EXHIBIT E
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 The Heico
Companies, L.L.C. (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: Restructuring Capital Associates, L.P.
its general partner
By: Xxxxxxx Capital Corporation,
its general partner
By:_________________________________________
Name:____________________________________
Title:___________________________________
PURCHASER:
THE HEICO COMPANIES, L.L.C.
By:_________________________________________
Name:____________________________________
Title:___________________________________
2
75252000.BA3
