May 22, 1996
VIA FACSIMILE MAIL
Lakeville Investors The Balcor Company Daniel J. Perlman, Esq.
c/o The Balcor Company 2355 Waukegan Road Katten Muchin & Zavis
2355 Waukegan Road Suite A200 Suite 2100
Suite A200 Bannockburn, IL 60015 525 W. Monroe Street
Bannockburn, IL 60015 Attn: Al Lieberman Chicago, IL 60661
Attn: Ilona Adams
Re: Agreement of Sale, dated as of the 23rd day of April, 1996 (the
"Agreement") between The Lakeville Investors, as Seller, and ERP
Operating Limited Partnership, as Purchaser, for the purchase of
Lakeville Apartments, Petaluma, California (the "Property").
Dear Ms. Adams and Messrs. Lieberman and Perlman:
Purchaser hereby requests that the Agreement be modified to change
"July 19, 1996" in the seventh line of Section 9 thereof to "August 3, 1996".
Please acknowledge Seller's acceptance of this modification to the Agreement
by executing this letter in the space provided below and returning it via
facsimile mail to Purchaser.
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland Real Estate Investment
Trust, its general partner
By: /s/ Bruce C. Strohm
----------------------------------
Bruce C. Strohm
Executive Vice President
Approved and Accepted this 22nd day of May, 1996
LAKEVILLE INVESTORS, an Illinois joint venture
By: The Balcor Company, a Delaware corporation,
a general partner of its general partner
By: /s/ Alan Lieberman
------------------------------
Alan Lieberman
Senior Vice President
July 8, 1996
VIA FACSIMILE MAIL
Lakeville Investors The Balcor Company Daniel J. Perlman, Esq.
c/o The Balcor Company 2355 Waukegan Road Katten Muchin & Zavis
2355 Waukegan Road Suite A200 Suite 2100
Suite A200 Bannockburn, IL 60015 525 W. Monroe Street
Bannockburn, IL 60015 Attn: Al Lieberman Chicago, IL 60661
Attn: Ilona Adams
Re: Agreement of Sale, dated as of the 23rd day of April, 1996 (the
"Agreement") between Lakeville Investors, as Seller, and ERP Operating
Limited Partnership, as Purchaser, for the purchase of Lakeville
Apartments, Petaluma, California (the "Property").
Dear Ms. Adams and Messrs. Lieberman and Perlman:
Purchaser hereby requests that the Agreement be modified to change
"August 3, 1996" in the seventh line of Section 9 thereof to "September 3,
1996". Please acknowledge Seller's acceptance of this modification to the
Agreement by executing this letter in the space provided below and returning it
via facsimile mail to Purchaser.
ERP OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership
By: Equity Residential Properties Trust,
a Maryland Real Estate Investment
Trust, its general partner
By: /s/ Shelley L. Dunck
-------------------------------
Shelley L. Dunck
Vice President
Approved and Accepted this 8th day of July, 1996
LAKEVILLE INVESTORS
By: Balcor Realty Investors 85-Series III A Real
Estate Limited Partnership, a partner
By: Balcor Partners-XVIII, an Illinois
general partnership, its general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Alan Lieberman
------------------------------
Name: Alan Lieberman
Title: Senior Vice President
By: Lakeville Partners, an Illinois limited partnership,
a partner
By: Balcor Partners-XIX, an Illinois general partnership,
its general partner
By: The Balcor Company, a Delaware
corporation, a general partner
By: /s/ Alan Lieberman
------------------------------
Name: Alan Lieberman
Title: Senior Vice President