CREDIT AGREEMENTCredit Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts • Illinois
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 6, 2013 among Sun Communities Operating Limited Partnership, a Michigan limited partnership (the “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF MONTREAL, as Administrative Agent and BMO Capital Markets as Sole Lead Arranger and Sole Book Runner.
CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
THIS CONTRIBUTION AGREEMENT is made and entered into this 9th day of December, 2012 (the “Effective Date”), by and among VIRGINIA TENT LLC, a Delaware limited liability company (“Virginia Tent Contributor”), PETERS POND RV RESORT INC., a Massachusetts corporation (“Peters Pond Contributor”), MORGAN FIESTA KEY LLC, a New York limited liability company (“Fiesta Key Contributor”), NEWPOINT RV RESORT LLC, a Delaware limited liability company (“Newpoint Contributor”), GWYNNS ISLAND RV RESORT LLC, a Delaware limited liability company (“Gwynns Contributor”), WESTWARD HO RV RESORT LLC, a Delaware limited liability company (“Westward Ho Contributor”), and SEAPORT LLC, a New York limited liability company (“Seaport Contributor,” together with Virginia Tent Contributor, Peters Pond Contributor, Fiesta Key Contributor, Newpoint Contributor, Gwynns Contributor and Westward Ho Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Mic
SECOND AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Second Amendment to Omnibus Agreement (“Amendment”) is entered into effective as of February 8, 2013, by and among ROBERT C. MORGAN and ROBERT MOSER (collectively, the “Principals”), each of the limited liability companies and corporations which are identified on Exhibit A attached hereto (the “Project Entities”), Ideal Private Resorts LLC, a New York limited liability company (“IPR”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and all of the entities set forth on Exhibit B attached hereto, as third party beneficiaries (the “Sun Purchasing Entities”).
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This First Amendment to Contribution Agreement (“Amendment”) is entered into effective as of December 13, 2012 by and among VIRGINIA TENT LLC, a Delaware limited liability company (“Virginia Tent Contributor”), PETERS POND RV RESORT INC., a Massachusetts corporation (“Peters Pond Contributor”), MORGAN FIESTA KEY LLC, a New York limited liability company (“Fiesta Key Contributor”), NEWPOINT RV RESORT LLC, a Delaware limited liability company (“Newpoint Contributor”), GWYNNS ISLAND RV RESORT LLC, a Delaware limited liability company (“Gwynns Contributor”), WESTWARD HO RV RESORT LLC, a Delaware limited liability company (“Westward Ho Contributor”), and SEAPORT LLC, a New York limited liability company (“Seaport Contributor,” together with Virginia Tent Contributor, Peters Pond Contributor, Fiesta Key Contributor, Newpoint Contributor, Gwynns Contributor and Westward Ho Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Third Amendment to Contribution Agreement (“Amendment”) is entered into effective as of February 8, 2013 by and among by and among INDIAN CREEK RV RESORT LLC, a Delaware limited liability company (“Indian Creek Contributor”), LAKE LAURIE RV RESORT LLC, a Delaware limited liability company (“Lake Laurie Contributor”), WAGON WHEEL MAINE LLC, a Delaware limited liability company (“Wagon Wheel Contributor”), and WILD ACRES LLC, a Delaware limited liability company (“Wild Acres Contributor,” together with Indian Creek Contributor, Lake Laurie Contributor and Wagon Wheel Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and SUN INDIAN CREEK RV LLC, a Michigan limited liability company (“Indian Creek Purchaser”), SUN LAKE LAURIE RV LLC, a Michigan limited liability company (“Lake Laurie Purchaser”), SUN WAGON WHEEL RV LLC, a Michigan limited liability company (“Wagon Wheel Purch
AMENDED AND RESTATED INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts • Michigan
This Amended and Restated Indemnity Agreement (this “Agreement”) is executed and delivered as of the 8th day of February, 2013, by Robert C. Morgan (“Morgan”), Robyn Morgan (“R. Morgan”), Herbert Morgan (“H. Morgan”), Robert Moser (“Moser”), each of the limited liability companies and corporations listed on Exhibit A attached hereto (the “Project Entities”) and Ideal Private Resorts LLC, a New York limited liability company (“IPR” and, together with Morgan, R. Morgan, H. Morgan, Moser and the Project Entities, the “Indemnitors”), to and for the benefit of Sun Communities Operating Limited Partnership, a Michigan limited partnership (“SCOLP”), Sun Communities, Inc., a Maryland corporation (“SCI”), each of the limited liability companies listed on Exhibit B attached hereto (the “Sun Purchasing Entities”), and any of their designees (collectively the “Indemnitees”).
