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
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Alan Lieberman
Senior Vice President