Proposed Acquisition of PGL

Holidaybreak PLC
18 May 2007


 Not for release, distribution or publication, in whole or in part, in or into
                 the United States, Canada, Australia or Japan

FOR IMMEDIATE RELEASE

18 May 2007

                                Holidaybreak plc

                          Proposed Acquisition of PGL


Holidaybreak, the European specialist holiday group, today announces the
proposed acquisition of UK schools trips organiser PGL by its wholly owned
subsidiary, PGL Holdings, for an expected £50m for the equity, and will
refinance an expected £50m of debt within PGL

Highlights:

   • Holidaybreak announces the proposed acquisition of PGL, the market
    leader in the residential, outdoor education and adventure sector for UK
    schools, which organises trips for over 250,000 children each year, by its
    wholly owned subsidiary, PGL Holdings.

   • PGL has a strong brand name and reputation within the sector, enjoys
    long-term relationships with schools and achieves high levels of customer
    retention.

   • PGL operates 26 activity centres located across the UK, France and
    Spain. In the year ended 22 February 2007, PGL's revenues were £50.6 million
    (£47.0 million in 2006) and EBIT was £6.3 million (£5.0 million in 2006).
    PGL's property portfolio has been valued at approximately £93.0 million.

   • PGL has the opportunity for further growth given the active promotion of
    the benefits of outdoor learning by the UK government, the ongoing trend of
    schools to outsource outdoor learning programmes to commercial providers and
    the reduction in the number of local education authority centres.

   • PGL has a strong fit with Holidaybreak given its market leading
    position, growth and high operating margins. PGL's seasonal variations in
    demand are complementary to those of Holidaybreak.

   • Holidaybreak will acquire the equity of PGL for an expected £50 million
    for cash or loan notes and will refinance an expected £50 million of debt
    within PGL.

   • The Acquisition will be earnings enhancing for the Group (before any
    one-off costs and amortisation of intangible assets) for the year ending 30
    September 2008, the first full financial year after the Acquisition (see
    Note 3).

   • PGL to become Holidaybreak's Education Division, the fourth operating
    division within the Enlarged Group.

   • It is the intention of the Board that PGL's senior management team and
    current employees should remain with PGL following Completion. After
    Completion, Martin Davies, currently Chief Executive Officer of PGL, will
    become the managing director of Holidaybreak's new Education Division and
    join the Board of the Company.

In view of its size, the Acquisition is conditional upon the approval of
Shareholders, which will be sought at an Extraordinary General Meeting of the
Company. A circular containing details of the Acquisition and convening the
Extraordinary General Meeting will be sent to Shareholders shortly. It is also
necessary for the Directors to be authorised to exceed the existing borrowing
limit contained in the Articles of Association of the Company in order to permit
the additional banking facilities. The Resolution to be proposed at the
Extraordinary General Meeting includes this authorisation.

Commenting on the Acquisition, Carl Michel, Group Chief Executive of
Holidaybreak, said:

"The acquisition of PGL is an excellent opportunity and consistent with our
strategy of growth through the acquisition of market leading businesses. PGL
will become our fourth strategic operating division, providing us with a
profitable, growing business in the attractive outdoor education and adventure
sector. I am pleased to welcome PGL into our Group."

Martin Davies, Chief Executive of PGL, said:

"I am delighted we have this opportunity to join the Holidaybreak group. In our
discussions with Carl and his team, we felt that Holidaybreak could provide us
with a home where we could remain true to our vision and values, while providing
the platform to allow us to take the business to the next level. Strong
organisational focus and robust financial discipline are core to our business
and we will carry this into the Holidaybreak group."

This summary should be read in conjunction with the full text of the
announcement.

Holidaybreak will be hosting a presentation for analysts at 9.30 a.m. today, to
be held at Brunswick's offices.

For further information please contact:

Holidaybreak plc                   Today: 020 7404 5959; thereafter 01606 787100                            
Carl Michel, Chief Executive
Bob Baddeley, Group Finance Director
Chris Bentley, Head of Corporate Development

Brunswick                                                          020 7404 5959
James Hogan
Craig Breheny
Ash Spiegelberg

Dresdner Kleinwort                                                 020 7623 8000
Christopher Baird

Vollman Brothers                                                   020 7898 0511
Bill Kendall
Mark Woollcott 


Notes to editors:

1.       Holidaybreak is a European specialist holiday group with market leading
positions in the UK and other major European markets. The Group currently
comprises three separate operating divisions: Hotel Breaks, Adventure Travel and
Camping, which represented 40 per cent., 25 per cent. and 35 per cent.
respectively of Group revenue for the financial year ended 30 September 2006.

