**Exhibit 10.48**
**NOTE PURCHASE AGREEMENT**
**DATED**
**NOVEMBER 2, 2001**
**BETWEEN**
**CVG INVESTMENT LLC**
**AND**
**CLASSIC VACATION GROUP, INC.**
 

 

**NOTE PURCHASE AGREEMENT**
         This is an agreement (the “Agreement”) dated November 2, 2001 between CVGInvestment LLC (“CVGI”), a Delaware limited liability company, and ClassicVacation Group, Inc. (the “Company”), a New York corporation, relating to thepurchase by CVGI from the Company of (i) $5,000,000 principal amount of theCompany’s 7.5% Convertible Senior Subordinated Notes due December 31, 2006 (the“Convertible Notes”) and (ii) up to $19,250,000 principal amount of theCompany’s 7.5% Exchangeable Senior Subordinated Notes due December 31, 2006(the “Exchangeable Notes” and together with the Convertible Notes, the“Notes”), which agreement is as follows:
**ARTICLE I**
PURCHASES OF NOTES
         1.1 *Purchase and Sale of Notes at the Initial Closing.* At the InitialClosing described in Paragraph 2.1, CVGI will purchase from the Company, for100% of their principal amount, $5,000,000 principal amount of ConvertibleNotes and $5,000,000 principal amount of Exchangeable Notes, and the Companywill sell those Convertible Notes and Exchangeable Notes to CVGI.
         1.2 *Purchases and Sales of Additional Notes.* Between the day after theInitial Closing Date (defined below) and April 30, 2002, CVGI will purchasefrom the Company, at the Company’s request, up to an additional $14,250,000 ofExchangeable Notes for 100% of their principal amount in three separatetranches of $5,000,000, $5,000,000 and $4,250,000. However, the Company mayrequest multiple tranches simultaneously. Each request that CVGI purchase atranche of Exchangeable Notes will be made by a written request from theCompany to CVGI, accompanied by a certification by the chief executive officerand the chief financial officer of the Company that (i) the balance of cash andcash equivalents, adjusted to deduct (A) cash which is restricted or segregatedby contract or trust agreement, and (B) amounts reflected
 

 

 on the books of the Company as a liability for outstanding checks anddrafts, as that balance is reflected on the books of the Company has fallenbelow $7,000,000 and (ii) the Company needs the proceeds of the sale of theadditional Exchangeable Notes.
**ARTICLE II**
THE CLOSINGS
         2.1 *Time and Place of Closing.* The closing of the purchase of Notesreferred to in Paragraph 1.1 (the “Initial Closing”) will take place at theoffices of Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, NewYork, at 10:00 a.m., New York City time, or at such other time and place as theparties may mutually agree, on the day (the “Initial Closing Date”) which isthe last to occur of (i) November 2, 2001, and (ii) the business day after theday on which all the conditions in Article V (other than conditions which it iscontemplated will be satisfied at the Initial Closing) have been satisfied orwaived.
         2.2 *Company’s Actions at Closing.* At the Initial Closing, the Companywill deliver the following to CVGI:
                  (a) $5,000,000 principal amount of Convertible Notes, which will besubstantially in the form of Exhibit 2.2-A.
                  (b) $5,000,000 principal amount of Exchangeable Notes, which (like all theExchangeable Notes) will be substantially in the form of Exhibit 2.2-B.
         2.3 *Buyer’s Actions at the Initial Closing.* At the Initial Closing, CVGIwill deliver the following to the Company:
                  (a) Evidence of a wire transfer of immediately available funds to anaccount or accounts specified at least 24 hours before the Initial Closing bythe Company in the amount of $10,000,000.
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                  (b) A copy, executed by CVGI, GV Investment LLC (“GVI”), Three Cities FundIII, L.P. (“TCF”) and Thayer Equity Investors III, L.P. (“TEI”), of anAgreement to Tender, in substantially the form of Exhibit 2.3-B, in which eachof them agrees that if the Company (i) either (x) terminates this Agreementunder Paragraph 8.2(a) or (y) provides notice that the Company has entered intoa definitive agreement relating to a Preferred Transaction (defined below),(ii) notifies CVGI, GVI, TCF and TEI that the reason the Company is terminatingthis Agreement or signing another definitive agreement is in order tofacilitate an alternate financing (a “Preferred Transaction”) which (x)provides for payment of principal and accrued interest with regard to all theoutstanding Notes when they become due and payable as provided in Paragraph8.2(b), (y) meets the requirements in clauses (i) and (ii) of the firstsentence of Paragraph 8.2(b) and (z) includes a purchase of all the Company’sCommon Stock (whether through a tender offer followed by a merger or otherwise)for a price in excess of $0.15 per share (or such other price per share as isthe Tender Offer Price described in Paragraph 6.1), and (iii) pays theprincipal and accrued interest with regard to all the outstanding Notes at orbefore the time the Preferred Transaction is closed (or if the PreferredTransaction is a tender offer, at or before the time tendered shares areaccepted for payment) and in any event not later than December 31, 2001, eachof CVGI, GVI, TCF and TEI will tender all the Common Stock it owns in responseto the tender offer which is part of the Preferred Transaction, or otherwisesell or exchange its shares in connection with the Preferred Transaction, forthe same consideration, and otherwise on the same terms, as those on which thepublic holders of Common Stock sell or exchange their shares in the PreferredTransaction.
         2.4 *Subsequent Closings.*Each closing of an additional purchase of theExchangeable Notes (each a “Subsequent Closing”) will take place at the officesof Clifford Chance Rogers & Wells LLP at 10:00 a.m., New York City time, or atsuch other time and place as the parties may mutually agree, on a day (each a“Subsequent Closing Date”) specified by
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 CVGI which is not more than ten business days after the Company deliversto CVGI the request that CVGI purchase the additional Exchangeable Notes andother items described in Paragraph 1.2; provided, however, that CVGI will useits best efforts to purchase the Notes which are the subject of a request on orbefore the fifth business day after the request is delivered. At eachSubsequent Closing, the Company will deliver to CVGI the Exchangeable Noteswhich CVGI is purchasing and CVGI will deliver to the Company (a) evidence of awire transfer of immediately available funds to an account or accountsspecified at least 24 hours before the Subsequent Closing by the Company, in anamount equal to 100% of the principal amount of the Exchangeable Notes that arebeing purchased.
**ARTICLE III**
REPRESENTATIONS AND WARRANTIES
         3.1 *Company’s Representations and Warranties*. The Company represents andwarrants to CVGI as follows:
                  (a) The Company is a corporation duly organized, validly existing and ingood standing under the laws of the State of New York.
                  (b) The Company has all corporate power and authority necessary to enableit to enter into this Agreement and carry out the transactions contemplated bythis Agreement. All corporate actions necessary to authorize the Company toenter into this Agreement and carry out the transactions contemplated by ithave been taken. This Agreement has been duly executed by the Company and is avalid and binding agreement of the Company, enforceable against the Company inaccordance with its terms.
