AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 2003

REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

<Table>

MICHIGAN 6500 38-3144240
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification Number)
</Table>

---------------------
GARY A. SHIFFMAN
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN
27777 FRANKLIN ROAD
SUITE 200
SOUTHFIELD, MICHIGAN 48034
(248) 208-2500
(Name, address, including zip code, and telephone number,
including area code, of the Registrant's Principal Executive Offices)
---------------------
COPIES TO:

JEFFREY M. WEISS, ESQ.
SARA M. KRUSE, ESQ.
JAFFE, RAITT, HEUER & WEISS, PROFESSIONAL CORPORATION
ONE WOODWARD, SUITE 2400
DETROIT, MICHIGAN 48226
(313) 961-8380
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
---------------------

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------

5. 75% Notes due 2010 $150,000,000 100% $150,000,000 $12,135
- ---------------------------------------------------------------------------------------------------------------------
Total $150,000,000 100% $150,000,000 $12,135
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</Table>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 10, 2003

PROSPECTUS

SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP

OFFER TO EXCHANGE

$150,000,000 5.75% EXCHANGE NOTES DUE 2010

---------------------

FOR ANY AND ALL OUTSTANDING
$150,000,000 5.75% NOTES DUE 2010

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON , 2003, UNLESS EXTENDED.

- - We are offering to exchange up to $150,000,000 aggregate principal amount of
our 5.75% exchange notes due 2010 for $150,000,000 aggregate principal amount
of our outstanding 5.75% notes due 2010 that we issued in a private offering
on April 11, 2003. The registered notes offered in exchange for the
unregistered notes are sometimes referred to in this prospectus as the
exchange notes.

- - The terms of the exchange notes to be issued are substantially identical to
the terms of the unregistered notes, except that specific transfer
restrictions and registration rights relating to the unregistered notes will
not apply to the exchange notes.

- - All notes that are validly tendered in the exchange offer and not withdrawn
will be exchanged.

- - You may withdraw tendered unregistered notes at any time before the expiration
of the exchange offer.

- - If you do not validly tender your unregistered notes for exchange notes you
will continue to hold unregistered notes that are subject to the rights and
limitations applicable to those notes, including existing restrictions on
transfer of the unregistered notes.

- - Each broker-dealer that receives exchange notes for its own account pursuant
to the exchange offer must acknowledge to us that it will deliver a prospectus
in connection with any resales of those notes. If you are a broker-dealer that
acquired the unregistered notes as a result of market making or other trading
activities, you may use this prospectus for the exchange offer, as
supplemented or amended, in connection with resales of the exchange notes.

- - We will not receive any proceeds from the exchange offer. We will pay the
expenses of the exchange offer.

- - The exchange offer will expire at 5:00 p.m., New York City time, on ,
2003, unless we, in our sole discretion, extend the exchange offer, in which
case the term "expiration date" shall mean the latest date and time to which
the exchange offer is extended. See "The Exchange Offer -- Expiration Date;
Extensions; Amendments."

Investing in the notes involves a high degree of risk.
See "Risk Factors" beginning on page 10.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS JUNE , 2003.

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Available Information....................................... ii
Incorporation of Certain Documents by Reference............. ii
Disclosure Regarding Forward-Looking Statements............. iii
Prospectus Summary.......................................... 1
Summary Financial Data...................................... 8
Risk Factors................................................ 10
Use of Cash Proceeds........................................ 21
Ratios of Earnings to Fixed Charges......................... 21
Selected Financial Data..................................... 22
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 24
Business.................................................... 36
Properties.................................................. 39
Description of Secured Indebtedness......................... 47
The Exchange Offer.......................................... 49
Description of Exchange Notes............................... 59
Management.................................................. 73
Certain Transactions........................................ 74
Policies with Respect to Certain Activities................. 77
Certain U.S. Federal Tax Considerations..................... 80
Plan of Distribution........................................ 81
Legal Matters............................................... 81
Experts..................................................... 81
Index to Consolidated Financial Statements.................. F-1
</Table>

AVAILABLE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission under the Exchange Act.
You may read and copy this information at the following location of the
Securities and Exchange Commission:

Public Reference Room
Room 1024
450 Fifth Street, N. W.
Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at (800) SEC-0330. The Securities
and Exchange Commission also maintains an internet world wide web site that
contains reports, proxy statements and other information about issuers, like us,
who file electronically with the Securities and Exchange Commission. The address
of that website is www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of a registration statement filed by us with the
Securities and Exchange Commission under the Securities Act. As allowed by
Securities and Exchange Commission rules, this prospectus does not contain all
of the information that you can find in the registration statement or the
exhibits to the registration statement. The reports and other documents referred
to below shall be deemed to be incorporated by reference in and made a part of
this prospectus. Sun Communities, Inc. is our general partner.

We incorporate by reference into this prospectus:

1. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, filed with the Commission on May 15, 2003.

2. Sun Communities, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003, filed with the Commission on May 15, 2003.

3. Our Annual Report on Form 10-K for the year ended December 31,
2002, filed with the Commission on March 31, 2003, as amended by our Annual
Report on Form 10-K/A for the year ended December 31, 2002, filed with the
Commission on April 15, 2003.

4. Sun Communities, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2002, filed with the Commission on March 31, 2003, as
amended by its Annual Report on Form 10-K/A for the year ended December 31,
2002, filed with the Commission on April 15, 2003.

5. The audited financial statements of Origen Financial, L.L.C. filed
as Exhibit 99.3 to our Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 31, 2003.

6. The audited financial statements of Sun Home Services, Inc. filed
as Exhibit 99.4 to our Annual Report on Form 10-K/A for the year ended
December 31, 2002, filed with the Commission on April 15, 2003.

7. The Proxy Statement dated April 23, 2003 for the Annual Meeting of
stockholders of Sun Communities, Inc. held on May 28, 2003.

8. Any future filings which we or Sun Communities, Inc. make with the
Securities and Exchange Commission under Sections 13 (a), 13 (c), 14 or 15
(d) of the Securities Exchange Act of 1934, after the date of this
prospectus and prior to the termination of the exchange offer.

Any statement made in a document incorporated or deemed incorporated in
this prospectus by reference shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document which also is
incorporated or deemed

incorporated by reference in this prospectus modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus has been delivered, upon written or
oral request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference in such documents). Written requests
for such copies should be addressed to Jeffrey P. Jorissen at 27777 Franklin
Road, Suite 200, Southfield, Michigan 48034, telephone number (248) 208-2500.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "Forward-Looking Statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Exchange Act. The words "will," "may,"
"designed to," "outlook," "believes," "should," "anticipates," "budgeted,"
"plans," "expects," "intends," and "estimates," and similar expressions,
identify these forward-looking statements. Forward-looking statements in this
prospectus are contained principally under the headings "Prospectus Summary" and
"Risk Factors". Although we believe that the expectations reflected in such
forward-looking statements are based on reasonable assumptions, these
expectations may not prove to be correct. Important factors that could cause our
actual results to differ materially from the forward-looking statements we make
in this prospectus include those found in the section entitled "Risk Factors"
and the following:

- general economic conditions in the markets in which we operate;

- the perceptions of prospective tenants of the attractiveness of our
properties;

- our ability to manage and maintain our properties and secure adequate
insurance;

- applicable laws, including tax laws;

- interest rate levels; and

- the availability of financing.

All forward-looking statements included in this prospectus are based on
information available to us on the date of this prospectus. We do not intend to
and disclaim any duty to update or revise any forward-looking statements that we
make in this prospectus or other documents, reports, filings or press releases,
whether as a result of new information, future events or otherwise.

iii

PROSPECTUS SUMMARY

In this prospectus, the terms "Company," "us," "we" and "our" refers to Sun
Communities Operating Limited Partnership and our affiliated entities as a
consolidated group and the terms "Sun Communities" and "General Partner" refer
to Sun Communities, Inc. This is only a summary and it does not contain all the
information that may be important to you. You should read this entire
prospectus, especially "Risk Factors" and our financial statements and the
related notes included in this prospectus before deciding to invest in our
notes.

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

We own, operate, develop and finance manufactured housing communities
concentrated in the midwestern and southeastern United States. Sun Communities,
Inc., a Maryland corporation and our sole general partner, is a fully integrated
real estate company which, together with its affiliates and predecessors, has
been in the business of acquiring, operating, developing and expanding
manufactured housing communities since 1975. As of March 31, 2003, we owned and
operated a portfolio of 129 properties containing an aggregate of 44,125
developed sites, comprised of 39,003 developed manufactured home sites and 5,122
recreational vehicle sites, and an additional 7,463 manufactured home sites
suitable for development. We are a Michigan limited partnership. Sun Communities
is a Maryland corporation. Sun Communities' common stock is listed on the New
York Stock Exchange under the symbol "SUI." Our executive offices are located at
27777 Franklin Road, Suite 200, Southfield, Michigan 48034. Our telephone number
is (248) 208-2500.

STRUCTURE

THE MANUFACTURED HOUSING COMMUNITY INDUSTRY

A manufactured housing community is a residential subdivision designed and
improved with sites for the placement of manufactured homes and related
improvements and amenities. Manufactured homes are detached, single-family homes
which are produced off-site by manufacturers and installed on sites within the
community. Manufactured homes are available in a wide array of designs,
providing owners with a level of customization generally unavailable in other
forms of multifamily housing.

Modern manufactured housing communities, such as our properties, contain
improvements similar to other garden-style residential developments, including
centralized entrances, paved streets, curbs and gutters, and parkways. In
addition, these communities also often provide a number of amenities, such as a
clubhouse, a swimming pool, shuffleboard courts, tennis courts, laundry
facilities and cable television service.

The owner of each home on our properties leases the site on which the home
is located. We own the underlying land, utility connections, streets, lighting,
driveways, common area amenities and other capital improvements and are
responsible for enforcement of community guidelines and maintenance. Some of the
properties provide water and sewer service through public or private utilities,
while others provide these services to residents from on-site facilities. Each
owner within our properties is responsible for the maintenance of his or her
home and leased site. As a result, capital expenditure needs tend to be less
significant, relative to multi-family rental apartment complexes.

THE EXCHANGE OFFER

The Exchange Offer............ We are offering to issue up to $150.0 million
in principal amount of exchange notes,
registered under the Securities Act, in
exchange for a like principal amount of our
unregistered notes that were issued on April
11, 2003 in a transaction exempt from
registration. You may tender your unregistered
notes by following the procedures described
under the heading "The Exchange Offer."

If you do not validly tender your unregistered
notes and accept our exchange offer, you will
continue to hold unregistered notes and will
continue to be subject to the rights and
limitations applicable to those notes,
including existing transfer restrictions. After
the exchange offer, we will have no further
obligation to provide for the registration
under the Securities Act of your unregistered
notes, except in limited circumstances. See
"The Exchange Offer -- Consequences of Failure
to Exchange."

Registration Rights
Agreement..................... We sold the unregistered notes pursuant to a
purchase agreement, dated April 8, 2003, by and
among us, Lehman Brothers Inc., and A.G.
Edwards & Sons, Inc., as the initial
purchasers. Pursuant to the purchase agreement,
we entered into a registration rights agreement
by and among us, Sun Communities, Lehman
Brothers Inc. and A.G. Edwards & Sons, Inc.,
dated as of April 11, 2003, which grants the
holders of the unregistered notes specific
exchange and registration rights. The exchange
offer is intended to satisfy those rights. See
"The Exchange Offer -- Termination of Specific
Rights."

Expiration Date............... The exchange offer will expire at 5:00 p.m.,
New York City time, on , 2003, unless
we, in our sole discretion, extend the exchange
offer, in which case the term "expiration date"
shall mean the latest date and time to which
the exchange offer is extended. See "The
Exchange Offer -- Expiration Date; Extensions;
Amendments."

Conditions to the Exchange
Offer......................... The exchange offer is subject to specific
customary conditions that may be waived by us.
The exchange offer is not conditioned upon any
minimum aggregate principal amount of
unregistered notes being tendered for exchange.
See "The Exchange Offer -- Conditions."

Resales of the Exchange
Notes......................... Persons who acquire the exchange notes are
responsible for compliance with state
securities or blue sky laws regarding resales.
We assume no responsibility for compliance with
these requirements.

We believe that you may offer for resale,
resell or otherwise transfer the exchange notes
without complying with the registration and
prospectus delivery requirements of the
Securities Act if you:

- Acquire the exchange notes issued in the
exchange offer in the ordinary course of your
business;

- Are not participating, do not intend to
participate and have no arrangement or
understanding with anyone to participate in a
distribution of the exchange notes; and

- Are not an "affiliate" of ours as defined in
Rule 405 of the Securities Act

We have based our belief on the interpretations
of the SEC staff set forth in no-action letters
issued to other companies. We have not,
however, asked the SEC to issue an
interpretation with respect to resales of the
exchange notes, and we do not expect to do so
in the future.

If any of these conditions are not satisfied
and you transfer any exchange notes without
delivering a proper prospectus or without
qualifying for a registration exemption, you
may incur liability under the Securities Act.
We will not be responsible for or indemnify you
against any liability you may incur.

Procedures for Tendering the
Unregistered Notes............ If you wish to tender your unregistered notes
for exchange notes pursuant to the exchange
offer, you must transmit to Deutsche Bank Trust
Company Americas, as exchange agent, on or
prior to the expiration date either:

- A properly completed letter of transmittal,
together with your unregistered notes and any
other documentation required by the letter of
transmittal; or

- If you are effecting delivery by book-entry
transfer, either a completed letter of
transmittal together with the required
documentation or a computer-generated message
transmitted by means of the Automated Tender
Offer Program system of The Depository Trust
Company, or DTC, in which you agree to be
bound by the terms of the letter of
transmittal, and a timely confirmation of
book-entry transfer of your unregistered
notes into the exchange agent's account at
DTC;

in each case in accordance with the detailed
procedures specified in this prospectus and the
letter of transmittal. Holders of unregistered
notes who are unable to deliver these documents
or comply with the procedures for book-entry
transfer on or prior to the expiration date may
follow the guaranteed delivery procedures
described in this prospectus.

The unregistered notes were issued as global
securities, beneficial interests in which are
held by direct or indirect participants in DTC.
The exchange of unregistered notes held in the
form of interest in a global security must be
made through records maintained in book-entry
form by DTC.

By executing and delivering the letter of
transmittal or effecting delivery by book-entry
transfer, you are making the representations to
us set forth under "-- Resales of the Exchange
Notes" above.

Special Procedures for
Beneficial Owners............. If your unregistered notes are registered in
the name of a broker, dealer, commercial bank,
trust company or other nominee and you wish to
tender your unregistered notes, you should
contact the registered holder promptly and
instruct the registered holder to tender your
unregistered notes on your behalf. If you wish
to tender on your own behalf, you must, prior
to completing and executing the letter of
transmittal and delivering your unregistered
notes, either make appropriate arrangements to
register ownership of the unregistered notes in
your name or obtain a properly completed bond
power from the registered holder. The transfer
of registered ownership may take considerable
time and may not be able to be completed prior
to the expiration date. See "The Exchange
Offer -- Procedures for Tendering."

Guaranteed Delivery
Procedures.................... If you wish to tender your unregistered notes
but your unregistered notes are not immediately
available or you cannot deliver your
unregistered notes, the letter of transmittal
or any other documentation required by the
letter of transmittal to the exchange agent
prior to the expiration date, then you must
tender your unregistered notes according to the
guaranteed delivery procedures listed under
"The Exchange Offer -- Guaranteed Delivery
Procedures."

Acceptance of the Unregistered
Notes and Delivery of the
Exchange Notes................ Subject to the satisfaction or waiver of the
conditions to the exchange offer, we will
accept for exchange any and all unregistered
notes that are properly tendered (and not
withdrawn) prior to the expiration date. The
exchange notes will be delivered on the
earliest practicable date following the
expiration date. See "The Exchange
Offer -- Terms of the Exchange Offer."

Withdrawal Rights............. Tenders of unregistered notes may be withdrawn
at any time prior to the expiration date. See
"The Exchange Offer -- Withdrawal of Tenders."

Federal Income Tax
Consequences.................. The exchange of unregistered notes for exchange
notes in the exchange offer will not be a
taxable event for U.S. federal income tax
purposes. See "Certain U.S. Federal Tax
Considerations."

Use of Cash Proceeds.......... We will not receive any proceeds from the
issuance of the exchange notes.

Exchange Agent................ Deutsche Bank Trust Company Americas is serving
as the exchange agent. Deutsche Bank Trust
Company Americas can be contacted as follows:

By Hand
C/O The Depository Trust Clearing Corporation
55 Water Street, 1(st) floor
Jeanette Park Entrance
New York, NY 10041

By Mail:
DB Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737

Fax: (615) 835-3701

By Overnight Mail or Courier:
DB Services Tennessee, Inc.
Corporate Trust & Agency Services
Reorganization Unit
648 Grassmere Park Road
Nashville, TN 37211
Attn: Karl Shepherd
Confirm by Telephone
(615) 835-3572

Information (800) 735-7777

SUMMARY OF THE EXCHANGE NOTES

The form and terms of the exchange notes will be identical in all material
respects to the form and terms of the unregistered notes, except that we will
have registered the exchange notes under the Securities Act and, therefore, they
will not bear legends restricting their transfer. Also, the holders of the
exchange notes will not be entitled to any of the registration rights or the
additional interest provisions applicable to the unregistered notes under the
registration rights agreement, which rights will terminate upon consummation of
the exchange offer. The exchange notes will evidence the same indebtedness as
the unregistered notes which they replace and will be issued under, and be
entitled to the benefits of, the indenture under which the unregistered notes
were issued. For a more complete description of the terms of the exchange notes,
see "Description of Exchange Notes."

Issuer........................ Sun Communities Operating Limited Partnership

Exchange Notes................ $150.0 million in principal amount of 5.75%
senior notes due 2010

Maturity Date................. April 15, 2010

Interest Payment Dates........ April 15 and October 15 of each year beginning
October 15, 2003

Rating........................ BBB by Standard & Poor's; and Baa2 by Moody's
Investor Service. A rating is not a
recommendation to buy, sell or hold securities
and may be subject to revision, suspension or
withdrawal at any time by the assigning rating
organization and each rating should be
evaluated independently of the other rating.

Ranking....................... The exchange notes will be unsecured
obligations and will rank equally with each
other and with all of our other existing and
future unsecured indebtedness. See "Description
of Exchange Notes -- General."

Assuming the offering of the unregistered notes
had been completed as of March 31, 2003 and the
proceeds applied accordingly:

- we would have had a total of $674.0 million
of total debt outstanding;

- we would have had $411.0 million of unsecured
debt, including the exchange notes; and

- the exchange notes would have been
subordinated to approximately $263.0 million
of secured debt.

Optional Redemption........... We may redeem some or all of the exchange notes
at any time at the "make-whole" redemption
prices described under "Description of Exchange
Notes -- Optional Redemption."

Covenants..................... The indenture governing the exchange notes
contains various covenants including covenants
with respect to:

- limitations on the incurrence of debt;

- limitations on encumbering assets; and

- limitations on specified mergers,
consolidations and other similar
transactions.

These covenants are subject to a number of
important qualifications and exceptions. See
"Description of Exchange Notes -- Certain
Covenants."

Absence of a Public Market for
the Notes..................... The exchange notes are new securities. The
exchange notes will not be listed on any
securities exchange. We cannot assure you that
any active or liquid market will develop for
the exchange notes. See "Plan of Distribution."

Events of Default............. For a discussion of events that will permit
acceleration of the payment of principal of,
and accrued interest on, the exchange notes,
see "Description of Exchange Notes -- Events of
Default, Notice and Waiver."

SUMMARY FINANCIAL DATA

You should read the following summary consolidated financial and operating
data for Sun Communities Operating Limited Partnership together with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements included elsewhere in this
prospectus. We derived the historical financial information for each of the five
years ended December 31, 2002 from our audited consolidated financial
statements. We derived the historical financial information for the three months
ended March 31, 2003 and March 31, 2002 from our unaudited consolidated
financial statements. The unaudited financial information has been prepared on
the same basis as our audited financial statements and includes all adjustments,
consisting of normal and recurring adjustments, that we consider necessary for a
fair presentation of our financial position and results of operations as of and
for the periods presented.

<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------------------- ------------------------------------------------------
2003 2002 2002 2001(C) 2000(C) 1999(C) 1998(C)
---------- ---------- ---------- -------- -------- -------- --------
(IN THOUSANDS EXCEPT FOR PER UNIT AND OTHER DATA)

OPERATING DATA:
Revenues:
Income from property......... $ 41,755 $ 39,171 $ 151,612 $138,687 $132,129 $125,137 $114,077
Other income................. 2,942 1,919 10,684 14,401 13,498 7,804 3,837
---------- ---------- ---------- -------- -------- -------- --------
Total revenues......... 44,697 41,090 162,296 153,088 145,627 132,941 117,914
---------- ---------- ---------- -------- -------- -------- --------
Expenses:
Property operating and
maintenance................ 10,217 8,351 33,387 28,972 28,408 27,122 25,484
Real estate taxes............ 3,026 2,552 10,542 9,492 9,083 8,850 8,699
Property management.......... 754 758 2,502 2,746 2,934 2,638 2,269
General and administrative... 1,619 1,319 5,220 4,627 4,079 3,682 3,339
Depreciation and
amortization............... 10,769 9,113 38,525 33,320 30,487 28,388 24,819
Interest..................... 8,760 7,846 32,375 31,016 29,651 27,289 23,987
---------- ---------- ---------- -------- -------- -------- --------
Total expenses......... 35,145 29,939 122,551 110,173 104,642 97,969 88,597
---------- ---------- ---------- -------- -------- -------- --------
Income before equity income
(loss) from affiliates,
distributions to Preferred
OP units, discontinued
operations, and gain from
property dispositions,
net........................ 9,552 11,151 39,745 42,915 40,985 34,972 29,317
Equity income (loss) from
affiliates................. (171) (222) (16,627)(a) 131 607 1,726 2,147
---------- ---------- ---------- -------- -------- -------- --------
Income before distributions
to Preferred OP Units,
discontinued operations,
and gain from property
dispositions, net.......... 9,381 10,929 23,118 43,046 41,592 36,698 31,464
Less distributions to
Preferred OP Units......... 2,128 1,919 7,803 8,131 7,826 3,663 2,505
---------- ---------- ---------- -------- -------- -------- --------
Income before discontinued
operations and gain from
property distributions,
net........................ 7,253 9,010 15,315 34,915 33,766 33,035 28,959
Income (loss) from
discontinued operations.... -- 322 322 (75) (89) (92) (65)
Gain from property
dispositions, net............ -- -- -- 4,275 4,801 829 655(b)
---------- ---------- ---------- -------- -------- -------- --------
Earnings attributable to OP
Units........................ $ 7,253 $ 9,332 $ 15,637 $ 39,115 $ 38,478 $ 33,772 $ 29,549
========== ========== ========== ======== ======== ======== ========
</Table>

Earning attributed to:
Continuing operations
General Partner............ $ 6,343 $ 7,834 $ 13,312 $ 33,975 $ 33,371 $ 29,168 $ 26,153
Limited Partner............ 910 1,176 2,003 5,215 5,196 4,696 3,461
Discontinued operations
General Partner............ -- 280 280 (65) (77) (79) (57)
Limited Partner............ -- 42 42 (10) (12) (13) (8)
---------- ---------- ---------- -------- -------- -------- --------
$ 7,253 $ 9,332 $ 15,637 $ 39,115 $ 38,478 $ 33,772 $ 29,549
========== ========== ========== ======== ======== ======== ========
Basic earnings per OP Unit:
Continuing operations........ $ 0.36 $ 0.45 $ 0.76 $ 1.96 $ 1.92 $ 1.69 $ 1.55
Discontinued operations...... -- 0.02 0.01 -- -- -- --
---------- ---------- ---------- -------- -------- -------- --------
Net income................... $ 0.36 $ 0.47 $ 0.77 $ 1.96 $ 1.92 $ 1.69 $ 1.55
========== ========== ========== ======== ======== ======== ========
Diluted earnings per OP Unit:
Continuing operations........ $ 0.35 $ 0.44 $ 0.75 $ 1.95 $ 1.92 $ 1.68 $ 1.53
Discontinued operations...... -- 0.02 0.02 -- -- -- --
---------- ---------- ---------- -------- -------- -------- --------
Net income................... $ 0.35 $ 0.46 $ 0.77 $ 1.95 $ 1.92 $ 1.68 $ 1.53
========== ========== ========== ======== ======== ======== ========
Weighted average OP Units
outstanding:
Basic........................ 20,342 19,921 20,177 19,907 19,999 19,961 19,101
========== ========== ========== ======== ======== ======== ========
Diluted...................... 20,468 20,137 20,363 20,089 20,085 20,113 19,276
========== ========== ========== ======== ======== ======== ========
Distribution per OP Unit....... $ 0.58 $ 0.55 $ 2.29 $ 2.18 $ 2.10 $ 2.02 $ 1.94
========== ========== ========== ======== ======== ======== ========
BALANCE SHEET DATA:
Rental property, before
accumulated depreciation..... $1,181,545 $1,003,993 $1,174,837 $969,936 $867,377 $847,696 $803,152
Total assets................... $1,169,641 $1,028,346 $1,166,576 $997,049 $969,228 $906,632 $824,039
Total debt..................... $ 672,333 $ 519,784 $ 667,373 $495,198 $464,508 $401,564 $365,164
Redeemable Preferred OP
Units........................ $ 58,148 $ 48,458 $ 53,978 $ 43,958 $ 39,347 $ 35,783 $ 35,783
Partners' capital.............. $ 415,550 $ 431,717 $ 420,644 $431,281 $440,230 $443,009 $398,336
OTHER DATA (AT END OF PERIOD):
Total properties............... 129 103 129 116 109 110 104
Total sites.................... 44,125 41,228 43,959 40,544 38,282 38,217 37,566
</Table>

- ---------------

(a) Included in equity income (loss) from affiliates in 2002 is a $13.6 million
write-off of the Company's investment in Origen.
(b) Includes an $875 expense related to an unsuccessful portfolio acquisition.
(c) Revenues and expenses for the years ended December 31, 2001, 2000, 1999 and
1998 have been restated to conform with SFAS No. 144 which requires
operations of properties sold or held for sale to be reclassified as
discontinued operations.

RISK FACTORS

You should consider carefully the following risks in addition to all the
other information included in this prospectus, including the section regarding
Forward-Looking Statements, before deciding to tender your unregistered notes in
the exchange offer. Any of the following factors could harm our business and
future results of operations and could result in a partial or complete loss of
your investment.

RISKS RELATING TO THE EXCHANGE OFFER

THE RESTRICTIONS ON TRANSFER OF THE UNREGISTERED NOTES WILL CONTINUE IF THEY
ARE NOT TENDERED OR ARE NOT ACCEPTED FOR EXCHANGE.

We will issue the exchange notes in exchange for the unregistered notes
timely received by the exchange agent and accompanied by a properly completed
and duly executed letter of transmittal or computer-generated message
transmitted by DTC's ATOP system and all other documentation. Therefore, if you
want to tender your unregistered notes, you must properly complete all
documentation and allow sufficient time to ensure timely delivery. Neither we
nor the exchange agent is under any duty to give notification of defects or
irregularities with respect to your tender of the unregistered notes.

If you do not tender your unregistered notes or they are not accepted by
the exchange agent, your unregistered notes will continue to be subject to the
existing restrictions upon transfer thereof even after the exchange offer and
you will be required, in the absence of an applicable exemption, to comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. In addition, you will no longer be able
to require us to register the unregistered notes under the Securities Act except
in the limited circumstances provided under our registration rights agreement.
See "The Exchange Offer -- Consequences of Failure to Exchange."

To the extent that unregistered notes are tendered and accepted in the
exchange offer, the trading market for the untendered and the tendered but
unaccepted unregistered notes could be adversely affected due to the limited
principal amount of the unregistered notes that is expected to remain
outstanding following the exchange offer. A small outstanding amount of
unregistered notes could result in less demand to purchase unregistered notes,
and could, therefore, result in lower prices for the unregistered notes.
Moreover, if you do not tender your unregistered notes, you will hold an
investment subject to some restrictions on transfer not applicable to the
exchange notes and, as a result, you may only be able to sell your unregistered
notes at a price that is less than the price available to sellers of the freely
tradable exchange notes.

THERE IS NO CURRENT PUBLIC MARKET FOR THE EXCHANGE NOTES.

The exchange notes are a new issue of securities for which there is
currently no trading market. We cannot guarantee:

- the liquidity of any market that may develop for the exchange notes;

- your ability to sell the exchange notes; or

- the price at which you would be able to sell the exchange notes.

Liquidity of any market for the exchange notes and future trading prices of
the exchange notes will depend on many factors, including:

- prevailing interest rates;

- our operating results; and

- the market for similar securities.

FINANCING RISKS AND RISKS RELATED TO PAYMENTS ON THE NOTES

OUR SIGNIFICANT AMOUNT OF DEBT COULD LIMIT OUR OPERATIONAL FLEXIBILITY OR
OTHERWISE ADVERSELY AFFECT OUR FINANCIAL CONDITION.

We have now and, after this offering, will continue to have a significant
amount of debt. If the offering of the unregistered notes had been completed as
of March 31, 2003 and the proceeds applied accordingly, we would have had
approximately $674.0 million of total debt outstanding, consisting of
approximately $263.0 million in secured debt and approximately $411.0 million in
unsecured debt. In addition, as of March 31, 2003, we had entered into two
capitalized lease obligations for an aggregate of $9.8 million. Each capitalized
lease obligation involves a lease for a manufactured housing community providing
that we will lease the community for a certain number of years and then have the
option to purchase the community at or prior to the end of the lease term. In
each case, if we fail to exercise our purchase right, the landlord has the right
to require us to buy the property at the same price for which we had the
purchase option. If we fail to meet our obligations under the mortgages, the
lender would be entitled to foreclose on all or some of the properties securing
such debt. If we fail to satisfy our lease obligations or an obligation to
purchase the property, the landlord/seller would be entitled to evict us from
the property. In each event, this could have a material adverse effect on us and
our ability to make expected distributions, and could threaten our continued
viability.

Our significant debt could have important consequences to you. For example,
it could:

- make it more difficult for us to obtain additional financing in the
future for our operations, working capital requirements, capital
expenditures, debt service or other general requirements;

- require us to dedicate a substantial portion of our cash flow to pay our
debt and the interest associated with our debt rather than to other areas
of our business;

- limit our operating flexibility due to financial and other restrictive
covenants, including restrictions on incurring additional debt;

- make it more difficult for us to satisfy our obligations with respect to
the notes;

- make us more vulnerable in the event of adverse economic and industry
conditions or a downturn in our business; and

- place us at a competitive disadvantage compared to our competitors that
have less debt.

WE MAY BE ABLE TO INCUR SUBSTANTIALLY MORE DEBT WHICH WOULD INCREASE THE RISKS
ASSOCIATED WITH OUR SUBSTANTIAL LEVERAGE.

Despite our current indebtedness levels, we may still be able to incur
substantially more debt in the future. The terms of the indenture do not fully
prohibit us from doing so. If new debt is added to our current debt levels, an
even greater portion of our cash flow will be needed to satisfy our debt service
obligations. As a result, the related risks that we now face could intensify and
increase the risk of a default on our indebtedness.

THE EXCHANGE NOTES ARE JUNIOR IN RIGHT OF PAYMENT TO OUR SECURED DEBT AND WE
CAN INCUR ADDITIONAL DEBT THAT IS SENIOR TO THE EXCHANGE NOTES.

The exchange notes are effectively subordinated to claims by holders of
debt secured by our properties and any other debt secured by any of our assets.
We are permitted under the terms of the exchange notes, subject to certain
limitations regarding total debt, to incur additional debt that may be senior to
the exchange notes. The subordination of the exchange notes to additional debt
we issue in the future may adversely affect our ability to make payments on the
exchange notes.

THE EXCHANGE NOTES WILL NOT BE SECURED BY ANY OF OUR ASSETS.

The exchange notes will not be secured by any of our assets. If we become
insolvent or are liquidated, the secured lenders will be entitled to exercise
the remedies available to a secured lender under applicable law and
11

pursuant to instruments governing such debt. Accordingly, such lenders will have
a prior claim on our assets. In that event, because the exchange notes will not
be secured by any of our assets, it is possible that there will be no assets
from which claims of holders of the exchange notes can be satisfied or, if any
assets remain, the remaining assets might be insufficient to satisfy those
claims in full.

OUR FINANCIAL COVENANTS LIMIT THE DISCRETION OF OUR MANAGEMENT IN OPERATING OUR
BUSINESS AND COULD PREVENT US FROM ENGAGING IN SOME BENEFICIAL ACTIVITIES.

Our unsecured line of credit contains customary negative covenants
including those that prohibit us from violating certain minimum net worth and
liquidity requirements and debt service coverage ratios. Our ability to borrow
additional funds under the line of credit is subject to compliance with these
financial and other covenants. We rely on borrowings under our line of credit to
finance acquisition and development activities and for working capital, and if
we are unable to borrow under our line of credit or to refinance existing
indebtedness, our financial condition and results of operations would likely be
adversely impacted. The indenture governing the exchange notes contains similar
restrictions, requirements and other limitations on our ability to incur
indebtedness, including total debt to asset ratios, debt service coverage ratios
and secured debt to total asset ratios, which we must maintain. We are also
required to maintain unsecured asset to unsecured debt ratios, while certain
subsidiaries in which both we and Sun Communities hold interests may not incur
any unsecured debt. The indenture also limits our ability to make restricted
payments (including making distributions on, or redeeming or repurchasing our
partnership interests) in excess of certain thresholds, other than those
payments necessary to comply with the real estate investment trust requirements
of the Internal Revenue Code of 1986, as amended, provided that total debt to
asset ratios are met. If we need to pledge properties owned by us in order to
borrow additional funds, these covenants could create a risk of default on our
debt if we cannot continue to satisfy these covenants. If we breach covenants in
our debt agreements, the lender can declare a default and require us to repay
the debt immediately and, if the debt is secured, can immediately take
possession of the property securing the loan. See "Description of the Exchange
Notes -- Certain Covenants".

