-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVlu/VRsdM19r05S5xIHH00rR5rjU7Mx11S7B2KZ/QHMVq3TxeEVcSP/2o5sKRNk Ot2pipYqcVMmXEIL5TMtqw== 0000950142-03-001287.txt : 20030730 0000950142-03-001287.hdr.sgml : 20030730 20030730163659 ACCESSION NUMBER: 0000950142-03-001287 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030730 GROUP MEMBERS: GLADWYNE CATALYST GENPAR, LLC GROUP MEMBERS: INVEMED CATALYST FUND, L.P. GROUP MEMBERS: INVEMED CATALYST GENPAR, LLC GROUP MEMBERS: INVEMED SECURITIES, INC. GROUP MEMBERS: KENNETH G. LANGONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMBASSADORS GROUP INC CENTRAL INDEX KEY: 0001162315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 911957010 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78137 FILM NUMBER: 03811850 BUSINESS ADDRESS: STREET 1: 110 SOUTH FERRALL STREET CITY: SPOKANE STATE: WA ZIP: 99202 BUSINESS PHONE: 5095346200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVEMED CATALYST FUND LP CENTRAL INDEX KEY: 0001085006 IRS NUMBER: 134051375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: STE 2205 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128430542 MAIL ADDRESS: STREET 1: 375 PARK AVE STREET 2: STE 2205 CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 sc13d-ambass.txt INVEMED CATALYST FUND/AMBASSADORS GROUP, INC. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 ________________________ AMBASSADORS GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 023177-10-8 (CUSIP Number) MS. SUZANNE M. PRESENT INVEMED CATALYST FUND, L.P. 375 PARK AVENUE SUITE 2205 NEW YORK, NY 10152 TEL. NO.: (212) 843-0542 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ________________________ JULY 29, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 2 of 11 - ---------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Invemed Catalyst Fund, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,200,000 shares of Common Stock, SHARES par value $0.01 BENEFICIALLY OWNED ------------------------------------------------ BY EACH 8 SHARED VOTING POWER REPORTING PERSON None WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,200,000 shares of Common Stock, par value $0.01 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 3 of 11 - ---------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Invemed Catalyst GenPar, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,200,000 shares of Common Stock, SHARES par value $0.01 BENEFICIALLY OWNED ------------------------------------------------ BY EACH 8 SHARED VOTING POWER REPORTING PERSON None WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 1,200,000 shares of Common Stock, par value $0.01 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 4 of 11 - ---------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gladwyne Catalyst GenPar, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING 1,200,000 shares of Common Stock, PERSON par value $0.01 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 5 of 11 - ---------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Invemed Securities, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING 1,200,000 shares of Common Stock, PERSON par value $0.01 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 6 of 11 - ---------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth G. Langone - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ------------------------------------------------ BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING 1,200,000 shares of Common Stock, PERSON par value $0.01 WITH ------------------------------------------------ 9 SOLE DISPOSITIVE POWER None ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,200,000 shares of Common Stock, par value $0.01 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.13% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 7 of 11 - ---------------------------------- ----------------------------------- ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $.01 per share (the "Common Stock"), of Ambassadors Group, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 110 S. Ferrall Street, Spokane, WA 99202. ITEM 2. IDENTITY AND BACKGROUND. (a) Invemed Catalyst Fund, L.P., a Delaware limited partnership (the "Fund"), Invemed Catalyst GenPar, LLC, a Delaware limited liability company ("Catalyst GenPar"), Gladwyne Catalyst GenPar, LLC, a Delaware limited liability company ("Gladwyne GenPar"), Invemed Securities, Inc. ("Invemed"), a New York corporation, and Kenneth G. Langone ("Langone") are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists. (b)-(c) (i) The principal business of the Fund is investing in securities. The business address of the Fund is 375 Park Avenue, Suite 2205, New York, New York 10152. The general partner of the Fund is Catalyst GenPar. The principal business of Catalyst GenPar is being the general partner of the Fund. (ii) The business address of Catalyst GenPar is 375 Park Avenue, Suite 2205, New York, NY 10152. The managing members of Catalyst GenPar are Gladwyne GenPar and Invemed. (iii) The principal business of Gladwyne GenPar is being a managing member of Catalyst GenPar. The business address of Gladwyne GenPar is 600 The Times Building, Ardmore, PA 19003. The name, residence or business address, present principal occupation and citizenship of each member of Gladwyne GenPar are as follows:
- ---------------------------- ------------------------------ --------------------------- --------------------- RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP - ---------------------------- ------------------------------ --------------------------- --------------------- Michael B. Solomon 600 The Times Building Managing Member of United States Ardmore, PA 19003 Gladwyne GenPar - ---------------------------- ------------------------------ --------------------------- --------------------- Suzanne M. Present 600 The Times Building Member of Gladwyne GenPar Australia Ardmore, PA 19003 - ---------------------------- ------------------------------ --------------------------- ---------------------
- ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 8 of 11 - ---------------------------------- -----------------------------------
- ---------------------------- ------------------------------ --------------------------- --------------------- RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP - ---------------------------- ------------------------------ --------------------------- --------------------- Kathryn Casoria 600 The Times Building Member of Gladwyne GenPar United States Ardmore, PA 19003 - ---------------------------- ------------------------------ --------------------------- --------------------- Robert B. Friedman 600 The Times Building Member of Gladwyne GenPar United States Ardmore, PA 19003 - ---------------------------- ------------------------------ --------------------------- --------------------- Philip P. Young 600 The Times Building Member of Gladwyne GenPar United States Ardmore, PA 19003 - ---------------------------- ------------------------------ --------------------------- --------------------- William M. Sams 600 The Times Building Member of Gladwyne GenPar United States Ardmore, PA 19003 - ---------------------------- ------------------------------ --------------------------- ---------------------
(iv) Invemed's principal business is that of a holding company. The business address of Invemed is 375 Park Avenue, Suite 2205, New York, NY 10152. Invemed is ultimately controlled by Kenneth G. Langone. The name, current business address, present principal occupation or employment and citizenship of each director and executive officer of Invemed Securities, Inc. are as follows:
- ---------------------------- ------------------------------ --------------------------- --------------------- RESIDENCE OR PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION CITIZENSHIP - ---------------------------- ------------------------------ --------------------------- --------------------- Kenneth G. Langone 375 Park Avenue Chairman of the Board United States Suite 2205 and President, New York, NY 10152 Invemed Securities, Inc. - ---------------------------- ------------------------------ --------------------------- --------------------- Thomas Teague Salem NationalLease President, Salem United States Corporation NationalLease Corporation P.O. Box 24788 Winston-Salem, NC 27114 - ---------------------------- ------------------------------ --------------------------- --------------------- Steven D. Holzman 375 Park Avenue Chief Executive Officer, United States Suite 2205 Invemed Securities, Inc. New York, NY 10152 - ---------------------------- ------------------------------ --------------------------- --------------------- G. Allen Mebane 828 Woodward Road United States Mocksville, NC 27028 - ---------------------------- ------------------------------ --------------------------- --------------------- John Baran 375 Park Avenue Chief Financial Officer, United States Suite 2205 Invemed Securities, Inc. New York, NY 10152 - ---------------------------- ------------------------------ --------------------------- ---------------------
