
    LICENSEE
    
    
    DESCRIPTION
  Ex. 3-5




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[ ]
  Control Agreement [ ] [ ] Pledgor Collateral Agent [ ] Securities Intermediary Section 3.4(c) Security Agreement
 Confirmation of Establishment and Maintenance of Designated Accounts Schedule
I Designated Accounts Designated Account
 Financial Assets Election Account Property
 Entitlement Order
  Ex. 4-1




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Subordination of Lien; Waiver of Set-Off provided however
 Choice of Law
 Conflict with Other Agreements; Amendments Section 3
  Ex. 4-2




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Certain Agreements
   Notice of Adverse Claims
 Maintenance of Designated Accounts Section 3
 Notice of Sole Control Notice of Sole Control
  Ex. 4-3




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Voting Rights
 Statements and Confirmations Section 11
 Perfection in Certificated Securities
 Successors; Assignment
  Ex. 4-4




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Notices
 Pledgor:
    
    [                              ][Address]Attention:Telecopy:Telephone:with copy to:[                              ][Address]Attention:Telecopy:Telephone:Securities Intermediary:
    
    [                              ][Address]Attention:Telecopy:Telephone:Collateral Agent:
    
    Wilmington Trust FSB[                              ]Attention: Corporate Trust OfficeTelecopy: []with a copy to:[                               ][                               ][                               ]Attention: [                               ]Telecopy: [                               ]
   Ex. 4-5




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Termination
   Section 12(i)
 Fees and Expenses. Account Expenses
 Severability
 Counterparts
   Ex. 4-6




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[PLEDGOR],
as PledgorBy:Name:Title:WILMINGTON TRUST FSB, as Collateral AgentBy:Name:Title:[SECURITIES INTERMEDIARY],
as Securities IntermediaryBy:Name:Title:  Ex. 4-7




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SCHEDULE
I
 Designated Account(s)
  Ex. 4-8




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[Form of]
 Trademark Security Agreement
 Trademark Security Agreement [ ] [ ] [ ] Pledgors Collateral Agent
  Security Agreement
  Defined Terms
 Grant of Security Interest in Trademark Collateral
   Security Agreement
 Termination
  Ex. 5-1




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Counterparts
 Remainder of Page Intentionally Left Blank
  Ex. 5-2




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Very truly yours,
[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 
HOLDINGS MARSHALL
ISLANDS, LLC,
AMBASSADORS INTERNATIONAL CRUISE GROUP, LLC,
AMBASSADORS INTERNATIONAL INVESTMENTS, LLC,
WINDSTAR SAIL CRUISES LIMITED,
WIND STAR LIMITED,
WIND SPIRIT LIMITED, and
DEGREES LIMITED,] [AS APPLICABLE]
each as Subsidiary Guarantor and as PledgorBy:Name:Title:  Ex. 5-3




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AGREED TO AND ACCEPTED:WILMINGTON TRUST FSB,
as CollateralAgentBy:Name:Title:
  Ex. 5-4




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SCHEDULE I
 to
 TRADEMARK SECURITY AGREEMENT  TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
 Trademark Registrations:
 REGISTRATIONOWNER
    
    NUMBER
    
    
    TRADEMARK
 Trademark Applications:
 APPLICATIONOWNER
    
    NUMBER
    
    
    TRADEMARK
 Trademark Intellectual Property Licenses:
 LICENSOR
    
    LICENSEE
    
    
    DESCRIPTION
  Ex. 5-5




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[ ]
  Security Agreement Company Pledgors Pledgor Collateral
Agent
 [ISSUER]By:Name:Title:  Ex. 6-1




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[ ]
  [ ] Section 5.1 Security Agreement Company Pledgors Pledgor Collateral Agent mutatis mutandis
  CLASS
    
    
    
    
    
    
    
    
    
    
    NUMBER OFOF STOCK
    
    
    
    
    
    
    
    
    
    
    SHARES
    
    
    PERCENTAGE OFOR
    
    
    PAR
    
    
    CERTIFICATE
    
    
    OR
    
    
    ALL ISSUED CAPITALISSUER
    
    INTERESTS
    
    
    VALUE
    
    
    NO(S).
    
    
    INTERESTS
    
    
    STOCK OF ISSUER
  Ex. 7-1




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PRINCIPAL
    
    
    DATE OF
    
    
    INTEREST
    
    
    MATURITYISSUER
    
    AMOUNT
    
    
    ISSUANCE
    
    
    RATE
    
    
    DATE
 [PLEDGOR],
as PledgorBy:Name:Title: AGREED TO AND ACCEPTED:WILMINGTON TRUST FSB,
as CollateralAgentBy:Name:Title:
  Ex. 7-2




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CREDIT CARD NOTIFICATION  PREPARE ON PLEDGOR LETTERHEAD  ONE FOR EACH PROCESSOR
  BY CERTIFIED MAIL  RETURN RECEIPT REQUESTED
  Re:
    
    . The credit card processing agreement between [name of Pledgor] and
[name of Processor] (the Processor) dated  (the
Processing Agreement).
  Pledgor Collateral Agent Company
 Charges Credit Card Proceeds
   Bank Name:
    
    []Location:
    
    []ABA Routing No.:
    
    []Credit Account No.:
    
    []Reference:
    
    []
  Ex. 8-1




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Wilmington Trust FSB[][]Attention: []Facsimile No.: []
  Exhibit A
   [Remainder of Page Intentionally Left Blank]
  Ex. 8-2




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Very truly yours,[name of applicable Pledgor]By:Name:Title:WILMINGTON TRUST FSB, as Collateral AgentBy:Name:Title:
 Acknowledged and Agreed tothis [___] day of [, 20___][PROCESSOR]By:Name:Title:
  Ex. 8-3




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Exhibit A to Credit Card Notification
   Ex. 8-4