FOURTH AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Fourth Amendment to Contribution Agreement (“Amendment”) is entered into effective as of February 8, 2013 by and among VIRGINIA TENT LLC, a Delaware limited liability company (“Virginia Tent Contributor”), PETERS POND RV RESORT INC., a Massachusetts corporation (“Peters Pond Contributor”), MORGAN FIESTA KEY LLC, a New York limited liability company (“Fiesta Key Contributor”), NEWPOINT RV RESORT LLC, a Delaware limited liability company (“Newpoint Contributor”), GWYNNS ISLAND RV RESORT LLC, a Delaware limited liability company (“Gwynns Contributor”), WESTWARD HO RV RESORT LLC, a Delaware limited liability company (“Westward Ho Contributor”), and SEAPORT LLC, a New York limited liability company (“Seaport Contributor,” together with Virginia Tent Contributor, Peters Pond Contributor, Fiesta Key Contributor, Newpoint Contributor, Gwynns Contributor and Westward Ho Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a
FIRST AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This First Amendment to Contribution Agreement (“Amendment”) is entered into effective as of December 13, 2012 by and among by and among INDIAN CREEK RV RESORT LLC, a Delaware limited liability company (“Indian Creek Contributor”), LAKE LAURIE RV RESORT LLC, a Delaware limited liability company (“Lake Laurie Contributor”), WAGON WHEEL MAINE LLC, a Delaware limited liability company (“Wagon Wheel Contributor”), and WILD ACRES LLC, a Delaware limited liability company (“Wild Acres Contributor,” together with Indian Creek Contributor, Lake Laurie Contributor and Wagon Wheel Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and SUN INDIAN CREEK RV LLC, a Michigan limited liability company (“Indian Creek Purchaser”), SUN LAKE LAURIE RV LLC, a Michigan limited liability company (“Lake Laurie Purchaser”), SUN WAGON WHEEL RV LLC, a Michigan limited liability company (“Wagon Wheel Purc
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Second Amendment to Contribution Agreement (“Amendment”) is entered into effective as of December 31, 2012 by and among VIRGINIA TENT LLC, a Delaware limited liability company (“Virginia Tent Contributor”), PETERS POND RV RESORT INC., a Massachusetts corporation (“Peters Pond Contributor”), MORGAN FIESTA KEY LLC, a New York limited liability company (“Fiesta Key Contributor”), NEWPOINT RV RESORT LLC, a Delaware limited liability company (“Newpoint Contributor”), GWYNNS ISLAND RV RESORT LLC, a Delaware limited liability company (“Gwynns Contributor”), WESTWARD HO RV RESORT LLC, a Delaware limited liability company (“Westward Ho Contributor”), and SEAPORT LLC, a New York limited liability company (“Seaport Contributor,” together with Virginia Tent Contributor, Peters Pond Contributor, Fiesta Key Contributor, Newpoint Contributor, Gwynns Contributor and Westward Ho Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a
OMNIBUS AGREEMENTOmnibus Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts • Michigan
THIS OMNIBUS AGREEMENT (this “Agreement”) is made and entered into as of December 9, 2012 (the “Effective Date”) by and among ROBERT C. MORGAN and ROBERT MOSER (collectively, the “Principals”), each of the limited liability companies and corporations which are identified on Exhibit A attached hereto (the “Project Entities”), Ideal Private Resorts LLC, a New York limited liability company (“IPR”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and all of the entities set forth on Exhibit B attached hereto, as third party beneficiaries (the “Sun Purchasing Entities”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts • Michigan
This Registration Rights Agreement (“Agreement”) is entered into as of February 8, 2013 by and among Sun Communities, Inc., a Maryland corporation (the “Company”), and the holders of Series A-3 Preferred Units that have executed this Agreement below (the “Initial Holders”). The Company and each Holder is sometimes referred to herein individually as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This First Amendment to Omnibus Agreement (“Amendment”) is entered into effective as of December 13, 2012, by and among ROBERT C. MORGAN and ROBERT MOSER (collectively, the “Principals”), each of the limited liability companies and corporations which are identified on Exhibit A attached hereto (the “Project Entities”), Ideal Private Resorts LLC, a New York limited liability company (“IPR”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and all of the entities set forth on Exhibit B attached hereto, as third party beneficiaries (the “Sun Purchasing Entities”).
