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EXHIBIT 10.17
SUPPLEMENTAL AGREEMENT REGARDING
ASSIGNMENT OF NOTE, LOAN AGREEMENT AND
SECURITY AGREEMENT AS COLLATERAL SECURITY
This Supplemental Agreement (the "Agreement") is by and among XXXXXXX
FINANCIAL SERVICES CORPORATION, a Michigan corporation ("Assignor") whose
address is 000 X. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx, 00000, and SUN
COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership whose
address is 00000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx, 00000
("Assignee").
RECITALS
A. Effective on December 13, 1999, Assignor assigned to Assignee that
certain promissory note in the original principal amount of $_______________
executed as of December 13, 1999 by BLOOMFIELD SERVICING COMPANY, LLC, as maker
("BSC"), in favor of Assignor (the "BSC Note"). The BSC Note is evidenced by a
Loan Agreement dated December 13, 1999 (the "BSC Loan Agreement") and is secured
by a security agreement (the "BSC Security Agreement") dated December 13, 1999.
Copies of the BSC Note, the BSC Loan Agreement and the BSC Security Agreement
are attached hereto as Exhibit A.
B. Assignor executed and delivered to Assignee a Demand Promissory Note
in the original principal amount of $10,000,000 dated March 30, 1999 and a
Second Amended Demand Promissory Note in the original principal amount of
$50,000,000 dated December 13, 1999 and Assignor previously executed and
delivered to Sun Communities, Inc., a Term Promissory Note in the original
principal amount of $4,000,000 dated September 30, 1997, which was assigned and
delivered to Assignee by Sun Communities, Inc. on December 31, 1997
(collectively the "Assignor Notes").
C. Assignor has entered into or may in the future enter into various
agreements with Assignee, pursuant to which Assignor may have various
contractual, indemnification, warranty and/or other obligations to Assignee (the
"Contractual Obligations").
D. As collateral security for the payment of all amounts due to
Assignee by Assignor pursuant to the Assignor Notes (as they may be amended,
renewed, extended, modified or refinanced from time to time), to secure all
Contractual Obligations of Assignor to Assignee and to secure all other
obligations of any nature now or in the future owing from Assignor to Assignee
(hereinafter collectively referred to as the "Obligations"), Assignor delivered
to Assignee effective December 13, 1999, the BSC Note, the BSC Loan Agreement
and the BSC Security Agreement (collectively the "Collateral Documents").
E. Assignor desires to reflect herein its agreement with respect to its
previous delivery of the Collateral Documents.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:
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1. ASSIGNMENT TO ASSIGNEE. Assignor acknowledges that it intended its
delivery of the Collateral Documents as an assignment to Assignee, as collateral
security for the Obligations, of all right, title and interest of Assignor in,
to and under the Collateral Documents.
2. DISTRIBUTIONS. Assignor agrees that any and all amounts received
under the Collateral Documents shall be paid immediately to Assignee in
reduction of the Obligations.
3. FINANCING STATEMENTS. Assignor shall execute and deliver to
Assignee, at Assignor's request, Uniform Commercial Code financing statement
amendments to reflect the assignments of Assignor's interest under the
Collateral Documents.
4. FURTHER ASSURANCES. Assignor shall, at any time and from time to
time, upon the written request of either Assignee, execute and deliver such
further documents and do such further acts and things as either Assignee may
reasonably request to effect the purposes of this Agreement, including, without
limitation, noting on the original BSC Note that Assignee is the holder of such
notes.
5. SECTION HEADINGS. Section headings in this Agreement are inserted
merely for convenience and shall not modify the terms of this Agreement in any
respect.
6. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.
7. SUCCESSORS AND ASSIGNS. All of the terms contained herein shall
survive the consummation of the transactions contemplated herein, and shall be
binding upon and inure to the benefit of and be enforceable by and against, the
parties hereto and their respective successors, assigns, heirs at law, legal
representatives and estates.
8. AMENDMENT. This Agreement and any other documents executed in
connection herewith may only be amended or modified, and any of the terms,
conditions, covenants, representations or warranties contained herein may only
be waived, by a written instrument duly executed by the parties hereto.
9. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
[signature page attached]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of December 13, 1999.
ASSIGNOR:
XXXXXXX FINANCIAL SERVICES
CORPORATION, a Michigan corporation
By: /s/ Xxxxxx X. Xxxxx
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Its: President and Chief Executive Officer
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ASSIGNEE:
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP, a Michigan
limited partnership
By: Sun Communities, Inc., a Maryland
Corporation
Its: General Partner
By: /s/ Xxxx X. Xxxxxxxx
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Its: President and Chief Executive Officer
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