2.       PGL is the market leader in the residential, outdoor education and
adventure sector for UK schools, operating principally at the key stage two
level for eight to twelve year olds. PGL was founded in 1957 and established a
strong position in the organised school group market during the 1960s and early
1970s. PGL also operates overseas school tours, ski trips and family adventure
holidays.

3.       No statement in this announcement is intended to constitute a profit
forecast for the financial year ending 30 September 2007 or for any other
period. In addition, no statement in this announcement should be interpreted to
mean that earnings per share (before any one-off costs and amortisation of
intangible assets) will necessarily be greater than those for the relevant
preceding financial period.

4.       Certain statements made in this announcement are forward-looking
statements. Such statements are based on current expectations, and by their
nature, are subject to a number of risks and uncertainties that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
The information does not assume any responsibility or obligation to update
publicly or revise any of the forward-looking statements contained herein.

5.       This announcement is made by Holidaybreak and is the sole
responsibility of Holidaybreak. Holidaybreak is exclusively responsible for the
contents of this announcement and neither Dresdner Kleinwort Limited, Vollman
Brothers Limited nor any person acting on Holidaybreak's behalf are responsible
for or shall have any liability for any information, representation or statement
relating to Holidaybreak contained in this announcement or any information
previously published by or on behalf of Holidaybreak or otherwise.

Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Holidaybreak plc and for no-one else in
connection with the contents of this announcement and will not be responsible to
anyone other than Holidaybreak plc for providing the protections afforded to
customers of Dresdner Kleinwort Limited or for affording advice in relation to
the contents of this announcement or any matters referred to herein.

Vollman Brothers Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Holidaybreak plc and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Holidaybreak plc for providing the protections afforded to customers of Vollman
Brothers Limited or for affording advice in relation to the Acquisition or any
matters referred to in this announcement.

Words and expressions used in this announcement shall have the same meaning as
defined in Appendix I to this announcement.


 Not for release, distribution or publication, in whole or in part, in or into
                 the United States, Canada, Australia or Japan


FOR IMMEDIATE RELEASE

18 May 2007

                                Holidaybreak plc

                          Proposed Acquisition of PGL

Introduction

Holidaybreak today announces that its wholly owned subsidiary, PGL Holdings, has
entered into a conditional agreement to acquire the issued share capital of PGL
(which comprises both PGL Group and PGL Air Travel) for an expected £50 million
and to refinance an expected £50 million of debt within PGL (the aggregate
consideration being £100 million). The consideration payable to the PGL Vendors
will be satisfied by the issue of bank guaranteed loan notes. In addition, PGL
Holdings will purchase for cash from the present holder warrants to subscribe
for shares in PGL Group in order for those warrants to be cancelled, the amount
of such payment being included in the aggregate consideration of £100 million.
PGL is the market leader in the outdoor education and adventure sector for UK
schools and will become Holidaybreak's fourth operating division, the Education
Division.

In view of its size, the Acquisition is conditional upon the approval of
Shareholders which is to be sought at an Extraordinary General Meeting of the
Company. A circular containing details of the Acquisition and convening the
Extraordinary General Meeting will be sent to Shareholders shortly. It is also
necessary for the Directors to be authorised to exceed the existing borrowing
limit contained in the Articles of Association of the Company in order to permit
the additional banking facilities. The Resolution to be proposed at the
Extraordinary General Meeting includes this authorisation.

Background to and reasons for the Acquisition

Holidaybreak is a European specialist holiday group with market leading
positions in the UK and other major European markets. The Group currently
comprises three separate operating divisions: Hotel Breaks, Adventure Travel and
Camping, which represented 40 per cent., 25 per cent. and 35 per cent.
respectively of Group revenue for the financial year ended 30 September 2006.
Each division has market leading brands in its respective sector and is
characterised by strong historical operating profit margins and cash generative
capabilities. Holidaybreak has recently made acquisitions for its Adventure
Travel and Hotel Breaks divisions which have been successfully integrated and
are performing broadly in line with expectations.

