FIRST AMENDMENT TO
AGREEMENT AND PLAN OF ORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION (the
"Amendment") is dated as of June 30, 1997, by and among Travel Services
International, Inc., a Delaware corporation ("TSII"), D-FW Tours, Inc., a Texas
corporation, D-FW Travel Arrangements, Inc., a Texas corporation (D-FW Tours,
Inc. and D-FW Travel Arrangements, Inc. are herein collectively referred to as
the "Company"), and Xxxx X. Xxxxxxxx, an individual residing in the City of
Dallas, Texas, and Xxxxxx Xxxxx Xxxxxxxx, an individual residing in the City of
Dallas, Texas (collectively, the "Stockholders").
In consideration of the mutual agreements herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. All capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement and Plan of Organization, dated as of May 9, 1997, by and among the
parties hereto (the "Agreement").
2. Amendment to Annex III. Annex III to the Agreement is hereby deleted
in its entirety and replaced with Annex III attached hereto.
3. Amendment to Annex V. Annex V to the Agreement is hereby deleted in
its entirety and replaced with Annex V attached hereto.
4. Amendment to Employment Agreement. The Employment Agreement of the
Stockholder, a form of which is attached as Annex VIII to the Agreement, is
hereby amended as follows:
a. The first sentence of Paragraph 2(a) of the
Employment Agreement is amended by deleting
"$150,000" as the base salary and inserting
"$100,000" as the base salary.
b. The last two sentences of Paragraph 2(a) of the
Employment Agreement are hereby deleted in their
entirety.
5. No Other Amendments. Except as expressly provided in this Amendment,
all of the terms and conditions of the Agreement remain unchanged, and the terms
and conditions of the Agreement as amended hereby remain in full force and
effect.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Governing Law. This Amendment shall be construed in accordance with
laws of the State of Delaware.
8. Captions. The headings of this Amendment are inserted for
convenience only and shall not constitute a part of this Amendment or be used to
construe or interpret any provision hereof.
[The next page is the signature page]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Agreement and Plan of Organization to be duly executed and delivered as of
the day and year first above written.
TRAVEL SERVICES INTERNATIONAL, INC.
By: /s/ Elan X. Xxxxxxxxx
--------------------------------
Elan X. Xxxxxxxxx
President
D-FW TOURS, INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
Chairman and Chief Executive Officer
D-FW TRAVEL ARRANGEMENTS, INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Xxxx Xxxxxxxx
President
STOCKHOLDERS:
/s/ Xxxx X. Xxxxxxxx
----------------------------------
Xxxx X. Xxxxxxxx, Individually,
as a stockholder of each of D-FW Tours,
Inc. and D-FW Travel Arrangements, Inc.
/s/ Xxxxxx Xxxxx Xxxxxxxx
----------------------------------
Xxxxxx Xxxxx Xxxxxxxx, Individually,
as a stockholder of each of D-FW Tours,
Inc. and D-FW Travel Arrangement, Inc.
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