RISKS RELATING TO OUR BUSINESS

GENERAL ECONOMIC CONDITIONS AND THE CONCENTRATION OF OUR PROPERTIES IN
MICHIGAN AND FLORIDA MAY AFFECT OUR ABILITY TO GENERATE SUFFICIENT REVENUE.

The market and economic conditions in our current markets generally, and
specifically in metropolitan areas of our current markets, may significantly
affect manufactured home occupancy or rental rates. Occupancy and rental rates,
in turn, may significantly affect our revenues, and if our communities do not
generate revenues sufficient to meet our operating expenses, including debt
service and capital expenditures, our cash flow and ability to pay or refinance
our debt obligations could be adversely affected. We derived significant amounts
of rental income for the period ended March 31, 2003 from properties located in
Michigan and Florida. As of March 31, 2003, 44 of our 129 properties, or
approximately 34%, are located in Michigan, and 20 or approximately 16%, are
located in Florida. As a result of the geographic concentration of our
properties in Michigan and Florida, we are exposed to the risks of downturns in
the local economy or other local real estate market conditions which could
adversely affect occupancy rates, rental rates and property values of properties
in these markets. The following factors, among others, may adversely affect the
revenues generated by our communities:

- the national and local economic climate which may be adversely impacted
by, among other factors, plant closings and industry slowdowns;

- local real estate market conditions such as the oversupply of
manufactured housing sites or a reduction in demand for manufactured
housing sites in an area;

- the rental market which may limit the extent to which rents may be
increased to meet increased expenses without decreasing occupancy rates;

- the perceptions by prospective tenants of the safety, convenience and
attractiveness of the properties and the neighborhoods where they are
located;

- zoning or other regulatory restrictions;

- competition from other available manufactured housing sites and
alternative forms of housing (such as apartment buildings and site-built
single-family homes);

- our ability to provide adequate management, maintenance and insurance;

- increased operating costs, including insurance premiums, real estate
taxes and utilities; or

- the enactment of rent control laws.

Our income would also be adversely affected if tenants were unable to pay
rent or if sites were unable to be rented on favorable terms. If we were unable
to promptly relet or renew the leases for a significant number of the sites, or
if the rental rates upon such renewal or reletting were significantly lower than
expected rates, then our funds from operations and ability to pay or refinance
our debt could be adversely affected. In addition, certain expenditures
associated with each equity investment (such as real estate taxes and
maintenance costs) generally are not reduced when circumstances cause a
reduction in income from the investment. Furthermore, real estate investments
are relatively illiquid and, therefore, will tend to limit our ability to vary
our portfolio promptly in response to changes in economic or other conditions.

COMPETITION AFFECTS OCCUPANCY LEVELS AND RENTS WHICH COULD ADVERSELY AFFECT OUR
REVENUES.

All of our properties are located in developed areas that include other
manufactured housing community properties. The number of competitive
manufactured housing community properties in a particular area could have a
material adverse effect on our ability to lease sites and on rents charged at
our properties or at any newly acquired properties. We may be competing with
others with greater resources and whose officers and directors have more
experience than our officers and directors. In addition, other forms of
multi-family residential properties, such as private and federally funded or
assisted multi-family housing projects and single-family housing, provide
housing alternatives to potential tenants of manufactured housing communities.

OUR ADVANCES TO ORIGEN SUBJECT US TO CERTAIN RISKS.

Currently, we (together with one unaffiliated lender and one lender
affiliated with Gary A. Shiffman, the Chief Executive Officer of Sun
Communities) provide financing to Origen Financial, L.L.C. ("Origen"). The
financing provided to Origen consists of a $48.0 million standby line of credit
and a $10.0 million term loan, each bearing interest at a per annum rate equal
to 700 basis points over LIBOR, with a minimum interest rate of 11% and a
maximum interest rate of 15%. This credit facility matures December 31, 2003 but
is extendable automatically to December 31, 2004 upon the occurrence of certain
events. This credit facility is collateralized by a security interest in
Origen's assets, which is subordinate in all respects to all institutional
indebtedness of Origen, and a guaranty and pledge of assets by Bingham Financial
Services Corporation.

Under the terms of a participation agreement we entered into with the other
lenders, we are obligated to loan up to $35.5 million to Origen under the credit
facility (of which approximately $35.2 million was advanced as of March 31,
2003) and the other lenders are required to loan up to $22.5 million to Origen
under the credit facility and we jointly administer the credit facility. Under
the participation agreement, we are entitled to 43.75% of the first $40.0
million of proceeds from Origen upon repayment of the credit facility and $18.0
million of our advances to Origen are subordinate in all respects to the first
$40.0 million of proceeds from Origen upon repayment of the credit facility.

Origen's business has been negatively impacted by the current condition of
the manufactured housing finance industry, illustrated by the bankruptcy filings
of Oakwood Homes Corporation and Conseco, Inc. in the fourth quarter of 2002. In
particular, Origen's business has suffered as a result of the general economic
recession, excessive amounts of repossession inventory, declining recovery rates
in the repossession market and the deteriorating asset-backed securitization
market. Origen's principal source of liquidity is its securitization program
through which its loans are sold into the asset-backed securities market.
Although Origen has
13

successfully accessed this market in the past, Origen is currently unable to
access the asset-backed securities market on favorable terms and Origen may not
be able to access this market on terms attractive to Origen in the future. If
Origen cannot sell its loans in the asset-backed securities market on favorable
terms and Origen is unable to secure alternative sources of funding, its
business, financial condition and liquidity will be materially adversely
affected.

Although we do not believe that our advances to Origen are impaired at this
time, we will continually evaluate the realizability of our advances to Origen
in accordance with applicable accounting standards and we may be required to
write-off all or a portion of our advances to Origen in the future. If we
write-off all or a portion of our advances to Origen in the future, our results
of operations and financial condition could be materially and adversely
affected.

In addition, the Origen credit facility subjects us to all of the risks of
being a lender. These risks include the risks relating to borrower delinquency
and default and the adequacy of the collateral for such loans. Because this
credit facility is subordinated to certain senior debt of Origen, in the event
Origen is unable to meet its obligations under the senior debt facility, our
right to receive amounts owed to us under our credit facility will be suspended
pending payment of the amounts owing under the senior debt facility. Because the
security interest securing Origen's obligations under the credit facility is
subordinate to the security interest of certain senior debt of Origen, in the
event of a bankruptcy of Origen, our right to access Origen's assets to satisfy
the amounts outstanding under the credit facility would be subject to the senior
lender's prior rights to the same collateral. Moreover, if we choose to advance
additional funds to Origen beyond the $58.0 million credit facility and the
other participation lenders do not participate in such additional advances,
these secondary advances will be subordinate to any senior debt of Origen and
subordinate to all indebtedness of Origen in which all participation lenders
have participated.

INCREASES IN TAXES AND REGULATORY COMPLIANCE COSTS MAY REDUCE OUR REVENUE.

Costs resulting from changes in real estate tax laws generally may be
passed through to tenants and will not affect us. Increases in income, service
or other taxes, however, generally are not passed through to tenants under
leases and may adversely affect our funds from operations and our ability to pay
or refinance our debt. Similarly, changes in laws increasing the potential
liability for environmental conditions existing on properties or increasing the
restrictions on discharges or other conditions may result in significant
unanticipated expenditures, which would adversely affect our funds from
operations and our ability to pay or refinance our debt obligations.

THE FINANCIAL CONDITION AND SOLVENCY OF OUR BORROWERS AND THE MARKET VALUE OF
OUR PROPERTIES MAY ADVERSELY AFFECT OUR INVESTMENTS IN REAL ESTATE, INSTALLMENT
AND OTHER LOANS.

As of March 31, 2003, we had an investment of approximately $39.4 million
in real estate loans to several entities and properties, some of which are
secured by a first lien on the underlying property, and others which are
unsecured loans subordinate to the primary lender. Also, as of March 31, 2003,
we had outstanding approximately $11.4 million in installment loans to owners of
manufactured homes. These installment loans are collateralized by the
manufactured homes. We may invest in additional mortgages and installment loans
in the future. As of March 31, 2003, we had advances of approximately $35.2
million to Origen under a $58.0 million credit facility. By virtue of our
investment in the mortgages and the loans, we are subject to the following risks
of such investment:

- the borrowers may not be able to make debt service payments or pay
principal when due;

- the value of property securing the mortgages and loans may be less than
the amounts owed; and

- interest rates payable on the mortgages and loans may be lower than our
cost of funds.

If any of the above occurred, funds from operations and our ability to pay
or refinance our debt obligations could be adversely affected.

WE MAY NOT BE ABLE TO INTEGRATE OR FINANCE OUR DEVELOPMENT ACTIVITIES.

We are engaged in the construction and development of new communities, and
intend to continue in the development and construction business in the future.
Our development and construction business may be exposed to the following risks
which are in addition to those risks associated with the ownership and operation
of established manufactured housing communities:

- we may not be able to obtain financing with favorable terms for community
development which may make us unable to proceed with the development;

- we may be unable to obtain, or face delays in obtaining, necessary
zoning, building and other governmental permits and authorizations, which
could result in increased costs and delays, and even require us to
abandon development of the community entirely if we are unable to obtain
such permits or authorizations;

- we may abandon development opportunities that we have already begun to
explore and as a result we may not recover expenses already incurred in
connection with exploring such development opportunities;

- we may be unable to complete construction and lease-up of a community on
schedule resulting in increased debt service expense and construction
costs;

- we may incur construction and development costs for a community which
exceed our original estimates due to increased materials, labor or other
costs, which could make completion of the community uneconomical and we
may not be able to increase rents to compensate for the increase in
development costs which may impact our profitability;

- we may be unable to secure long-term financing on completion of
development resulting in increased debt service and lower profitability;
and

- occupancy rates and rents at a newly developed community may fluctuate
depending on several factors, including market and economic conditions,
which may result in the community not being profitable.

If any of the above occurred, our ability to pay or refinance our debt
obligations could be adversely affected.

WE MAY NOT BE ABLE TO INTEGRATE OR FINANCE OUR ACQUISITIONS AND OUR
ACQUISITIONS MAY NOT PERFORM AS EXPECTED.

We acquire and intend to continue to acquire manufactured housing
communities on a select basis. The success and profitability of our acquisition
activities are subject to the risks of the acquired community failing to perform
as expected based on our analyses of our investment in the community, and our
underestimation of the costs of repositioning, redeveloping or expanding the
acquired community.

RENT CONTROL LEGISLATION MAY HARM OUR ABILITY TO INCREASE RENTS.

State and local rent control laws in certain jurisdictions may limit our
ability to increase rents and to recover increases in operating expenses and the
costs of capital improvements. Enactment of such laws has been considered from
time to time in other jurisdictions. Certain properties are located, and we may
purchase additional properties, in markets that are either subject to rent
control or in which rent-limiting legislation exists or may be enacted.

WE MAY BE SUBJECT TO ENVIRONMENTAL LIABILITY.

Under various federal, state and local laws, ordinances and regulations, an
owner or operator of real estate is liable for the costs of removal or
remediation of certain hazardous substances at, on, under or in such property.
Such laws often impose such liability without regard to whether the owner knew
of, or was responsible for, the presence of such hazardous substances. The
presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or rent such
property, to
15

borrow using such property as collateral or to develop such property. Persons
who arrange for the disposal or treatment of hazardous substances also may be
liable for the costs of removal or remediation of such substances at a disposal
or treatment facility owned or operated by another person. In addition, certain
environmental laws impose liability for the management and disposal of
asbestos-containing materials or for the release of such materials into the air.
These laws may provide for third parties to seek recovery from owners or
operators of real properties for personal injury associated with
asbestos-containing materials. In connection with the ownership, operation,
management, and development of real properties, we may be considered an owner or
operator of such properties and, therefore, are potentially liable for removal
or remediation costs, and also may be liable for governmental fines and injuries
to persons and property. When we arrange for the treatment or disposal of
hazardous substances at landfills or other facilities owned by other persons, we
may be liable for the removal or remediation costs at such facilities.

All of the properties have been subject to a Phase I or similar
environmental audit (which involves general inspections without soil sampling or
ground water analysis) completed by independent environmental consultants. These
environmental audits have not revealed any significant environmental liability
that would have a material adverse effect on our business. These audits cannot
reflect conditions arising after the studies were completed, and no assurances
can be given that existing environmental studies reveal all environmental
liabilities, that any prior owner or operator of a property or neighboring owner
or operator did not create any material environmental condition not known to us,
or that a material environmental condition does not otherwise exist as to any
one or more properties.

LOSSES IN EXCESS OF OUR INSURANCE COVERAGE OR UNINSURED LOSSES COULD ADVERSELY
AFFECT OUR CASH FLOW.

We maintain comprehensive liability, fire, flood (where appropriate),
extended coverage, and rental loss insurance on the properties with policy
specifications, limits, and deductibles which are customarily carried for
similar properties. As a result of market conditions in the insurance industry,
we recently decided to carry a large deductible on our liability insurance. In
addition, certain types of losses, however, may be either uninsurable or not
economically insurable, such as losses due to earthquakes, riots, or acts of
war. In the event an uninsured loss occurs, we could lose both our investment in
and anticipated profits and cash flow from the affected property. Any loss would
adversely affect our ability to repay our debt. In the year 2000, our former
insurance carrier filed bankruptcy, and as a result some or all of the
outstanding and incurred, but not yet reported, claims against our policy may
not be covered which would require us to cover the loss directly. We expect our
maximum exposure associated with this insurance carrier's bankruptcy to be
immaterial and therefore no reserve has been provided in the financial
statements.

OUR ABILITY TO SELL MANUFACTURED HOMES MAY BE AFFECTED BY VARIOUS FACTORS,
WHICH MAY IN TURN ADVERSELY AFFECT OUR PROFITABILITY.

An affiliate of ours is in the manufactured home sales market offering
manufactured home sales services to tenants and prospective tenants of our
communities. The market for the sale of manufactured homes may be adversely
affected by the following factors:

- downturns in economic conditions which adversely impact the housing
market;

- an oversupply of, or a reduced demand for, manufactured homes;

- the difficulty facing potential purchasers in obtaining affordable
financing as a result of heightened lending criteria; and

- an increase in the rate of manufactured home repossessions which provide
aggressively priced competition to new manufactured home sales.

Any of the above listed factors could adversely impact our rate of
manufactured home sales, which would result in a decrease in profitability.

SOME OF OUR DIRECTORS AND OFFICERS MAY HAVE CONFLICTS OF INTEREST WITH RESPECT
TO CERTAIN RELATED PARTY TRANSACTIONS AND OTHER BUSINESS INTERESTS.

Ownership of Sun Home Services, Inc. ("SHS"). Gary A. Shiffman, the
President, Chief Executive Officer and Chairman of the Board of Directors of Sun
Communities, and the Estate of Milton M. Shiffman (former Chairman of the
Board), are the owners of all of the outstanding common stock of SHS, and as
such are entitled to 5% of the cash flow from the operating activities of SHS
(we own 100% of the non-voting preferred stock which entitles us to 95% of such
cash flow). Arthur A. Weiss, one of the directors of Sun Communities, is also a
personal representative of the Estate.

For certain tax reasons, we made our equity investment in Origen through
SUI TRS, Inc., a taxable REIT subsidiary ("TRS"), which is wholly owned by SHS.
We contributed $15.0 million to SHS in connection with the Origen investment
and, as the holder of all of the non-voting preferred stock of SHS, we are
entitled to 95% of the cash flow from the operating activities of SHS, including
the operating activities of the TRS, and effectively an approximate 30% interest
in Origen. As part of the $5.0 million investment in Origen by Mr. Shiffman and
members of his family, Mr. Shiffman and the Estate contributed approximately
$790,000 to SHS as part of the investment in Origen by TRS, and, as the holders
of all of the voting common stock of SHS, they are entitled to 5% of the cash
flow from the operating activities of SHS, including the operating activities of
the TRS, and effectively an approximate 1.6% indirect interest in Origen. The
balance of the Shiffman family's $5.0 million investment in Origen was made
through a separate family owned entity which holds 8.4% of the Shiffman family's
aggregate 10% interest.

Thus, in all transactions involving SHS, Mr. Shiffman and Mr. Weiss may
have a conflict of interest with respect to their respective obligations as an
officer and/or director of Sun Communities and Mr. Shiffman's right and the
Estate's right to receive a portion of the cash flow from the operating
activities of SHS. The following are the current transactions and agreements
involving SHS which may present a conflict of interest for Mr. Shiffman and Mr.
Weiss:

- the agreement between SHS and us for sales, brokerage, and leasing
services;

- the intercompany loans from the Company to SHS;

- the investment in Origen by SUI TRS, Inc., a wholly owned subsidiary of
SHS; and

- the ownership and operation of SHS's other subsidiaries, including Sun
Water Oak Golf, Inc.

The failure to negotiate these and other transactions or agreements
involving SHS on an arm's length basis, or to enforce the material terms of any
agreement or arrangement between SHS and us could have an adverse effect on us.

Tax Consequences Upon Sale of Properties. Gary A. Shiffman holds limited
partnership interests in us which were received in connection with the
contribution of 24 properties from partnerships previously affiliated with him
(the "Sun Partnerships"). Prior to any redemption of these limited partnership
interests for common stock in Sun Communities, Mr. Shiffman will have tax
consequences different from those of Sun Communities and its public stockholders
on the sale of any of the Sun Partnerships. Therefore, Mr. Shiffman and Sun
Communities, as our partners, may have different objectives regarding the
appropriate pricing and timing of any sale of those properties.

Lease of Executive Offices. On November 1, 2002, we leased approximately
31,300 rentable square feet of office space from American Center LLC and we have
recently relocated our principal executive offices to this office space. Gary A.
Shiffman, together with certain family members, indirectly owns approximately a
21% equity interest in American Center LLC. This lease is for an initial term of
five years and we have the right to extend the lease for an additional five year
term. The annual base rent under this lease begins at $19.25 per square foot
(gross) for the first lease year and increases $0.50 per square foot for each
successive year of the initial term. Mr. Shiffman may have a conflict of
interest with respect to his obligations as an officer and/or director of the
Company and his ownership interest in American Center.

OUR 1998 STOCK PURCHASE PROGRAM MAY BE AFFECTED BY THE SARBANES-OXLEY ACT.

In 1998, certain of our directors, employees and consultants purchased
newly issued shares of common stock of Sun Communities and common OP Units in
the Company for approximately $25.5 million in accordance with the Sun
Communities 1998 Stock Purchase Plan (the "Purchase Plan"). The participants in
the Purchase Plan financed these purchases through personal loans (the "Loans")
from Bank One, N.A. (the "Bank") due in January 2004. We guaranteed the
repayment of the Loans. The participants have agreed to fully indemnify us
against any and all liabilities arising under such guaranty (the "Guaranty")
(the principal balance of which was approximately $22.7 million at March 31,
2003).

Among other usual commercial provisions, the Guaranty requires that we
comply with certain financial covenants. These covenants were initially designed
to be identical in all material respects with the financial covenants imposed on
us under our line of credit facility. Since 1998, as the covenants in our then
applicable line of credit facility changed, the Guaranty has also been similarly
amended to remain consistent. In July 2002, we entered into a replacement line
of credit facility; however, conforming amendments to the Guaranty were not
made, resulting in differing and inconsistent financial covenants in the line of
credit facility as compared to the Guaranty. As a consequence, as of September
30, 2002, we were not in compliance with certain of the financial covenants
contained in the Guaranty (the "Differing Financial Covenants"). Because it was
not the intention of the parties to impose disparate requirements on the
Guaranty and our line of credit, the Bank waived any breach of the Guaranty
arising solely as a result of our non-compliance with the Differing Financial
Covenants so long as we remain in compliance with all of the terms and
conditions of its line of credit facility. As of March 31, 2003, we were in
compliance with the terms and conditions of our line of credit facility and, as
a result, we were in compliance with the terms and conditions of the Guaranty.

Section 402 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act")
states that it is "unlawful for any issuer ... directly or indirectly, including
through any subsidiary, to extend or maintain credit, to arrange for the
extension of credit, or to renew an extension of credit, in the form of a
personal loan to or for any director or executive officer (or equivalent
thereof) of that issuer." Section 402 of the Sarbanes-Oxley Act provides an
exception for certain extensions of credit which are "maintained by the issuer
on the date of enactment of the Sarbanes-Oxley Act [July 30, 2002] . . . ,
provided that there is no material modification to any term of any such
extension of credit or any renewal of any such extension of credit on or after
that date of enactment." Jaffe, Raitt, Heuer & Weiss, P.C. has delivered a
reasoned opinion to us to the effect that, based on various assumptions and
qualifications set forth in the opinion, a court could reasonably find that
Section 402 of the Sarbanes-Oxley Act does not apply to the waiver letter issued
by the Bank and that, even if a court determines that Section 402 applies to the
Bank's waiver letter, a court could reasonably conclude that the Guaranty fits
within the exception under Section 402 for extensions of credit maintained by
the issuer prior to July 30, 2002. Arthur A. Weiss, a stockholder of Jaffe,
Raitt, Heuer & Weiss, P.C., the Company's regular outside counsel, is a director
of Sun Communities and received a personal loan to purchase common OP Units
under the Purchase Plan.

There is no case law directly on point, and we cannot assure you that a
court would not decide differently from the views expressed in counsel's opinion
and such opinion represents only the best judgment of counsel and is not binding
in the courts. It is unclear what the consequences to the Company would be if a
court determined the Bank's waiver letter constituted a material modification of
the terms of the Guaranty in violation of Section 402 of the Sarbanes-Oxley Act
and the Securities Exchange Act of 1934, as amended.

IF WE ARE REQUIRED BEGINNING IN THE THIRD QUARTER OF 2003 TO CONSOLIDATE
INTERESTS WE HOLD IN VARIABLE INTEREST ENTITIES (INCLUDING POSSIBLY SUN HOME
SERVICES AND ORIGEN) PURSUANT TO FASB INTERPRETATION NO. 46, IT WOULD
MATERIALLY AFFECT THE ACCOUNTING PRESENTATION OF OUR FINANCIAL CONDITION.

The Company, together with its advisors, are in the process of assessing
whether it has an interest in any variable interest entities, including without
limitation, Sun Home Services and Origen, which may require consolidation
pursuant to FIN No. 46. The provisions of FIN No. 46 apply beginning in the
third quarter of 2003 to variable interest entities in which a company holds a
variable interest that it acquired before February 1, 2003. If these rules are
interpreted to require the Company to consolidate the assets, liabilities and

operations of Sun Home Services and/or Origen, it would materially impact the
accounting presentation of the Company's financial statements, including,
without limitation, reflecting increased indebtedness for the Company. We
believe that any such changes in the accounting treatment would not be taken
into account in assessing our ability to continue to meet our covenant
requirements under the terms of our existing line of credit. We cannot, however,
predict at this time whether the lenders under the line of credit would raise
any concerns about our ability to meet our financial covenants if we were
required to consolidate Sun Home Services and Origen in our future financial
statements. We also are not able to predict at this time whether there would be
any other potential adverse impact of the new interpretations under FIN No. 46.

OUR GENERAL PARTNER MAY CHANGE POLICIES WITHOUT STOCKHOLDER OR PARTNER
APPROVAL.

Our investment and financing policies, and our policies with respect to
certain other activities, including our growth, debt, capitalization,
distributions, and operating policies, are determined by Sun Communities, our
general partner. Although Sun Communities has no present intention to do so,
these policies may be amended or revised from time to time at the discretion of
its Board of Directors without notice to or a vote of its stockholders or
approval by the limited partners. A change in these policies could adversely
affect our financial condition and results of operations.

WE RELY ON KEY MANAGEMENT.

We are dependent on the efforts of the executive officers of Sun
Communities, particularly Gary A. Shiffman, Jeffrey P. Jorissen, Brian W. Fannon
and Jonathan M. Colman (together, the "Senior Officers"). The loss of services
of one or more of our executive officers could have a temporary adverse effect
on our operations. We do not currently maintain or contemplate obtaining any
"key-man" life insurance on the Senior Officers.

In addition, upon the death or disability of Mr. Shiffman, we could lose
the right to appoint a Manager of Origen or otherwise vote our interests in
Origen, which could adversely affect our investment in Origen.

TAX RISKS

WE MAY SUFFER ADVERSE TAX CONSEQUENCES AND BE UNABLE TO ATTRACT CAPITAL IF SUN
COMMUNITIES FAILS TO QUALIFY AS A REIT.

We believe that since its taxable year ended December 31, 1994, Sun
Communities has been organized and operated, and intends to continue to operate,
so as to qualify for taxation as a REIT under the Internal Revenue Code.
Although we believe that Sun Communities has been and will continue to be
organized and has operated and will continue to operate so as to qualify for
taxation as a REIT, we cannot assure you that it has been or will continue to be
organized or operated in a manner so as to qualify or remain so qualified.
Qualification as a REIT involves the satisfaction of numerous requirements (some
on an annual and quarterly basis) established under highly technical and complex
Code provisions for which there are only limited judicial or administrative
interpretations, and involves the determination of various factual matters and
circumstances not entirely within our control. In addition, frequent changes
occur in the area of REIT taxation, which require Sun Communities continually to
monitor its tax status.

If Sun Communities failed to qualify as a REIT in any taxable year, it
would be subject to federal income tax (including any applicable alternative
minimum tax) on its taxable income at regular corporate rates. Moreover, unless
entitled to relief under certain statutory provisions, it also would be
disqualified from treatment as a REIT for the four taxable years following the
year during which qualification was lost. If it were disqualified as a REIT, Sun
Communities might cause us to distribute adequate amounts so as to permit it to
pay its tax liabilities. In addition, Sun Communities' ability to raise
additional capital for us could be significantly impaired. This could
significantly reduce the cash we would have available to service debt, including
the notes. Even if Sun Communities qualifies for and maintains its REIT status,
it will be subject to certain federal, state and local taxes on its property and
certain of its operations.

WE INTEND TO QUALIFY AS A PARTNERSHIP, BUT WE CANNOT GUARANTEE THAT WE WILL
QUALIFY.

We intend to qualify as a partnership for federal income tax purposes.
However, if we are a "publicly traded partnership," we will be treated as a
corporation instead of a partnership for federal income tax purposes unless at
least 90% of our income is qualifying income as defined in the Internal Revenue
Code. The income requirements applicable to REITs and the definition of
"qualifying income" for purposes of this 90% test are similar in most respects.
Qualifying income for the 90% test generally includes passive income, such as
specified types of real property rents, dividends and interest. We believe that
we would meet this 90% test, but we cannot guarantee that we would. If we were
to be taxed as a corporation, we would incur substantial tax liabilities, Sun
Communities would fail to qualify as a REIT for federal income tax purposes, and
our and Sun Communities' ability to raise additional capital could be
significantly impaired.

OUR ABILITY TO ACCUMULATE CASH IS RESTRICTED DUE TO CERTAIN REIT DISTRIBUTION
REQUIREMENTS.

In order to qualify as a REIT, Sun Communities must distribute to its
stockholders at least 90% of its REIT taxable income (calculated without any
deduction for dividends paid and excluding net capital gain) and to avoid
federal income taxation, its distributions must not be less than 100% of its
REIT taxable income, including capital gains. Our partnership agreement
generally requires us to distribute substantially all of our available cash
generated from operations each quarter and make reasonable efforts to distribute
to Sun Communities enough cash for it to meet its distribution requirements and
to avoid any federal income tax or excise tax liability. As a result of the
distribution requirements, we do not expect to accumulate significant amounts of
cash. Accordingly, these distributions could significantly reduce the cash
available to us in subsequent periods to make payments on the exchange notes and
other debt obligations and to fund future growth.

USE OF CASH PROCEEDS

We will not receive any proceeds from the issuance of the exchange notes
and we have agreed to pay the expenses of the exchange offer. The unregistered
notes surrendered in exchange for exchange notes will be cancelled.

We used the approximately $148.0 million of net proceeds from the sale of
the unregistered notes to (a) pay off the outstanding balance of approximately
$48.0 million under a secured term loan with an affiliate of Lehman Brothers
Inc., the lead manager of the offering of the notes, (b) pay off the outstanding
principal balance of approximately $85.0 million under our unsecured 7.625%
notes due on May 1, 2003, and (c) reduce the outstanding balance under our
primary unsecured line of credit.

RATIOS OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the period ended March 31, 2003
was 1.60 and for the fiscal years ended December 31, 2002, 2001, 2000, 1999 and
1998 were as follows:

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
--------------------------------
2002 2001 2000 1999 1998
---- ---- ---- ---- ----

1.68 1.73 1.74 1.95 2.03
</Table>

The ratio of earnings to fixed charges were computed by dividing our
earnings by our fixed charges. For this purpose, earnings have been calculated
as net income from operations (which includes a charge to income for
depreciation and amortization expense) plus fixed charges. Fixed charges are
comprised of (i) interest charges, whether expensed or capitalized, (ii)
amortization of loan costs and discounts or premiums relating to our
indebtedness, excluding in all cases items which would be or are eliminated in
consolidation, and (iii) preferred OP Unit distributions.

SELECTED FINANCIAL DATA

OPERATING DATA:
Revenues:
Income from property.......... $ 41,755 $ 39,171 $ 151,612 $138,687 $132,129 $125,137 $114,077
Other income.................. 2,942 1,919 10,684 14,401 13,498 7,804 3,837
---------- ---------- ---------- -------- -------- -------- --------
Total revenues......... 44,697 41,090 162,296 153,088 145,627 132,941 117,914
---------- ---------- ---------- -------- -------- -------- --------
Expenses:
Property operating and
maintenance................. 10,217 8,351 33,387 28,972 28,408 27,122 25,484
Real estate taxes............. 3,026 2,552 10,542 9,492 9,083 8,850 8,699
Property management........... 754 758 2,502 2,746 2,934 2,638 2,269
General and administrative.... 1,619 1,319 5,220 4,627 4,079 3,682 3,339
Depreciation and
amortization................ 10,769 9,113 38,525 33,320 30,487 28,388 24,819
Interest...................... 8,760 7,846 32,375 31,016 29,651 27,289 23,987
---------- ---------- ---------- -------- -------- -------- --------
Total expenses......... 35,145 29,939 122,551 110,173 104,642 97,969 88,597
---------- ---------- ---------- -------- -------- -------- --------
Income before equity income
(loss) from affiliates,
distributions to Preferred
OP units, discontinued
operations, and gain from
property dispositions,
net......................... 9,552 11,151 39,745 42,915 40,985 34,972 29,317
Equity income (loss) from
affiliates.................. (171) (222) (16,627)(a) 131 607 1,726 2,147
---------- ---------- ---------- -------- -------- -------- --------
Income before distributions to
Preferred OP Units,
discontinued operations, and
gain from property
dispositions, net........... 9,381 10,929 23,118 43,046 41,592 36,698 31,464
Less distributions to
Preferred OP Units.......... 2,128 1,919 7,803 8,131 7,826 3,663 2,505
---------- ---------- ---------- -------- -------- -------- --------
Income before discontinued
operations and gain from
property distributions,
net......................... 7,253 9,010 15,315 34,915 33,766 33,035 28,959
Income (loss) from
discontinued operations..... -- 322 322 (75) (89) (92) (65)
Gain from property dispositions,
net........................... -- -- -- 4,275 4,801 829 655(b)
---------- ---------- ---------- -------- -------- -------- --------
Earnings attributable to OP
Units......................... $ 7,253 $ 9,332 $ 15,637 $ 39,115 $ 38,478 $ 33,772 $ 29,549
========== ========== ========== ======== ======== ======== ========
</Table>

Earning attributed to:
Continuing operations
General Partner............. $ 6,343 $ 7,834 $ 13,312 $ 33,975 $ 33,371 $ 29,168 $ 26,153
Limited Partner............. 910 1,176 2,003 5,215 5,196 4,696 3,461
Discontinued operations
General Partner............. -- 280 280 (65) (77) (79) (57)
Limited Partner............. -- 42 42 (10) (12) (13) (8)
---------- ---------- ---------- -------- -------- -------- --------
$ 7,253 $ 9,332 $ 15,637 $ 39,115 $ 38,478 $ 33,772 $ 29,549
========== ========== ========== ======== ======== ======== ========
Basic earnings per OP Unit:
Continuing operations......... $ 0.36 $ 0.45 $ 0.76 $ 1.96 $ 1.92 $ 1.69 $ 1.55
Discontinued operations....... -- 0.02 0.01 -- -- -- --
---------- ---------- ---------- -------- -------- -------- --------
Net income.................... $ 0.36 $ 0.47 $ 0.77 $ 1.96 $ 1.92 $ 1.69 $ 1.55
========== ========== ========== ======== ======== ======== ========
Diluted earnings per OP Unit:
Continuing operations......... $ 0.35 $ 0.44 $ 0.75 $ 1.95 $ 1.92 $ 1.68 $ 1.53
Discontinued operations....... -- 0.02 0.02 -- -- -- --
---------- ---------- ---------- -------- -------- -------- --------
Net income.................... $ 0.35 $ 0.46 $ 0.77 $ 1.95 $ 1.92 $ 1.68 $ 1.53
========== ========== ========== ======== ======== ======== ========
Weighted average OP Units
outstanding:
Basic......................... 20,342 19,921 20,177 19,907 19,999 19,961 19,101
========== ========== ========== ======== ======== ======== ========
Diluted....................... 20,468 20,137 20,363 20,089 20,085 20,113 19,276
========== ========== ========== ======== ======== ======== ========
Distribution per OP Unit........ $ 0.58 $ 0.55 $ 2.29 $ 2.18 $ 2.10 $ 2.02 $ 1.94
========== ========== ========== ======== ======== ======== ========
BALANCE SHEET DATA:
Rental property, before
accumulated depreciation...... $1,181,545 $1,003,993 $1,174,837 $969,936 $867,377 $847,696 $803,152
Total assets.................... $1,169,641 $1,028,346 $1,166,576 $997,049 $969,228 $906,632 $824,039
Total debt...................... $ 672,333 $ 519,784 $ 667,373 $495,198 $464,508 $401,564 $365,164
Redeemable Preferred OP Units... $ 58,148 $ 48,458 $ 53,978 $ 43,958 $ 39,347 $ 35,783 $ 35,783
Partners' capital............... $ 415,550 $ 431,717 $ 420,644 $431,281 $440,230 $443,009 $398,336
OTHER DATA (AT END OF PERIOD):
Total properties................ 129 103 129 116 109 110 104
Total sites..................... 44,125 41,228 43,959 40,544 38,282 38,217 37,566
</Table>

- ---------------

(a) Included in equity income (loss) from affiliates in 2002 is a $13.6 million
write-off of the Company's investment in Origen.

