Exhibit 7.2
TERMINATION OF VOTING AGREEMENT
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THIS TERMINATION OF VOTING AGREEMENT ("Termination Agreement") is
entered into by and between TURKEY VULTURE FUND XIII, LTD., an Ohio limited
liability company (the "Fund") and J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a resident of the State of
North Carolina (collectively, the "Voting Stockholders") effective October 8,
2003 (the "Effective Date").
WHEREAS, as of the date of this Termination Agreement, the Voting
Stockholders own a total of 284,718 shares of common stock of Energy West,
Incorporated, a Montana corporation ("Energy West");
WHEREAS, pursuant to the Voting Agreement dated July 30, 2003, each of
the Voting Stockholders agreed to vote at the Energy West 2003 Annual Meeting of
Stockholders (the "Annual Meeting") as follows: (i) in favor of the election of
the following directors nominated by the Voting Stockholders: ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, and (ii) against any action, proposal or agreement that would result in
any of the director nominees as listed in the Voting Agreement not being elected
at the Annual Meeting;
WHEREAS, pursuant to the preliminary proxy statement filed on September
24, 2003 with the Securities and Exchange Commission by a committee of Energy
West stockholders, of which the Voting Stockholders are members of, only Messrs.
Osborne, Gorman, ▇▇▇▇▇▇ and ▇▇▇▇▇ were nominated for election at the Annual
Meeting; and
WHEREAS, the Voting Stockholders mutually desire to terminate the
Voting Agreement and release each of the Voting Stockholders from any
obligations thereunder on the terms and subject to the conditions set forth
below;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. As of the Effective Date, (a) the Voting Agreement is hereby
terminated and of no further force or effect, and (b) each of the Voting
Stockholders hereby releases any and all claims that either may now or hereafter
have under or with respect to the Voting Agreement.
2. No change or modification of this Agreement shall be valid unless
the same is in writing and signed by all of the parties hereto. This Agreement
shall inure to the benefit of and shall be binding upon the parties hereto and
their respective successors and assigns.
3. The parties intend that this Agreement be governed by, and construed
and enforced in accordance with, the internal, substantive laws of the State of
Ohio.
4. This Agreement sets forth all of the promises, agreements,
conditions, understandings, representations and warranties between the parties
with respect to the subject matter hereof, and there are no promises,
agreements, conditions, understandings, representations or warranties, oral or
written, express or implied, between the parties relating to the subject matter
hereof other than as set forth herein.
5. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.
IN WITNESS WHEREOF, the parties have executed this Termination of
Voting Agreement as of the date first written above.
"VOTING STOCKHOLDERS"
TURKEY VULTURE FUND XIII, LTD.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Sole Manager
/s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