Miami Cruiseline Services Holdings I B V Sample Contracts

Miami Cruiseline Services Holdings I B V – CONCESSION AGREEMENT (August 27th, 1999)

1 Exhibit 10.28 CONCESSION AGREEMENT This Concession Agreement made and concluded as of the 25th day of February, 1998, by and between HOLLAND AMERICA LINE-WESTOURS INC., a Washington corporation d/b/a Windstar Cruises, hereinafter sometimes referred to as "Agent" or "HAL" which is the duly authorized agent of WIND SPIRIT LIMITED, the Bahamian corporation that currently anticipates purchasing the vessel Club Med I, to be renamed the m/v Wind Surf (hereafter referred to as the "Vessel"), and THE INTERNATIONAL CRUISE SHOPS DIVISION OF GREYHOUND LEISURE SERVICES, INC., a Florida corporation (hereinafter referred to as "Concessionaire"). As used in this Agreement, the term "Owners" includes Wind Spirit Limited together with all other entities that are affiliated with HAL and that hereafter acquire an interest in the Vessel either as an owner or charterer.

Miami Cruiseline Services Holdings I B V – CONCESSION AGREEMENT (August 27th, 1999)

1 Exhibit 10.26 11/18/92 CONCESSION AGREEMENT BY AND BETWEEN CARNIVAL CRUISE LINES, INC., a Panamanian corporation AND GREYHOUND LEISURE SERVICES, INC., a Florida corporation 2 TABLE OF CONTENTS PAGE ---- ARTICLE 1. DESCRIPTION AND TERM OF CONC

Miami Cruiseline Services Holdings I B V – CONCESSION AGREEMENT (August 27th, 1999)

1 Exhibit 10.30 CONCESSION AGREEMENT This Concession Agreement made and concluded as of the 18th day of January, 1996, by and between Holland America Line-Westours Inc., a Washington corporation, hereinafter sometimes referred to as "Agent" or "HA" which is the duly authorized agent of the owners and/or charterers of the vessels ss Rotterdam, ms Nieuw Amsterdam, ms Noordam, ms Westerdam, ms Statendam, ms Maasdam, and ms Ryndam, as well as the vessels ms Veendam and ms Rotterdam VI, both of which are currently under construction, hereafter referred to individually as "Vessel" or collectively as the "Vessels," and Allders International (USA) Inc., a California corporation (hereinafter referred to as "Concessionaire"). W I T N E S S T H: HA agrees to grant and Concessionaire agrees to accept the below described concession on the following terms a

Miami Cruiseline Services Holdings I B V – CONCESSION AGREEMENT - WINDSTAR (August 27th, 1999)

1 Exhibit 10.29 CONCESSION AGREEMENT - WINDSTAR ------------------------------- This Concession Agreement made and concluded as of the 18th day of January, 1996, by and between Holland America Line-Westours Inc., a Washington corporation d/b/a Windstar Cruises, hereinafter sometimes referred to an "Agent" or "HA" which is the duly authorized agent of the owners and/or charterers of the vessels mv Wind Song, mv Wind Star and mv Wind Spirit, hereafter referred to individually as "Vessel" or collectively as the "Vessels," and Allders International (USA) Inc., a California corporation (hereinafter referred to as "Concessionaire"). W I T N E S S T H - - - - - - - - - HA agrees to grant and Concessionaire agrees to accept the below described concession on the following terms and conditions: DESC

Miami Cruiseline Services Holdings I B V – RETAIL CONCESSION AGREEMENT (August 27th, 1999)

1 Exhibit 10.27 RETAIL CONCESSION AGREEMENT BETWEEN ROYAL CARIBBEAN CRUISES LTD. AND STARBOARD HOLDINGS LTD. EFFECTIVE AS OF NOVEMBER 1, 1999 2 TABLE OF CONTENTS RECITALS.......................................................................1 DEFINITIONS....................................................................1 ARTICLE 1. GRANT OF CONCESSION.................................................3 1.1 Grant of Concession..................................................3 1.2 Acceptance of Grant..................................................3 1.3 Non-Competition......................................................3 1.4 General Concessionaire Obligations.....

