PARTNERSHIP INTERESTS PURCHASE AGREEMENT

Exhibit 2.1

Execution Copy

PARTNERSHIP INTERESTS PURCHASE AGREEMENT

By and Among

Navigant International, Inc.,

NWT Newco, Inc.,

Navigant International/North Central, Inc.,

Northwestern Travel Service, L.P.,

Northwestern Travel Service, Inc.,

Noble Family Limited Partnership

and

the Limited Partners named herein

made effective as of May 24 , 2004

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

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PARTNERSHIP INTERESTS PURCHASE AGREEMENT

THIS PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement” ) is made and entered into as of this 16 ^th day of June, 2004, by and among Navigant International, Inc. , a Delaware corporation ( “NII” ), NWT Newco, Inc. , an Illinois corporation and a wholly-owned subsidiary of Navigant International/Rocky Mountain, Inc. ( “Newco” ), Navigant International/North Central, Inc. , an Illinois corporation and a wholly-owned subsidiary of NII ( “NINC” ), Northwestern Travel Service, L.P. , a Minnesota limited partnership (the “Partnership” ), Northwestern Travel Service, Inc. , the general partner of the Partnership (the “General Partner” ), Noble Family Limited Partnership , a Minnesota limited partnership (the “New Partnership ”) and John C. Noble, Jack Curtiss Noble , Peter Thorp Noble , Clifford Blunt Noble and John Partridge Noble (individually, each a “Limited Partner” , and collectively with the General Partner and the New Partnership, the “Partners” ). Except as otherwise set forth in this Agreement, capitalized terms shall have the definitions set forth in Section 10.13.

BACKGROUND

Immediately prior to the Closing, the Limited Partners have assigned 100% of their limited partnership interests in the Partnership to the New Partnership and the General Partner has adopted a plan of liquidation under applicable law pursuant to which it will liquidate its allocable portion of the Consideration to its shareholders following the Closing (the “ Pre-Closing Transfer ”); and

NII, NINC and Newco desire to purchase, and each of the New Partnership and the General Partner desires to sell, one hundred percent (100%) of their respective partnership interests of the Partnership (the “ Acquisition ”) and the Partners will each benefit directly or indirectly from the Acquisition.

NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

1. THE ACQUISITION

1.1 The Purchase and Sale . At the Closing and subject to and upon the terms and conditions of this Agreement, (a) the General Partner shall sell and deliver to Newco and Newco shall purchase from the General Partner One Hundred Percent (100%) of the General Partner’s general partnership interests of the Partnership (the “ GP Interests ”), (b) the New Partnership shall sell and deliver to NINC and NINC shall purchase from the New Partnership One Hundred Percent (100%) of the New Partnership’s limited partnership interests of the Partnership (the “ New Partnership LP Interests ”) and (c) the General Partner shall sell and deliver to NINC and NINC shall purchase from the General Partner One Hundred Percent (100%) of the General Partner’s limited partnership interests of the Partnership (the “ General Partner LP Interests ” and together with the New Partnership LP Interests, the “ LP Interests ”), in all cases free and clear of all Liens.

1.2 Consideration . In consideration for the LP Interests and the GP Interests, NII and NINC shall collectively pay consideration of up to Forty One Million Dollars ($41,000,000) (the “Consideration” ). The Consideration shall be payable pursuant to Section 1.3 below in accordance with the allocation of the Consideration set forth in Schedule 1.3 and NII and NINC shall be entitled to rely on Schedule 1.3 in allocating the Consideration payable pursuant to Section 1.3 below. Immediately prior to the payment of the Closing Consideration Payment, NII shall transfer to NINC an amount equal to the Cash Consideration.

1.3 Payment of Consideration .

(a) At the Closing, NII and NINC shall collectively pay to the Partners, as set forth on Schedule 1.3 and in accordance with Schedule 1.3 , the sum of Thirty Million Seven Hundred Fifty Thousand Dollars ($30,750,000) (the “Closing Consideration Payment” ). The Closing Consideration Payment shall be paid as follows: (i) NII shall deliver to the General Partner a promissory note, in substantially the form attached hereto as Exhibit A (the “Note” ), in the principal amount equal to the product of (A) the Closing Consideration Payment and (B) sixty-six percent (66%), less the Cash Consideration (the “Note Consideration” ); (ii) NINC shall deliver to the New Partnership cash equal to the Cash Consideration set forth on Schedule 1.3 (the “Cash Consideration” and together with the Note Consideration, the “Nonstock Consideration” ), net of certain fees payable pursuant to Section 10.5 hereof, and (iii) NII shall issue and deliver to the Partners set forth on Schedule 1.3 , and as allocated on Schedule 1.3 , certificates representing an aggregate number of shares of NII’s Stock equal to (A) the Closing Consideration Payment minus the Nonstock Consideration divided by (B) the Average Closing Price (the “Stock Consideration” ). No fractional shares of NII Stock shall be issued in connection with the Acquisition, and no certificates or scrip for any such fractional shares shall be issued. Any Partner who would otherwise be entitled to receive a fraction of a share of NII Stock (after aggregating all fractional shares of NII Stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Average Closing Price. The Note shall be secured by a standby letter of credit (the “Letter of Credit” ).

(b) Within sixty (60) days after the first anniversary of the Closing, NII shall pay to the Partners set forth on Schedule 1.3 , in accordance with Schedule 1.3, the sum of Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000) (the “First Anniversary Consideration Payment” ), less any amounts which may be subject to the right of offset set forth in Section 1.4, Section 8.7 and Section 10.5 hereof, in immediately available funds; provided, however, if the Partnership’s Net Revenues for the twelve (12) month period beginning on the first day of Navigant’s first fiscal month following the Closing (the “Measured Revenues” ) are less than the Partnership’s Net Revenues for the corresponding twelve (12) month period ended on the last day of the Partnership’s fiscal month in which the Closing occurs (the “Target Revenues” ), then the First Anniversary Consideration Payment shall be adjusted downward by the amount, dollar-for-dollar, by which the Target Revenues exceed the Measured Revenues.

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Target Revenues and Measured Revenues will be calculated on the same basis using the same accounting procedures. To the extent that NII determines that a portion of the First Anniversary Consideration Payment should be subject to a downward adjustment as set forth in the preceding sentence or subject to the right of offset set forth in Section 1.4 and Section 8.7 hereof and such amount not been finally determined prior to the payment of the First Anniversary Consideration Payment, then NII shall deposit such amounts in an interest bearing escrow account with a national bank designated as the escrow agent, subject to an escrow agreement between the parties. Within ten (10) days after the final determination of the Partnership’s Measured Revenues and Target Revenues pursuant to Section 1.3(c) below any amounts (including accrued interest) held in the escrow account on account of a possible adjustment pursuant to this Section 1.3(b) shall be distributed to the Partners and/or NII, to effect the adjustment provided for in this Section 1.3(b)

(c) For purposes of calculating the First Anniversary Consideration Payment under subsection 1.3(b) above, the Measured Revenues and Target Revenues of the Partnership shall be determined as follows:

(i) Within forty-five (45) days after completion of the twelve month period ending on the last day of the Partnership’s fiscal month in which the Closing occurs, NII shall determine the Partnership’s Target Revenues (the “ Target Revenues Audit ”). The Partners shall cooperate and shall use their reasonable efforts to cause the employees of the Partnership to cooperate with NII after the Closing Date in furnishing information, documents, evidence and other assistance to NII to facilitate the completion of the Target Revenues Audit within the aforementioned time period. Based on the Target Revenues Audit, NII shall deliver to the Partners’ Representative a schedule setting forth the Partnership’s Target Revenues (the “Target Revenues Notice” ).

