Structure SCHEDULE 6.1.(g)
Existing Derivatives Contracts SCHEDULE 6.1.(h) Litigation SCHEDULE 9.10.
Transactions with Affiliates EXHIBIT A Form of Assignment and Assumption
Agreement - iii -
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EXHIBIT B Form of Guaranty EXHIBIT C Form of Notice of Revolving Borrowing
EXHIBIT D Form of Notice of Continuation EXHIBIT E Form of Notice of Conversion
EXHIBIT F Form of Notice of Swingline Borrowing EXHIBIT G Form of Revolving Note
EXHIBIT H Form of Swingline Note EXHIBIT I Form of Disbursement Instruction
Agreement EXHIBIT J Form of Opinion of Counsel EXHIBIT K Form of Compliance
Certificate EXHIBIT L Form of Term Note EXHIBIT M Form of Notice of Term
Borrowing EXHIBIT N Forms of U.S. Tax Compliance Certificates - iv -
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THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
October 27, 2017 by and among MHC OPERATING LIMITED PARTNERSHIP, a limited
partnership formed under the laws of the State of Illinois (the "Borrower"),
EQUITY LIFESTYLE PROPERTIES, INC., a corporation formed under the laws of the
State of Maryland (the "Parent"), each of the financial institutions initially a
signatory hereto together with their successors and assignees under Section
12.5. (the "Lenders") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Administrative Agent (the "Administrative Agent"), with WELLS FARGO SECURITIES,
LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (or any other
registered broker- dealer wholly-owned by Bank of America Corporation to which
all or substantially all of Bank of America Corporation's or any of its
subsidiaries' investment banking, commercial lending services or related
businesses may be transferred following the date of this Agreement), as Joint
Lead Arrangers and Joint Bookrunners (each a "Lead Arranger"), BANK OF AMERICA,
N.A., as Syndication Agent (the "Syndication Agent") and U.S. BANK NATIONAL
ASSOCIATION, as Documentation Agent (the "Documentation Agent"). WHEREAS,
certain of the Lenders and other financial institutions have made available to
the Borrower credit facilities in the initial aggregate amount of $600,000,000,
which includes a $400,000,000 revolving credit facility with a $50,000,000
swingline subfacility and a $50,000,000 letter of credit subfacility, and a
$200,000,000 term loan facility, on the terms and conditions contained in that
certain Amended, Restated and Consolidated Credit Agreement dated as of June 17,
2014 (as amended and in effect immediately prior to the date hereof, the
"Existing Credit Agreement") by and among the Borrower, the Parent, such
Lenders, certain other financial institutions and the Administrative Agent; and
WHEREAS, the Administrative Agent and the Lenders desire to amend and restate
the terms of, the Existing Credit Agreement, all on the terms and conditions
contained herein. NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the parties hereto,
the parties hereto agree that the Existing Credit Agreement is hereby amended
and restated as follows: ARTICLE I. DEFINITIONS Section 1.1. Definitions. In
addition to terms defined elsewhere herein, the following terms shall have the
following meanings for the purposes of this Agreement: "Accommodation
Obligations" as applied to any Person, means any obligation, contingent