EXHIBIT 9.2
AMENDMENT NO. 1 TO THE
VOTING TRUST AGREEMENT
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Amendment No. 1, dated as of November 29, 1993, to the Voting Trust
Agreement, dated as of April 14, 1993 (the "Voting Trust Agreement"), by and
among National Auto/ Truckstops Holdings Corporation (the "Company"), United
States Trust Company of New York in its capacity as the Voting Trustee (the
"Voting Trustee") and the Operator Stockholders who are parties thereto (the
"Operator Stockholders," and each an "Operator Stockholder"). Capitalized terms
used herein but not otherwise defined have the respective meanings ascribed to
such terms in the Voting Trust Agreement.
WHEREAS, pursuant to Section 14.6 of the Voting Trust Agreement, the
Company, the Voting Trustee and the Operator Stockholders who are parties hereto
and who benefi cially own in the aggregate more than 50% of the votes
represented by the outstanding Shares desire to amend the Voting Trust Agreement
as set forth herein; and
WHEREAS, the beneficial owners of more than 50% of the outstanding
shares of the preferred stock of the Company (and the holders of the Class B
Common Stock, if any, issued upon conversion of such preferred stock), have
consented to this Amendment No. 1 pursuant to the proviso to the first sentence
of such Section 14.6.
NOW, THEREFORE, the parties hereto hereby agree as follows:
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1. AMENDMENT OF SECTION 3.1(C).
Section 3.1(c) of the Voting Trust Agreement is hereby amended by
deleting in its entirety the last sentence of Section 3.1(c) and substituting in
lieu thereof the following:
Except as otherwise provided in paragraph (e) of this Section
3.1, the Proposal Notice shall request each Operator Stockholder to return
the Proposal Ballot to the Voting Trustee promptly, but in any event such
that the Ballot shall be received not later than twenty days (such time
period being hereinafter referred to as the "Response Period") following
the date of mailing of the Proposal Notice (the date by which Ballots are
required to be received by the Voting Trustee herein after referred to as
"Proposal Determination Date").
2. AMENDMENT OF SECTION 3.1.
Section 3.1 of the Voting Trust Agreement is hereby amended by
inserting after paragraph (d) thereof the following new paragraph (e) of Section
3.1:
(e) Subject to the next sentence, the Proposal Determination
Date with respect to the Revised TA Proposal (as such term is defined in
the Consent Solicitation of the Company dated November 23, 1993, as
amended from time to time (the "Consent Solicitation")) made by the
Company in connection with the TA Acquisition (as such term is defined in
the Consent Solicitation), shall be November 30, 1993. The Board of
Directors of the Company may, from time to time, by a document signed in
writing by the Requisite Directors (as hereafter defined), determine the
Response Period (which may be more or less than twenty days) and the
corresponding Proposal Determination Date with respect to any Proposal or
amendment or supplement thereof relating to the TA Acquisition. "Requisite
Directors" means directors of the Company consisting of both a two-thirds
majority of the Board of Directors of the Company and a majority of the
Operator Directors.
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3. AMENDMENT OF SECTION 14.6.
Section 14.6 of the Voting Trust Agreement is hereby amended
by deleting the first sentence of Section 14.6 and replacing it with the
following:
No amendment of any provision of this Agreement shall be valid
unless (a) signed in writing by the Voting Trustee and (b) upon the
consent of the Operator Stockholders who beneficially own more than 50
percent (50%) of the votes represented by the then outstanding Shares;
PROVIDED, HOWEVER, that no amendment, modification or waiver of any
material provision of this Agreement shall be valid or effective except
upon a consent approving such amendment by the holders of Convertible
Preferred Stock, Series I, par value $.01 per share ("Series I Convertible
Preferred Stock"), of the Company (and the holders of the Class B Common
Stock of the Company issued upon conversion of the Series I Convertible
Preferred Stock) who beneficially own more than 50 percent (50%) of such
outstanding shares of stock.
4. COUNTERPARTS.
This Amendment No. 1 may be executed in counter parts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the day and year first above-written.
NATIONAL AUTO/TRUCKSTOPS HOLDINGS
CORPORATION
By:
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Name:
Title:
UNITED STATES TRUST COMPANY OF NEW
YORK, AS VOTING TRUSTEE
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