287TH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SUN COMMUNITIES OPERATING LIMITED PARTNERSHIPSun Communities Inc • February 12th, 2013 • Real estate investment trusts • Michigan
THIS 287TH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP (this “Amendment”) is made and entered into on February 8, 2013 (“Effective Date”), by and between SUN COMMUNITIES, INC., a Maryland corporation (the “General Partner”), as the general partner of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (the “Partnership”), and PETERS POND RV RESORT INC., a Massachusetts corporation, as agent for the Project Entities (as defined in the Omnibus Agreement) (collectively, the “Series A-3 Preferred Partners”).
SECOND AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Second Amendment to Contribution Agreement (“Amendment”) is entered into effective as of December 20, 2012 by and among by and among INDIAN CREEK RV RESORT LLC, a Delaware limited liability company (“Indian Creek Contributor”), LAKE LAURIE RV RESORT LLC, a Delaware limited liability company (“Lake Laurie Contributor”), WAGON WHEEL MAINE LLC, a Delaware limited liability company (“Wagon Wheel Contributor”), and WILD ACRES LLC, a Delaware limited liability company (“Wild Acres Contributor,” together with Indian Creek Contributor, Lake Laurie Contributor and Wagon Wheel Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (“SCOLP”), and SUN INDIAN CREEK RV LLC, a Michigan limited liability company (“Indian Creek Purchaser”), SUN LAKE LAURIE RV LLC, a Michigan limited liability company (“Lake Laurie Purchaser”), SUN WAGON WHEEL RV LLC, a Michigan limited liability company (“Wagon Wheel Pur
THIRD AMENDMENT TO CONTRIBUTION AGREEMENTContribution Agreement • February 12th, 2013 • Sun Communities Inc • Real estate investment trusts
This Third Amendment to Contribution Agreement (“Amendment”) is entered into effective as of January 28, 2013 by and among VIRGINIA TENT LLC, a Delaware limited liability company (“Virginia Tent Contributor”), PETERS POND RV RESORT INC., a Massachusetts corporation (“Peters Pond Contributor”), MORGAN FIESTA KEY LLC, a New York limited liability company (“Fiesta Key Contributor”), NEWPOINT RV RESORT LLC, a Delaware limited liability company (“Newpoint Contributor”), GWYNNS ISLAND RV RESORT LLC, a Delaware limited liability company (“Gwynns Contributor”), WESTWARD HO RV RESORT LLC, a Delaware limited liability company (“Westward Ho Contributor”), and SEAPORT LLC, a New York limited liability company (“Seaport Contributor,” together with Virginia Tent Contributor, Peters Pond Contributor, Fiesta Key Contributor, Newpoint Contributor, Gwynns Contributor and Westward Ho Contributor, each a “Contributor” and collectively the “Contributors”), SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a M