(v) Kenneth G. Langone's current principal occupation is that of Chairman of the Board and President of Invemed, and his business address is 375 Park Avenue, Suite 2205, New York, NY 10152. - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 9 of 11 - ---------------------------------- ----------------------------------- (d)-(e) None of the Reporting Persons and none of the individuals listed in this Item 2 has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibited or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of July 23, 2003, between the Fund and each of John A. Ueberroth and Peter V. Ueberroth (the "Sellers"), the Fund agreed to purchase 1,200,000 shares of Common Stock. The purchase was completed on July 29, 2003. ITEM 4. PURPOSE OF TRANSACTION. (a) The Reporting Persons acquired the shares of Common Stock for investment purposes. The Reporting Persons may from time to time (i) acquire additional securities of the Issuer (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise, or (ii) dispose of the shares of Common Stock or any other securities of the Issuer that the Reporting Persons may acquire, when prices are deemed favorable in the open market, in privately negotiated transactions or otherwise. (d) The members of the board of directors of the Issuer, at a telephonic board meeting on July 28, 2003, voted to elect Mr. Dale F. Frey to be a director of the Issuer as of July 29, 2003. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this Statement, the Fund beneficially owns 1,200,000 shares of Common Stock constituting 12.13% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 9,892,601 shares of Common Stock outstanding as of April 30, 2003, as disclosed in the Issuer's Form 10-Q for the quarter ended March 31, 2003 filed by the Issuer on May 14, 2003. Each of the persons listed in Item 2 of this Statement may also be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the 1,200,000 shares of Common Stock constituting 12.13% of the outstanding Shares of the Issuer. However, the persons listed on Item 2 of this Statement (other than the Fund) disclaim beneficial ownership of such shares of Common Stock. (b) The Fund has sole power to vote and dispose the 1,200,000 shares reported herein. Catalyst GenPar, as the general partner of the Fund, has the sole power to vote and dispose of the 1,200,000 shares of Common Stock owned by the Fund. Each of Gladwyne GenPar and Invemed, as managing members of Catalyst GenPar, may be deemed to have shared voting and dispositive power over the shares of Common Stock owned by the Fund. Kenneth G. Langone, as the majority shareholder and - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 10 of 11 - ---------------------------------- ----------------------------------- Chairman of the Board and President of Invemed, may be deemed to have shared voting and dispositive power over the shares of Common Stock owned by the Fund. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. The members of Gladwyne GenPar are authorized and empowered to vote and dispose of the securities held by the Fund. Accordingly, Gladwyne GenPar and the members of Gladwyne GenPar may, from time to time, consult among themselves and coordinate the voting and disposition of the Issuer's shares of Common Stock as well as such other action taken on behalf of the Reporting Persons with respect to the Issuer's shares of Common Stock as they deem to be in the collective interest of the Reporting Persons. On July 29, 2003 and in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Issuer and the Fund entered into a Letter Agreement (the "Letter Agreement") pursuant to which the Issuer agreed to elect a representative of the Fund to the Issuer's board of directors, as described therein. On July 29, 2003 and in connection with the consummation of the transactions contemplated by the Stock Purchase Agreement, the Issuer and the Fund entered into the Registration Rights Agreement, dated as of July 29, 2003 (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Fund has been granted certain shelf registration rights with respect to its shares of Common Stock. The foregoing summaries of the Stock Purchase Agreement, the Registration Rights Agreement and the Letter Agreement are qualified in their entirety by reference to Exhibits 2, 3 and 4 which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Stock Purchase Agreement, dated as of July 23, 2003, between the Fund and the Sellers. Exhibit 3: Letter Agreement, dated as of July 29, 2003, between the Issuer and the Fund. Exhibit 4: Registration Rights Agreement, dated as of July 29, 2003, between the Issuer and the Fund. - ---------------------------------- ----------------------------------- CUSIP NO. 023177-10-8 Page 11 of 11 - ---------------------------------- ----------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of July 30, 2003. INVEMED CATALYST FUND, L.P. By: INVEMED CATALYST GENPAR, LLC, General Partner By: GLADWYNE CATALYST GENPAR, LLC, Managing Member By: /s/ Suzanne M. Present ------------------------------- Name: Suzanne M. Present Title: Member INVEMED CATALYST GENPAR, LLC By: GLADWYNE CATALYST GENPAR, LLC, Managing Member By: /s/ Suzanne M. Present ----------------------------------- Name: Suzanne M. Present Title: Member GLADWYNE CATALYST GENPAR, LLC By: /s/ Suzanne M. Present --------------------------------------- Name: Suzanne M. Present Title: Member INVEMED SECURITIES, INC. By: /s/ Kenneth G. Langone --------------------------------------- Name: Kenneth G. Langone Title: Chairman of the Board and President /s/ Kenneth G. Langone ------------------------------------------- Kenneth G. Langone
EX-99 3 ex1_sc13d-ambass.txt EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: July 30, 2003 INVEMED CATALYST FUND, L.P. By: INVEMED CATALYST GENPAR, LLC, General Partner By: GLADWYNE CATALYST GENPAR, LLC, Managing Member By: /s/ Suzanne M. Present ------------------------------- Name: Suzanne M. Present Title: Member INVEMED CATALYST GENPAR, LLC By: GLADWYNE CATALYST GENPAR, LLC, Managing Member By: /s/ Suzanne M. Present ----------------------------------- Name: Suzanne M. Present Title: Member GLADWYNE CATALYST GENPAR, LLC By: /s/ Suzanne M. Present --------------------------------------- Name: Suzanne M. Present Title: Member INVEMED SECURITIES, INC. By: /s/ Kenneth G. Langone --------------------------------------- Name: Kenneth G. Langone Title: Chairman of the Board and President /s/ Kenneth G. Langone ------------------------------------------- Kenneth G. Langone EX-99 4 ex2_sc13d-ambass.txt EXHIBIT 2 EXHIBIT 2 --------- STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of July 23, 2003 by and among each and all of those individuals and entities identified on EXHIBIT A, attached hereto (each a "SELLER" and collectively, the "SELLERS") and Invemed Catalyst Fund, L.P., a Delaware limited partnership (the "PURCHASER"), with reference to the following: WHEREAS, the Sellers collectively own shares of unregistered common stock in Ambassadors Group, Inc., a Delaware corporation (the "COMPANY"), par value $0.01 per share, and each Seller wishes to sell the number of shares set forth opposite each such Seller's name in EXHIBIT A, attached hereto (such shares collectively, the "COMMON Stock"); and WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, the Common Stock. NOW, THEREFORE, in consideration of the conditions and promises herein contained, and subject to the terms and conditions of this Agreement, the parties hereto agree as follows: 1. SALE, PURCHASE AND CLOSING 1.1 At the Closing (defined herein) and subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase from each Seller, and each Seller agrees to sell to the Purchaser, all right, title and interest in each Seller's respective portion of the Common Stock, constituting an aggregate of 1,200,000 shares of Common Stock (the "SHARES"). The parties hereto acknowledge and agree that on the Closing, of the 1,200,000 Shares, a total of 300,000 Shares may be sold by the children of, and/or trusts controlled by, the Sellers. 1.2 At the Closing, the Purchaser shall pay an aggregate purchase price of $20,400,000 (the "PURCHASE PRICE"), constituting $17.00 per Share, which shall be apportioned to each Seller pro rata. 1.3 The purchase and sale of the Common Stock (the "CLOSING") shall take place at 10:00 a.m. (local time) on the later of (i) July 29, 2003 or (ii) the date upon which the closing conditions specified in Article 4 hereof are met (the "CLOSING DATE") at the offices of Richman, Mann, Chizever, Phillips & Duboff, PLC, 9601 Wilshire Boulevard, Penthouse, Beverly Hills, California 90210 or at such other place and time as the Sellers and the Purchaser shall mutually agree. Deliveries at the Closing shall be in such form and manner as described in EXHIBIT B, attached hereto. 2. REPRESENTATIONS AND WARRANTIES OF SELLERS Each and every Seller severally (and not jointly) represents and warrants the following: 2.1 The Sellers are the owners of record and hold good and valid title to the Shares, and the Shares are free of any and all liens, encumbrances, mortgages, deeds of trust, pledge, assignment, security interests or transfer restrictions other than those specified herein. 