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Use of Proceeds We estimate that we will receive aggregate net proceeds of approximately $93,856,250 million after deducting the underwriting discount and other estimated offering expenses. We will not receive any of the proceeds from the sale of shares by the selling stockholders. We will use the net proceeds of the offerings to repay indebtedness under our credit facility. We may reborrow the amount repaid and use such reborrowed funds for general corporate purposes, including for any acquisitions that we may identify. As of March 31, 1999, the outstanding balance under our revolving credit facility was approximately $22.0 million, and the weighted average annual interest rate for the three months ended on such March 31, 1999 was 7.46%. We had borrowed such amount under our revolving credit facility to pay in part for the acquisition of Travel Agent magazine and other travel-related assets from Universal Media, Inc. and for other acquisitions completed in 1998. Our revolving credit facility matures on October 31, 2003. We will also use a portion of the net proceeds of the offerings to prepay a portion of the term loans under our term loan facility. We may not reborrow the amount of term loans prepaid. As of March 31, 1999, the outstanding terms loans aggregated approximately $247.3 million, and the weighted average annual interest rate for the three months ended March 31, 1999 was 7.56%. We had borrowed approximately $250.0 million in term loans in 1998 to refinance our then outstanding indebtedness in connection with the acquisition of MAGIC. The term loan facility amortizes in quarterly installments from 1999 to 2005. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" and "Description of Indebtedness."