Fourth Modification to Loan Agreement



 Exhibit 10.9 
 FOURTH MODIFICATION 
 TO LOAN AGREEMENT 
 Asset Investors Operating Partnership, L.P. 
 29399 US Highway 19 North 
 Suite 320 
 Clearwater, Florida 33761 
 (Individually and collectively “Borrower”) 
 Community Savanna Club
Joint Venture 
 29339 US Highway 19 North, 
 Suite 320

 Clearwater, Florida 33761 
 (Individually and collectively
“Borrower”) 
 AIOP Lost Dutchman Notes, L.L.C 
 29399
US Highway 19 North 
 Suite 320 
 Clearwater, Florida 33761

 (Individually and collectively “Borrower”) 
 Community Brentwood Joint Venture 
 29399 US Highway 19 North 
 Suite 320 
 Clearwater, Florida 33761 
 (Individually
and collectively “Borrower”) 
 Wachovia Bank, National Association 
 100 South Ashley Drive 
 Suite 950 
 Tampa, Florida 33602 
 (Hereinafter referred to as “Bank”) 
 THIS AGREEMENT is entered into as of the      day of                     , 2006, by
and between Bank and Borrower. 
 RECITALS 
 Bank is a holder of a Mortgage, Assignment of Rents and Security Agreement and Financing Statement, from Community Savanna Club Joint Venture, a Delaware general partnership to Bank, dated July 31, 2003 and
recorded in Official Records Book 1773 Page 560 upon the Public Records of St. Lucie County, Florida, as modified by that certain Mortgage Modification and Spreader Agreement executed by and between Community Savanna Club Joint Venture, a Delaware
general partnership, and Woodlands Church Lake, L.L.C., a Delaware limited liability company, and Bank, effective as of December 13, 2004, and recorded January 
  

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 13, 2005, in Official Records Book 2137, at Page 2336, of the Public Records of St. Lucie County, Florida, and also
recorded December 30, 2004, in Official Records Book 2727, at Page 394, of the Public Records of Lake County, Florida, as further modified by that certain Mortgage Modification and Spreader Agreement executed by and between Community Savanna
Club Joint Venture, a Delaware general partnership, and Woodlands Church Lake, L.L.C., a Delaware limited liability company, Community Brentwood Joint Venture, a Delaware general partnership, and Bank effective as of July 24, 2006, and recorded
in Official Records Book 2646, Page 2729, Public Records of St. Lucie County, Florida, in Official Records Book 03243, Page 0403, Public Records of Lake County, Florida, and in Official Records Book 7181, Page 18, Public Records of Pasco County,
Florida (the “Florida Mortgage”). 
 Bank is the holder of a Deed of Trust, Assignment of Rents and Security Agreement and Financing Statement
recorded the 1st day of August, 2003 as document #20031034101 in the Official Records of Maricopa County, Arizona (the “Arizona Mortgage”). 
 The
Florida Mortgage and the Arizona Mortgage are hereinafter referred to as the “Mortgage”. 
 Bank is the owner and holder of a
Promissory Note (renewal/modification) of even date herewith, in the original principal amount of $16,000,000.00, which is a renewal of a Promissory Note (modification) dated December 13, 2004, given by Asset Investors Operating Partnership,
L.P., a Delaware limited partnership, and Community Savanna Club Joint Venture, a Delaware general partnership, and AIOP Lost Dutchman Notes, L.L.C., a Delaware limited liability company, and Community Brentwood Joint Venture, a Delaware general
(the “Borrower”) secured by the Mortgage, (The “Note”) on which all documentary stamp taxes have been paid as evidenced on the Mortgage. 
 Bank and Borrower entered into certain other Loan Documents, including without limitation, a Loan Agreement dated the July 31, 2003, as modified December 13, 2004, a Second Modification to Loan Agreement
dated July 24, 2006, and a Third Modification to Loan Agreement dated October 4, 2006 (the “Loan Agreement”). 
 Borrower
and Bank have agreed to further modify the terms of the Loan Agreement. 
 In consideration of Bank’s continued extension of credit and
the agreements contained herein, the parties agree as follows: 
 AGREEMENT 
 MODIFICATION. Section 1 of the Loan Agreement is hereby modified as follows: 
  

	1.	AVAILABILITY. The amount of this Loan is a $16,000,000.00 revolving credit facility in the form of a commercial mortgage loan, provided, however, that in no event shall the maximum
principal amount of the Loan exceed 75% of the aggregate value of the Property (as hereinafter defined) as determined by the Wachovia ordered appraisal. “Property” is the manufactured home communities, including all improvements presently
located or subsequently constructed thereon, and adjacent developed and undeveloped land of 

  

