Guarantee Reimbursement and Consideration Agreement

Guarantee Reimbursement & Consideration Agreement

This Guarantee Reimbursement and Consideration Agreement was executed by Daniel Cell, Daniel Cell Revocable Trust (“Cell Trust” and together with Mr. Cell collectively referred to herein as “Cell”), and American Modern Voyages Co., a Delaware corporation (“AMMV”).

AMMV has entered into a Memorandum of Agreement (“Vessel Purchase Agreement”) with HOLY Antiken N.V. to acquire the M/S Nieuw Amsterdam (the “Vessel”). AMMV has assigned its rights under the Vessel Purchase Agreement to Oceanic Ship Co.

The Vessel Purchase Agreement requires AMMV to provide earnest money deposits, from time to time, in amounts increasing up to $10 million, in the aggregate. AMMV has entered into a Letter of Credit Agreement with The Chase Manhattan Bank (“Chase”) pursuant to which AMMV is seeking to obtain a $10 million Letter of Credit Facility (the “Facility”) from Chase.

Cell is a significant beneficial owner, indirectly, of the outstanding shares of common stock of AMMV. Chase is requiring that the Facility be guaranteed by Cell.

AMMV has requested Cell to, and Cell has agreed to, guarantee AMMV’s obligation to reimburse Chase for any payments made by Chase under the Facility (the “Guarantee”) specifically to enable AMMV to satisfy a material term and condition of the Vessel Purchase Agreement that it is currently unable to satisfy without the Guarantee.

Pursuant to this Guarantee Reimbursement and Consideration Agreement and as partial consideration for the Guarantee, AMMV will provide to Cell compensation for providing the Guarantee and an opportunity, directly through stock appreciation units, to benefit from any appreciation in the value of the AMMV common stock following the issuance of the Guarantee.

In the event that pursuant to the Guarantee, Cell is required to and does make any payments to Chase (individually a “Guarantee Payment” and, collectively, “Guarantee Payments”), then AMMV shall be required hereunder to reimburse Cell, in the manner hereinafter set forth, for any and all such Guarantee Payments.

Governing Law: Illinois, USA

Environmental Guaranty Agreement

Environmental Guaranty Agreement 

This Environmental Guaranty Agreement was executed and delivered by the guarantors to and for the benefit of Union Bank of California. The guarantors guaranteed certain financing arrangements from Union Bank to West Valley MRF. West Valley has undertaken certain obligations set forth in an Environmental Compliance Agreement which must also be guaranteed by the guarantors.

Governing Law: California, USA

Debt Assumption by former Guarantors Agreement

Debt Assumption by former Guarantors Agreement

This Agreement for Debt Assumption by former Guarantors was executed by John O. Big, Inc., a Massachusetts corporation (“JOB”), John O. Big International, Inc., a Massachusetts corporation (“JOBI,” and together with JOB, the “Assignors”), I-Quadro Holdings, Inc., a Delaware corporation (“IQHI”), and I-Quadro, Inc., a Delaware corporation and wholly-owned subsidiary of JOBI (“IQI” or “Assignee”). 

JOB and IQI have entered into a certain Reorganization Agreement, pursuant to which JOB and its subsidiaries assigned, transferred and delivered to IQI and its subsidiaries certain assets, and IQI and its subsidiaries assumed from JOB and its subsidiaries certain liabilities.

Assignors have indebtedness outstanding and owing to certain Lenders pursuant to a Credit Agreement (the “Lender Debt”) and the Assignors have indebtedness outstanding and owing to certain Noteholders pursuant to a Note Purchase Agreement (the “Noteholder Debt” and, together with the Lender Debt, the “Debt Obligations”).

The Debt Obligations are guaranteed by IQI, which guarantees will be released upon consummation of IQI’s initial public offering (the “IPO”) of its Class A common stock, par value $.01 per share (“Common Stock”).

Pursuant to this Agreement for Debt Assumption by former Guarantors, the Assignors assigned certain of the Debt Obligations to IQI and IQI assumed the same.

