EXHIBIT (c)(4)
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
Amendment No. 2, dated as of March 30, 1993, to the Amended and Restated
Stockholders' Agreement, dated as of April 10, 1992, as amended by Amendment
No. 1 to the Amended and Restated Stockholders' Agreement, dated as of
November 10, 1992 (the "Agreement"), among Envirotest Systems Corp., a
Delaware corporation (the "Company"), and the parties listed on the signature
pages thereto. Unless otherwise defined herein, all terms used herein shall
have the meaning ascribed to them in the Agreement.
WHEREAS, the parties to the Agreement desire to amend the Agreement to
accelerate by one year the date on which a Demand Registration, a Bank Demand
Registration and a New Investor Demand Registration may first be requested
under the Agreement.
NOW THEREFORE, in consideration of the agreements contained herein and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. AMENDMENT OF SECTION 6(a)(viii) OF THE AGREEMENT. Clause (viii) of
Section 6 (a) of the Agreement is hereby deleted in its entirety and replaced
by the following:
"(viii) "Warrant Registration Event" shall mean the earlier to occur of
(A) the date on which the Company first becomes subject to the reporting
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and (B) the date on which the
Company shall have failed to purchase all of the Warrants and/or Warrant
Shares set forth in a Put Notice pursuant to, and in accordance with,
Section 9 of the Warrant Agreement; PROVIDED that no Warrant
Registration event described in clause (B) above shall be deemed to have
occurred prior to the third anniversary of the date hereof."
2. AMENDMENT OF SECTION 6(b)(i) OF THE AGREEMENT. Clause (i) of Section
6(b) of the Agreement is hereby deleted in its entirety and replaced by the
following:
"(i) Upon the written request of one or more Holders holding in the
aggregate at least 50% of the Registrable Securities (the "Initiating
Holders") requesting that the Company effect the registration of such
Initiating Holders' Registrable Securities under the Securities Act
(which request shall specify the Registrable Securities so requested to
be registered, the proposed amounts thereof and the intended method of
disposition), the Company shall promptly give written notice of such
requested registration to all Holders and, as expeditiously as
reasonably possible, use its best efforts to effect the registration
under the Securities Act of the Registrable Securities that the Company
has been so requested to register, for disposition in accordance with
the intended method of disposition stated in such request. The Company
shall not be obligated to effect any registration pursuant to this
Section 6(b)(i) (A) before April 10, 1995, (B) during the 90 day period
commencing on the effective date of an underwritten primary offering of
the Company's equity securities (or such longer period reasonably
required by the managing underwriter(s) of such offering), or (C) after
the Company has effected one such registration pursuant to this Section
6(b)(i)."
3. AMENDMENT OF SECTION 6(b)(iii) OF THE AGREEMENT. Clause (iii) of
Section 6(b) of the Agreement is hereby deleted in its entirety and replaced
by the following:
"(iii) At any time after April 10, 1994, upon the request of one or more
Holders holding in the aggregate at least 51% of the New Investor Shares
that constitute Registrable Securities requesting that the Company
effect the registration of such Holders' Registrable Securities under
the Securities Act (which request shall specify the Registrable
Securities so requested to be registered, the proposed amounts thereof
and the intended method of disposition), the Company shall as
expeditiously as reasonably possible, use its best efforts to effect the
registration under the Securities Act of the Registrable Securities that
the Company has been so requested to register, for disposition in
accordance with the intended method of disposition stated in such
request (a "New Investor Demand Registration"). The Company shall not
be obligated to effect (A) more than one registration pursuant to this
Section 6(b)(iii) before April 10, 1995, or (B) more than a total of two
registrations pursuant to this Section 6(b)(iii).
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4. EFFECTIVE DATE OF AMENDMENT. This Amendment No. 2 shall become
effective upon the consummation of the initial public offering of the
Company's Class A Common Stock, par value $.01 per share; PROVIDED, HOWEVER,
that this Amendment No. 2 shall be of no force and effect if such offering is
not consummated on or prior to June 1, 1993.
5. MISCELLANEOUS.
(a) This Amendment shall be deemed part of the Agreement for any and
all purposes. The Agreement, except to the extent amended hereby, is in all
respects hereby ratified and confirmed and shall be and remain in full force
and effect without change.
(b) This Amendment may be executed in any number of counterparts, each
of which shall be and shall be taken to be an original, and all such
counterparts shall be taken together constitute one and the same instrument.
(c) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 as
of the date first written above.
ENVIROTEST SYSTEMS CORP.
BY: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Chairman of the Board
GEORGETOWN PARTNERS LIMITED
PARTNERSHIP
By: DHE PARTNERS, its general
partner
By: ROCKSPRING MANAGEMENT,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
APOLLO INVESTMENT FUND, L.P.
By: APOLLO ADVISORS, L.P.
its general partner
By: APOLLO CAPITAL MANAGEMENT,
INC., its general partner
By: /s/ [Illegible]
--------------------------
Name: [Illegible]
Title: Vice-President
CHEMICAL EQUITY ASSOCIATES,
A California Limited Partnership
By: CHEMICAL VENTURE PARTNERS,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: General Partner
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HANSEATIC CORPORATION
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Treasurer
XXXX PARTNERS, L.P.
By: KPGP Corporation,
its general partner
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
TSG VENTURES INC.
By: /s/ Xxxxxxxxx Xxxxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxxxx
Title: Principal
AMOCO VENTURE CAPITAL COMPANY
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: President
UNC VENTURES II, L.P.
By: /s/ Xxxxxx Xxxxxx III
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Name: Xxxxxx Xxxxxx III
Title: General Partner
UNC VENTURES, INC.
By: /s/ Xxxxxx Xxxxxx III
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Name: Xxxxxx Xxxxxx III
Title: President
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MESBIC VENTURES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Sr. VP/CFO
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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Xxxx X. Xxxxxxxxxxx
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Xxxxxxxx Xxx
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. XxXxxxxxx
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Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx 3/27/93
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Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxxx
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
/s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
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