EXHIBIT (c)(3)
DRAFT 10/05/92
ENVIROTEST SYSTEMS CORP.
AMENDMENT XX. 0
Xxxxxxxxx Xx. 0, dated as of November 10, 1992, to the Amended and
Restated Stockholders' Agreement, dated as of April 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, on the date hereof, the Company is issuing and selling, pursuant
to the Envirotest Systems Corp. 1992 Employee Stock Purchase Plan, shares of
Class B Common Stock, par value $.01 per share, of the Company to, among
others, each of Xxxxxxxx Xxx, Xxxxxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxxx,
Xxxxxx X. XxXxxxxxx, Xxxxx X. Xxxxxxxxxx, Xxxx X. Xxxxxxxxx, Xxxxx X.
Xxxxxxxxxxx, Xxxxxx X. Xxxxxx and Xxx Xxxx, each an employee of certain
subsidiaries of the Company (each, an "Employee"); and
WHEREAS, the Company desires to amend the Agreement to effect the
addition of each Employee as a Stockholder and as a Management Stockholder;
and
WHEREAS, Section 20(b) of the Agreement provides for amendment of the
Agreement to effect the addition of any person or entity as a Stockholder
without the consent of the other parties thereto.
NOW, THEREFORE, each Employee is hereby added as a Stockholder and as a
Management Stockholder.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the
date first written above.
ENVIROTEST SYSTEMS CORP.
By:
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Name:
Title:
