GUNTHER INTERNATIONAL LTD. One Winnenden Road Norwich, CT 06360-1570 November 28, 2001
Exhibit 2
▇▇▇▇▇▇▇ INTERNATIONAL LTD.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
November 28, 2001
To The Parties Identified
On Exhibit A Attached Hereto
Re: Termination of Voting Agreement dated October 2, 1998
Dear Sirs:
Reference is made to that certain voting agreement by and between ▇▇▇▇▇▇▇ International Ltd. (the "Company"), ▇▇▇▇▇▇▇ Partners, LLC ("▇▇▇▇▇▇▇ Partners"), Park Investment Partners, Inc., the Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Four Partners and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ dated as of October 2, 1998.
In connection with the closing held today with regard to (1) the Company’s rights offering, (2) the Standby Purchase Agreement by and between the Company and ▇▇▇▇▇▇▇ Partners dated as of October 24, 2001 and (3) certain related transactions referred to in the Recapitalization Agreement dated June 25, 2001 by and between (among others) the Company and ▇▇▇▇▇▇▇ Partners, the Company hereby confirms that it has today reacquired and cancelled all of the unpaid debt issued under the Omnibus Agreement, dated as of October 2, 1998.
In accordance with the terms of Section 3.3(b) of the Voting Agreement, the Company hereby provides notice that the Voting Agreement has terminated effective on the date of this letter.
Very truly yours, ▇▇▇▇▇▇▇ INTERNATIONAL, LTD. |
|||
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
Name: Title: |
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President/Chief Financial Officer |
cc: |
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq. |
Page 7 of 17 Pages
EXHIBIT A
ADDRESS LIST
Park Investment Partners, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ Partners, LLC
c/o Tisch Family Interests
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
The Estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
c/o The United States Trust Company of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, #▇-▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Four Partners
c/o Tisch Family Interests
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Page 8 of 17 Pages