                  (c) When Notes are issued and delivered to CVGI as contemplated by thisAgreement (including Convertible Notes issued in exchange for ExchangeableNotes), (i) the Notes will evidence valid and binding obligations of theCompany, and will be enforceable
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against the Company in accordance with their terms, and (ii) the Noteswill constitute Senior Indebtedness as defined in and with regard to theCompany’s 9% Convertible Subordinated Notes due 2007 (the “9% Notes”). Whenshares of common stock, par value $.01 per share, of the Company (“CommonStock”) are issued upon conversion of Convertible Notes (including ConvertibleNotes issued in exchange for Exchangeable Notes), those shares (“ConversionShares”) will be duly authorized and validly issued, fully paid andnon-assessable, and will not be subject to, or have been issued in violationof, pre-emptive rights of any shareholders of the Company or any other persons.
                  (d) Except as provided on Exhibit 3.1-D, neither the execution anddelivery of this Agreement or of any document to be delivered in accordancewith this Agreement (including the Notes) nor the consummation of thetransactions contemplated by this Agreement or by any document to be deliveredin accordance with this Agreement will violate, result in a breach of, orconstitute a default (or an event that, with notice or lapse of time or both,would constitute a default) under, the Certificate of Incorporation or by-lawsof the Company, any agreement or instrument to which the Company is a party orby which it is bound, other than to the extent that contracts with vendors,leases or contracts with customers (other than customers that individuallyrepresent more than 5% of cumulative year-to-date bookings during fiscal year2001 as reflected on the most recent Departures Report (as that term is definedin the Notes) prepared before the date of this Agreement) contained provisionsrequiring notice of, and possibly permitting cancellation as a result of, anychange in control of the Company contemplated by the transactions approved bythe Company’s Board of Directors as described in Paragraph 3.1(s), any law, orany order, rule or regulation of any court or governmental agency or otherregulatory organization having jurisdiction over the Company.
                  (e) No governmental filings, authorizations, approvals or consents arerequired to permit the Company to fulfill all its obligations under thisAgreement, except filings
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with the Securities and Exchange Commission (“SEC”) contemplated by thisAgreement except that issuance of the shares of the Company’s Common Stock onconversion of the Notes may require filing, the expiration of any applicablewaiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,as amended (the “HSR Act”) and filings or approvals that may be required as aresult of the change of control of the Company contemplated by the transactionsapproved by the Company’s Board of Directors as described in Paragraph 3.1(s).
                  (f) The Company and each of its subsidiaries is qualified to do businessas a foreign corporation in each state in which it is required to be qualified,except states in which the failure to qualify, in the aggregate, would not havea Material Adverse Effect upon the Company. As used in this Agreement, the term“Material Adverse Effect” upon the Company means a material adverse effect upon(i) the business, operations, properties, results of operations, assets orcondition (financial or otherwise) of the Company and its subsidiaries taken asa whole, or (ii) the ability of the Company to perform in any material respectits obligations under the Notes or this Agreement or of CVGI to enforce thisAgreement or the Notes or collect any of the obligations evidenced by theNotes; provided, however, that continued volatility in the travel market as aresult of the September 11, 2001 terrorist attacks will not constitute aMaterial Adverse Effect (although terrorist attacks may, under Paragraph5.1(g), cause the Company to fail to meet a pre-condition to CVGI’s obligationsto purchase Notes after the date of this Agreement).
                  (g) The only authorized stock of the Company is 60,000,000 shares ofCommon Stock, par value $0.01 per share, and 6,000,000 shares of preferredstock, par value $0.01 per share. At the date of this Agreement, the onlyoutstanding stock of the Company, excluding treasury shares, is not more than14,400,000 shares of Common Stock and not less than 14,200,000 shares of CommonStock. All those shares have been duly authorized and issued and are fullypaid and non-assessable. Except as shown on Exhibit 3.1-G, the Company
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has not issued any options, warrants or convertible or exchangeablesecurities which are outstanding, and is not a party to any other agreements,which require, or upon the passage of time, the payment of money or theoccurrence of any other event may require, the Company to issue or sell any ofits stock.
                  (h) Except as shown on Exhibit 3.1-H, (i) each of the corporations andother entities of which the Company owns directly or indirectly 50% or more ofthe equity (each corporation or other entity of which a company owns directlyor indirectly 50% or more of the equity being a “subsidiary” of that company)has been duly organized, and is validly existing and in good standing, underthe laws of its state of incorporation or formation, (ii) except as shown onExhibit 3.1-H, the Company owns directly or indirectly through wholly ownedsubsidiaries, all the outstanding stock of, or other equity interests in, eachof its subsidiaries, (iii) all the shares of stock of, or other equityinterests in, each of the Company’s subsidiaries which are owned by the Companyor any of its subsidiaries are duly authorized and validly issued and, withregard to stock of corporations or other equity interests in limited liabilityentities, fully paid and non-assessable, and are not subject to any preemptiverights, and (iv) neither the Company nor any of its subsidiaries has issued anyoptions, warrants or convertible or exchangeable securities, or is a party toany other agreements, which require, or upon the passage of time, the paymentof money or the occurrence of any other event may require, the Company or anysubsidiary to issue or sell any stock or other equity interests in any of theCompany’s subsidiaries, and there are no registration covenants, except, withregard to the Company, pursuant to a certain Registration Rights Agreementdated June 12, 1998, as amended by Amendment No. 1 to the Registration RightsAgreement dated June 20, 2000, or transfer or voting restrictions with respectto outstanding securities of any of the Company’s subsidiaries.
                  (i) Since January 1, 1998, the Company has filed with the SEC all forms,statements, reports and documents it has been required to file under theSecurities Act of 1933,
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as amended, the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) or the rules under either of them.
                  (j) The Company’s Annual Report on Form 10-K for the year ended December31, 2000 (the “Company 10-K”) and its Report on Form 10-Q for the period endedJune 30, 2001 (the “Second Quarter 10-Q”) which were filed with the SEC,including the documents incorporated by reference in each of them, eachcontained all the information required to be included in it and, when it wasfiled, did not contain an untrue statement of a material fact or omit to statea material fact necessary in order to make the statements made in it, in lightof the circumstances under which they were made, not misleading. Withoutlimiting what is said in the preceding sentence, the financial statementsincluded in the Company 10-K all were prepared, and the financial informationincluded in the Second Quarter 10-Q was derived from financial statements whichwere prepared, in accordance with United States generally accepted accountingprinciples (“GAAP”) applied on a consistent basis (except that financialinformation included in the Second Quarter 10-Q does not contain notes and issubject to normal year end adjustments) and present fairly the consolidatedfinancial condition and the consolidated results of operations of the Companyand its subsidiaries at the dates, and for the periods, to which they relate.At the date of this Agreement, the Company has not filed, or been required tofile, any reports with the SEC with regard to any period which ended, or anyevent which occurred, after June 30, 2001, except for reports required to befiled in connection with the transactions contemplated by this Agreement.