The Hotel Breaks Division comprises Superbreak and West End Theatre Bookings
based in the UK, and Bookit, based in the Netherlands, which provide primarily
short-break holidays to their respective markets. The Adventure Travel
Division's principal businesses Explore, based in the UK, and Djoser, based in
the Netherlands, are market leaders in specialist, small group exploratory trips
in their respective markets. The Adventure Travel Division also includes two
German specialist educational holiday businesses, carpe diem Sprachreisen, which
provides English and other language holidays and TravelWorks, which offers
working holidays and gap-year breaks and Regal Dive, one of the leading UK
operators of diving holidays. The Camping Division's principal activity is the
provision of self-catering holidays to customers in the UK and across Europe, in
pre-sited mobile homes and tents on high quality European camp-sites, through
the market leading Eurocamp and Keycamp brands.

The Directors believe that it is in the interests of Shareholders as a whole to
consider acquisition opportunities which strengthen the Group. Having identified
the acquisition of PGL as an exciting opportunity, the Board believes that the
Acquisition has significant potential to enhance shareholder value.

The Directors believe that PGL has a strong fit with Holidaybreak:

   • A market leading position, a strong brand built on customer
    relationships, growth and high operating margins of PGL are consistent with
    the characteristics of Holidaybreak's existing divisions. PGL will become
    the fourth operating division within the Enlarged Group, the Education
    Division. As with Holidaybreak's existing three divisions, PGL will operate
    relatively autonomously within the Enlarged Group.

   • PGL's seasonal variations are complementary to those of Holidaybreak
    and, in particular, its Camping Division. PGL's current peak periods are
    within school term times, whereas Holidaybreak's Camping Division peaks
    during school summer holidays.

   • Operational benefits to the Enlarged Group may include efficiencies in
    recruitment, training and retention of seasonal staff, use of Camping
    Division staff during periods of PGL peak demand and enhancement of the
    Camping Division offering with PGL-supplied activities.

   • Other opportunities available to the Enlarged Group include
    complementary marketing and distribution programmes, the transfer of
    management and operational skills, new product and geographical development
    and co-operative procurement.

   • The Enlarged Group provides the potential to sell existing PGL and
    Holidaybreak products, such as Explore's schools programme and PGL's family
    adventure holidays, to a larger and broader customer base.

   • The Acquisition will be earnings enhancing for the Group (before any
    one-off costs and amortisation of intangible assets) for the year ending 30
    September 2008, being the first full financial year after the Acquisition
    (see Note 3).

Information on PGL

PGL is the market leader in the residential, outdoor education and adventure
sector for UK schools, operating principally at the key stage two level for
eight to twelve year olds. PGL was founded in 1957 and established a strong
position in the organised school group market during the 1960s and early 1970s.
In addition, PGL also operates overseas school tours and ski trips mainly
targeted at secondary school children, as well as family adventure holidays.

PGL operates 26 activity centres positioned in key locations across the UK (17
sites), France (8 sites) and Spain (1 site); its total bed capacity is
approximately 7,100. PGL owns 13 of the UK sites and 7 of the French sites, with
the remainder rented. Its UK head office is in Ross-on-Wye in Herefordshire. PGL
employs up to 2,000 staff over the course of the year, including approximately
150 head office staff. It provides outdoor education courses, activity holidays,
cultural tours and ski trips for over 250,000 children each year, serving over
4,600 schools. PGL has strong safety processes and is licensed by Adventure
Activities Licensing Authority, which inspects activity centres on behalf of the
Department of Education and Skills. PGL is currently owned by its existing
senior management team which acquired PGL from the estate of its founder.

PGL comprises two businesses, PGL Group and PGL Air Travel. The majority of the
business operations and activity is conducted by PGL Group, and all properties
are owned by this entity and its subsidiaries. PGL Air Travel is owned by PGL's
Chief Executive and Finance Director, in a nominee capacity. PGL Air Travel was
established to help facilitate PGL's ski trips business. Given the nature of ski
trips, these holidays include air travel and as such an operator is required to
hold an Air Travel Organiser's Licence, issued by the Civil Aviation Authority.
Part of the requirements of the Civil Aviation Authority in respect of an
operator which holds an Air Travel Organiser's Licence is that it maintains a
certain level of net free assets, which have no prior encumbrances. Accordingly,
PGL Air Travel was structured to be outside the PGL Group to allow it to be
ringfenced for the purposes of its Air Travel Organiser's licence. Financial
information on PGL Group and PGL Air Travel has been aggregated for the purposes
of this announcement.

The UK market for school trips comprises day trips and residential breaks, with
PGL focusing its operations on residential school trips. In recent years the UK
government has actively promoted the benefits of outdoor learning, notably
through the 2006 'Manifesto for Learning Outside the Classroom'.

