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EXHIBIT 2.3
May 30, 1997
The Xxxxxx Xxxxxxx Group, Inc.
The Xxxxxx Xxxxxxx Group, LLC
c/o Xx. Xxxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxx, Xxxxxxxxxx 00000
Re: Interim Operating Agreement dated November 11, 1996 among 800
Travel Systems, Inc. ("Travel Systems"), the Xxxxxx Xxxxxxx
Group, LLC (the "Selling Shareholder") and the Xxxxxx Xxxxxxx
Group, Inc. (the "Company")(the "Interim Operating Agreement")
Dear Xxxxx:
The purpose of this letter is to set forth the agreement of the
above-referenced parties to supplement the Interim Operating Agreement as
follows:
Specifically, if the merger described in that certain Amended and
Restated Agreement and Plan of Merger dated as of November 11, 1996, does not
close on or before August 31, 1996 [sic], Travel Systems may terminate the
Interim Operating Agreement by giving 60 days' advance written notice thereof
to the Selling Shareholder and the Company, whereupon the Interim Operating
Agreement shall terminate at midnight (California time) on the 60th day after
such written notice is so given (such 60-day period is hereinafter referred to
as the "Notice Period"). During the Notice Period, Travel Systems shall pay
the expenses of the Business in the ordinary course, subject only to the
following:
(a) The Selling Shareholder shall be responsible for paying, when
due, all costs and expenses associated with any additional
staffing or personnel needs of the Business that arise at any
time during the Notice Period;
(b) The Selling Shareholder shall be responsible for paying, when
due, the wages, salaries and related taxes and expenses
associated with the employees described in Section 1 (ii) of
the Interim Operating Agreement; and
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The Xxxxxx Xxxxxxx Group, Inc.
The Xxxxxx Xxxxxxx Group, LLC
July 21, 1997
Page 2
(c) Travel Systems shall pay on or before August 31, 1997, the
telephone xxxx described on Exhibit A attached hereto.
Without limiting the generality of the foregoing, the parties agree
that the Worldspan debt described on Exhibit B hereto constitutes one of the
expenses of the Business that will be paid in the ordinary course by Travel
Systems during term of the Notice Period.
The parties further agree that the March 31, 1997 letter agreement
supplementing the Interim Operating Agreement as described therein is null and
void and has been superseded in its entirety by the terms and conditions of the
Amended and Restated Agreement in Plan of Merger among the parties hereto,
dated as of November 11, 1996.
Except as amended hereby, the parties hereto hereby ratify and confirm
the Interim Operating Agreement. Terms used but not defined herein shall have
the same meanings as described to them in the Interim Operating Agreement.
If the foregoing meets with your understanding of our agreement,
please sign and date where indicated on behalf of the Selling Shareholder and
the Company and return a fully executed copy of this document to me.
Sincerely
800 TRAVEL SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxxx
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Its: President
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Agreed to and accepted this
/s/ 30th day of May, 1997.
"Selling Shareholder"
THE XXXXXX XXXXXXX GROUP, LLC
By: /s/ Xxx Xxxxxxxx
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Its: Manager
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"Company"
THE XXXXXX XXXXXXX GROUP, INC.
By: /s/ Xxxxx Xxxxxxxx
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Its: President
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