Governing Law: Massachusetts, USA

Developments in Copyright Law

Recent Developments in Copyright Law

The 1976 Act announces broad exclusive rights, offset by a myriad of specific exemptions, and one wide exception for “fair use.” In words and intent, the exclusive rights are capacious, but new technologies may have caused some of the general phrases to become more constraining than might have been expected from a text whose drafters took pains to make forward-looking. Thus, the scope of the reproduction right turns on the meaning of “copy;” the reach of the distribution right on “distribute copies” and “transfer of ownership;” the range of the public performance right on “public” and “perform.” Entrepreneurs and users of new technological means of exploiting copyrighted works have urged narrow constructions of each of these terms, arguing that broad interpretations will chill future innovation (and suppress present markets for copyright-exploiting devices or services). Copyright owners, concerned that unfettered new uses will supplant traditional copyright-controlled markets, have contended that the literal language, or, failing that, congressional intent, encompass the contested use. In addition, new technologies have called into question the identification of the person who “does” the copyright-implicating acts. Who makes a copy when the act is decomposed into steps taken by different actors? Who performs or displays a work when the work resides on one person’s server, but the public perceives it through another person’s website?

Several US courts have narrowly construed the reach of the exclusive rights of reproduction, distribution, public performance and public display, thus putting into doubt their efficacy in the digital environment. In particular, the Second Circuit’s recent decision in Cartoon Networks v. CSC Holdings, if followed, could substantially eviscerate the reproduction and public performance rights. The growing number of decisions rejecting a “making available” right attests to some difficulties in adapting the distribution right to online exploitation. By contrast, one bright spot for authors appears in the area of moral rights, in which digital media may provide a means to make at least some authors’ attribution interests enforceable. Because the decisions emanate from lower courts, including first-level courts, it is too soon to discern whether US copyright law is adopting a constricted conception of the scope of the economic rights under copyright, and if so, whether the decisions betoken an evolving (if often unarticulated) determination that copyright prerogatives should yield to technological preferences. In either event, the analyses and results contrast with solutions adopted in the European Union, and, in some instances, may be in tension with the US’ international obligations.

Author: Jane C. Ginsburg, Columbia Law School, has published “Recent Developments in US Copyright Law – Part II, Caselaw: Exclusive Rights on the Ebb?” in For Revue Internationale du Droit d’Auteur, Oct. 2008 (forthcoming January 2009).  Download the article from here.

The Copyright Law Act Of 1976 Is Still Relevant In Today’s Digital Age

The Copyright Law Act of 1976 is the basis of United States copyright laws. The Copyright Law Act states the rights of copyright owners, the doctrine of the Fair Use copyright laws, and it changed the term life of copyrights. Before the Copyright Law Act, the law had not been revised since 1909.
It was necessary that copyright laws be revised to take into account technological strides that were being made in radio, sound recordings, motions pictures and more. The Copyright Law Act of 1976 preempted all previous laws that were on the books in the United States, including the Copyright Act of 1909.
The Copyright Law Act of 1976 defines “works of authorship” to include all of the following: 

  1. Musical works
  2. Literary works
  3. Dramatic works
  4. Pictorial, sculptural and graphics
  5. Motion Pictures and Audiovisuals
  6. Sound Recordings
  7. Choreographic Works and Pantomimes
  8. An eighth work which falls under “architectural works” was later added in 1990.

What is unique about the United States copyright law is that it is automatic. Once someone has an idea and produces it in tangible form, the creator is the copyright holder and has the authority to enforce his exclusivity to it. In other words, the person is the owner of the creation. It is not necessary that a person register their work. However, it is recommended and it can serve as evidence if someone ever violates a copyright.

Violations of US Copyright Laws are generally enforced in a civil court setting. However, there could also be criminal sanctions brought against someone who violates US copyright laws. Someone who is in serious violation of US Copyright Laws, such as counterfeiting, can find themselves on the inside of prison. People need to understand that the copyright symbol is not a requirement. Someone may have a copyright, yet their work may not have a copyright notice or symbol.

