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"), Auto-Europe, Inc. (Maine),
a Maine corporation (the "Company"), and Xxxx Xxxxxxx, an individual residing in
the City of Portland, Maine, Xxxx Xxxxx, an individual residing in the City of
Portland, Maine, Xxxxxxx Xxxxxx, as Trustee for Xxxxxxxx Xxxxx, and Xxxxxxx
Xxxxxx, as Trustee for Xxxx Xxxxx (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 Section 10.3. Section 10.3(ii) of the
Agreement is hereby deleted in its entirety and replaced with the following:
"(ii) TSII shall file or cause to be filed all separate Returns of, or that
include, the LLC for all taxable periods ending after the Funding and
Consummation Date."
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 Schedules 5.25, 7.2 and 7.3. The paragraph
entitled "PERMITTED DISTRIBUTIONS" on Schedules 5.25, 7.2 and 7.3 to the
Agreement is hereby deleted in its entirety and replaced with the following:
"PERMITTED DISTRIBUTIONS. The Company has made distributions to
shareholders totaling $1.1 million prior to the date hereof. Further,
prior to the Funding and Consummation Date, the Company may make
distributions of all cash and cash equivalents in an amount not to
exceed (a) $700,000 plus (b) an estimated amount equal to the tax
obligations of the Stockholders on any income of the Company for the
period from January 1, 1997, through the Funding and Consummation Date,
in excess of $3.2 million (the "Permitted Tax Distribution"), subject
to adjustment as soon as practicable after the Funding and Consummation
Date to correspond with the actual tax obligations of the Stockholders
for such amount for such period. To the extent that the Company makes
additional distributions in excess of $700,000 (not including the
Permitted Tax Distribution), the cash consideration set forth in Annex
III to the Agreement shall be reduced by an amount equal to such excess
amount.
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
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Elan X. Xxxxxxxxx
President
AUTO-EUROPE, INC. (MAINE)
By:/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
President
STOCKHOLDERS:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Individually
/s/ Xxxx Xxxxx
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Xxxx Xxxxx, Individually
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Xxxxxxx Xxxxxx, as Trustee for Xxxxxxxx Xxxxx
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Xxxxxxx Xxxxxx, as Trustee for Xxxx Xxxxx
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