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

If I sue under the Warranty Act, can I recover attorney fees and court cost if I win?

QUESTION: If I sue under the Warranty Act, can I recover attorney fees and court cost if I win?

ANSWER: Breach of warranty is a violation of federal law, and allows consumers to recover court costs and reasonable attorneys’ fees. This means that if you win a lawsuit for breach of either a written or an implied warranty, you may be able to recover costs for bringing the suit, including lawyer’s fees. Because of the strict federal jurisdictional requirements under the Act, most Magnuson-Moss lawsuits are brought in state court. However, major cases involving many consumers can be brought in federal court as class action suits under the Act.

Where do I find the warranty for a product I want to purchase online or through a mail order company?

QUESTION: Where do I find the warranty for a product I want to purchase online or through a mail order company?

ANSWER: You do have the right to review a warranty before you purchase a product. For warranty information online, look for hyperlinks leading to the full warranty, or to an address where you can obtain a free copy. Reading the warranty before you buy can help you understand exactly what protection you’ll get should something go wrong later. If a copy of the warranty is available online, print it out when you make your purchase and keep it with your records.

If purchasing through the mail or by telephone, the catalog or other advertising must include either the warranty or a statement telling consumers how to get a copy. This information should be near the product description or clearly noted on a separate page. If a page references the warranty statement, it should be listed near the product description.

How does a service contract work with a warranty?

QUESTION: How does a service contract work with a warranty?

ANSWER: A service contract is an optional agreement for product service that customers sometimes buy. It provides additional protection beyond what the warranty offers on the product. Service contracts are similar to warranties in that both concern service for a product. However, there are differences between warranties and service contracts.

Warranties come with a product and are included in the purchase price. In the language of the Magnuson-Moss Warranty Act, warranties are “part of the basis of the bargain.” Service contracts, on the other hand, are agreements that are separate from the contract or sale of the product. They are separate either because they are made some time after the sale of the product, or because they cost the customer a fee beyond the purchase price of the product.

If a manufacturer offers a service contract, the Act requires the manufacturer to conspicuously list all terms and conditions in simple and readily understood language. However, unlike warranties, service contracts are not required to be titled “full” or “limited,’ or to contain the special standard disclosures. In fact, using warranty disclosures in service contracts could confuse customers about whether the agreement is a warranty or a service contract.