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SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
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 Michigan limited partnership (“SCOLP”), and SUN VIRGINIA PARK RV LLC, a Michigan limited liability company (“Virginia Park Purchaser”), SUN PETERS POND RV LLC, a Michigan limited liability company (“Peters Pond Purchaser”), SUN FIESTA KEY RV LLC, a Michigan limited liability company (“Fiesta Key Purchaser”), SUN NEWPOINT RV LLC, a Michigan limited liability company (“Newpoint Purchaser”), SUN GWYNN’S ISLAND RV, LLC, a Michigan limited liability company (“Gwynns Purchaser”), SUN WESTWARD HO RV, LLC, a Michigan limited liability company (“Westward Ho Purchaser”), SUN SEAPORT RV, LLC, a Michigan limited liability company (“Seaport Purchaser”, together with Virginia Park Purchaser, Peters Pond Purchaser, Fiesta Key Purchaser, Newpoint Purchaser, Gwynns Purchaser and Westward Ho Purchaser, each a “Purchaser” and collectively, the “Purchasers” and together with SCOLP, the “Sun Parties”);.
RECITALS
A. Contributors and Sun Parties are parties to that certain Contribution Agreement, dated December 9, 2012, as amended by that First Amendment to Contribution Agreement, dated December 13, 2012 (the “Agreement”), pertaining to the contribution and purchase of certain recreational vehicle communities (each a “Project” and collectively, the “Projects”), all as more particularly described in the Agreement; and
B. The parties desire to amend the Agreement pursuant to the terms and conditions set forth herein.
C. All capitalized terms not otherwise defined herein shall be defined as set forth in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The last two sentences of the second paragraph in Section 16.1 are hereby deleted in their entirety.
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2. Exhibit AA attached to the Agreement is hereby amended to reflect that both the Loan Date and the effective date of the Management Agreement for Peters Pond will be on or before January 31, 2013.
3. Except as set forth herein, the Agreement remains unmodified and in full force and effect.
4. This Amendment may be executed in any number of counterparts, and by separate parties hereon on separate counterparts, and all of such counterparts taken together shall constitute one and the same Amendment. This Amendment may be executed and delivered by facsimile. The section headings set forth in this Amendment are for convenience of reference only, and do not define, limit or construe the contents of such sections.
[Signature page attached]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.
CONTRIBUTORS:
MORGAN FIESTA KEY LLC
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
GWYNNS ISLAND RV RESORT LLC
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
NEWPOINT RV RESORT LLC
By: Morgan RMHC LLC, Managing Member
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
PETERS POND RV RESORT INC.
By:/s/ Robert C. Morgan
Robert C. Morgan, President
SEAPORT LLC
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
[Signature Page Continued]
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[Signature Page to Amendment, dated December 31, 2012]
VIRGINIA TENT LLC
By: Morgan RMHC LLC, Managing Member
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
WESTWARD HO RV RESORT LLC
By:/s/ Robert C. Morgan
Robert C. Morgan, Manager
[Signature Page Continued]
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[Signature Page to Amendment, dated December 31, 2012]
SCOLP:
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership
By: Sun Communities, Inc., General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
PURCHASERS:
SUN VIRGINIA PARK RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
SUN PETERS POND RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
[Signature Page Continued]
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[Signature Page to Amendment, dated February 8, 2013]
SUN FIESTA KEY RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
SUN NEWPOINT RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
SUN GWYNN’S ISLAND RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
[Signature Page Continued]
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[Signature Page to Amendment, dated February 8, 2013]
SUN WESTWARD HO RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
SUN SEAPORT RV LLC,
a Michigan limited liability company
By: Sun Communities Operating Limited Partnership, a Michigan limited partnership, its sole member
By: Sun Communities, Inc.,
General Partner
By: /s/ Karen J. Dearing
Name: Karen J. Dearing
Title: EVP, CFO
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