                  (k) Since June 30, 2001, the Company and its subsidiaries have conductedtheir businesses in the ordinary course and in the same manner in which theywere conducted prior to June 30, 2001, except to the extent the Company and itssubsidiaries have had to change the way in which they conduct their businessesdue to factors which have affected the travel industry or arrangers ofvacations or tours generally.
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                  (l) The assets of the Company and its subsidiaries constitute, in theaggregate, all the assets (including, but not limited to, intellectual propertyrights) used in or necessary to the conduct of their businesses as theycurrently are being conducted, except to the extent the Company may requireadditional cash to carry on its business.
                  (m) The Company and its subsidiaries have at all times complied, andcurrently are complying, with all applicable Federal, state, local and foreignlaws and regulations, except failures to comply which would not reasonably beexpected, in the aggregate, to have a Material Averse Effect on the Company.
                  (n) The Company and its subsidiaries have all licenses and permits whichare required at the date of this Agreement to enable them to conduct theirbusinesses as they currently are being conducted, except licenses or permitsthe lack of which would not reasonably be expected, in the aggregate, to have aMaterial Adverse Effect on the Company.
                  (o) Except as shown on Exhibit 3.1-O, the Company and each of itssubsidiaries has filed when due all Tax Returns which it has been required tofile and has paid all Taxes shown on those returns to be due. Those TaxReturns accurately reflect all Taxes required to have been paid, except to theextent of items which may be disputed by applicable taxing authorities but forwhich there is substantial authority to support the position taken by theCompany or the subsidiary and which have been adequately reserved against inaccordance with GAAP on the balance sheet at June 30, 2001, included in theSecond Quarter 10-Q. At the date of this Agreement, except as shown on Exhibit3.1-O, (i) no extension of time given by the Company or any of its subsidiariesfor completion of the audit of any of its Tax Returns is in effect, (ii) no taxlien has been filed by any taxing authority against the Company or any of itssubsidiaries or any of their assets, (iii) no Federal, state or local audits orother administrative proceedings or court proceedings with regard to Taxes arepresently pending with regard to the Company or any of its subsidiaries, (iv)neither the Company nor any subsidiary is a party to any
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agreement providing for the allocation or sharing of Taxes, (v) neitherthe Company nor any subsidiary has participated in or cooperated with aninternational boycott as that term is used in Section 999 of the InternalRevenue Code of 1986, as amended (the “Code”) and (vi) neither the Company norany subsidiary has filed a consent pursuant to Section 341(f) of the Code oragreed to have Section 341(f)(2) of the Code apply to any disposition of aSubsection (f) asset (as that term is defined in Section 341(f)(4) of the Code)owned by the Company or any subsidiary. For the purposes of this Agreement,the term “Taxes” means all taxes (including, but not limited to, withholdingtaxes), assessments, fees, levies and other governmental charges, and anyrelated interest or penalties. For the purposes of this Agreement, the term“Tax Return” means any report, return or other information required to besupplied to a taxing authority in connection with Taxes.
                  (p) (i) The Company and its subsidiaries have all environmental permitswhich are necessary to enable them to conduct their businesses as theycurrently are being conducted without violating any Environmental Laws, (ii)the Company has not received any notice of material noncompliance or materialliability under any Environmental Law, (iii) neither the Company nor anysubsidiary has performed any acts, including but not limited to releasing,storing or disposing of hazardous materials, there is no condition on anyproperty owned or leased by the Company or a subsidiary, and there was nocondition on any property formerly owned or leased by the Company or asubsidiary while the Company or a subsidiary owned or leased that property,that could reasonably be expected to result in material liability by theCompany or a subsidiary under any Environmental Law or to have a MaterialAdverse Effect on the Company and (iv) neither the Company nor any subsidiaryis subject to any order of any court or governmental agency requiring theCompany or any subsidiary to take, or refrain from taking, any actions in orderto comply with any Environmental Law and no action or proceeding seeking suchan order is pending or, insofar as any officer of the Company is aware,threatened
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against the Company. As used in this Agreement, the term “EnvironmentalLaw” means any Federal, state or local law, rule, regulation, guideline orother legally enforceable requirement of a governmental authority relating toprotection of the environment or to environmental conditions which affect humanhealth or safety.
                  (q) Except as shown on Exhibit 3.1-Q, there are no contracts, agreementsor other arrangements which could result in the payment by the Company or byany subsidiary of an “Excess Parachute Payment” as that term is used in Section280G of the Code.
                  (r) Neither the Schedule 14D-9 described in Paragraph 6.2 nor anyinformation supplied by the Company for inclusion in the Offer Documentsdescribed in Paragraph 6.1 will, at the respective times the Schedule 14D-9 andthe Schedule TO described in Paragraph 6.1 are filed with the SEC and firstpublished, sent or given to the Company’s shareholders, contain a false ormisleading statement with respect to any material fact or omit to state anymaterial fact required to be stated or included in it or necessary in order tomake the statements made or included in it, in light of the circumstances underwhich they are made, not misleading. On the day the Proxy Statement describedin Paragraph 7.1 is mailed to the Company’s shareholders and on the day of theShareholders Meeting, the Proxy Statement will not contain a false ormisleading statement with respect to any material fact or omit to state anymaterial fact required to be stated in it or necessary in order to make thestatements in it, in light of the circumstances under which they are made, notmisleading or necessary to correct any statement in any earlier communicationwith respect to the Shareholders Meeting or the solicitation of proxies to beused at the Shareholders Meeting. However, the Company does not make anyrepresentations or warranties with respect to information supplied by CVGI orAcquisition (defined in Paragraph 6.1) or any of their affiliates orrepresentatives for inclusion in the Schedule 14D-9 or the Proxy Statement, orwith respect to the Offer Documents (except to the extent of informationsupplied by the Company for inclusion in the Offer Documents). The
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Schedule 14D-9 and the Proxy Statement each will comply as to form in allmaterial respects with the requirements of the Exchange Act and the rules underit.
                  (s) The Company’s Board of Directors has approved (i) the transfer ofCommon Stock from TEI to TCF or GVI, (ii) the transfer of Common Stock from TCFto GVI, (iii) the contribution of Common Stock by TEI, TCF, GVI or theiraffiliates to CVGI pursuant to the Capital Contribution Agreement dated thesame date as this Agreement, (iv) any transfer of 9% Notes (or an interesttherein) by Three Cities Research, Inc. and its affiliates to TEI and itsaffiliates, (v) the purchase of Convertible Notes and Exchangeable Notes byCVGI and any exchange of Exchangeable Notes for Convertible Notes, (vi) anyissuance of Convertible Notes or Exchangeable Notes as payment of interest onthose Notes, (vii) any distribution of Common Stock, 9% Notes, ConvertibleNotes and Exchangeable Notes by CVGI to its members, (viii) any transfer ofsome or all of the Common Stock by CVGI to Acquisition and (ix) any conversionof Convertible Notes.