(b) Includes an $875 expense related to an unsuccessful portfolio acquisition.

(c) Revenues and expenses for the years ended December 31, 2001, 2000, 1999 and
1998 have been restated to conform with SFAS No. 144 which requires
operations of properties sold or held for sale to be reclassified as
discontinued operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion and analysis of the consolidated financial
condition and results of operations should be read in conjunction with the
Consolidated Financial Statements and notes thereto elsewhere herein.

The Company owns, operates, develops and finances manufactured housing
communities concentrated in the midwestern and southeastern United States. The
General Partner is a self-administered and self-managed Real Estate Investment
Trust and is the sole general partner of the Company. As of March 31, 2003, the
Company owned and operated a portfolio of 129 developed properties located in
seventeen states, including 117 manufactured housing communities, five
recreational vehicle communities, and seven properties containing both
manufactured housing and recreational vehicle sites.

During 2002, the Company acquired four manufactured housing communities,
comprising 1,482 developed sites and 538 sites suitable for development for
$69.9 million, and the Company sold one manufactured housing community for $3.3
million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's consolidated financial statements, which have
been prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during
the reporting periods. In preparing these financial statements, management has
made its best estimates and judgment of certain amounts included in the
financial statements. Nevertheless, actual results may differ from these
estimates under different assumptions or conditions.

Management believes the following significant accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of its consolidated financial statements:

Impairment of Long-Lived Assets. Rental property is recorded at cost, less
accumulated depreciation. Management evaluates the recoverability of its
investment in rental property whenever events or changes in circumstances, such
as recent operating results, expected net operating cash flow and plans for
future operations, indicate that full asset recoverability is questionable. If
such assets were deemed to be impaired as a result of this measurement, the
impairment that would be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value of the asset as determined
on a discounted net cash flow basis.

Notes Receivable. The Company evaluates the recoverability of its notes
receivable (including the notes receivable from Origen) whenever events occur or
there are changes in circumstances such that management believes it is probable
that it will be unable to collect all amounts due according to the contractual
terms of the loan agreement. The loan is then measured based on the present
value of the expected future cash flow discounted at the loan's effective
interest rate or the fair value of the collateral if the loan is collateral
dependent.

Depreciation. Depreciation is computed on a straight-line basis over the
estimated useful lives of the assets. The Company uses a thirty year useful life
for land improvements and buildings and a seven to fifteen year useful life for
furniture, fixtures and equipment.

Revenue Recognition. Rental income attributable to leases is recorded on a
straight-line basis when earned from tenants. Leases entered into by tenants
generally range from month-to-month to one year and are renewable by mutual
agreement of the Company and the resident.

Capitalized Costs. The Company capitalizes certain costs (including
interest and other costs) incurred in connection with the development,
redevelopment, capital enhancement and leasing of its properties.
24

Management is required to use professional judgment in determining whether such
costs meet the criteria for immediate expense or capitalization. The amounts are
dependent on the volume and timing of such activities and the costs associated
with such activities. Maintenance, repairs and minor improvements to properties
are expensed when incurred. Renovations and improvements to properties are
capitalized and depreciated over their estimated useful lives and construction
costs related to the development of new community or expansion sites are
capitalized until the property is substantially complete. Certain expenditures
to dealers and residents related to obtaining lessees in our communities are
capitalized and amortized over a seven year period; shorter than the average
resident's occupancy in the home and the average term that the home is in our
community. Costs associated with implementing the Company's new computer systems
are capitalized and amortized over the estimated useful lives of the related
software and hardware.

Derivative Instruments and Hedging Activities. During 2002, the Company
entered into three interest rate swap agreements to offset interest rate risk.
The Company does not enter into derivative transactions for speculative
purposes. The Company adjusts its balance sheet on an ongoing quarterly basis to
reflect current fair market value of its derivatives. Changes in the fair value
of derivatives are recorded each period in earnings or comprehensive income, as
appropriate. The ineffective portion of the hedge is immediately recognized in
earnings to the extent that the change in value of a derivative does not
perfectly offset the change in value of the instrument being hedged. The
unrealized gains and losses held in accumulated other comprehensive income will
be reclassified to earnings over time and occurs when the hedged items are also
recognized in earnings. The Company uses standard market conventions to
determine the fair values of derivative instruments, including the quoted market
prices or quotes from brokers or dealers for the same or similar instruments.
All methods of assessing fair value result in a general approximation of value
and such value may never actually be realized.

Deferred Tax Assets. Sun Home Services, Inc. ("SHS") currently has
significant deferred tax assets, which are subject to periodic recoverability
assessments. SHS has recognized deferred tax assets of $2.4 million, net of a
valuation reserve of $5.1 million. Realization of these deferred tax assets is
principally dependent upon SHS's achievement of projected future taxable income.
Judgments regarding future profitability may change due to future market
conditions, SHS's ability to continue to successfully execute its business plan
and other factors.

RESULTS OF OPERATIONS

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2003 TO THREE MONTHS ENDED MARCH
31, 2002

For the three months ended March 31, 2003, income before distribution to
Preferred OP Units and discontinued operations decreased by 13.8 percent from
$10.9 million to $9.4 million, when compared to the three months ended March 31,
2002. The decrease was due to increased revenues of $3.6 million and a $0.1
million reduction in loss from equity affiliates offset by increased expenses of
$5.2 million as described in more detail below.

Income from property increased by $2.6 million from $39.2 million to $41.8
million, or 6.6 percent, due to acquisitions ($1.2 million) made during 2002 and
rent increases and other community revenues ($1.4 million).

Property operating and maintenance expenses increased by $1.8 million from
$8.4 million to $10.2 million, or 21.4 percent. The increase was due to the
expansion of cable TV services ($0.1 million), increases in property and
casualty insurance costs ($0.2 million), increases in employee benefits costs
($0.2 million), increases in utility costs ($0.3 million), and increase in
repair and maintenance expense ($0.2 million) which resulted from the severe
winter. Acquisitions and consolidation of development properties accounted for
$0.6 million of the increase with the remainder, $0.2 million, representing a
reasonable increase in expenses in correlation with the increase in revenues
noted above.

Real estate taxes increased by $0.5 million from $2.5 million to $3.0
million, or 20.0 percent, due to fourth quarter 2002 acquisitions ($0.2 million)
and due to increases in assessments and tax rates ($0.3 million).

General and administrative expenses increased by $0.3 million from $1.3
million to $1.6 million, or 23.1 percent, due primarily to increased Michigan
Single Business taxes ($0.2 million) and the timing of payroll taxes ($0.1
million).

Depreciation and amortization increased by $1.7 million from $9.1 million
to $10.8 million, or 18.7 percent, due primarily to the net additional
investment in rental properties.

Interest expense increased by $1.0 million from $7.8 million to $8.8
million, or 12.8 percent, due primarily to an increase in outstanding debt.

SAME PROPERTY INFORMATION

The following table reflects property-level financial information as of and
for the three months ended March 31, 2003 and 2002. The "Same Property" data
represents information regarding the operation of communities owned as of
January 1, 2002 and March 31, 2003. Site, occupancy, and rent data for those
communities is presented as of the last day of each period presented. The "Total
Portfolio" column differentiates from the "Same Property" column by including
financial information for managed but not owned communities, new development and
acquisition communities.

<Table>
<Caption>
SAME PROPERTY TOTAL PORTFOLIO
-------------------- --------------------
2003 2002 2003 2002(2)
------- ------- ------- -------
(IN THOUSANDS)

Income from property................. $36,011 $34,799 $41,755 $39,171
------- ------- ------- -------
Property operating expenses:
Property operating and
maintenance..................... 6,781 6,467 10,217 8,351
Real estate taxes.................. 2,733 2,495 3,026 2,552
------- ------- ------- -------
Property operating expenses..... 9,514 8,962 13,243 10,903
------- ------- ------- -------
Property net operating income(3)..... $26,497 $25,837 $28,512 $28,268
======= ======= ======= =======
Number of operating properties....... 109 109 129 116
Developed sites...................... 38,984 38,905 44,125 41,228
Occupied sites....................... 34,986 35,729 38,839 37,770
Occupancy %.......................... 91.4%(1) 93.9%(1) 89.3%(1) 93.5%(1)
Weighted average monthly rent per
site............................... $ 322 (1) $ 308 (1) $ 321 (1) $ 306 (1)
Sites available for development...... 2,015 2,056 7,463 4,375
Sites planned for development in
current year....................... 96 87 172 609
</Table>

- ---------------

(1) Occupancy % and weighted average rent relates to manufactured housing sites,
excluding recreational vehicle sites.

(2) Excludes financial information related to properties sold in 2002.

(3) Investors in and analysts following the real estate industry utilize net
operating income ("NOI") as a supplemental performance measure. The Company
considers NOI, given its wide use by and relevance to investors and
analysts, an appropriate supplemental measure to net income because NOI
provides a measure of rental operations and does not factor in
depreciation/amortization and non-property specific expenses such as general
and administrative expenses.

On a same property basis, property net operating income increased by $0.7
million from $25.8 million to $26.5 million, or 2.7 percent. Property revenues
increased by $1.2 million from $34.8 million to $36.0 million, or 3.4 percent,
due primarily to increases in rents including water and property tax pass
through. Property operating expenses increased by $0.5 million from $9.0 million
to $9.5 million, or 5.6 percent, due primarily to increases in real estate
taxes, repair and maintenance and payroll.

COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001

For the year ended December 31, 2002, income before equity income (loss)
from affiliates, distributions to Preferred OP Units, discontinued operations
and gain from property dispositions, net decreased by $3.2 million from $42.9
million to $39.7 million, when compared to the year ended December 31, 2001. The
decrease was due to increased expenses of $12.4 million while revenues increased
by $9.2 million.

Income from property increased by $12.9 million from $138.7 million to
$151.6 million, or 9.3 percent, due to rent increases and other community
revenues ($5.9 million) and acquisitions ($7.0 million).

Other income decreased by $3.7 million from $14.4 million to $10.7 million
due primarily to a decrease in interest income ($2.3 million) and reduced
development fee income and other income ($1.4 million).

Property operating and maintenance expenses increased by $4.4 million from
$29.0 million to $33.4 million, or 15.2 percent, due to acquired communities
($1.9 million) and increases in costs including payroll ($1.2 million), workers'
compensation ($0.5 million), and cable television ($0.3 million), and other
expenses ($0.5 million).

Real estate taxes increased by $1.0 million from $9.5 million to $10.5
million, due to the acquired communities ($0.5 million) and changes in certain
assessments.

Property management expenses decreased by $0.2 million from $2.7 million to
$2.5 million, representing 1.7 percent and 2.0 percent of income from property
in 2002 and 2001, respectively.

General. and administrative expenses increased by $0.6 million from $4.6
million to $5.2 million, representing 3.2 percent and 3.0 percent of total
revenues in 2002 and 2001, respectively.

Interest expense increased by $1.4 million from $31.0 million to $32.4
million due primarily to financing additional investments in rental property
($6.0 million) offset by decreasing rates on variable rate debt ($4.9 million).

Depreciation and amortization expense increased by $5.2 million from $33.3
million to $38.5 million due primarily to the net additional investments in
rental properties.

Equity income (loss) from affiliates decreased by $16.7 million from income
of $0.1 million to a loss of $16.6 million primarily due to equity losses at SHS
($0.7 million), SunChamp ($0.4 million) and Origen ($1.7 million) and the
write-off of the Company's investment in Origen ($13.6 million) and a technology
investment ($0.3 million).

COMPARISON OF YEAR ENDED DECEMBER 31, 2001 TO YEAR ENDED DECEMBER 31, 2000

For the year ended December 31, 2001, income before equity income (loss)
from affiliates, distributions to Preferred OP Units, discontinued operations
and gain from property dispositions, net increased by $1.9 million from $41.0
million to $42.9 million, when compared to the year ended December 31, 2000. The
increase was due to increased revenues of $7.4 million while expenses increased
by $5.5 million.

Income from property increased by $6.6 million from $132.1 million to
$138.7 million, or 5.0 percent, due to rent increases and other community
revenues ($6.5 million) and acquisitions ($4.4 million), offset by a revenue
reduction of $4.3 million due to property dispositions.

Other income increased by $0.9 million from $13.5 million to $14.4 million
due primarily to an increase in interest income ($1.3 million) offset by
reductions in other income ($0.4 million).

Property operating and maintenance expenses increased by $0.6 million from
$28.4 million to $29.0 million, or 2.0 percent, representing general cost
increases ($1.0 million) and acquisitions ($0.7 million), offset by an expense
reduction of $1.1 million due to property dispositions.

Real estate taxes increased by $0.4 million from $9.1 million to $9.5
million, or 4.5 percent, due to the acquired communities ($0.2 million) and
changes in certain assessments.

Property management expenses decreased by $0.2 million from $2.9 million to
$2.7 million, representing 2.0 percent and 2.2 percent of income from property
in 2001 and 2000, respectively.

General and administrative expenses increased by $0.5 million from $4.1
million to $4.6 million, representing 3.0 percent and 2.8 percent of total
revenues in 2001 and 2000, respectively.

Interest expense increased by $1.4 million from $29.6 million to $31.0
million due primarily to financing additional investments in rental property
offset by decreasing rates on variable rate debt.

Depreciation and amortization expense increased by $2.8 million from $30.5
million to $33.3 million due primarily to the net additional investments in
rental properties.

Equity in income (loss) of affiliates decreased by $0.5 million due
primarily to a reduced level of new home sales at Sun Homes Services.

SAME PROPERTY INFORMATION

The following table reflects property-level financial information as of and
for the years ended December 31, 2002 and 2001. The "Same Property" data
represents information regarding the operation of communities owned as of
January 1, 2001 and December 31, 2002. Site, occupancy, and rent data for those
communities is presented as of the last day of each period presented. The "Total
Portfolio" column differentiates from the "Same Property" column by including
financial information for properties acquired after January 1, 2001 and new
development communities.

<Table>
<Caption>
SAME PROPERTY TOTAL PORTFOLIO
-------------------- -----------------------
2002 2001 2002(2) 2001
-------- -------- -------- --------
(IN THOUSANDS)

Income from property....................... $128,953 $123,170 $151,642 $139,022
-------- -------- -------- --------
Property operating expenses:
Property operating and maintenance....... 24,151 23,147 33,403 29,154
Real estate taxes........................ 9,790 9,258 10,545 9,524
-------- -------- -------- --------
Property operating expenses........... 33,941 32,405 43,948 38,678
-------- -------- -------- --------
Property net operating income(4)........... $ 95,012 $ 90,765 $107,694 $100,344
======== ======== ======== ========
Number of properties....................... 103 103 129 (3) 116
Developed sites............................ 36,748 36,482 43,959 (3) 40,544
Occupied sites............................. 33,217 33,586 38,940 (3) 36,935
Occupancy %(1)............................. 92.2% 94.2% 89.9%(3) 93.0%
Weighted average monthly rent per
site(1).................................. $ 318 $ 303 $ 315 $ 301
Sites available for development............ 2,153 2,364 7,642 (3) 3,887
Sites planned for development in next
year..................................... 20 257 175 (3) 613
</Table>

- ---------------

(1) Occupancy % and weighted average rent relates to manufactured housing sites,
excluding recreational vehicle sites.

(2) Excludes financial information related to properties sold in 2002.

(3) Property site information includes eleven SunChamp communities acquired
during the fourth quarter of 2002.

(4) Investors in and analysts following the real estate industry utilize net
operating income ("NOI") as a supplemental performance measure. The Company
considers NOI, given its wide use by and relevance to investors and
analysts, an appropriate supplemental measure to net income because NOI
provides a measure of rental operations and does not factor in
depreciation/amortization and non-property specific expenses such as general
and administrative expenses.

On a same property basis, property revenues increased by $5.8 million from
$123.2 million to $129.0 million, or 4.7 percent, due primarily to increases in
rents and related charges including water and property tax pass through.

Property operating expenses increased by $1.5 million from $32.4 million to
$33.9 million, or 4.7 percent, due to increased costs. Property net operating
income increased by $4.2 million from $90.8 million to $95.0 million, or 4.7
percent.

The occupancy at December 31, 2002, includes 1.9 new community developments
with 3,552 sites which are 64.8 percent occupied. At December 31, 2001, there
were five new community developments with 564 sites, which were 45.2 percent
occupied. Excluding new community developments, occupancy was 92.4 percent and
93.8 percent at December 31, 2002 and 2001, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal liquidity demands have historically been, and are
expected to continue to be, distributions to the General Partner's stockholders
and the Company's unitholders, property acquisitions, development and expansion
of properties, capital improvements of properties and debt repayment.

The Company expects to meet its short-term liquidity requirements through
its working capital provided by operating activities and its line of credit, as
described below. The Company considers its ability to generate cash from
operations (anticipated to be approximately $70 million) to be adequate to meet
all operating requirements, including recurring capital improvements, routinely
amortizing debt and other normally recurring expenditures of a capital nature,
pay distributions to the General Partner's stockholders to maintain the General
Partner's qualification as a REIT in accordance with the Internal Revenue Code
and make distributions to the Company's unitholders.

The Company plans to invest approximately $5 to $10 million in developments
consisting of expansions to existing communities and the new or continuing
development of new communities. The Company expects to finance these investments
by using net cash flows provided by operating activities and by drawing upon its
line of credit.

Furthermore, the Company expects to invest in the range of $40 to $60
million in the acquisition of properties in 2003, depending upon market
conditions. The Company plans to finance these investments by using net cash
flows provided by operating activities and by drawing upon its line of credit.

Cash and cash equivalents increased by $0.7 million to $3.3 million at
March 31, 2003 compared to $2.6 million at December 31, 2002 because cash
provided by operating activities exceeded cash used in investing and financing
activities. Net cash provided by operating activities decreased by $3.3 million
to $15.6 million for the three months ended March 31, 2003 compared to $18.9
million for the three months ended March 31, 2002. This decrease was primarily
due to changes in accounts payable and other liabilities decreasing by $2.8
million and changes in other assets increasing by $0.5 million.

The Company's net cash flows provided by operating activities may be
adversely impacted by, among other things: (a) the market and economic
conditions in the Company's current markets generally, and specifically in
metropolitan areas of the Company's current markets; (b) lower occupancy and
rental rates of the Properties; (c) increased operating costs, including
insurance premiums, real estate taxes and utilities, that cannot be passed on to
the Company's tenants; and (d) decreased sales of manufactured homes. See "Risk
Factors".

In 2002, the Company closed on a $152.4 million collateralized five year
variable rate (2.17% at December 31, 2002) debt facility with an option to
extend an additional five years at a variable rate debt facility, which is
convertible to a five to ten year fixed rate loan but not to exceed a total term
of fifteen years.

In 2003, the Company increased its existing line of credit to an $105
million facility, which matures in July 2005, with a one-year optional
extension. At March 31, 2003, the average interest rate of outstanding
borrowings under the line of credit was 2.14% with $76.5 million outstanding and
$28.5 million available to be drawn under the facility. The line of credit
facility contains various leverage, debt service coverage, net worth
29

maintenance and other customary covenants all of which the Company was in
compliance with at March 31, 2003.

In 1998, certain directors, employees and consultants of the Company and of
the General Partner purchased newly issued shares of common stock of the General
Partner and common OP Units in the Company for approximately $25.5 million in
accordance with the Sun Communities 1998 Stock Purchase Plan (the "Purchase
Plan"). The participants in the Purchase Plan financed these purchases through
personal loans (the "Loans") from Bank One, N.A. (the "Bank") due in January
2004. The Company guaranteed the repayment of the Loans. The participants have
agreed to fully indemnify the Company against any and all liabilities arising
under such guaranty (the "Guaranty") (the principal balance of which was
approximately $22.7 million at March 31, 2003).

Among other usual commercial provisions, the Guaranty requires that the
Company comply with certain financial covenants. These covenants were initially
designed to be identical in all material respects with the financial covenants
imposed on the Company under its line of credit facility. Since 1998, as the
covenants in the Company's then applicable line of credit facility changed, the
Guaranty has also been similarly amended to remain consistent. In July 2002, the
Company entered into a replacement line of credit facility; however, conforming
amendments to the Guaranty were not made, resulting in differing and
inconsistent financial covenants in the line of credit facility as compared to
the Guaranty. As a consequence, as of September 30, 2002, the Company was not in
compliance with certain of the financial covenants contained in the Guaranty
(the "Differing Financial Covenants"). Because it was not the intention of the
parties to impose disparate requirements on the Guaranty and the Company's line
of credit, the Bank waived any breach of the Guaranty arising solely as a result
of the Company's non-compliance with the Differing Financial Covenants so long
as the Company remains in compliance with all of the terms and conditions of its
line of credit facility. As of March 31, 2003, the Company was in compliance
with the terms and conditions of its line of credit facility and, as a result,
the Company was in compliance with the terms and conditions of the Guaranty.
Section 402 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") states
that it is "unlawful for any issuer . . . directly or indirectly, including
through any subsidiary, to extend or maintain credit, to arrange for the
extension of credit, or to renew an extension of credit, in the form of a
personal loan to or for any director or executive officer (or equivalent
thereof) of that issuer." Section 402 of the Sarbanes-Oxley Act provides an
exception for certain extensions of credit which are "maintained by the issuer
on the date of enactment of the Sarbanes-Oxley Act [July 30, 2002] . . . ,
provided that there is no material modification to any term of any such
extension of credit or any renewal of any such extension of credit on or after
that date of enactment." Jaffe, Raitt, Heuer & Weiss, P.C. has delivered a
reasoned opinion to the Company to the effect that, based on various assumptions
and qualifications set forth in the opinion, a court could reasonably find that
Section 402 of the Sarbanes-Oxley Act does not apply to the waiver letter issued
by the Bank and that, even if a court determines that Section 402 applies to the
Bank's waiver letter, a court could reasonably conclude that the Guaranty fits
within the exception under Section 402 for extensions of credit maintained by
the issuer prior to July 30, 2002. Arthur A. Weiss, a stockholder of Jaffe,
Raitt, Heuer & Weiss, P.C., the Company's regular outside counsel, is a director
of the General Partner and received a personal loan to purchase common OP Units
under the Purchase Plan.

The Company's primary long-term liquidity needs are principal payments on
outstanding indebtedness. At March 31, 2003, the Company's outstanding
contractual obligations were as follows:

<Table>
<Caption>
PAYMENTS DUE BY PERIOD
---------------------------------------------
LESS THAN MORE THAN
CONTRACTUAL CASH OBLIGATIONS(1) TOTAL DUE 1 YEAR 2-3 YEARS 4-5 YEARS 5 YEARS
- ------------------------------- --------- --------- --------- --------- ---------
(IN THOUSANDS)

Bridge loan............................. $ 48,000 $ 48,000
Line of credit.......................... 76,500 $ 76,500
Collateralized term loan................ 42,062 670 $ 1,489 39,903
Collateralized term loan -- FNMA........ 152,363 $152,363
Senior notes(2)......................... 285,000 85,000 65,000 35,000 100,000
Mortgage notes, other................... 58,604 1,162 22,899 13,274 21,269
Capitalized lease obligations........... 9,804 9,804
Redeemable Preferred OP Units........... 58,148 3,564 35,782 18,802
-------- -------- -------- -------- --------
$730,481 $148,200 $125,170 $183,479 $273,632
======== ======== ======== ======== ========
</Table>

- ---------------

(1) As noted above, the Company is the guarantor of $22.7 million in personal
bank loans, maturing in 2004, made to the Company's directors, employees and
consultants for the purpose of purchasing shares of Company common stock or
Operating Partnership OP Units pursuant to the Purchase Plan. The Company is
obligated under the Guaranty only in the event that one or more of the
borrowers cannot repay their loan when due. This contingent liability is not
reflected on the Company's balance sheet.

(2) The provisions of the callable/redeemable $65 million notes are such that
the maturity date will likely be 2005 if the 10 year Treasury rate is
greater than 5.7 % on May 16, 2005. The maturity is reflected in the above
table based on that assumption.

The Company anticipates meeting its long-term liquidity requirements, such
as scheduled debt maturities, large property acquisitions, OP unit redemptions
and potential additional capital contributions to affiliates (see note 2 to our
unaudited consolidated financial statements), through the issuance of debt or
equity securities, including equity units in the Company, or from selective
asset sales. The Company has maintained investment grade ratings with Moody's
Investor Service and Standard & Poor's, which facilitates access to the senior
unsecured debt market. Since 1993, the Company has raised, in the aggregate,
nearly $1.0 billion from the sale of Sun common stock, the sale of OP units in
the Company and the issuance of secured and unsecured debt securities. In
addition, at March 31, 2003, ninety-four of the properties were unencumbered by
debt, therefore, providing substantial financial flexibility. The ability of the
Company to finance its long-term liquidity requirements in such manner will be
affected by numerous economic factors affecting the manufactured housing
community industry at the time, including the availability and cost of mortgage
debt, the financial condition of the Company, the operating history of the
properties, the state of the debt and equity markets, and the general national,
regional and local economic conditions. See "Risk Factors". If the Company is
unable to obtain additional equity or debt financing on acceptable terms, the
Company's business, results of operations and financial condition will be
harmed.

The ability of the Company to issue any additional debt securities in the
future will be affected primarily by the state of the senior unsecured debt
market and general, national and international economic and political
conditions. If the Company is unable to access the senior unsecured debt market
in the future, it may have an adverse impact on its financial condition.

Included in the balance sheet are $36 million of Preferred OP Units which
would require by their terms to be collateralized were the Company's debt
securities to no longer be classified as investment grade by the rating
agencies.

At March 31, 2003, the Company's debt to total market capitalization
approximated 44.1 percent. The debt has a weighted average maturity of
approximately 4.4 years and a weighted average interest rate of 5.3 percent.
31

Capital expenditures for the three months ended March 31, 2003 and 2002
included recurring capital expenditures of $1.0 million and $1.0 million,
respectively.

Net cash used in investing activities decreased by $15.3 million to $12.0
million compared to $27.3 million used in investing activities for the three
months ended March 31, 2002. This decrease was due to a $36.0 million decrease
in rental property acquisition activities, offset by a $3.3 million decrease in
proceeds related to property dispositions, a decrease of $12.3 million in
investment in and advances to affiliates and a $5.1 million decrease in
repayments of and investment in notes receivable, net. For the year ended
December 31, 2002, net cash used in investing increased by $134.1 million to
$168.9 million compared to $34.8 million in the prior year. The differences were
due to: increased investment in rental properties of $17.0 million; decreased
proceeds from property disposition of $14 million; and increased investment in
notes receivables and investment in and advances to affiliates of $103.1
million. Additionally, the Company acquired $10.0 million in rental properties
through the issuance of Preferred OP Units.

Net cash provided by financing activities decreased by $11.5 million to
$2.9 million used in financing activities from $8.6 million provided by
financing activities for the three months ended March 31, 2002. This decrease
was primarily due to reduction of borrowings on line of credit by $18.5 million,
proceeds from issuance of OP units decreasing by $1.9 million and a $0.9 million
increase in distributions, offset by a $9.8 million reduction of repayments on
notes payable and other debt. For the year ended December 31, 2002, net cash
provided by financing activities increased by $71.1 million to $116.0 million
compared to a use of net cash in the prior year of $44.9 million. The
differences were due to: changes in net proceeds from notes payable, inclusive
of line of credit repayments, of $144.5 million; changes in net proceeds from
common stock issuance of $19.2 million; and increased distributions of $2.8
million.

RATIO OF EARNINGS TO FIXED CHARGES

The Company's ratio of earnings to fixed charges for the period ended March
31, 2003 and the years ended December 31, 2002, 2001, and 2000 was 1.60:1,
1.68:1, 1.73:1 and 1.74:1 respectively.

INFLATION

Most of the leases allow for periodic rent increases which provide the
Company with the opportunity to achieve increases in rental income as each lease
expires. Such types of leases generally minimize the risk of inflation to the
Company.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 ("FIN No. 46"), "Consolidation of Variable Interest
Entities." The objective of this interpretation is to provide guidance on how to
identify a variable interest entity ("VIE") and determine when the assets,
liabilities, non-controlling interests and results of operations of a VIE need
to be included in a company's consolidated financial statements. A company that
holds variable interests in an entity will need to consolidate the entity if the
company's interest in the VIE is such that the company will absorb a majority of
the VIE's expected losses and/or receive a majority of the VIE's expected
residual returns, if they occur. FIN No. 46 also requires additional disclosures
by primary beneficiaries and other significant variable interest holders. The
provisions of this interpretation became effective upon issuance with respect to
VIEs created after January 31, 2003 and to VIEs in which a company obtains an
interest after that date. The provisions of this interpretation apply in the
first interim period beginning after June 15, 2003 (i.e., third quarter of 2003)
to VIEs in which a company holds a variable interest that it acquired before
February 1, 2003. The Company is in the process of assessing whether it has an
interest in any VIEs which may require consolidation in the third quarter of
2003 pursuant to FIN No. 46. Entities that may be identified as VIEs include SHS
and Origen.

company so elects. The adoption of this standard did not have a significant
impact on the financial position or results of operations of the Company.

In November 2002, the FASB issued FASB Interpretation (FIN 45) No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies disclosures
that are required to be made for certain guarantees and establishes a
requirement to record a liability at fair value for certain guarantees at the
time of the guarantee's issuance. The disclosure requirements of FIN No. 45 have
been applied in these financial statements. The requirement to record a
liability applies to guarantees issued or modified after December 31, 2002. We
do not expect the requirements of FIN 45 to have a significant impact on the
financial position or results of operations of the Company.

In July 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." The statement requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by the
statement include lease termination costs and certain employee severance costs
that are associated with a restructuring, discontinued operation, plant closing
or other exit or disposal activity. The statement is to be applied prospectively
to exit or disposal activities initiated after December 31, 2002. The adoption
of this statement is not expected to have a significant impact on the financial
position or results of operations of the Company.

In May 2002, the FASB issued SFAS 145, "Rescission of SFAS Nos. 4, 44 and
64, Amendment of SFAS 13, and Technical Corrections as of April 2002." The
provisions of this statement related to the rescission of Statement 4 shall be
applied in fiscal years beginning after May 15, 2002. The provisions related to
Statement 13 shall be effective for transactions occurring after May 15, 2002,
with early application encouraged. All provisions of this Statement shall be
effective for financial statements issued on or after May 15, 2002, with early
application encouraged. Adoption of this statement did not have a significant
impact on the financial position or results of operations of the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This Statement supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business
(as previously defined in that Opinion). The provisions of this SFAS 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years, with early
application encouraged. The provisions of this standard are generally to be
applied prospectively. During the first quarter of 2002, the Company sold Kings
Pointe Mobile Home Park, located in Winter Haven, Florida, for approximately
$3.4 million. In accordance with SFAS 144, the Company's consolidated statements
of income and consolidated statements of cash flow have been revised from those
originally reported for the years ended December 31, 2002, 2001 and 2000 to
separately reflect the results of discontinued operations for one property that
was sold in the first quarter of 2002. These results were previously included in
income from operations. These revisions had no impact on the Company's
consolidated balance sheets or statements of stockholders' equity and these
revisions had no impact on net income or net income per share of common stock
for the years ended December 31, 2002, 2001 and 2000.

In June 2001, the FASB approved SFAS No. 141, "Business Combinations and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires, among
other things, that the purchase method of accounting for business combinations
be used for all business combinations initiated after September 30, 2001. SFAS
142 addresses the accounting for goodwill and other intangible assets subsequent
to their acquisition. SFAS 142 requires, among other things, that goodwill and
other indefinite-lived intangible assets no longer be amortized and that such
assets be tested for impairment at least annually. The adoption of these
standards did not have a significant impact on the financial position or results
of operations of the Company.