(ii) Within thirty (30) days after completion of the twelve (12) month period beginning on the first day of Navigant’s first fiscal month following the Closing, NII shall determine the Partnership’s Measured Revenues (the “Measured Revenues Audit” ). The Partners shall cooperate and shall use their reasonable efforts to cause the employees of the Partnership to cooperate with NII after the Closing Date in furnishing information, documents, evidence and other assistance to NII to facilitate the completion of the Measured Revenues Audit within the aforementioned time period. Based on the Measured Revenues Audit, NII shall deliver to the Partners’ Representative a schedule setting forth the Partnership’s Measured Revenues (the “Measured Revenues Notice” ).

(iii) The Partners’ Representative shall have fifteen (15) business days from the receipt of either the Target Revenues Notice or the Measured Revenues Notice (as applicable) to notify NII that the Partners dispute such Target Revenues Notice or Measured Revenues Notice, as applicable. When NII shall have received notice from the Partners’ Representative that the Partners do not dispute the Target Revenues Notice or the Measured Revenues Notice (as applicable) or, if NII has not received notice of such a dispute within such fifteen (15) business-day period, the computation of the Measured Revenues or the Target Revenues (as applicable) and any payment made under this

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Section shall be conclusive and binding upon the parties hereto. If, however, the Partners’ Representative has delivered notice of such a dispute to NII within such fifteen (15) business-day period, then NII shall select an independent accounting firm of nationally recognized standing that has not represented, or provided any service to, any of the parties hereto within the preceding two (2) years to review the Partnership’s books to determine the Measured Revenues or Target Revenues, as applicable, of the Partnership. Such independent accounting firm shall be ratified by the Partners’ Representative and NII within five (5) business days of its selection unless there is an actual conflict of interest. The independent accounting firm shall be directed to consider only the written information, agreements, contracts, commitments, evidence or other documents (or summaries thereof) that were (i) delivered or made available to NII pursuant to subsection (c)(i) or (ii) above or in connection with the transactions contemplated hereby, (ii) reviewed by NII during the course of the Target Revenues Audit or Measured Revenues Audit, as applicable, or (iii) that were kept in the ordinary course of business, are directly related to the dispute and that the accounting firm has determined in its reasonable judgment are relevant to rendering its decision. The independent accounting firm shall make its determination of the Partnership’s Measured Revenues or Target Revenues, as applicable, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final, conclusive and binding on the parties hereto. Fifty percent (50%) of the costs and expenses of the independent accounting firm shall be paid by NII and fifty percent (50%) of such costs shall be paid collectively by the Partners.

(d) In the event NII fails to timely deliver any notice required under Section 1.3(c), NII shall not be deemed to be in default or breach of this Agreement, but the Partners shall use reasonable efforts to provide NII written notice thereof within ten (10) business days of such notice date. Upon receipt of notice of failure to timely deliver notice under Section 1.3(c), NII shall make commercially reasonable efforts to deliver the notice within ten (10) business days. If NII fails to take such action required in the preceding sentence, the Partners may resort to any remedy available to the Partners at law to enforce the Partners’ rights under this Section 1.3. The failure by NII to timely deliver any notice under Section 1.3(c) shall not limit, alter or in any way affect NII’s rights with respect to any adjustment to the First Anniversary Consideration Payment pursuant to this Section 1.3.

1.4 Post-Closing Adjustment . The Consideration shall be subject to adjustment after the Closing Date as specified in this Section 1.4.

(a) Within ninety (90) days following the Closing Date, NII shall cause its then current auditors ( “NII’s Accountant” ) to audit the Partnership’s books to determine the accuracy of the information set forth on the Closing Financial Certificate (the “Post-Closing Audit” ). The Partners shall cooperate and shall use their reasonable efforts to cause the employees of the Partnership to cooperate with NII and NII’s Accountant after the Closing Date in furnishing information, documents, evidence and other assistance to NII’s Accountant to facilitate the completion of the Post-Closing Audit within the aforementioned time period. Without limiting the generality of the foregoing, within two (2) weeks after the Closing the Partners shall provide NII’s Accountant with the information and/or documents requested on the

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Post-Closing Audit Checklist set forth as Schedule 1.4 hereto in order to facilitate the completion of the Post-Closing Audit by NII’s Accountant within the aforementioned time period. In the event that NII’s Accountant determines that (i) the Tangible Net Worth of the Partnership as of April 25, 2004 was less than $9,000,000, (ii) the increase in Tangible Net Worth for the period beginning April 25, 2004 and ending May 24, 2004 was less than $203,278, (iii) the Partnership sustained a Net Loss for the period beginning April 26, 2004 and ending on May 23, 2004, (iv) the Partnership sustained a Net Loss for the period beginning May 24, 2004 and ending on the Closing Date, (v) the Partnership’s Adjusted Indebtedness as of the Closing Date exceeded $0, or (vi) the Partnership made any distributions since April 25, 2004 in addition to the Permitted Distribution (each, a “ Prohibited Distribution ”), NII shall deliver a written notice (the “Financial Adjustment Notice” ) to the Partners’ Representative setting forth (i) the amount by which the Partnership’s Tangible Net Worth as of April 25, 2004 was less than $9,000,000, (ii) the amount by which the increase in the Partnership’s Tangible Net Worth from April 25, 2004 to May 24, 2004 was less than $203,278, (iii) the Partnership’s Net Loss for the period beginning on April 26, 2004 and ending on May 23, 2004, (iv) the Partnership’s Net Loss for the period beginning May 24, 2004 and ending on the Closing Date, (v) the Adjusted Indebtedness as of the Closing Date, and (vi) the sum of all Prohibited Distributions (the sum of (i), (ii), (iii), (iv), (v) and (vi) is hereinafter referred to as the “Consideration Adjustment” ). To the extent that an adjustment is required pursuant to this Section 1.4(a), such adjustment (to the extent it would have a duplicative effect) shall be made one time through the application of clause (i), (ii), (iii), (iv), (v) or (vi) of this Section 1.4(a), it being understood that NII’s intent is not to double count any item set forth in the Financial Adjustment Notice.

(b) The Partners’ Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify NII that the Partners dispute such Financial Adjustment Notice. If NII has not received notice of such a dispute within such thirty (30)-day period, NII shall be entitled to receive from the Partners the Consideration Adjustment. The Consideration Adjustment shall be applied against the First Anniversary Consideration Payment payable to the Partners under Section 1.3(b) hereof. If there are not sufficient amounts still owing to the Partners under Section 1.3(b) hereof to satisfy the Consideration Adjustment, the remaining unpaid amount shall be promptly paid by the Partners to NII in immediately available funds. If, however, the Partners’ Representative has delivered notice of such a dispute to NII within such thirty (30)-day period, then NII’s Accountant shall select an independent accounting firm of nationally recognized standing that has not represented any of the parties hereto within the preceding two (2) years to review the Partnership’s books and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the Consideration Adjustment. Such independent accounting firm shall be ratified by the Partners’ Representative and NII within five (5) business days of its selection unless there is an actual conflict of interest. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to NII’s Accountant in connection with the transactions contemplated hereby, (ii) reviewed by NII’s Accountant during the course of the Post-Closing Audit, or (iii) that were kept in the ordinary course of business, are directly related to the dispute and that the accounting firm has determined in its reasonable judgment are relevant to rendering its decision. The independent accounting firm shall make its determination of the Consideration Adjustment, if

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any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, NII shall be entitled to receive promptly from the Partners the Consideration Adjustment paid in immediately available funds. Fifty percent (50%) of the costs and expenses of the independent accounting firm shall be paid by NII and fifty percent (50%) of such costs shall be paid collectively by the Partners.

