VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into as of December 16,
1996 by and among Camden Property Trust, a Texas real estate investment trust
("Camden"), Paragon Group, Inc., a Maryland corporation (the "Company"), and
each of the undersigned stockholders of the Company and/or limited partners in
Paragon Group L.P. (the "Operating Partnership") (such stockholders and/or
limited partners each individually referred to herein as a "Major
Securityholder" and collectively as the "Major Securityholders");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of December
16, 1996 (the "Merger Agreement") among Camden, Camden Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of Camden ("Camden Sub"),
and the Company, pursuant to which the Company will be merged with and into
Camden Sub (the "Merger") and Camden Sub shall be the survivor of the Merger
(all capitalized terms used but not defined herein shall have the meanings set
forth in the Merger Agreement);
WHEREAS, pursuant to Recital (e) of the Merger Agreement, in order to
induce Camden to enter into the Merger Agreement, the Company has agreed to
use its best efforts to cause the persons who are identified on Annex A to the
Merger Agreement to execute and deliver to Camden a Voting Agreement;
WHEREAS, approximately 7.5 percent of the beneficial and record ownership
of the issued and outstanding shares of common stock, $.01 par value per
share, of the company (the "Company Shares") and approximately 19.2 percent of
the beneficial and record ownership of the outstanding units of partnership
interest in the Company's Operating Partnership ("Units") are held, in the
aggregate, by the Major Securityholders in the manner set forth on Schedule
3(c) hereto;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Disposition of Company Shares and Units
Each Major Securityholder agrees, for the period from the date hereof
through the date on which the Merger is consummated or the Merger Agreement
terminates, whichever is earlier (such period hereinafter referred to as the
"Term"), that such Majority Securityholder, except as contemplated hereby, (a)
will not directly or indirectly sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other agreement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any Company Shares or Units now owned or
hereafter acquired by such Major Securityholder, except for transfers to
independent charitable foundations or institutions and except for transfers
approved in writing by Camden, (b) grant any proxies, deposit any Company
Shares or Units into a voting trust or enter into a voting agreement with
respect to any Company Shares or Units or (c) take any action which would have
the effect of preventing or disabling the Major Securityholder from performing
its obligations under this Agreement.
SECTION 2. Voting
Each Major Securityholder agrees during the Term, to cast all votes
attributable to Company Shares now and hereafter beneficially owned by such
Major Securityholder at any annual or special meeting of stockholders of the
Company, including any adjournments or postponements thereof (a "Meeting"),
(a) in favor of adoption of the Merger Agreement and the transactions
contemplated thereby (including any amendments or modifications of the terms
of the Merger Agreement approved by the board of directors of the Company),
and (b) against approval or adoption of any action or agreement (other than
the Merger Agreement or the transactions contemplated thereby) that would
impede, interfere with, delay, postpone or attempt to discourage the Merger
and the Transactions. Each Major Securityholder also agrees during the Term
to exercise all voting, consent and approval rights attributable to Units now
and hereafter beneficially owned by such Major Securityholder (a) approve and
consent to the amendment and restatement of the Operating Partnership
Agreement as provided in Section 1.4 of the Merger Agreement, (b) if the
Required Partnership Vote is not received with respect to (a), to approve and
consent to any Operating Partnership Transaction elected by the Company
pursuant to Section 1.4 of the Merger Agreement, and (c) vote against approval
or adoption of any action or agreement (other than the Merger Agreement or the
transactions contemplated thereby) that would impede, interfere with, delay,
postpone or attempt to discourage the Merger and the Transactions.
SECTION 3. Representations and Warranties of the Major Stockholders
Each of the Majority Securityholders represents and warrants to Camden as
follows:
(a) The execution and delivery of this Agreement and the consummation of
the transactions herein contemplated will not conflict with or violate any
law, regulation, court order, judgment or decree applicable to such Major
Securityholder, or conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become
a default) under any contract or agreement to which such Major Securityholder
is a party or by which such Major Securityholder is bound or affected, which
conflict, violation, breach or default would materially and adversely affect
such Major Securityholder's ability to perform this Agreement.
(b) Such Major Securityholder is not required to give any notice or make
any report or other filing with any governmental authority in connection with
the execution or delivery of this Agreement or the performance of such Major
Securityholder's obligations hereunder and no waiver, consent, approval or
authorization of any governmental or regulatory authority or any other person
or entity is required to be obtained by such Major Securityholder for the
performance of such Major Securityholder's obligations hereunder, other than
where the failure to make such filings, give such notices or obtain such
waivers, consents, approvals or authorizations would not materially and
adversely affect such Major Securityholder's ability to perform this
Agreement.