SUPPLEMENTAL MEASURE

Investors in and analysts following the real estate industry utilize funds
from operations ("FFO") as a supplemental performance measure. While the Company
believes net income (as defined by generally accepted accounting principles) is
the most appropriate measure, it considers FFO, given its wide use by and
relevance to investors and analysts, an appropriate supplemental measure. FFO is
defined by the National Association of Real Estate Investment Trusts ("NAREIT")
as net income (computed in accordance with generally accepted accounting
principles) excluding gains (or losses) from sales of property, plus rental
property depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Industry analysts consider FFO to be an
appropriate supplemental measure of the operating performance of an equity REIT
primarily because the computation of FFO excludes historical cost depreciation
as an expense and thereby facilitates the comparison of REITs which have
different cost bases in their assets. Historical cost accounting for real estate
assets implicitly assumes that the value of real estate assets diminishes
predictably over time, whereas real estate values have instead historically
risen or fallen based upon market conditions. FFO does not represent cash flow
from operations as defined by generally accepted accounting principles and is a
supplemental measure of performance that does not replace net income as a
measure of performance or net cash provided by operating activities as a measure
of liquidity. In addition, FFO is not intended as a measure of a REIT's ability
to meet debt principal repayments and other cash requirements, nor as a measure
of working capital. The following table reconciles earnings attributable to OP
Units less earnings allocated to Limited Partners to FFO for the periods ended
March 31, 2003 and 2002 (in thousands):

<Table>
<Caption>
MARCH 31,
-------------------
2003 2002
--------- -------

Earnings attributable to OP Units less earnings allocated to
Limited Partners.......................................... $ 6,343 $ 8,114
Adjustments:
Depreciation of rental property........................... 10,509 9,041
Valuation adjustment(1)................................... 214 --
Allocation of SunChamp losses(2).......................... 850 --
Income allocated to Common OP units....................... 910 1,176
(Gain) on sale of properties................................ -- (269)
------- -------
FFO......................................................... $18,826 $18,062
======= =======
Weighted average common shares/OP units outstanding:
Basic..................................................... 20,342 19,921
======= =======
Diluted................................................... 20,468 20,137
======= =======
</Table>

- ---------------

(1) The Company entered into three interest rate swaps and an interest rate cap
agreement. The valuation adjustment reflects the theoretical noncash profit
and loss were those hedging transactions terminated at the balance sheet
date. As the Company has no expectation of terminating the transactions
prior to maturity, the net of these noncash valuation adjustments will be
zero at the various maturities. As any imperfections related to hedging
correlation in these swaps is reflected currently in cash as interest, the
valuation adjustments are excluded from Funds From Operations. The valuation
adjustment is included in interest expense.

(2) The Company acquired the equity interest of another investor in SunChamp in
December 2002. Consideration consisted of a long-term note payable at net
book value. Although the adjustment for the allocation of the SunChamp
losses is not reflected in the accompanying financial statements, management
believes that it is appropriate to provide for this adjustment because the
Company's payment obligations with respect to the note are subordinate in
all respects to the return of the members' equity (including the gross book
value of the acquired equity) plus a preferred return. As a result, the
losses that

are allocated to the Company under generally accepted accounting principles are
effectively reallocated to the note for purposes of calculating Funds from
Operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company's principal market risk exposure is interest rate risk. The
Company mitigates this risk by maintaining prudent amounts of leverage,
minimizing capital costs and interest expense while continuously evaluating all
available debt and equity resources and following established risk management
policies and procedures, which include the periodic use of derivatives. The
Company's primary strategy in entering into derivative contracts is to minimize
the variability that changes in interest rates could have on its future cash
flows. The Company generally employs derivative instruments that effectively
convert a portion of its variable rate debt to fixed rate debt. The Company does
not enter into derivative instruments for speculative purposes.

The Company's variable rate debt totals $297.4 million and $131.8 million
as of March 31, 2003 and 2002, respectively, which bears interest at various
LIBOR/DMBS rates. If LIBOR/DMBS increased or decreased by 1.00 percent during
the three months ended March 31, 2003 and 2002, the Company believes its
interest expense would have increased or decreased by approximately $3.0 million
and $1.2 million based on the $300.3 million and $116.1 million average balance
outstanding under the Company's variable rate debt facilities for the three
months ended March 31, 2003 and 2002, respectively.

Additionally, the Company had $28.1 million and $35.2 million LIBOR based
variable rate mortgage and other notes receivables as of March 31, 2003 and
2002, respectively. If LIBOR increased or decreased by 1.0 percent during the
three months ended March 31, 2003 and 2002, the Company believes interest income
would have increased or decreased by approximately $0.3 million and $0.3 million
based on the $27.8 million and $34.7 million average balance outstanding on all
variable rate notes receivables for the three months ended March 31, 2003 and
2002, respectively.

The Company has entered into three separate interest rate swap agreements
and an interest rate cap agreement. One of these swap agreements fixes $25
million of variable rate borrowings at 4.93 percent for the period April 2003
through July 2009, another of these swap agreements fixes $25 million of
variable rate borrowings at 5.37 percent for the period April 2003 through July
2012 and the third swap agreement, which is only effective for so long as LIBOR
is 7 percent or less, fixes $25 million of variable rate borrowings at 3.97
percent for the period April 2003 through July 2007. The interest rate cap
agreement is effective April 2003 at a cap rate of 9.49 percent. The notional
increases over three months from $12.9 million to a final notional of $152.4
million and has a termination date of April 3, 2006.

BUSINESS

GENERAL

STRUCTURE

Our General Partner is a self-administered and self-managed real estate
investment trust, or REIT. We are structured as an umbrella partnership REIT, or
UPREIT, and are the entity through which our General Partner conducts
substantially all of its operations, and which owns, either directly or
indirectly, through subsidiaries, all of the General Partner's assets. This
UPREIT structure enables the General Partner to comply with certain complex
requirements under the federal tax rules and regulations applicable to REITs,
and to acquire manufactured housing communities in transactions that defer some
or all of the sellers' tax consequences. In general, partnerships are
"pass-through" entities which are not subject to federal income tax. Rather,
partners are allocated their proportionate shares of the items of income, gain,
loss, deduction, and credit of a partnership, and are potentially subject to tax
thereon, without regard to whether the partners receive a distribution from the
partnership. Our partnership agreement generally requires us to distribute
substantially all of our available cash generated from operations each quarter
and make reasonable efforts to distribute to our General Partner enough cash for
it to meet its distribution requirements and to avoid any federal income tax or
excise tax liability.

THE MANUFACTURED HOUSING COMMUNITY INDUSTRY

Modern manufactured housing communities, such as the properties, contain
improvements similar to other garden-style residential developments, including
centralized entrances, paved streets, curbs and gutters, and parkways. In
addition, these communities also often provide a number of amenities, such as a
clubhouse, a swimming pool, shuffleboard courts, tennis courts, laundry
facilities and cable television service.

PROPERTY MANAGEMENT

Our property management strategy emphasizes intensive, hands-on management
by dedicated, on-site district and community managers. We believe that this
on-site focus enables us to continually monitor and address tenant concerns, the
performance of competitive properties and local market conditions. Of the 564
Company employees, 491 are located on-site as property managers, support staff,
or maintenance personnel.
36

Our community managers are overseen by Brian W. Fannon, our General
Partner's Chief Operating Officer, who has 33 years of property management
experience, four Vice Presidents of Operations and seventeen Regional Vice
Presidents. In addition, the Regional Vice Presidents are responsible for
semi-annual market surveys of competitive communities, interaction with local
manufactured home dealers and regular property inspections.

Each district or community manager performs regular inspections in order to
continually monitor the Property's physical condition and provides managers with
the opportunity to understand and effectively address tenant concerns. In
addition to a district or community manager, each district or property has an
onsite maintenance personnel and management support staff. We hold periodic
training sessions for all property management personnel to ensure that
management policies are implemented effectively and professionally.

HOME SALES

Our affiliate, Sun Home Services, Inc. ("SHS") offers manufactured home
sales services to tenants and prospective tenants of our properties. Since
tenants often purchase a home already on-site within a community, such services
enhance occupancy and property performance. Additionally, because many of the
homes in the properties are sold through SHS, better control of home quality in
our communities can be maintained than if sales services were conducted solely
through third-party brokers.

REGULATIONS AND INSURANCE

General. Manufactured housing community properties are subject to various
laws, ordinances and regulations, including regulations relating to recreational
facilities such as swimming pools, clubhouses and other common areas. We believe
that each Property has the necessary operating permits and approvals.

Americans with Disabilities Act ("ADA"). The properties and any newly
acquired manufactured housing communities must comply with the ADA. The ADA has
separate compliance requirements for "public accommodations" and "commercial
facilities," but generally requires that public facilities such as clubhouses,
pools and recreation areas be made accessible to people with disabilities.
Compliance with ADA requirements could require removal of access barriers and
other capital improvements at our properties. Noncompliance could result in
imposition of fines or an award of damages to private litigants. We do not
believe the ADA will have a material adverse impact on our results of
operations. If required property improvements involve a greater expenditure than
we currently anticipate, or if the improvements must be made on a more
accelerated basis than we anticipate, our ability to make expected distributions
could be adversely affected. We believe that our competitors face similar costs
to comply with the requirements of the ADA.

Insurance. Our management believes that the properties are covered by
adequate fire, flood, property and business interruption insurance provided by
reputable companies with commercially reasonable deductibles and limits. We
maintain a blanket policy that covers all of our properties. We have obtained
title insurance insuring fee title to the properties in an aggregate amount
which we believe to be adequate.

LEGAL PROCEEDINGS

On March 21, 2003, the Company received an unfiled complaint by T.J.
Holdings, LLC ("TJ Holdings"), a member of Sun/Forest, LLC ("Sun/Forest")
(which, in turn, owns an equity interest in SunChamp LLC), against the Company,
SunChamp LLC, certain other affiliates of the Company and two directors of Sun
Communities, Inc. On April 9, 2003, TJ Holdings filed the complaint in the
Superior Court of Guilford County, North Carolina. The complaint alleges that
the defendants wrongfully deprived the plaintiff of economic opportunities that
they took for themselves in contravention of duties allegedly owed to the
plaintiff and purports to claim damages of $13.0 million plus an unspecified
amount for punitive damages. We believe the complaint and the claims threatened
therein have no merit and we intend to defend it vigorously. In addition,
pursuant to the agreements underlying the alleged claims, the parties expressly
agreed that any disputes would be settled by arbitration in Detroit, Michigan.
On April 1, 2003, we filed a complaint in
37

Oakland County Circuit Court, Michigan, requesting that the court compel TJ
Holdings to submit to arbitration in Oakland County, Michigan and alternatively
seeking a declaratory judgment in our favor.

We are involved in various other legal proceedings arising in the ordinary
course of business. All such proceedings, taken together, are not expected to
have a material adverse impact on our results of operations or financial
condition.

PROPERTIES

General. As of March 31, 2003, our properties consisted of 117
manufactured housing communities, five recreational vehicle communities, and
seven properties containing both manufactured housing and recreational vehicle
sites located in seventeen states concentrated in the midwestern and
southeastern United States. As of March 31, 2003, the properties contained
44,125 developed sites comprised of 39,003 developed manufactured home sites and
5,122 recreational vehicle sites and an additional 7,463 manufactured home sites
suitable for development. Most of the properties include amenities oriented
towards family and retirement living. Of the 129 properties, 62 have more than
300 developed manufactured home sites, with the largest having 913 developed
manufactured home sites.

As of December 31, 2002, our properties had an occupancy rate of 92.4
percent in stabilized communities and 64.8 percent in development communities
and the aggregate occupancy rate was 90 percent excluding recreational vehicle
sites. Since January 1, 2002, the properties have averaged an aggregate annual
turnover of homes (where the home is moved out of the community) of
approximately 3.8 percent and an average annual turnover of residents (where the
home is sold and remains within the community, typically without interruption of
rental income) of approximately 7.1 percent.

We believe that our properties' high amenity levels contribute to low
turnover and generally high occupancy rates. All of the properties provide
residents with attractive amenities with most offering a clubhouse, a swimming
pool, laundry facilities and cable television service. Many properties offer
additional amenities such as sauna/whirlpool spas, tennis, shuffleboard and
basketball courts and/or exercise rooms.

We have tried to concentrate our communities within certain geographic
areas in order to achieve economies of scale in management and operation. The
properties are principally concentrated in the midwestern and southeastern
United States. We believe that geographic diversification will help insulate the
portfolio from regional economic influences and we are also interested in
expanding our operations in the western United States.

The following table sets forth certain information relating to the
properties owned as of March 31, 2003 and for the years ended December 31, 2002,
2001 and 2000:

<Table>
<Caption>
DEVELOPED OCCUPANCY OCCUPANCY OCCUPANCY
SITES AS OF AS OF AS OF AS OF
PROPERTY AND LOCATION 3/31/03 12/31/00(1) 12/31/01(1) 12/31/02(1)
- --------------------- ----------- ----------- ----------- -----------

MIDWEST
MICHIGAN
Academy/West Pointe............................ 441 99% 98% 98%
Canton, MI
Allendale Meadows Mobile Village............... 352 98 96 93
Allendale, MI
Alpine Meadows Mobile Village.................. 403 99 96 96
Grand Rapids, MI
Bedford Hills Mobile Village................... 339 98 98 95
Battle Creek, MI
Brentwood Mobile Village....................... 195 99 99 96
Kentwood, MI
Byron Center Mobile Village.................... 143 99 98 98
Byron Center, MI
Candlewick Court Manufactured Housing
Community.................................... 211 95 97 97
Owosso, MI
College Park Estates Manufactured Housing
Community.................................... 230 100 95 92
Canton, MI
</Table>

Continental Estates Manufactured Housing
Community.................................... 385 84 84 79
Davison, MI
Continental North Manufactured Housing
Community.................................... 474 88 89 84
Davison, MI
Country Acres Mobile Village................... 182 96 96 95
Cadillac, MI
Country Meadows Mobile Village................. 577 100 99 98
Flat Rock, MI
Countryside Village Manufactured Housing
Community.................................... 359 96 98 96
Perry, MI
Creekwood Meadows Mobile Home Park............. 336 96 88 85
Burton, MI
Cutler Estates Mobile Village.................. 259 98 97 96
Grand Rapids, MI
Davison East Manufactured Housing Community.... 190 89 80 88
Davison, MI
Fisherman's Cove Manufactured Housing
Community.................................... 162 99 95 94
Flint, MI
Grand Mobile Estates........................... 230 99 93 95
Grand Rapids, MI
Hamlin Manufactured Housing Community(5)....... 170 100 99 85(5)
Webberville, MI
Kensington Meadows Mobile Home Park............ 290 97 98 92
Lansing, MI
Kings Court Mobile Village..................... 639 98 100 98
Traverse City, MI
Knollwood Estates.............................. 161 (3) 97 94
Allendale, MI
Lafayette Place................................ 254 98 97 98
Metro Detroit, MI
Lincoln Estates Mobile Home Park............... 191 99 96 95
Holland, MI
Maple Grove Estates Manufactured Housing
Community.................................... 46 100 100 98
Dorr, MI
Meadow Lake Estates Manufactured Housing
Community.................................... 425 100 100 97
White Lake, MI
Meadowbrook Estates Manufactured Housing
Community.................................... 453 99 98 97
Monroe, MI
Meadowstream Village Manufactured Housing
Community.................................... 159 98 97 95
Sodus, MI
Parkwood Manufactured Housing Community........ 249 93 90 86
Grand Blanc, MI
</Table>

Presidential Estates Mobile Village............ 364 98 99 95
Hudsonville, MI
Richmond Place................................. 117 99 97 100
Metro Detroit, MI
River Haven Village............................ 721 (3) 78 79
Grand Haven, MI
Scio Farms Estates............................. 913 100 99 99
Ann Arbor, MI
Sherman Oaks Manufactured Housing Community.... 366 99 97 94
Jackson, MI
St. Clair Place................................ 100 99 100 99
Metro Detroit, MI
Sunset Ridge(9)................................ 144 (3) 13(9) 45(9)
Portland Township, MI
Timberline Estates Manufactured Housing
Community.................................... 296 100 96 94
Grand Rapids, MI
Town & Country Mobile Village.................. 192 99 99 99
Traverse City, MI
Village Trails................................. 100 77 77 80
Howard City, MI
White Lake Mobile Home Village(5).............. 315 100 85(5) 96
White Lake, MI
White Oak Estates.............................. 480 85 88 86
Mt. Morris, MI
Windham Hills Estates(5)....................... 402 88 91 82(5)
Jackson, MI
Woodhaven Place Metro.......................... 220 99 100 98
------ --- --- ---
Detroit, MI
MICHIGAN TOTAL................................. 13,235 96% 94% 92%
====== === === ===
INDIANA
Brookside Mobile Home Village.................. 570 93% 93% 88%
Goshen, IN
Carrington Pointe.............................. 320 89 81 81
Ft. Wayne, IN
Clear Water Mobile Village..................... 227 95 90 86
South Bend, IN
Cobus Green Mobile Home Park................... 386 94 87 81
Elkhart, IN
Deerfield Run Manufactured Home Community(5)... 175 75(5) 60(5) 73(5)
Anderson, IN
Four Seasons Mobile Home Park.................. 218 96 98 95
Elkhart, IN
Holiday Mobile Home Village.................... 326 99 97 95
Elkhart, IN
Liberty Farms Communities...................... 220 100 98 99
Valparaiso, IN
</Table>

Maplewood Mobile Home Park..................... 207 94 91 97
Lawrence, IN
Meadows Mobile Home Park....................... 330 95 89 85
Nappanee, IN
Pebble Creek(9)(10)............................ 258 (10) (10) 76(9)
Greenwood, IN
Pine Hills Mobile Home Subdivision............. 130 91 96 95
Middlebury, IN
Roxbury Park................................... 398 (3) 92 94
Goshen, IN
Timberbrook Mobile Home Park................... 567 90 90 84
Bristol, IN
Valley Brook Mobile Home Park.................. 799 95 95 88
Indianapolis, IN
West Glen Village Mobile Home Park............. 552 99 98 96
Indianapolis, IN
Woodlake Estates(5)............................ 338 67(5) 69(5) 72(5)
Ft. Wayne, IN
Woods Edge Mobile Village(5)................... 598 93(5) 84(5) 74(5)
------ --- --- ---
West Lafayette, IN
INDIANA TOTAL.................................. 6,619 92% 90% 86%
====== === === ===
OTHER
Apple Creek Manufactured Home Community and
Self Storage................................. 176 98% 91% 94%
Cincinnati, OH
Autumn Ridge Mobile Home Park.................. 413 100 99 98
Ankeny, IA
Bell Crossing Manufactured Home
Community(5)................................... 239 84 53(5) 41(5)
Clarksville, TN
Boulder Ridge(5)............................... 527 98 98 85(5)
Pflugerville, TX
Branch Creek Estates........................... 392 99 100 98
Austin, TX
Byrne Hill Village Manufactured Home
Community.................................... 236 97 97 96
Toledo, OH
Candlelight Village Mobile Home Park........... 309 96 98 95
Chicago Heights, IL
Casa del Valle(8).............................. 408 100 100 100
Alamo, TX
Catalina Mobile Home Park...................... 462 90 83 83
Middletown, OH
Chisholm Point Estates......................... 416 99 98 94
Pflugerville, TX
Comal Farms(9)(10)............................. 349 (10) (10) 43(9)
New Braunfels, TX
</Table>

Creekside(9)(10)............................... 47 (10) (10) 66(9)
Reidsville, NC
Desert View Village(9)......................... 93 6(9) 25(9) 40(9)
West Wendover, NV
Eagle Crest(9)................................. 318 (3) 84(9) 97(9)
Firestone, CO
East Fork(9)(10)............................... 160 (10) (10) 88(9)
Batavia, OH
Edwardsville Mobile Home Park.................. 634 97 97 92
Edwardsville, KS
Forest Meadows................................. 76 88 83 92
Philomath, OR
Glen Laurel(9)(10)............................. 261 (10) (10) 18(9)
Concord, NC
High Pointe.................................... 411 95 93 95
Frederica, DE
Kenwood RV and Mobile Home Plaza(8)............ 289 100 100 100
LaFeria, TX
Meadowbrook(9)(10)............................. 177 (10) (10) 80(9)
Charlotte, NC
North Point Estates(9)......................... 108 (3) 38(9) 50(9)
Pueblo, CO
Oak Crest(9)................................... 335 (4) (4) 84(9)
Austin, TX
Oakwood Village(5)............................. 511 78(5) 73(5) 74(5)
Dayton, OH
Orchard Lake Manufactured Home Community....... 147 98 97 97
Cincinnati, OH
Paradise Park.................................. 277 99 96 91
Chicago Heights, IL
Pecan Branch(9)................................ 69 (3) 67(9) 74(9)
Williamson County, TX
Pheasant Ridge................................. 553 (4) (4) 99
Manor Township, PA
Pin Oak Parc Mobile Home Park.................. 502 98 99 97
O'Fallon, MO
Pine Ridge Mobile Home Park.................... 245 98 98 95
Petersburg, VA
River Ridge(9)................................. 337 (4) (4) 89(9)
Austin, TX
Saddle Brook(9)................................ 258 (4) (4) 39(9)
Austin, TX
Sea Air(8)..................................... 527 100 99 100
Rehoboth Beach, DE
Snow to Sun(8)................................. 493 99 100 99
Weslaco, TX
Southfork Mobile Home Park..................... 477 96 95 90
Belton, MO
</Table>

Stonebridge(9)(10)............................. 206 (10) (10) 83(9)
San Antonio, TX
Summit Ridge(9)(10)............................ 127 (10) (10) 91(9)
Converse, TX
Sunset Ridge(9)(10)............................ 173 (10) (10) 71(9)
Kyle TX
Sun Villa Estates.............................. 324 100 100 99
Reno, NV
Timber Ridge Mobile Home Park.................. 585 98 99 98
Ft. Collins, CO
Westbrook Village(7)........................... 344 98 99 97
Toledo, OH
Westbrook Senior Village....................... 112 (3) 94 99
Toledo, OH
Willowbrook Place(7)........................... 266 99 98 98
Toledo, OH
Woodlake Trails(9)(10)......................... 133 (10) (10) 44(9)
San Antonio, TX
Woodland Park Estates.......................... 399 99 98 94
Eugene, OR
Woodside Terrace Manufactured Home Community... 439 96 98 96
Holland, OH
Worthington Arms Mobile Home Park.............. 224 99 99 96
------ --- --- ---
Delaware, OH
OTHER TOTAL.................................... 14,564 95% 93% 86%
====== === === ===
SOUTHEAST
FLORIDA
Arbor Terrace RV Park.......................... 402 (6) (6) (6)
Bradenton, FL
Ariana Village Mobile Home Park................ 208 85 86 88
Lakeland, FL
Bonita Lake Resort............................. 167 (6) (6) (6)
Bonita Springs, FL
Buttonwood Bay(8).............................. 942 (3) 100 100
Sebring, FL
Gold Coaster Manufactured Home Community(8).... 546 100 100 98
Florida City, FL
Groves RV Resort............................... 306 (6) (6) (6)
Lee County, FL
Holly Forest Estates........................... 402 100 100 100
Holly Hill, FL
Indian Creek Park(8)........................... 1,548 100 100 100
Ft. Myers Beach, FL
Island Lakes Mobile Home Park.................. 301 100 100 100
Merritt Island, FL
Kings Lake Mobile Home Park.................... 245 96 99 100
Debary, FL
</Table>

Lake Juliana Landings Mobile Home Park......... 285 71 74 77
Auburndale, FL
Lake San Marino RV Park........................ 415 (6) (6) (6)
Naples, FL
Leesburg Landing............................... 96 68 68 69
Lake County, FL
Meadowbrook Village Mobile Home Park........... 257 98 99 99
Tampa, FL
Orange Tree Village Mobile Home Park........... 246 99 100 100
Orange City, FL
Royal Country Mobile Home Park................. 864 100 99 100
Miami, FL
Saddle Oak Club Mobile Home Park............... 376 99 100 100
Ocala, FL
Siesta Bay RV Park............................. 846 (6) (6) (6)
Ft. Myers Beach, FL
Silver Star Mobile Village..................... 408 96 98 99
Orlando, FL
Water Oak Country Club Estates/Water Oak Mobile
Home Park.................................... 847 100 100 100
------ --- --- ---
Lady Lake, FL
FLORIDA TOTAL.................................. 9,707 94% 96% 97%
====== === === ===
TOTAL/AVERAGE.................................. 44,125 95% 93% 90%
====== === === ===
TOTAL STABILIZED COMMUNITIES................... 40,407 95% 94% 92%
====== === === ===
TOTAL DEVELOPMENT COMMUNITIES.................. 3,718 6% 45% 65%
====== === === ===
</Table>

- ---------------

(1) Occupancy percentage relates to manufactured housing sites, excluding
recreational vehicle sites.

(2) Acquired in 2000.

(3) Acquired in 2001.

(4) Acquired in 2002.

(5) Occupancy in these properties reflects the fact that these communities are
in their initial lease-up phase following an expansion.

(6) This property contains only recreational vehicle sites.

(7) The Company leases this property. The Company has the option and intends to
purchase the property upon the expiration of the lease. If the Company does
not exercise its option to purchase, the lessor has the right to cause the
Company to purchase the property at the expiration of the lease at the then
outstanding lease obligation.

(8) This property contains recreational vehicle sites.

(9) Occupancy in these properties reflects the fact that these communities are
newly developed from the ground up.

(10) This property is owned by an affiliate of SunChamp LLC, an entity in which
the Company owns approximately a 59% equity interest as of March 31, 2003.
Prior to 2002, the Company held a minority interest in SunChamp LLC and,
therefore, did not account for this property as a property owned by the
Company. As a result, the Company did not report any information in respect
of this property for such periods.

Leases. The typical lease we enter into with a tenant for the rental of a
site is month-to-month or year-to-year, renewable upon the consent of both
parties, or, in some instances, as provided by statute. In some cases, leases
are for one-year terms, with up to ten renewal options exercisable by the
tenant, with rent adjusted for increases in the consumer price index. These
leases are cancelable for non-payment of rent, violation of community rules and
regulations or other specified defaults. During the past five fiscal years ended
December 31, 2002, on average 3.1 percent of the homes in our communities have
been removed by their owners and 8.0 percent of the homes have been sold by
their owners to a new owner who then assumes rental obligations as a community
resident. The small percentage of homes removed from our communities is impacted
by the $3,000 to $8,000 cost to move a home. The above experience can be
summarized as follows: the average resident remains in our communities for
approximately nine years, while the average home, which gives rise to the rental
stream, remains in our communities for approximately thirty-two years.

DESCRIPTION OF SECURED INDEBTEDNESS

The following is a summary of the material terms of our secured
indebtedness. This description is not complete and is subject to, and qualified
in its entirety by reference to, all provisions of the agreements evidencing the
secured debt which are listed as exhibits and copies of which are available upon
request from us.

TERM LOANS

$200 MILLION TERM LOAN

On May 29, 2002, we entered into a Master Credit Facility Agreement with
ARCS Commercial Mortgage Co., L.P. for a secured $200 million term loan facility
under which approximately $152.4 million was outstanding as of March 31, 2003.
Borrowings under the facility may be either variable rate advances or fixed rate
advances, and all or a portion of the variable rate borrowings may be converted
to fixed rate borrowings subject to certain facility requirements, including a
maximum loan-to-value of 50% and a minimum debt service coverage. The term for
variable rate borrowings under the facility is five (5) years from the date of
the facility, but at our option we may extend the term for an additional five
(5) years. The term for fixed rate borrowings is between five and ten years from
the date the borrowings are, or become, fixed rate borrowings, provided however,
that in no event will the term of the fixed rate borrowings exceed fifteen (15)
years from the date of the facility.

Variable rate borrowings under the facility bear interest at the rate of
the Fannie Mae Discount MBS (historically, this rate trades at approximately
five to ten basis points below the applicable LIBOR rate) plus 67 basis points,
inclusive of guaranty and servicing fees, repriced on the expiration of each
interest period of between three and nine months, as we may select. Fixed rate
borrowings under the facility bear interest at the rate of conventional fixed
rate financing backed by Fannie Mae MBS plus 57 basis points for guaranty and
servicing fees.

The facility is collateralized by first mortgages on fifteen (15) of our
properties. We have the right to remove the collateral from the facility,
provided that the loan-to-value of the remaining collateral is no less than 55%
and subject to certain other conditions. With certain exceptions, we have the
right to undertake any alteration, improvement, construction or demolition on
any property without the lender's prior consent.

The facility contains various covenants including, without limitation, a
requirement that we maintain a minimum net worth, a minimum liquidity amount,
and a consolidated EBITDA to interest ratio. Failure to satisfy or perform any
covenant under the credit facility agreement constitutes an event of default
under the credit facility agreement. Other events of default include, but are
not limited to, the failure to make payments of principal or interest when due,
a breach of any of our representations or warranties made under the credit
facility agreement, bankruptcy and our failure to comply with any governmental
authority within thirty days after receiving notice of any noncompliance having
a material effect on us.

On September 4, 2002, we entered into two interest rate swap agreements
with Merrill Lynch Capital Services, Inc., each of which effectively fixes the
rate on $25 million of our variable rate debt. One swap matures on July 12, 2009
and has an effective fixed rate of 4.93%, and the other swap matures on July 3,
2012 and has an effective fixed rate of 5.37%. Both of these swaps are effective
as of April 3, 2003. On September 4, 2002, we entered into a third interest rate
swap agreement with Lehman Brothers Special Financing Inc. which effectively
fixes the rate at 3.97% and has an effective date of April 3, 2003 and a
maturity date of July 3, 2007. The swap agreement with Lehman is effective for
any given rate period only if the three month LIBOR is 7% or less.

$45 MILLION TERM LOAN

On September 4 1997, we entered into an Amended and Restated Loan Agreement
for a $19 million secured term loan, and an Amended and Restated Loan Agreement
for a $26 million term loan, each from Lehman Brothers Holdings Inc., d/b/a
Lehman Capital, a division of Lehman Brothers Holdings Inc. As of

March 31, 2003, we had an aggregate, outstanding balance under these term loans
of approximately $42.1 million. The loans are due September 10, 2007, and no
prepayment is allowed under the loan agreements until March 10, 2007. The loans
bear interest at the rate of 7.01% per annum. The loans are collateralized by
first mortgages on seven of our properties.

MORTGAGE DEBT AND CAPITALIZED LEASES

We have 12 notes payable with an aggregate outstanding balance of
approximately $58.6 million, as of March 31, 2003. The notes are secured by
twelve (12) properties, mature at various dates from June 2004 to May 2017, and
bear interest at fixed rates or LIBOR based floating rates. Certain notes
require monthly payments of interest only while other notes require both
principal and interest payments. We also have one $9.8 million capitalized
lease. Another capitalized lease obligation matured in January of 2003 and we
purchased the property by issuing 41,700 Preferred OP Units, cash of
approximately $860,000 and assuming approximately $1.57 million of debt, which
debt was immediately retired.

THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

In connection with our issuance of the unregistered notes, we agreed to
file this registration statement covering the exchange notes and, upon the
effectiveness of the registration statement, to offer to you the opportunity to
exchange your unregistered notes for a like principal amount of the exchange
notes.

A copy of the registration rights agreement has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
registration statement. The registration statement is intended to satisfy our
obligations under the registration rights agreement and the purchase agreement.

This prospectus covers the offer and sale of the exchange notes and the
resale of exchange notes received in the exchange offer by any broker-dealer who
held unregistered notes, other than unregistered notes purchased directly from
us or one of our affiliates.

We believe that following the exchange offer the exchange notes will be
freely transferrable by holders without further registration under the
Securities Act so long as the holder is able to represent that:

- Any exchange notes to be received by it will be acquired in the ordinary
course of business;

- The holder is not participating, does not intend to participate and has
no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of unregistered
notes or exchange notes;

- The holder is not a broker dealer who acquired the unregistered notes
directly from us for resale under Rule 144A under the Securities Act or
any other available exemption under the Securities Act; and

- The holder is not one of our "affiliates" as defined in Rule 405 of the
Securities Act.

Our belief that the exchange notes will be freely transferable is based on
interpretations of the SEC staff issued to other issuers in connection with
exchange offers like ours. We have not requested our own interpretations,
however, and we do not expect to do so in the future. If our belief is
inaccurate, holders who transfer exchange notes in violation of the prospectus
delivery provisions of the Securities Act and without an exemption from
registration may incur liability under the Securities Act. We do not assume and
will not indemnify holders against such liability. Any holder that is not able
to make these representations or satisfy certain similar conditions will not be
entitled to participate in the exchange offer or to exchange their unregistered
notes for exchange notes.

Each broker-dealer that receives exchange notes for its own account in
exchange for unregistered notes that were acquired as a result of market-making
or other trading activities must acknowledge that it will deliver a prospectus
in connection with any resale of those exchange notes. Under the registration
rights agreement, such broker-dealers will be entitled to use this prospectus in
connection with the resale of exchange notes for a period of up to 180 days
following completion of the exchange offer.

TERMS OF THE EXCHANGE OFFER

Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all unregistered notes
validly tendered and not withdrawn prior to the expiration date. We will issue
$1,000 principal amount of exchange notes in exchange for each $1,000 principal
amount of unregistered notes surrendered pursuant to the exchange offer.
Unregistered notes may be tendered only in integral multiples of $1,000.

The form and terms of the exchange notes are the same as the form and terms
of the unregistered notes except that:

(1) the issuance of the exchange notes will be registered under the
Securities Act and, therefore, the exchange notes will not bear legends
restricting their transfer; and

(2) holders of the exchange notes will not be entitled to any of the
rights of holders of unregistered notes under the registration rights
agreement, which rights will terminate upon the consummation of the
exchange offer.

The exchange notes will evidence the same debt as the unregistered notes
they replace and will be issued under, and be entitled to the benefits of, the
same indenture. Both unregistered and exchange notes will be treated as a single
class of debt securities under the indenture.

As of the date of this prospectus, $150,000,000 in aggregate principal
amount of the unregistered 5.75% notes due 2010 is outstanding. Only a
registered holder of the unregistered notes, or such holder's legal
representative or attorney-in-fact, as reflected on the records of the trustee
under the indenture, may participate in the exchange offer. There will be no
fixed record date for determining registered holders of the unregistered notes
entitled to participate in the exchange offer.

Holders of the unregistered notes do not have any appraisal or dissenters'
rights under the indenture in connection with the exchange offer. We intend to
conduct the exchange offer in accordance with the provisions of the registration
rights agreement and the applicable requirements of the Securities Act, the
Securities Exchange Act and the rules and regulations of the Securities and
Exchange Commission thereunder.

We will be deemed to have accepted validly tendered unregistered notes
when, as and if we give oral or written notice of acceptance to the exchange
agent. The exchange agent will act as agent for the tendering holders of
unregistered notes for the purposes of receiving the exchange notes from us.