1.5 Partners’ Representative .

(a) The Partners, by signing this Agreement, designate John C. Noble as the Partners’ Representative for purposes of this Agreement. In the event John C. Noble is unable or unwilling to serve, the Partners’ Representative shall be selected by Jack Curtiss Noble. The Partners shall be bound by any and all actions taken by the Partners’ Representative on their behalf under or otherwise relating to this Agreement and the transactions contemplated hereunder.

(b) NII shall be entitled to rely upon any communication or writings given or executed by the Partners’ Representative. In the event NII receives conflicting communications or writings, NII shall be entitled, in its discretion, to rely on any or all such communications and writings. All communications or writings to be sent to the Partners pursuant to this Agreement may be addressed to the Partners’ Representative and any communication or writing so sent shall be deemed notice to the Partners hereunder. The Partners hereby consent and agree that the Partners’ Representative is authorized to accept deliveries, including any notice, on behalf of the Partners pursuant hereto.

(c) The Partners’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of the Partners, with full power in his or her name and on his or her behalf to act according to the terms of this Agreement in the absolute discretion of the Partners’ Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with Article 6 of this Agreement. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of the Partners, by operation of law, whether by any Partners’ death, disability or any other event.

1.6 Accounting Terms . Except as otherwise expressly provided herein or in the Schedules (the “Schedules” ), all accounting terms used in this Agreement as they relate to the Partnership prior to the consummation of the Acquisition shall be interpreted, and all financial statements, Schedules, certificates and reports as to financial matters of the Partnership prior to the Acquisition required to be delivered hereunder shall be prepared in good faith using the same accounting principles and policies used in preparing the Year End Financials consistently applied.

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2. CLOSING

The consummation of the Acquisition and the other transactions contemplated by this Agreement (the “Closing” ) shall take place at the offices of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., 2500 Wachovia Capitol Center, Raleigh, North Carolina on June 16, 2004, providing that all conditions to Closing shall have been satisfied or waived, or at such other place, time and date as NII, NINC, Newco, the Partnership and the Partners may mutually agree, which date shall be referred to as the “Closing Date . ” The effective date of the Acquisition shall be May 24, 2004 at 12:01 a.m.

3. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND THE PARTNERS

To induce NII, NINC and Newco to enter into this Agreement and consummate the transactions contemplated hereby, the Partnership and the Partners, jointly and severally, represent and warrant to NII, NINC and Newco as follows:

3.1 Due Organization . (a) The Partnership is a limited partnership duly organized, validly existing and is in good standing under the laws of Minnesota and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted. The Partnership is duly qualified, and in good standing as a foreign partnership in each jurisdiction in which it does business and/or owns or leases property, except in each such case where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Schedule 3.l hereto contains a list of all jurisdictions in which the Partnership is authorized or qualified to do business. The Partnership has delivered to NII true, complete and correct copies of its Certificate of Limited Partnership and Agreement of Limited Partnership (collectively, the “Partnership Documents” ). The Partnership is not in violation of any Partnership Documents. The books of the Partnership have been made available to NII and are correct and, except as set forth in Schedule 3.1 , complete in all material respects.

(b) The General Partner is a corporation duly organized, validly existing and is in good standing under the laws of the jurisdiction of its incorporation and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted. The General Partner is duly qualified, and in good standing as a foreign corporation in each jurisdiction in which it does business and/or owns or leases property, except in each such case where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. Schedule 3.l hereto contains a list of all jurisdictions in which the General Partner is authorized or qualified to do business. The General Partner has delivered to NII true, complete and correct copies of its Articles of Incorporation and Bylaws (collectively, the “Charter Documents” ). The General Partner is not in violation of any Charter Documents. The minute books of the General Partner are correct and, except as set forth in Schedule 3.1 , complete in all material respects.

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(c) The New Partnership is a limited partnership duly organized, validly existing and is in good standing under the laws of Minnesota and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to own, operate and lease its properties and to carry on its business in the places and in the manner as now conducted. The New Partnership is not qualified and is not required to be qualified in any foreign jurisdiction. The New Partnership has delivered to NII true, complete and correct copies of its Certificate of Limited Partnership and Agreement of Limited Partnership (collectively, the “New Partnership Documents” ). The New Partnership is not in violation of any New Partnership Documents. The books of the New Partnership have been made available to NII and are correct and, except as set forth in Schedule 3.1, complete in all material respects.

3.2 Authorization; Validity . The Partnership has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby and to perform its obligations pursuant to the terms of this Agreement. The General Partner has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby. The Limited Partners have the full legal right and authority to enter into this Agreement and the transactions contemplated hereby. The New Partnership has the full legal right, power and authority to enter into this Agreement and the transactions contemplated hereby and to perform its obligations pursuant to the terms of this Agreement. The execution and delivery of this Agreement by the Partnership and the performance by the Partnership of the transactions contemplated herein have been duly and validly authorized by the Partners, and this Agreement has been duly and validly authorized by all necessary partnership action. The execution and delivery of this Agreement by the General Partner and the performance by the General Partner of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the General Partner, and this Agreement has been duly and validly authorized by all necessary corporate action. The execution and delivery of this Agreement by the New Partnership and the performance by the New Partnership of the transactions contemplated herein have been duly and validly authorized by the partners of the New Partnership and the performance by the New Partnership of the transactions contemplated herein have been duly and validly authorized by its partners. This Agreement is a legal, valid and binding obligation of the Partnership, the General Partner, the Limited Partners and the New Partnership, enforceable in accordance with its terms.

3.3 No Conflicts . Except as set forth on Schedule 3.3 , the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof will not:

(a) conflict with, or result in a breach or violation of, any of the Partnership Documents of the Partnership, any of the Charter Documents of the General Partner or any New Partnership Documents of the New Partnership;

(b) (i) conflict with, or result in a default (or would constitute a default but for any requirement of notice or lapse of time or both) under, any document, agreement or other instrument to which the Partnership or any Partner is a party or by which the Partnership or

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any Partner is bound, or (ii) result in the creation or imposition of any lien, charge or encumbrance on any of the Partnership’s properties pursuant to (A) any law or regulation to which the Partnership or any Partner, or any of their respective property, is subject or (B) any judgment, order or decree to which the Partnership or any Partner is bound, or to which any of their respective property is subject;

(c) result in a termination or impairment of any contractual right or Permit; or

(d) violate any law, order, judgment, rule, regulation, decree or ordinance to which the Partnership or any Partner is subject or by which the Partnership or any Partner is bound.

3.4 Ownership of the Partnership . Immediately prior to the Pre-Closing Transfer, the General Partner and the Limited Partners owned all of the interests of the Partnership, capital, profits or other ownership interests of the Partnership as set forth on Schedule 3.4 free and clear of all Liens. The New Partnership and the General Partner own all of the interests, capital, profits or other ownership interests of the Partnership as set forth on Schedule 3.4 free and clear of all Liens.

3.5 Subsidiaries and Debt Interests . Except as set forth in Schedule 3.5 :

(a) The Partnership has not in the past had, and currently has no Subsidiaries.

(b) The Partnership does not presently own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into capital stock or any other equity interest in any corporation, partnership association or business entity, nor is the Partnership, directly or indirectly, a participant in any joint venture, partnership or other non-corporate entity.

(c) There are no promissory notes or other debt instruments that have been issued to, or are held by, the Partnership.

