[Letterhead of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP]
October 13, 1997
VIA FACSIMILE
Post & Xxxxxxx, LLP
000 Xxxxxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Re: Purchase and Sale Agreement and Joint Escrow
Instructions, dated as of August 22, 1997 (the
"PURCHASE AGREEMENT"), by and between AIMCO
Properties, L.P., a Delaware limited partnership
(the "BUYER"), and each of the parties identified
on Exhibit "A" attached to the Purchase Agreement
(collectively, THE "SELLER")
-----------------------------------------
Dear Gentlemen:
The purpose of this letter ("Letter") is to reflect the agreement
between the Buyer and the Seller with respect to the amendment of the
Purchase Agreement. Sections 4.1.3 and 4.1.4 of the Purchase Agreement are
hereby amended so that the "Due Diligence Termination Date" (as defined in
the Purchase Agreement) shall be extended to 4:00 p.m. New York time on
Wednesday, October 15, 1997. Xxxxx and Xxxxxx further agree to amend
Section 8.1 of the Purchase Agreement so that the "Closing Date" (as defined
in the Purchase Agreement) shall be Friday, October 31, 1997.
Except as otherwise expressly provided herein, the Purchase
Agreement shall remain unmodified and in full force and effect, and all of
the terms and provisions of the Purchase Agreement, as herein modified, are
hereby ratified and reaffirmed by both the Buyer and the Seller.
Post & Xxxxxx, LLP
October 13, 1997
Page 2
If this Letter accurately reflects the agreement of the Buyer and
the Seller, please execute a copy of this Letter where indicated below (on
behalf of Seller) and return a facsimile copy of it (with the original to
follow by mail) to me (on behalf of Xxxxx) as soon as possible, but in no
event later than 6:00 p.m. Los Angeles time today.
If you should have any questions, please feel free to call Xxxxx Xxxx
at (000) 000-0000.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Counsel to Buyer
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
POST & XXXXXXX, LLP,
Counsel to Seller
By: /s/ Xxxxxxx X. Post
----------------------------
Xxxxxxx X. Xxxx, Esq.
Partner
cc: Xx. Xxxxxxx Xxxxxxx
Xx. Xxxxx Xxxxxx
Xxxxx X. Xxxx, Xxx.