Holders who tender unregistered notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions in
the letter of transmittal, transfer taxes with respect to the exchange of
unregistered notes pursuant to the exchange offer. We will pay all charges and
expenses, other than applicable taxes described below, in connection with the
exchange offer. See "-- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "expiration date" shall mean 5:00 p.m., New York City time on
, 2003, unless we, in our sole discretion, extend the exchange offer, in
which case the term "expiration date" shall mean the latest date and time to
which the exchange offer is extended. In any event the exchange offer will
remain open for at least 20 business days.

In order to extend the exchange offer, we will:

(1) notify the exchange agent of any extension by oral or written
notice; and

(2) mail to the registered holders an announcement thereof which shall
include disclosure of the approximate number of unregistered notes
deposited to date;

each prior to 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.

We reserve the right, in our reasonable discretion:

(1) to delay accepting any unregistered notes;

(2) to extend or amend the exchange offer; or

(3) if any conditions set forth below under "-- Conditions" shall not
have been satisfied, to terminate the exchange offer by giving oral or
written notice of such delay, extension or termination to the exchange
agent.

Any delay in acceptance, extension, termination or amendment will be followed as
promptly as practicable by oral or written notice to the registered holders. If
the exchange offer is amended in a manner determined by us to constitute a
material change, we will promptly disclose the amendment by means of a
prospectus supplement or post-effective amendment to the registration statement
that will be distributed to the registered

holders, and we will extend the exchange offer for a period of five to ten
business days, depending upon the significance of the amendment and the manner
of disclosure to the registered holders, if the exchange offer would otherwise
expire during that period.

INTEREST ON THE EXCHANGE NOTES

The exchange notes due 2010 will bear interest at a rate equal to 5.75% per
year. Interest on the exchange notes will be payable semi-annually in arrears on
each April 15 and October 15, commencing October 15, 2003. Holders of exchange
notes will receive interest on October 15, 2003 from the date of initial
issuance of the exchange notes, plus an amount equal to the accrued interest on
the unregistered notes from the date of issuance to the day preceding the date
of exchange for exchange notes. Holders of unregistered notes that are accepted
for exchange will be deemed to have waived the right to receive any interest
accrued on the unregistered notes.

PROCEDURES FOR TENDERING

To tender your unregistered notes in the exchange offer, you must complete,
sign and date the letter of transmittal, or a facsimile, have the signatures
thereon guaranteed if required by the letter of transmittal, and mail or
otherwise deliver the letter of transmittal or facsimile, or an agent's message,
together with the certificates representing the unregistered notes being
tendered and any other required documents, to the exchange agent for receipt
prior to the expiration date. Alternatively, you may either:

(1) send a timely confirmation of a book-entry transfer of your
unregistered notes, if this procedure is available, into the exchange
agent's account at The Depository Trust Company, or DTC, pursuant to the
procedure for book-entry transfer described below, prior to the expiration
date; or

(2) comply with the guaranteed delivery procedures described below.

The term "agent's message" means a message transmitted by DTC to, and
received, by, the exchange agent and forming a part of a book-entry
confirmation, which states that DTC has received an express acknowledgement from
its participant tendering unregistered notes which are the subject of this
book-entry confirmation that this participant has received and agrees to be
bound by the terms of the letter of transmittal, and that we may enforce this
agreement against this participant.

Unless withdrawn prior to the expiration date, your tender will constitute
an agreement between you and us in accordance with the terms and subject to the
conditions provided in this prospectus and in the letter of transmittal.

THE METHOD OF DELIVERY OF UNREGISTERED NOTES, THE LETTER OF TRANSMITTAL AND
ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK.
INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND
DELIVERY SERVICE. IF YOU CHOOSE DELIVERY BY MAIL, WE RECOMMEND REGISTERED MAIL,
RETURN RECEIPT REQUESTED, AND PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
DATE. YOU SHOULD NOT SEND ANY LETTER OF TRANSMITTAL OR UNREGISTERED NOTES TO US.
YOU MAY REQUEST YOUR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS ON YOUR BEHALF.

If you are the beneficial owner of the unregistered notes that are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee and you wish to tender your unregistered notes, you should contact
the registered holder promptly and instruct the registered holder to tender on
your behalf. If you wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your
unregistered notes, either make appropriate arrangements to register ownership
of the unregistered notes in your name or obtain a properly completed bond power
from the registered holder. The transfer of registered ownership may take
considerable time.

Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an eligible institution, as defined below,
unless the unregistered notes are tendered:

- by a registered holder, or by a participant in DTC whose name appears on
a security position listing as the owner, who has not completed the box
titled "Special Issuance Instructions" or "Special Delivery Instructions"
on the letter of transmittal; or

- for the account of an eligible institution.

An eligible institution is:

- a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc.;

- a commercial bank or trust company having an office or correspondent in
the United States; or

- an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act which is a member of one of the
recognized signature guarantee programs identified in the letter of
transmittal.

If the letter of transmittal is signed by the registered holder(s) of the
unregistered notes tendered, the signature must correspond with the name(s)
written on the face of the unregistered notes without alteration, enlargement or
any change whatsoever. If the letter of transmittal is signed by a participant
in DTC, the signature must correspond with the name as it appears on the
security position listing as the holder of the unregistered notes.

If the letter of transmittal is signed by a person other than the
registered holder of any unregistered notes listed, the unregistered notes must
be endorsed or accompanied by bond powers and a proxy that authorizes that
person to tender the unregistered notes on behalf of the registered holder in
satisfactory form to us as determined in our sole discretion, in each case as
the name of the registered holder or holders appears on the unregistered notes.

If the letter of transmittal or any unregistered notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing. Unless waived by us,
evidence satisfactory to us of their authority to so act must be submitted with
the letter of transmittal.

A tender will be deemed to have been received as of the date when the
tendering holder's duly signed letter of transmittal accompanied by the
unregistered notes tendered, or a timely confirmation received by a book-entry
transfer of unregistered notes into the exchange agent's account at DTC with an
agent's message, or a notice of guaranteed delivery from an eligible institution
is received by the exchange agent. Issuances of exchange notes in exchange for
unregistered notes tendered under a notice of guaranteed delivery by an eligible
institution will be made only against delivery of the letter of transmittal, and
any other required documents, and the tendered unregistered notes, or a timely
confirmation received of a book-entry transfer of unregistered notes into the
exchange agent's account at DTC with an agent's message, to the exchange agent.

All questions as to the validity, form, eligibility, time of receipt,
acceptance and withdrawal of tendered unregistered notes will be determined by
us in our sole discretion. Our determination will be final and binding. We
reserve the absolute right to reject any and all unregistered notes not properly
tendered or any unregistered notes which, if accepted by us would, in the
opinion of our counsel, be unlawful. We also reserve the right to waive any
defects, irregularities or conditions of tender as to particular unregistered
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of unregistered notes must be cured within the time we
determine. Although we intend to notify holders of defects or irregularities
with respect to tenders of unregistered notes, neither we, the exchange agent
nor any other person shall incur any liability for failure to give that notice.
Tenders of unregistered notes will not be deemed to have been made until such
defects or irregularities have been cured or waived.

While we have no present plan to do so, we reserve the right in our sole
discretion to:

- purchase or make offers for any unregistered notes that remain
outstanding subsequent to the expiration date or, as described under
"-- Conditions," to terminate the exchange offer; and

- purchase unregistered notes in the open market, to the extent permitted
by applicable law, in privately negotiated transactions or otherwise. The
terms of any purchases or offers could differ from the terms of the
exchange offer.

By tendering, you will be making several representations to us including
that:

(1) the exchange notes to be acquired by you are being acquired by you
in the ordinary course of your business;

(2) you are not participating in, and do not intend to participate in,
a distribution of the exchange notes;

(3) you have no arrangement or understanding with any person to
participate in the distribution of the exchange notes;

(4) you satisfy specific requirements of your state's securities
regulations;

(5) if you are a broker-dealer or are participating in the exchange
offer for the purposes of distributing the exchange notes, you will comply
with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the
exchange notes acquired by you and cannot rely on the position of the staff
of the Securities and Exchange Commission set forth in no-action letters
issued to third parties;

(6) if you are a broker-dealer, you understand that a secondary resale
transaction described in clause (5) above and any resales of exchange notes
obtained by you in exchange for unregistered notes acquired by you directly
from us should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 or Item 508, as
applicable, of Regulation S-K under the Securities Act; and

(7) you are not our affiliate as defined in Rule 405 under the
Securities Act.

If you are a broker-dealer that will receive exchange notes for your own
account in exchange for unregistered notes that were acquired as a result of
market-making activities or other trading activities, you will also be required
to acknowledge in the letter of transmittal that you will deliver a prospectus
in connection with any resale of those exchange notes; however, by so
acknowledging and by delivering a prospectus, you will not be deemed to admit
that you are an underwriter within the meaning of the Securities Act.

RETURN OF UNREGISTERED NOTES

If any tendered unregistered notes are not accepted by us or the exchange
agent for any reason, or if unregistered notes are withdrawn or are submitted
for a greater principal amount than you desire to exchange, the unaccepted,
withdrawn or non-exchanged unregistered notes will be returned to you without
expense to you. In the case of unregistered notes tendered by book-entry
transfer into the exchange agent's account at DTC pursuant to the book-entry
transfer procedures described below, those unregistered notes will be credited
to the appropriate account maintained with DTC.

BOOK-ENTRY TRANSFER

The exchange agent will make a request to establish an account with respect
to the unregistered notes at DTC for purposes of the exchange offer within two
business days after the date of this prospectus. Any financial institution that
is a participant in DTC's systems may make book-entry delivery of unregistered
notes by causing DTC to transfer the unregistered notes into the exchange
agent's account in accordance with DTC's procedures for transfer.

However, although delivery of unregistered notes may be effected through
book-entry transfer, an agent's message or the letter of transmittal or
facsimile, with any required signature guarantees and any other required
documents, must, in any case, be transmitted to and received by the exchange
agent at the address set forth below under "-- Exchange Agent" on or prior to
the expiration date or pursuant to the guaranteed delivery procedures described
below. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.

GUARANTEED DELIVERY PROCEDURES

If you are a registered holder and wish to tender your unregistered notes
and (a) your unregistered notes are not immediately available or (b) you cannot
deliver your unregistered notes, the letter of transmittal or any other required
documents to the exchange agent prior to the expiration date, or (c) the
procedures for book-entry transfer cannot be completed on a timely basis and an
agent's message delivered, you may effect a tender if:

(1) you tender through an eligible institution;

(2) prior to the expiration date, the exchange agent receives from the
eligible institution a properly completed and duly executed notice of
guaranteed delivery substantially in the form provided by us, by facsimile
transmission, mail or hand delivery, containing your name and address, the
certificate numbers of your unregistered notes and the principal amount of
unregistered notes tendered, stating that the tender is being made thereby
and guaranteeing that, within three business days after the date of the
notice of guaranteed delivery, the letter of transmittal or a facsimile,
together with the certificates representing the unregistered notes in
proper form for transfer or a book-entry confirmation, as the case may be,
and any other documents required by the letter of transmittal, will be
deposited by the eligible institution with the exchange agent; and

(3) a properly executed letter of transmittal or facsimile thereof, as
well as the certificates representing all tendered unregistered notes in
proper form for transfer and all other documents required by the letter of
transmittal are received by the exchange agent within three business days
after the date of the notice of guaranteed delivery.

Under the registration rights agreement, a "business day" is any day other
than a Saturday or Sunday or day on which banking institutions in the City of
New York are authorized or required by law or executive order to remain closed.

WITHDRAWAL OF TENDERS

Except as otherwise provided herein, you may withdraw tenders of
unregistered notes at any time prior to 5:00 p.m. on the expiration date.

To withdraw a tender of unregistered notes in the exchange offer, you must
send a written or facsimile transmission notice of withdrawal to the exchange
agent at its proper address prior to the expiration date. Any notice of
withdrawal must:

(1) specify the name of the person having tendered the unregistered
notes to be withdrawn;

(2) identify the unregistered notes to be withdrawn, including the
certificate number or numbers and principal amount of the unregistered
notes;

(3) be signed by the person having tendered the unregistered notes to
be withdrawn in the same manner as the original signature on the letter of
transmittal by which these unregistered notes were tendered, including any
required signature guarantees, or be accompanied by documents of transfer
sufficient to permit the trustee with respect to the unregistered notes to
register the transfer of these unregistered notes into the name of the
person having made the original tender and withdrawing the tender;

(4) specify the name in which these unregistered notes are to be
registered, if different from that of the person having tendered the
unregistered notes to be withdrawn; and

(5) if applicable because the unregistered notes have been tendered
under the book-entry procedures, specify the name and number of the
participant's account at DTC to be credited, if different than that of the
person having tendered the unregistered notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of
receipt, of withdrawal notices will be determined by us in our sole discretion.
Our determination will be final and binding on all parties. Any unregistered
notes so withdrawn will be deemed not to have been validly tendered for purposes
of the exchange offer and no exchange notes will be issued unless the
unregistered notes so withdrawn are validly retendered. Properly withdrawn
unregistered notes may be retendered by following one of the procedures
described above under "Procedures for Tendering" at any time prior to the
expiration date.

CONDITIONS

Notwithstanding any other term of the exchange offer, we shall not be
required to accept for exchange, or exchange the exchange notes for, any
unregistered notes, and may terminate or amend the exchange offer as provided in
this prospectus before the acceptance of such unregistered notes, if the
exchange offer violates applicable law, rules or regulations or an applicable
interpretation of the staff of the Securities and Exchange Commission.

If we determine in our sole discretion that any of these conditions are not
satisfied, we may:

(1) refuse to accept any unregistered notes and return all tendered
unregistered notes to the tendering holders;

(2) extend the exchange offer and retain all unregistered notes
tendered prior to the expiration of the exchange offer, subject, however,
to the rights of holders to withdraw such unregistered notes; or

(3) waive such unsatisfied conditions with respect to the exchange
offer and accept all properly tendered unregistered notes that have not
been withdrawn.

If our waiver constitutes a material change to the exchange offer, we will
promptly disclose our waiver by means of a prospectus supplement or
post-effective amendment that will be distributed to the registered holders of
the unregistered notes, and we will extend the exchange offer for a period of
five to ten business days, depending upon the significance of the waiver and the
manner of disclosure to the registered holders, if the exchange offer would
otherwise expire during that period.

TERMINATION OF SPECIFIC RIGHTS

All rights under the registration rights agreement, including registration
rights, of holders of the unregistered notes eligible to participate in the
exchange offer will terminate upon consummation of the exchange offer except
with respect to our continuing obligations to:

(1) indemnify holders and specific parties related to the holders
against specific liabilities, including liabilities under the Securities
Act;

(2) provide, upon the request of any holder of a transfer-restricted
unregistered note, the information required by Rule 144A(d) (4) under the
Securities Act in order to permit resales of the holder's unregistered
notes pursuant to Rule 144A;

(3) provide copies of the latest version of the prospectus to
broker-dealers upon their request for a period of up to one year after the
expiration date; and

(4) use our best efforts, under specific circumstances, to file a
shelf registration statement and keep the registration statement effective
to the extent necessary to ensure that it is available for resales of
transfer-restricted unregistered notes by broker-dealers for a period of up
to two years.

ADDITIONAL INTEREST

The registration rights agreement provides that additional interest
("additional interest") will be payable with respect to the unregistered notes
as follows:

(1) if neither an exchange offer registration statement nor a shelf
registration statement is declared effective within 180 days following
April 11, 2003, the closing date, then beginning on the 181st day after the
closing date, in addition to the interest otherwise payable on the
unregistered notes, additional interest will accrue and be payable on the
unregistered notes at the rate of 0.50% per annum; or

(2) if either:

(a) we have not exchanged exchange notes for all unregistered notes
validly tendered and not withdrawn in accordance with the terms of the
exchange offer on or prior to the date that is 45 days after the
effectiveness deadline, or

(b) if applicable, the shelf registration statement is declared
effective but the shelf registration statement ceases to be effective at
any time prior to the expiration of the holding period referred to in
Rule 144(k) under the Securities Act or, if earlier, such time as all
notes covered by the shelf registration statement have been sold
pursuant to the shelf registration statement or become eligible for sale
pursuant to Rule 144(k) under the Securities Act or cease to be
outstanding, then, in addition to the interest otherwise payable on the
unregistered notes, additional interest will accrue and be payable on
the unregistered notes at the rate of 0.50% per annum from and including
(x) the day (whether or not a business day) immediately following the
45th day after the effectiveness deadline, in the case of subclause (a)
above, or (y) the day the shelf registration statement ceases to be
effective, in the case of subclause (b) above.

Notwithstanding the foregoing, the additional interest rate on the
unregistered notes may never exceed 0.50% per annum. In addition, additional
interest will cease to accrue:

- upon the effectiveness of this exchange offer registration statement or
shelf registration statement; or

- upon the exchange of exchange notes for all unregistered notes validly
tendered and not withdrawn in the exchange offer or upon the
effectiveness of the shelf registration statement that had ceased to
remain effective prior to the expiration of the holding period referred
to in Rule 144(k) or, if earlier, such time as all unregistered notes
covered by the shelf registration statement have been sold pursuant to
the shelf registration statement or become eligible for sale pursuant to
Rule 144(k) under the Securities Act or cease to be outstanding (in the
case of clause (2) above).

Any amounts of additional interest due pursuant to clause (1) or (2) of the
preceding paragraph will be payable in cash and will be payable on the same
dates on which interest is otherwise payable on the unregistered notes and to
the same persons who are entitled to receive those payments of interest on the
unregistered notes. The amount of additional interest payable for any period
will be determined by multiplying the additional interest rate, which will be
0.50% per annum, by the principal amount of unregistered notes and then
multiplying that product by a fraction, the numerator of which is the number of
days that the additional interest rate was applicable during that period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

If we effect the exchange offer, we will be entitled to close that offer as
long as we have accepted all notes validly tendered and not withdrawn in
accordance with the terms of the exchange offer. Unregistered notes not tendered
in the exchange offer will bear interest at the same rate in effect at the time
of issuance of such notes and, after consummation of the exchange offer, will
not be entitled to additional interest.

EXCHANGE AGENT

We have appointed Deutsche Bank Trust Company Americas, formerly known as
Bankers Trust Company, as exchange agent for the exchange offer. You should
direct all questions and requests for

assistance, requests for additional copies of this prospectus or of the letter
of transmittal and requests for notice of guaranteed delivery to the exchange
agent as follows:

By Hand:
Deutsche Bank Trust Company Americas
C/O The Depository Trust Clearing Corporation
55 Water Street, 1st floor
Jeanette Park Entrance
New York, NY 10041

By Mail:
DB Services Tennessee, Inc.
Reorganization Unit
P.O. Box 292737
Nashville, TN 37229-2737

Fax: (615) 835-3701

Information (800) 735-7777

FEES AND EXPENSES

We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by
telegraph, telephone or in person by our and our affiliates' officers and
regular employees.

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will pay the exchange agent reasonable and
customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection with the exchange offer.

We will pay the cash expenses to be incurred in connection with the
exchange offer. Such expenses include registration fees, fees and expenses of
the exchange agent and the trustee, accounting and legal fees and printing
costs, among others.

We will pay all transfer taxes, if any, applicable to the exchange of
unregistered notes pursuant to the exchange offer. If, however, transfer taxes
are imposed for any reason other than the exchange of the unregistered notes
pursuant to the exchange offer, then the amount of any such transfer taxes,
whether imposed on the registered holder or any other persons, will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with the letter of transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.

ACCOUNTING TREATMENT

For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. The expenses of the exchange offer will be amortized over
the term of the exchange notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

The unregistered notes that are not exchanged for exchange notes in the
exchange offer will remain restricted securities. Accordingly, those
unregistered notes may be resold only as follows:

(1) to us;

(2) in a sale exempt from the registration requirements of the
Securities Act, such as

- so long as the unregistered notes are eligible for resale pursuant
to Rule 144A, to a person whom the seller reasonably believes is a
qualified institutional buyer within the meaning of Rule 144A under
the Securities Act in a transaction meeting the requirements of
Rule 144A;

- in accordance with Rule 144 under the Securities Act;

- outside the United States to a foreign person in a transaction
meeting the requirements of Rule 904 of Regulation S under the
Securities Act; or

- pursuant to another exemption from the registration requirements of
the Securities Act;

in each case providing us with such certifications and legal opinions
as we may subsequently require; or

(3) pursuant to an effective registration statement under the
Securities Act.

Unregistered notes not tendered will continue to accrue interest. Following
the exchange offer, however, holders of unregistered notes will not be entitled
to any registration rights or additional interest under the registration rights
agreement.

DESCRIPTION OF EXCHANGE NOTES

GENERAL

The following is a description of the terms of the 5.75% notes due 2010
offered in exchange for our unregistered notes of the same maturities and
interest rates. The form and terms of the exchange notes are the same as the
form and terms of the unregistered notes, except that the exchange notes have
been registered under the Securities Act, will not bear legends restricting the
transfer of the notes and will not be entitled to registration rights under our
registration rights agreement. As used in this section, the term "note" and
"notes" refer to the exchange notes.

The notes are a series of debt securities to be issued pursuant to an
Indenture between us, Sun Communities, and Deutsche Bank Trust Company Americas,
formerly known as Bankers Trust Company, as trustee (the "Trustee"), dated April
24, 1996 and supplemented August 20, 1997. The terms of the notes include those
provisions contained in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. The notes are subject
to all those terms, and holders of notes are referred to the Indenture and the
Trust Indenture Act for a statement of the terms. The following summary of
specified provisions of the Indenture does not purport to be complete and is
subject to and qualified in its entirety by reference to the Indenture,
including the definitions therein of some of the terms used below. Except as
otherwise indicated, section references are to sections of the Indenture.
Capitalized terms not defined where first used are defined below under the
heading "Definitions."

The notes will be issued only in fully registered book-entry form without
coupons, in denominations of $1,000 and integral multiples of $1,000, except
under the limited circumstances described below under "Form and Registration."

The notes will be our direct, unsecured recourse obligations and will rank
equally with all our other unsecured indebtedness from time to time outstanding.
The notes will be effectively subordinated to the claims of lenders holding our
secured indebtedness. As of March 31, 2003, on an as adjusted basis, the
aggregate principal amount of secured indebtedness was approximately $263.0
million. Subject to specified limitations in the Indenture, and as described
below under "Certain Covenants," the Indenture will permit us to incur
additional secured and unsecured indebtedness.

The notes will mature on April 15, 2010 (the "Maturity Date"). The notes
will not be subject to any sinking fund provisions and will not be convertible
into or exchangeable for any of our equity interests.

The Company may from time to time, without the consent of the existing
holders, create and issue further notes having the same terms and conditions as
the relevant series of notes being offered hereby in all respects, except for
the issue date, issue price and, if applicable, the first payment of interest
thereon. Additional notes in this manner will be consolidated with, and will
form a single series with, the relevant series of the previously outstanding
notes.

Except as described below under "Certain Covenants -- Limitation of
Incurrence of Debt" and "-- Merger, Consolidation or Sale," the Indenture does
not contain any provisions that would limit our ability to incur indebtedness or
that would afford holders of the notes protection in the event of:

(1) a highly leveraged or similar transaction involving us or any of
our affiliates;

(2) a change of control; or

(3) a reorganization, restructuring, merger or similar transaction
involving us that may adversely affect the holders of the notes.

Restrictions on the ownership and transfer of the shares of common stock of Sun
Communities designed to preserve its status as a REIT, however, may act to
prevent or hinder a change of control.

PRINCIPAL AND INTEREST

The notes will bear interest at 5.75% per year from April 11, 2003 or from
the immediately preceding Interest Payment Date to which interest has been paid,
payable semi-annually in arrears on each April 15 and October 15, commencing
October 15, 2003 (each, an "Interest Payment Date"), and on the applicable
Maturity Date, to the persons (the "Holders") in whose names the applicable
notes are registered in the Security Register applicable to the notes at the
close of business 15 calendar days prior to the payment date (each, a "Regular
Record Date"), regardless of whether that day is a Business Day. Interest on the
notes will be computed on the basis of a 360-day year of twelve 30-day months.

Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to notes ("Defaulted Interest") will forthwith cease
to be payable to the Holder on the applicable regular record date and may either
be paid to the person in whose name that note is registered at the close of
business on a special record date (the "Special Record Date") for the payment of
the Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to the Holder of that note not less than ten days prior to the Special Record
Date, or may be paid at any time in any other lawful manner, all as more
completely described in the Indenture (Section 307).

The principal of each note payable on its Maturity Date will be paid
against presentation and surrender of the note at the corporate trust office of
the Trustee, located initially at 280 Park Avenue, 9th Floor, New York, New York
10017, Re: Sun Communities Operating Limited Partnership in the coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

If any Interest Payment Date or a Maturity Date falls on a day that is not
a Business Day, the required payment will be made on the next Business Day as if
it were made on the date the payment was due and no interest will accrue on the
amount so payable for the period from and after that Interest Payment Date or
Maturity Date, as the case may be. "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions in New York City are authorized or required by law, regulation or
executive order to close.

OPTIONAL REDEMPTION

The notes may be redeemed at any time at our option, in whole or from time
to time in part, at a redemption price equal to the sum of:

(1) the principal amount of the notes being redeemed plus accrued
interest thereon to the redemption date; and

(2) the Make-Whole Amount, as defined below, if any, with respect to
the notes (the "Redemption Price").

If notice of redemption has been given as provided in the Indenture and
funds for the redemption of any notes called for redemption have been made
available on the redemption date referred to in the notice, the notes will cease
to bear interest on the date fixed for the redemption specified in the notice
and the only right of the Holders of the notes from and after the redemption
date will be to receive payment of the Redemption Price upon surrender of the
notes in accordance with the notice.

Notice of any optional redemption of any notes will be given to Holders at
their addresses, as shown in the security register for the notes, not more than
60 nor less than 30 days prior to the date fixed for redemption. The notice of
redemption will specify, among other items, the Redemption Price and principal
amount of the notes held by the Holder to be redeemed.

If all or less than all of the notes are to be redeemed at our option, we
will notify the Trustee at least 45 days prior to giving notice of redemption,
or a shorter period as may be satisfactory to the Trustee, of the aggregate
principal amount of notes to be redeemed, if less than all of the notes are to
be redeemed, and their redemption date. The Trustee will select, in the manner
it deems fair and appropriate, no less than 60 days prior to the date of
redemption, the notes to be redeemed in whole or in part.

Neither we nor the Trustee will be required to:

(1) issue, register the transfer of or exchange notes during a period
beginning at the opening of business 15 days before any selection of notes
to be redeemed and ending at the close of business on the day of mailing of
the relevant notice of redemption;

(2) register the transfer of or exchange any note, or portion thereof,
called for redemption, except the unredeemed portion of any note being
redeemed in part; or

(3) issue, register the transfer of or exchange any note that has been
surrendered for repayment at the option of the Holder, except the portion,
if any, of the note not to be so repaid (Section 305).

As used herein:

"Make-Whole Amount" means, as determined by a Quotation Agent (as defined
below) in connection with any optional redemption of any notes, the excess, if
any, of:

(1) the aggregate present value as of the date of redemption of each
dollar of principal being redeemed and the amount of interest, exclusive of
interest accrued to the date of redemption, that would have been payable in
respect of each dollar if the redemption had not been made, determined by
discounting, on a semi-annual basis, the principal and interest at the
Adjusted Treasury Rate (as defined below) plus 25 basis points, determined
on the third business day preceding the date notice of the redemption is
given, from the respective dates on which the principal and interest would
have been payable if the redemption had not been made, to the date of
redemption; over

(2) the aggregate principal amount of the notes being redeemed.

"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such notes.

"Quotation Agent" means the Reference Treasury Dealer appointed by the
trustee after consultation with us.

"Reference Treasury Dealer" means (1) Lehman Brothers Inc. and A.G. Edwards
& Sons, Inc. and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we shall substitute therefor
another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer
selected by the trustee after consultation with us.

"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (2) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

CERTAIN COVENANTS

The Indenture contains the following covenants:

Limitation of Incurrence of Debt. We may not incur any Debt (as defined
below) if, immediately after giving effect to the incurrence of such Debt, the
aggregate principal amount of all of our outstanding Debt is greater than 55% of
the sum of (i) our Total Assets (as defined below) as of the end of the calendar
quarter prior to the incurrence of such additional Debt and (ii) the purchase
price of all real estate assets acquired by us since the end of such calendar
quarter, including those obtained in connection with the incurrence of such Debt
(Section 1004(a) of the Indenture).

In addition, we may not incur any Debt if the ratio of Consolidated Income
Available for Debt Service to the Maximum Annual Service Charge (in each case
defined below) for the four consecutive fiscal quarters most recently ended
prior to the date such additional Debt is to be incurred shall have been less
than 1.5 to 1 on a pro forma basis after giving effect thereto and the
application of proceeds therefrom (Section 1004(b) of the Indenture).

Further, we will not incur any Secured Debt if, immediately after giving
effect to the incurrence of that Debt, the aggregate principal amount of all of
our outstanding Secured Debt on a consolidated basis is greater than 35% of the
sum of (i) our Total Assets as of the end of the most recent calendar quarter
prior to the incurrence of such additional Debt and (ii) the purchase price of
any real estate assets acquired by us after the end of that calendar quarter,
including those obtained in connection with incurrence of such additional Debt
(Section 1004(c) of the Indenture).

Restrictions on Distributions. We may not, with respect to any partnership
interest in us,

- declare or pay any distributions (other than distributions payable in
securities evidencing interests in our capital, except for distributions
in Disqualified Stock, for the purpose of acquiring interests in real
property or otherwise) thereon;

- apply any of our property or assets to the purchase, redemption or other
acquisition or retirement thereof;

- set apart any sum for the purchase, redemption or other acquisition or
retirement thereof; or

- make any other distribution thereon if,

immediately after such declaration or other action referred to above, the
aggregate of all such declarations and other actions since the date on which the
Indenture was originally executed exceeds the sum of (a) the cumulative Funds
from Operations from December 15, 1993 until the end of the calendar quarter
covered in our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Securities and Exchange Commission
(or, if such filing is not permitted under the Securities Exchange Act of 1934
(the "Exchange Act"), with the Trustee) prior to such declaration or other
action and (b) $5 million; provided, however, that the foregoing limitation
shall not apply to any declaration or other action referred to above which is
necessary to maintain Sun Communities' status as a REIT under the Internal
Revenue Code, if the aggregate principal amount of all of our outstanding Debt
at such time is less than 55% of our Total Assets as of the end of the calendar
quarter covered in our Annual Report on Form 10-K or Quarterly Report on Form
10-Q, as the case may be, most recently filed with the Securities and Exchange
Commission (or, if such filing is not permitted under the Exchange Act, with the
Trustee) prior to such declaration or other action (Section 1005 of the
Indenture).

Notwithstanding the provisions described in the immediately preceding
paragraph, we will not be prohibited from making the payment of any distribution
within 30 days after the declaration thereof if, at the date of declaration,
such payment would have complied with those provisions (Section 1005 of the
Indenture).

Provision of Financial Information. Whether or not we are subject to
Section 13 or 15(d) of the Exchange Act, we must, to the extent permitted under
the Exchange Act, file with the Securities and Exchange Commission the annual
reports, quarterly reports and other documents which we would have been
62

required to file with the Securities and Exchange Commission pursuant to such
Section 13 or 15(d) (the "Financial Statements") if we were so subject. We will
file such documents with the Securities and Exchange Commission on or prior to
the respective dates (the "Required Filing Dates") by which we would have been
required so to file such documents. We will also in any event:

- within 15 days after each Required Filing Date, transmit by mail to all
holders of notes, as their names and addresses appear in our security
register, without cost to such holders, copies of the annual reports and
quarterly reports which we would have been required to file with the
Securities and Exchange Commission pursuant to Section 13 or 15 (d) of
the Exchange Act if we were subject to such sections;

- within 15 days after each Required Filing Date, file with the Trustee
copies of the annual reports, quarterly reports and other documents which
we would have been required to file with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Exchange Act if we were
subject to such sections; and

- if filing such documents by us with the Securities and Exchange
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery,
supply copies of such documents to any prospective holder of the notes
(Section 1010 of the Indenture).

Maintenance of Unencumbered Real Estate Assets. We must maintain an
Unencumbered Real Estate Asset Value of not less than 150% of the aggregate
principal amount of all of our outstanding unsecured Debt (Section 1011 of the
Indenture).

Unsecured Indebtedness. Any of our subsidiaries in which both (a) Sun
Communities or any subsidiary of Sun Communities (other than us) and (b) us or
any of our subsidiaries are partners, shareholders, or members shall not be
permitted by us to incur any unsecured Debt (Section 1012 of the Indenture).

Merger, Consolidation or Sale. We may consolidate with, or sell, lease or
convey all or substantially all of our assets to, or merge with or into any
other entity, provided that in any case:

(1) either we will be the continuing entity, or the successor entity
will be an entity organized and existing under the laws of the United
States or a State thereof and the successor entity will expressly assume
the due and punctual payment of the principal of, and premium or Make-Whole
Amount, if any, and any interest on all of the notes, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of the Indenture to be performed by us by
supplemental Indenture, complying with the provisions of the Indenture
relating to supplemental indentures, satisfactory to the Trustee, executed
and delivered to the Trustee by that entity;

(2) immediately after giving effect to the transaction and treating
any indebtedness which becomes an obligation of ours or any subsidiary of
ours as a result thereof as having been incurred by us or one of our
subsidiaries at the time of the transaction, no Event of Default, and no
event which, after notice or the lapse of time, or both, would become an
Event of Default, will have occurred and be continuing; and

(3) an officer's certificate and legal opinion covering these
conditions will be delivered to the Trustee (Sections 801 and 803).