2 2.2 Each Seller has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby including, without limitation, the authority to transfer the Shares to the Purchaser, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Each Seller which is not an individual has received all approval required for the authorization, execution and delivery of this Agreement and all transactions contemplated hereunder. This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and legally binding obligation of each Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 2.3 (a) The performance by each Seller of such Seller's obligations hereunder will not (i) conflict with or violate any laws in effect as of the date of this Agreement applicable to such Seller or by which any of such Seller's properties or assets is bound or (ii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of such Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which such Seller is a party or by which such Seller or any of such Seller's properties or assets is bound. (b) The performance by each Seller of such Seller's obligations hereunder will not, require such Seller to obtain any consent, registration, approval, authorization or permit of, to make any filing with, or to give notification to, any person, including any governmental entities, based on any law in effect as of the date of this Agreement, except those which have been or will be timely obtained, made or given, and no lapse of a waiting period under any law or regulation is necessary or required in connection with the execution, delivery or performance of this Agreement. 2.4 To each Seller's knowledge, as of the respective dates of their filing with the Securities and Exchange Commission (the "SEC"), all reports, registration statements and other filings of the Company, together with any amendments thereto (the "COMPANY SEC REPORTS") complied, and all such reports, registration statements and other filings to be filed by the Company with the SEC prior to the Closing Date will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations of the SEC promulgated thereunder, and did not at the time they were filed with the SEC, or will not at the time they are filed with the SEC, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER The Purchaser represents and warrants to each and all of the Sellers as follows: 3.1 The Purchaser has all requisite power and authority (corporate or otherwise) to execute, deliver and perform this Agreement and the transactions contemplated hereby, and the 3 execution, delivery and performance by the Purchaser of this Agreement has been duly authorized by all requisite action by the Purchaser and this Agreement, when executed and delivered by the Purchaser, constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.2 The Purchaser acknowledges and agrees that none of the Sellers, either individually or in the aggregate, nor any of their respective representatives, affiliates and/or agents, has made any representation or warranty to the Purchaser about the Company or the Common Stock other than those representations and warranties set forth in this Agreement, and that such Purchaser has not relied upon any other representation or warranty, express or implied, in purchasing the Shares. 3.3 INVESTMENT REPRESENTATIONS (a) The Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution thereof. The Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares within the meaning of Section 2(11) of the Securities Act. (b) The Purchaser is an "ACCREDITED INVESTOR" as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. The Purchaser understands all issues and risks concerning or related to the purchase of restricted common stock, including but not limited to limitations on liquidity, and is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Agreement, including a complete loss of the Purchaser's investment in the Shares. (c) The Purchaser understands that the Shares have not been registered under the Securities Act or qualified under any state securities laws in reliance on exemptions from registration provided thereunder, and further understands that the Purchaser is acquiring the Shares without being furnished any literature or prospectus. The Purchaser understands and agrees that, when acquired by the Purchaser pursuant to this Agreement, the Shares will be restricted within the meaning of the Securities Act, and may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and shall bear a legend indicating such restrictions on transfer. (d) During the course of the transaction contemplated by this Agreement, and before purchasing the Shares, the Purchaser has had the opportunity (i) to be provided with financial and other written information about the Company, (ii) to ask questions and receive answers concerning the terms and conditions of this Agreement, an investment in the Company, and the business of the Company and its finances, and (iii) to review all documents, registration statements and prospectuses publicly filed by the Company. The Purchaser has, to the extent such Purchaser has availed himself of this opportunity, received satisfactory information and answers. 4 4. CONDITIONS PRECEDENT TO EACH PARTY'S OBLIGATIONS 4.1 The obligation of the Sellers to consummate the Closing shall be subject to the satisfaction (or waiver by the Sellers) of the following conditions on or prior to the Closing Date: (i) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, as of and with reference to the Closing Date (except to the extent such representations and warranties specifically relate to a prior date); and (ii) the Sellers shall have received their pro-rata portion of the Purchase Price. 4.2 The obligation of the Purchaser to consummate the Closing shall be subject to the satisfaction (or waiver by the Purchaser) of the following conditions on or prior to the Closing Date: (i) the representations and warranties of the Sellers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on, as of and with reference to the Closing (except to the extent such representations and warranties specifically relate to a prior date); (ii) Dale Frey shall have been elected to the Company's Board of Directors in accordance with the terms of the Management Rights Letter by and among the Company and the Purchaser in substantially the form attached hereto as EXHIBIT C; (iii) the Company shall have provided the Purchaser with an executed Registration Rights Agreement by and among the Company and the Purchaser in substantially the form attached hereto as EXHIBIT D, and (iv) the Purchaser shall have received from the Seller certificates registered in the name of the Purchaser representing the Shares. 5. TERMINATION 5.1 TERMINATION. This Agreement may be terminated prior to the Closing as follows: (a) at any time on or prior to the Closing Date, by mutual written consent of the Sellers and the Purchaser; (b) at the election of the Sellers, if there has been a material breach of any representation or warranty on the part of the Purchaser contained in this Agreement, which breach has not been cured within fifteen (15) days notice to the Purchaser of such breach; or (c) at the election of the Purchaser, if there has been a material breach of any representation, warranty, covenant or agreement on the part of the Sellers contained in this Agreement, which breach has not been cured within fifteen (15) days notice to the Sellers of such breach. If this Agreement so terminates, it shall become null and void and have no further force or effect, except as provided in Section 5.2. 5.2 SURVIVAL. If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become void and of no further force and effect; provided, however, that (a) none of the parties hereto shall have any liability in respect of a termination of this Agreement pursuant to Section 5.1(a) and (b) nothing shall relieve any of the parties from liability for actual damages resulting from a termination of this Agreement pursuant to Section 5.1(b) or 5.1(c); and provided, further, that none of the parties hereto shall have any liability 5 for speculative, indirect, unforeseeable or consequential damages resulting from any legal action relating to any termination of this Agreement. 6. MISCELLANEOUS 6.1 No party hereto shall be obligated to pay any commission, brokerage fee or finder's fee based on any alleged agreement or understanding between any such party and a third person in respect of the transactions contemplated hereby. 6.2 No Seller may sell, license, transfer or assign (by operation of law or otherwise) any of such party's rights or interests in this Agreement or delegate such party's duties or obligations under this Agreement, in whole or in part, without the prior written consent of the Purchaser, and the Purchaser may not sell, license, transfer or assign (by operation of law or otherwise) any of such party's rights or interests in this Agreement or delegate such party's duties or obligations under this Agreement (except to any of such party's affiliates), in whole or in part, without the prior written consent of each and all of the Sellers or duly authorized representative thereof. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 6.3 All notices, demands and requests of any kind to be delivered to any party in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by internationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows: (a) if to Purchaser, to: Invemed Catalyst Fund, L.P. 375 Park Avenue, Suite 2205 New York, NY 10152 Attention: Suzanne Present Telecopy: (212) 813-0249 Telephone: (212) 843-0542 with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Douglas A. Cifu, Esq. Telecopy: (212) 492-0436 Telephone: (212) 373-3436 6 (b) If to Sellers, to each and all addresses specified with respect to each Seller in EXHIBIT A with a copy to: Richman, Mann, Chizever, Phillips & Duboff, PLC 9601 Wilshire Boulevard Penthouse Beverly Hills, California 90210 Attention: Gerald M. Chizever, Esq. Telecopy: (310) 274-2831 Telephone: (310) 274-8300 or to such other address as the party to whom notice is to be given may have furnished to the other parties to this Agreement in writing in accordance with the provisions of this Section 6.3. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of internationally-recognized overnight courier, on the next business day after the date when sent and (iii) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted. 6.4 This Agreement, including any and all exhibits hereto, constitutes the entire agreement between the parties hereto. The provisions of this Agreement supersede all previous communications, negotiations, representations or agreements, either oral or written, with respect to any transaction relating to or arising from this Agreement or terms described herein. This Agreement may be modified or amended only by a written document executed by all parties. 6.5 This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with the laws (without regard to the conflicts of law principles thereof) of the State of California, as if this Agreement were made, and as if its obligations are to be performed, wholly within the State of California. 6.6 This Agreement may be executed in any number of counterparts, and each such counterpart of this Agreement shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile counterpart signatures to this Agreement shall be acceptable and binding. 6.7 All representations and warranties made by any party in connection with any transaction contemplated by this Agreement shall survive the execution and delivery of this Agreement, the performance or consummation of any transaction described in this Agreement, and the termination of this Agreement. [SIGNATURES ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first written above. PURCHASER: INVEMED CATALYST FUND, L.P. A DELAWARE LIMITED PARTNERSHIP By: Invemed Catalyst GenPar, LLC, its general partner By: Gladwyne Catalyst GenPar, LLC, its managing member /s/ Suzanne Present --------------------------------- Name: Suzanne Present Title: Member SELLERS: /s/ John A. Ueberroth --------------------------------- John A. Ueberroth /s/ Peter V. Ueberroth --------------------------------- Peter V. Ueberroth EXHIBIT A --------- SELLERS ------- NAME AND ADDRESS SHARES OF COMMON STOCK - ---------------- ---------------------- 1. John A. Ueberroth 600,000 Shares of which 100,000 Shares c/o Ambassadors Performance Group are to be sold by the children of, 1071 Camelback Street and/or a trusts controlled Newport Beach, CA 92660-3228 by, John A. Ueberroth. 2. Peter V. Ueberroth 600,000 Shares of which 200,000 P.O. Box 100 Shares are to be sold by the children of, and/or trusts controlled by, Peter V. Ueberroth. EXHIBIT B --------- MANNER AND FORM OF CLOSING DELIVERIES ------------------------------------- On the Closing and upon the receipt of the Purchase Price, the Sellers shall cause to be delivered to the Purchaser stock certificates representing the Shares to be purchased hereunder in a manner and form to be agreed upon in good faith by the parties. EX-99 5 ex3_sc13d-ambass.txt EXHIBIT 3 EXHIBIT 3 --------- Ambassadors Group, Inc. 110 South Ferrall Street Spokane, WA 99202 July 29, 2003 Invemed Catalyst Fund, L.P. 375 Park Avenue, Suite 2205 New York, NY 10152 Ladies and Gentlemen: This letter agreement grants certain rights to Invemed Catalyst Fund, L.P. (the "Fund") in connection with the Fund's purchase and/or holding of Ambassadors Group, Inc. (the "Company") common stock, par value $0.01 (the "Common Stock") pursuant to that certain Stock Purchase Agreement, dated July 23, 2003, by and among the Fund, John A. Ueberroth and Peter V. Ueberroth (the "Purchase Agreement"). As a condition to the Fund's obligation to consummate the purchase of Common Stock under the Purchase Agreement, the Company hereby agrees that the Board of Directors of the Company (the "Board") shall, as of the date hereof, fill the existing vacancy on the Board with one person designated by the Fund (the "Fund Designee"), which designee shall initially be Dale Frey. The Fund Designee shall serve in accordance with the Company's Certificate of Incorporation and Bylaws until the next succeeding annual meeting of stockholders of the Company to be held after such election for the purpose of electing directors of the class of which the Fund Designee is a member. The Company further agrees that, for as long as the Fund or its affiliates continue to beneficially own in the aggregate not less than 600,000 shares of Common Stock (subject to adjustments if the Company pays a dividend in shares of Common Stock or distributes shares of Common Stock to the holders of Common Stock, subdivides or combines the Common Stock) (the "Minimum Ownership Threshold"), commencing with the next succeeding annual meeting of the stockholders of the Company at which directors of the class of which the Fund Designee is a member are elected, and at each annual meeting of the stockholders of the Company thereafter held for the purpose of electing directors of such class, the Fund shall be entitled to designate to the Board the Fund Designee to serve as a director of the Company. The Company covenants that it shall cause such Fund Designee to be included in the slate of nominees recommended by the Board to the stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such Fund Designee, including using its reasonably best efforts to cause officers of the Company who hold proxies (unless otherwise directed by the stockholder submitting such proxy), if any, to vote such proxies in favor of the election of such Fund Designee, unless the Board determines in good faith, with the written advice of outside counsel, that it would be inconsistent with their fiduciary duties to take such actions. As long as the Fund or its affiliates continues to beneficially own in the aggregate not less than the Minimum Ownership Threshold, in the event that 1 the Fund Designee shall cease to serve as a director for any reason, the Company shall use its reasonable best efforts to cause any vacancy resulting thereby to be filled by another designee of the Fund, provided that such other designee must be approved by the Company and such approval shall be in the sole and absolute discretion of the Company. The Additional Rights (as defined below) granted under this letter shall be SUSPENDED during any period in which the Company's Board of Directors includes a representative then currently designated by the Fund as described above. The Additional Rights granted under this letter shall CEASE if the Fund shall fail to hold at least 600,000 shares of Common Stock (subject to adjustments if the Company pays a dividend in shares of Common Stock or distributes shares of Common Stock to the holders of Common Stock, subdivides or combines the Common Stock). Subject to the above limitations, the Fund shall have the following rights (the "Additional Rights"): to make proposals, recommendations and suggestions to the Company's officers and directors relating to the business and affairs of the Company. Our respective signatures below indicate our mutual assent to the terms of this letter agreement as of the date set forth above. Very truly yours, AMBASSADORS GROUP, INC. By: /s/ Jeffrey D. Thomas ----------------------------- Name: Jeffrey D. Thomas Title: Chief Executive Officer Agreed to and accepted: INVEMED CATALYST FUND, L.P. By: Invemed Catalyst GenPar, LLC, its general partner By: Gladwyne Catalyst GenPar, LLC, its managing member /s/ Suzanne Present - ------------------------------- Name: Suzanne Present Title: Member 2 EX-99 6 ex4_sc13d-ambass.txt EXHIBIT 4 EXHIBIT 4 --------- REGISTRATION RIGHTS AGREEMENT by and between INVEMED CATALYST FUND, L.P. and AMBASSADORS GROUP, INC. Dated July 29, 2003 REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") dated July 29, 2003 by and between Invemed Catalyst Fund, L.P., a Delaware limited partnership ("ICF") and Ambassadors Group, Inc., a Delaware corporation (the "COMPANY"). W I T N E S S E T H : WHEREAS, ICF and each of John A. Ueberroth and Peter V. Ueberroth (collectively, the "SELLERS") have entered into a Stock Purchase Agreement, dated as of July 23, 2003 (such Stock Purchase Agreement, as amended or otherwise modified from time to time, the "PURCHASE AGREEMENT"), pursuant to which the Sellers (and the Sellers' children and/or trusts controlled by the Sellers) have sold, and ICF has purchased, an aggregate of 1,200,000 shares of Common Stock, par value $0.01 per share, of the Company (the "COMMON SHARES"). WHEREAS, in order to induce ICF to enter into the Stock Purchase Agreement, the board of directors of the Company has authorized and approved the grant by the Company of certain registration rights in respect of the Registrable Securities (as defined below) on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: "AFFILIATE" shall mean (i) with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person, which shall be deemed to include for ICF, any general or 1 limited partner or member of ICF, and (ii) with respect to any individual, shall also mean the spouse, sibling, child, stepchild, grandchild, niece, nephew or parent of such Person, or the spouse thereof. "BLACKOUT NOTICE" shall have the meaning set forth in Section 2.3. "BLACKOUT PERIOD" shall have the meaning set forth in Section 2.3. "COMMON SHARES" shall have the meaning set forth in the recitals hereto. "COMPANY" shall have the meaning set forth in the preamble. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, or any successor statute. "HOLDERS" shall mean the Initial Holder and any of its Affiliates (for so long as any such Person remains an Affiliate), for so long as they own any Registrable Securities and such of its respective successors and permitted assigns (including any permitted transferees of Registrable Securities) who acquire or are otherwise the transferee of Registrable Securities, directly or indirectly, from such Initial Holder (or any subsequent Holder), for so long as such successors and permitted assigns own any Registrable Securities. "HOLDERS' COUNSEL" shall mean legal counsel representing the Holders of Registrable Securities participating in such registration. "INITIAL HOLDER" shall mean ICF. "INSPECTORS" shall have the meaning set forth in Section 3.1(g). "MAJORITY HOLDERS" shall mean one or more Holders of Registrable Securities who would hold a majority of the Registrable Securities then outstanding. "MAJORITY HOLDERS OF THE REGISTRATION" shall mean, with respect to a particular registration, one or more Holders of Registrable Securities who would hold a majority of the Registrable Securities to be included in such registration. "NASD" shall mean the National Association of Securities Dealers, Inc. "PERSON" shall mean any individual, firm, partnership, corporation, trust, joint venture, association, joint stock company, limited liability company, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof, and shall include any successor (by merger or otherwise) of such entity. "PROSPECTUS" shall mean the prospectus included in a Registration Statement (including, without limitation, any preliminary prospectus and any prospectus 2 that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), and any such Prospectus as amended or supplemented by any prospectus supplement, and all other amendments and supplements to such Prospectus, including post-effective amendments, and in each case including all material incorporated by reference (or deemed to be incorporated by reference) therein. "RECORDS" shall have the meaning set forth in Section 3.1(g). "REGISTRABLE SECURITIES" shall mean (i) the Common Shares sold pursuant to the Purchase Agreement and (ii) any other securities of the Company (or any successor or assign of the Company, whether by merger, consolidation, sale of assets or otherwise) which may be issued or issuable with respect to, in exchange for, or in substitution of, the Registrable Securities referenced in clause (i) above by reason of any dividend or stock split, combination of shares, merger, consolidation, recapitalization, reclassification, reorganization, sale of assets or similar transaction. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities have been otherwise transferred, a new certificate or other evidence of ownership for them not bearing the legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act, (C) such securities shall have ceased to be outstanding, or (D) such securities become eligible for sale under Rule 144(k) without any volume, manner of sale or other restrictions. "REGISTRATION EXPENSES" shall mean any and all expenses incident to performance of or compliance with this Agreement by the Company and its subsidiaries, including, without limitation, (i) all SEC, stock exchange, NASD and other registration, listing and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of any stock exchange (including fees and disbursements of counsel in connection with such compliance and the preparation of a blue sky memorandum and legal investment survey), (iii) all expenses of any Persons retained by the Company in preparing or assisting in preparing, word processing, printing, distributing, mailing and delivering any Registration Statement, any Prospectus, transmittal letters, securities sales agreements, securities certificates and other documents relating to the performance of or compliance with this Agreement, (iv) the fees and disbursements of counsel for the Company, (v) the fees and disbursements of all independent public accountants (including the expenses of any audit and/or "cold comfort" letters) and the fees and expenses of other Persons, including experts, retained by the Company, and (vi) premiums and other costs of policies of insurance purchased by the Company as designated by the Board of Directors of the Company, if any, against liabilities arising out of the public offering of the Registrable Securities being registered. 3 "REGISTRATION STATEMENT" shall mean any registration statement of the Company which covers any Registrable Securities and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference (or deemed to be incorporated by reference) therein. "SEC" shall mean the Securities and Exchange Commission, or any successor agency having jurisdiction to enforce the Securities Act. "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations thereunder, or any successor statute. "SHELF REGISTRATION PERIOD" shall have the meaning set forth in Section 2.1(b). "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in Section 2.1(a). ARTICLE II REGISTRATION UNDER THE SECURITIES ACT 2.1 SHELF REGISTRATION STATEMENT. (a) The Company: (A) shall cause to be filed with the SEC, on or before September 30, 2003, a shelf registration statement (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or such shorter period that will terminate on the date on which all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "SHELF REGISTRATION PERIOD"); provided, however, that prior to the termination of such Shelf Registration Period, the Company 4 shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law. 2.2 EXPENSES. The Company shall pay all Registration Expenses in connection with any Shelf Registration, whether or not such registration shall become effective and whether or not all Registrable Securities originally requested to be included in such registration are withdrawn or otherwise ultimately not included in such registration. Each Holder shall pay (x) all discounts and commissions payable to selling brokers, managers or other similar Persons engaged in the distribution of such Holder's Registrable Securities pursuant to any registration pursuant to this Section 2 and (y) all other of its expenses and costs (such as fees and expenses of Holder's Counsel) relating to the registration and/or offering other than registration expenses. 2.3 POSTPONEMENTS. The Company shall be entitled to require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration during any Blackout Period (as defined below) (i) if the board of directors of the Company determines in good faith that effecting such a registration or continuing such disposition at such time would have an adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company or a merger, reorganization, recapitalization or similar current transaction materially affecting the capital, structure or equity ownership of the Company, or (ii) if the Company is in possession of material information which the board of directors of the Company determines in good faith is not in the best interests of the Company to disclose in a registration statement at such time, provided, however, that the Company may require the Holders of Registrable Securities to discontinue the disposition of their securities covered by a Shelf Registration only for a reasonable period of time not to exceed 90 days (or such earlier time as such transaction is consummated or no longer proposed or the material information has been made public (the "BLACKOUT PERIOD"). There shall not be more than one Blackout Period in any 12-month period. The Company shall promptly notify the Holders in writing (a "BLACKOUT NOTICE") of any decision to discontinue sales of Registrable Securities covered by a Shelf Registration pursuant to this Section 2.3 and shall include an undertaking by the Company to promptly notify the Holders as soon as a sale of Registrable Securities covered