EXHIBIT 2.4
AMENDMENT TO
PLAN OF MERGER
THIS IS AN AMENDMENT (the "Amendment") to that certain PLAN OF MERGER ("the
Plan") dated July 10, 1997, by and between Airways Corporation, a Delaware
corporation ("Airways"), and ValuJet, Inc., a Nevada corporation ("VJET"),
herein sometimes referred to as the "Surviving Corporation", said corporations
being hereinafter collectively referred to as the "Constituent Corporations".
It is agreed as follows:
1. The reference on page 2 of the Plan to "Section 78.451 or the Nevada
Revised Statutes" is hereby changed to "Section 92A.100 of the Nevada Revised
Statutes."
2. Paragraph A of Article IV of the Plan is hereby amended to read as
follows:
"On the Effective Date of the Merger the members of the board of
directors of the Surviving Corporation shall consist of four
persons to be selected by VJET prior to the Closing and three persons
to be selected by Airways prior to the Closing. Of such seven (7)
members of the Board of Directors, three (3) of such members selected
by VJET and two (2) of such members selected by Airways shall continue
to hold their positions as directors until the 1999 shareholders
meeting and thereafter until the election and qualification of their
respective successors or until they shall resign, die or otherwise
cease to hold such directorships in accordance with the bylaws of the
Surviving Corporation."
3. Except as expressly modified herein, the Plan shall remain in full
force and effect.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused this
Amendment to be executed by its respective duly authorized officers as of the
_____ day of September, 1997.
VALUJET, INC.
By: /s/ D. Xxxxxx Xxxx
-----------------------------
Title: Executive Vice President
--------------------------
AIRWAYS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
