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EXHIBIT 2.10
THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT
AND PLAN OF MERGER
THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
(this "Amendment") is made and entered into this October ___, 1997, among THE
XXXXXX XXXXXXX GROUP, LLC (the "Selling Shareholder"), THE XXXXXX XXXXXXX
GROUP, INC. ("Xxxxxx"), and 800 TRAVEL SYSTEMS, INC. ("Travel Systems").
(A) The parties hereto are parties to that certain Amended and Restated
Agreement and Plan of Merger dated as of November 11, 1996, as amended by that
certain First Amendment thereto dated as of September 8, 1997, and as further
amended by that certain Second Amendment thereto dated October 17, 1997
(collectively "the Merger Agreement"), pursuant to which Xxxxxxx will merge
with and into Travel Systems, all in accordance with, and subject to, the terms
and conditions therein set forth.
(B) The parties now wish to amend further the Merger Agreement as set
forth in this Agreement.
(C) All capitalized terms used in this Amendment shall have the same
meanings ascribed to them in the Merger Agreement, unless otherwise indicated
herein.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto, each intending to be
legally bound hereby, agree as follows:
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1. Amendments to Article VIII.
The parties hereby amend the Merger Agreement by adding the following
sections, designated 5. and 6., at the end of Article VIII thereof and
immediately prior to the provisions of Article IX thereof:
5. Effectiveness of Registration Statement.
Travel Systems agrees that, for a period of one year following the
effective date of the IPO, Travel Systems shall take whatever action is
necessary or appropriate to keep the Registration Statement effective
with the SEC.
6. NASDAQ Listing.
In addition to the other covenants herein set forth, Travel systems
agrees that all stock to be registered with the SEC pursuant to the
Registration Statement shall be listed on NASDAQ at a price not less than
$5.00 per share.
2. Ratification. Except as specifically amended hereby, the parties
hereby ratify and confirm the Merger Agreement in all respects and further
agree that the same shall remain in full force and effect in accordance with
its terms.
3. Miscellaneous. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, both substantive and
remedial, without giving effect to the principles of conflicts of law and
choice of law thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment, all
as of the day and year first above written.
THE XXXXXX XXXXXXX GROUP, LLC
By: /s/ XXXXX XXXXXXXX
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Its: Partner
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THE XXXXXX XXXXXXX GROUP, INC.
By: /s/ XXXXX XXXXXXXX
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Its: President
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800 TRAVEL SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXXX
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Its: President
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