There has also been a trend towards outsourcing of trip arrangements to
commercial operators such as PGL driven, in part, by the increasing complexity
of organising the trips, including the various health and safety aspects. Some
teaching unions recommend that if a teacher decides to run a school trip they
should use an operator to protect against possible personal liability.

Following a change to the local authority funding of residential outdoor
education in 1991, schools have had greater freedom to choose the location and
providers of school trips. This change, combined with funding constraints, has
led to a reduction in the number of local authority outdoor education centres
and a shift towards private and voluntary operations.

PGL's market position is founded on its understanding of the educational
curriculum, strong safety processes and reputation, customer service and a
market leading portfolio of activity centres.

The Directors believe that PGL has a number of key attractions. In particular,
PGL:

   • is the market leader in the outdoor education and adventure sector for
    UK schools;

   • has a strong brand name and reputation within the sector, enjoys
    long-term relationships with schools and achieves high levels of customer
    retention. Adventure UK repeat bookings have historically been approximately
    80 per cent.;

   • has high quality and visibility of earnings based upon strong profit
    margins, consistent growth in revenues and a very early booking profile
    (Adventure UK bookings are currently in excess of 90 per cent. of the
    expected level for the 52 weeks ending February 2008);

   • has an experienced management team, that has overseen significant change
    and growth in recent years and will remain with the business;

   • offers the opportunity of growth in both the UK and Europe, both
    organically and potentially through acquisition in what is a fragmented
    sector;

   • has the opportunity to benefit from growth in the near term by adding
    additional capacity at existing sites as well as using more hired-in sites;

   • owns and operates sites in good locations across the UK, which are on
    average larger and so can support a wider range of activities than those
    owned and operated by other operators; and

   • owns a valuable property portfolio. The PGL property portfolio has been
    valued at approximately £93 million.

In the financial year ended 22 February 2007, PGL had revenues of £50.6 million
(£47.0 million in 2006), EBITDA of £8.4 million (£6.8 million in 2006), EBIT of
£6.3 million (£5.0 million in 2006), and profit before tax of £2.2 million (£4.3
million in 2006). Revenues in the year ended 22 February 2007 comprised £43.4
million related to activity centres and £7.2 million related to tours. PGL had
total assets as at 22 February 2007 of £82.2 million (£77.3 million in 2006).
Net Capital Expenditure was £6.5 million in the year ended 22 February 2007
(£12.0 million 2006).

Principal terms of the Acquisition

Under the terms of the Acquisition Agreement, PGL Holdings has agreed to acquire
the entire issued share capitals of PGL Group and PGL Air Travel for an expected
£50 million and to refinance an expected £50 million of debt within PGL (the
aggregate consideration being £100 million). On completion of the Acquisition,
the aggregate consideration will be adjusted to reflect the parties' estimates
of the debt on completion and the net consideration will be satisfied by the
issue of the Loan Notes to the PGL Vendors. The aggregate consideration will be
further adjusted to the extent that the debt is greater or less than the parties
originally estimated. The aggregate consideration is apportioned as to £1 for
PGL Air Travel and the remainder for PGL Group.

PGL Holdings has also entered into the Transfer and Cancellation of Warrants
Deed pursuant to which PGL Holdings will purchase for cash from the present
holder warrants to subscribe for shares in PGL Group in order for those warrants
to be cancelled. The amount of such payment is included in the aggregate
consideration of £100 million. The obligations of PGL Holdings pursuant to the
Transfer and Cancellation of Warrants Deed are conditional on the completion of
the Acquisition Agreement.

Completion of the Acquisition Agreement is conditional upon:

(a) the passing of the Resolution; and

(b) the Acquisition Agreement not having been terminated by PGL Holdings prior
to completion in consequence of a material breach by the PGL Warrantors of any
of the provisions of the Acquisition Agreement relating to the conduct of the
business of PGL Group and PGL Air Travel pending completion or a material breach
by the PGL Vendors or the PGL Warrantors of certain of their obligations in
respect of completion or PGL Holdings becoming aware of a matter which has a
material and adverse effect on the business of PGL and which results from a
liability outside the ordinary course of business in excess of £5 million (but
which excludes any event affecting to a similar extent generally all companies
carrying on similar business in the United Kingdom).

Pending completion, the PGL Warrantors have agreed to procure that PGL Group and
PGL Air Travel will carry on their respective businesses in the ordinary course
and will not take certain specified actions without the consent of PGL Holdings.

