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Exhibit 99.2
VOTING AGREEMENT
VOTING AGREEMENT
dated as of October 23, 2005, between Prime Property Fund,
LLC, a Delaware limited liability company
("PURCHASER"), and the Persons listed
on signature pages hereof (each, a
"SHAREHOLDER" and, collectively, the
"SHAREHOLDERS").
WHEREAS, each
Shareholder owns the number of common shares of beneficial
interest, par value $0.01 per share, of
AMLI Residential Properties Trust, a
Maryland real estate investment trust (the
"COMPANY") (including any equity
interests into which such common shares may
be converted or exchanged after the
date hereof, and together with any
associated preferred share purchase rights,
the "COMPANY SHARES") set forth opposite
such Shareholder's name on Schedule A
hereto (such Company Shares, together with
any other equity interests in the
Company acquired by any Shareholder after
the date hereof and during the term of
this Agreement, being collectively referred
to herein as the "SUBJECT SHARES");
WHEREAS,
concurrently with the execution and delivery of this Agreement,
Purchaser, Atom Acquisition LLC, a Delaware
limited liability company
("PURCHASER ACQUISITION ENTITY"), Atom
Acquisition Partners, L.P., a Delaware
limited partnership ("PURCHASER ACQUISITION
LP" and, together with Purchaser
Acquisition Entity and Purchaser, the
"PURCHASER PARTIES"), the Company and AMLI
Residential Properties, L.P., a Delaware
limited partnership ("AMLI LP"), are
entering into an Agreement and Plan of
Merger, dated as of the date hereof (as
amended, the "MERGER AGREEMENT"), providing
for the merger of the Company with
and into Purchaser Acquisition Entity (the
"MERGER"), followed by the merger of
Purchaser Acquisition LP with and into AMLI
LP (the "PARTNERSHIP MERGER" and,
together with the Merger, the "MERGERS"),
in each case upon the terms and
conditions set forth therein; and
WHEREAS, as an
inducement to the Purchaser Parties entering into the Merger
Agreement and incurring the obligations set
forth therein, Purchaser has
required that the Shareholders enter into
this Agreement, and the Shareholders
desire to enter into this Agreement.
NOW, THEREFORE,
the parties hereto agree as follows:
Section 1.
Definitions. Capitalized terms used herein and not defined
shall
have the meanings specified in the Merger
Agreement.
Section 2.
Representations and Warranties of Each Shareholder. Each
Shareholder, severally and not jointly,
represents and warrants to Purchaser as
follows:
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(a) Authority.
Such Shareholder has all requisite power and authority to
enter into this Agreement and to consummate
the transactions contemplated
hereby. This Agreement has been duly
authorized, executed and delivered by such
Shareholder and constitutes a valid and
binding obligation of such Shareholder
enforceable in accordance with its
terms.
(b) No
Conflicts. Neither the execution and delivery of this Agreement,
nor
the consummation of the transactions
contemplated hereby or compliance with the
terms hereof will violate, conflict with or
result in a breach, or constitute a
default (with or without notice or lapse of
time or both) under any provision
of, any trust agreement, loan or credit
agreement, note, bond, mortgage,
indenture, lease or other agreement,
instrument, permit, concession, franchise,
license, judgment, order, notice, decree,
statute, law, ordinance, rule or
regulation applicable to such Shareholder
or to such Shareholder's property or
assets.
(c) The Subject
Shares. Such Shareholder is the beneficial owner of and has
good and marketable title to, the Subject
Shares set forth opposite such
Shareholder's name on Schedule A hereto,
free and clear of any mortgage, lien,
pledge, charge, encumbrance, security
interest or other adverse claim, except as
indicated on Schedule B. Such Shareholder
does not own, of record or
beneficially, any shares of beneficial
interest of the Company other than the
Subject Shares set forth opposite such
Shareholder's name on Schedule A hereto.
Such Shareholder has the sole right to
vote, or to dispose, of such Subject
Shares, and none of such Subject Shares is
subject to any agreement, arrangement
or restriction (other than with respect to
restricted shares) with respect to
the voting of such Subject Shares, except
as contemplated by this Agreement.
