EXHIBIT 2
Irrevocable Proxy and Voting Agreement
Xxxxxxx Offshore Restructuring Fund, Inc. ("Seller") is this date
selling, free and clear of all liens, claims and voting restrictions, 86,502
shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne
Industries, Inc. (the "Company") to Xxxx Enterprises, Inc. (the "Purchaser").
Seller will own beneficially an additional 145,867 shares of the Company
following the sale to the Purchaser and certain others on or before May 16, 1997
(the "Unpurchased Shares").
IRREVOCABLE PROXY
Seller hereby makes, constitutes and appoints the Purchaser or its designee
with full power to appoint a nominee or nominees to act hereunder from time to
time the true and lawful attorney and proxy of Seller to vote the Purchased
Shares at all annual and special meetings of stockholders of the Company, and
any postponements or adjournments thereof, and to take any action by written
consent with the same force and effect as Seller might or could do, hereby
ratifying and confirming all that the said attorney or its nominee or nominees
shall do or cause to be done by virtue hereof. This power and proxy is coupled
with an interest and is irrevocable and shall remain irrevocable for a period of
three years. Seller further agrees to take such further action (which may
include a letter of direction to the broker holding the Purchased Shares in
street name to vote the Purchased Shares as instructed by Purchaser) as shall be
reasonably necessary to allow Purchaser to vote the Shares at any such meeting
or by written consent.
VOTING AGREEMENT
Seller further agrees that for a period of one year following the date of
this instrument, it will vote one-half of the Unpurchased Shares of the
Corporation not sold by it within such one-year period only as instructed by
Purchaser, and that with respect to any such Unpurchased Shares sold or
otherwise transferred by Seller within 90 days of the date hereof ("Transferred
Shares"), Seller, unless such Transferred Shares have been voted on such matters
after the date hereof and prior to such transfer, will require the buyer or
transferee to agree for the remainder of such 90-day period to vote one-half of
such Transferred Shares only as instructed by Purchaser with respect to the
election of directors of the Corporation and on any issues relating to the
Corporation's Shareholder Rights Plan.
IN WITNESS WHEREOF, each of the undersigned has caused this instrument to
be executed by its duly authorized representative this 15th day of May, 1997.
XXXXXXX OFFSHORE RESTRUCTURING FUND, INC.
By:
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Name:
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Title:
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PURCHASER:
XXXX ENTERPRISES, INC.
By:
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Name:
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Title:
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