Existence. Except as described under "Merger, Consolidation or Sale,"
above, we will do or cause to be done all things necessary to preserve and keep
in full force and effect our existence, rights, by partnership agreement and
statute, and franchises; provided, however, that we will not be required to
preserve any right or franchise if we determine that the preservation thereof is
no longer desirable in the conduct of our business and that the loss thereof is
not disadvantageous in any material respect to the Holders of the notes (Section
1006).

Maintenance of Properties. We will cause all of our material properties
used or useful in the conduct of our business or the business of any subsidiary
to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
our judgment may be necessary so that the

business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that we and our subsidiaries will not
be prevented from selling or otherwise disposing of our properties for value in
the ordinary course of business (Section 1007).

Insurance. We will, and will cause each of our subsidiaries to, keep in
force upon all of our insurable properties insurance policies carried with
financially sound and reputable companies in an amount at least equal to the
then full insurable value of the properties (Section 1008).

Payment of Taxes and Other Claims. We will pay or discharge or cause to be
paid or discharged, before the same become delinquent:

(1) all taxes, assessments and governmental charges levied or imposed
upon us or any subsidiary or upon our income, profits or property or upon
any subsidiary's income, profits or property; and

(2) all lawful claims for labor, materials and supplies which, if
unpaid, might by law become a lien upon our property or the property of any
subsidiary;

provided, however, that we will not be required to pay or discharge or cause to
be paid or discharged any tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings (Section 1009).

Definitions. As used herein,

"Consolidated Income Available for Debt Service" for any period means our
Consolidated Net Income:

- plus amounts which have been deducted for:

- interest on our Debt;

- provision for taxes based on our income;

- amortization of debt discount; and

- depreciation and amortization; and

- adjusted, as appropriate, for

- the effect of any non-cash charge resulting from a change in accounting
principles in determining Consolidated Net Income for such period; and

- the effect of equity in net income or loss of joint ventures in which we
own an interest to the extent not providing a source of, or requiring a
use of, cash, respectively.

"Consolidated Net Income" for any period means the amount of our net income
(or loss) for such period determined on a consolidated basis in accordance with
generally accepted accounting principles.

"Debt" means any indebtedness of us, whether or not contingent, in respect
of:

(1) borrowed money or evidenced by bonds, notes, debentures or similar
instruments;

(2) indebtedness secured by any mortgage, pledge, lien, charge,
encumbrance or any security interest existing on property owned by us;

(3) letters of credit or amounts representing the balance deferred and
unpaid of the purchase price of any property except any such balance that
constitutes an accrued expense or trade payable;

(4) the principal amount of all obligations of us with respect to
redemption, repayment or other repurchase of any Disqualified Stock; or

(5) any lease of property by us as lessee which is reflected on our
consolidated balance sheet as a capitalized lease in accordance with
generally accepted accounting principles, in the case of items of
indebtedness under (1) through (3) above to the extent that any such items
(other than letters of credit) would appear as a liability on our
consolidated balance sheet in accordance with generally accepted accounting
principles, and also includes, to the extent not otherwise included, any
obligation by us to be
64

liable for, or to pay, as obligor, guarantor or otherwise (other than for
purposes of collection in the ordinary course of business), indebtedness of
another person (other than us).

"Disqualified Stock" means, with respect to any person, any capital stock
or partnership interest of such person which by the terms of such capital stock
or partnership interest (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable), upon the occurrence
of any event or otherwise:

- matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise;

- is convertible into or exchangeable or exercisable for Debt or
Disqualified Stock; or

- is redeemable at the option of the holder thereof, in whole or in part,
in each case on or prior to the maturity of the relevant series of notes.

"Funds from Operations" for any period means our Consolidated Net Income
for such period excluding gains (or losses) from debt restructuring, and sales
of property, plus depreciation and amortization (other than that related to
corporate office assets or deferred financing costs), all determined on a
consistent basis for such period in accordance with generally accepted
accounting principles.

"Maximum Annual Service Charge" for any period means the amount payable
(including, if determined on a pro-forma basis, the maximum amount which may
become payable) in any period of 12 consecutive calendar months for interest on,
and required amortization of, Debt. The amount payable for amortization will
include the amount of any sinking fund or other analogous fund for the
retirement of Debt and the amount payable on account of principal on any such
Debt which matures serially other than at the final maturity date of such Debt.

"Secured Debt" means Debt of the Company or any subsidiary that is secured
by any mortgage, pledge, lien, charge, encumbrance or any security interest
existing on property owned by the Company or any subsidiary.

"Total Assets" as of any date means the sum of (a) our Undepreciated Real
Estate Assets; and (b) all of our other assets determined on a consolidated
basis in accordance with generally accepted accounting principles (but excluding
intangibles and accounts receivable).

"Undepreciated Real Estate Assets" as of any date means the amount of our
real estate assets on such date, before depreciation and amortization and
determined on a consolidated basis in accordance with generally accepted
accounting principles.

"Unencumbered Real Estate Asset Value" as of any date means the sum of (a)
our Undepreciated Real Estate Assets as of the end of the latest calendar
quarter covered in our Annual Report on Form 10-K or Quarterly Report on Form
10-Q, as the case may be, most recently filed with the Securities and Exchange
Commission (or, if that filing is not required under the Exchange Act, with the
Trustee) prior to such date which Undepreciated Real Estate Assets are not
encumbered by any mortgage, lien, charge, pledge, or security interest and (b)
the purchase price of any real estate assets that are not encumbered by any
mortgage, lien, charge, pledge, or security interest and were acquired by us
since the end of such calendar quarter.

Compliance with the covenants described herein and such additional
covenants with respect to the notes generally may not be waived by the Board of
Directors of our general partner, or by the Trustee unless the holders of at
least a majority in principal amount of all outstanding notes consent to such
waiver (Section 1015); provided, however, that the defeasance and covenant
defeasance provisions of the Indenture described under "Discharge, Defeasance
and Covenant Defeasance" below, will apply to the notes, including with respect
to the covenants described in this prospectus.

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

We will be permitted under the Indenture to discharge specific obligations
to the holders of the notes that have not already been delivered to the Trustee
for cancellation by irrevocably depositing with the Trustee, in trust, funds in
the currency in which the notes are payable in an amount sufficient to pay the
entire
65

indebtedness on the notes in respect of principal, and premium or Make-Whole
Amount, if any, and interest to the date of the deposit, if the notes have
become due and payable, or to the stated Maturity Date or redemption date, as
the case may be.

The Indenture also provides that we may elect either

(a) to defease and be discharged from any and all obligations with
respect to the notes other than the obligations to register the transfer or
exchange of the notes, to replace temporary or mutilated, destroyed, lost
or stolen notes, to maintain an office or agency in respect of the notes
and to hold moneys for payment in trust ("defeasance") (Section 1402); or

(b) to be released from our obligations with respect to the notes
under specified sections of Article Ten of the Indenture relating to
limitations on the incurrence of Debt, restrictions on distributions, our
existence, maintenance of our properties, insurance, payment of taxes and
other claims, provision of financial information, maintenance of
unencumbered real estate assets and the incurrence of unsecured
indebtedness by certain. subsidiaries and any omission to comply with these
obligations shall not constitute an Event of Default with respect to the
notes ("covenant defeasance") (Section 1403);

in either case upon the irrevocable deposit by us with the Trustee, in trust, of
an amount, in the currency in which the notes are payable at stated maturity, or
Government Obligations, or both, applicable to the notes which through the
scheduled payment of principal and interest in accordance with their terms will
provide money in an amount sufficient without reinvestment to pay the principal
of, and premium or Make-Whole Amount, if any, and interest on the notes or
analogous payments thereon, on the scheduled due dates therefor.

A trust may only be established if, among other things, we have delivered
to the Trustee an opinion of counsel, as specified in the Indenture, to the
effect that the Holders of the notes will not recognize income, gain or loss for
federal income tax purposes as a result of the defeasance or covenant defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the defeasance or
covenant defeasance had not occurred, and the opinion of counsel, in the case of
defeasance, will be required to refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the Indenture (Section 1404).

"Government Obligations" means securities that are:

(1) direct obligations of the United States of America or the
government which issued the foreign currency in which the notes are
payable, for the payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America or such
government which issued the foreign currency in which the notes are
payable, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America or such other
government;

which, in either case, are not callable or redeemable at the option of the
issuer thereof, and will also include a depositary receipt issued by a bank or
trust company as custodian with respect to any Government Obligation or a
specific payment of interest on or principal of any Government Obligation held
by the custodian for the account of the holder of a depositary receipt, provided
that, except as required by law, the custodian is not authorized to make any
deduction from the amount payable to the holder of the depositary receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by the depositary receipt. (If we effect covenant defeasance with
respect to any notes and these notes are declared due and payable because of the
occurrence of any Event of Default other than the Event of Default described in
clause (3) under "Events of Default, Notice and Waiver" with respect to
specified sections of Article Ten of the Indenture, which sections would no
longer be applicable to the notes as a result of the covenant defeasance, the
amount in the currency in which the notes are payable, and Government
Obligations on deposit with the Trustee, will be sufficient to pay amounts due
on the notes at the time of their stated maturity but may not be sufficient to
pay amounts due on the notes at the time of the acceleration resulting from the
Default. We would remain liable, however, to make payment of the amounts due at
the time of acceleration.)

EVENTS OF DEFAULT, NOTICE AND WAIVER

The term "Event of Default," when used in the Indenture, means any one of
the following events, whatever the reason for the Event of Default and whether
or not it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body:

(1) default in the payment of any interest upon the notes when the
interest becomes due and payable, and continuance of the default for a
period of 30 days;

(2) default in the payment of the principal of, or premium or
Make-Whole Amount, if any, on, any note when it becomes due and payable at
its Maturity Date or by declaration of acceleration, notice of redemption,
notice of option to elect repayment or otherwise;

(3) default in the performance, or breach, of any of our covenants or
warranties in the Indenture with respect to any note, other than a covenant
or warranty a default in whose performance or whose breach is elsewhere in
the relevant section of the Indenture specifically dealt with, and
continuance of the default or breach for a period of 60 days after there
has been given, by registered or certified mail, to us by the Trustee, or
to us and the Trustee by the Holders of at least 25% in principal amount of
the notes, a written notice specifying the default or breach and requiring
it to be remedied and stating that the notice is a "Notice of Default"
under the Indenture;

(4) a default under any bond, debenture, note or other evidence of
indebtedness of ours, or under any mortgage, indenture or other instrument
of ours under which there may be issued or by which there may be secured
any of our or our Subsidiaries' indebtedness, the repayment of which we
have guaranteed or for which we are directly responsible or liable as
obligor or guarantor on a full recourse basis, whether the indebtedness now
exists or is hereafter created, which default constitutes a failure to pay
an aggregate principal amount exceeding $10 million of the indebtedness
when due and payable after the expiration of any applicable grace period
with respect thereto and has resulted in the indebtedness in an aggregate
principal amount exceeding $10 million becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, without the indebtedness having been discharged, or the
acceleration having been rescinded or annulled, within a period of 10 days
after there has been given, by registered or certified mail, to us by the
Trustee, or to us and the Trustee by the Holders of at least 10% in
principal amount of the outstanding notes, a written notice specifying the
default and requiring us to cause the indebtedness to be discharged or
cause the acceleration to be rescinded or annulled and stating that the
notice is a "Notice of Default" under the Indenture; or

(5) specific events of bankruptcy, insolvency or reorganization
(Section 501).

If an Event of Default under the Indenture with respect to the notes at the
time outstanding occurs and is continuing, other than Events of Default arising
in connection with specific events of bankruptcy, insolvency or reorganization
(in which case acceleration is automatic), then in every such case the Trustee
or the Holders of not less than 25% of the principal amount of the outstanding
notes may declare the principal amount and premium or Make-Whole Amount, if any,
and accrued interest on all the notes to be due and payable immediately by
written notice thereof to us, and to the Trustee if given by the Holders.
However, at any time after a declaration of acceleration with respect to the
notes has been made, but before a judgment or decree for payment of the money
due has been obtained by the Trustee, the Holders of not less than a majority in
principal amount of the outstanding notes may, by written notice to us and the
Trustee, rescind and annul the declaration and its consequences if:

(a) we have deposited with the Trustee all required payments of the
principal of, and premium or Make-Whole Amount, if any, and interest on the
notes, plus specified fees, expenses, disbursements and advances of the
Trustee; and

(b) all Events of Default with respect to the notes, other than the
non-payment of principal of, or premium or Make-Whole Amount, if any, or
interest on the notes which has become due solely by the declaration of
acceleration, have been cured or waived as provided in the Indenture
(Section 502).

The Holders of not less than a majority in principal amount of the notes of
any series may waive any past default with respect to such series and its
consequences, except a default:

(1) in the payment of the principal of, or premium, if any, or
interest payable on any note of that series; or

(2) in respect of a covenant or provision contained in the Indenture
that cannot be modified or amended without the consent of the Holder of
each note of the affected series (Section 513).

The Trustee will be required to give notice to the Holders of the notes
within 90 days of the occurrence of a default under the Indenture unless the
default has been cured or waived; provided, however, that the Trustee may
withhold notice to the Holders of the notes of any default, except a default in
the payment of the principal of, or premium or Make-Whole Amount, if any, or
interest on the notes, if and so long as specified responsible officers of the
Trustee determine in good faith that the withholding of the notice is in the
interest of the Holders; provided, that in the case of any default or breach of
a covenant or warranty under the Indenture as described in clause (3) of the
first paragraph of this section "Events of Default, Notice and Waiver," no
notice to Holders will be given until at least 60 days after the occurrence
thereof. For purposes of this paragraph, the term "default" means any event
which is, or after notice or lapse of time or both, would become, an Event of
Default under the Indenture with respect to the notes (Section 601).

The Indenture provides that no Holder of notes may institute any
proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any remedy thereunder, except in
the case of failure of the Trustee, for 60 days, to act after it has received a
written request to institute proceedings in respect of an Event of Default from
the Holders of not less than 25% in principal amount of the outstanding notes of
either series, as well as an offer of indemnity reasonably satisfactory to it
(Section 507). This provision will not prevent, however, any Holder of notes
from instituting suit for the payment of the principal of, and premium or
Make-Whole Amount, if any, and interest on the notes on the respective due dates
thereof (Section 508).

Subject to provisions in the Indenture relating to its duties in case of
default, the Trustee is under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any Holders of either
series of notes then outstanding under the Indenture, unless the Holders have
offered to the Trustee reasonable security or indemnity (Section 602). The
Holders of not less than a majority in principal amount of the outstanding notes
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred upon the Trustee. However, the Trustee may refuse to follow any
direction which is in conflict with any law or the Indenture, which may involve
the Trustee in personal liability or which may be unduly prejudicial to the
Holders of notes not joining therein and the Trustee may take any other action
it deems proper not inconsistent with the direction given (Section 512).

Within 120 days after the close of each fiscal year, we will be required to
deliver to the Trustee a certificate, signed by one of several of our specified
officers, stating whether or not the officer has knowledge of any default under
the Indenture and, if so, specifying each default and the nature and status
thereof (Section 1013).

MODIFICATION OF THE INDENTURE

Modifications and amendments of the Indenture may be made only with the
consent of the Holders of not less than a majority in principal amount of each
series affected by the modification or amendment; provided, however, that no
such modification or amendment may, without the consent of the Holder of each
note affected thereby:

(a) change the stated maturity of the principal of, or premium or
Make-Whole Amount, if any, on, or any installment of interest on, any note;

(b) reduce the principal amount of, or the rate or amount of interest
on, or any premium payable on redemption of the notes, or adversely affect
any right of repayment of the Holder of any notes;

(c) change the place of payment, or the coin or currency, for payment
of principal or premium, if any, or interest on the notes;

(d) impair the right to institute suit for the enforcement of any
payment on or with respect to the notes on or after the stated maturity of
any note;

(e) reduce the above-stated percentage in principal amount of
outstanding notes the consent of whose Holders is necessary to modify or
amend the Indenture, for any waiver with respect to the notes, or to waive
compliance with specified provisions of the Indenture or specified defaults
and consequences thereunder or to reduce the quorum or voting requirements
set forth in the Indenture; or

(f) modify any of the foregoing provisions or any of the provisions
relating to the waiver of specified past defaults or specified covenants,
except to increase the required percentage to effect the action or to
provide that specified other provisions of the Indenture may not be
modified or waived without the consent of the Holder of each note (Section
902).

The Holders of not less than a majority in principal amount of the notes have
the right to waive compliance by us with specific covenants in the Indenture
(Section 1015).

Modifications and amendments of the Indenture may be permitted to be made
by us and the Trustee without the consent of any Holder for any of the following
purposes:

(1) to evidence the succession of another person to us as obligor
under the Indenture;

(2) to add to our covenants for the benefit of the Holders of the
notes or to surrender any right or power conferred upon us in the
Indenture;

(3) to add Events of Default for the benefit of the Holders of the
notes;

(4) to add or change any provisions of the Indenture to facilitate the
issuance of, or to liberalize certain terms of, notes in bearer form, or to
permit or facilitate the issuance of notes in uncertificated form, provided
that the action shall not adversely affect the interests of the Holders of
the notes in any material respect;

(5) to change or eliminate any provisions of the Indenture, provided
that any change or elimination shall become effective only when the
outstanding notes are not entitled to the benefit of that provision;

(6) to secure the notes;

(7) to establish the form or terms of the notes and any related
coupons as permitted by the Indenture;

(8) to evidence and provide for the acceptance of appointment under
the Indenture by a successor Trustee with respect to the notes or
facilitate the administration of the trust under the Indenture by more than
one Trustee;

(9) to cure any ambiguity, defect or inconsistency in the Indenture,
provided that the action is not inconsistent with the provisions of the
Indenture and will not adversely affect the interests of Holders of notes
in any material respect; or

(10) to supplement any of the provisions of the Indenture to the
extent necessary to permit or facilitate defeasance and discharge of the
notes, provided that the action will not adversely affect the interests of
the Holders of the notes in any material respect (Section 901).

The Indenture contains provisions for convening meetings of the Holders of
the notes (Section 1501). A meeting may be called at any time by the Trustee,
and also will be called, upon request, by us or the Holders of at least 10% in
principal amount of the outstanding notes, in any case upon notice given as
provided in the Indenture (Section 1502). Except for any consent that must be
given by the Holder of each note affected by certain modifications and
amendments of the Indenture, any resolution presented at a meeting or adjourned
meeting duly reconvened at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
outstanding notes of that series; provided, however, that, except as
69

referred to above, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the Holders of a specific percentage, which is less than
a majority, in principal amount of the outstanding notes of a series may be
adopted at a meeting or adjourned meeting duly reconvened and at which a quorum
is present by the affirmative vote of the Holders of the specified percentage in
principal amount of the outstanding notes of that series. Any resolution passed
or decision taken at any meeting of Holders of the notes of either series duly
held in accordance with the Indenture will be binding on all Holders of notes of
that series. The quorum at any meeting called to adopt a resolution, and at any
reconvened meeting, will be persons entitled to vote a majority in principal
amount of the outstanding notes of a series; provided, however, that if any
action is to be taken at the meeting with respect to a consent or waiver that
may be given by the Holders of not less than a specified percentage in principal
amount of the outstanding notes of a series, the persons entitled to vote the
specified percentage in principal amount of the outstanding notes of that series
will constitute a quorum (Section 1504).

Notwithstanding the foregoing provisions, the Indenture provides that if
any action is to be taken at a meeting of Holders of notes of either series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that the Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
outstanding notes affected thereby, or the Holders of that series and the other
series:

(1) there will be no minimum quorum requirement for the meeting; and

(2) the principal amount of the outstanding notes of the series that
votes in favor of the request, demand, authorization, direction, notice,
consent, waiver or other action will be taken into account in determining
whether the request, demand, authorization, direction, notice, consent,
waiver or other action has been made, given or taken under the Indenture
(Section 1504).

FORM AND REGISTRATION

The notes will be book-entry notes represented by one or more Global Notes.
Each Global Note will be deposited with, or on behalf of, the depositary, which
initially will be DTC, and registered in the name of the depositary or its
nominee, Cede & Co.

The following are summaries of specified rules and operating procedures of
DTC that affect the payment of principal and interest and transfers in the
Global Notes. Unless and until it is exchanged in whole or in part for notes in
definitive form under the limited circumstances described below, the Global
Notes may not be transferred except as a whole:

(1) by DTC to a nominee of DTC;

(2) by a nominee of DTC to DTC or another nominee of DTC; or

(3) by DTC or any nominee to a successor or a nominee of the
successor.

Ownership of beneficial interests in the Global Notes will be limited to
persons that have accounts with DTC for the Global Notes ("participants") or
persons that may hold interests through participants. Upon the issuance of the
Global Notes, DTC will credit, on its book-entry registration and transfer
system, the participants' accounts with the respective principal amounts of the
notes represented by the Global Note beneficially owned by the participants.
Ownership of beneficial interests in the Global Notes will be shown on, and the
transfer of the ownership interests will be effected only through, records
maintained by DTC, with respect to interests of participants, and on the records
of participants, with respect to interests of persons holding through
participants. The laws of some states may require that specified purchasers of
securities take physical delivery of the securities in definitive form. These
laws may limit or impair the ability to own, transfer or pledge beneficial
interests in the Global Notes.

So long as DTC or its nominee is the registered owner of the Global Notes,
DTC or its nominee, as the case may be, will be considered the sole owner or
Holder of the notes represented by the Global Notes for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in the
Global Notes will not be entitled to have notes represented by the Global Notes
registered in their names, will not receive or be
70

entitled to receive physical delivery of the notes in certificated form and will
not be considered the registered owners or Holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in the Global Notes must
rely on the procedures of DTC and, if the person is not a participant, on the
procedures of the participant through which the person owns its interest, to
exercise any rights of a Holder under the Indenture. We understand that under
existing industry practices, if we request any action of Holders or if an owner
of a beneficial interest in the Global Notes desires to give or take any action
that a Holder is entitled to give or take under the Indenture, DTC would
authorize the participants holding the relevant beneficial interests to give or
take the action, and the participants would authorize beneficial owners owning
through the participants to give or take the action or would otherwise act upon
the instructions of beneficial owners holding through them.

Principal and interest payments on interests represented by the Global
Notes will be made to DTC or its nominee, as the case may be, as the registered
owner of the Global Notes. None of us, the Trustee or any agent of the Trustee
will have any responsibility or liability for any aspect of the records relating
to or payment made on account of beneficial ownership interests in the Global
Notes or for maintaining, supervising or reviewing any records relating to the
beneficial ownership interests. We expect that DTC, upon receipt of any payment
of principal or interest in respect of the Global Notes, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in. the Global Notes as shown on the records of
DTC. We also expect that payments by participants to owners of beneficial
interests in the Global Notes held through the participants will be governed by
standing customer instructions and customary practice, as is now the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the participants.

If DTC is at any time unwilling or unable to continue as depository for the
notes and we fail to appoint a successor depository registered as a clearing
agency under the Exchange Act within 90 days, we will issue the notes in
definitive form in exchange for the Global Notes. Any notes issued in definitive
form in exchange for the Global Notes will be registered in the name or names,
and will be issued in denominations of $1,000 and integral multiples thereof, as
DTC shall instruct the Trustee. It is expected that the instructions will be
based upon directions received by DTC from participants with respect to
ownership of beneficial interests in the Global Notes.

Certificated notes will be issued in exchange for interests in the relevant
Global Note under the limited circumstances described above.

DTC has advised us of the following information regarding DTC. DTC is a
limited-purpose trust company organized under the Banking Law of the State of
New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of transactions among its participants in the
securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of
which, and/or their representatives, own DTC. Access to the DTC book-entry
system is also available to others, such as banks, brokers and dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.

Any beneficial interest in a Global Note that is transferred for a
beneficial interest in another Global Note will, upon transfer, cease to be an
interest in the original Global Note and will become an interest in the other
Global Note and, accordingly, will be subject to all transfer restrictions and
other procedures applicable to beneficial interests in the other Global Note for
as long as it remains a beneficial interest in that Global Note.

The information in this subsection "-- Form and Registration" concerning
the depositary and its bookentry systems has been obtained from sources we
believe to be reliable, but we take not responsibility for its accuracy.

SETTLEMENT AND PAYMENT

All payments of principal and interest in respect of the notes will be made
by us in immediately available funds.

Secondary market trading between DTC's participants will occur in the
ordinary way in accordance with DTC's rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System.

GOVERNING LAW

The Indenture and the notes will be governed by, and construed in
accordance with, the laws of the State of New York.

MANAGEMENT

As a limited partnership, our business and affairs are managed by our
general partner, Sun Communities. The following table presents the names, ages,
and positions of Sun Communities' directors and executive officers.

<Table>
<Caption>
NAME AGE OFFICE
- ---- --- ------

Gary A. Shiffman............... 48 Chairman, Chief Executive Officer, President and Director
Jeffrey P. Jorissen............ 58 Executive Vice President, Treasurer, Chief Financial Officer
and Secretary
Brian W. Fannon................ 54 Executive Vice President and Chief Operating Officer
Jonathan M. Colman............. 47 Executive Vice President
Paul D. Lapides................ 48 Director
Clunet R. Lewis................ 56 Director
Ronald L. Piasecki............. 64 Director
Ted J. Simon................... 72 Director
Arthur A. Weiss................ 54 Director
</Table>

The following is a biographical summary of the experience of Sun
Communities' executive officers and directors.

Gary A. Shiffman is the Chairman, President and Chief Executive Officer,
and has been an executive officer of Sun Communities since its inception. He has
been actively involved in the management, acquisition, construction and
development of manufactured housing communities and has developed an extensive
network of industry relationships over the past 18 years. He has overseen the
land acquisition, rezoning, development and marketing of numerous manufactured
home expansion projects.

Jeffrey P. Jorissen has been Chief Financial Officer and Secretary since
August 1993 and Treasurer since December 1993 and became Executive Vice
President in March 2003. As a certified public accountant, he was with the
international accounting firm of Coopers & Lybrand for sixteen years, including
eight years as a partner. During his tenure at Coopers & Lybrand, Mr. Jorissen
specialized in real estate and directed financial statement examinations of
numerous public companies.

Brian W. Fannon joined Sun Communities in May 1994 as Senior Vice
President -- Operations and became Chief Operating Officer in 1995 and an
Executive Vice President in March 2003. Prior to joining Sun Communities, he
worked for Lautrec, Ltd., then the largest manufactured housing community
owner-operator in the United States, where he was responsible for operations
comprising 25,000 sites and 300 employees, and Quality Homes, Inc., its sales
and marketing division. He joined that organization in 1978 as a regional
manager and became President in 1986. Mr. Fannon was appointed by Governor
Milliken to the Michigan Mobile Home Commission in 1977, the year of its
inception. Subsequent appointments by Governors Blanchard and Engler have
enabled Mr. Fannon to serve on such commission, including serving as its
chairman from 1986 to 1994, and Mr. Fannon has again been serving as the
chairman of the Michigan Mobile Home Commission since 1998. In 2002, Mr. Fannon
was elected to the Board of Directors of the Manufactured Housing Institute and
Mr. Fannon was elected to the RV/MH Hall of Fame in 2003.

Jonathan M. Colman joined Sun Communities in 1994 as Vice
President -- Acquisitions and became Senior Vice President -- Acquisitions in
1995 and an Executive Vice President in March 2003. A certified public
accountant, Mr. Colman has over eighteen years of experience in the manufactured
housing community industry. He has been involved in the acquisition, financing
and management of over 75 manufactured housing communities for two of the 10
largest manufactured housing community owners, including Uniprop, Inc. during
its syndication of over $90 million in public limited partnerships in the late
1980s.

Paul D. Lapides has been a director since December 1993. Mr. Lapides is
Director of the Corporate Governance Center in the Michael J. Coles College of
Business at Kennesaw State University, where he is an assistant professor of
management and entrepreneurship. A certified public accountant, Mr. Lapides is
the

author or co-author of more than 100 articles and twelve books on real estate,
management and directors' responsibilities. Mr. Lapides is a member of the
Advisory Board of the National Association of Corporate Directors and served on
the NACD's Blue Ribbon Commission on Audit Committees (1999). His real estate
experience includes managing a $3 billion national portfolio of income-producing
real estate consisting of 42,000 multi-family units and 1.6 million square feet
of commercial space.

Clunet R. Lewis has been a director since December 1993. Mr. Lewis also
serves as President of CRL Enterprises, Inc. a private consulting firm. From
1995 until 2000, Mr. Lewis served in various positions with Eltrax Systems,
Inc., a Nasdaq National Market System company, including Secretary, General
Counsel, member of the Board of Directors and Chief Financial Officer. From 1989
until 1994, Mr. Lewis served as Secretary and General Counsel of Military
Communications Center, Inc., a privately held company that provided retail
telecommunications services to members of the United States Armed Services. From
1990 through 1991, Mr. Lewis was Managing Director of MCC Communications, Inc.,
a privately held company that provided international telecommunications services
to members of the United States Armed Services serving in the Persian Gulf area
during the Gulf War. Prior to 1993, Mr. Lewis was a shareholder at the Detroit
law firm of Jaffe, Raitt, Heuer & Weiss, Professional Corporation.

Ronald L. Piasecki has been a director since May 1996, upon completion of
our acquisition of twenty-five manufactured housing communities (the "Aspen
Properties") owned by affiliates of Aspen Enterprises, Ltd. ("Aspen"). Mr.
Piasecki is the executive vice president and a director of Aspen, which he
co-founded in 1973. Prior to our acquisition of the Aspen Properties, Aspen was
one of the largest privately-held developers and owners of manufactured housing
communities in the U.S. Mr. Piasecki serves as chairman of the board of
directors of Kurdziel Industries, Inc., the world's largest producer of counter
weights for the material handling industry, and Mr. Piasecki is a director of
USOL Holdings, Inc. (Nasdaq: USOL), a provider of integrated telecommunications
services.

Ted J. Simon has been a director since December 1993. Since February 1999,
Mr. Simon has been affiliated with Grand Sakwa Properties Inc., a real estate
development company located in Farmington Hills, Michigan. From 1981 until
January 1999, Mr. Simon was the Vice President-Real Estate (Midwest Group) of
The Great Atlantic & Pacific Tea Company, Inc. and Mr. Simon was a Vice
President-Real Estate and a director of Borman's Inc., a wholly owned subsidiary
of The Great Atlantic & Pacific Tea Company, Inc. Mr. Simon is also a director
of Clarkston State Bank, a wholly-owned subsidiary of Clarkston Financial
Corporation (OTC BB: CKSB.OB).

Arthur A. Weiss has been a director since October 1996. Since 1976, Mr.
Weiss has practiced law with the law firm of Jaffe, Raitt, Heuer & Weiss,
Professional Corporation ("JRH&W"), which represents us in various matters. Mr.
Weiss is currently a shareholder of JRH&W.

CERTAIN TRANSACTIONS

RELATIONSHIP WITH ORIGEN

In December 2001, we made a $15.0 million equity investment in Origen, a
financial services company that provides and services loans used by buyers to
finance the acquisition of manufactured homes. As a result of this equity
investment, we own approximately a 30% interest in Origen.

Gary A. Shiffman, the Chairman of the Board, Chief Executive Officer and
President of Sun Communities, is a manager of Origen. In addition, concurrently
with our investment in Origen, Mr. Shiffman and members of his family purchased
approximately a 10% equity interest in Origen for approximately $5.0 million.
For certain tax reasons, we made our equity investment in Origen through a
taxable REIT subsidiary ("TRS") which is wholly-owned by Sun Home Services. We
contributed $15.0 million to Sun Home Services in connection with the Origen
investment and own all of the non-voting preferred stock of Sun Home Services,
which entitles us to 95% of the cash flow from the operating activities of Sun
Home Services (including the operating activities of the TRS) and effectively an
approximate 30% interest in Origen. Gary A. Shiffman and the Estate of Milton M.
Shiffman (a former officer and director of Sun Communities)

contributed approximately $790,000 to Sun Home Services in connection with the
Origen investment and own all of the voting common stock of Sun Home Services,
which entitles them to 5% of the cash flow from the operating activities of Sun
Home Services (including the operating activities of the TRS) and effectively an
approximate 1.6% interest in Origen. The balance of the Shiffman family's $5.0
million investment in Origen was made through a separate family owned entity
which holds 8.4% of the Shiffman family's aggregate 10% interest. Arthur A.
Weiss, a director of Sun Communities, is a personal representative of the Estate
of Milton M. Shiffman. As a result of the ownership and management of Origen,
Mr. Shiffman and Mr. Weiss may have a conflict of interest with respect to any
transaction between Origen and us.

Currently, we (together with one unaffiliated lender and one lender
affiliated with Mr. Shiffman) provide financing to Origen. This financing
consists of a $48.0 million standby line of credit and a $10.0 million term
loan, each bearing interest at a per annum rate equal to 700 basis points over
LIBOR, with a minimum interest rate of 11% and a maximum interest rate of 15%.
This credit facility matures December 31, 2003 but is extendable automatically
to December 31, 2004 upon the occurrence of certain events. This credit facility
is collateralized by a security interest in Origen's assets, which is
subordinate in all respects to all institutional indebtedness of Origen, and a
guaranty and pledge of assets by Bingham.

Under the terms of a participation agreement we entered into with the other
lenders, we are obligated to loan up to $35.5 million to Origen under the credit
facility, Milton M. Shiffman Spouse's Marital Trust (an entity affiliated with
Mr. Shiffman) is obligated to loan up to $2.5 million to Origen and the
unaffiliated lender is required to loan up to $20.0 million to Origen under the
credit facility and we jointly administer the credit facility. Under the
participation agreement, we are entitled to 43.75% of the first $40.0 million of
proceeds from Origen upon repayment of the credit facility and $18.0 million of
our advances to Origen are subordinate in all respects to the first $40.0
million of proceeds from Origen upon repayment of the credit facility.

