Balcor Realty Investors 85 Series III Watch

from 10-Q 1 page North Hill-8th Amendment

from 10-Q 1 page Seventh Amendment - North Hill

from 10-Q 1 page June 30, 1997 via Facsimile & Ups the Balcor Company Katten Muchin & Zavis 2355 Waukegan Road, Suite A200 525 West Monroe Street, Suite 2100 Bannockburn, Illinois 60015 Chicago, Illinois 60661-3693 Attention: Ilona Adams, John Powell Attention: Daniel J. Perlman, Esq. and Al Lieberman and Andrew D. Small, Esq. Facsimile: 708/317-4461 Facsimile: 312/902-1061 Re: Agreement of Sale Dated as of May 16, 1997 (As Amended From Time to Time, the "Agreement"), by and Between Erp Operating Limited Partnership ("Purchaser") and N.H. Associates Ladies and Gentlemen: On Behalf of the Above Referenced Purchaser, and Pursuant to Section 8(c) of the Above Referenced Agreement, This Letter Constitutes an Extension Notice From Purchaser That the Date for Satisfaction of the Conditions Precedent Is Hereby Extended to July 28, 1997, and the Closing Date to August 4, 1997 (Or Five Business Days After Satisfaction of the Conditions Precedent, Whichever Occurs First). Defined Terms Used, but Not Defined, in This Letter Shall Have the Same Respective Meanings Ascribed to Such Terms in the Agreement. Please Acknowledge This Extension Notice, and Forward a Copy to the Title Insurer, as Provided in Section 8(c) of the Agreement. Should You Have Any Questions, Please Call Me. Thank You for Your Assistance With This Matter. Very Truly Yours, /S/ John P. Starkweather John P. Starkweather CC: Christopher Beda (Via Facsimile: 312/454-9678) Alan George (Via Facsimile: 312/454-9678) Kelly Stonebraker Roberta Vacker /S/ John K. Powell John K. Powell Authorized Agent Acknowledged on Behalf of Seller <page>

from 10-Q ~1 page Sixth Amendment - North Hill

from 10-Q 1 page Fifth Amendment - North Hill

from 10-Q 1 page Fourth Amendment - North Hill

from 10-Q 1 page Third Amendment - North Hill

from 10-Q 1 page Second Amendment - North Hill

from 10-Q 1 page First Amendment - North Hill

from 10-Q 1 page Fifth Amendment - Howell Station

from 10-Q 1 page Fourth Amendment-Howell Station

from 10-Q 1 page Termination Ltr Dtd 4/4-North Hill

from 10-Q ~1 page Third Amendment - North Hill

from 10-Q 1 page Termination Ltr Dtd 3/27-North Hill

from 10-K 1 page Third Amendment - Howell Station

from 10-K 1 page Second Amendment to Agreement, North Hill

from 10-Q 1 page First Amendment to Agreement - Park Place II

from 10-Q 1 page September 30, 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 "October 1, 1996" in the Seventh Line of Section 9 Thereof to "November 1, 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 <page> Approved and Accepted This 1st Day of October, 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/ James E. Mendelson Name: James E. Mendelson Title: Authorized Rep. 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/ James E. Mendelson Name: James E. Mendelson Title: Authorized Rep. <page>

from 10-Q 1 page September 19, 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 "September 19, 1996" on the Seventh Line of Section 9 Thereof to "October 1, 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 <page> Approved and Accepted This Day of October, 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/ John K. Powell, Jr. Name: Title: 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/ John K. Powell, Jr. Name: Title: <page>