by a Shelf Registration may resume. In making any such determination to initiate or terminate a Blackout Period, the Company shall not be required to consult with or obtain the consent of any Holder, and any such determination shall be the Company's sole responsibility. Each Holder shall treat all notices received from the Company 5 pursuant to this Section 2.3 in the strictest confidence and shall not disseminate such information. ARTICLE III REGISTRATION PROCEDURES 3.1 OBLIGATIONS OF THE COMPANY. Whenever the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2 of this Agreement, the Company shall, as expeditiously as possible: (a) prepare and file with the SEC the requisite Registration Statement to effect such registration, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its best efforts to cause such Registration Statement to become effective (provided, that the Company may discontinue any registration of its securities that are not Registrable Securities, and, under the circumstances specified in Section 2.3, its securities that are Registrable Securities); provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, the Company shall (i) provide Holders' Counsel and any other Inspector (as defined in Section 3.1(g))with an adequate and appropriate opportunity to review comment on, at the Holders' cost, such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto or comparable statement) to be filed with the SEC, and (ii) not file any such Registration Statement or Prospectus (including any amendment or supplement thereto or comparable statement but excluding any filing made under the Exchange Act that is incorporated by reference therein) with the SEC to which Holder's Counsel, any selling Holder or any other Inspector shall have reasonably objected on the grounds that such filing does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (b) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective, and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement, in each case until such time as all of such Registrable Securities have been disposed of (but not before the expiration of the 90-day period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder, if applicable); (c) furnish, without charge, to each selling Holder of such Registrable Securities of the securities covered by such Registration Statement, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act, and other documents, as such selling Holder may reasonably request in order to facilitate the public sale or other disposition of the 6 Registrable Securities owned by such selling Holder (the Company hereby consenting to the use in accordance with applicable law of each such Registration Statement or amendment or post-effective amendment thereto) and each such Prospectus (or preliminary prospectus or supplement thereto) by each such selling Holder of Registrable Securities, in connection with the offering and sale of the Registrable Securities covered by such Registration Statement or Prospectus); (d) prior to any public offering of Registrable Securities, use its best efforts to register or qualify all Registrable Securities and other securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions as any selling Holder of Registrable Securities covered by such Registration Statement may reasonably request to enable such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder and to continue such registration or qualification in effect in each such jurisdiction for as long as such Registration Statement remains in effect (including through new filings or amendments or renewals), and do any and all other acts and things which may be necessary or advisable to enable any such selling Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such selling Holder; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction; (e) use its best efforts to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the selling Holders of such Registrable Securities to consummate the disposition of such Registrable Securities; (f) promptly notify Holders' Counsel and each Holder of Registrable Securities covered by such Registration Statement: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any state securities or blue sky authority for amendments or supplements to the Registration Statement or the Prospectus related thereto or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose, (v) of the existence of any fact of which the Company becomes aware or the happening of any event which results in (A) the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein not misleading, or (B) the Prospectus included in such Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statements therein, in the light of 7 the circumstances under which they were made, not misleading, and (vi) of the Company's reasonable determination that a post-effective amendment to a Registration Statement would be appropriate or that there exists circumstances not yet disclosed to the public which make further sales under such Registration Statement inadvisable pending such disclosure and post-effective amendment; and, if the notification relates to an event described in any of the clauses (ii) through (vi) of this Section 3.1(f), the Company shall promptly prepare a supplement or post-effective amendment to such Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that (1) such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and (2) as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading (and shall furnish to each such Holder, a reasonable number of copies of such Prospectus so supplemented or amended); and if the notification relates to an event described in clause (iii) of this Section 3.1(f), the Company shall take all reasonable action required to prevent the entry of such stop order or to remove it if entered; (g) make available for inspection by any selling Holder of Registrable Securities, Holders' Counsel and any attorney, accountant or other agent retained by any such seller (each, an "INSPECTOR" and, collectively, the "INSPECTORS"), all financial and other records, pertinent corporate documents and properties of the Company and any subsidiaries thereof as may be in existence at such time (collectively, the "RECORDS") as shall be necessary, in the opinion of such Holders' counsel, to enable them to exercise their due diligence responsibility and to conduct a reasonable investigation within the meaning of the Securities Act, and cause the Company's and any subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspectors in connection with such Registration Statement; (h) obtain an opinion from the Company's counsel and a "cold comfort" letter from the Company's independent public accountants who have certified the Company's financial statements included or incorporated by reference in such Registration Statement, in each case dated the effective date of such Registration Statement, in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the Majority Holders, and furnish to each Holder participating in the offering a copy of such opinion and letter addressed to such Holder; (i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such Registration Statement not later than the effectiveness of such Registration Statement; 8 (j) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC and any other governmental agency or authority having jurisdiction over the offering, and make available to its security holders, as soon as reasonably practicable but no later than 90 days after the end of any 12-month period, an earnings statement commencing with the first day of the Company's calendar month next succeeding each sale of Registrable Securities after the effective date of a Registration Statement, which statement shall cover such 12-month periods, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (k) if so requested by the Majority Holders of the Registration, use its best efforts to cause all such Registrable Securities to be listed (i) on each national securities exchange on which the Company's securities are then listed or, (ii) if securities of the Company are not at the time listed on any national securities exchange (or, if the listing of Registrable Securities is not permitted under the rules of each national securities exchange on which the Company's securities are then listed), on a national securities exchange or The Nasdaq Stock Market's National Market; (l) keep each selling Holder of Registrable Securities advised in writing as to the initiation and progress of any registration under Section 2 hereunder; (m) enter into and perform customary agreements and provide officers' certificates and other customary closing documents; (n) cooperate with each selling Holder of Registrable Securities participating in the disposition of such Registrable Securities and such selling Holder's counsel in connection with any filings required to be made with the NASD; (o) furnish to each Holder participating in the offering, without charge, at least one manually-signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those deemed to be incorporated by reference); (p) cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold and cause such Registrable Securities to be issued in such denominations and registered in accordance with the instructions of the selling Holders of Registrable Securities at least three business days prior to any sale of Registrable Securities; and (q) use its best efforts to take all other steps necessary to expedite or facilitate the registration and disposition of the Registrable Securities contemplated hereby. 