EXHIBIT 99(c)
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."
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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 Xxxxx 00, 0000, (X) 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 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/ Xxxxxxx Xxxxxx
----------------------------
Name:
Title:
CHEMICAL EQUITY ASSOCIATES,
A California Limited Partnership
By: CHEMICAL VENTURE PARTNERS,
its general partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name:
Title:
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HANSEATIC CORPORATION
By: [Illegible]
----------------------------
Name:
Title:
XXXX PARTNERS, L.P.
By: KPGP Corporation
its general partner
By: [Illegible]
----------------------------
Name:
Title:
TSG VENTURES INC.
By: /s/ Xxxxxxxxx Xxxxxxxxxx
----------------------------
Name:
Title:
AMOCO VENTURE CAPITAL COMPANY
By: /s/ Xxxxx Xxxxxx
----------------------------
Name:
Title:
UNC VENTURES II, L.P.
By: /s/ Xxxxxx Digger III
----------------------------
Name:
Title:
UNC VENTURES, INC.
By: /s/ Xxxxxx Digger III
----------------------------
Name:
Title:
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MESBIC VENTURES, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
----------------------------
Xxxxxx Xxxxxx
----------------------------
Xxxx X. Xxxxxxxxxxx
----------------------------
Xxxxxxxx Xxx
/s/ Xxxxxx X. XxXxxxxxx
----------------------------
Xxxxxx X. XxXxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxx
----------------------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxx
----------------------------
Xxxx Xxxxx
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxxxx
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/s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxxxxxx X. Xxxxxx
----------------------------
Xxxxxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxxxxxxx
----------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx
----------------------------
Xxxxxxxx X. Xxxx
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