Ultimate Agrees to Buy Tanner & Haley Assets for $98mil

Tanner & Haley's Unsecured Creditors' Committee Unanimously Approves Transaction

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. October 14, 2008

ORLANDO, FL / WESTPORT, CT, November 22, 2006. Conn-Ultimate Resort, LLC ("Ultimate Resort"), of Orlando, Fla., and Tanner & Haley Resorts ("T&H"), of Westport, Conn., two of the industry leaders in the luxury destination club business, today announced that they have signed an agreement under which Ultimate Resort will acquire substantially all of the real estate assets of T&H for cash consideration of approximately $98 million.

The proposed transaction has been unanimously approved by the T&H Unsecured Creditors' Committee, and is now subject to approval by the Bankruptcy Court, which is expected to be received as soon as December 19, 2006. If approved by the Bankruptcy Court, the members of T&H's three destination clubs-Private Retreats, Distinctive Retreats, and Legendary Retreats-will be offered the opportunity to accept membership in Ultimate Resort on special terms.

Jim Tousignant, founder, President and Chief Executive Officer of Ultimate Resort, said: "This transaction will be good for our company, good for our industry and, above all, good for the members of the combined enterprise. It will establish Ultimate Resort as the second-largest destination club in the industry. Ultimate Resort's existing members will have many more destinations to choose from. Tanner & Haley's destination club members will become part of an extremely well capitalized company with a prudent and sustainable business model and a highly experienced management team, which will be augmented by many new T&H colleagues. Our entire industry will benefit from the resolution of a situation that has been closely followed by many existing and prospective destination club members."

Holly Felder Etlin, Chief Restructuring Officer of Tanner & Haley and a Principal of XRoads Solutions Group LLC, said: "I'm delighted that-less than four months after Tanner & Haley's Chapter 11 filing-our intense efforts to preserve as much value as possible for Tanner & Haley's members and other creditors have been so well rewarded. Ultimate Resort is one of the industry leaders in the luxury destination club business, and will assume ownership and management of most of T&H's current properties. I'm also pleased that the vast majority of Tanner & Haley's current employees will continue to be employed by Ultimate Resort once the purchase agreement is approved and the transaction executed. In my view, this is the best possible result, under challenging circumstances, for everyone involved."

Joel S. Lawson III, Chairman of the T&H Unsecured Creditors' Committee, said: "The members of the Unsecured Creditors' Committee are very pleased with the attractive terms under which T&H members will be able to travel as new members of the greatly expanded Ultimate Resort organization. This will go a long way toward providing T&H members with the travel opportunities they originally sought in joining the T&H destination clubs. Under the circumstances, I and my colleagues on the UCC have unanimously agreed that this is a very good outcome."

Under the terms of the Asset Purchase Agreement filed today in U.S. Bankruptcy Court for the District of Connecticut, Bridgeport Division, if approved by the Bankruptcy Court, Ultimate Resort would acquire substantially all of the real estate assets of Tanner & Haley's three destination clubs for a cash consideration of approximately $98 million, most of which will be used to repay T&H's borrowings under its existing $82 million debtor-in-possession credit facility. Tanner & Haley filed for Chapter 11 protection in the same Court on July 23, 2006.