                  (t) Each officer or employee of the Company who is a party to an agreementunder which he or she may be entitled to receive a payment (whether upontermination of employment or otherwise) because of the change of control of theCompany resulting from the acquisition by CVGI or Acquisition of control of theCompany has waived the right to receive the payment because of that change ofcontrol.
                  (u) Other than fees owed to the Company’s financial advisor DresdnerKleinwort Wasserstein (“DKW”) and reimbursements to be made to TEI and TCF forfees incurred by each of them or their respective affiliates as of the date ofthis Agreement in connection with the transactions contemplated by thisAgreement, the legal fees and expenses that the Company has incurred inconnection with the transactions contemplated by this Agreement will not exceed$300,000.
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         3.2 *CVGI’s Representations and Warranties*. CVGI represents and warrantsto the Company as follows:
                  (a) CVGI is a limited liability company duly organized, validly existingand in good standing under the laws of the State of Delaware.
                  (b) CVGI has all power and authority necessary to enable it to enter intothis Agreement and carry out the transactions contemplated by this Agreement.All actions necessary to authorize CVGI to enter into this Agreement and carryout the transactions contemplated by it have been taken. This Agreement hasbeen duly executed by CVGI and is a valid and binding agreement of CVGI,enforceable against CVGI in accordance with its terms.
                  (c) Neither the execution and delivery of this Agreement or of anydocument to be delivered in accordance with this Agreement nor the consummationof the transactions contemplated by this Agreement or by any document to bedelivered in accordance with this Agreement will violate, result in a breachof, or constitute a default (or an event that, with notice or lapse of time orboth, would constitute a default) under, the Certificate of Formation orLimited Liability Company Agreement of CVGI, any other agreement or instrumentto which CVGI is a party or by which it is bound, any law, or any order, ruleor regulation of any court or governmental agency or other regulatoryorganization having jurisdiction over CVGI.
                  (d) No governmental filings, authorizations, approvals or consents arerequired to permit CVGI to fulfill all its obligations under this Agreement,except filings with the SEC contemplated by this Agreement and except thatissuance of the shares of the Company’s Common Stock on conversion of the Notesmay require filing and the expiration of any applicable waiting period underthe HSR Act.
                  (e) CVGI has, or has access through commitments from its members and fromfinancial institutions, to, all the funds it will require to purchase theNotes.
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                  (f) Neither any of the Offer Documents nor any information supplied byCVGI or Acquisition for inclusion in the Schedule 14D-9 will, at the respectivetimes the Schedule TO and the Schedule 14D-9 are filed with the SEC and firstpublished, sent or given to the Company’s shareholders, contain a false ormisleading statement with respect to any material fact or omit to state anymaterial fact required to be stated or included in it or necessary in order tomake the statements made or included in it, in light of the circumstances underwhich they are made, not misleading. However, neither CVGI nor Acquisitionmakes any representations or warranties with respect to information supplied bythe Company or any of its affiliates or representatives for inclusion in theOffer Documents, or with respect to the Schedule 14D-9 (except to the extent ofinformation supplied by CVGI or Acquisition for inclusion in the Schedule14D-9). The Offer Documents will comply as to form in all material respectswith the requirements of the Exchange Act and the rules under it.
                  (g) Each time CVGI purchases Notes under this Agreement, CVGI will beacquiring those Notes for investment and not with a view to distributing them.
         3.3*Remedy for Breaches of Representations and Warranties.* Except asprovided in Paragraph 5.1, Paragraph 5.2 or the Notes, the indemnifications inParagraphs 9.1 and 9.2 will be the only remedies available to CVGI or theCompany for breaches of representations or warranties contained in Paragraph3.1 or 3.2. Any claim for that indemnification must be made as provided inParagraph 9.4.
**ARTICLE IV**
ACTIONS PRIOR TO THE CLOSING
         4.1*Activities Until Closing Date.* From the date of this Agreement untilthe Initial Closing Date, the Company will, and will ensure that itssubsidiaries will, except with the written consent of CVGI:
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                  (a) Operate their respective businesses in the ordinary course and in amanner consistent with the manner in which they are being operated at the dateof this Agreement.
                  (b) Take all reasonable steps available to them to maintain the goodwillof their businesses and, except as approved by CVGI, the continued employmentof their executives and other employees.
                  (c) At their expense, maintain all their assets in good repair andcondition, except to the extent of reasonable wear and use and damage by fireor other unavoidable casualty.
                  (d) Not make any borrowings, other than any short-term, interim or bridgefinancing provided prior to the Initial Closing Date by CVGI, GVI, TCF, TEI orany of their affiliates.
                  (e) Not enter into any contractual commitments involving capitalexpenditures, loans or advances, and not voluntarily incur any contingentliabilities, except in each case in the ordinary course of business.
                  (f) Not redeem or purchase any of its stock for more than $0.15 per share,and not declare or pay any dividends, or make any other distributions, to itsshareholders (other than dividends or distributions by subsidiaries of theCompany to the Company or to other wholly owned subsidiaries of the Company).
                  (g) Not make any loans or advances (other than advances in the ordinarycourse for travel and other normal business expenses) to shareholders,directors, officers or employees.
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                  (h) Maintain their books of account and records in the usual manner, inaccordance with GAAP applied on a consistent basis, subject to normal year-endadjustments and accruals.
                  (i) Comply in all material respects with all applicable laws andregulations of governmental agencies.
                  (j) Not sell, dispose of or encumber any property or assets, or engage inany activities or transactions, except in each case in the ordinary course ofbusiness, and except sale of the stock of Island Resort Tours, Inc. andInternational Travel & Resorts, Inc. which were discussed with the Board ofDirectors.
                  (k) Not enter into or amend any employment, severance or similaragreements or arrangements, or increase the salaries of any employees, otherthan through normal annual merit increases averaging not more than 5% andexcept salary increases to employees who had been downgraded and are restoredto their former positions, in order to return their salaries to theirpre-downgrade levels.
                  (l) Not adopt, become an employer with regard to, or amend any employeecompensation, employee benefit or post-employment benefit plan.
                  (m) Not amend their certificates of incorporation or by-laws.
                  (n) Not (i) issue or sell any of their stock (except upon exercise ofoptions or warrants, or conversion of convertible securities, which areoutstanding on the date of this Agreement) or any options, warrants orconvertible or exchangeable securities (except under this Agreement) or (ii)split, combine, or reclassify their outstanding stock.
                  (o) Not authorize or enter into any agreement to take any of the actionsreferred to in subparagraphs (a) through (n) above, other than an agreement oraction
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consistent with the Company’s right to pursue alternate financing inaccordance with the terms of Paragraph 8.2.
         4.2 *Company’s Efforts to Fulfill Conditions.* The Company will use itsbest efforts to cause all the conditions set forth in Paragraph 5.1 (other thanthe condition in Paragraph 5.1(e)) to be fulfilled prior to or at the InitialClosing and each Subsequent Closing.