The Acquisition Agreement contains warranties customary in a transaction of this
nature and size which are given by the PGL Warrantors to PGL Holdings including
in relation to title, accounts and financial information, assets, contracts,
intellectual property, employment, litigation, real estate, pensions, taxation,
environmental and health and safety issues. The PGL Warrantors will also enter
into a tax covenant in favour of PGL Holdings in respect of any unprovided tax
liabilities. The warranties and tax covenant are subject to certain limitations
usual in a transaction of this nature.

The PGL Warrantors have also entered into restrictive covenants in the
Acquisition Agreement. These restrictive covenants are in favour of PGL Holdings
for a 3 year period from completion and relate to non-competition with the
businesses of PGL, non-solicitation of customers and employees and
non-interference with suppliers.

The Board currently expects that completion of the Acquisition will take place
in June 2007.

Management and employees

It is the intention of the Board that PGL's senior management team and current
employees should remain with PGL following Completion. After Completion, Martin
Davies, currently Chief Executive Officer of PGL, will become the managing
director of Holidaybreak's new Education Division and join the Board of the
Company.

It is also the intention of the Board to recruit an additional non-executive
Director and to consider the appropriate future composition of the Board, given
the recommendations of the Combined Code and the developing business of the
Enlarged Group.

Financial effects of the Acquisition

The Directors of Holidaybreak expect that the Acquisition will be earnings
enhancing for the Group (before any one-off costs and amortisation of intangible
assets) for the year ending 30 September 2008, the first full year after the
Acquisition. PGL's historical trading pattern has been that any profits would
primarily have occurred during the second half of the Group's financial year.
Given the expected date for completion of the Acquisition, the possible impact
of the Acquisition on the year ending 30 September 2007 (being materially
earnings enhancing) is not representative of a full year effect (see Note 3).

The Directors expect the returns from the Acquisition to exceed the Group's
weighted average cost of capital in the first full year after the Acquisition
and hence increase shareholder value (see Note 3).

Current trading and prospects

Today, Holidaybreak announced its interim results for the six months ended 31
March 2007.

The following update on current trading and prospects was given:

Sales intake for Hotel Breaks is currently 8 per cent. above last year. The
recovery in market conditions experienced in the second half of last financial
year has continued. Value added business into London, with its strong theatre
offerings such as The Sound of Music, Billy Elliot and Dirty Dancing, has been
particularly buoyant.

Adventure Travel continues to perform satisfactorily. Adventure like for like
sales for this summer are 7 per cent. up. We anticipate another acceptable
performance from this division in the current year. The German businesses
acquired at the end of last financial year, carpe diem and TravelWorks, have
performed well.

Camping sales intake to date are level with last year in the context of a 4 per
cent. reduction in capacity. We are currently over 85 per cent. booked for the
whole season, in line with plan.

Current trading in all our divisions is broadly in line with expectations and
the Board expects to achieve a satisfactory trading outcome for the full year.

Given the benefits of the Acquisition outlined above, the Directors of
Holidaybreak are confident of the financial and trading prospects of the
Enlarged group.

For further information please contact:

Holidaybreak plc                  Today: 020 7404 5959; thereafter: 01606 787100
Carl Michel, Chief Executive
Bob Baddeley, Group Finance Director
Chris Bentley, Head of Corporate Development

Brunswick                                                          020 7404 5959
James Hogan
Craig Breheny
Ash Spiegelberg

Dresdner Kleinwort                                                 020 7623 8000
Christopher Baird

Vollman Brothers                                                   020 7898 0511
Bill Kendall
Mark Woollcott 

Notes to editors:

 1. Holidaybreak is a European specialist holiday group with market leading
    positions in the UK and other major European markets. The Group currently
    comprises three separate operating divisions: Hotel Breaks, Adventure Travel
    and Camping, which represented 40 per cent., 25 per cent. and 35 per cent.
    respectively of Group revenue for the financial year ended 30 September
    2006.

 2. PGL is the market leader in the residential, outdoor education and adventure
    sector for UK schools, operating principally at the key stage two level for
    eight to twelve year olds. PGL was founded in 1957 and established a strong
    position in the organised school group market during the 1960s and early
    1970s. PGL also operates overseas school tours, ski trips and family
    adventure holidays.

 3. No statement in this announcement is intended to constitute a profit forecast
    for the financial year ending 30 September 2007 or for any other period. In
    addition, no statement in this announcement should be interpreted to mean
    that earnings per share (before any one-off costs and amortisation of
    intangible assets) will necessarily be greater than those for the relevant
    preceding financial period.

