FIRST AMENDMENT TO AMENDED AND RESTATED


MASTER CREDIT FACILITY AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT (the “Amendment”) is made as of the 31st day of May, 2007, by and among (i) SUN SECURED FINANCING LLC, a Michigan limited liability company, ASPEN-FT. COLLINS LIMITED PARTNERSHIP, a Michigan limited partnership, SUN SECURED FINANCING HOUSTON LIMITED PARTNERSHIP, a Michigan limited partnership, SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company, SUN HOLLY FOREST LLC, a Michigan limited liability company, and SUN SADDLE OAK LLC, a Michigan limited liability company (individually and collectively, “Borrower”) and (ii) ARCS COMMERCIAL MORTGAGE CO., L.P., a California limited partnership (“Lender”).


RECITALS


A.    Borrower and Lender are parties to that certain Amended and Restated Master Credit Facility Agreement, dated as of April 28, 2004 (as amended from time to time, the “Master Agreement”).


B.           All of Lender’s right, title and interest in the Master Agreement and the Loan Documents executed in connection with the Master Agreement or the transactions contemplated by the Master Agreement have been assigned to Fannie Mae pursuant to those certain Assignments of Amended and Restated Master Credit Facility Agreement and other Loan Documents, dated as of May 29, 2004 and April 28, 2004 (the “Assignments”).  Fannie Mae has not assumed any of the obligations of Lender under the Master Agreement or the Loan Documents as a result of the Assignment.  Fannie Mae has designated Lender as the servicer of the Advances contemplated by the Master Agreement.


C.           The parties are executing this Amendment pursuant to the Master Agreement to reflect Borrower’s election to extend the Original Variable Facility Termination Date pursuant to Section 1.07 of the Master Agreement.


NOW, THEREFORE, the parties hereto, in consideration of the mutual promises and agreements contained in this Amendment and the Master Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:


Section 1.          Extension of Original Variable Facility Termination Date.  Pursuant to Section 1.07 of the Master Agreement, the Original Variable Facility Termination Date is hereby extended to April 28, 2009.  The definition of “Original Variable Facility Termination Date” is hereby replaced in its entirety by the following new definition:


“Original Variable Facility Termination Date” means April 28, 2009, unless extended pursuant to Section 1.07.






Section 2.          Capitalized Terms.  All capitalized terms used in this Amendment which are not specifically defined herein shall have the respective meanings set forth in the Master Agreement.


Section 3.          Full Force and Effect.  Except as expressly modified by this Amendment, all terms and conditions of the Master Agreement shall continue in full force and effect.


Section 4.          Counterparts.  This Amendment may be executed in counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as an instrument under seal as of the day and year first above written.





	
             
 	
            BORROWER:
 





 





	
             
 	
            SUN SECURED FINANCING LLC, a Michigan
 









	
             
 	
            limited liability company
 





 





	
             
 	
            By:
 	
            Sun Communities Operating Limited
 









	
             
 	
            Partnership, a Michigan limited
 









	
             
 	
            partnership, its sole member
 





 





	
             
 	
            By:
 	
            Sun Communities, Inc., a Maryland
 









	
             
 	
            Corporation, its general partner
 





 





	
             
 	
            By:________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President - Acquisitions
 





 


                





	
             
 	
            ASPEN – FT. COLLINS LIMITED
 









	
             
 	
            PARTNERSHIP, a Michigan limited partnership
 





 





	
             
 	
            By:
 	
            Sun GP L.L.C., a Michigan limited liability
 









	
             
 	
            company, its general partner
 





 





	
             
 	
            By:
 	
            Sun Communities, Inc., a Maryland
 









	
             
 	
            Corporation, its manager
 





 





	
             
 	
            By:________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President – Acquisitions
 





 


 





	
             
 	
            SUN SECURED FINANCING HOUSTON LIMITED
 









	
             
 	
            PARTNERSHIP, a Michigan
 	
            limited partnership
 





 





	
             
 	
            By:
 	
            Sun Secured Financing GP, Inc., a Michigan
 









	
             
 	
            corporation, its general partner
 





 





	
             
 	
            By:_____________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President – Acquisitions
 





 






SUN COMMUNITIES FINANCE, LLC, a Michigan limited liability company


 





	
             
 	
            By: 
 	
            Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member
 






 





	
             
 	
            By:
 	
            Sun Communities, Inc., a Maryland
 









	
             
 	
            Corporation, its general partner
 





 





	
             
 	
            By:________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President –
 









	
             
 	
            Acquisitions
 





 


 


SUN HOLLY FOREST LLC, a Michigan limited liability company


 





	
             
 	
            By:  
 	
            Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member
 






 





	
             
 	
            By:
 	
            Sun Communities, Inc., a Maryland
 









	
             
 	
            Corporation, its general partner
 





 





	
             
 	
            By:________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President –
 









	
             
 	
            Acquisitions
 





 


 


SUN SADDLE OAK LLC, a Michigan limited liability company


 





	
             
 	
            By:  
 	
            Sun Communities Operating Limited Partnership, a Michigan limited partnership, its managing member
 






 





	
             
 	
            By:
 	
            Sun Communities, Inc., a Maryland
 









	
             
 	
            Corporation, its general partner
 





 





	
             
 	
            By:________________________________
 









	
             
 	
            Name: Jonathan M. Colman
 









	
             
 	
            Title:
 	
            Executive Vice President –
 









	
             
 	
            Acquisitions
 










LENDER:


 


ARCS COMMERCIAL MORTGAGE CO., L. P., a California limited partnership


 





	
             
 	
            By:
 	
            ACMC Realty, Inc., a California Corporation, its General Partner
 






 


By:________________________





	
             
 	
            Name:
 	
            Timothy L. White 
 









	
             
 	
            Title:
 	
            Chief Operating Office