VOTING AGREEMENT
This VOTING AGREEMENT ("Agreement") is entered into as of December
16, 1996 by and among Paragon Group, Inc., a Maryland corporation (the
"COMPANY"), Camden Property Trust, a Texas real estate investment trust
("CAMDEN"), and each of the undersigned shareholders of Camden (such
shareholders each individually referred to herein as a "MAJOR SHAREHOLDER" and
collectively as the "MAJOR SHAREHOLDERS");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
December 16, 1996 (the "MERGER AGREEMENT") among Camden, Camden Subsidiary, 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 (f) of the Merger Agreement, in order
to induce the Company to enter into the Merger Agreement, the Company has agreed
to use its best efforts to cause the persons who are identified on Annex B to
the Merger Agreement to execute and deliver to the Company a Voting Agreement;
WHEREAS, approximately 4.1 percent of the beneficial and record
ownership of the issued and outstanding shares of beneficial interest, $.01 par
value per share, of Camden (the "CAMDEN SHARES") are held, in the aggregate, by
the Major Shareholders 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 CAMDEN SHARES
Each Major Shareholder 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 Major Shareholder, 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 Camden Shares now owned or hereafter
acquired by such Major Shareholder, except for transfers to independent
charitable foundations or institutions and except for transfers approved in
writing by the Company, (b) grant any proxies, deposit any Camden Shares into a
voting trust or enter into a voting
agreement with respect to any Camden Shares or (c) take any action which would
have the effect of preventing or disabling the Major Shareholder from performing
its obligations under this Agreement.
SECTION 2. VOTING
Each Major Shareholder agrees during the Term, to cast all votes
attributable to Camden Shares now and hereafter beneficially owned by such Major
Shareholder at any annual or special meeting of shareholders of Camden,
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 Camden), 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.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE MAJOR SHAREHOLDERS
Each of the Major Shareholders represents and warrants to the
Company 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 Shareholder 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 Shareholder is a
party or by which such Major Shareholder is bound or affected, which conflict,
violation, breach or default would materially and adversely affect such Major
Shareholder's ability to perform this Agreement.
(b) Such Major Shareholder 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 Shareholder'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 Shareholder for the performance
of such Major Shareholder'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
Shareholder's ability to perform this Agreement.
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(c) The Camden Shares set forth opposite the name of such Major
Shareholder on Schedule 3(c) hereto are the only Company Shares owned
beneficially or of record by such Major Shareholder or over which such person
exercises voting control.
SECTION 4. UNDERSTANDING OF THIS AGREEMENT
Each Major Shareholder has carefully read this Agreement and has
discussed its requirements, to the extent such Major Shareholder believes
necessary, with its counsel (which may be counsel to Camden). The undersigned
further understands that the parties to the Merger Agreement will be proceeding
in reliance upon this Agreement.
SECTION 5. 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 6. 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 7. 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 8. 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 9. 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
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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 10. 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 11. 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 12. 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.
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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.
THE COMPANY:
PARAGON GROUP, INC.
By: /s/ William R. Cooper
Name: William R. Cooper
Title:
CAMDEN:
CAMDEN PROPERTY TRUST
By: /s/ Richard J. Campo
Name: Richard J. Campo
Title: Chairman of the Board
MAJOR SHAREHOLDERS:
/s/ Michael W. Biggs
Michael W. Biggs
/s/ Richard J. Campo
Richard J. Campo
/s/ G. Steven Dawson
G. Steven Dawson
/s/ James M. Hinton
James M. Hinton
/s/ D. Keith Oden
D. Keith Oden
/s/ H. Malcolm Stewart
H. Malcolm Stewart
SCHEDULE 3(C)
MAJOR SHAREHOLDER SHARES % SHARES
- ----------------- ------ --------
Michael W. Biggs 21,163 .01
Richard J. Campo 296,682 1.8
G. Steven Dawson 22,163 0.1
James M. Hinton 11,983 0.1
D. Keith Oden 294,085 1.8
H. Malcolm Stewart 28,018 0.2
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