Filed by Bowne Pure Compliance





Exhibit 10.1






AMENDMENT NO. 3 TO LOAN AGREEMENT


This Amendment No. 3 (the “Amendment”) dated
as of July 18, 2008, is between Bank of America, N.A. (the “Bank”) and
Ambassadors International, Inc. (“Borrower 1”), Ambassadors Marine Group, LLC (“Borrower 2”),
Ambassadors, LLC (“Borrower 3”), Ambassadors Cruise Group, LLC (“Borrower 4”) and Cypress
Reinsurance, Ltd. (“Borrower 5”) (Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Borrower 5 are
sometimes referred to collectively as the “Borrowers” and individually as the “Borrower”).


RECITALS


A. The Bank and the Borrower entered into a certain Loan
Agreement dated as of September 1, 2006 (together with any previous amendments, the “Agreement”).


B. The Bank and the Borrowers desire to amend the
Agreement.


AGREEMENT


1. Definitions. Capitalized terms used but not
defined in this Amendment shall have the meaning given to them in the Agreement.


2. Amendments. The Agreement is hereby amended as
follows:



	 	2.1	 	In the Subparagraph number 1.1(a), the amount “Twelve Million Five Hundred Thousand and 00/100 Dollars
($12,500,000.00)” is changed to “Seven Million Five Hundred Twenty-Four Thousand Four Hundred Eighty-Eight
and 00/100 Dollars ($7,524,488.00)”.






	 	2.2	 	In the Subparagraph number 1.1(c), the amount “Twelve Million Five Hundred Thousand and 00/100 Dollars
($12,500,000.00)” is changed to “Seven Million Five Hundred Twenty-Four Thousand Four Hundred Eighty-Eight
and 00/100 Dollars ($7,524,488.00)”.






	 	2.3	 	In the Subparagraph number 1.5(b), the amount “Twelve Million Five Hundred Thousand and 00/100 Dollars
($12,500,000.00)” is changed to “Seven Million Five Hundred Twenty-Four Thousand Four Hundred Eighty-Eight
and 00/100 Dollars ($7,524,488.00)”.





3. Representations and Warranties. When the
Borrowers sign this Amendment, each of the Borrower represents and warrants to the Bank that: (a) there is no
event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if
any, that have been disclosed in writing to the Bank or waived in writing by the Bank (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment,
(c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and
(d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower’s powers, has
been duly authorized, and does not conflict with any of the Borrower’s organizational papers.


4. Conditions. This Amendment will be effective
when the Bank receives the following items, in form and content acceptable to the Bank:



	 	4.1	 	A Resolutions to Obtain Credit executed by Ambassadors International, Inc.






	 	4.2	 	A Resolutions to Obtain Credit executed by Cypress Reinsurance, Ltd.





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	 	4.3	 	A Corporate Resolution Regarding Formation of Ambassadors Cruise Group, LLC executed by Ambassadors
International, Inc.






	 	4.4	 	A Corporate Resolution Regarding Formation of Ambassadors Marine Group, LLC executed by Ambassadors
International, Inc.






	 	4.5	 	A Corporate Resolution Regarding Formation of Ambassadors, LLC executed by Ambassadors International, Inc.





5. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.


6. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.


7. 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.


This Amendment is executed as of the date stated at the beginning of this
Amendment.


BANK:


Bank of America, N.A.


	 	 	 
	
By: 

	 	/s/ Paul L. Wong
	
 

	 	 
	
Name:

Title: 

	 	Paul L. Wong
Document Administrator II





BORROWER(S):


Ambassadors International, Inc.


	 	 	 
	By: 
	 	/s/ Blake T. Barnett
	
 

	 	 
	
Name:

Title: 

	 	Blake T. Barnett
Chief Financial Officer





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Ambassadors Marine Group, LLC


By: Ambassadors International, Inc., Member


	 	 	 
	
By: 

	 	/s/ Blake T. Barnett
	 
	 	 
	
Name:

Title: 

	 	Blake T. Barnett
Chief Financial Officer





Ambassadors, LLC


By: Ambassadors International, Inc., Member


	 	 	 
	By:
	 	/s/ Blake T. Barnett
	 
	 	 
	Name:

Title: 

	 	Blake T. Barnett
Chief Financial Officer





Ambassadors Cruise Group, LLC


By: Ambassadors International, Inc., Member


	 	 	 
	By:
	 	/s/ Blake T. Barnett
	 
	 	 
	
Name:

Title: 

	 	Blake T. Barnett
Chief Financial Officer





Cypress Reinsurance Ltd


	 	 	 
	By: 
	 	/s/ Blake T. Barnett
	 
	 	 
	Name:
Title:
	 	Blake T. Barnett
Chief Financial Officer






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