Miami Cruiseline Services Holdings I B V – AGREEMENT (August 27th, 1999)

1 Exhibit 10.25 AGREEMENT This Agreement is entered into by and between Cruise Management International, Inc., a Florida corporation ("CMI"), and Park West at Sea, Inc., a Delaware corporation ("PWS"). RECITALS 1. CMI has extremely valuable relationships with cruise ship owners and operators and has contracts to conduct art auctions on ships. CMI also has expertise in advertising and marketing activities in connection with cruise ships and has through affiliate companies, expertise in port lecturing. 2. PWS has expertise in obtaining and selling fine art and fine art products through art auctions and in operating art galleries. 3. The parties have agreed to work together for the purpose of conducting and marketing art auctions on cruise ship lines including but not limited to the following: Royal Carib

Miami Cruiseline Services Holdings I B V – ASSET PURCHASE AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.3 EXECUTION COPY ================================================================================ ASSET PURCHASE AGREEMENT AMONG STARBOARD HOLDINGS LTD. GREYHOUND LEISURE SERVICES, INC. NUANCE GLOBAL TRADERS LTD. NUANCE GLOBAL TRADERS INC. NUANCE GLOBAL SHIPS, INC. NUANCE GLOBAL TRADERS (USA), INC. NUANCE GLOBAL TRADERS (SHIPS) LIMITED December 15, 1998 ================================================================================ 2 TABLE OF CONTENTS:

Miami Cruiseline Services Holdings I B V – STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.2 EXECUTION COPY ================================================================================ STOCK SUBSCRIPTION AND EXCHANGE AGREEMENT AMONG CRUISE LINE HOLDINGS CO. PHILIP LEVINE JERRY CHAFETZ THE GERALD ROBINS REVOCABLE TRUST 8/3/94 THE CRAIG ROBINS REVOCABLE TRUST 8/3/94 AND THE SCOTT ROBINS REVOCABLE TRUST 8/3/94 Dated as of August 27, 1998 ================================================================================ 2 TABLE OF CONTENTS

Miami Cruiseline Services Holdings I B V – INDEMNIFICATION AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of the 15th of September, 1998, between Miami Cruiseline Services Holdings I B.V., a Dutch private company with limited liability (the "Company") and Philip Levine, a resident of the State of Florida (the "Indemnitee"). RECITALS A. The Company desires to retain the services of the Indemnitee to serve as a director of the Company. B. As a condition to the Indemnitee's agreement to continue to serve as a director of the Company, the Indemnitee requires that he be indemnified from liability to the fullest extent permitted by law. C. The Company is willing to indemnify the Indemnitee to the fullest extent permitted by law in order to retain the services of the Indemnitee. NOW, THEREFORE, for and in consideration of the mu

Miami Cruiseline Services Holdings I B V – SHARE PURCHASE AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.1 07/31/98 SHARE PURCHASE AGREEMENT BETWEEN VIAD CORP, a Delaware Corporation ("Viad") as "Seller" AND CRUISE LINE HOLDINGS CO., a Delaware Corporation as "Buyer" Dated as of July 31, 1998 2 TABLE OF CONTENTS 1. PURPOSES................................................................. 1 1.1. BUSINESS........................................................... 1 1.2. AGREEMENT.................................

Miami Cruiseline Services Holdings I B V – OR AN EXEMPTION THEREFROM UNDER SUCH ACT. FURTHERMORE, THIS NOTE MAY NOT BE SOLD (August 19th, 1999)

1 Exhibit 4.2 EXECUTION COPY THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT. FURTHERMORE, THIS NOTE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED OTHER THAN IN COMPLIANCE WITH THE PROVISIONS OF SECTION 4 OF THIS NOTE. THIS NOTE AND ALL OBLIGATIONS OF THE COMPANY HEREUNDER ARE SUBORDINATE AND JUNIOR TO THE PRIOR PAYMENT IN FULL IN CASH OF ALL SENIOR INDEBTEDNESS AS DEFINED HEREIN. MIAMI CRUISELINE SERVICES HOLDINGS II B.V. Junior Subordinated Note due May 15, 2009 US$10,000,000 May 15, 2009 FOR VALUE RECEIVED, the undersigned Miami Cruiseline Services Holdings II B.V., a Dutch private company

Miami Cruiseline Services Holdings I B V – DEBT SECURITIES PURCHASE AGREEMENT (August 19th, 1999)

1 EXHIBIT 4.4 ================================================================================ MIAMI CRUISELINE SERVICES HOLDINGS II B.V. ----------------------------- DEBT SECURITIES PURCHASE AGREEMENT ----------------------------- DATED AS OF SEPTEMBER 17, 1998 US$25,188,452 15% SENIOR SUBORDINATED NOTES DUE SEPTEMBER 15, 2006 ================================================================================ 2 TABLE OF CONTENTS PAGE 1. PURCHASE AND SALE OF SECURITIES................................................... 1 1.1 Issue of Notes by the Company..