 4. Certain statements made in this announcement are forward-looking statements.
    Such statements are based on current expectations, and by their nature, are
    subject to a number of risks and uncertainties that could cause actual
    results and performance to differ materially from any expected future
    results or performance expressed or implied by the forward-looking
    statement. The information does not assume any responsibility or obligation
    to update publicly or revise any of the forward-looking statements contained
    herein.

 5. This announcement is made by Holidaybreak and is the sole responsibility of
    Holidaybreak. Holidaybreak is exclusively responsible for the contents of
    this announcement and neither Dresdner Kleinwort Limited, Vollman Brothers
    Limited nor any person acting on Holidaybreak's behalf are responsible for
    or shall have any liability for any information, representation or statement
    relating to Holidaybreak contained in this announcement or any information
    previously published by or on behalf of Holidaybreak or otherwise.

Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Holidaybreak plc and for no-one else in
connection with the contents of this announcement and will not be responsible to
anyone other than Holidaybreak plc for providing the protections afforded to
customers of Dresdner Kleinwort Limited or for affording advice in relation to
the contents of this announcement or any matters referred to herein.

Vollman Brothers Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Holidaybreak plc and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Holidaybreak plc for providing the protections afforded to customers of Vollman
Brothers Limited or for affording advice in relation to the Acquisition or any
matters referred to in this announcement.

Words and expressions used in this announcement shall have the same meaning as
defined in Appendix I to this announcement.


                                   Appendix I

                                  Definitions

The following definitions apply throughout this announcement, unless the context
otherwise requires:

''Acquisition''           the proposed acquisition of the entire issued share capital of
                          PGL Group and PGL Air Travel


''Acquisition Agreement'' the conditional agreement dated 18 May 2007 made
                          between (1) the PGL Vendors (2) PGL Holdings and (3) Holidaybreak


''Board'' or ''Directors''the board of directors of the Company


''Companies Act''         the Companies Act 1985, as amended and, where the context so
                          requires, the Companies Act 2006


''Company'' or            Holidaybreak plc
''Holidaybreak''



''Dresdner Kleinwort''   Dresdner Kleinwort Limited


"EBIT"                   Operating profit before exceptional items


"EBITDA"                 Operating profit before exceptional items adding back depreciation of
                         property, plant and equipment


''Enlarged Group''       the Company and its subsidiaries immediately following
                         completion of the Acquisition


''Executive Directors''  Carl Michel, Robert Baddeley, Nicholas Cust, Simon
                         Tobin, Steven Whitfield and Mark Wray


''Extraordinary          General the Extraordinary General Meeting of the Company notice
Gernal Meeting''         of which will be set out in the circular
or ''EGM''    


''Group''                the Company and its subsidiary companies and undertakings (as defined
                         by the Companies Act)


''Loan Notes''           the Variable Rate Guaranteed Loan Notes 2007 of PGL Holdings


''Loan Note              the Deed to be executed by PGL Holdings constituting
Instrument''             the Loan Note


"Net Capital             Purchase of property, plant and equipment adjusted for
Expenditure"             proceeds on disposal of property, plant and equipment


''Ordinary Shares''      ordinary shares of 5p each in the capital of the Company


''PGL''                  PGL Group and PGL Air Travel together
 

''PGL Air Travel''       PGL Air Travel Limited


''PGL Vendors''          the PGL Group Vendors and PGL Air Travel Vendors together


''PGL Air Travel         Martin Davies and Peter John Churchus
Vendors''

''PGL Group''            PGL Group Limited


''PGL Group Vendors''   Martin Davies, Peter John Churchus, John Gordon Firth,
                        Malcolm Brown, Martin Hudson, Richard Lynn Jones, Paul Kenwright, Mark
                        Lavington, Ian Campbell Officer, Anthony Prince, Perry Sladen, Linda Mary Woolf
                        and Sarah Reynolds


"PGL Holdings"          PGL Holdings, a wholly owned subsidiary of Holidaybreak


''PGL Warrantors''      Martin Davies, Peter John Churchus, John Gordon Firth, Jon
                        Campbell Officer, Martin Hudson and Linda Mary Woolf


''Resolution''          the resolution to be set out in the notice of the EGM in the
                        circular
 

''Shareholders''        holders of Ordinary Shares


''Sponsor''             Dresdner Kleinwort


''Vollman Brothers''    Vollman Brothers Limited




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