3.6 Names; Predecessor Status; Etc. Schedule 3.6 sets forth a listing of all legal names, trade names, fictitious names or other names (including, without limitation, any names of divisions or operations) of the Partnership during the five (5)-year period immediately preceding the Closing. During the three (3)-year period immediately preceding the Closing, the Partnership has operated only under the names set forth on Schedule 3.6 in the jurisdiction or jurisdictions set forth on Schedule 3.6 . Schedule 3.6 also includes the names of any entities from which the Partnership has acquired material assets within the three (3)-year period immediately preceding the Closing.

3.7 Required Governmental Filings and Consents . Except as set forth on Schedule 3.7 , the execution, delivery and performance of this Agreement and the consummation

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of the transactions contemplated hereby, will not require any consent, approval, authorization or permit of, or filing with or notification to, (a) any Governmental Authority having jurisdiction over the Partnership, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws, and (ii) where the failure to obtain such consents, approvals, authorization or permits, or to make such filings or notifications, would not prevent or unreasonably delay consummation of the Acquisition or otherwise prevent the Partnership or the Partners from performing its or their obligations under this Agreement or (b) any other third party.

3.8 Partnership Financial Conditions .

(a) The Partnership’s Tangible Net Worth as of the last day of its most recently completed fiscal year was not less than $9,000,000 and as of April 25, 2004 was not less than $9,000,000.

(b) The Partnership’s Net Income for the period beginning April 26, 2004 and ending May 23, 2004 was not less than $1,016,390.

(c) The Partnership did not sustain a Net Loss for the period beginning May 24, 2004 and ending on the Closing Date;

(d) The Partnership’s Net Revenues for the Partnership’s most recent fiscal year were not less than $36,900,000; and

(e) The Partnership’s Adjusted Indebtedness as of the Closing Date was not greater than $0.

3.9 Financial Statements . Schedule 3.9 includes true, complete and correct copies of the Partnership’s audited balance sheet as of December 28, 2003 and income statement for the year ended December 28, 2003 (collectively, the “Year-End Financials” ) and (b) true, complete and correct copies of the Partnership’s unaudited balance sheet (the “Interim Balance Sheet” ) as of May 23, 2004 (the “Interim Balance Sheet Date” ) and income statement, for the five (5)-month period then ended (collectively, the “Interim Financials , ” and together with the Year-End Financials, the “Partnership Financial Statements” ). Except as set forth on Schedule 3.9 , the Partnership Financial Statements have been prepared in accordance with GAAP consistently applied, subject in the case of the Interim Financials, to (i) normal year-end adjustments, which individually or in the aggregate will not be material and (ii) the omission of footnote information. Each balance sheet included in the Partnership Financial Statements presents fairly the financial condition of the Partnership as of the date indicated thereon, and each of the income statements included in the Partnership Financial Statements presents fairly the results of its operations for the periods indicated thereon. Since the dates of the Partnership Financial Statements, there have been no material changes in the Partnership’s accounting policies other than as requested by NII to conform the Partnership’s accounting policies to GAAP.

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3.10 Liabilities and Obligations; Claims .

(a) Except as set forth on Schedule 3.10 , the Partnership is not liable for or subject to any liabilities other than:

(i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged;

(ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise (but no liabilities for breaches thereof); and

(iii) those liabilities incurred since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material (none of which is a liability for breach of contract, breach of warranty for infringement, claim or lawsuit).

(b) Schedule 3.10 includes a reasonable estimate of the maximum amount of each liability which is not fixed or which is contested.

(c) Except as set forth on Schedule 3.10 , no Partner has any claim against the Partnership, nor does the Partnership or any Partner know that any third party has any claims against the Partnership.

(d) Schedule 3.10 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which the Partnership has made any material expenditure in the two (2) year period prior to the date of this Agreement, which if pursued by the Partnership would require additional material expenditures of capital.

(e) For purposes of this Section 3.10, the term “liabilities” shall include, without limitation, any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise, known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.10 contains a complete list of all the Partnership’s interest bearing indebtedness (excluding leases for personal property and ordinary course accounts payable), including the names of creditors, payment terms, balances due and security interests.

3.11 Books and Records . The Partnership has made and kept books and records and accounts which accurately and fairly reflect the activities of the Partnership. The Partnership has not engaged in any transaction, maintained any bank account, or used any partnership funds except for transactions, bank accounts, and funds which have been and are reflected in its normally maintained books and records.

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3.12 Bank Accounts; Powers of Attorney . Schedule 3.12 sets forth a complete and accurate list, as of the date of this Agreement, of:

(a) the name of each financial institution in which the Partnership has any account or safe deposit box;

(b) the names in which the accounts or boxes are held;

(c) the type of account;

(d) the name of each Person authorized to draw thereon or have access thereto; and

(e) the name of each Person holding a general or special power of attorney from the Partnership and a description of the terms of such power.

3.13 Accounts and Notes Receivable . On the Closing Date, the Partnership will deliver to NII a complete and accurate list, as of May 23, 2004, of the accounts and notes receivable of the Partnership (including, without limitation, receivables from and advances to employees and the Partners, override receivables and financial assistance segment receivables), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30) day aging categories (collectively, the “Accounts Receivable” ). All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on the Partnership’s books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within one hundred twenty (120) days after the Closing Date. There is no known or threatened contest, claim, or right of set-off, other than rebates, returns in the ordinary course of business, and as set forth on Schedule 3.13 , under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

3.14 Permits . The Partnership owns or holds all licenses, franchises, permits and other governmental authorizations, including, without limitation, permits, titles (including, without limitation, motor vehicle titles and current registrations), licenses and franchises necessary for the continued operation of the Partnership’s business as it is currently being conducted (the “Permits” ), except in each such case where the failure to own or hold such Permits would not reasonably be expected to have a Material Adverse Effect. The Permits are properly issued, and the Partnership has not received any notice that any Governmental Authority intends to modify, cancel, terminate or fail to renew any Permit. No present or former partner, employee or agent of the Partnership, or any Affiliate thereof, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Permits. The Partnership has

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conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in the Permits and other applicable orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing.

3.15 Related Party Transactions . Except as set forth on Schedule 3.15 , no current or former partner of the Partnership, or any ancestor, sibling, descendant or spouse of any of such Persons, or any Person in which any of such Persons has an interest (each a “Related Party” ) has, directly or indirectly, (i) an interest in any entity that furnished or sold, or furnishes or sells, services or products that the Partnership furnishes or sells, or proposes to furnish or sell, or (ii) an interest in any entity that purchases from or sells or furnishes to, the Partnership, any good or services or (iii) a beneficial interest in any Material Contract; provided, however, that ownership of no more than one percent (1%) of the outstanding voting stock of a publicly traded corporation shall not be deemed an “interest in any Person” for purposes of this Section 3.15. The Partners do not have any interest, either directly or indirectly, in any property, real or personal, tangible or intangible, used in or pertaining to the business of the Partnership, including any interest in the Intellectual Property, except for rights under any Partnership Plan. Except as set forth on Schedule 3.15 , no employee or Partner of the Partnership, or their spouses or children, is indebted to the Partnership, nor is the Partnership indebted to any of them.

3.16 Real Estate and Real Property .

(a) Schedule 3.16 contains a complete and accurate description of all Real Property in which the Partnership has any interest (including street address, legal description (where known), owner and Partnership’s use thereof) and any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, covenants, easements, restrictions, encroachments, leases or encumbrances of any nature thereon ( “Encumbrances” ). The Real Property listed on Schedule 3.16 includes all interests in Real Property necessary to conduct the business and operations of the Partnership as presently conducted.

