exv10w31







	 	 	 	 	 



Exhibit 10.31




AMENDMENT NO.7 TO LOAN AGREEMENT





     This Amendment No. 7 (the “Amendment’) dated as of August 20, 2009, is between Bank of
America, NA (the “Bank”) and Ambassadors International, Inc. (“Borrower 1”), Ambassadors, LLC
(“Borrower 2”), Ambassadors Cruise Group, LLC (“Borrower 3”) and Cypress Reinsurance, Ltd
(“Borrower 4”) (Borrower 1, Borrower 2, Borrower 3, and Borrower 4 are sometimes referred to
collectively as the “Borrowers” and individually as the “Borrower”).



RECITALS




     A. The Bank and the Borrowers 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 paragraph number 1.2, entitled “Availability Period,”
the first sentence is hereby amended to read in its entirety as follows:
	 
	 	 	 	‘The line of credit is available between the date of this Agreement and November 30, 2009, or such
earlier date as the availability may terminate as provided in this Agreement (the “Facility No. 1
Expiration Date”).”
	 
	 	2.2	 	Subparagraph number 1.5(e) is hereby amended to read in its
entirety as follows:
	 
	 	 	 	“(e) The Borrower agrees:






	 	(i)	 	Any sum drawn under a letter of credit may, at
the option of the Bank, be added to the principal amount outstanding
under this Agreement. The amount will bear interest and be due as
described elsewhere in this Agreement.
	 
	 	(ii)	 	If there is a default under this Agreement, to
immediately prepay and make the Bank whole for any outstanding letters
of credit.
	 
	 	(iii)	 	The issuance of any letter of credit and any
amendment to a letter of credit is subject to the Bank’s written
approval and must be in form and content satisfactory to the Bank and
in favor of a beneficiary acceptable to the Bank.




 









 












	 	(iv)	 	To sign the Bank’s form Application and
Agreement for Commercial Letter of Credit or Application and Agreement
for Standby Letter of Credit, as applicable.
	 
	 	(v)	 	To pay any issuance and/or other fees that the
Bank notifies the Borrower will be charged for issuing and processing
letters of credit for the Borrower.
	 
	 	(vi)	 	To allow the Bank to automatically charge its
checking account for applicable fees, discounts, and other charges.
	 
	 	(vii)	 	To pay the Bank a non-refundable fee equal to
1.00% per annum of the outstanding undrawn amount of each standby
letter of credit, payable annually in advance, calculated on the basis
of the face amount outstanding on the day the fee is calculated.·





     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. 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.



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



     6. 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.



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	 	BANK:



Bank of America, N.A.

 	 
	 	By:  	/s/ Berneeda Hutchinson
 	 
	 	 	Name:  	Berneeda Hutchinson 	 
	 	 	Title:  	AVP 	 



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	 	BORROWER(S):



Ambassadors International, Inc.

 	 
	 	By:  	/s/ Mark T. Detillion
 	 
	 	 	Name:  	Mark T. Detillion 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Ambassadors, LLC



Ambassadors International, Inc., Member

 	 
	 	By:  	/s/ Mark T. Detillion
 	 
	 	 	Name:  	Mark T. Detillion 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Ambassadors Cruise Group, LLC

 	 
	 	By:  	Ambassadors International, Inc., Member
 	 
	 
	 	 	 
	 	By:  	/s/ Mark T. Detillion
 	 
	 	 	Name:  	Mark T. Detillion 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Cypress Reinsurance, Ltd.

 	 
	 	By:  	/s/ Mark T. Detillion
 	 
	 	 	Name:  	Mark T. Detillion 	 
	 	 	Title:  	Chief Financial Officer 	 



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