3.2 SELLER INFORMATION. The Company may require each selling Holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such Holder, such Holder's Registrable Securities and such Holder's intended method of disposition as the Company may from time to time 9 reasonably request in writing; provided that such information shall be used only in connection with such registration. If any Registration Statement or comparable statement under "blue sky" laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, and (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state "blue sky" or securities law then in force, the deletion of the reference to such Holder. 3.3 NOTICE TO DISCONTINUE. Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1(f)(ii) through (vii), such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(f) and, if so directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities which is current at the time of receipt of such notice. ARTICLE IV INDEMNIFICATION; CONTRIBUTION 4.1 INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder of Registrable Securities, its officers, directors, partners, members, shareholders, employees, Affiliates and agents (collectively, "AGENTS") and each Person who controls such Holder (within the meaning of the Securities Act) and its Agents with respect to each registration which has been effected pursuant to this Agreement, against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof, and expenses (as incurred or suffered and including, but not limited to, any and all expenses incurred in investigating, preparing or defending any litigation or proceeding, whether commenced or threatened, and the reasonable fees, disbursements and other charges of legal counsel) in respect thereof (collectively, "CLAIMS"), insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to any such registration or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction 10 required of the Company in connection with any such registration, or any qualification or compliance incident thereto; provided, however, that the Company will not be liable in any such case to the extent that any such Claims arise out of or are based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact so made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in a Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder. 4.2 INDEMNIFICATION BY HOLDERS. Each Holder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, employees, and Affiliates and each Person who controls the Company (within the meaning of the Securities Act) and its Agents against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use in a Registration Statement; provided, however, that the aggregate amount which any such Holder shall be required to pay pursuant to this Section 4.2 shall in no event be greater than the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Holder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder. 4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS. Promptly after receipt by an indemnified party of notice of any Claim or the commencement of any action or proceeding involving a Claim under this Section 4, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 4, (i) notify the indemnifying party in writing of the Claim or the commencement of such action or proceeding; provided, that the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under this Section 4, except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 4, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any indemnified party shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed in writing to pay such fees and 11 expenses, (B) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such indemnified party within 10 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so, (C) in the reasonable judgment of any such indemnified party, based upon advice of counsel, a conflict of interest may exist between such indemnified party and the indemnifying party with respect to such claims (in which case, if the indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such indemnified party) or (D) such indemnified party is a defendant in an action or proceeding which is also brought against the indemnifying party and reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party. No indemnifying party shall be liable for any settlement of any such claim or action effected without its written consent, which consent shall not be unreasonably withheld. In addition, without the consent of the indemnified party (which consent shall not be unreasonably withheld), no indemnifying party shall be permitted to consent to entry of any judgment with respect to, or to effect the settlement or compromise of any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim), unless such settlement, compromise or judgment (1) includes an unconditional release of the indemnified party from all liability arising out of such action or claim, (2) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party, and (3) does not provide for any action on the part of any party other than the payment of money damages which is to be paid in full by the indemnifying party. 4.4 CONTRIBUTION. If the indemnification provided for in Section 4.1 or 4.2 from the indemnifying party for any reason is unavailable to (other than by reason of exceptions provided therein), or is insufficient to hold harmless, an indemnified party hereunder in respect of any Claim, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the actions which resulted in such Claim, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. If, however, the foregoing allocation is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. 12 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by a party as a result of any Claim referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in Section 4.3, any legal or other fees, costs or expenses reasonably incurred by such party in connection with any investigation or proceeding. Notwithstanding anything in this Section 4.4 to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 4.4 to contribute any amount in excess of the net proceeds received by such indemnifying party from the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims, less all amounts previously paid by such indemnifying party with respect to such Claims. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(a) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 4.5 OTHER INDEMNIFICATION. Indemnification similar to that specified in the preceding Sections 4.1 and 4.2 (with appropriate modifications) shall be given by the Company and each selling Holder of Registrable Securities with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority, other than the Securities Act. The indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract. 4.6 INDEMNIFICATION PAYMENTS. The indemnification and contribution required by this Section 4 shall be made by periodic payments of the amount thereof during the course of any investigation or defense, as and when bills are received or any expense, loss, damage or liability is incurred. ARTICLE V GENERAL 5.1 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company agrees that it shall not effect or permit to occur any combination or subdivision of shares which would materially adversely affect the ability of the Holder of any Registrable Securities to include such Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration. 5.2 REGISTRATION RIGHTS TO OTHERS. The Company is not party to any agreement with respect to its securities granting any registration rights to any Person. If the Company shall at any time hereafter provide to any holder of any securities of the Company rights with respect to the registration of such securities under the Securities Act, such rights shall not be in conflict with or adversely affect any of the rights provided in this Agreement to the Holders. 13 5.3 AVAILABILITY OF INFORMATION. The Company covenants that it shall timely file any reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 under the Securities Act), and that it shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (ii) any other rule or regulation now existing or hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. 5.4 AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of the Company and the Holders holding more than 50% of the Registrable Securities then outstanding; provided, however, that no such amendment, modification, supplement, waiver or consent to departure shall reduce the aforesaid percentage of Registrable Securities without the written consent of all of the Holders of Registrable Securities; and provided, further, that nothing herein shall prohibit any amendment, modification, supplement, termination, waiver or consent to departure the effect of which is limited only to those Holders who have agreed to such amendment, modification, supplement, termination, waiver or consent to departure. 