Balcor Realty Investors 84 Watch

from 8-K 1 page First Amendment to Agreement of Sale This First Amendment ("First Amendment") to Agreement of Sale Is Entered Into as of April 10, 1997, by and Between Harbour Realty Advisors, Inc., as Purchaser, and Courtyards of Kendall Limited Partnership, an Illinois Limited Partnership, as Seller. Recitals A. Purchaser and Seller Hereto Have Entered Into an Agreement of Sale Dated March 26, 1997 ("Agreement") for the Purchase and Sale of the Apartment Project Known as Courtyards of Kendall Apartments. B. Purchaser and Seller Now Wish to Amend the Agreement. Now, Therefore, the Agreement Is Amended as Follows: 1. the Purchase Price of $11,300,000 as Referenced in Paragraphs 1 and 2c Is Hereby Changed to $11,000,000.00. All References to Purchase Price Shall Mean $11,000,000. 2. Except as Modified Herein, All Other Terms and Conditions of the Agreement Remain in Full Force and Effect. 3. All Capitalized Terms Used Herein Shall Have the Same Meaning as in the Agreement. 4. This First Amendment May Be Executed in Multiple Facsimile Counterparts, Each of Which Shall Be Deemed an Original, but All of Which Shall Constitute One and the Same Instrument. <page> in Witness Whereof, the Parties Hereto Have Put Their Hand and Seal as of the Date Set Forth Above. Purchaser: Harbour Realty Advisors, Inc. By: /S/ Carol Mackinnon Seller: Courtyards of Kendall Limited Partnership, an Illinois Limited Partnership By: Balcor Partners-XV, an Illinois General Partnership, Its General Partner By: Rgf-Balcor Associates-II, an Illinois General Partnership, a General Partner By: The Balcor Company, a Delaware Corporation, a General Partner By: /S/ James E. Mendelson <page>

from 8-K ~10 pages Agreement of Sale - Courtyards of Kendall

from 8-K 1 page First Amendment to Agmnt - Courtyards of Kendall

from 8-K ~10 pages Agreement of Sale - Courtyards of Kendall

from 8-K ~10 pages Agreement to Sale - Quail Lakes

from 8-K 1 page First Amendment to Agreement - Chesapeake

from 8-K ~20 pages Agreement of Sale - Chesapeake

from 8-K ~20 pages Agreement of Sale - Somerset Pointe

from 8-K 1 page Woodland Hills Partners, Inc. C/O the Balcor Company Bannockburn Lake Office Plaza 2355 Waukegan Road Suite A200 Bannockburn, Illinois 60015 September 9, 1996 via Facsimile Tgm Realty Corp. #5 C/O Tgm Associates L.P. 650 Fifth Avenue New York, New York 10019 Attention: Mr. Thomas Gochberg Re: Woodland Hills Dear Mr. Gochberg: In Connection With the Above-Captioned Matter, and as a Credit for Deferred Maintenance, This Letter Will Confirm That the Purchaser Will Receive a Credit, Against the Purchase Price at Closing, in the Amount of $62,500.00. Very Truly Yours, Woodland Hills Partners Limited Partnership, an Illinois Limited Partnership By: Woodland Hills Partners, Inc., an Illinois Corporation, Its General Partner By: /S/James E. Mendelson Name: James E. Mendelson Its: Authorized Rep. CC: Mr. Al Lieberman Andrew D. Small, Esq. <page>

from 8-K ~20 pages Agreement of Sale - Woodland Hills

from 8-K ~20 pages (D) Agrmnt of Sale and Attachments for Quail Lakes

from 8-K ~20 pages (C) Agrmnt of Sale and Attachments for Creekwood

from 8-K 1 page Notice of Disapproval June 6, 1996 via Facsimile and via Facsimile and via Facsimile Certified Mail Certified Mail and Messenger Chandler 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, Illinois 525 W. Monroe Street Bannockburn, Illinois 60015 Chicago, Illinois 60661 60015 Attn.: Al Lieberman Attn.: Ilona Adams Re: Agreement of Sale, Dated as of the 23rd Day of April, 1996 (The "Agreement") Between Chandler Investors, as Seller, and Erp Operating Limited Partnership, as Purchaser, for the Purchase of Briarwood Place Apartments, Chandler, Arizona (The "Property"). Dear Ms. Adams and Messrs. Lieberman and Perlman: Pursuant to Section 17(c) of the Agreement, We Hereby Give You Notice That We Disapprove the Documents and the Condition of the Property and as the Property Is Unsuitable for Our Purposes, We Are Hereby Terminating the Agreement and All Rights and Obligations of the Seller and Purchaser Thereunder. by Execution of This Notice of Disapproval, We Are Hereby Authorizing and Directing Commonwealth Land Title Insurance Company, as Escrow Agent, to Disburse the Earnest Money, Plus All Accrued Interest, to US. Accompanying Mr. Perlman's Notice of Disapproval Are Copies of the Reports Purchaser Received During the Approval Period and Relating to the Property, the Return of Which Are Required by Section 17(c) of the Agreement. to the Extent That We Have Not Yet Received a Copy of Any Report Ordered During the Approval Period, We Will Remit to Mr. Perlman a Copy of Such Report Promptly Following Our Receipt of It. Erp Operating Limited Partnership, an Illinois Limited Partnership By: Equity Residential Properties Trust, a Maryland Real Estate Investment Trust, Its General Partner By: /S/Linda A. Menich Linda A. Menich Assistant Vice President Enclosure(s) <page>

from 8-K ~5 pages (A) (II) Master Amendment and Agreement #2

from 8-K 1 page (A) (I) Master Amendment and Agreement

from 8-K ~20 pages Agreement of Sale for Sunnyoak Village

from 8-K ~20 pages Agreement of Sale for Ridgetree I

from 8-K ~20 pages Agreement of Sale for Canyon Sands

from 8-K ~20 pages Agreement of Sale for Briarwood Place

from 8-K ~10 pages Agreement of Sale for Antlers Apartments