         4.3 *CVGI’s Efforts to Fulfill Conditions.* CVGI will use its best effortsto cause all the conditions contained in Paragraph 5.2 to be fulfilled prior toor at the Initial Closing and each Subsequent Closing.
**ARTICLE V**
CONDITIONS PRECEDENT TO CLOSING
         5.1 *Conditions to CVGI’s Obligations.* The obligations of CVGI at theInitial Closing and at each Subsequent Closing are subject to satisfaction ofthe following conditions (any or all of which may be waived by CVGI):
                  (a) The representations and warranties of the Company contained in thisAgreement will, except as contemplated by this Agreement, be true and correctin all material respects (except that representations and warranties which arequalified as to materiality or as to absence of Material Adverse Effect uponthe Company will be true and correct in all respects) at the Initial ClosingDate or Subsequent Closing Date, as applicable, with the same effect as thoughmade on that date (unless a representation and warranty refers to a specificearlier date, in which case it will have been true and correct in all materialrespects at that earlier date), and the Company will have delivered to CVGI acertificate dated that date and signed by the President or a Vice President ofthe Company to that effect.
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                  (b) The Company will have fulfilled in all material respects all itsobligations under this Agreement required to have been fulfilled prior to or atthe Initial Closing or the Subsequent Closing, as applicable.
                  (c) No order will have been entered by any court or governmental authorityand be in force that invalidates this Agreement or restrains CVGI fromcompleting the transactions that are the subject of this Agreement and noaction will be pending against CVGI or the Company relating to the transactionswhich are the subject of this Agreement that presents a reasonable likelihoodof resulting in an award of damages against CVGI or the Company that would bematerial to CVGI and its subsidiaries taken as a whole, or to the Company andits subsidiaries taken as a whole.
                  (d) No order will have been entered by any court or governmental authorityand be in force which restrains CVGI or Acquisition from making the TenderOffer or purchasing the shares which are tendered in response to the TenderOffer, or restrains Acquisition from merging with the Company after the TenderOffer has expired, and no action will be pending against CVGI or Acquisitionrelating to the Tender Offer or a proposed merger of Acquisition and theCompany following the Tender Offer that presents a reasonable likelihood ofresulting in an award of damages against CVGI, Acquisition or the company whichsurvives the merger of Acquisition and the Company that would be material toany of CVGI, Acquisition or the company which survives the merger ofAcquisition and the Company.
                  (e) The Board of Directors of the Company will not have recommended, orvoted to recommend, that shareholders of the Company not tender their CommonStock in response to the Tender Offer.
                  (f) There will not have been an event of default with regard to any of theNotes, any unwaived event of default with regard to the 9% Notes, any eventwhich upon
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issuance of Notes would be an event of default with regard to them, or anyevent which, upon the giving of notice or the passage of time after the givingof notice, would be an event of default with regard to any of the Notes or anunwaived event of default with regard to the 9% Notes.
                  (g) There will have been no act of terrorism after the date of thisAgreement or, if the Initial Closing or a Subsequent Closing has taken place,after the most recent of those closings in the United States of America,Europe, Latin America or the Pacific Rim which (i) results in a materialdisruption in financial markets in any of the United States of America,England, France, Germany or Japan or which is followed by a decline of 5% ormore in the day, or in the week, after the act of terrorism in any of the DowJones Industrial Average, the Standard & Poor’s 500 Index or the Nasdaq StockMarket Composite Index, (ii) leads to material restrictions on travel within orinto or out of any of those countries or regions, or (iii) otherwise materiallyadversely affects travel within or into or out of any of those countries orregions.
                  (h) The holders of the 9% Notes will have executed a documentsubstantially in the form of Exhibit 5.1-H in which they waive certain defaultsunder the 9% Notes.
                  (i) Ronald Letterman will be the chief executive officer of the Company.
                  (j) CVGI will have received an opinion from Hogan & Hartson, counsel tothe Company, substantially in the form of Exhibit 5.1-J.
                  (k) The Initial Closing Date will be not later than November 5, 2001.
         5.2 *Conditions to Company’s Obligations.* The obligations of the Companyat the Initial Closing (and at each Subsequent Closing) are subject to thefollowing conditions (any or all of which may be waived by the Company):
                  (a) The representations and warranties of CVGI contained in this Agreementwill, except as contemplated by this Agreement, be true and correct in allmaterial respects at
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the Initial Closing Date, with the same effect as though made on thatdate, and CVGI will have delivered to the Company a certificate dated that dateand signed by the President or a Vice President of CVGI to that effect.
                  (b) CVGI will have fulfilled in all material respects all its obligationsunder this Agreement required to have been fulfilled prior to or at the InitialClosing.
                  (c) No order will have been entered by any court or governmental authorityand be in force which invalidates this Agreement or restrains the Company fromcompleting the transactions that are the subject of this Agreement and noaction will be pending against the Company relating to the transactions thatare the subject of this Agreement that presents a reasonable likelihood ofresulting in an award of damages against the Company that would be material tothe Company and its subsidiaries taken as a whole.
                  (d) The holders of the 9% Notes will have executed a documentsubstantially in the form of Exhibit 5.1-H in which they waive certain defaultsunder the 9% Notes.
                  (e) The Company will have received an opinion from Clifford Chance Rogers& Wells LLP, counsel to CVGI, substantially in the form of Exhibit 5.2-E.
                  (f) The Initial Closing Date will be not later than November 5, 2001.
**ARTICLE VI**
TENDER OFFER
         6.1 *Obligation to Make Tender Offer.*(a) Within five business days afterthe Initial Closing Date, CVGI, through a company formed by it (“Acquisition”),will make a tender offer for all the shares of Common Stock which neither CVGInor Acquisition owns (the “Tender Offer”) at a price of not less than $0.15 pershare (the “Tender Offer Price”). The Tender Offer will not expire beforeDecember 31, 2001 and Acquisition will not reduce the Tender Offer Price below$0.15 per share. In connection with the Tender Offer, Acquisition will filewith the SEC a
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 Tender Offer Statement on a combined Schedule TO and Schedule 13E-3 withrespect to the Tender Offer (together with any amendments or supplements, the“Schedule TO”), including forms of an offer to purchase, a letter oftransmittal and a summary advertisement (the Schedule TO and the documentsincluded in it by which the Tender Offer will be made, as they may besupplemented or amended, being the “Offer Documents”). CVGI will disseminatethe Schedule TO as required by Regulation 14D and Rule 13e-3 under the ExchangeAct. CVGI will correct promptly any information included in the Schedule TO ifand to the extent that information is or becomes incomplete or inaccurate inany material respect and CVGI will file any corrected Schedule TO with the SECand disseminate the corrected Schedule TO to the Company’s shareholders to theextent required by the Exchange Act or the rules and regulations under it. TheCompany will supply promptly in writing to CVGI, for inclusion in the OfferDocuments, all information concerning the Company required under the ExchangeAct, and the rules under it to be included in them. The Company, the SpecialCommittee and their counsel will be given a reasonable opportunity to reviewand comment on the Offer Documents and any amendments to them before they arefiled with the SEC. CVGI will provide the Company, the Special Committee andtheir counsel copies of any comments CVGI or its counsel may receive from theSEC staff with respect to the Offer Documents promptly after CVGI receivesthose comments.