In March 2003, Origen financed a portfolio of approximately $200.0 million
principal amount of manufactured home loans. As part of this financing, Origen
contributed the manufactured home loans to a subsidiary and the subsidiary
borrowed $160.0 million from a third-party institutional lender. The subsidiary
plans to issue up to $40.0 million of equity securities and Mr. Shiffman and
members of his family have committed to purchase $10.0 million of these
securities through one or more affiliated entities. The proceeds of the loan and
the investment will be used primarily to pay down Origen's existing warehouse
facility and to permit Origen to continue to originate manufactured home loans
and for general corporate purposes.

LOANS TO EXECUTIVE OFFICERS

In 1995, Sun Communities issued Mr. Gary A. Shiffman, its Chief Executive
Officer and President, 400,000 shares of common stock for $8,650,000 (the
"Purchase Price"). The Purchase Price is evidenced by three (3) separate 10-year
promissory notes that bear interest at a rate equal to six months' LIBOR plus
175 basis points, with a maximum interest rate of 9% per annum and a minimum
interest rate of 6% per annum (the "Promissory Notes"). Two of the Promissory
Notes (with an initial aggregate principal amount of approximately $7.6 million)
are secured by approximately 270,000 shares of common stock of Sun Communities
held by Mr. Shiffman (the "Secured Shares") and/or approximately 128,000 common
partnership units in the Company (the "Secured Units") and the last Promissory
Note (with an initial principal amount of approximately $1.0 million) is
unsecured but fully recourse to Mr. Shiffman. Mr. Shiffman's personal liability
on the secured Promissory Notes is limited to all accrued interest on such notes
plus fifty percent (50%) of the deficiency, if any, after application of the
proceeds from the sale of the Secured Shares and/or the Secured Units to the
then outstanding principal balance of the Promissory Notes. The Promissory Notes
provide for quarterly interest only payments and provide that all cash
distributions and dividends paid to Mr. Shiffman on the Secured Shares and the
Secured Units (the "Distributions") will first be applied toward the accrued and
unpaid interest under the Promissory Notes and sixty percent (60%) of the
remainder of the Distributions, if any, will be applied toward the outstanding
principal balance of the Promissory Notes.

In April 1997, we loaned Mr. Shiffman an additional $2,600,391 on terms
substantially identical to the terms of the other loan to Mr. Shiffman, as
described above, and such loan is secured by 80,000 shares of

common stock of Sun Communities held by Mr. Shiffman (the promissory notes
evidencing this loan, together with the Promissory Notes, are hereinafter
referred to as the "Shiffman Notes"). On July 15, 2002, the due date of the
Shiffman Notes was extended such that one-third of the principal balance becomes
due on December 31, 2008, an additional one-third of the principal balance
becomes due on December 31, 2009 and the balance of the Shiffman Notes becomes
due on December 31, 2010. The largest aggregate indebtedness outstanding under
the Shiffman Notes since January 1, 2002 was approximately $10,703,000. As of
March 1, 2003, the amount outstanding under the Shiffman Notes was approximately
$10,383,000.

On April 8, 1996, Sun Communities completed a $122.8 million public
offering of 4.7 million shares of its common stock (the "Equity Offering").
Jeffrey P. Jorissen, Sun Communities' Executive Vice President, Treasurer, Chief
Financial Officer and Secretary, Brian W. Fannon, an Executive Vice President
and the Chief Operating Officer, and Jonathan M. Colman, an Executive Vice
President, collectively, purchased 20,000 shares of common stock in the Equity
Offering at the public offering price of $26.125 per share. Such purchases in
the Equity Offering were financed with loans from us on terms substantially
identical to the terms of our loans to Mr. Shiffman described above. To date,
each of Mr. Fannon and Mr. Colman have repaid, in full, their loans from us. The
largest aggregate indebtedness outstanding under Mr. Jorissen's notes since
January 1, 2002 was approximately $249,000 and, as of March 1, 2003, the amount
outstanding under Mr. Jorissen's notes was approximately $249,000.

STOCK PURCHASE LOAN PROGRAM

On December 15, 1998, certain directors, employees and consultants of Sun
Communities purchased approximately $25.5 million of newly issued shares of
common stock of Sun Communities and our common partnership units at a price of
$31.75 per share/unit in accordance with our 1998 Stock Purchase Plan (the
"Purchase Plan"). These purchases were financed by 5-year personal loans from
Bank One Corporation, as agent, and participants in the Purchase Plan are
personally responsible for repayment of their respective loans. In order to
facilitate purchases under the Purchase Plan, we guaranteed repayment of all of
the loans and the participants have agreed to fully indemnify us against all
liabilities arising under such guaranty. The following executive officers and/or
directors of Sun Communities purchased the following number of common
partnership units under the Purchase Plan: Jonathan M. Colman (7,500 OP Units),
Brian W. Fannon (30,000 OP Units), Jeffrey P. Jorissen (100,000 OP Units),
Clunet R. Lewis (20,000 OP Units), Ronald L. Piasecki (17,000 OP Units), Gary A.
Shiffman (170,000 OP Units) and Arthur A. Weiss (50,000 OP Units).

LEASE OF PRINCIPAL EXECUTIVE OFFICES

On November 1, 2002, we leased approximately 31,300 rentable square feet of
office space from American Center LLC and we have recently relocated our
principal executive offices to this office space. Gary A. Shiffman, together
with certain family members, indirectly own approximately a 21% equity interest
in American Center LLC. This lease is for an initial term of five years and we
have the right to extend the lease for an additional five year term. The annual
base rent under this lease begins at $19.25 per square foot (gross) for the
first lease year and increases $0.50 per square foot for each successive year of
the initial term.

CONSULTING ARRANGEMENT WITH VOD

During 2002, we paid VOD, LLC approximately $100,000 (representing
approximately 75% of VOD's revenues for 2002) for consulting services with
respect to our computer systems and cable and telecommunications services.
Ronald L. Piasecki, a director of Sun Communities, is a manager of VOD and owns
a 25% equity interest in VOD.

LEGAL COUNSEL

The law firm of Jaffe, Raitt, Heuer & Weiss, P.C. acts as our general
counsel and represents us in various matters. Arthur A. Weiss, a director of Sun
Communities, is a shareholder of such firm.

POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of our policies with respect to investments,
financing and certain other activities. These policies have been determined by
the Board of Directors of Sun Communities, in its capacity as our general
partner, and may be amended or revised from time to time at the discretion of
the Board of Directors of Sun Communities without notice to or a vote of the
stockholders of Sun Communities or our limited partners, except that changes in
certain policies with respect to conflicts of interest must be consistent with
legal requirements.

INVESTMENT POLICIES

Investments in Real Estate or Interests in Real Estate. Our primary
investment objectives are to increase cash flow and the value of our properties,
and to acquire established income-producing manufactured housing community
properties with cash flow growth potential. Additionally, where prudent and
possible, we intend to expand and upgrade both our existing properties and any
newly acquired communities. Our business is focused on the manufactured housing
community business with the primary objective of owning and acquiring assets for
income generation and long term appreciation in value. Although we have no
present intention to sell any existing communities, we may consider selling
certain manufactured housing community properties if appropriate in pursuing our
investment strategies.

We intend to achieve our investment objectives through the direct and
indirect ownership of properties and the ownership of interests in other
entities. We do not have a policy limiting the amount or percentage of assets
that may be invested in any particular property or in any geographic area. We
have emphasized the acquisition of existing manufactured housing community
properties. We have and are engaged in limited development activities and may
continue to do so in the future if we believe that the available financial
returns are appropriate.

We may also participate with third parties in manufactured housing
community property ownership through joint ventures or other types of
co-ownership. Equity investments may be subject to existing mortgage financing
and other indebtedness or such financing or indebtedness may be incurred in
connection with acquiring investments. Any such financing or indebtedness will
have priority over our equity interest in such property. We will not, however,
enter into a joint venture or other partnership arrangement to make an
investment that would not otherwise meet our investment policies.

Investments in Real Estate Mortgages. While we emphasize equity real
estate investments in manufactured housing community properties, we may, in our
discretion, invest in mortgages and other interests related to manufactured
housing community properties. We do not presently intend to invest to a
significant extent in mortgages or deeds of trust, but may do so subject to the
investment restrictions applicable to REITs. The mortgages in which we may
invest may be either first mortgages or junior mortgages, and may or may not be
insured by a governmental agency.

Securities of or Interests in Persons Primarily Engaged in Real Estate
Activities and Other Issuers. Subject to the percentage of ownership limitations
and gross income tests necessary for REIT qualification, we may also invest in
securities of entities engaged in real estate activities or securities of other
issuers, including for the purpose of exercising control over such entities. We
may acquire all or substantially all of the securities or assets of other REITs
or similar entities where such investment would be consistent with our
investment policies. In any event, we do not intend that our investments in
securities will require us to register as an "investment company" under the
Investment Company Act of 1940, and we intend to divest securities before any
such registration would be required.

FINANCING POLICIES

The indenture described in this prospectus restricts the amount of
indebtedness that we may incur. See "Description of Exchange Notes -- Covenants"
for a detailed description of the limitations imposed by the indenture.
Independent of these financial covenants, we intend to maintain a debt-to-total
market capitalization ratio (total debt as a percentage of the market value of
outstanding shares of Sun Communities' common

stock and our partnership units plus total debt) of approximately 50% or less.
We may from time to time re-evaluate this policy in light of then current
economic conditions, relative costs of debt and equity capital, market values of
our properties, growth and acquisition opportunities and other factors. To the
extent that the Board of Directors of Sun Communities determines to obtain
additional capital, Sun Communities may raise such capital through equity
offerings, debt financing, retention of cash flows or a combination of these
methods. We anticipate that any additional borrowings would be made through us.
As long as we are in existence, the proceeds of all equity capital raised by Sun
Communities will be contributed to us in exchange for additional partnership
interests, which will dilute the ownership interest of our limited partners.

We may from time to time modify our debt policy in light of current
economic conditions, relative costs of debt and equity capital, market values of
our properties, general conditions in the market for debt and equity securities,
fluctuations in the market price of Sun Communities' common stock, growth and
acquisition opportunities and other factors. Accordingly, we may increase or
decrease our debt to total market capitalization ratio beyond the limits
described above.

We have established our debt policy relative to the total market
capitalization of Sun Communities computed at the time the debt is incurred,
rather than relative to the book value of those assets, because we believe that
the book value of our assets, which is largely the depreciated value of our
property portfolio, does not accurately reflect our ability to borrow and meet
debt service requirements. Total market capitalization, however, is subject to
greater fluctuation than book value, and does not necessarily reflect the fair
market value of our assets at all times. Moreover, due to fluctuations in the
value of our portfolio of properties over time, and since any measurement of our
total consolidated indebtedness to total market capitalization is made only at
the time debt is incurred, our debt to total market capitalization could exceed
the 50% level.

CONFLICT OF INTEREST POLICIES

We have adopted policies designed to eliminate or minimize potential
conflicts of interest. In addition, Sun Communities' Board of Directors is
subject to certain provisions of Maryland law that are designed to eliminate or
minimize potential conflicts of interest. We cannot assure you that these
policies always will be successful in eliminating the influence of those
conflicts.

Pursuant to Maryland law, each director will be subject to restrictions on
misappropriation of partnership opportunities. In addition, under Maryland law,
a contract or other transaction between us or Sun Communities and a director or
between us or Sun Communities and any other corporation or other entity in which
a director is a director or has a material financial interest is not void or
voidable solely on the grounds of the common directorship or interest, the
presence of the director at the meeting at which the contract or transaction is
authorized, approved or ratified or the counting of the director's vote in favor
of the transaction or contract if (a) the transaction or contract is authorized,
approved or ratified by the board of directors or a committee of the board,
after disclosure of the common directorship or interest, by the affirmative vote
of a majority of disinterested directors, even if the disinterested directors
constitute less than a quorum, or by a majority of the votes cast by
disinterested stockholders, or (b) the transaction or contract is fair and
reasonable to us.

Some of our directors and officers may be subject to certain conflicts of
interest in fulfilling their responsibilities to us. See "Risk Factors -- Some
of our directors and officers may have conflicts of interest with respect to
certain related party transactions and other business interests". All of the
executive officers of Sun Communities have entered into noncompetition
agreements with Sun Communities containing covenants limiting the ability of the
executives to engage in the manufactured home community business and the real
estate business.

POLICIES WITH RESPECT TO OTHER ACTIVITIES

We may, but do not presently intend to, make investments other than as
previously described. All investments (other than short-term investments) are
expected to relate to the manufactured housing community business. At all times,
we intend to make investments in the manner necessary for Sun Communities to
qualify as a REIT unless, because of circumstances or changes in the Code (or
the
78

regulations promulgated thereunder), the Board of Directors determines that it
is no longer in the best interests of Sun Communities to qualify as a REIT. We
have authority to offer units of limited partnership interests or other
securities in exchange for property. We also have authority to repurchase or
otherwise reacquire our units or any other securities. We may engage in such
activities in the future. Sun Communities may in the future issue shares of its
common stock to holders of our units of limited partnership interest upon
exercise of such holders' rights under our partnership agreement. We have made
loans to other entities and persons and may in the future make loans to other
parties, including without limitation, to joint ventures in which we
participate. We have not engaged in trading, underwriting or agency distribution
or sale of securities of other issuers, nor have we invested in the securities
of other issuers for the purposes of exercising control, and do not intend to do
so. Our policies with respect to such activities may be reviewed and modified
from time to time by Sun Communities' directors without notice to or the vote of
its stockholders or our partners.

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

The following discussion is based on the opinion of Jaffe, Raitt, Heuer &
Weiss, Professional Corporation, our tax counsel, as to the material federal
income tax consequences expected to result to you if you exchange your
unregistered notes for exchange notes in the exchange offer. This discussion is
based on:

- the facts described in the registration statement of which this
prospectus is a part;

- the Internal Revenue Code of 1986, as amended;

- current, temporary and proposed Treasury regulations promulgated under
the Internal Revenue Code;

- the legislative history of the Internal Revenue Code;

- current administrative interpretations and practices of the Internal
Revenue Service; and

- court decisions,

all as of the date of this prospectus. In addition, the administrative
interpretations and practices of the Internal Revenue Service include its
practices and policies as expressed in private letter rulings that are not
binding on the Internal Revenue Service, except with respect to the particular
taxpayers who requested and received those rulings. Future legislation, treasury
regulations, administrative interpretations and practices and/or court decisions
may adversely affect the tax considerations contained in this discussion. Any
change could apply retroactively to transactions preceding the date of the
change. The tax considerations contained in this discussion may be challenged by
the Internal Revenue Service, and we have not requested, and do not plan to
request, any rulings from the Internal Revenue Service concerning the tax
treatment of the exchange of unregistered notes for the exchange notes.

Some holders may be subject to special rules not discussed below,
including, without limitation:

- insurance companies;

- financial institutions or broker-dealers;

- tax-exempt organizations;

- stockholders holding securities as part of a conversion transaction, or a
hedge or hedging transaction, or as part of a position in a straddle for
tax purposes;

- foreign corporations or partnerships; and

- persons who are not citizens or residents of the United States.

YOU SHOULD CONSULT YOUR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES
OF EXCHANGING YOUR UNREGISTERED NOTES FOR EXCHANGE NOTES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN LAWS.

EXCHANGE OFFER

The exchange of unregistered notes for exchange notes will be treated as a
"non-event" for federal income tax purposes, because the exchange notes will not
be considered to differ materially in kind or extent from the unregistered
notes. Therefore, no material federal income tax consequences will result to you
from exchanging unregistered notes for exchange notes.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in
exchange for unregistered notes where the unregistered notes were received as a
result of market-making or other trading activities must acknowledge that it
will comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale, offer to resell or other transfers
of its exchange notes including the delivery of a prospectus in connection with
any resale of the exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with the resale of exchange notes received in exchange for unregistered notes
where the unregistered notes were acquired as a result of market-making
activities or other trading activities. We have agreed that for a period of up
to 180 days after the expiration date, we will make this prospectus, as amended
or supplemented, available to any broker-dealer that requests such document in
the letter of transmittal for use in connection with any resale.

We will not receive any proceeds from any sale of exchange notes by
broker-dealers or any other persons. Exchange notes received by broker-dealers
for their own account pursuant to the exchange offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the exchange notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any broker-dealer and/or the purchasers of any exchange notes.
Any broker-dealer that resells exchange notes that were received by it for its
own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of exchange notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of exchange notes and any commissions or concessions received by any
persons may be deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer
(including, subject to certain limitations, the reasonable fees and expenses of
one counsel for the holders of the unregistered notes) other than commissions or
concessions of any broker dealer. We will indemnify the holders of unregistered
notes, including any broker-dealers, and specific parties related to such
holders, against specific liabilities, including liabilities under the
Securities Act.

LEGAL MATTERS

The validity of the exchange notes offered in this prospectus, the
description of federal income tax matters contained in this prospectus and other
specified legal matters will be passed upon for us by Jaffe, Raitt, Heuer &
Weiss, Professional Corporation, Detroit, Michigan. Arthur A. Weiss, who is
currently a member of the board of directors of Sun Communities, is a
shareholder of Jaffe, Raitt, Heuer & Weiss, Professional Corporation.

EXPERTS

The audited financial statements of Sun Communities Operating Limited
Partnership included in this prospectus, except as they relate to Origen
Financial, L.L.C., have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report thereon appears herein, and insofar as they relate to
Origen Financial, L.L.C., have been audited by Grant Thornton LLP, independent
accountants, whose report thereon is incorporated by reference herein. The
audited financial statements of Sun Communities, Inc. incorporated in this
prospectus by reference to the Annual Report on Form 10-K of Sun Communities,
Inc. for the year ended December 31, 2002, except as they relate to Origen
Financial, L.L.C., have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report thereon is incorporated by reference herein, and
insofar as they relate to Origen Financial, L.L.C., have been audited by Grant
Thornton LLP, independent accountants, whose report thereon is incorporated by
reference herein. Such financial statements

have been so included or incorporated in reliance on the reports of such
independent accountants given on the authority of such firms as experts in
auditing and accounting.

The audited financial statements of Sun Home Services, Inc. incorporated in
this prospectus by reference to the Annual Report on Form 10K/A of Sun
Communities Operating Limited Partnership for the year ended December 31, 2002,
except as they relate to Origen Financial, LLC, have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report thereon is
incorporated by reference herein, and insofar as they relate to Origen
Financial, LLC, have been audited by Grant Thornton, LLC, whose report is
incorporated by reference herein. Such financial statements have been so
included or incorporated in reliance on the reports of such independent
accountants given on the authority of such firms as experts in auditing and
accounting.

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

<Table>
<Caption>
PAGE
----

Unaudited Financial Statements:
Consolidated Balance Sheets as of March 31, 2003
(unaudited) and December 31, 2002...................... F-2
Consolidated Statements of Income for the Three Months
Ended March 31, 2003 and 2002 (unaudited).............. F-3
Consolidated Statements of Comprehensive Income for the
three months Ended March 31, 2002 and March 31, 2002
(unaudited)............................................ F-4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2003 and 2002 (unaudited).............. F-5
Notes to Consolidated Financial Statements (unaudited).... F-6

Report of Independent Accountants........................... F-12
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2002 and
2001................................................... F-13
Consolidated Statements of Income for the Years Ended
December 31, 2002, 2001 and 2000....................... F-14
Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 2002, 2001 and 2000........... F-15
Consolidated Statements of Partners' Capital for the Years
Ended December 31, 2002, 2001 and 2000................. F-16
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000....................... F-17
Notes to Consolidated Financial Statements................ F-18
Schedule III -- Real Estate and Accumulated Depreciation.... F-31
</Table>

F-1

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002

<Table>
<Caption>
2003 2002
---------- ----------
(IN THOUSANDS)
(UNAUDITED)

ASSETS
Investment in rental property, net.......................... $ 997,193 $ 999,360
Cash and cash equivalents................................... 3,339 2,664
Notes and other receivables................................. 59,368 58,929
Investments in and advances to affiliates................... 72,405 67,719
Other assets................................................ 37,336 37,904
---------- ----------
Total assets......................................... $1,169,641 $1,166,576
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Line of credit............................................ $ 76,500 $ 63,000
Debt...................................................... 595,833 604,373
Accounts payable and accrued expenses..................... 13,809 16,120
Deposits and other liabilities............................ 9,801 8,461
---------- ----------
Total liabilities.................................... 695,943 691,954
---------- ----------
Series B Cumulative Preferred Operating Partnership Units
("Series B Units"), mandatory redeemable, 279 and 237
issued and outstanding for 2003 and 2002, respectively.... 22,365 18,195
Preferred Operating Partnership Units ("POP Units"),
convertible, redeemable, 1,326 issued and outstanding..... 35,783 35,783
Partners' Capital:
Series A Perpetual Preferred Operating Partnership Units,
("Series A Units") unlimited authorized, 2,000 issued
and outstanding........................................ 50,000 50,000
Operating Partnership ("OP Units") unlimited authorized,
20,660 and 20,662 issued and outstanding for 2003 and
2002, respectively
General partner........................................ 328,432 332,605
Limited partners....................................... 47,709 48,512
Accumulated other comprehensive loss...................... (2,290) (1,851)
Unearned compensation..................................... (8,301) (8,622)
---------- ----------
Total partners' capital.............................. 415,550 420,644
---------- ----------
Total liabilities and partners' capital.............. $1,169,641 $1,166,576
---------- ----------
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-2

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<Table>
<Caption>
2003 2002
--------- ---------
(IN THOUSANDS, EXCEPT
FOR PER SHARE DATA)
(UNAUDITED)

ASSETS
REVENUES:
Income from property...................................... $41,755 $39,171
Other income.............................................. 2,942 1,919
------- -------
Total revenues....................................... 44,697 41,090
------- -------
EXPENSES:
Property operating and maintenance........................ 10,217 8,351
Real estate taxes......................................... 3,026 2,552
Property management....................................... 754 758
General and administrative................................ 1,619 1,319
Depreciation and amortization............................. 10,769 9,113
Interest.................................................. 8,760 7,846
------- -------
Total expenses....................................... 35,145 29,939
------- -------
Income before loss from equity affiliates, distributions to
Preferred OP Units, and discontinued operations........... 9,552 11,151
Loss from equity affiliates................................. (171) (222)
------- -------
Income before distribution to Preferred OP Units and
discontinued operations................................... 9,381 10,929
------- -------
Less distribution to Preferred OP Units..................... 2,128 1,919
------- -------
Income from continuing operations........................... 7,253 9,010
Income from discontinued operations......................... -- 322
------- -------
Earnings attributable to OP Units........................... $ 7,253 $ 9,332
======= =======
Earnings attributable to:
Continuing operations:
General Partner......................................... $ 6,343 $ 7,834
Limited Partner......................................... 910 1,176
Discontinued operations:
General Partner......................................... -- 280
Limited Partner......................................... -- 42
------- -------
$ 7,253 $ 9,332
======= =======
Basic earnings per OP Unit outstanding:
Continuing operations..................................... $ 0.36 $ 0.45
Discontinued operations................................... -- 0.02
------- -------
Net income................................................ $ 0.36 $ 0.47
======= =======
Diluted earnings per OP Unit outstanding:
Continuing operations..................................... $ 0.35 $ 0.44
Discontinued operations................................... -- 0.02
------- -------
Net income................................................ $ 0.35 $ 0.46
======= =======
Weighted average OP Units outstanding:
Basic..................................................... 20,342 19,921
======= =======
Diluted................................................... 20,468 20,137
======= =======
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-3

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<Table>
<Caption>
2003 2002
-------- --------
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

Earning attributable to OP Units............................ $7,253 $9,332
Unrealized losses on interest rate swaps.................... (439) --
------ ------
Comprehensive income........................................ $6,814 $9,332
====== ======
</Table>

The accompanying notes are an integral part of the consolidated financial
statements
F-4

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<Table>
<Caption>
2003 2002
-------- --------
(IN THOUSANDS)
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings attributed to OP Units........................... $ 7,253 $ 9,332
Adjustments to reconcile net income to net cash provided
by operating activities:
Operating income included in discontinued operations... -- 11
Loss from discontinued operations...................... -- (322)
Depreciation and amortization.......................... 10,769 9,113
Amortization of deferred financing costs............... 318 247
Increase in other assets.................................. (1,745) (1,271)
Increase (decrease) in accounts payable and other
liabilities............................................ (971) 1,775
-------- --------
Net cash provided by operating activities............ 15,624 18,885
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in rental properties........................... (6,708) (42,728)
Proceeds related to property dispositions................. -- 3,288
Investment in and advances to affiliates.................. (4,937) 7,380
Repayments of (increases in) notes receivable, net........ (368) 4,744
-------- --------
Net cash used in financing activities................ (12,013) (27,316)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit, net......................... 13,500 35,000
Repayments on notes payable and other debt................ (4,370) (14,227)
Payments for deferred financing costs..................... (83) --
Capital contributions..................................... -- 1,891
Distributions............................................. (11,983) (11,095)
-------- --------
Net cash provided by (used in) investing
activities.......................................... (2,936) 8,569
-------- --------
Net increase in cash and cash equivalents................. 675 138
Cash and cash equivalents, beginning of period............ 2,664 4,587
-------- --------
Cash and cash equivalents, end of period.................. $ 3,339 $ 4,725
======== ========
SUPPLEMENTAL INFORMATION:
Cash paid for interest including capitalized amounts of
$664 and $675 for the three months ended March 31, 2003
and 2002, respectively................................. $ 7,371 $ 5,997
Noncash investing and financing activities:
Preferred OP Units issued for rental properties........ $ -- $ 4,500
Debt assumed for rental properties..................... $ -- $ 6,813
Issuance of partnership units to retire capitalized
lease obligations..................................... $ 4,170 $ --
</Table>

The accompanying notes are an integral part of the consolidated financial
statements
F-5

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION:

These unaudited condensed consolidated financial statements of Sun
Communities Operating Limited Partnership (the "Company"), have been prepared
pursuant to the Securities and Exchange Commission ("SEC") rules and regulations
and should be read in conjunction with the consolidated financial statements and
notes thereto of the Company included in the Annual Report on Form 10-K for the
year ended December 31, 2002. The following notes to consolidated financial
statements present interim disclosures as required by the SEC. The accompanying
consolidated financial statements reflect, in the opinion of management, all
adjustments necessary for a fair presentation of the interim financial
statements. All such adjustments are of a normal and recurring nature.

Sun Communities, Inc. ("Sun"), a self-administered and self-managed REIT
with no independent operations of its own, is the sole general partner of the
Company. As general partner, Sun has unilateral control and complete
responsibility for management of the Company. The balance sheet of Sun as of
March 31, 2003 is identical to the accompanying Company balance sheet, except as
follows:

<Table>
<Caption>
AS PRESENTED
HEREIN SUN COMMUNITIES, INC.
MARCH 31, 2003 ADJUSTMENTS MARCH 31, 2003
-------------- ----------- ---------------------
(IN THOUSANDS)

Notes and other receivables..................... $ 59,368 $ (2,600) $ 56,768
========== ========= ==========
Total assets.................................... $1,169,641 $ (2,600) $1,167,041
========== ========= ==========
Minority interests.............................. -- $ 155,857 $ 155,857
Series B Units.................................. $ 22,365 $ 22,365
POP Units....................................... 35,783 (35,783)
Series A Units.................................. 50,000 (50,000)
General partner................................. 328,432 (328,432)
Limited partners................................ 47,709 (47,709)
Common stock.................................... 183 $ 183
Additional paid-in capital...................... 420,599 420,599
Distributions in excess of accumulated
earnings...................................... (77,934) (77,934)
Officers' notes................................. (10,632) (10,632)
Unearned compensation........................... (8,301) -- (8,301)
Accumulated other comprehensive loss............ (2,290) -- (2,290)
Treasury Stock.................................. -- (6,384) (6,384)
---------- --------- ----------
Partners' capital/Stockholder's equity.......... $ 415,550 $ (2,600) $ 315,241
========== ========= ==========
Total liabilities and partners'
capital/Stockholders' equity.................. $1,169,641 $ (2,600) $1,167,041
========== ========= ==========
</Table>

2. INVESTMENTS IN AND ADVANCES TO AFFILIATES:

Sun Home Services, Inc. ("SHS") sells and rents new and used homes in our
communities, manages a golf course, and provides activities and other services
and facilities for our residents. The Company owns one hundred percent (100%) of
the outstanding preferred stock of SHS, is entitled to ninety-five percent (95%)
of the operating cash flow, and accounts for its investment utilizing the equity
method of accounting. The

F-6

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

common stock is owned by one officer of Sun and the estate of a former officer
of Sun who collectively are entitled to receive five percent (5%) of the
operating cash flow.

Bingham Financial Services Corporation ("BFSC") was formed by the Company
in 1997 in response to demand for financing from purchasers and residents in the
Company's communities. As BFSC's business developed, its objectives and
opportunities expanded and the Company concluded that its business could be
operated and grown more effectively as a separate public entity. BFSC's initial
public offering occurred in November 1997. The Company has continued to provide
financial support to BFSC. In December 2001, the Company, through SHS, made a
$15 million equity investment in a newly formed company Origen Financial,
L.L.C., that was merged with Origen Financial, Inc., subsidiary of BFSC, as part
of the recapitalization of BFSC. As a result of this equity investment, the
Company owns approximately a thirty percent (30%) interest in the surviving
company ("Origen"), which company holds all of the operating assets of BFSC and
its subsidiaries. The Company wrote-off its remaining equity investment in
Origen of $13.6 million in the fourth quarter of 2002.

Through Sun Home Services, the Company and two other participants (one
unaffiliated and one affiliated with Gary A. Shiffman, the Company's Chief
Executive Officer and President) continue to provide financing to Origen and are
subject to the risks of being a lender. These risks include the risks relating
to borrower delinquency and default and the adequacy of the collateral for such
loans. This financing consists of a $48 million line of credit and a $10 million
term loan of which the Company's commitment is $35.5 million ($35.2 million and
$33.6 million was outstanding as of March 31, 2003 and December 31, 2002,
respectively). The line bears interest at a per annum rate equal to 700 basis
points over LIBOR, with a minimum interest rate of 11 percent and a maximum
interest rate of 15 percent. Of the Company's $35.5 million participation, $18
million is subordinate in all respects to the first $40.0 million funded under
the facility by the three participants. This line of credit is collateralized by
a security interest in Origen's assets, which is subordinate in all respects to
all institutional indebtedness of Origen, and a guaranty and pledge of assets by
BFSC.

Summarized combined financial information of the Company's equity
investments as of March 31, 2003, SHS and Origen, are presented below before
elimination of intercompany transactions.

<Table>

Revenues.................................................... $ 14,393
Expenses.................................................... (16,364)
Net income (loss)........................................... $ (1,971)
========
Sun's equity income (loss).................................. $ (171)
========
</Table>

3. RENTAL PROPERTY:

The following summarizes rental property (in thousands):

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2003 2002
---------- ------------

Land........................................................ $ 103,590 $ 101,926
Land improvements and buildings............................. 1,006,500 999,540
Furniture, fixtures, equipment.............................. 26,517 26,277
Land held for future development............................ 33,343 34,573
Property under development.................................. 11,595 12,521
---------- ----------
1,181,545 1,174,837
Accumulated depreciation.................................... (184,352) (175,477)
---------- ----------
Rental property, net...................................... $ 997,193 $ 999,360
========== ==========
</Table>

F-7

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During the three months ended March 31, 2003, the Company did not acquire
any rental properties.

4. NOTES AND OTHER RECEIVABLES (AMOUNTS IN THOUSANDS):

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2003 2002
--------- ------------

Mortgage and other notes receivable, primarily with minimum
monthly interest payments at LIBOR based floating rates of
approximately LIBOR + 3.0%, maturing at various dates
through August 2008, substantially collateralized by
manufactured home communities............................. $39,386 $38,420
Installment loans on manufactured homes with interest
payable monthly at a weighted average interest rate and
maturity of 8.2% and 20 years, respectively............... 11,431 11,633
Other receivables........................................... 5,951 6,276
Two notes of an officer of Sun, both of which (i) bear
interest at LIBOR + 1.75%, with a minimum and maximum
interest rate of 6% and 9%, respectively, and (ii) become
due in three equal installments on each of December 31,
2008, 2009 and 2010 (with certain prepayment obligations);
and one of which is limited in recourse to 40,000 shares
of Sun's common stock and 50% of any deficiency after
application of the proceeds of the sale of such shares.... 2,600 2,600
------- -------
$59,368 $58,929
======= =======
</Table>

At March 31, 2003 the maturities of mortgage and other notes receivables
are approximately as follows: 2003 -- $1.5 million; 2004 -- $19.4 million;
2006 -- $3.8 million; 2008 and after -- $14.7 million.

5. DEBT:

The following table sets forth certain information regarding debt (in
thousands):

<Table>
<Caption>
MARCH 31, DECEMBER 31,
2003 2002
--------- ------------

Bridge loan, at variable interest rate (2.617% at December
31, 2002), due April 30, 2003............................. $ 48,000 $ 48,000
Senior notes, interest at 7.625%, due May 1, 2003. ......... 85,000 85,000
Callable/redeemable notes, interest at 6.77%, due May 14,
2015, callable/redeemable May 16, 2005.................... 65,000 65,000
Senior notes, interest at 6.97%, due December 3, 2007....... 35,000 35,000
Senior notes, interest at 8.20%, due August 15, 2008........ 100,000 100,000
Collateralized term loan, due to FNMA, at variable interest
rate (2.17% at December 31, 2002) due May 2007,
convertible to a 5 to 10 year fixed rate loan............. 152,363 152,363
Collateralized term loan, interest at 7.01%, due September
9, 2007................................................... 42,062 42,206
Capitalized lease obligations, interest at 6.1%, due January
1, 2004................................................... 9,804 16,438
Mortgage notes, other....................................... 58,604 60,366
-------- --------
$595,833 $604,373
======== ========
</Table>

The collateralized term loans totaling $194,425 at March 31, 2003 are
secured by 22 properties comprising approximately 10,600 sites. The capitalized
lease obligations and mortgage notes are collateralized by 12 communities
comprising approximately 3,900 sites. At the lease expiration date of the
capitalized leases

F-8

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the Company has the right and intends to purchase the properties for the amount
of the then outstanding lease obligation. One of the capitalized lease
obligations matured on January 1, 2003 and was paid by the issuance of 41,700
Preferred OP Units, cash of approximately $860,000 and the assumption of
approximately $1,570,000 of debt, which was immediately retired.