(b) The Partnership does not own and, except as set forth on Schedule 3.16 , never has owned any real estate.

(c) Except as set forth in Schedule 3.16 :

(i) The Partnership has obtained all approvals of Governmental Authorities (including certificates of use and occupancy, licenses and permits) required in connection with the use, occupation and operation of the Real Property.

(ii) The Real Property is suitable and adequate for the uses to which it is currently devoted.

(iii) The Partnership is not in violation of any law (including any code, rule, regulation, zoning or building ordinance or health or safety ordinance), and no notice from any Governmental Authority has been served upon

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the Partnership claiming any violation of any such law, or requiring or calling attention to the need for any work, repairs, construction, alterations or installations on or in connection with such Real Property with which the Partnership has not complied.

(iv) There are no parties other than the Partnership in possession of any of the Real Property or any portion thereof, and there are no subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Real Property or any portion thereof.

(v) All oral or written leases, subleases, licenses, concession agreements or other use or occupancy agreements pursuant to which the Partnership leases from any other party any real property, including all amendments, renewals, extensions, modifications or supplements to any of the foregoing or substitutions for any of the foregoing (collectively, the “Leases” ) are valid and in full force and effect. The Partnership has provided NII with true and complete copies of all of the Leases, all amendments, renewals, extensions, modifications or supplements thereto, and all material correspondence related thereto, including all correspondence pursuant to which any party to any of the Leases declared a default thereunder or provided notice of the exercise of any option granted to such party under such Lease. The Partnership’s interests under the Leases are free of all Encumbrances. The Partnership has not received any notice of default under any Lease, and the Partnership is in full compliance with the terms and provisions of the Leases and the Partnership is not obligated to any material maintenance or capital improvement obligations thereon. The Partnership has not given notice of default to the lessors under any Lease and, to the Knowledge of the Partnership, the lessors are in full compliance with the provisions of the Leases, and there are no material maintenance or capital improvement obligations or the lessor thereon.

(vi) Except as set forth on Schedule 3.16 , none of the Leases requires the consent or approval of any party thereto in connection with the consummation of the transactions contemplated hereby.

(vii) Except as set forth on Schedule 3.16 , all personal property owned or leased by the Partnership and used or usable in the conduct of its business may be removed from the Real Property at the termination of the Lease without violating the terms of the Lease.

(d) Notwithstanding the above, with respect to any of the common areas used by the Partnership, its employees, consultants or customers, in connection with the Partnership’s use of any Leased premises, the representations made in this Section 3.16 shall be limited to the actual knowledge of the Partnership and the Partners.

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3.17 Personal Property .

(a) Schedule 3.17 sets forth a complete and accurate list of all personal property included on the Interim Balance Sheet and all other personal property owned or leased by the Partnership with a current book value in excess of $15,000 both (i) as of the Interim Balance Sheet Date and (ii) acquired since the Interim Balance Sheet Date (the “Personal Property” ). Schedule 3.17 also lists all leases for Personal Property (true, correct and complete copies of which have been provided to NII) and indicates which assets are currently owned, or were formerly owned, by the Partners or business or personal Affiliates of the Partners or of the Partnership.

(b) All leases set forth on Schedule 3.17 are in full force and effect and constitute valid and binding agreements of the Partnership, and the Partnership is not in breach of any of their terms. The Personal Property used by the Partnership that is material to the operation of the business is either owned by the Partnership or leased under an agreement listed on Schedule 3.17 .

3.18 Intellectual Property .

(a) The Partnership is the true and lawful owner of, or is licensed or otherwise possesses legally enforceable rights to use, the Marks listed on Schedule 3.18 . Such Schedule lists (i) all of the Marks registered in the PTO or the equivalent thereof in any state of the United States or in any foreign country, and (ii) all of the unregistered Marks that the Partnership now owns or uses in connection with its business. The Partnership owns or has the unrestricted legally enforceable right to use all of the trademarks, service marks, and trade names employed in the operation of its business as currently conducted. The Marks listed on Schedule 3.18 will not cease to be valid rights by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.

(b) The Partnership is the true and lawful owner of, or is licensed or otherwise possesses legally enforceable rights to use, rights in the Patents listed on Schedule 3.18 and the Copyrights listed on Schedule 3.18 . Except as set forth on Schedule 3.18 , the Partnership owns or possesses all rights in the Patents listed on Schedule 3.18 and the copyrights listed on Schedule 3.18 ; and such Patents and Copyrights constitute all of the Patents and Copyrights that the Partnership now owns or is licensed to use. The Partnership owns or has the unrestricted legally enforceable right to use all Patents and Copyrights employed in the operation of its business as currently conducted.

(c) The Partnership is the true and lawful owner of, or is licensed or otherwise possesses the legally enforceable right to use, rights in the software (including, without limitation, software used by the Partnership in its mid-office and back office operations), trade secrets, franchises or similar rights (collectively, “Other Rights” ) listed on Schedule 3.18 . Except as set forth on Schedule 3.18 , the Partnership owns or possesses unrestricted rights to use, all rights in the other Rights listed on Schedule 3.18 ; and those Other Rights constitute all of the Other Rights that the Partnership now owns or is licensed to use. The Partnership owns or has the right to use all software, trade secrets, franchises or similar rights employed in the operation of its business as currently conducted.

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(d) The Marks, Patents, Copyrights and Other Rights listed on Schedule 3.18 are referred to collectively herein as the “Intellectual Property . ” The Intellectual Property owned by the Partnership is referred to herein collectively as the “Partnership Intellectual Property . ” All other Intellectual Property, including software used by the Partnership’s mid-office and back office operations, is referred to herein collectively as the “Third Party Intellectual Property.” The Partnership has taken all actions necessary to maintain and protect the Partnership Intellectual Property. Except as indicated on Schedule 3.18 , the Partnership has no obligation to compensate any Person for the use of any Intellectual Property nor has the Partnership granted to any Person any license, option or other rights to use in any manner any Intellectual Property, whether requiring the payment of royalties or not. Schedule 3.18 includes the name of each licensor of Third Party Intellectual Property.

(e) The Partnership is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any Third Party Intellectual Property license, sublicense or agreement described in Schedule 3.18 . To its knowledge, the Partnership has not infringed or misappropriated, nor does it currently infringe or misappropriate any Third Party Intellectual Property. No claims with respect to the Partnership Intellectual Property or Third Party Intellectual Property are currently pending or, to the Knowledge of the Partnership, are threatened by any Person, nor, to the Partnership’s Knowledge, do any grounds for any claims exist: (i) to the effect that the manufacture, sale, licensing or use of any product as now used, sold or licensed or proposed for use, sale or license by the Partnership infringes on any Third Party Intellectual Property; (ii) against the use by the Partnership of any Intellectual Property used in the Partnership’s businesses as currently conducted by the Partnership; (iii) challenging the ownership, validity or effectiveness of any of the Partnership Intellectual Property; or (iv) challenging the Partnership’s license or legally enforceable right to use of the Third Party Intellectual Property. To the Partnership’s Knowledge, there is no unauthorized use, infringement or misappropriation of any of the Partnership Intellectual Property by any third party. Except as set forth on Schedule 3.18 , the Partnership (x) has not been sued or charged in writing as a defendant in any claim, suit, action or proceeding which involves a claim or infringement of Third Party Intellectual Property and which has not been finally terminated or been informed or notified by any third party that the Partnership may be engaged in such infringement or (y) has ever agreed to indemnify any Person for or against any interference, infringement, misappropriation or other conflict with respect to any Intellectual Property.

