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

Credit Card Courts

A review about Credit Cards Courts

Credit card default caseloads are accelerating at such an high rate that some communities are having to create special credit card courts. One example is in Blair County, PA. Leading Blair County judges have formed their own version of Credit Card Court to offload their burgeoning dockets with the ever-growing problem of credit card defaults.

Having begun on Monday, these courts will seek to resolve conflict between residents and their creditors when these people aren’t able to pay off their credit card debts. Conciliation conferences will be held with both sides represented in the courtroom to resolve these credit card debts. Attempts will be made to devise agreements under court-order to get these debts paid. Since these people are already financially strapped, many will be afforded free legal counsel. The council will be comprised of local lawyers donating their time pro bono.

The problem that the local civil courts are being swamped by all these new cases of credit card default and Blair County can’t keep up with it all through the conventional means.

Just between March of this year until September, 30, 668 cases were filed dealing with credit card default. That doesn’t count the 212 mortgage foreclosures also filed. The month of June alone added 106 more credit card cases. Between those and the 28 mortgage foreclosures, only 20 percent of all the civil lawsuits filed that month were for other things. It seemed like all five county judges were slammed just with these kinds of cases.

So, Blair County is attempting to streamline the process with these credit card cases because there are so many. If the sheriff’s department can’t easily locate and serve these people, notification will be given via local publications. Either the lender has to appear or else a representative must be present and provide documentation on exact amounts owed along with legal fees. Otherwise, their case is dismissed. It is hoped that the whole case can be resolved within 90 days. Article

Legal Zoom to Lemon Law Basics

What is Lemon Law?

The lemon law was established to protect your consumer rights. The lemon law provides you legal recourse after the purchase or lease of a defective new motor vehicle which fails to meet the manufacturer’s warranty after a reasonable number of repair attempts. 

What is lemon vehicle?

In the 1800’s, people started using the word – lemon – to describe people who were sour (or unfriendly). In American English the word was first recorded in 1906 as a slang sense of “worthless thing“. Over time, “lemon” came to refer to anything that was defective or broken or which breaks constantly, particularly a car. 

Your Lemon Law Rights

The lemon law provides that when a manufacturer cannot repair consumer goods after a reasonable number of attempts, it must either replace the defective product or refund the consumer’s money. Generally, the manufacturer of your “lemon vehicle”, as opposed to the selling dealer, bears the final responsibility to re-purchase your defective car, truck, boat, RV, motor home, or motorcycle.

The consumer may choose to have their vehicle repurchased. Additionally, the manufacturer may not compel the consumer to take a replacement vehicle. Moreover, consumers do not have to demand what they are rightfully entitled to under the law. Instead, the law requires that the manufacturer initiate an appropriate offer to the consumer once a reasonable number of attempts to repair the defective vehicle has failed.

When to Seek Legal Help

If a manufacturer fails or refuses to offer a replacement or a refund for a “lemon,” the consumer has the right to file a civil action in a court of law. When the consumer wins a lemon law case, the vehicle manufacturer must:

  1. Provide a replacement or a refund
  2. Pay the consumer’s costs and expenses, including attorney’s fees.
  3. In some cases, the manufacturer can also be liable for a “civil penalty” of up to twice the consumer’s damages (usually the price of the defective goods).

Rather than seeking recourse from the dealer who sold you the vehicle (which can result in unnecessary loss of time and energy), contact your law firm for consultation to find out if your defective vehicle qualifies under the consumer protection lemon law.

Guarantee and Warranty Law in UK.

What is a guarantee?

Generally speaking, guarantees are offered by manufacturers of products. They are free of charge but legally binding under the Sale and Supply of Goods to Consumers Regulations 2002.

In UK law, a guarantee is considered to be “an agreement to provide some benefit for a set period of time in the event of the goods or services being defective”. For example, a vacuum-cleaner manufacturer will usually offer a guarantee with their products that, for a year or more, they will carry out free repairs for problems caused by a manufacturing defect.

It’s important to remember that manufacturers’ guarantees are in addition to your statutory responsibilities as a supplier under the Sale of Goods Act. A supplier cannot, for instance, refuse to deal with a customer’s complaint about a faulty product simply on the grounds that the product is outside its guarantee period.

In law, suppliers are still liable for any breach of contract – for example, if the goods are not fit for their purpose, or of satisfactory quality – for a period of up to six years (five years from the date the problem arises, in Scotland).

What is a warranty?

Warranties are similar to guarantees, in that they provide a legally-binding assurance that any problems caused by manufacturing defects during a set period will be remedied.

However, unlike guarantees, the customer normally pays for this extra protection. For example, electrical retailers often offer to sell a warranty on their products which covers accidental damage, the cost of repairs and replacement parts.

Warranties – also known as “extended warranties” – have a similar effect to insurance policies – indeed some are issued and underwritten by insurance companies. They are sold on the basis that they will provide the customer with “peace of mind” over the first few years of ownership. See the page in this guide on extended warranties for domestic electrical goods.

