SECOND AMENDMENT TO AMENDED
AND RESTATED
MASTER CREDIT FACILITY
AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND
RESTATED MASTER CREDIT FACILITY AGREEMENT (the “
Amendment ”) is made as of the 28th day of
April, 2009, by and among (i) SUN SECURED FINANCING LLC , a
Michigan limited liability company, ASPEN-FT. COLLINS LIMITED
PARTNERSHIP , a Michigan limited partnership, SUN SECURED
FINANCING HOUSTON LIMITED PARTNERSHIP , a Michigan limited
partnership, SUN COMMUNITIES FINANCE, LLC , a Michigan
limited liability company, SUN HOLLY FOREST LLC , a Michigan
limited liability company, and SUN SADDLE OAK LLC , a
Michigan limited liability company (individually and collectively,
“ Borrower ”) and (ii) PNC ARCS
LLC , a Delaware limited liability company,
successor-in-interest to ARCS COMMERCIAL MORTGAGE CO., L.P., a
California limited partnership (“ Lender
”).
RECITALS
A.
Borrower and Lender are parties to
that certain Amended and Restated Master Credit Facility Agreement,
dated as of April 28, 2004 (as amended, modified, supplemented or
restated from time to time, the “ Master
Agreement ”).
B. All
of Lender’s right, title and interest in the Master Agreement
and the Loan Documents executed in connection with the Master
Agreement or the transactions contemplated by the Master Agreement
have been assigned to Fannie Mae pursuant to those certain
Assignments of Amended and Restated Master Credit Facility
Agreement and other Loan Documents, dated as of May 29, 2004 and
April 28, 2004 (the “ Assignments ”).
Fannie Mae has not assumed any of the obligations of Lender under
the Master Agreement or the Loan Documents as a result of the
Assignment. Fannie Mae has designated Lender as the servicer of the
Advances contemplated by the Master Agreement.
C. As
of the date hereof, the total outstanding Variable Facility
Commitment is $152,362,500.00. Borrower desires to extend the
Variable Facility Termination Date and the Original Variable
Facility Termination Date for a period of five years from the date
hereof.
D. The
parties are executing this Amendment pursuant to the Master
Agreement to reflect Borrower’s election to extend the
Variable Facility Termination Date and the Original Variable
Facility Termination Date pursuant to Section 1.07 of the Master
Agreement.
NOW, THEREFORE, the parties hereto,
in consideration of the mutual promises and agreements contained in
this Amendment and the Master Agreement, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, hereby agree as follows:
Section 1.
Extension of Variable Facility Termination Date .
Pursuant to Section 1.07 of the Master Agreement, the Variable
Facility Termination Date and the Original Variable Facility
Termination Date are hereby extended to May 1, 2014. The
definitions of “Original Variable Facility Termination
Date” and the “Variable Facility Termination
Date” are hereby replaced in its entirety by the following
new definitions:
“ Original Variable
Facility Termination Date ” means May 1, 2014.
“ Variable Facility
Termination Date ” means May 1, 2014.
Section 2.
Variable Facility Fee . The definition of
“Variable Facility Fee” is hereby replaced in its
entire