3.19 ARC Accreditation and Bonding Requirements . The Partnership is and at the Closing will be, accredited with ARC, and has no Knowledge of any fact, matter or circumstance which by itself, or with the passage of time, may give rise to an action by ARC terminating the Partnership’s accreditation. The Partnership has, and at Closing will have, the bond required by ARC, in the amount required by ARC. Schedule 3.19 sets forth the amount of the bond, the expiration date of the bond, the name of the company issuing the bond, and the premium for the bond. Except those obtained in the ordinary course of business, the Partnership has no unpaid or contested debit memoranda with ARC or any airline.

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3.20 Significant Customers; Preferred Vendors; Material Contracts .

(a) Schedule 3.20(a) sets forth a complete and accurate list of all Significant Customers and Preferred Vendors. For purposes of this Agreement, “Significant Customers” are the twenty (20) customers that were responsible for the highest amount of revenues of the Partnership during each of the past four (4) fiscal quarters. For purposes of this Agreement, “Preferred Vendors” are all airlines with which the Partnership has override agreements and all hotel and rental car companies with which the Partnership has an agreement establishing commission rates in excess of those generally paid in the industry ( “Preferred Vendor Agreement” ) or similar arrangements.

(b) Except as set forth in Schedule 3.20(b) the Partnership is not a party to any written or oral (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, stock bonus, thrift or other form of incentive, deferred or other compensation plan; (iii) stock purchase, stock option or similar plan or practice, whether formal or informal; (iv) contract for the employment of any Partner, individual employee, or other Person on a full-time or consulting basis; (v) other contract with any of its employees or Partners; (vi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of its assets; (vii) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (viii) lease or agreement under which it is lessee of, or holds or operates any property, real or personal, owned by any other party involving in excess of $15,000 per year; (ix) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it involving in excess of $15,000, (x) contract, purchase order or group of related contracts or purchase orders with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $15,000; (xi) other contract or group of related contracts with the same party either continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days’ or less notice without penalty or involving more than $15,000; (xii) Preferred Vendor Agreement or airline override agreements, (xiii) ARC agency agreements and bonds required by ARC; (xiv) contract which prohibits it from freely engaging in business anywhere in the world; (xv) franchise agreement; (xvi) assignment, license, indemnity or other agreement with respect to any form of Intellectual Property or any CRS Agreement; (xvii) warranty agreement with respect to services rendered or products licensed by the Partnership; (xviii) life, hospitalization, medical, dental or disability insurance or other welfare benefit plan, program or arrangement, whether formal or informal; (xix) agreements regarding the provision of telephone and other communication services; or (xx) other agreement material to any of them, or calling for payment by the Partnership of more than $15,000 in any one (1)-year period and not entered into in the ordinary course of business (collectively all referred to herein as the “Material Contracts” ).

(c) Schedule 3.20(c) contains a description of the Partnership’s policies with respect to booking back-to-back tickets and passive or phantom segments. Schedule 3.20(c) also contains a description of the Partnership’s policies regarding clearance of hotel commissions.

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(d) Except to the extent set forth on Schedule 3.20(d) , (i) none of the Partnership’s Significant Customers has canceled or substantially reduced or, to the Knowledge of the Partnership, is currently attempting or threatening to cancel or substantially reduce, any purchases from the Partnership, (ii) none of the Partnership’s Preferred Vendors has altered, modified, reduced or canceled, or threatened to alter, modify, reduce or cancel, the terms of any Material Contract of which it is a party, (iii) the Partnership has complied with all of their commitments and obligations and are not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and (iv) there are no Material Contracts that were not negotiated at arm’s length. The Partnership has not received any material customer complaints concerning its services.

(e) Each Material Contract, except those terminated pursuant to Section 5.4, is valid and binding on the Partnership and is in full force and effect and is not subject to any default thereunder by any party obligated to the Partnership pursuant thereto. Except as specifically identified on Schedule 3.20(e) (the “Unobtained Consents” ), the Partnership has obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any Governmental Authority or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Acquisition and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ( “Third Party Consents” ). All Third Party Consents are listed on Schedule 3.20(e) . If requested by NII, the Partners agree to use their best efforts to provide all Unobtained Consents identified in Schedule 3.20(e) as Required Unobtained Consents (the “ Required Unobtained Consents ”) to NII within a reasonable time after Closing, and NII agrees to cooperate with the Partners to facilitate the Partners’ efforts to obtain such Required Unobtained Consents if reasonably requested to do so.

(f) The Partnership is not a “women’s business enterprise” or “woman-owned business concern” as defined in 48 C.F.R. § 52.204-5, or certified as such.

(g) The Partnership is not, a “minority business enterprise” or “minority-owned business concern” as defined in 48 C.F.R. § 52.219-8, nor has it held itself out to be such to any of its customers.

(h) The outstanding balances on all loans or credit agreements either (i) between the Partnership and any Person in which the Partners own a material interest, or (ii) guaranteed by the Partnership for the benefit of any Person in which the Partners own a material interest, are set forth in Schedule 3.20(h) .

(i) The pledge, hypothecation or mortgage of all or substantially all of the Partnership’s assets (including, without limitation, a pledge of the Partnership’s contract rights under any Material Contract) will not, except as set forth on Schedule 3.20(i) , (i) result in

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the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Partnership (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 3.20) pursuant to any of the terms and provisions of, any Material Contract to which the Partnership is a party or by which the property of the Partnership is bound.

3.21 Government Contracts .

(a) Except as set forth on Schedule 3.21 , the Partnership is not a party to any government contracts.

(b) The Partnership has not been suspended or debarred from bidding on contracts or subcontracts for any agency or instrumentality of the United States Government or any state or local government, nor, to the Knowledge of the Partnership, has any suspension or debarment action been threatened or commenced. There is no valid basis for the Partnership’s suspension or debarment from bidding on contracts or subcontracts for any agency of the United States Government or any state or local government.

(c) Except as set forth in Schedule 3.21 , the Partnership has not been, nor is it now being, audited, or investigated by any government agency, or the inspector general or auditor general or similar functionary of any agency or instrumentality, nor, to the Knowledge of the Partnership, has such audit or investigation been threatened.

(d) The Partnership has no dispute pending before a contracting office of, nor any current claim (other than the Accounts Receivable) pending against, any agency or instrumentality of the United States Government or any state or local government, relating to a contract.

(e) The Partnership is not in default or violation of any government contracts and has not, with respect to any government contract, received a cure notice advising the Partnership that it is or was in default or would, if it failed to take remedial action, be in default under such contract.

(f) The Partnership has not submitted any inaccurate, untruthful, or misleading cost or pricing data, certification, bid, proposal, report, claim, or any other information relating to a contract to any agency or instrumentality of the United States Government or any state or local government.

(g) To the knowledge of the Partnership and the Partners, no employee, agent, consultant, representative, or Affiliate of the Partnership is in receipt or possession of any competitor or government proprietary or procurement sensitive information related to the Partnership’s business under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized.

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(h) Each of the Partnership’s government contracts has been issued, awarded or novated to the Partnership in the Partnership’s name.

3.22 Insurance . Schedule 3.22 sets forth a complete and accurate list, as of the Interim Balance Sheet Date, of all insurance policies carried by the Partnership and all insurance loss runs or worker’s compensation claims received for the past two (2) policy years. The Partnership has delivered to NII true, complete and correct copies of all current insurance policies, all of which are in full force and effect. All premiums due and payable under all such policies have been paid and the Partnership is otherwise in substantial compliance with the terms of such policies. To the Knowledge of the Partnership, there have been no threatened terminations of, or threatened material premium increases with respect to, any of such policies.

