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"), Cruises Only, Inc., a
Florida corporation (the "Company"), and Xxxxx Xxxxxx, an individual residing in
the City of Orlando, Florida, and Xxxx Xxxxxx, an individual residing in the
City of Orlando, Florida (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 III. Annex III to the Agreement is hereby deleted
in its entirety and replaced with Annex III attached hereto.
4. Amendment to Annex V. Annex V to the Agreement is hereby deleted in
its entirety and replaced with Annex V attached hereto.
5. Amendment to Employment Agreements. The Employment Agreements of
each of the Stockholders, forms of which are attached as Annex VIII to the
Agreement, are hereby amended as follows:
a. The first sentence of Paragraph 2(a) of Xxxx Xxxxxx'x
Employment Agreement is amended by deleting
"$125,000" as the base salary and inserting "$13,000"
as the base salary.
b. The third sentence of Paragraph 2(a) of each
Employment Agreement shall be deleted and replaced
with the following in each agreement respectively: In
Xxxxx Xxxxxx'x agreement, the third sentence should
read: "If Xxxx Xxxxxx shall cease to be employed by
the Company, the base salary payable hereunder to
Employee shall remain at $125,000 per year." In Xxxx
Xxxxxx'x agreement, the third sentence should read:
"If Xxxxx Xxxxxx shall cease to be employed by the
Company, the base salary payable hereunder to
Employee shall be increased to $125,000 per year."
c. The salary changes set forth in (a) and (b) above
shall be effective only for the initial three (3)
year term (the "Term") set forth in Paragraph 5 of
the Employment Agreements. Salaries for any
continuation
following the initial three (3) year Term shall be
negotiated between the parties.
6. Amendment to Section 18.6. The third sentence of Section 18.6 of the
Agreement is hereby amended to read: "Notwithstanding the foregoing, if the
transactions contemplated by this Agreement are consummated, TSII shall
reimburse the COMPANY and the STOCKHOLDERS for such reasonable attorneys' fees
and accounting fees upon the closing of the IPO up to $125,000 plus such
additional fees, expenses and disbursements as are required by Section 3.5 and
as currently set forth on Schedule 18.6 and such other costs and expenses as
will be set forth on Schedule 18.6 prior to the Pre-Closing Date as costs or
expenses incurred as a result of not structuring the transactions contemplated
hereby as a merger.
7. Amendments to Schedule 5.25, 7.2, and 7.3. The paragraph entitled
"JULY TAX DISTRIBUTIONS" on each of Schedules 5.25, 7.2 and 7.3 of the Agreement
is hereby amended by inserting "the close of business on" after the phrase "to
be paid on the income of the Company from" in the second line of such paragraph.
8. No Other Amendments. Except as previously 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.
9. 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.
10. Governing Law. This Amendment shall be construed in accordance with
the laws of the State of Florida.
11. 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
CRUISES ONLY, INC.
By: \s\ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx
President
STOCKHOLDERS:
\s\ Xxxxx Xxxxxx
------------------------------
Xxxxx Xxxxxx, Individually
\s\ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx, Individually
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