                  (b) If at least 50% of the Common Stock which is not owned by CVGI,Acquisition, TEI or GVI is tendered in response to the Tender Offer, CVGI (i)will cause Acquisition to purchase all of the shares that are properly tenderedand not withdrawn and (ii) will cause Acquisition and the Company to be mergedin a transaction (the “Merger”) in which holders of Common Stock, other thanCVGI, Acquisition, TEI and GVI, will receive cash equal to the Tender OfferPrice paid for shares which are tendered in response to the Tender Offer.
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                  (c) CVGI agrees that, from the date of this Agreement through the secondanniversary of the Initial Closing Date, neither CVGI nor any of its affiliatesshall, directly or indirectly, (i) enter into any merger, tender or exchangeoffer, or business combination involving the Company or any of its affiliatesor acquire, directly or indirectly, a material portion of the assets of theCompany or any of its affiliates unless, pursuant to any such transaction, theholders of the Company’s Common Stock who are not affiliated with CVGI receiveconsideration, or are offered the opportunity to receive consideration, inexchange for their Common Stock equal to not less than $0.15 per share (subjectto appropriate adjustment in the event of a share reclassification, reversestock split or other similar action deemed by the Company’s Board of Directorsreasonably to require adjustment) or (ii) request the Company to modify orwaive the provisions of this Section 6.1(c).
         6.2 *Actions by the Company with Regard to Tender Offer.*(a) Promptly afterAcquisition files the Schedule TO with the SEC, the Company will file aSolicitation/Recommendation Statement on Schedule 14D-9 (together with anyamendments or supplements, the “Schedule 14D-9”) relating to the Tender Offer.The Company has informed CVGI that it is likely that the Schedule 14D-9 willstate that the Company’s Board of Directors is not making a recommendation asto whether shareholders should or should not tender their shares in response tothe Tender Offer. The Company will disseminate the Schedule 14D-9 as requiredby Rule 14D-9 under the Exchange Act. The Company will correct promptly anyinformation included in the Schedule 14D-9 if and to the extent thatinformation is or becomes incomplete or inaccurate in any material respect andthe Company will file any corrected Schedule 14D-9 with the SEC and disseminatethe corrected Schedule 14D-9 to the Company’s shareholders to the extentrequired by the Exchange Act or the rules under it. CVGI will supply promptlyin writing to the Company, for inclusion in the Schedule 14D-9, any informationconcerning CVGI (or Acquisition, TEI or GVI, as appropriate) required under theExchange Act
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 and the rules and regulations thereunder to be included in the Schedule14D-9. CVGI and its counsel will be given a reasonable opportunity to reviewand comment on the Schedule 14D-9 and any amendments to it before they arefiled with the SEC. The Company will provide CVGI and its counsel copies ofany comments the Company or its counsel may receive from the SEC staff withrespect to the Schedule 14D-9 promptly after the Company receives them.
                  (b) In connection with the Tender Offer, the Company will promptly furnishAcquisition with mailing labels, security position listings and any otheravailable listing or computer files containing the names and addresses of therecord holders or beneficial owners of shares of Common Stock as of a recentdate and the Company will furnish Acquisition with such additional informationand assistance (including, without limitation, updated lists of shareholders,mailing labels and lists of securities positions) as Acquisition or itsrepresentatives may reasonably request in order to communicate the Tender Offerto the record holders and beneficial owners of the Common Stock. Subject tothe requirements of applicable law, Acquisition will hold in confidence theinformation contained in any such labels, listings or files, and will use thatinformation only in connection with the Tender Offer and the Merger. If thisAgreement is terminated, Acquisition will return to the Company the originalsand all copies of that information which are in Acquisition’s possession.
         6.3 *Notice of Proposals from Others.*If prior to the earlier of the lastSubsequent Closing or the last day by which the Company may request that CVGIpurchase additional Notes, the Company receives a proposal or offer from anyoneother than Acquisition with respect to a merger, reorganization, shareexchange, consolidation or similar transaction involving the Company, or anypurchase of or tender offer for, all or any significant portion of theCompany’s equity securities or any significant portion of the assets of theCompany and its subsidiaries on a consolidated basis (each of these being an“Acquisition Proposal”), or the Company learns that someone other thanAcquisition proposes to solicit tenders of Common
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 Stock or otherwise proposes to acquire the Company or a substantialportion of its Common Stock or assets (other than in the ordinary course ofbusiness) if the Company’s shareholders do not tender their Common Stock toAcquisition, the Company will promptly notify CVGI and Acquisition of that factand provide CVGI and Acquisition with all information in the Company’spossession which either of them reasonably requests regarding the AcquisitionProposal, solicitation of tenders or other proposed transaction, and theCompany will promptly, from time to time, provide CVGI and Acquisition with anyadditional information the Company obtains regarding the Acquisition Proposal,the solicitation of tenders or the other proposed transaction.
**ARTICLE VII**
SHAREHOLDERS MEETING
         7.1 *Proxy Statement and Shareholders Meeting.* (a) The Company will cause ameeting of its shareholders (the “Shareholders Meeting”) to be held no laterthan May 31, 2002, at which the Company’s shareholders will be asked to voteupon a proposal (the “Proposal”) to approve an increase in the number of sharesthe Company is authorized to issue to at least 200,000,000 shares in order,among other things, to permit the issuance of all the shares of Common Stockthe Company may be required to issue upon conversion of Convertible Notesissued in exchange for Exchangeable Notes. The Company will (i) cause a proxystatement (the “Proxy Statement”) relating to the Shareholders Meeting to befiled with the SEC not less than 60 days before the scheduled date of theShareholders Meeting, (ii) use its best efforts to cause review of the ProxyStatement by the SEC staff to be completed as promptly as practicable, (iii)describe in the Proxy Statement the recommendation of its Board of Directorsthat the shareholders approve the increase of authorized Common Stock (unlessthe Company’s Board of Directors is advised by independent counsel that it islikely it would be a breach of the Directors’ fiduciary duties for the Board torecommend that the shareholders vote in favor of the authorization of thoseshares), (iv) as promptly as practicable, and in any event
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 within five days after the Company is informed that the SEC staff has nofurther comments about the Proxy Statement, cause the Proxy Statement to bemailed to its shareholders and (v) cause the Shareholders Meeting to be heldnot later than the scheduled date of the Shareholders Meeting or such later dayas is the 20th business day after the day on which the Proxy Statement ismailed.
                  (b) CVGI will supply to the Company all information in CVGI’s possessionthat the Company is required to include in the Proxy Statement and in all otherrespects cooperate with the Company in its efforts to file the Proxy Statementwith the SEC and cause review of the Proxy Statement to be completed aspromptly as practicable after it is filed with the SEC.
