AFFILIATES' LETTER
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November 19, 1997
Travel Services International, Inc.
000 Xxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxxx, Xxxxxxx 00000
CruiseWorld, Inc.
00 Xxxxxxx Xxxxx
Xxxxxxxxx Xxxxx, XX 00000
Re: Affiliate's Agreement for Acquisition of CruiseOne, Inc. by
Travel Services International, Inc.
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Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, dated as of even date
herewith (the "Purchase Agreement"), by and among Travel Services International,
Inc., a Delaware corporation ("TSI"), CruiseOne, Inc. ("CruiseOne") and the
shareholders of CruiseOne named therein. The Purchase Agreement provides for the
purchase of all the capital stock of CruiseOne by TSI (the "Acquisition"). TSI
and CruiseOne are sometimes herein referred to collectively as the "Companies"
or individually as a "Company." This agreement ("Agreement") is provided by the
undersigned for purposes of satisfying the requirements of Section 6.13 of the
Purchase Agreement.
The undersigned has been informed and understands that the Companies
intend and the Purchase Agreement contemplates that the Acquisition will be
accounted for as a pooling of interests. The undersigned has been advised that
the closing of the Acquisition is currently anticipated to occur on or prior to
November 30, 1997.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby represents and warrants to,
and agrees with, each of the Companies as follows:
1. The undersigned did not and will not (and has no plan or
intention to), without the prior written consent of TSI, offer to sell, sell,
hedge or otherwise dispose of (or otherwise reduce the undersigned's interest in
or the undersigned's risk relating to) any shares of TSI common stock (or any
options or other rights or securities to acquire or convertible into shares of
any such
Travel Services International, Inc.
November 19, 1997
Page 2
common stock) during the period (the "Pooling Restriction Period") beginning on
the date of the Purchase Agreement and ending such time as financial statements
covering at least thirty (30) days of post-Acquisition combined operations of
the Companies have been published. Accordingly, the undersigned understands that
if the Acquisition occurs November 30, 1997, then the Pooling Restriction Period
would likely (but not necessarily) expire upon TSI's public announcement in
March 1998 of its results of operations for its fourth quarter of fiscal 1997.
The restrictions in this paragraph apply to any transfer of any form or nature
whatsoever, including transfers pursuant to any securities law exemption,
including without limitation under Regulation S under the Act or pursuant to a
"4(1-1/2)" transaction under the Act. The undersigned has been advised and
understands that such restrictions are required for compliance with the rules of
the Securities and Exchange Commission relating to pooling-of-interests
accounting treatment.
2. The undersigned understands and agrees that stop transfer
instructions may be given by TSI in its reasonable discretion with respect to
the undersigned's shares of TSI common stock for the purpose of facilitating
enforcement of the agreements herein, and that in TSI's discretion there may be
placed on the undersigned's certificates for such shares a legend as set forth
in the Purchase Agreement reflecting such restrictions.
3. The undersigned has the power and capacity to execute this
Agreement and to make the representations, warranties and agreements herein.
This Agreement shall be binding upon and enforceable against all of the
undersigned's administrators, executors, representatives, heirs and successors
and assigns, including any pledgee holding any of the undersigned's shares of
TSI common stock.
Travel Services International, Inc.
November 19, 1997
Page 2
4. The undersigned has carefully read and understands this
Agreement and its requirements, and has discussed this Agreement and its
requirements with the undersigned's counsel to the extent the undersigned deemed
necessary.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
