April 20, 2009
|
PNC ARCS LLC
26901 Agoura Road
Suite 200
Calabasas Hills, California 91301
Attention: Loan Administration
Department
|
Fannie Mae
3939 Wisconsin Avenue, N.W.
Washington, DC 20016
Attention: Vice President for
Multi-Family
Asset Management
|
Ladies and Gentlemen:
Reference is made to that certain
Amended and Restated Master Credit Facility Agreement, dated April
28, 2004, as amended (the “Credit Facility Agreement”)
between Sun Secured Financing LLC, Aspen-Fort Collins Limited
Partnership, Sun Secured Financing Houston Limited Partnership, Sun
Communities Finance, LLC, Sun Holly Forest LLC and Sun Saddle Oak
LLC as Borrower, and PNC ARCS, LLC, successor in interest to ARCS
Commercial Mortgage Co, L.P., as Lender, and assigned by the Lender
to Fannie Mae. Unless otherwise defined, all capitalized terms in
this correspondence have the meaning set forth in the Credit
Facility Agreement.
Pursuant to a letter dated October
30, 2008, the Borrower exercised its right under the Credit
Facility Agreement to extend the Original Variable Facility
Termination Date and Variable Facility Termination Date for a
period ending on the date ten (10) years after the Initial Closing
Date, meaning April 28, 2014. Through email correspondence dated
April 17, 2009, Lender and Fannie Mae have informed Borrower that
for the extension period commencing April 29, 2009 and ending April
28, 2014, the Variable Facility Fee is 200 basis points per annum,
and claim they are entitled to reset the Variable Facility Fee
pursuant to the terms of the Loan Documents. Conversely, the
Borrower has asserted that Lender and Fannie Mae do not have the
right to change the Variable Facility Fee in connection with the
extension.
Notwithstanding the difference of
opinion concerning the right of Lender and Fannie Mae to change the
Variable Facility Fee, the Borrower, Lender and Fannie Mae intend
to proceed with the closing of the extension transaction, and set
the Variable Facility Fee at 200 basis points per annum. However,
Lender and Fannie Mae have agreed that by (i) closing and
completing the extension transaction, (ii) executing and delivering
all documents in connection therewith, (iii) accepting any Rate
Setting Form or other documentation that calls for the payment of a
Variable Facility Fee equal to 200 basis points per annum, and (iv)
paying a Variable Facility Fee of 200 bas
