Letter Agreement Regarding Minimum Consideration for OTEF BAC Holders in Acquisition Transactions (AIMCO and Affiliates)

Summary

This letter agreement, dated June 28, 2000, is between Apartment Investment and Management Company (AIMCO) and its affiliates, and several individuals regarding the Oxford Tax Exempt Fund II Limited Partnership (OTEF). The parties agree that if AIMCO proposes an acquisition transaction to OTEF BAC holders within three years of the first closing under a related Acquisition Agreement, the consideration offered per BAC will be at least 90% of the most recently reported book value per BAC. The current book value per BAC is stated as $36.28.

EX-10.45 3 d81626ex10-45.txt LETTER, DATED JUNE 28, 2000 1 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 -------------------------------- Name: Peter K. Kompaniez Title: President 2 AIMCO Properties, L.P., a Delaware limited partnership By: AIMCO-GP, Inc. (General Partner) By: /s/ PETER K. KOMPANIEZ ---------------------------- Name: Peter K. Kompaniez Title: President AIMCO/NHP Properties, Inc., a Delaware corporation By: /s/ PETER K. KOMPANIEZ ------------------------------------- Name: Peter K. Kompaniez Title: President NHP Management Company, a District of Columbia corporation By: /s/ PATRICK J. FOYE ------------------------------------- Name: Patrick J. Foye Title: Executive Vice President