There are no agreements or arrangements of
any kind, contingent or otherwise,
obligating such Shareholder to sell,
transfer, assign, grant a participation
interest in, option pledge, hypothecate or
otherwise dispose or encumber (each,
a "TRANSFER"), or cause to be Transferred,
any of the Subject Shares. No Person
has any contractual or other right or
obligation to purchase or otherwise
acquire any of the Subject Shares.
(d) Litigation.
There is no action, proceeding or investigation pending or
threatened against such Shareholder that
questions the validity of this
Agreement or any action taken or to be
taken by such Shareholder in connection
with this Agreement.
Section 3.
Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to each Shareholder
as follows:
(a) Authority.
Purchaser has all requisite limited liability company power
and authority to enter into this Agreement
and to consummate the transactions
contemplated hereby. The execution and
delivery of this Agreement by Purchaser,
and the consummation of the transactions
contemplated hereby, have been duly
authorized by all necessary limited
liability company action on the part of
Purchaser. This Agreement has been duly
executed and delivered by
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Purchaser and constitutes a valid and
binding obligation of Purchaser
enforceable in accordance with its
terms.
(b) No
Conflicts. Neither the execution and delivery of this Agreement,
nor
the consummation of the transactions
contemplated hereby or compliance with the
terms hereof will violate, conflict with or
result in a breach, or constitute a
default (with or without notice or lapse of
time or both) under any provision
of, the limited liability company agreement
of Purchaser, any trust agreement,
loan or credit agreement, note, bond,
mortgage, indenture, lease or other
agreement, instrument, permit, concession,
franchise, license, judgment, order,
notice, decree, statute, law, ordinance,
rule or regulation applicable to
Purchaser or to Purchaser's property or
assets.
Section 4.
Covenants of Each Shareholder. Until the termination of this
Agreement in accordance with Section 7,
each Shareholder, severally and not
jointly, agrees as follows:
(a) At any
meeting of shareholders of the Company called to vote upon the
Merger and the Merger Agreement or at any
adjournment thereof or in any other
circumstances upon which a vote, consent or
other approval (including by written
consent) with respect to the Merger and the
Merger Agreement is sought, each
Shareholder shall vote (or cause to be
voted) its Subject Shares in favor of the
approval of the Merger and the Merger
Agreement and each of the transactions
contemplated by the Merger Agreement.
(b) At any
meeting of shareholders of the Company or at any adjournment
thereof or in any other circumstances upon
which a vote, consent or other
approval of all or some of the shareholders
of the Company is sought, each
Shareholder shall vote (or cause to be
voted) its Subject Shares against (i) any
merger agreement or merger (other than the
Merger Agreement and the Merger),
consolidation, combination, sale or
transfer of a material amount of assets,
reorganization, recapitalization,
dissolution, liquidation or winding up of or
by the Company or any Competing
Transaction, and (ii) any amendment of the
Company's Declaration of Trust or Bylaws or
other proposal or transaction
involving the Company or any of its
subsidiaries, which amendment or other
proposal or transaction would in any manner
delay, impede, frustrate, prevent or
nullify the Mergers, the Merger Agreement
or any of the other transactions
contemplated by the Merger Agreement or
change in any manner the voting rights
of Company Shares. Subject to Section 5,
each Shareholder further agrees not to
commit or agree to take any action
inconsistent with the foregoing.
(c) Except as
provided in Section 4(d), each Shareholder agrees not to,
after the date of this Agreement, directly
or indirectly, (i) Transfer or enter
into any agreement, option or other
arrangement (including any profit sharing
arrangement) with respect to the Transfer
of, any Subject Shares to any Person,
other than pursuant to the Merger Agreement
or (ii) grant any proxies, deposit
any Subject Shares into any voting trust or
enter into any voting arrangement,
whether
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by proxy, voting agreement or otherwise,
with respect to the Subject Shares,
other than pursuant to this Agreement.
Subject to Section 4(d), each Shareholder
further agrees not to commit or agree to
take any of the foregoing actions.
(d)
Notwithstanding the foregoing, each Shareholder shall have the
right to
Transfer its Subject Shares to a Permitted
Transferee (as defined in this
Section 4(d)) of such Shareholder if and
only if such Permitted Transferee shall
have agreed in writing, in a manner
acceptable in form and substance to
Purchaser, (i) to accept such S
