This Note was issued in a transaction which was not registered under the Securities Act of 1933, as amended, and may not be sold or transferred other than in a transaction which is registered under that Act or is exempt from the registration...Exchangeable Senior Subordinated Note • November 8th, 2001 • Classic Vacation Group Inc • Transportation services
Classic Vacation Group, Inc. (the “Company”), a New York corporation, promises to pay to CVG Investment LLC or its assigns (the “Holder”), at the time described below, the principal sum of $5,000,000. The Company also promises to pay interest on the balance of that principal sum which is unpaid from time to time at the rate of (i) 7.5% per annum, from the date of this Note through March 31, 2002, and (ii) 15% per annum, after March 31, 2002, based on the actual number of days elapsed in a year of 365 or 366 days. This Note is being issued (x) in accordance with a Note Purchase Agreement (the “Note Purchase Agreement”) dated November 2, 2001 between the Company and CVG Investment LLC or (y) in payment of interest with regard to 7.5% Exchangeable Senior Subordinated Notes due December 31, 2006. This Note, all the other 7.5% Exchangeable Senior Subordinated Notes due December 31, 2006 issued by the Company under circumstances described in clause (x) or (y) of the preceding sentence, and a
AGREEMENT TO TENDERAgreement to Tender • November 8th, 2001 • Classic Vacation Group Inc • Transportation services • Delaware
THIS AGREEMENT TO TENDER (the “Agreement”) is entered into as of November 2, 2001, by and among CVG Investment LLC (“CVGI”), a Delaware Limited Liability Company, GV Investment LLC (“GVI”), a Delaware Limited Liability Company, Three Cities Fund III, L.P. (“TCF”), a Delaware Limited Partnership and Thayer Equity Investors III, L.P., a Delaware limited partnership (“TEI”, and together with CVGI, GVI and TCF, the “Shareholders,” or each a “Shareholder”) and Classic Vacation Group, Inc. (the “Company”), a New York corporation.
NOTE PURCHASE AGREEMENT DATED NOVEMBER 2, 2001 BETWEEN CVG INVESTMENT LLC AND CLASSIC VACATION GROUP, INC.Note Purchase Agreement • November 8th, 2001 • Classic Vacation Group Inc • Transportation services • Delaware
This is an agreement (the “Agreement”) dated November 2, 2001 between CVG Investment LLC (“CVGI”), a Delaware limited liability company, and Classic Vacation Group, Inc. (the “Company”), a New York corporation, relating to the purchase by CVGI from the Company of (i) $5,000,000 principal amount of the Company’s 7.5% Convertible Senior Subordinated Notes due December 31, 2006 (the “Convertible Notes”) and (ii) up to $19,250,000 principal amount of the Company’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:
This Note was issued in a transaction which was not registered under the Securities Act of 1933, as amended, and may not be sold or transferred other than in a transaction which is registered under that Act or is exempt from the registration...Convertible Senior Subordinated Note • November 8th, 2001 • Classic Vacation Group Inc • Transportation services
Classic Vacation Group, Inc. (the “Company”), a New York corporation, promises to pay to CVG Investment LLC or its assigns (the “Holder”), at the time described below, the principal sum of $5,000,000. The Company also promises to pay interest on the balance of that principal sum which is unpaid from time to time at the rate of 7.5% per annum until August 1, 2003, and at the rate of 9% per annum after that, based on the actual number of days elapsed in a year of 365 or 366 days. This Note is being issued (i) in accordance with a Note Purchase Agreement (the “Note Purchase Agreement”) dated November 2, 2001 between the Company and CVG Investment LLC, (ii) in exchange for 7.5% Exchangeable Senior Subordinated Notes due December 31, 2006 (“Exchangeable Notes”) that were issued under the Note Purchase Agreement or that were issued in payment of interest with regard to Exchangeable Notes, or (iii) in payment of interest with regard to 7.5% Convertible Senior Subordinated Notes due December 3