Remember that as a supplier, any warranty you offer is in addition to your statutory responsibilities under the Sale of Goods Act. A supplier cannot, for instance, refuse to deal with a customer’s complaint about a faulty product simply on the grounds that the warranty on the product has expired.

In law, a supplier is still liable for any breach of contract – for example, if the goods are not fit for their purpose, or of satisfactory quality – for a period of up to six years (five years from the date the problem arises, in Scotland).


Warranties are promises that a business owner makes to stand by his product and protect consumers against damages or injuries caused by defective products. A warranty is a limited promise made by a manufacturer or seller of a product that guarantees some aspect of the product.

Express Warranties

An express warranty is a warranty explicitly given by a manufacturer or seller. Express warranties are terms that usually go to the essence of the contract.

There are several ways to make an express warranty, but the most common way is to make a written or oral representation of fact or promise. The exact terms “warrant” or “guarantee” need not be used to create an express warranty.

For example, if the seller’s television infomercial offers a suitcase that will “hold up to four cubic feet of clothing,” they’re expressly warranting that the suitcase will hold that amount of clothing.

Implied Warranty

An implied warranty means you’re promised that the product will work the way it is supposed to work.

Examples include:

  • The expectation that a new car will run and will stop when the brakes are applied.
  • Assuming a new monitor will display text and graphics.


Also called an “implied warranty of merchantability,” the implied warranty arises silently out of the transaction itself.

Warranty of Fitness

A warranty of fitness for a particular purpose arises when the seller knows the buyer is going to use the product for a special purpose, relying on the seller’s knowledge. For example, you go into a hardware store and ask for a saw that will cut a three-inch steel bar. The sales rep tells you that a particular saw will do that job, and sells you the saw. If the saw can’t do that job (even if it is otherwise a very good saw), the seller has broken the warranty of fitness for a particular purpose.

Exclusion or Limitation of Warranties

You can exclude or limit a warranty only by using clear language stating that warranties are limited or excluded. It’s very difficult to exclude express warranties, precisely because they are express. In other words, a seller can’t say in big letters on the box “this lawnmower will also chip wood,” and take back the warranty in the fine print on the form inside the box. It’s also difficult to exclude an implied warranty if the seller is trying to deny his or her duty to provide a product free of defects.

But exclusions and limitations can limit the length of the warranty and restrict the remedy the consumer has when the warranty is broken.

Examples include:

  • A seller may limit the length of the warranty to one year.
  • If the warranty is in effect, the seller may require a consumer to return a defective product to give him a chance to correct the defect.
  • A seller may also limit the warranties to exclude subsequent purchasers of the product.


Federal Protection

The Magnuson-Moss Warranty Act is the federal law governing written consumer warranties. The Act requires the seller to give the consumer complete information about the warranty so that the consumer can understand it and compare its terms to that of warranties offered by competitors in the marketplace. A consumer can bring a lawsuit against a business that violates the act, and can recover the costs of the lawsuit and attorney’s fees if the consumer prevails.

Author: Sherrie Bennett is the former director and staff attorney at the University of Washington Student Legal Services in Seattle.

All You Wanted To Know About Asbestos Legislation

All You Wanted To Know About Asbestos Legislation
 by: David Hooper

It is necessary for all the Americans to have an understanding of Asbestos legislation. Asbestos legislation refers to the US governments attitude towards the asbestos Victims. Asbestos was widely used in the industry for a considerable amount of time. However, asbestos is harmful contaminant and causes harmful diseases such as asbestosis and a fatal cancer known as mesothelioma. It is important for our government to understand the plight of Asbestos victims, and streamline asbestos legislation for providing due compensation to asbestos victims.

Bail out bill:

In spite of the serious nature of Asbestos health hazards, government is taking it very lightly. The last version of the bail out bill of the Asbestos Legislation has provisions that inadequately compensate asbestos victims. The amount proposed in the proposed legislation is not sufficient to take into account the plight of millions of workers, their dependents, reduced life expectancy, and massive medical bills. The companies that have been using Asbestos, in spite of being aware of its ill effects, should be asked to compensate for the lives and health of hapless asbestos workers.

Over the next 20 years, chances are that every year more than 10,000 Americans will die of Asbestos related disease. More than 2,500 Americans are being diagnosed for mesothelioma each year. In spite of these alarming figures, the federal government has not invested in early detection and cure of these diseases. This Asbestos legislation ignores the vital need of funds required for compensation to asbestos victims and research for asbestos related disease. To add to the woes of asbestos victims, mesothelioma patients as termed as beyond help.

This proposed Asbestos legislation puts the law obeying companies at a disadvantage. According to the proposed bill, the companies responsible for causing asbestos exposure are going Scott free. A public opinion drive is going on wherein all the persons are requested to write to the senators to put some more sense in the forthcoming asbestos bill. This is important because the people who have been wronged should get their due compensation. Moreover, asbestos legislation should contain provisions for stringent measures to curb the use of this harmful contaminant.