3.23 Environmental Matters .

(a) Hazardous Materials . Other than as set forth on Schedule 3.23 , no underground storage tanks and no amount of Hazardous Materials are present in, on or under any property, including the land and the improvements, ground water and surface water thereof, that the Partnership has at any time owned, operated, occupied or leased. Schedule 3.23 identifies all underground and aboveground storage tanks, and the capacity, age and contents of such tanks, located on Real Property owned or leased by the Partnership.

(b) Hazardous Materials Activities . The Partnership has not transported, stored, used, manufactured, disposed of or released, or exposed its employees or others to, Hazardous Materials in violation of any law in effect on or before the Closing Date, nor has the Partnership disposed of, transported, sold, or manufactured any product containing a Hazardous Material (collectively, “Partnership Hazardous Materials Activities” ) in violation of any rule, regulation, treaty or statute promulgated by any Governmental Authority in effect prior to or as of the date hereof to prohibit, regulate or control Hazardous Materials or any Partnership Hazardous Material Activity. Schedule 3.23 identifies all Partnership Hazardous Materials Activities currently conducted or formerly conducted by the Partnership.

(c) Permits . The Partnership does not hold any environmental approvals, permits, licenses, clearances and consents and none are required for the conduct of the Partnership’s businesses as such businesses are currently being conducted or are proposed to be conducted.

(d) Environmental Liabilities . No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Knowledge of the Partnership, threatened against the Partnership concerning any Hazardous Material or any Partnership Hazardous Materials Activity. There are no past or present actions, activities, circumstances, conditions, events, or incidents that could reasonably be expected to involve the Partnership (or any Person whose liability the Partnership has retained or assumed, either by contract or operation of law) in any environmental litigation, or to impose upon the Partnership (or any Person whose liability the Partnership has retained or assumed, either by contract or operation of law) any environmental liability including, without limitation, common law tort liability.

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(e) Knowledge Qualifier . Notwithstanding the above, with respect to any of the common areas used by the Partnership, its employees, consultants or customers, in connection with the Partnership’s use of any Leased premises, the representations made in this Section 3.23 shall be limited to the actual knowledge of the Partnership and the Partners.

3.24 Labor and Employment Matters . With respect to employees of and service providers to the Partnership:

(a) for purposes of this Section 3.24 and Section 3.25, the phrases “Partnership’s Knowledge,” “to the Knowledge of the Partnership” or words of similar import include, in addition to those Persons designated in the first paragraph of this Section, the Knowledge of anyone responsible for the Partnership’s human resources;

(b) the Partnership is and has been in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, sexual harassment, workers’ compensation, family and medical leave, the Immigration Reform and Control Act, and occupational safety and health requirements, and have not and are not engaged in any unfair labor practice;

(c) there is not now, nor within the past three (3) years has there been, any unfair labor practice complaint against the Partnership pending or, to the Partnership’s Knowledge, threatened, before the National Labor Relations Board, the Equal Employment Opportunity Commission or any other comparable state or local authority;

(d) there is not now, nor within the past three (3) years has there been, any labor strike, slowdown or stoppage actually pending or, to the Partnership’s Knowledge, threatened, against or directly affecting the Partnership;

(e) to the Partnership’s Knowledge, no labor representation organization effort exists nor has there been any such activity within the past three (3) years;

(f) no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending and, to the Partnership’s Knowledge, no claims therefore exist or have been threatened;

(g) the employees of the Partnership are currently not, and have never been represented by any labor union, and no collective bargaining agreement is binding and in force against the Partnership nor is any currently being negotiated by the Partnership;

(h) all Persons classified by the Partnership as independent contractors do satisfy and have satisfied the requirements of law to be so classified, and the Partnership has

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fully and accurately reported their compensation on IRS Forms 1099 when required to do so. Schedule 3.24 contains a list of all IRS Forms 1099 that have been issued by the Partnership in the last three fiscal years , and the aggregate amount in dollars reported under IRS Forms 1099 for each such fiscal year;

(i) the Partnership has no Knowledge that any executive or key employee or any group of employees has plans to terminate his, her or their employment with the Partnership; and

(j) during the past five (5) years, there have been no claims or allegations brought against the Partnership or any partner or employee of the Partnership or other Person with whom an employee may have dealings through his or her employment by the Partnership, with respect to employment, employment practices or terms or conditions of employment, including, without limitation, claims alleging sexual harassment or discrimination.

3.25 Employee Benefit Plans .

(a) Schedule 3.25 contains a complete and accurate list of all Partnership Plans and Partnership Benefit Arrangements. Schedule 3.25 specifically identifies all Partnership Plans (if any) that are Qualified Plans.

(b) With respect, as applicable, to Employee Benefit Plans and Benefit Arrangements (except as set forth on Schedule 3.25 ):

(i) true, correct, and complete copies of all the following documents with respect to each Partnership Plan and Partnership Benefit Arrangement, to the extent applicable, have been delivered to NII or its designee: (A) all documents constituting the Partnership Plans and Partnership Benefit Arrangements, including but not limited to, trust agreements, insurance policies, service agreements, and formal and informal amendments thereto; (B) the most recent Forms 5500 or 5500C/R and any financial statements attached thereto and those for the prior three (3) years; (C) the last IRS determination letter, the last IRS determination letter that covered the qualification of the entire plan (if different), and the materials submitted by the Partnership to obtain those letters; (D) the most recent summary plan description; (E) the most recent written descriptions of all non-written agreements relating to any such plan or arrangement; (F) all reports submitted within the four (4) years preceding the date of this Agreement by third-party administrators, actuaries, investment managers, consultants, or other independent contractors; (G) all notices that were given within the four (4) years preceding the date of this Agreement by the IRS, Department of Labor, or any other Governmental Authority with respect to any plan or arrangement; and (H) employee manuals or handbooks containing personnel or employee relations policies;

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(ii) the Partnership 401(k) Plan is the only Qualified Plan. The Partnership has never maintained or contributed to another Qualified Plan. The Partnership 401(k) Plan qualifies under Section 401(a) of the Code, and any trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and nothing has occurred with respect to the design or operation of any Qualified Plans that could cause the loss of such qualification or exemption or the imposition of any liability, lien, penalty, or tax under ERISA or the Code;

(iii) the Partnership has never sponsored or maintained, had any obligation to sponsor or maintain, or had any liability (whether actual or contingent, with respect to any of its assets or otherwise) with respect to any Employee Benefit Plan subject to Section 302 of ERISA or Section 412 of the Code or Title IV of ERISA (including any Multiemployer Plan);

(iv) each Partnership Plan and each Partnership Benefit Arrangement has been maintained in accordance with its constituent documents and with all applicable provisions of the Code, ERISA and other laws, including federal and state securities laws;

(v) there are no pending claims or lawsuits by, against, or relating to any Employee Benefit Plans or Benefit Arrangements that are not Partnership Plans or Partnership Benefit Arrangements that would, if successful, result in liability of the Partnership, or the Partners, and no claims or lawsuits have been asserted, instituted or, to the Knowledge of the Partnership, threatened by, against, or relating to any Partnership Plan or Partnership Benefit Arrangement, against the assets of any trust or other funding arrangement under any such Partnership Plan, by or against the Partnership with respect to any Partnership Plan or Partnership Benefit Arrangement, or by or against the plan administrator or any fiduciary of any Partnership Plan or Partnership Benefit Arrangement, and the Partnership does not have Knowledge of any fact that could form the basis for any such claim or lawsuit. The Partnership Plans and Partnership Benefit Arrangements are not presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, and no matters are pending with respect to the Partnership 401(k) Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs;

