EXHIBIT 99.2
This STOCKHOLDERS VOTING AGREEMENT, dated as of August 14, 1997, between
certain holders of the shares of outstanding voting Common Stock, $0.01 par
value per share ("Common Stock"), of the Company (as defined below) set forth on
the signature page hereof (each, a "Stockholder" and, collectively, the
"Stockholders") and Prometheus Homebuilders LLC, a Delaware limited liability
company (the "Purchaser"). Capitalized terms not otherwise defined herein have
the meaning ascribed to them in the Stock Purchase Agreement (as hereinafter
defined).
RECITALS
A. Concurrently with the execution of this Agreement, pursuant to a Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of August 14, 1997,
by and between The Fortress Group, Inc., a Delaware corporation (the "Company")
and the Purchaser, the parties thereto agreed to a series of transactions,
including the sale to the Purchaser of certain shares of the Company's Class AA
Preferred Stock and Class AB Preferred Stock (all such transactions between the
Company and the Purchaser are hereinafter collectively referred to as the
"Transactions").
B. As an additional inducement to the Purchaser to enter into the
Transactions, each of the Stockholders have agreed to vote in favor of the
Transactions on the terms set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Voting of Shares. During the term of this Agreement for so long as
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such Stockholder shall be the owner of any Shares (as hereinafter defined), each
of the Stockholders covenants and agrees with each other Stockholder and the
Purchaser, to vote (which term shall include taking action without a meeting by
written consent) such number of Shares that may be voted by such Stockholder in
favor of the Transactions.
2. Shares. The term "Shares" as used herein shall mean any and all shares
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of the capital stock of the Company (including Common Stock) which carry voting
rights (including any voting rights which arise by reason of default) now owned
or subsequently acquired by a Stockholder through purchase, gift, stock splits,
stock dividends and exercise of stock options.
3. Termination. This Agreement shall terminate at the Second Closing (as
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defined in the Stock Purchase Agreement). Each Stockholder hereby agrees not to
sell, transfer or otherwise dispose of any of its Shares until the Second
Closing (other than Shares pledged by Xxxxxxx X. Xxxxx, Xx. as of the date
hereof pursuant to an existing loan agreement).
4. No Revocation. The voting agreements contained herein are coupled with
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an interest and may not be revoked prior to termination in accordance with
Section 3, except by
written consent of the Purchaser, the Company and the Stockholders owning a
majority of the Shares.
5. Irrevocable Proxy. Each Stockholder hereby constitutes and appoints
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the Purchaser as the proxy of the Stockholder and hereby authorizes the
Purchaser to represent and to vote all of the Shares in favor of the approval of
the Transactions at the Stockholders Meeting and at every adjournment or
postponement thereof, to the same extent and with the same effect as the
Stockholder might or could do under applicable law, rules and regulations. The
proxy granted pursuant to the immediately preceding sentence is given in
consideration of the agreements and covenants of the Company pursuant to this
Agreement and as such is coupled with an interest and shall be irrevocable
unless and until this Agreement terminates pursuant to Section 3 hereof. The
Stockholder hereby revokes any and all previous proxies granted with respect to
any of the Shares and shall not hereafter, unless and until this Agreement
terminates pursuant to Section 3 hereof, purport to grant any other proxy or
power of attorney with respect to any of the Shares, deposit any of the Shares
into a voting trust or enter into any agreement (other than this Agreement),
arrangement or understanding with any Person, directly or indirectly, to vote or
grant any proxy or give instructions with respect to the voting of any of the
Shares.
6. General.
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(a) Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware, without regard to any
principles of conflicts of law.
(b) Notices. All notices, requests, demands and other communications
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under this Agreement shall be in writing and shall be deemed given if delivered
personally or by facsimile transmission (with subsequent letter confirmation by
mail) or three days after being mailed by certified or registered mail, postage
prepaid, return receipt requested, to the parties, their successors in interest
or their assigns at the following addresses, or at such other addresses as the
parties may designate by written notice in the manner aforesaid:
If to the Stockholders: ATTN: [Stockholder Name]
c/o The Fortress Group, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: J. Xxxxxxxx Xxxxxxx
with a copy to: Arent Fox Xxxxxxx Xxxxxxx & Xxxx
0000 Xxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx
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If to the Purchaser: Prometheus Homebuilders LLC
c/o Lazard Freres Real Estate Investors, LLC
Thirty Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxx Xxxxxxx
Xxxxx X. Xxxxx
with a copy to: Xxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: R. Xxxxxx Xxxxxxxxx
(c) Entire Agreement. This Agreement contains the entire
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understanding among the parties hereto and supersedes any prior understandings
and agreements, either oral or written, between or among the parties hereto
relating to the subject matter hereof.
(d) Equitable Remedies. In addition to legal remedies, in recognition
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of the fact that remedies at law may not be sufficient, the parties (and their
permitted successors and assigns) shall be entitled to equitable remedies for
breaches or defaults hereunder, including, without limitation, specific
performance and injunction.
(e) Amendment. No amendment, modification or termination of any
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provision of this Agreement shall be valid unless in writing and signed by the
Purchaser, the Company and Stockholders owning a majority of the Shares.
(f) Binding Agreement: Successors and Assigns. This Agreement shall
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be binding upon the parties hereto and their respective successors and legal
representatives; provided, however, that the rights and obligations of the
Purchaser under this Agreement shall not be assigned to any party other than:
(i) to an affiliate of the Purchaser or to any entity with which the Purchaser
merges or combines; or (ii) with the consent of the Stockholders owning a
majority of the Shares.
(g) Counterparts. This Agreement may be executed in several
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counterparts, and as so executed shall constitute one agreement, binding on all
of the parties hereto, notwithstanding that all the parties are not a signatory
to the original or the same counterparts.
(h) No Waiver; Cumulative Remedies. No failure or delay on the part
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of any party in exercising any right, power or remedy hereunder shall, except to
the extent expressly provided herein, operate as a waiver hereof, nor shall any
single or partial exercise of any right, power or remedy preclude any other
future exercise thereof or the exercise of any other right, power or remedy
hereunder. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.
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(i) Severability. The provisions of this Agreement are severable, and
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if any clause or provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such clause or
provision shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the validity or
enforceability of such clause or provision in any other jurisdiction or the
remaining provisions hereof in any jurisdiction.
(j) By its execution and delivery of this Agreement, each Stockholder
represents and warrants to the Purchaser that it owns 100% of the Shares set
forth opposite its name on the signature page hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, this agreement has been executed by the parties hereto
as of the day and year first above written.
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
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by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
_________________________________
by: _____________________________
Name:
Title:
PROMETHEUS HOMEBUILDERS LLC
by: _____________________________
Name:
Title:
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