                  (c) CVGI agrees that it will vote all of the shares of Common Stock thatit owns in favor of the Proposal at the Shareholder Meeting.
**ARTICLE VIII**
TERMINATION
         8.1 *Right to Terminate*. This Agreement may be terminated at any timeprior to the Initial Closing:
                  (a) By mutual consent of CVGI and the Company.
                  (b) By either CVGI or the Company if, without fault of the terminatingparty, the Initial Closing does not occur on or before November 5, 2001.
                  (c) By CVGI if (i) it is determined that any of the representations orwarranties of the Company contained in this Agreement was not complete andaccurate in all material respects on the date of this Agreement or (ii) any ofthe conditions in Paragraph 5.1 is not satisfied or waived by CVGI prior to oron the Initial Closing Date.
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                  (d) By the Company if (i) it is determined that any of the representationsor warranties of CVGI contained in this Agreement was not complete and accuratein all material respects on the date of this Agreement or (ii) any of theconditions in Paragraph 5.2 is not satisfied or waived by the Company prior toor on the Initial Closing Date.
                  (e) By the Company pursuant to Paragraph 8.2.
         8.2 *Termination to Facilitate Alternate Proposal.*(a) In addition to beingable to terminate this Agreement in accordance with Paragraph 8.1, the Companymay at any time before Acquisition or CVGI purchases shares which are tenderedin response to the Tender Offer (or, if there is no Tender Offer, at any timebefore December 31, 2001) terminate this Agreement in order to carry out analternate financing which (i) provides for immediate prepayment of all theoutstanding Notes and (ii) the Company’s Board of Directors determines will bemore favorable to the Company than the transactions contemplated by thisAgreement.
                  (b) The Company may, without terminating this Agreement, enter into adefinitive agreement for an alternate financing which (i) is with a source ofthe alternate financing which the Company’s Board of Directors reasonablydetermines, after consultation with the financial adviser to the SpecialCommittee appointed to review the transactions which are the subject of thisAgreement (the “Special Committee”), has the financial ability to carry out thealternate financing (including providing or arranging the funds needed to paythe principal and accrued interest on all the outstanding Notes when theybecome due and payable as provided in this subparagraph) and (ii) the Company’sBoard of Directors determines will be more favorable to the Company than thetransactions contemplated by this Agreement. However, if the Company entersinto such a definitive agreement for alternate financing without terminatingthis Agreement, this Agreement will terminate, and the principal and accruedinterest with regard to all the outstanding Notes will become due and payable,on the earlier of (A) the day of the closing of the alternate financing (or, ifthere is more than one closing relating
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to the alternate financing, the day of the first closing relating to thealternate financing) or (B) December 31, 2001. Unless and until this Agreementterminates, CVGI and the Company will continue to be bound by its provisions(including those in Paragraph 1.2).
                  (c) If, the Company prepays any Notes at any time before March 31, 2002(or such later day as is six months after the day which is the earlier of (i)the earliest day on which holders of Convertible Notes can convert them intoCommon Stock, or (ii) the day on which all the Exchangeable Notes areautomatically exchanged for Convertible Notes), this Agreement will terminateon the day on which the Company prepays those Notes.
         8.3 *Effect of Termination*. If this Agreement is terminated pursuant toeither of Paragraphs 8.1 or 8.2, after this Agreement is terminated, neitherparty will have any further rights or obligations under this Agreement(including any rights or obligations to sell or purchase additional Notes).Nothing contained in this Paragraph will, however, (i) affect the rights orobligations of either party with regard to Notes that have already been issued(except as provided in those Notes), (ii) relieve either party of liability forany breach of this Agreement that occurs before this Agreement is terminated,or (iii) relieve CVGI, GVI, TCF, TEI or any of their respective affiliates fromtheir obligations under the Agreement to Tender described in Paragraph 2.3(b).
**ARTICLE IX**
INDEMNIFICATION
         9.1 *Indemnification Against Loss Due to Inaccuracies in Company’sRepresentations and Warranties*. The Company indemnifies CVGI against, andagrees to hold CVGI harmless from, all losses, liabilities and expenses(including, but not limited to, reasonable fees and expenses of counsel andexpenses of investigation) incurred directly or indirectly because (i) anymatter which is the subject of a representation and warranty contained inParagraph 3.1 is not as represented and warranted, or (ii) the Company fails tofulfill in any respect any of its
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 obligations under this Agreement or under any document delivered inaccordance with this Agreement that is required to be fulfilled after theInitial Closing.
         9.2 *Indemnification Against Loss Due to Inaccuracies in CVGI’sRepresentations and Warranties*. CVGI indemnifies the Company against, andagrees to hold the Company harmless on an after-tax basis (taking account ofany deductions resulting from the event that is the subject of theindemnification and any taxes on the indemnification) from, all losses,liabilities and expenses (including, but not limited to, reasonable fees andexpenses of counsel and expenses of investigation) incurred directly orindirectly because (i) any matter which is the subject of a representation andwarranty contained in Paragraph 3.2 is not as represented and warranted, or(ii) CVGI fails to fulfill in any respect any of its obligations under thisAgreement or under any document delivered in accordance with this Agreementthat is required to be fulfilled after the Initial Closing.
         9.3 *Claims Net of Insurance Proceeds and Tax Benefits.*Any losses thatare the subject of indemnification claims made under Paragraph 9.1 or 9.2 will,in each case, be net of any insurance proceeds received, or net tax benefitsaccrued, by CVGI or the Company, as the case may be, as a result of theincident that is the subject of the indemnification claim.
         9.4 *Indemnification Sole Remedy*. Except as provided in Paragraph 5.1 or5.2 or in the Notes, the indemnification in Paragraph 9.1 or 9.2, as the casemay be, will be the sole remedy of CVGI or the Company because any matter whichis the subject of a representation or warranty contained in Paragraph 3.1 or3.2 is not as represented and warranted. Any claim for that indemnification,other than a claim for indemnification with regard to Paragraph 3.1(c) orParagraph 3.1(o), must be made not later than April 30, 2003 in a writtennotification to the party from which indemnification is sought which describesin reasonable detail the claim and the facts on which it is based. A claim forindemnification with regard to Paragraph 3.1(c) may be made at any time in awritten notification containing the information described in the preceding
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 sentence. A claim for indemnification with regard to Paragraph 3.1(o) maybe made at any time until 60 days after the expiration of the statute oflimitations with respect to the Tax in question and must be made in a writtennotification to the party from which indemnification is sought which describesin reasonable detail the claim and the facts on which it is based. Except asprovided in the Notes, neither the Company nor CVGI will have any liabilitybecause any matter which is the subject of a representation and warrantycontained in Paragraph 3.1 or 3.2 is not as represented or warranted unless itis described in a notification given as provided in this Paragraph.
