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LOUISVILLE HOUSING AUTHORITY <br />c/o Boulder County Housing Authority <br />P. O.Box471 <br />Boulder, Colorado 80306 <br />March 330 2012 <br />Melvina E. Lloyd <br />J.P. Morgan Capital Corporation <br />Chase Tower • <br />10 S. Dearborn Si.. <br />12th Floor Mail Code 11.1 -0502 <br />Chicago. IL 60603 <br />Re: Lincoln Street Elderly Limited Partnership <br />Dear Ms. Lloyd: <br />I am writing with respect to Lincoln Street Elderly Limited Partnership (the "Partnership "), which owns <br />the affordable senior housing development in Louisville, Colorado, known as Lydia Morgan Apartments <br />(the "Project "). BancOne Community Development Corp. ( "BancOne CDC ") is a limited partner in the <br />Partnership. The Partnership has entered into a Right of First Refusal agreement with Housing Authority <br />of the City of Louisville ( "LHA ") dated December ., 1996 (the "Right of First Refusal ") pursuant to <br />which the Partnership has granted LHA a right of first refusal to acquire the Project at the end of the <br />"Compliance Period" (as defined in the partnership agreement for the Partnership). <br />This is to notify BancOne CDC and its representative, J.P. Morgan Capital Corporation, that, in lieu of <br />exercising its rights to purchase the Project under the Right of First Refusal, LHA desires to purchase the <br />interest of BancOne CDC in the Partnership. Due to the fact that the Compliance Period has expired, <br />LHA is prepared to acquire the interest of BancOne CDC as.soon as is convenient for all parties. LHA is <br />making a similar proposal to the other limited partner in the Partnership. <br />Based upon the purchase price formula under the Right of First Refusal, we believe that the purchase <br />price for the interest of BancOne CDC should be the tax liability of BancOne CDC on the sale of its <br />interest. I understand that you will prepare your determination of that amount for our review, but let me <br />know if you have any questions in that regard. <br />The Boulder County Housing Authority is currently managing the activities of LHA, and will be the point <br />of contact with you on behalf of LHA. Ben Doyle with the Boulder County Attorney's office, will be <br />assisting LHA, as will Paul Smith at Bryan Cave HRO, with whom I understand you have worked on <br />other projects. <br />We appreciate your willingness to move forward in this manner, and look forward to completing the <br />transaction in the near future. <br />Sincerely. <br />Frank Alexander <br />Executive Director, Boulder County Housing Authority <br />Manager, Housing Authority of the City of Louisville <br />cc: Ben Doyle, Esq. <br />#105931 v2 bou <br />10 <br />