US Copyright Law covers a wide range of things that are derived from artistic expression, intellectual or creative work. This includes things such as literary works, music, drawings, photographs, software, movies, choreographic works such as ballets and plays, poems, paintings and more. The law covers the form of expression, not the concept, facts or the actual idea of the work. This means that someone can use another person’s idea or concept and produce their own take on it. However, copying another person’s work is a violation. Some things may not be copyrighted but they may be protected by a patent or trademark.

Individuals who have a copyright on a particular piece of work can do what they want with it. They may choose to copy it and sell it. They may display their work or perform it in public and charge admission, or they can assign or sell the work to someone else. Individuals who have a copyright can also choose to do nothing with their work, if that is their desire. However, if someone comes along and takes the work and tries to use it in some way, that person is still in violation of the owner’s copyright. The Copyright Law Act covers published and unpublished works.

About The Author: Richard Cunningham is a freelance journalist who covers copyright law for Download his free e-book, “Copyright Basics” .

. Download his free e-book, “Copyright Basics” .. Download his free e-book, “Copyright Basics” .

Music And Movies Download Sites – Are They A Scam?

Music And Movies Download Sites – Are They A Scam?

By: Harry Rackers   

Surfing the Internet, looking for music and movies to download, you will find a lot of so called music and movie download sites These sites do not provide you with music, or movies to download, no, they provide you with file sharing soft ware you can use to search for, and download music, movies and games. Most of them also provide you with cd burning soft ware and they have a helpdesk for those members who run in to problems with their downloading.

These sites are under attack.

First of all there is the entertainment industry that wants to shut them down. They claim that these file sharing programs are used to download copy right protected materials.

This is true of course, but lots of people download and trade files legally on file-sharing networks.You can, for example, legally download music from hundreds of bands and thousands live concerts, as well as multiple software titles and games. File sharing has enabled music fans from around the world to build the largest library of recorded music in history. File sharing is not illegal as long as you obey and comply with all relevant copyright laws. Sharing copyrighted material without permission could be illegal in your country.

In America the RIAA (Recording Industry Association of America) are leading the fight against the sharing of copyrighted music. Others, like Hollywood’s MPAA (Motion Picture Association of America) are also starting to get involved and are taking legal action against the music and movie download sites.

It will not be easy to shut down these download sites. Especially since the Internet has no borders, it will be an almost impossible task, to get all the countries in the world to agree on how to legislate Internet downloading.

Another attack on music and movies download sites comes from, what I call, seasoned Internet users. They claim these download sites are a scam, because they charge for something you can get for free.

Well, you could get it for free, that is true. These download sites provide you with soft ware to search for and download files from the Internet. They provide you with software to burn these files on a cd should you wish to do so.

All this software is available for free on the Internet, but for an Internet novice it could be a daunting task to look for this kind of soft ware, to decide which soft ware to use, how to use it.On top of that they have to make sure that they do not download spy ware, ad ware or what ever. Joining a download site and have all the info in one place is not a bad option for most of them. Another advantage is the fact that these download sites provide a help desk for their members.

Is it a scam if you provide info that people could get for free elsewhere?

Consider this.

You are looking for a telephone number, so you look it up in the phone book.
Say you do not have the right phone book, you can go out looking for it.
You probably can find this free info in the library.

You can also pick up the phone and ring an information service.

They will provide you with this free info and they will charge you for it.

So, is this information service a scam?

I do not think so, and I also do not think that the music and movies download sites are a scam.

Provided of course that they tell you what you can expect from them before you sign up with them, and that they deliver on this promise

If you want to join a download site, chose one that gives a guaranty that you can have your money back if not satisfied.

Once you have joined, test out everything, especially their helpdesk.

If you have no questions, ask them a few things you know already, just to test their response.

And last but not least, do not hesitate to charge back your money if you are not completely satisfied.