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EXHIBIT 10.45
June 28, 2000
Leo E. Zickler
Francis P. Lavin
Robert B. Downing
Mark E. Schifrin
Marc B. Abrams
Richard R. Singleton
7200 Wisconsin Avenue
Suite 1100
Bethesda, Maryland 20814
Re: Oxford Tax Exempt Fund II Limited Partnership
Gentlemen:
This letter is in reference to the Acquisition Agreement, of even date
herewith, by and between the undersigned and the recipients of this letter.
Capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Acquisition Agreement.
Although we have no current definitive plan regarding OTEF, the OTEF
BAC holders, or the assets of OTEF, in the event that the undersigned were to
propose generally to OTEF BAC holders any Acquisition Transaction at any time
within the three year period ending on the first Closing under the Acquisition
Agreement, to the extent consideration is offered, whether cash, notes,
securities or other property, the total consideration offered per BAC will not
be less than ninety percent (90%) of the book value per BAC reported by OTEF for
the calendar quarter immediately preceding the date of such Acquisition
Transaction. The undersigned acknowledge that the most recently reported book
value per BAC as of the date of this letter is $36.28.
Very truly yours,
Apartment Investment and Management
Company, a Maryland corporation
By: /s/ PETER K. KOMPANIEZ
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Name: Peter K. Kompaniez
Title: President
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AIMCO Properties, L.P.,
a Delaware limited partnership
By: AIMCO-GP, Inc.
(General Partner)
By: /s/ PETER K. KOMPANIEZ
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Name: Peter K. Kompaniez
Title: President
AIMCO/NHP Properties, Inc.,
a Delaware corporation
By: /s/ PETER K. KOMPANIEZ
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Name: Peter K. Kompaniez
Title: President
NHP Management Company,
a District of Columbia corporation
By: /s/ PATRICK J. FOYE
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Name: Patrick J. Foye
Title: Executive Vice President