(vi) no Partnership Plan or Partnership Benefit Arrangement contains any provision or is subject to any law that would prohibit the transactions contemplated by this Agreement or that would give rise to any vesting of benefits, severance, termination, or other payments or liabilities as a result of the transactions contemplated by this Agreement;

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(vii) with respect to each Partnership Plan, there has occurred no non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code) or transaction prohibited by Section 406 of ERISA or breach of any fiduciary duty described in Section 404 of ERISA that would, if successful, result in any liability for the Partnership, or the Partners or employee of the Partnership;

(viii) all reporting, disclosure, and notice requirements of ERISA and the Code have been fully and completely satisfied with respect to each Partnership Plan and each Partnership Benefit Arrangement;

(ix) all amendments and actions required to bring the Partnership Benefit Plans into conformity with the applicable provisions of ERISA, the Code, and other applicable laws have been made or taken except to the extent such amendments or actions (A) are not required by law to be made or taken until after the Closing and (B) are disclosed on Schedule 3.25 ;

(x) payment has been made of all amounts that the Partnership is required to pay as contributions to the Partnership Benefit Plans as of the last day of the most recent fiscal year of each of the plans ended before the date of this Agreement; all benefits accrued under any unfunded Partnership Plan or Partnership Benefit Arrangement will have been paid, accrued, or otherwise adequately reserved in accordance with GAAP as of the Interim Balance Sheet Date; and all monies withheld from employee paychecks with respect to Partnership Plans have been transferred to the appropriate plan within thirty (30) days of such withholding;

(xi) the Partnership has not prepaid or prefunded any Welfare Plan through a trust, reserve, premium stabilization, or similar account, nor does it provide benefits through a voluntary employee beneficiary association as defined in Section 501(c)(9) of the Code;

(xii) no statement, either written or oral, has been made by the Partnership to any Person with regard to any Partnership Plan or Partnership Benefit Arrangement that was not in accordance with the Partnership Plan or Partnership Benefit Arrangement and that could have an adverse economic consequence to the Partnership;

(xiii) the Partnership has no liability (whether actual, contingent, with respect to any of its assets or otherwise) with respect to any Employee Benefit Plan or Benefit Arrangement that is not a Partnership Benefit Arrangement or with respect to any Employee Benefit Plan sponsored or maintained (or which has been or should have been sponsored or maintained) by any ERISA Affiliate;

(xiv) all group health plans of the Partnership and its Affiliates have been operated in material compliance with the requirements of Sections 4980B of

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the Code (and its predecessor), 5000 of the Code and Part 7 of ERISA, and the Partnership has provided, or will have provided before the Closing Date, to individuals entitled thereto all required notices and coverage pursuant to Section 4980B of the Code with respect to any “qualifying event” (as defined therein) occurring before or on the Closing Date; and

(xv) no employee or former employee of the Partnership or beneficiary of any such employee or former employee is, by reason of such employee’s or former employee’s employment, entitled to receive any benefits, including, without limitation, death or medical benefits (whether or not insured) beyond retirement or other termination of employment as described in Statement of Financial Accounting Standards No. 106, other than (i) death or retirement benefits under a Qualified Plan, (ii) deferred compensation benefits accrued as liabilities on the closing statement or (iii) continuation coverage mandated under Section 4980B of the Code or other applicable law.

(c) Schedule 3.25 hereto contains the most recent quarterly listing of workers’ compensation claims and a Schedule of workers’ compensation claims of the Partnership for the last three (3) fiscal years.

(d) Schedule 3.25 hereto sets forth an accurate list, as of the date hereof, of all employees of the Partnership who earned more than $75,000 in the Partnership’s most recent fiscal year and all employment agreements (written or oral) with such employees, and the rate of compensation (and the portions thereof attributable to salary, bonus, and other compensation respectively) of each such Person as of the Interim Balance Sheet Date.

(e) Except as set forth on Schedule 3.25 , the Partnership has not declared or paid any bonus compensation in contemplation of the transactions contemplated by this Agreement.

(f) Except as set forth on Schedule 3.25 , there are no Contingent Deferred Sales Charges ( “CDSC’s” ) or similar surrender fees, asset charges or other penalties that will become payable as a result of the termination of any Partnership Plan or Partnership Benefit Arrangement or the merger of the assets of such Partnership Plan or Partnership Benefit Arrangement into a plan or benefit arrangement of NII. To the extent that any such CDSC’s or similar charges or penalties are payable upon such event, the Partners shall pay such amounts at Closing or, with the concurrence of NII, NII may pay such amounts and the Consideration shall be reduced accordingly.

3.26 Taxes .

(a) The Partnership qualifies (and has since the date of its formation qualified) to be treated as a partnership for federal income tax purposes, and neither the Partnership, nor any Partner nor any Governmental Authority has taken a position inconsistent with such treatment.

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(b) The Partnership has timely filed all Tax Returns due on or before the Closing Date, and such Tax Returns are true, correct and complete in all respects.

(c) The Partnership has paid in full on a timely basis all Taxes owed by it shown on any Tax Return.

(d) The amount of the Partnership’s liability for unpaid Taxes as of the Interim Balance Sheet Date did not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) shown on the Interim Balance Sheet, and the amount of the Partnership’s liability for unpaid Taxes for all periods or portions thereof ending on or before the Closing Date will not exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals are reflected on the books and records of the Partnership on the Closing Date.

(e) The Partnership has never had an interest in a “foreign business entity” as such term is defined in Section 6038 of the Code.

(f) The Partnership has a taxable year ending on the last Sunday of December in each year.

(g) The Partnership currently utilizes the modified accrual method of accounting for income Tax purposes and such method of accounting has not changed in the past five (5) years. The Partnership has not agreed to, and is not and will not be required to, make any adjustments under Section 481(a) of the Code as a result of a change in accounting methods.

(h) The Partnership has withheld and paid over to the proper Governmental Authorities all Taxes required to have been withheld and paid over and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid to any employee, independent contractor, creditor, or other third party and in connection with any amounts of income or gain allocated to any Partner.

(i) Except as set forth in Schedule 3.26 , the Tax Returns of the Partnership have never been audited by a government or taxing authority nor is any such audit in process, pending or threatened (either in writing or verbally). No deficiencies have been asserted (either in writing or verbally) or are expected to be asserted with respect to Taxes of the Partnership or any Partner, and neither the Partnership nor any Partner has received notice (either in writing or verbally) or expects to receive notice that it or he has not filed a Tax Return or paid Taxes required to be filed or paid by it or him. Neither the Partnership nor any Partner is a party to any action or proceeding for assessment or collection of Taxes, and no such event has been asserted or threatened (either in writing or verbally) against the Partnership, any Partner, or any of the Partnership’s assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns of the Partnership or any Partner. The Partners have disclosed in their federal income tax returns all positions taken with respect to the Partnership that could give

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rise to a substantial understatement penalty within the meaning of Section 6662 of the Code. No claim has ever been made by an authority in a jurisdiction where the Partnership does not file Tax Returns that the Partnership is or may be subject to taxation by that jurisdiction.

(j) There are (and as of immediately following the Closing there will be) no Liens on the assets of the Partnership relating to or attributable to Taxes owing by the Partnership.

(k) To the Partnership’s Knowledge, there is no basis for the assertion of any claim relating or attributable to Taxes owing by the Partnership which, if adversely determined, would result in