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

Crime Statistics

 Crime Statistics of USA at 2007 – USA Offense Analysis of 2007 by FBI.


Crime Classification
Forcible rape
Robbery: Total crime 445,13
Robbery by location: Street/highway 194,77

Commercial house 62,03

Gas or service station 11,77

Convenience store 24,93

Residence 67,51

Bank 9,25

Miscellaneous 74,87
Burglary: Total crime 2,179,140
Burglary by location: Residence (dwelling): 1,478,901

Residence Night 421,86

Residence Day 738,65

Residence Unknown 318,39

Nonresidence (store, office, etc.): 700,24

Nonresidence Night 293,47

Nonresidence Day 227,09

Nonresidence Unknown 179,68
Larceny-theft (except motor vehicle theft): Total crime 6,568,572
Larceny-theft by type: Pocket-picking 27,41

Purse-snatching 38,06

Shoplifting 978,98

From motor vehicles (except accessories) 1,706,979

Motor vehicle accessories 599,06

Bicycles 224,35

From buildings 789,12

From coin-operated machines 31,04

All others 2,173,581
Larceny-theft by value: Over $200 2,884,126

$50 to $200 1,471,078

Under $50 2,213,368
Motor vehicle theft

Criminal Law Basics

Who Makes Criminal Laws?

State legislatures and the U.S. Congress enact criminal laws. State courts have traditionally made criminal laws based on the common law (judge-made law) inherited from England.

The modern trend is for the legislature, rather than the courts, to make criminal law.

Most ordinary crimes are covered by state criminal laws. For example, a burglary that took place within a state, committed by local residents, is covered by state criminal laws and ordinarily will be prosecuted by local prosecutors.

Federal criminal laws deal with:

  • Federal property
  • Federal employees
  • Federal taxes
  • Receipt of federal benefits
  • Federally guaranteed civil rights
  • Crimes involving interstate commerce (transporting goods or individuals across state lines)

For example, it’s a federal crime to rob a U.S. Post Office or to assault a federal employee.

What are the Kinds of Crimes?

Crimes are divided into two main categoriesfelonies and misdemeanors – depending on the crime’s seriousness and the length of punishment.

Felonies are crimes generally punishable by more than one year’s imprisonment. You have the right to a jury trial when charged with a felony crime. The common law felonies include:

  • Murder
  • Rape
  • Robbery
  • Burglary
  • Kidnapping
  • Treason

Misdemeanors are crimes generally punishable by less than one year’s imprisonment.

You have the right to a jury trial when charged with a misdemeanor if the crime is considered serious enough.

The common law system of dividing crimes into felonies and misdemeanors is gradually being replaced with newer systems based on statutes enacted by legislatures.

Many of these newer systems are based on a model law called the “Model Penal Code,” which classifies crimes by “degree.”

First-degree crimes include the most serious crimes like:

  • Murder
  • Sexual assault
  • Kidnapping

Fourth degree crimes include the least serious crimes like mischief.

The Model Penal Code also recognizes criminal conduct less serious than crimes, such as offenses and violations.

Approximately 22 states have adopted some variation of the Model Penal Code.

What are the Elements of Crimes?

Basic Elements

Crimes (except for strict liability crimes) have two basic “elements” (things the prosecutor has to prove to convict the defendant) – a guilty mind and a guilty act.

A crime is committed when a person commits a guilty act accompanied by a guilty mind.

The Model Penal Code uses the following terms to describe the actor’s state of mind:

  • Purpose
  • Knowledge
  • Recklessness
  • Negligence

Specific Elements

Crimes also have specific elements that are contained in the definition of a crime. For example, a murder is an intentional killing of a human being. The elements are that the accused must have (1) purposely or knowingly (2) caused a death (3) of a human being. To obtain a conviction, the State must prove all of the elements of a crime “beyond a reasonable doubt“.

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

Criminal Law and Crime in 21st Century

Crime in 21st Century

by: Chris Jacob

This seemingly faceless and non-ciolent from of criminal activity has hit home for many of us in the community in recent months with the child pornography scandal. Many people have been taken into custody and many computers confiscated. Regardless of how people try and justify things, there is no excuse for either possessing images or participating in these vile acts. This is a disgusting element in our society that has grown into a worldwide industry with millions of dollars changing hands. The only real way to stop this perpetuating, is to stop the demand for it because, it is as always the most vulnerable that are being exploited. Additionally in countries with less stringent laws and policing systems it is harder to protect the kids. While we live in a country where dobbing or “whistle blowing” is never looked upon very favourably, I think all of us realise that we have a fundamental responsibility to protect those who cannot otherwise defend themselves.

With movies like Ocean’s 11, the idea of robbing a casino seems romantic and almost possible. Only now, rather than seeking control of real casinos, “gangsters” are extorting cash from virtual casinos which are the fastest growth sector of gambling. The first known wave of threats came last September, with cyber-mafia using massive spam attacks to slow betting sites. The major weapon of choice is Denial of Service (DOS) attacks as online betting sites are bombarded with requests rendering it to the point of collapse. Then a message is sent to the site demanding a sum of money in exchange for stopping the attack. Alarming one CEO has already stated, “I think everybody who has been attacked has paid.”

However, it is not all bad news, as some technology is designed to catch the criminals instead of aid them. “I feel safer doing my killing in home state” was a quote from a US serial killer prior to his execution. Law enforcement officers now have a new computer tool at their disposal which tracks criminals based on geography with stunning results. Coming from Canada and the US in the last decade a software program has been developed which documents information like where bodies were discovered, last know sighting of victims, etc. and then using thousands of calculations and prior criminal cases produces a coloured 3D map of where the perpetrator most likely resides. It one particular case not only did it pinpoint the murderer’s house within a block, it predicted his race, employment and marital status. At worst it at least gives Police a good place to start door knocking.