5.5 NOTICES. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, telecopier, any courier guaranteeing overnight delivery or first class registered or certified mail, return receipt requested, postage prepaid, addressed to the applicable party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties in accordance with the provisions of this Section: If to the Company, to: Ambassadors Group, Inc. Dwight D. Eisenhower Building 110 S. Ferrall Street Spokane, WA 99202 Attn: Jeffrey D. Thomas, Chief Executive Officer Telecopy: (509) 536-1996 Telephone: (509) 534-6200 14 With a copy to: Richman, Mann, Chizever, Phillips & Duboff, PLC 9601 Wilshire Boulevard Penthouse Beverly Hills, California 90210 Attention: Gerald M. Chizever, Esq. Telecopy: (310) 274-1114 Telephone: (310) 274-8300 If to the Initial Holder, to: Invemed Catalyst Fund, L.P. 375 Park Avenue, Suite 2205 New York, NY 10152 Attn: Suzanne Present Telecopy: (212) 813-0249 Telephone: (212) 843-0542 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attn: Douglas A. Cifu, Esq. Telecopy: (212) 492-0436 Telephone: (212) 373-3436 If to any subsequent Holder, to the address of such Person set forth in the records of the Company. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when receipt is acknowledged, if telecopied; on the next business day, if timely delivered to a courier guaranteeing overnight delivery; and five days after being deposited in the mail, if sent first class or certified mail, return receipt requested, postage prepaid. 5.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and other Holders. 5.7 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which, when so executed and delivered, shall be deemed to be an original, but all of which counterparts, taken together, shall constitute one and the same instrument. Any party may execute and deliver a counterpart to this Agreement by delivering by facsimile or electronic mail transmission a signature page of this Agreement signed by such party, and such facsimile or electronic mail signature shall be treated in all respects as having the same effect as an original signature. 15 5.8 DESCRIPTIVE HEADINGS, ETC. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein. Unless the context of this Agreement otherwise requires: (1) words of any gender shall be deemed to include each other gender; (2) words using the singular or plural number shall also include the plural or singular number, respectively; (3) the words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and paragraph references are to the Sections and paragraphs of this Agreement unless otherwise specified; (4) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified; (5) "or" is not exclusive; and (6) provisions apply to successive events and transactions. 5.9 SEVERABILITY. In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the other remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law. 5.10 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to the conflict of laws principles thereof). 5.11 REMEDIES; SPECIFIC PERFORMANCE. The parties hereto acknowledge that money damages would not be an adequate remedy at law if any party fails to perform in any material respect any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to seek to compel specific performance of the obligations of any other party under this Agreement, without the posting of any bond, in accordance with the terms and conditions of this Agreement in any court of the United States or any State thereof having jurisdiction, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. Except as otherwise provided by law, a delay or omission by a party hereto in exercising any right or remedy accruing upon any such breach shall not impair the right or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative. 5.12 ENTIRE AGREEMENT. This Agreement and the Purchase Agreement are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to such subject matter, other than those set forth or referred to herein or in the Purchase Agreement. This 16 Agreement and the Purchase Agreement supersede all prior agreements and understandings between the Company and the other parties to this Agreement with respect to such subject matter. 5.13 NOMINEES FOR BENEFICIAL OWNERS. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 5.14 CONSENT TO JURISDICTION; WAIVER OF JURY. Each party to this Agreement hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding arising out of or relating to this Agreement or any agreements or transactions contemplated hereby may be brought in any federal court of the Southern District of New York or any state court located in New York County, State of New York, and hereby irrevocably and unconditionally expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof and hereby irrevocably and unconditionally waives any claim (by way of motion, as a defense or otherwise) of improper venue, that it is not subject personally to the jurisdiction of such court, that such courts are an inconvenient forum or that this Agreement or the subject matter may not be enforced in or by such court. Each party hereby irrevocably and unconditionally consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the address set forth or provided for in Section 5.5 of this Agreement, such service to become effective 10 days after such mailing. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or commence legal proceedings or otherwise proceed against any other party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this Section. Each of the parties hereby irrevocably waives trial by jury in any action, suit or proceeding, whether at law or equity, brought by any of them in connection with this Agreement or the transactions contemplated hereby. 5.15 FURTHER ASSURANCES. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 5.16 NO INCONSISTENT AGREEMENTS. The Company will not hereafter enter into any agreement which is inconsistent with the rights granted to the Holders in this Agreement. 17 5.17 CONSTRUCTION. The Company and the Holders acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the Company and the Holders. [SIGNATURES ON THE FOLLOWING PAGE] 18 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. INVEMED CATALYST FUND, L.P. By: Invemed Catalyst GenPar, LLC, its general partner By: Gladwyne Catalyst GenPar, LLC, its managing member /s/ Suzanne Present ---------------------------------------- Name: Suzanne Present Title: Member AMBASSADORS GROUP, INC. By: /s/ Jeffrey D. Thomas ---------------------------------------- Name: Jeffrey D. Thomas Title: Chief Executive Officer 19 TABLE OF CONTENTS ARTICLE I DEFINITIONS.......................................................1 ARTICLE II REGISTRATION UNDER THE SECURITIES ACT.............................4 2.1 SHELF REGISTRATION STATEMENT.................................4 2.2 EXPENSES.....................................................5 2.3 POSTPONEMENTS................................................5 ARTICLE III REGISTRATION PROCEDURES...........................................6 3.1 OBLIGATIONS OF THE COMPANY...................................6 3.2 SELLER INFORMATION...........................................9 3.3 NOTICE TO DISCONTINUE.......................................10 ARTICLE IV INDEMNIFICATION; CONTRIBUTION....................................10 4.1 INDEMNIFICATION BY THE COMPANY..............................10 4.2 INDEMNIFICATION BY HOLDERS..................................11 4.3 CONDUCT OF INDEMNIFICATION PROCEEDINGS......................11 4.4 CONTRIBUTION................................................12 4.5 OTHER INDEMNIFICATION.......................................13 4.6 INDEMNIFICATION PAYMENTS....................................13 ARTICLE V GENERAL..........................................................13 5.1 ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES................13 5.2 REGISTRATION RIGHTS TO OTHERS...............................13 5.3 AVAILABILITY OF INFORMATION.................................14 5.4 AMENDMENTS AND WAIVERS......................................14 5.5 NOTICES.....................................................14 5.6 SUCCESSORS AND ASSIGNS......................................15 5.7 COUNTERPARTS................................................15 5.8 DESCRIPTIVE HEADINGS, ETC...................................16 5.9 SEVERABILITY................................................16 5.10 GOVERNING LAW...............................................16 5.11 REMEDIES; SPECIFIC PERFORMANCE..............................16 5.12 ENTIRE AGREEMENT............................................16 5.13 NOMINEES FOR BENEFICIAL OWNERS..............................17 5.14 CONSENT TO JURISDICTION; WAIVER OF JURY.....................17 5.15 FURTHER ASSURANCES..........................................17 5.16 NO INCONSISTENT AGREEMENTS..................................17 5.17 CONSTRUCTION................................................18
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