**ARTICLE X**
BROKERS
         10.1 *Representations and Warranties Regarding Brokers and Others*. CVGIand the Company each represents and warrants to the other of them that noperson or entity acted as a broker, a finder or in any similar capacity on itsbehalf in connection with the transactions that are the subject of thisAgreement, except that DKW acted as financial adviser to the Special Committee(and may act as financial adviser to the Company’s Board of Directors). TheCompany will pay the fees of DKW, which fees will not exceed $925,000, plusDKW’s expenses, all in accordance with the terms of an engagement letter datedOctober 6, 2001, between the Company and DKW. CVGI and the Company eachindemnifies the other of them against, and agrees to hold the other of themharmless from, all losses, liabilities and expenses (including, but not limitedto, reasonable fees and expenses of counsel and costs of investigation)incurred because of any claim by anyone for compensation as a broker, a finderor in any similar capacity by reason of services allegedly rendered to theindemnifying party in connection with the transactions that are the subject ofthis Agreement.
**ARTICLE XI**
GENERAL
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         11.1 *Expenses*. The Company will reimburse CVGI for all the reasonableout-of-pocket expenses that CVGI incurs in connection with the transactionscontemplated by this Agreement, which expenses incurred by CVGI will includeboth (i) legal fees and expenses that are incurred by members of CVGI inconnection with the transactions contemplated by this Agreement and (ii)amounts CVGI is required to pay to reimburse parties to the CapitalContribution Agreement dated the same date as this Agreement, for out-of-pocketcosts incurred by them. The Company will not reimburse CVGI for out-of-pocketexpenses in connection with the Tender Offer or the Merger, unless thisAgreement is terminated or terminates under Paragraph 8.2(a) or (b). If thisAgreement is terminated or terminates under Paragraph 8.2(a) or (b), theCompany, in addition to reimbursing CVGI for the reasonable out-of-pocketexpenses it incurs in connection with the transactions that are the subject ofthis Agreement, will reimburse CVGI for all the reasonable out-of-pocketexpenses which CVGI incurs in connection with the Tender Offer and the Merger,including legal fees and disbursements. For the purposes of this Paragraph,out-of-pocket expenses of TCF, GVI or TEI, Three Cities Research, Inc., ortheir respective affiliates in connection with the transactions which are thesubject of this Agreement will constitute expenses of CVGI in connection withthose transactions.
         11.2 *Access to Properties, Books and Records*. From the date of thisAgreement until the earlier of the last Subsequent Closing Date or the last dayon which the Company may request that CVGI purchase additional Notes, theCompany will cause the Company and each of its subsidiaries to giverepresentatives of CVGI or anyone from whom CVGI is seeking financing fullaccess during normal business hours to all of their respective properties,books and records. CVGI will, and will cause its representatives to, hold allinformation it receives as a result of its access to the properties, books andrecords of the Company or its subsidiaries in confidence, except to the extentthat information (i) is or becomes available to the public (other
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 than through a breach of this Agreement), (ii) becomes available to CVGIfrom a third party which, insofar as CVGI is aware, is not under an obligationto the Company or to a subsidiary to keep the information confidential, (iii)was known to CVGI before it was made available to CVGI or its representative bythe Company or a subsidiary, (iv) otherwise is independently developed by CVGIor (v) in the reasonable opinion of CVGI is required to be included ordescribed in the Offer Documents or in the Proxy Statement. If this Agreementis terminated prior to the Initial Closing Date, CVGI will, at the Company’srequest, deliver to the Company all documents and other material obtained byCVGI from the Company or a subsidiary in connection with the transactions whichare the subject of this Agreement or evidence that that material has beendestroyed by CVGI.
         11.3 *Press Releases*. The Company will consult with Three Cities Research,Inc. and TEI before issuing any press releases or otherwise making any publicstatements with respect to this Agreement, except that nothing in thisParagraph will prevent either party from making any statement when and asrequired by law or by the rules of any securities exchange or securitiesquotation system on which securities of that party or an affiliate are listedor quoted.
         11.4 *Entire Agreement*. This Agreement and the documents to be deliveredin connection with this Agreement (including the Notes) contain the entireagreement between CVGI and the Company relating to CVGI’s purchase of Notes orthe other matters which are the subject of this Agreement. All priornegotiations, understandings and agreements between CVGI and the Company aresuperseded by this Agreement, and there are no representations, warranties,understandings or agreements relating to CVGI’s purchase of Notes or othermatters which are the subject of this Agreement other than those expressly setforth in this Agreement or those other documents.
         11.5 *Captions*. The captions of the articles and paragraphs of thisAgreement are for reference only, and do not affect the meaning orinterpretation of this Agreement.
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         11.6 *Assignments*. Neither this Agreement nor any right of any party underit may be assigned. This Paragraph will not, however, affect the right of CVGIto transfer Notes after they are issued.
         11.7 *Notices and Other Communications*. Any notice or other communicationunder this Agreement must be in writing and will be deemed given when it isdelivered in person or sent by facsimile (with proof of receipt at the numberto which it is required to be sent), or on the third business day after the dayon which it is mailed by first class mail (which must be registered mail,return receipt requested), from within the United States of America, to thefollowing addresses (or such other address as may be specified after the dateof this Agreement by the party to which the notice or communication is sent):   If to the Company:       Classic Vacation Group, Inc.One North First StreetSan Jose, CA 95113Attention: Chief Financial OfficerFacsimile No.: (408) 993-8547   with a copy to:       J. Hovey KempHogan & Hartson LLP555 13th Street, N.W.Washington, D.C. 20004Facsimile No.: (202) 637-5910   If to CVGI:       CVG Investment LLCc/o Three Cities Research, Inc.650 Madison AvenueNew York, New York 10022Attention: J. William UhrigFacsimile No.: (212) 980-1142   with copies to:       David W. BernsteinClifford Chance Rogers & Wells LLP200 Park Avenue
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     New York, New York 10166Facsimile No.: (212) 878-8375     and     Thayer Capital Partners1455 Pennsylvania AvenueSuite 350Washington, D.C. 20004Attention: Daniel RaskasFacsimile No.: (202) 371-0391     and     Michael T. EdsallKirkland & Ellis655 Fifteenth Street, N.W.Suite 1200Washington, D.C. 20005Facsimile No.: (202) 879-5200
         11.8 *Governing Law*. This Agreement will be governed by, and construedunder, the substantive laws of the State of Delaware.
         11.9 *Amendments*. This Agreement may be amended only by a document inwriting signed by both CVGI and the Company.
         11.10 *Counterparts*. This Agreement may be executed in two or morecounterparts, some of which may be signed by fewer than all the parties or maycontain facsimile copies of pages signed by some of the parties. Each of thosecounterparts will be deemed to be an original copy of this Agreement, but allof them together will constitute one and the same agreement.
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         IN WITNESS WHEREOF, CVGI and the Company have executed this Agreement,intending to be legally bound by it, on the day shown on the first page of thisAgreement.       CVG INVESTMENT LLC       By: /s/ J. William Uhrig        Title: President       CLASSIC VACATION GROUP, INC.       By: /s/ Ronald M. Letterman        Title: President & CEO
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