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EXHIBIT 99.2
Elliott Associates, L.P.
712 Fifth Avenue
New York, New York 10019
Westgate International, L.P.
c/o Elliott Capital Management Corporation
712 Fifth Avenue
New York, New York 10019
Alexander Finance, L.P.
1560 Sherman Avenue
Evanston, Illinois 60201
June 30, 2000
Illinois Superconductor Corporation
451 Kingston Court
Mt. Prospect, Illinois 60056
RE: LETTER AGREEMENT AMONG PARTIES HERETO
DATED NOVEMBER 5, 1999 ("LETTER AGREEMENT")
Ladies and Gentlemen:
Reference is made to the Letter Agreement. Capitalized terms used in
this letter and not defined herein shall have the meanings provided therefor in
the Letter Agreement.
In Section 12 of the Letter Agreement the Company agreed to cause the
Charter Amendment to be adopted at the next annual meeting of stockholders to be
held prior to June 30, 2000. You have advised us that at the annual stockholders
meeting scheduled for today, the vote required for the adoption of the Charter
Amendment was not present and accordingly the meeting was adjourned until July
18. You have further advised us that you have been using your best efforts to
cause the Charter Amendment to be adopted at the meeting scheduled for June 30,
2000 and that you will continue to do so during the period of time commencing
today through the rescheduled meeting date.
Based upon the foregoing, and provided that the Company is using its
best efforts to cause the Charter Amendment to be adopted and filed on or before
July 18, each of the undersigned severally agrees to refrain from exercising its
rights to cause its Notes to be redeemed, pursuant to any right of redemption
arising out of the failure by the Company to adopt and file the Charter
Amendment on or before June 30, 2000, until July 18.
The Letter Agreement, as well as all documents relating to the Notes
and Warrants, shall remain in full force and effect.
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This letter may be executed in two or more counterparts, all of which
when taken together shall be considered one and the same instrument. This letter
shall not become effective until counterparts have been signed by each person
named as signatory thereto and delivered to each other such person and the
Company.
Sincerely,
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul Singer
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WESTGATE INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.
Attorney-in-Fact
By: /s/ Paul Singer
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ALEXANDER FINANCE, L.P.
By: /s/ Bradford T. Whitmore
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Bradford T. Whitmore
President of Bun Partners, Inc.
Its: General Partner
AGREED TO AND ACCEPTED
ILLINOIS SUPERCONDUCTOR CORPORATION
By: /s/ Cynthia Quigley
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