Miami Cruiseline Services Holdings I B V – INDEMNIFICATION AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.13 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, dated as of the 15th of September, 1998, between Miami Cruiseline Services Holdings I B.V., a Dutch private company with limited liability (the "Company") and Jerry Chafetz, a resident of the State of Florida (the "Indemnitee"). RECITALS A. The Company desires to retain the services of the Indemnitee to serve as a director of the Company. B. As a condition to the Indemnitee's agreement to continue to serve as a director of the Company, the Indemnitee requires that he be indemnified from liability to the fullest extent permitted by law. C. The Company is willing to indemnify the Indemnitee to the fullest extent permitted by law in order to retain the services of the Indemnitee. NOW, THEREFORE, for and in consideration of the mu

Miami Cruiseline Services Holdings I B V – CONCESSION AGREEMENT FOR OPERATION OF (August 19th, 1999)

1 Exhibit 10.24 CONCESSION AGREEMENT FOR OPERATION OF NONEXCLUSIVE DUTY AND TAX FREE CONCESSION, TERMINAL BUILDING, MIAMI INTERNATIONAL AIRPORT Miami Airport Duty Free Joint Venture ----------------------------------------------------- Tenant ----------------------------------------------------- Effective Date PMD No. 000036 Reso. No. __________ Cust. No. __________ Lease No. __________ 2 CONCESSION AGREEMENT FOR OPERATION OF NONEXCLUSIVE DUT

Miami Cruiseline Services Holdings I B V – SCHEDULE TO FORM OF PUT AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.22 SCHEDULE TO FORM OF PUT AGREEMENT The form of the Put Agreement is used for Put Agreements which Miami Cruiseline Services Holdings II B.V. has entered into with the following parties: REPURCHASE AMOUNT NAME FOR ALL OF THE SUBJECT STOCK American Home Assurance Company $ 1,603,849.33 New York Life Insurance Company $ 1,603,849.34 The Norwestern Mutual Life Insurance $ 1,603,849.33 Company 2 MIAMI CRUISELINE SERVICES HOLDINGS II B.V. ONE BOSTON PLACE BOSTON, MA 02108-4401 September 17, 1998 Re: Put Agreement regarding Common Stock of Miami Cruiseline Services Holdings I

Miami Cruiseline Services Holdings I B V – JOINT VENTURE AGREEMENT (August 19th, 1999)

1 EXHIBIT 10.23 JOINT VENTURE AGREEMENT FOR OPERATION OF MIAMI AIRPORT DUTY FREE JOINT VENTURE This Joint Venture Agreement is made as of this 31st day of August, 1995, by and among Greyhound Leisure Services, Inc. ("GLSI") Century Duty Free, Inc., Media Consultants, Inc., Maria J. Argudin, and Bayside Company Store d/b/a Bayside To Go, Inc., all of whom intend to participate in the operation of the joint venture herein described ("Venture" herein). 1. ASSOCIATION, NAME, PURPOSES. 1.1. ASSOCIATION. The parties hereto ("Members") hereby associate themselves as partners to operate the Venture. The Members from time to time hereafter, as may be required by law, shall execute all amendments to this Agreement, and do all acts as may be appropriate to comply with all applicable law i

Miami Cruiseline Services Holdings I B V – NOTE AGREEMENT (August 19th, 1999)

1 EXHIBIT 4.3 ================================================================================ MIAMI CRUISELINE SERVICES HOLDINGS II B.V. ----------------------------- NOTE AGREEMENT ----------------------------- DATED AS OF SEPTEMBER 17, 1998 US$25,188,452 15% SENIOR SUBORDINATED NOTES DUE SEPTEMBER 15, 2006 ================================================================================ 2 TABLE OF CONTENTS (NOT PART OF AGREEMENT) PAGE ----