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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

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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

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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

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Same-Sex Marriage

Same-Sex Marriage at Iowa, New Jersey and California:

IOWA :

The New York Times  reports on Iowa’s same-sex marriage case argued on December 9, 2008 :

The legal core of the case, Varnum v. Brien, is whether the state’s 10-year-old law defining a “valid” marriage as only “between a male and female” violates the Iowa Constitution’s guarantees of equal treatment and due process.

A trial court judge ruled last year that the law was unconstitutional and that a dozen gay men and lesbians had been wrongly denied marriage licenses in Polk County, which includes the state capital, Des Moines. The state appealed the ruling, leading to Tuesday’s oral arguments.

But the technical details of the law and the Constitution were only part of a free-wheeling discussion lasting nearly two hours in which the seven justices repeatedly interrupted the lawyers, demanding that they parse and defend their positions.

The Iowa court has posted a video stream on the oral argument, but for the moment it doesn’t seem to be working, check here: www.judicial.state.ia.us.

Copies of briefs, court documents, facts sheets, and press releases are available from Lambda Legal Defense Fund here.

NEW JERSEY:

As the New Jersey Star-Ledger reports, the NJ Civil Union Review Commission’s final report will conclude that the “state’s civil unions law fails to adequately protect same-sex couples” and same-sex marriage should be allowed. 

The Civil Union Review Commission report is not available yet, but an interim report and many other materials are available on the Commission’s website here.

CALIFORNIA :

As well as nationwide, protests over Proposition 8 continue.  Today’s action, as discussed in the LA Times here and elsewhere is a work stoppage:”Gay rights activists are encouraging people to “call in gay” to work today to demonstrate how integral gay people are to American society.”

http://lawprofessors.typepad.com/family_law/2008/12/updates-on-same.html

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A Primer on Domestic Violence Law

Domestic Violence  is described as abuse between family members or related persons. Domestic violence may come in different forms such as actual physical abuse, threats of physical abuse, emotional abuse, threatening telephone calls, disturbances at a place of employment, stalking, and other forms of dominance and control. Domestic violence is distinguished from other kinds of abuse because of the special relationship between the persons involved. Domestic violence cases must be handled differently than cases of civil harassment because of the interpersonal relationships involved.

At least one of the following relationship tests must be met in order for an incident to qualify as a domestic violence case:

1.) the parties are married now or were formerly married to one another

2.) the parties are related by blood, through marriage or adoption

3.) the parties are currently or were formerly living together

4.) the parties have now or used to have a dating or engagement relationship

5.) the parties have a minor child in common

In some areas, there does not have to be actual physical violence between the parties. Emotional abuse or fear of physical harm is already enough to qualify as domestic violence. Whether the domestic violence is a crime depends upon the particular circumstances, as well as the laws of the state in which the act or acts occur. Often domestic violence is both a crime subject to criminal punishment and a civil wrong subject to restraint upon personal conduct. Victims involved in both scenarios can receive award for money damages when the other parties involved are proven guilty.

It is a frequent pattern in domestic violence cases for the victim to be abused, call the police, press charges, then reconcile with her abuser, and seek to have the charges dropped, only to have the entire pattern repeated all over again. Because of this, in some local communities and states, domestic violence is now prosecuted as a crime by city and district attorneys, even without charges being brought about by the abused person, and even without his or her assistance. In these localities, a criminal case may be brought against the person causing the harm without a complaint being made by the victim.

Domestic violence is considered a crime against the community and the “state” should prosecute all harms against the community. Such localities try to “get the word out” that local authorities will not tolerate domestic violence and that offenses will be prosecuted with or without the assistance of the victim.

However, in the event of domestic violence, what can a person do? First and foremost, it is important for the person to get away from the aggressor. He/she should seek the assistance of a friend or a neighbor. In the event of domestic violence, immediate police assistance should be requested. Often, local police officers and sheriffs have received special training with respect to domestic violence and can be extremely helpful to a victim. In addition to local law enforcement personnel, city and state lawyers may be very helpful not only in prosecuting the crime, but also in providing referrals to other local assistance – emergency shelters such as refuge homes, counseling, and legal assistance.

A victim of domestic violence should never try to go through the trauma alone. The usual profile of an abusive person is an aggressive, dominant personality that is both manipulative and controlling. The victim of domestic violence is often very vulnerable and can be persuaded from not obtaining assistance. Outside assistance is often essential in protecting a victim of domestic violence. A victim of domestic violence should never shy away from requesting assistance because of a perceived stigma attached to being a victim of domestic violence. Domestic violence pervades all socio-economic classes. A “rich” person is just as likely to be a victim of domestic violence as a “poor” one. Wherever you came from, or whatever your background is, if you have been abused, get assistance from a domestic violence organization immediately for your own health and safety, as well as the health and safety of those close to you.