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 Brentwood Estates Mobile Home Park, Hudson, Florida, Lost Dutchman Mobile Home Park and Blue Star RV Park, Apache
Junction, Arizona, Savanna Club Mobile Home Park, Port St. Lucie, Florida, and Woodlands at Church Lake Mobile Home Park, Groveland, Florida, with the exception of the inventory of manufactured homes held for sale situated at the Property that are
owned by an affiliate or lower tier entity of Borrower. 
 1.1. Funding: Revolving credit funding under this facility will be limited to an
amount which results in a 1.25 to 1 Debt Service Coverage (“DSC”), at all times using the following borrowing base formula: 
 1.1.1. Debt Service Coverage will be based on a 25-year amortization. 
 1.1.2. The interest rate used for this calculation will be
the greater of 7% or the 10-year United States Treasury security rate, plus 2.0%. 
 1.1.3. Net Operating Income used for the DSC calculation
will be based on the current lease income, less the previous calendar year-end operating expenses, except for the contribution of Net Operating Income from recreational vehicle (“RV”) units will be calculated using the previous calendar
year end income and operating expenses. 
 1.2. Earn-Out: Borrower will have the ability to earn-out up to 75% of the “stabilized
value” as determined by an appraisal of the property in future years, subject to the same conditions of the Initial Funding Amount provided that the Recreational Vehicle (“RV”) component of Net Operating Income does not exceed thirty
percent (30%) of the total (“Earn-Out”). In the event that Net Operating Income provided by the RV component exceeds 30% of the total Net Operating Income from the Property, the stabilized value will be reduced to a total amount that
reflects 30% of the stabilized value as sourced from the RV component. The amount of the Earn-Out will be addressed during the reaffirmation of the credit facility or as earlier agreed to by the Bank in its sole discretion. 
 ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower acknowledges and represents that the Note and other Loan Documents, as amended hereby, are in full force and effect without
any defense, counterclaim, right or claim of set-off; that, after giving effect to this Agreement, no default or event that with the passage of time or giving of notice would constitute a default under the Loan Documents has occurred, all
representations and warranties contained in the Loan Documents are true and correct as of this date, all necessary action to authorize the execution and delivery of this Agreement has been taken; and this Agreement is a modification of an existing
obligation and is not a novation. 
 MISCELLANEOUS. This Agreement shall be construed in accordance with and governed by the laws of the applicable state as
originally provided in the Loan Documents, without reference to that state’s conflicts of law principles. This Agreement and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter thereof and
supersede all oral negotiations and prior writings with respect to the subject matter thereof. No amendment of this Agreement, and no waiver of any one or more of the provisions hereof shall be effective unless set forth in writing and signed by the
parties hereto. The illegality, 
  

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 unenforceability or inconsistency of any provision of this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or the other Loan Documents. This Agreement and the other Loan Documents are intended to be consistent. However, in the event of any inconsistencies among this Agreement and
any of the Loan Documents, the terms of this Agreement, and then the Note, shall control. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an
original, but all such counterparts shall together constitute one and the same agreement. Terms used in this Agreement which are capitalized and not otherwise defined herein shall have the meanings ascribed to such terms in the Note. LIMITATION ON
LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN
ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR,
(1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. 
 WAIVER OF JURY
TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS AGREEMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF
DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT. 
 IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the day and year first above written. 
 SIGNATURES AND ACKNOWLEDGMENTS ARE ON THE FOLLOWING PAGES 
  

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		 		 	 ASSET INVESTORS OPERATING
 PARTNERSHIP, L.P., a Delaware limited partnership

		 		 
				
		 		 	BY:	 	AMERICAN LAND LEASE, INC.,
		 		 		 	a Delaware corporation,
		 		 		 	the sole General Partner
				
	  
	 		 	By:	 	  

	Print Name:	 	  
	 		 		 	Shannon E. Smith
	Signing solely as a witness	 		 		 	Chief Financial Officer
				
	  
	 		 		 	
	Print Name:	 	  
	 		 		 	
	Signing solely as a witness	 		 		 	
					
	STATE OF	 	  
	 		 		 	
	COUNTY OF	 	  
	 		 		 	

 Acknowledged before me this      day of
                    , 2006, by Shannon E. Smith, Chief Financial Officer of American land Lease, Inc., a Delaware corporation, the sole
General Partner of ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, on behalf of said entities. Such person is personally known to me or has produced
                                        
as identification. 
  

					
	  
	 	(Seal)
	Print Name:	 	  
	 	
	Notary Public	 	
	Commission No.	 	
	Serial Number, if any:
                                       
 


  

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		 		 	COMMUNITY BRENTWOOD JOINT VENTURE,
		 		 	a Delaware general partnership
				
		 		 	BY:	 	AIOP FLORIDA PROPERTIES I, L. L. C., a Delaware limited liability company, its Managing General Partner
					
		 		 		 	BY:	 	ASSET INVESTORS OPERATING
		 		 		 		 	PARTNERSHIP, L.P., a Delaware limited partnership, its sole Member
						
		 		 		 		 	BY:	 	AMERICAN LAND LEASE, INC.,
		 		 		 		 		 	a Delaware corporation,
		 		 		 		 		 	its sole General Partner
						
	  
	 		 		 		 	By:	 	  

	Print Name:	 	  
	 		 		 		 		 	Shannon E. Smith
	Signing solely as a witness	 		 		 		 		 	Chief Financial Officer
						
	  
	 		 		 		 		 	
	Print Name:	 	  
	 		 		 		 		 	
	Signing solely as a witness	 		 		 		 		 	
							
	STATE OF	 	  
	 		 		 		 		 	
	COUNTY OF	 	  
	 		 		 		 		 	

 Acknowledged before me this      day of
                    , 2006, by Shannon E. Smith, Chief Financial Officer of American land Lease, Inc., a Delaware corporation, the sole
General Partner of Asset Investors Operating Partnership, L.P., a Delaware limited partnership, the sole Member of AIOP Florida Properties I, L.L.C., a Delaware limited liability company, the Managing General Partner of Community Brentwood Joint
Venture, a Delaware general partnership, on behalf of said entities. Such person is personally known to me or has produced
                                        
as identification. 
  