(c) The Company Shares set forth opposite the name of such Major
Securityholder on Schedule 3(c) hereto are the only Company Shares owned
beneficially or of record by such Major Securityholder or over which such
person exercises voting control. The Company Units set forth opposite the
name of such Major Securityholder on Schedule 3(c) hereto are the only Company
Units owned beneficially or of record by such Major Securityholder.
SECTION 4. Acknowledgment of Fiduciary Duty
Camden acknowledges that recommendation for approval by the Company's
Board of Directors of the Merger is subject to the fiduciary duties and
obligations of the Board of Directors to the Company's stockholders, which may
require the Board to withdraw such recommendation following acceptance of a
proposal with respect to a "Superior Competing Transaction" (as defined in the
Merger Agreement) in accordance with Section 7.1 of the Merger Agreement.
Nothing in this Agreement is intended to restrict or limit the Major
Securityholder's rights or obligations solely in his capacity as a director
and/or executive officer of the Company with respect to withdrawal of such
recommendation in such circumstances.
SECTION 5. Understanding of this Agreement
Each Major Securityholder has carefully read this Agreement and has
discussed its requirements, to the extent such Major Securityholder believes
necessary, with its counsel (which may be counsel to the Company). The
undersigned further understands that the parties to the Merger Agreement will
be proceeding in reliance upon this Agreement.
SECTION 6. Descriptive Headings
The descriptive headings herein are inserted for convenience only and are
not intended to be part of or to affect the meaning or interpretation of this
Agreement.
SECTION 7. Counterparts
This Agreement may be executed in counterparts, each of which when so
executed and delivered shall be an original, but all of such counterparts
shall together constitute one and the same instrument.
SECTION 8. Entire Agreement; Assignment
This Agreement (i) constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
hereto with respect to the subject matter hereof and (ii) shall not be
assigned by operation of law or otherwise.
SECTION 9. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS THEREOF.
SECTION 10. Specific Performance
The parties hereto agree that if any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached, irreparable damage would occur, no adequate remedy at law would
exist and damages would be difficult to determine, and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or equity.
SECTION 11. Parties in Interest
This Agreement shall be binding upon and inure solely to the benefit of
each party hereto, and nothing in this Agreement, express or implied, is
intended to or shall confer upon any other person or persons any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
SECTION 12. Amendment; Waivers
This Agreement shall not be amended, altered or modified except by an
instrument in writing duly executed by each of the parties hereto. No delay
or failure on the part of any party hereto in exercising any right, power or
privilege under this Agreement shall impair any such right, power or privilege
or be construed as a waiver of any default or any acquiescence thereto. No
single or partial exercise of any such right, power or privilege shall
preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto, unless made in writing and signed by the party
against whom enforcement of such waiver is sought, and then only to the extent
expressly specified therein.
SECTION 13. Conflict of Terms
In the event any provision of this Agreement is directly in conflict
with, or inconsistent with, any provision of the Merger Agreement, the
provision of the Merger Agreement shall control.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Voting Agreement, or have caused this Voting Agreement to be duly
executed and delivered in their names and on their behalf as of the date first
written above.
CAMDEN:
CAMDEN PROPERTY TRUST
By:/s/ Camden Property Trust
Name:
Title:
THE COMPANY:
PARAGON GROUP, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
Title
MAJOR SECURITYHOLDERS:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
PGI ASSOCIATES, L.P.
By: Texas PGI, Inc., a Texas corporation
General Partner
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
Title:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
FWP, L.P.
By: FW Genpar, Inc., a Texas corporation
General Partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Name:
Title:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Schedule 3(c)
MAJOR SECURITYHOLDER SHARES %SHARES UNITS %UNITS
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 342,921 2.32% 2,654,544* 14.37%
PGI Associates, L.P. 0 0 2,207,838 11.96%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. 597,000** 4.04% 892,622*** 4.83%
FWP, L.P. 595,000 4.02% 892,622 4.83%
▇▇▇▇▇ ▇. ▇▇▇▇▇ 96,658 0.65% 389,177**** 2.11%
▇▇▇ ▇. ▇▇▇▇▇ 40,847 0.28% 0 0%
▇▇▇▇▇ ▇. ▇▇▇▇▇ 20,080 0.14% 0 0%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 5,000 0.03% 0 0%
* Includes the 2,207,838 Units owned by PGI Associates L.P. and 376,471
Units owned by Gateway Mall Associates I, L.P.
** Includes the 595,000 shares owned by FWP, L.P.
*** Includes the 892,622 Units owned by FWP, L.P.
**** Includes 376,471 Units owned by Gateway Mall Associates I, L.P.
