Equity LifeStyle Properties (ELS) 8-K First Amendment to Credit Agreement (Revolving Facility) and Guarantor Consent and Confirmation

Exhibit 99.2

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT AND LOAN NOTE
AND GUARANTOR CONSENT AND CONFIRMATION

          THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT AND LOAN NOTE AND GUARANTOR CONSENT AND CONFIRMATION (this “Amendment”) is made and entered into as of September 21, 2007 by MHC Operating Limited Partnership, an Illinois limited partnership (“Borrower”), Equity Lifestyles Properties, Inc., a Maryland corporation (the “REIT”), MHC Trust, a Maryland real estate investment trust (“MHC Trust”), MHC T1000 Trust, a Maryland real estate investment trust (“T1000 Trust”) and Wells Fargo Bank, N.A (“Lender”).

Recitals

          A. Lender agreed to provide a loan to Borrower pursuant to the Second Amended and Restated Loan Agreement, dated as of July 14, 2006, among Borrower, the REIT, MHC Trust, T1000 Trust and Lenders (as amended, the “Credit Agreement”) in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000). The loan is evidenced by the Revolving Loan Note, dated May 4, 2004 and executed by Borrower in favor of Lender (as amended, the Loan Note), and is guaranteed by the REIT, MHC Trust, T1000 Trust pursuant to the REIT Guaranty.

          B. Borrower, the REIT, MHC Trust, T1000 Trust and Lenders have agreed to modify the Credit Agreement and Loan Note as provided herein.

Agreement

          NOW, THEREFORE, the parties hereto agree as follows:

     1. Capitalized Terms. Capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

     2. Credit Agreement Amendments.

          a. In the definition of “Adjusted Asset Value” in Section 1.01 of the Credit Agreement, the phrase “seven one-hundredths (0.07)” is deleted and the following is substituted therefor:

          “sixty-five one-thousandths (0.065)”.

          b. In the definition of “Facility” in Section 1.01 of the Credit Agreement, the phrase “Fifty Million ($50,000,000)” is deleted and the following is substituted therefore:

          “Twenty Million Dollars ($20,000,000)”.

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          c. In the definition of “Interest Period” in Section 1.01 of the Credit Agreement, the following phrase is inserted after the phrase “and shall end on (but exclude)”:

          “the day that is fourteen (14) days thereafter or”.

          d. In the definition of “Loan Note” in Section 1.01 of the Credit Agreement, the phrase “Fifty Million Dollars ($50,000,000)” is deleted and the following is substituted therefor:

          “Twenty Million Dollars ($20,000,000)”.

          e. In the definition of “Unencumbered Asset Value” in Section 1.01 of the Credit Agreement, the phrase “seven hundred twenty-five ten-thousandths (0.0725)” is deleted and the following is substituted therefor:

          “seven one-hundredths (0.07)”.

     3. Loan Note Amendment.

          a. The phrase “$50,000,000” in heading of the Loan Note is deleted and the following is substituted therefor:

          “$20,000,000”.

          b. The phrase “Fifty Million Dollars ($50,000,000)” in the first paragraph of the Loan Note is deleted and the following is substituted therefor:

          “Twenty Million Dollars ($20,000,000)”.

     3. Continuation. This Amendment is made upon all of the terms, covenants and agreements of the Credit Agreement, Guaranty and other Loan Documents, which are incorporated herein by reference, and the provisions contained herein shall have the same effect as if such provisions were originally included therein. Except as supplemented and amended hereby, all of the terms, covenants and agreements in the Credit Agreement, Guaranty and other Loan Documents remain unchanged, and as supplemented and amended, they continue in full force and effect.

     4. Reaffirmation. Borrower, the REIT, MHC Trust and T1000 Trust hereby reaffirm to Lenders each of their respective representations, warranties, covenants and agreements set forth in the Credit Agreement and other Loan Documents with the same force and effect as if each were separately stated herein and made as of the date hereof. The REIT, MHC Trust and T1000 Trust hereby reaffirm to Lenders their obligations under the Guaranty and the waivers, as

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set forth in the Guaranty, of each and every one of the possible defenses to such obligations. The REIT, MHC Trust and T1000 Trust further reaffirm that their obligations under the Guaranty are separate and distinct from Borrower’s obligations.

