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Exhibit 99.2
CAMDEN VOTING AGREEMENT
This VOTING AGREEMENT ("AGREEMENT") is entered into on December 16,
1997 by and among Oasis Residential, Inc., a Nevada corporation (the
"COMPANY"), and each of the undersigned shareholders (such shareholders each
individually referred to herein as a "MAJOR SHAREHOLDER" and collectively as
the "MAJOR SHAREHOLDERS") of Camden Properties Trust, a Texas real estate
investment trust ("CAMDEN").
WHEREAS, pursuant to an Agreement and Plan of Merger dated December
16, 1997 (the "MERGER AGREEMENT") among Camden, Camden Subsidiary II, Inc., a
Delaware corporation and a direct wholly owned subsidiary of Camden ("CAMDEN
SUB"), and Oasis Residential, Inc., a Nevada corporation (the "COMPANY"), the
Company will be merged with and into Camden Sub (the "MERGER") (all capitalized
terms used but not defined herein shall have the meanings set forth in the
Merger Agreement);
WHEREAS, pursuant to the Merger Agreement, and to induce the Company
to enter into the Merger Agreement, Camden 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 1.6% 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 Exhibit A 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
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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 that 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 amendment or modification of
the terms of the Merger Agreement approved by the board of trust managers 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 contemplated thereby.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE MAJOR
SHAREHOLDERS
Each of the Major Shareholders represents and
warrants to the Company as follows:
6.14 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.
6.15 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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6.16 The Camden Shares set forth opposite the name of such Major
Shareholder on Exhibit A 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 and damages would be difficult to determine,
and that the parties shall
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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.
OASIS RESIDENTIAL, INC.
By: /s/ Scott S. Ingraham
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Name: Scott S. Ingraham
Title: President and Chief
Operating Officer
/s/ Richard J. Campo
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Richard J. Campo
/s/ D. Keith Oden
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D. Keith Oden
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