					
	  
	 	(Seal)
	Print Name:	 	  
	 	
	Notary Public	 	
	Commission No.	 	
	Serial Number, if any:
                                       
 


  

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		 		 	AIOP LOST DUTCHMAN NOTES, L.L.C., a Delaware limited liability company
				
		 		 	BY:	 	ASSET INVESTORS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, its sole member
					
		 		 		 	BY:	 	AMERICAN LAND LEASE, INC.,
		 		 		 		 	a Delaware corporation,
		 		 		 		 	its sole General Partner
					
	  
	 		 		 	By:	 	  

	Print Name:	 	  
	 		 		 		 	Shannon E. Smith
	Signing solely as a witness	 		 		 		 	Chief Financial Officer
					
	  
	 		 		 		 	
	Print Name:	 	  
	 		 		 		 	
	Signing solely as a witness	 		 		 		 	
						
	STATE OF	 	  
	 		 		 		 	
	COUNTY OF	 	  
	 		 		 		 	

 Acknowledged before me this      day of
                    , 2006, by Shannon E. Smith, Chief Financial Officer of American land Lease, Inc., a Delaware corporation, the sole
General Partner of Asset Investors Operating Partnership, L.P., a Delaware limited partnership, the sole Member of AIOP Lost Dutchman Notes, L.L.C., a Delaware limited liability company, on behalf of said entities. Such person is personally known to
me or has produced                                      as
identification. 
  

					
	  
	 	(Seal)
	Print Name:	 	  
	 	
	Notary Public	 	
	Commission No.	 	
	Serial Number, if any:
                                       
 


  

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		 		 	COMMUNITY SAVANNA CLUB JOINT VENTURE,
		 		 	a Delaware general partnership
				
		 		 	BY:	 	 AIOP FLORIDA PROPERTIES I, L. L. C., a Delaware
 limited liability company, Managing General Partner

					
		 		 		 	BY:	 	ASSET INVESTORS OPERATING
		 		 		 		 	PARTNERSHIP, L.P., a Delaware limited partnership, its sole Member
						
		 		 		 		 	BY:	 	AMERICAN LAND LEASE, INC.,
		 		 		 		 		 	a Delaware corporation,
		 		 		 		 		 	its sole General Partner
						
	  
	 		 		 		 	By:	 	  

	Print Name:	 	  
	 		 		 		 		 	Shannon E. Smith
	Signing solely as a witness	 		 		 		 		 	Chief Financial Officer
						
	  
	 		 		 		 		 	
	Print Name:	 	  
	 		 		 		 		 	
	Signing solely as a witness	 		 		 		 		 	
							
	STATE OF	 	  
	 		 		 		 		 	
	COUNTY OF	 	  
	 		 		 		 		 	

 Acknowledged before me this      day of
                    , 2006, by Shannon E. Smith, Chief Financial Officer of American land Lease, Inc., a Delaware corporation, the sole
General Partner of Asset Investors Operating Partnership, L.P., a Delaware limited partnership, the sole Member of AIOP Florida Properties I, L.L.C., a Delaware limited liability company, the Managing General Partner of Community Savanna Club Joint
Venture, a Delaware general partnership, on behalf of said entities. Such person is personally known to me or has produced
                                        
as identification. 
  

					
	  
	 	(Seal)
	Print Name:	 	  
	 	
	Notary Public	 	
	Commission No.	 	
	Serial Number, if any:
                                       
 


  

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		 		 	WACHOVIA BANK, NATIONAL ASSOCIATION
			
	  
	 	By:	 	  

	Print Name:	 	  
	 		 	Jeffrey A. Gipson
	Signing solely as a witness	 		 	Senior Vice President
			
	  
	 		 	
	Print Name:	 		 		 	
	Signing solely as a witness	 		 	
				
	STATE OF FLORIDA	 	  
	 		 	
	COUNTY OF	 	  
	 		 	

 Acknowledged before me this      day of
                    , 2006, by Jeffrey A. Gipson, as Senior Vice President of WACHOVIA BANK, NATIONAL ASSOCIATION on behalf of said Bank. Such
persons are personally known to me or have produced
                                        
as identification. 
  

					
	  
	 	(SEAL)
	Print Name:	 	  
	 	
	Notary Public	 	
	Commission No.	 	
	Serial Number, if any:
                                       
 


  

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