     5. Ratification. Borrower, the REIT, MHC Trust and T1000 Trust hereby ratify, affirm, reaffirm, acknowledge, confirm and agree that the Credit Agreement, Guaranty and other Loan Documents (all as amended by this Amendment) represent the valid, enforceable and collectible obligations of Borrower, the REIT, MHC Trust and T1000 Trust, as applicable, and Borrower, the REIT, MHC Trust and T1000 Trust further acknowledge that there are no existing claims, defenses, personal or otherwise or rights of setoff whatsoever with respect to any of the aforementioned instruments or documents, and Borrower, the REIT, MHC Trust and T1000 Trust further acknowledge and represent that, as of the effective date of this Amendment, no event has occurred and is continuing, and no condition exists, which would constitute a default under the Credit Agreement, Guaranty, any Loan Note, any other Loan Document or this Amendment, either with or without notice or lapse of time, or both. Borrower, the REIT, MHC Trust and T1000 Trust confirm the waiver of any rights of redemption and reinstatement, to the full extent provided by law.

10.Conditions. This Amendment shall become effective as of the date first written above upon receipt by Wells Fargo of the following:

          a. A copy of this Amendment executed by the parties hereto.

          b. Payment by Borrower of all costs and expenses incurred by Lenders in connection with this Amendment.

          c. A certificate stating that the organizational documents for Borrower, the REIT, MHC Trust and T1000 Trust have not changed (or if changed, in what manner) since the date such documents were certified and delivered to Wells Fargo in connection with the execution of the Loan Documents and attaching duly adopted resolutions of each such party approving this Amendment.

          d. Good standing certificates with respect to Borrower, the REIT, MHC Trust and T1000 Trust from the Secretaries of State of their respective states of formation.

     11. Counterparts. This Amendment may be executed in one or more counterparts, each of which is an original and all of which constitute one agreement.

     12. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Illinois, except to the extent preempted by United States Federal law.

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          IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the day and year first above written.

“Borrower”

MHC OPERATING LIMITED PARTNERSHIP,
an Illinois limited partnership

By: MHC Trust, a Maryland real estate investment trust, its General Partner
	By: Equity LifeStyle Properties, Inc., a Maryland corporation, its Sole Voting Shareholder
	By:	/s/ Ellen Kelleher
	Name:	Ellen Kelleher
	Title:	EVP, General Counsel & Secretary
Address: Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Telecopy: 312/279-1710

(Signature Page to First Amendment)

“REIT”
EQUITY LIFESTYLE PROPERTIES, INC., a Maryland corporation
By:	/s/ Ellen Kelleher
Name:	Ellen Kelleher
Title:	EVP, General Counsel & Secretary
Address: Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Telecopy: 312/279-1710

(Signature Page to First Amendment)

“MHC Trust”
MHC TRUST, a Maryland real estate investment trust
	By: Equity LifeStyle Properties, Inc., a Maryland corporation, its Sole Voting Shareholder
	By:	/s/ Ellen Kelleher
	Name:	Ellen Kelleher
	Title:	EVP, General Counsel & Secretary
Address: Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Telecopy: 312/279-1710
“T l000 Trust”
MHC T1000 Trust, a Maryland real estate investment trust

By:	/s/ Ellen Kelleher
Name:	Ellen Kelleher
Title:	EVP, General Counsel & Secretary
Address: Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606         Telecopy: 312/279-1710

(Signature Page to First’Amendment)

WELLS FARGO BANK, N. A, as Agent, Sole Lead Arranger, Swingline Lender, Issuing Lender and a Lender
By:	/s/ Scott S. Solis
Name:	Scott S. Solis
Title:	Senior Vice President
Address: 123 North Wacker Drive Suite 1900 Chicago, Illinois 60606 Attn.: Scott S.Solis Telecopy: 312/782-0969

(Signature Page to First Amendment)