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EXHIBIT II
ASSIGNMENT AND ASSUMPTION OF ACQUISITION RIGHTS
THIS ASSIGNMENT AND ASSUMPTION OF ACQUISITION RIGHTS (this "ASSIGNMENT"),
is made by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey
corporation ("ASSIGNOR"), STRATEGIC VALUE INVESTORS, LLC, a Delaware limited
liability company ("SVI-US"), STRATEGIC VALUE INVESTORS INTERNATIONAL, LLC, a
Delaware limited liability company ("SVI-INTERNATIONAL"; each of SVI-US and
SVI-International, an "ASSIGNEE," and collectively, the "ASSIGNEES") and XXXXXXX
X. XXXXX RESIDENTIAL REALTY, INC., a Maryland corporation ("XXXXX").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Purchase Agreement (the "PURCHASE
AGREEMENT") dated as of September 17, 1997, by and between Assignor and Xxxxx,
Xxxxx has agreed to sell to Assignor (a) 1,450,000 shares of common stock of
Xxxxx and (b) 1,216,666 shares of Series B Cumulative Convertible Redeemable
Preferred Stock of Xxxxx (collectively, the "SECURITIES");
WHEREAS, pursuant to the terms of this Assignment and in accordance with
Section 7.2 of the Purchase Agreement, Assignor desires to assign all of its
rights and obligations with respect to certain of the Securities to the
Assignees;
WHEREAS, the Assignees desire to accept such assignment and assume all of
Assignor's rights and obligations with respect to such assigned Securities;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. Assignment of Purchase Rights. Assignor hereby assigns, sets over and
transfers to each Assignee and each Assignee hereby assumes from Assignor, all
of Assignor's rights and obligations under the Purchase Agreement with respect
to those Securities identified as being assigned to such Assignee on Schedule I
attached hereto (the "ASSIGNED ACQUISITION RIGHTS").
2. Agreement of Xxxxx. Xxxxx, by its signature below, acknowledges and
consents to the transfer from Assignor to the Assignees of Assignor's rights and
obligations under the Purchase Agreement with respect to the Assigned
Acquisition Rights.
3. Dividend Adjustment. Assignor, SVI-US and SVI-International shall pay
to Xxxxx, promptly after the receipt of dividends for the quarter ended
September 30, 1997, an amount equal to $118,776.00. Such amount shall be paid by
Assignor and
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each Assignee in proportion to their percentage interests in the Securities.
4. Counterparts. This Assignment may be executed in counterparts, each of
which shall be an original and all of which counterparts taken together shall
constitute one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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DATED, DELIVERED AND EFFECTIVE as of this 2nd day of October, 1997.
ASSIGNOR:
THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation
By: /s/ XXXXXX X. XXXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
ASSIGNEES:
STRATEGIC VALUE INVESTORS, LLC,
a Delaware limited liability company
By: The Prudential Investment
Corporation, a New Jersey
corporation, its attorney-in-fact
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
STRATEGIC VALUE INVESTORS INTERNATIONAL,
LLC, a Delaware limited liability
company
By: Strategic Value Investors
International Ltd., a Cayman
Islands company, it manager
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED:
XXXXXXX X. XXXXX RESIDENTIAL REALTY,
INC., a Maryland corporation
By: /s/ XXXXXX X. XXXXXXX, XX.
--------------------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President
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SCHEDULE I
ASSIGNED ACQUISITION RIGHTS
% Common Preferred
Assignee Assigned Shares Shares
--------------------------- -------------- --------------- ----------------
SVI-US 78.57% 1,139,286 955,952
SVI-International 10.93% 158,464 132,964
-------------- --------------- ----------------
Total 89.50%
Assigned:
Total Retained
By Assignor: 10.50% 152,250 127,750
============== =============== ================
Total
Securities: 100% 1,450,000 1,216,666
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