The initial term of the variable rate FNMA debt is five years. The Company
has the option to extend such variable rate borrowings for an additional five
years and/or convert them to fixed rate borrowings with a term of five or ten
years, provided that in no event can the term of the borrowings exceed fifteen
years.

The Company has a $105 million unsecured line of credit of which $28.5
million was available to be drawn at March 31, 2003. Borrowings under the line
of credit bear interest at the rate of LIBOR plus 0.85% and mature July 2, 2005
with a one-year extension at the Company's option. The average interest rate of
outstanding borrowings under the line of credit at March 31, 2003 was 2.14
percent.

Subsequent to March 31, 2003 the Company issued $150 million of 5.75
percent senior notes, due April 15, 2010, in a private offering and used the
proceeds from the offering to retire the bridge loan of $48 million and senior
notes of $85 million due on April 30 and May 1, 2003, respectively. The
remaining $17 million was used to pay down the Company's line of credit.
Subsequent to May 15, 2003 the Company intends to file a registration statement
to exchange the unregistered notes for registered notes with substantially
identical terms.

The Company is the guarantor of $22.7 million in personal bank loans
maturing in 2004, made to directors, employees and consultants to purchase Sun's
common stock and OP units pursuant to the Company's Stock Purchase Plan. No
compensation expense was recognized in respect to the guarantees as the fair
value thereof was not material nor have there been any defaults.

6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:

The Company has entered into four derivative contracts consisting of three
interest rate swap agreements and an interest rate cap agreement. The Company's
primary strategy in entering into derivative contracts is to minimize the
variability that changes in interest rates could have on its future cash flows.
The Company generally employs derivative instruments that effectively convert a
portion of its variable rate debt to fixed rate debt and to cap the maximum
interest rate on its variable rate borrowings. The Company does not enter into
derivative instruments for speculative purposes.

The swap agreements are effective April 2003, and have the effect of fixing
interest rates relative to a collateralized term loan due to FNMA. One swap
matures in July 2009, with an effective fixed rate of 4.93 percent. A second
swap matures in July 2012, with an effective fixed rate of 5.37 percent. The
third swap matures in July 2007, with an effective fixed rate of 3.97 percent.
The third swap is effective as long as LIBOR is 7 percent or lower. The interest
rate cap agreement is effective April 2003 at a cap rate of 9.49 percent. The
notional increases over three months from $12.9 million to a final notional of
$152.4 million and has a termination date of April 3, 2006.

The Company has designated the first two swaps and the interest rate cap as
cash flow hedges for accounting purposes. These three hedges were highly
effective and had minimal effect on income. The third swap does not qualify as a
hedge for accounting purposes and, accordingly, the entire change in valuation
of $0.21 million is reflected as a component of interest expense in the
statements of income for the three months ended March 31, 2003.

In accordance with SFAS No. 133, the "Accounting for Derivative Instruments
and Hedging Activities," which requires all derivative instruments to be carried
at fair value on the balance sheet, the Company has recorded a liability of $3.0
million and $2.3 million as of March 31, 2003 and December 31, 2002,
respectively.

F-9

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

These valuation adjustments will only be realized if the Company terminates
the swaps prior to maturity. This is not the intent of the Company and,
therefore, the net of valuation adjustments through the various maturity dates
will approximate zero.

7. OTHER INCOME:

The components of other income are as follows for the periods ended March
31, 2003 and 2002 (in thousands):

<Table>
<Caption>
2003 2002
------ ------

Interest income............................................. $2,763 $1,258
Other income................................................ 179 661
------ ------
$2,942 $1,919
====== ======
</Table>

8. EARNINGS PER OP UNIT (IN THOUSANDS):

<Table>
<Caption>
FOR THE THREE MONTHS
---------------------
2003 2002
--------- ---------

Earnings used for basic and diluted earnings per OP unit
computation:.............................................. $ 7,253 $ 9,332
Total units used for basic earnings per OP unit............. 20,342 19,921
Dilutive securities:
Stock options and other................................... 126 216
Total units used for diluted earnings per OP unit
computation............................................... $20,468 $20,137
</Table>

Diluted earnings per OP unit reflect the potential dilution that would
occur if securities were exercised or converted into OP units.

9. RECENT ACCOUNTING PRONOUNCEMENTS:

In April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities." The statement
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statements No. 133, "Accounting for Derivative Instruments and
Hedging Activities." This Statement is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. In addition, all provisions of this Statement should be applied
prospectively. The provisions of this Statement that relate to Statement 133
Implementation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, should continue to be applied in accordance with their
respective effective dates. The adoption of this Statement is not expected to
have a significant impact on the financial position or results of the operations
of the Company.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." The objective of this
interpretation is to provide guidance on how to identify a variable interest
entity ("VIE") and determine when the assets, liabilities, non-controlling
interests and results of operations of a VIE need to be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity will need to consolidate the entity if the company's interest in the VIE
is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the VIE's expected residual returns, if they occur.
FIN 46 also requires additional disclosures by primary beneficiaries and other
significant variable interest holders. The provisions of this interpretation
became effective upon issuance with respect to VIEs created after January 31,
2003 and to VIEs in which a company

F-10

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

obtains an interest after that date. The provisions of this interpretation apply
in the first interim period beginning after June 15, 2003 (i.e., third quarter
of 2003) to VIEs in which a company holds a variable interest that it acquired
before February 1, 2003. The Company is in the process of assessing whether it
has an interest in any VIEs which may require consolidation in the third quarter
of 2003 pursuant to FIN 46. Entities that may be identified as VIEs include SHS
and Origen.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure," which provides guidance on how to
transition from the intrinsic value method of accounting for stock-based
employee compensation under APB 25 to SFAS 123's fair value method of
accounting, if a company so elects, and adds interim and annual disclosure. The
Company has elected not to adopt the fair value method of accounting for
stock-based employee compensation but has adopted the disclosure requirements of
SFAS 148.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies disclosures
that are required to be made certain guarantees and establishes a requirement to
record a liability at fair value for certain guarantees at the time of the
guarantee's issuance. The disclosure requirements of FIN 45 have been applied in
these financial statements. The requirement to record a liability applies to
guarantees issues or modified after December 31, 2002. The adoption of this
standard did not have a significant impact on the financial position or results
of operations of the Company.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The statement requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the statement include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operation, plant closing or other exit or disposal activity. The statement is to
be applied prospectively to exit or disposal activities initiated after December
31, 2002. The adoption of this statement did not have a significant impact on
the financial position or results of operations of the Company.

10. CONTINGENCIES

On April 9, 2003, T.J. Holdings, LLC ("TJ Holdings"), a member of
Sun/Forest, LLC ("Sun/Forest") (which, in turn, owns an equity interest in
SunChamp LLC), filed a complaint against the Company, SunChamp LLC, certain
other affiliates of the Company and two directors of Sun Communities, Inc. in
the Superior Court of Guilford County, North Carolina. The complaint alleges
that the defendants wrongfully deprived the plaintiff of economic opportunities
that they took for themselves in contravention of duties allegedly owed to the
plaintiff and purports to claim damages of $13.0 million plus an unspecified
amount for punitive damages. The Company believes the complaint and the claims
threatened therein have no merit and will defend it vigorously.

The Company is involved in various other legal proceedings arising in the
ordinary course of business. All such proceedings, taken together, are not
expected to have a material adverse impact in our results of operations or
financial condition.

F-11

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of Sun Communities
Operating Limited Partnership

In our opinion, based upon our audits and the report of other auditors, the
consolidated financial statements listed in the index appearing on page F-1
present fairly, in all material respects, the financial position of Sun
Communities Operating Limited Partnership and its subsidiaries at December 31,
2002 and 2001, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. In
addition, in our opinion, based on our audits and the report of the other
auditors, the financial statement schedule listed in the index appearing on page
F-1 presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
These financial statements and the financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on our audits. We did not audit the financial statements of Origen Financial,
L.L.C., an investee of the Company, which statements reflect total assets of
$227,748,000 at December 31, 2002 and total revenues of $20,835,000 for the year
ended December 31, 2002. Those statements were audited by other auditors whose
report thereon has been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for Origen Financial, L.L.C., is
based solely on the report of the other auditors. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for our
opinion.

As discussed in Note 11 to the consolidated financial statements, on
January 1, 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets".

/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------
PricewaterhouseCoopers LLP

Detroit, Michigan
March 12, 2003

F-12

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND 2001

<Table>
<Caption>
2002 2001
----------- ---------
(AMOUNTS IN THOUSANDS)

ASSETS
Investment in rental property, net.......................... $ 999,360 $829,174
Cash and cash equivalents................................... 2,664 4,587
Notes and other receivables................................. 58,929 78,132
Investments in and advances to affiliates................... 67,719 55,451
Other assets................................................ 37,904 29,705
---------- --------
Total assets........................................... $1,166,576 $997,049
========== ========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Line of credit............................................ $ 63,000 $ 93,000
Debt...................................................... 604,373 402,198
Accounts payable and accrued expenses..................... 16,120 17,683
Deposits and other liabilities............................ 8,461 8,929
---------- --------
Total liabilities...................................... 691,954 521,810
---------- --------
Series B Cumulative Preferred Operating Partnership Units
("Series B Units"), mandatory redeemable, 237 and 82
issued and outstanding for 2002 and 2001, respectively.... 18,195 8,175
Preferred Operating Partnership Units ("POP Units"),
redeemable, 1,326 issued and outstanding.................. 35,783 35,783
Partners' Capital:
Series A Perpetual Preferred Operating Partnership Units,
("Series A Units") unlimited authorized, 2,000 issued
and outstanding........................................ 50,000 50,000
Operating Partnership ("OP Units") unlimited authorized,
20,662 and 20,173 issued and outstanding in 2002 and
2001, respectively
General partner........................................ 332,605 339,240
Limited partners....................................... 48,512 49,040
Unearned compensation....................................... (8,622) (6,999)
Accumulated other comprehensive loss........................ (1,851) --
---------- --------
Total partners' capital................................ 420,644 431,281
---------- --------
Total liabilities and partners' capital................ $1,166,576 $997,049
---------- --------
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-13

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
2002 2001 2000
-------- -------- --------
(AMOUNTS IN THOUSANDS EXCEPT
FOR PER UNIT DATA)

REVENUES
Income from property...................................... $151,612 $138,687 $132,129
Other income.............................................. 10,684 14,401 13,498
-------- -------- --------
Total revenues........................................ 162,296 153,088 145,627
-------- -------- --------
EXPENSES
Property operating and maintenance........................ 33,387 28,972 28,408
Real estate taxes......................................... 10,542 9,492 9,083
Property management....................................... 2,502 2,746 2,934
General and administrative................................ 5,220 4,627 4,079
Depreciation and amortization............................. 38,525 33,320 30,487
Interest.................................................. 32,375 31,016 29,651
-------- -------- --------
Total expenses........................................ 122,551 110,173 104,642
-------- -------- --------
Income before equity income (loss) from affiliates,
distributions to Preferred OP Units, discontinued
operations, and gain from property dispositions, net...... 39,745 42,915 40,985
Equity income (loss) from affiliates........................ (16,627) 131 607
-------- -------- --------
Income before distributions to Preferred OP Units,
discontinued operations and gain from property
dispositions, net......................................... 23,118 43,046 41,592
Less distributions to Preferred OP Units.................... 7,803 8,131 7,826
-------- -------- --------
Income before discontinued operations and gain from property
dispositions, net......................................... 15,315 34,915 33,766
Income (loss) from discontinued operations.................. 322 (75) (89)
Gain from property dispositions, net........................ -- 4,275 4,801
-------- -------- --------
Earnings attributable to OP Units........................... $ 15,637 $ 39,115 $ 38,478
======== ======== ========
Earnings attributed to:
Continuing Operations:
General Partner......................................... $ 13,312 $ 33,975 $ 33,371
Limited Partners........................................ 2,003 5,215 5,196
Discontinued Operations:
General Partner......................................... 280 (65) (77)
Limited Partners........................................ 42 (10) (12)
-------- -------- --------
$ 15,637 $ 39,115 $ 38,478
======== ======== ========
Basic earnings per OP Unit outstanding:
Continuing operations..................................... $ 0.76 $ 1.96 $ 1.92
Discontinued operations................................... 0.01 -- --
-------- -------- --------
Net income................................................ $ 0.77 $ 1.96 $ 1.92
======== ======== ========
Diluted earnings per OP Unit outstanding:
Continuing operations..................................... $ 0.75 $ 1.95 $ 1.92
Discontinued operations................................... 0.02 -- --
-------- -------- --------
Net income................................................ $ 0.77 $ 1.95 $ 1.92
======== ======== ========
Weighted average OP Units outstanding:
Basic..................................................... 20,177 19,907 19,999
======== ======== ========
Diluted................................................... 20,363 20,089 20,085
======== ======== ========
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-14

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
2002 2001 2000
------- ------- -------
(AMOUNTS IN THOUSANDS)

Earnings attributable to OP Units........................... $15,637 $39,115 $38,478
Unrealized losses on interest rate swaps.................... (1,851) -- --
------- ------- -------
Comprehensive income........................................ $13,786 $39,115 $38,478
======= ======= =======
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-15

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
GENERAL LIMITED UNEARNED ACCUMULATED OTHER
PARTNERSHIP PARTNERSHIP COMPENSATION COMPREHENSIVE LOSS
----------- ----------- ------------ ------------------
(AMOUNTS IN THOUSANDS EXCEPT FOR PER UNIT DATA)

Balance, January 1, 2000................. $346,417 $52,051 $(5,459) $ --
Issuance (disposition) of OP Units,
net.................................... (16)
Net contributions........................ 420
Earnings attributable to OP Units........ 33,294 5,184
Distributions declared of $2.10 per OP
Unit................................... (36,717) (5,657)
Reclassification and conversion of
limited partnership interests.......... (34) 34
Amortization............................. 713
-------- ------- ------- -------
Balance, December 31, 2000............... 343,380 51,596 (4,746)
Issuance (disposition) of OP Units,
net.................................... (19)
Net contributions (withdrawals).......... (1,830)
Earnings attributable to OP Units........ 33,910 5,205
Distributions declared of $2.18 per OP
Unit................................... (38,161) (5,801)
Reclassification and conversion of
limited partnership interests.......... 1,941 (1,941)
Issuance of General Partner's restricted
common stock awards, net............... (3,188)
Amortization............................. 935
-------- ------- ------- -------
Balance, December 31, 2001............... 339,240 49,040 (6,999) --
Net contributions........................ 17,712 6,854
Earnings attributable to OP Units........ 13,592 2,045
Distributions declared of $2.29 per OP
Unit................................... (41,427) (5,939)
Reclassification and conversion of
limited partnership interests.......... 3,488 (3,488)
Issuance of General Partner's restricted
common stock awards, net............... (2,767)
Amortization............................. 1,144
Unrealized loss on interest rate swaps... (1,851)
-------- ------- ------- -------
Balance, December 31, 2002............... $332,605 $48,512 $(8,622) $(1,851)
======== ======= ======= =======
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-16

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

<Table>
<Caption>
2002 2001 2000
--------- -------- --------
(AMOUNTS IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES
Earnings attributable to OP Units......................... $ 15,637 $ 39,115 $ 38,478
Adjustments to reconcile earnings attributable to OP Units
to cash provided by operating activities:
Gain from property dispositions, net................... -- (4,275) (4,801)
Operating income included in discontinued operations... 11 121 95
Income (loss) from discontinued operations............. (322) 75 89
Depreciation and amortization costs.................... 38,525 33,320 30,487
Amortization of deferred financing costs............... 1,231 1,065 943
Reduction in book value of investments................. 13,881 -- --
Increase in other assets.................................. (15,973) (4,879) (7,480)
Increase (decrease) in accounts payable and other
liabilities............................................ (2,031) 1,329 (1,133)
--------- -------- --------
Net cash provided by operating activities.............. 50,959 65,871 56,678
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in rental properties........................... (87,283) (70,331) (57,832)
Proceeds related to property dispositions................. 3,288 17,331 34,460
Investment in and advances to affiliates.................. (51,782) (20,056) 675
Investment in notes receivable, net....................... (33,397) 37,968 (46,577)
--------- -------- --------
Net cash used in investing activities.................. (169,174) (35,088) (69,274)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions (withdrawals)....................... 14,102 (5,101) 404
Borrowings (repayments) on line of credit, net............ (30,000) 81,000 (35,000)
Proceeds from notes payable and other debt................ 200,363 -- 100,000
Repayments on notes payable and other debt................ (18,488) (76,599) (2,056)
Payments for deferred financing costs..................... (2,914) -- (1,242)
Distributions............................................. (46,771) (43,962) (42,374)
--------- -------- --------
Net cash provided by (used in) financing activities.... 116,292 (44,662) 19,732
--------- -------- --------
Net increase (decrease) in cash and cash equivalents...... (1,923) (13,879) 7,136
Cash and cash equivalents, beginning of year.............. 4,587 18,466 11,330
--------- -------- --------
Cash and cash equivalents, end of year.................... $ 2,664 $ 4,587 $ 18,466
========= ======== ========
SUPPLEMENTAL INFORMATION
Cash paid for interest including capitalized amounts of
$2,915, $3,704 and $3,148 in 2002, 2001 and 2000,
respectively........................................... $ 34,830 $ 34,048 $ 31,882
Noncash investing and financing activities:
Debt assumed for rental properties..................... 20,653 26,289 --
Issuance of partnership units for rental properties.... 4,500 4,612 3,564
Issuance of partnership units to retire capitalized
lease obligations.................................... 5,520 -- --
SunChamp assets acquired............................... 92,410 -- --
SunChamp liabilities assumed........................... 86,210 -- --
Note issued for SunChamp equity........................ 6,200 -- --
Restricted common stock issued as unearned compensation
by the general partner, net.......................... 2,767 3,188 --
Notes receivable reclassified to advances to
affiliates........................................... -- 11,210 --
Property acquired (sold) in satisfaction of note
receivable........................................... -- 1,338 (8,614)
</Table>

The accompanying notes are an integral part of the consolidated financial
statements.
F-17

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000

1. BASIS OF PRESENTATION:

Sun Communities Operating Limited Partnership (the "Company") owns and
operates or finances manufactured housing community properties. Sun Communities,
Inc. ("Sun"), a self-administered and self-managed Real Estate Investment Trust
with no independent operations of its own, is the sole general partner of the
Company. As general partner, Sun has unilateral control and complete
responsibility for management of the Company. Pursuant to the terms of the
Company's partnership agreement, the Company is required to reimburse Sun for
the net expenses incurred by Sun. The amounts reimbursed by the Company are
reflected in the statement of income as general and administrative expenses. The
balance sheet of Sun as of December 31, 2002 is identical to the accompanying
Company balance sheet, except as follows:

<Table>
<Caption>
AS PRESENTED
HEREIN SUN COMMUNITIES, INC.
DECEMBER 31, 2002 ADJUSTMENTS DECEMBER 31, 2002
----------------- ----------- ---------------------
(AMOUNTS IN THOUSANDS)

Notes and other receivables................... $ 58,929 $ (2,600) $ 56,329
========== ========= ==========
Total assets.................................. $1,166,576 $ (2,600) $1,163,976
========== ========= ==========
Minority interests............................ -- 152,490 $ 152,490
==========
Series B Units................................ $ 18,195 (18,195)
POP Units..................................... 35,783 (35,783)
Series A Units................................ 50,000 (50,000)
General partner............................... 332,605 (332,605)
Limited partners.............................. 48,512 (48,512)
Common stock.................................. 183 $ 183
Additional paid-in capital.................... 420,683 420,683
Unearned compensation......................... (8,622) -- (8,622)
Accumulated other comprehensive loss.......... (1,851) (1,851)
Distributions in excess of accumulated
earnings.................................... (73,774) (73,774)
Officers' notes............................... (10,703) (10,703)
Treasury stock................................ (6,384) (6,384)
---------- --------- ----------
Partners' capital/Stockholders' equity...... $ 420,644 $ (2,600) $ 319,532
========== ========= ==========
Total liabilities and partners'
capital/Stockholders' equity................ $1,166,576 $ (2,600) $1,163,976
========== ========= ==========
</Table>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a. Business: The Company owns and operates 129 manufactured housing
communities at December 31, 2002 located in seventeen states concentrated
principally in the Midwest and Southeast comprising approximately 43,959
developed sites and approximately 7,642 sites suitable for development.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.

F-18

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

b. Principles of Consolidation: The accompanying financial statements
include the accounts of the Company and all its wholly and 99 percent owned
subsidiary partnerships and limited liability companies. All significant
inter-entity balances and transactions have been eliminated in consolidation.
The limited partnership interests are adjusted to their relative ownership
interest by reclassification to/from general partnership interests. Minority
interests represented by Sun's one percent indirect interest in the
aforementioned subsidiaries are not separately recognized in the Company's
financial statements, but rather are included in general and administrative
expenses since the amounts involved are immaterial.

c. Rental Property: Rental property is recorded at cost, less accumulated
depreciation. Management evaluates the recoverability of its investment in
rental property whenever events or changes in circumstances such as recent
operating results, expected net operating cash flow and plans for future
operations indicate that full asset recoverability is questionable.

The Company measures the recoverability of its assets in accordance with
the Statement of Financial Accounting Standards No. 144 ("SFAS 144"),
"Accounting for the Impairment or Disposal of Long Lived Assets." If such assets
were deemed to be impaired as a result of this measurement, the impairment that
would be recognized is measured by the amount by which the carrying amount of
the asset exceeds the fair value of the asset as determined on a discounted net
cash flow basis. No such impairment existed as of December 31, 2002.

Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets. Useful lives are 30 years for land improvements and
buildings and 7 to 15 years for furniture, fixtures and equipment.

Expenditures for ordinary maintenance and repairs are charged to operations
as incurred and significant renovations and improvements, which improve and/or
extend the useful life of the asset, are capitalized and depreciated over their
estimated useful lives. Construction costs related to development of new
communities or expansion sites, including interest, are capitalized until the
property is substantially complete. The Company capitalizes certain costs
(including interest and other costs) incurred in connection with the
development, redevelopment, capital enhancement and leasing of its properties.

d. Cash and Cash Equivalents: The Company considers all highly liquid
investments with an initial maturity of three months or less to be cash and cash
equivalents.

e. Notes Receivable: The Company evaluates the recoverability of its
receivables whenever events occur or there are changes in circumstances such
that management believes it is probable that it will be unable to collect all
amounts due according to the contractual terms of the loan and lease agreements.
The collectibility of loans is measured based on the present value of the
expected future cash flow discounted at the loan's effective interest rate or
the fair value of the collateral if the loan is collateral dependent. At
December 31, 2002 the reserve for uncollectable accounts receivable from
residents was $0.15 million.

f. Investments in and Advances to Affiliates: Sun Home Services ("SHS")
sells and rents new and used homes in our communities, manages a golf course,
and provides activities and other services and facilities for our residents.
Through the Operating Partnership, the Company owns one hundred percent (100%)
of the outstanding preferred stock of SHS, is entitled to ninety-five percent
(95%) of the operating cash flow, and accounts for its investment utilizing the
equity method of accounting. The common stock is owned by one officer of the
Company and the estate of a former officer of the Company who collectively are
entitled to receive five percent (5%) of the operating cash flow.

Bingham Financial Services Corporation ("BFSC") was formed by Sun in 1997
in response to demand for financing from purchasers and residents in the
Company's communities. As BFSC's business developed, its
F-19

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

objectives and opportunities expanded and the Company concluded that its
business could be operated and grown more effectively as a separate public
entity. BFSC's initial public offering occurred in November 1997. The Company
has continued to provide financial support to BFSC. In December 2001, the
Company, through SHS, made a $15 million equity investment in a newly formed
company Origen Financial, L.L.C., that was merged with Origen Financial, Inc.,
subsidiary of BFSC, as part of the recapitalization of BFSC. As a result of this
equity investment, the Company owns approximately a thirty percent (30%)
interest in the surviving company ("Origen"), which company holds all of the
operating assets of BFSC and its subsidiaries. The Company wrote-off its
remaining investment in Origen of $13.6 million in the fourth quarter of 2002
after an extensive analysis of the investment.

Through Sun Home Services, the Company and two other participants (one
unaffiliated and one affiliated with Gary A. Shiffman, the Company's Chief
Executive Officer and President) continue to provide financing to Origen and are
subject to the risks of being a lender. These risks include the risks relating
to borrower delinquency and default and the adequacy of the collateral for such
loans. This financing consists of a $48 million line of credit and a $10 million
term loan of which the Company's commitment is $35.5 million ($33.6 million was
outstanding as of December 31, 2002). The line bears interest at a per annum
rate equal to 700 basis points over LIBOR, with a minimum interest rate of 11
percent and a maximum interest rate of 15 percent. Of the Company's $35.5
million participation, $18 million is subordinate in all respects to the first
$40.0 million funded under the facility by the three participants. This line of
credit is collateralized by a security interest in Origen's assets, which is
subordinate in all respects to all institutional indebtedness of Origen, and a
guaranty and pledge of assets by BFSC.

Summarized combined financial information of the Company's equity
investments as of December 31, 2002, SHS and Origen, are presented below before
elimination of intercompany transactions. SunChamp, which is consolidated in the
Company's financial statements as of December 31, 2002, is not included in the
table.

F-20

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<Table>
<Caption>
2002 2001
-------- --------

Loans receivable, net....................................... $173,764 $127,412
Due from Origen............................................. 33,560 --
SHS other assets............................................ 41,638 36,281
Origen other assets......................................... 53,984 49,813
-------- --------
Total assets........................................... $302,946 $213,506
======== ========
Advances under repurchase agreements........................ $141,085 $105,564
Due to SHS.................................................. 33,560 --
Due to Sun Communities...................................... 67,719 39,660
SHS other liabilities....................................... 25,804 8,748
Origen other liabilities.................................... 42,799 20,634
-------- --------
Total liabilities...................................... 310,967 174,606
-------- --------
Equity (deficit)............................................ (8,021) 38,900
-------- --------
Total liabilities and equity........................... $302,946 $213,506
======== ========
Revenues.................................................... $ 27,572 $ 29,274(1)
Expenses.................................................... 74,143 29,675(1)
-------- --------
Net loss.................................................... $(46,571) $ (401)
======== ========
Sun's equity income (loss).................................. $(15,925) $ 131
======== ========
</Table>

- ---------------

(1) Includes Origen's financial data for the period from December 19, 2001 to
December 31, 2001.

SHS currently has significant deferred tax assets, which are subject to
periodic recoverability assessments. Realization of these deferred tax assets is
principally dependent upon SHS's achievement of projected future taxable income.
Judgments regarding future profitability may change due to future market
conditions, SHS's ability to continue to successfully execute its business plan
and other factors. These changes, if any, may require possible material
adjustments to these deferred tax asset balances. At December 31, 2002, Sun Home
Services has deferred tax assets of $2.4 million, net of a valuation allowance
of $5.1 million.

g. Revenue Recognition: Rental income attributable to leases is recorded
on a straight-line basis when earned from tenants. Leases entered into by
tenants generally range from month-to-month to one year and are renewable by
mutual agreement of the Company and resident or, in some cases, as provided by
state statute.

h. Other Capitalized Costs: Certain expenditures to dealers and residents
related to obtaining lessees in our communities are capitalized and amortized
over a seven year period; shorter than average resident's occupancy and the
average term that the home is in the community. Costs associated with
implementing the Company's new computer systems are capitalized and amortized
over the estimated useful lives of the related software and hardware.

i. Fair Value of Financial Instruments: The carrying values of cash and
cash equivalents, escrows, receivables, accounts payable, accrued expenses and
other assets and liabilities are reasonable estimates of their fair values
because of the shorter maturities of these instruments. The fair value of the
Company's longterm indebtedness, which is based on the estimates of management
and on rates currently quoted and rates currently prevailing for comparable
loans and instruments of comparable maturities, exceeds the aggregate carrying
value by approximately $86.1 million at December 31, 2002.

j. Derivative Instruments and Hedging Activities: The Company has entered
into three derivative contracts. The Company's primary strategy in entering into
derivative contracts is to minimize the variability

F-21

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

that changes in interest rates could have on its future cash flows. The Company
generally employs derivative instruments that effectively convert a portion of
its variable rate debt to fixed rate debt. The Company does not enter into
derivative instruments for speculative purposes.

The Company has entered into three interest rate swap agreements for an
aggregate notional amount of $75 million. The agreements are effective April
2003, and have the effect of fixing interest rates relative to a collateralized
term loan due to FNMA. One swap matures in July 2009, with an effective fixed
rate of 4.93%. A second swap matures in July 2012, with an effective fixed rate
of 5.37%. The third swap matures in July 2007, with an effective fixed rate of
3.97%. The third swap is effective as long as LIBOR is 7% or lower.

The Company has designated the first two swaps as cash flow hedges for
accounting purposes. These two hedges were highly effective and had minimal
effect on income. The third swap does not qualify as a hedge for accounting
purposes and, accordingly, the entire change in valuation of $0.45 million is
reflected as a component of interest expense in the statements of income.

In accordance with SFAS No. 133, the "Accounting for Derivative Instruments
and Hedging Activities," which requires all derivative instruments to be carried
at fair value on the balance sheet, the Company has recorded all three interest
rate swaps totaling a liability of $2.3 million as of December 31, 2002.

k. Stock Options: The General Partner accounts for its stock options using
the intrinsic value method contained in APB Opinion No. 25. "Accounting for
Stock Issued to Employees." If the General Partner had accounted for awards
using the methods contained in FASB Statement No. 123, "Accounting for Stock-
Based Compensation", net income and earnings per share would have been presented
as follows for the years ended December 31, 2002, 2001 and 2000:

<Table>
<Caption>
2002 2001 2000
------- ------- -------

Earnings attributable to OP Units as reported........... $15,637 $39,115 $38,478
Additional compensation expense under fair value
method................................................ (548) (370) (231)
------- ------- -------
Pro forma earnings attributable to OP Units............. $15,089 $38,745 $38,247
======= ======= =======
Earnings per OP Unit (Basic), as reported............... $ 0.77 $ 1.96 $ 1.92
======= ======= =======
Earnings per OP Unit (Basic), pro forma................. $ 0.75 $ 1.95 $ 1.91
======= ======= =======
Earnings per OP Unit (Diluted), as reported............. $ 0.76 $ 1.94 $ 1.91
======= ======= =======
Earnings per OP Unit (Diluted), pro forma............... $ 0.74 $ 1.93 $ 1.90
======= ======= =======
</Table>

l. Reclassifications: Certain 2001 and 2000 amounts have been reclassified
to conform with the 2002 financial statement presentation. Such
reclassifications had no effect on results of operations as originally
presented.

m. Taxes: As a Partnership, the Company does not pay federal or state
income taxes.

F-22

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. RENTAL PROPERTY:

<Table>
<Caption>
AT DECEMBER 31,
----------------------
2002 2001
---------- ---------
(AMOUNTS IN THOUSANDS)

Land........................................................ $ 101,926 $ 83,954
Land improvements and buildings............................. 999,540 831,963
Furniture, fixtures, equipment.............................. 26,277 21,432
Land held for future development............................ 34,573 16,810
Property under development.................................. 12,521 15,777
---------- ---------
$1,174,837 $ 969,936
Less accumulated depreciation.......................... (175,477) (140,762)
---------- ---------
$ 999,360 $ 829,174
========== =========
</Table>

Land improvements and buildings consist primarily of infrastructure, roads,
landscaping, clubhouses, maintenance buildings and amenities. Included in rental
property at December 31, 2002 and 2001 are net carrying amounts related to
capitalized leases of $17.9 million and $28.6 million, respectively.

During 2002, the Company acquired one stabilized community, comprising 552
developed sites, for $21.3 million and three development communities, comprising
930 developed sites and 538 sites available for development, for $48.6 million
consisting of cash of approximately $23.1 million, Preferred Units of
approximately $4.5 million and assumption of debt of approximately $21.0
million. During 2001, the Company acquired five communities comprising 2,332
developed sites for $55.8 million and two development communities comprising
1,273 sites, for $4.3 million.

In December 2002, the Company purchased the ownership interest of Champion
Enterprises in SunChamp LLC, a joint venture to develop eleven new communities
in Texas, North Carolina, Ohio and Indiana, for approximately $6.2 million,
payable pursuant to a 7-year promissory note (a) bearing interest at 3.46% per
annum, (b) requiring no principal or interest payments until maturity (other
than a one-time prepayment of interest in the amount of approximately $270,000
at closing), and (c) providing that all payment obligations are subordinate in
all respects to the return of the members' equity (including the gross book
value of the acquired entity) plus a preferred return. As a result of this
acquisition, the Company owns approximately 59% of SunChamp. SunChamp is
consolidated on the Company's balance sheet as of December 31, 2002; previously
SunChamp was accounted for using the equity method. In addition, in September
2002, the Company acquired the senior lender's entire right, title and interest
in and to SunChamp's construction loan for a purchase price equal to 89% of the
outstanding indebtedness thereof, which constitutes a discount of approximately
$5.8 million.

These transactions have been accounted for as purchases, and the statements
of income include the operations of the acquired communities from the dates of
their respective acquisitions. As of December 31, 2002, in conjunction with a
1993 acquisition, the Company is obligated to issue $7.4 million of OP Units
through 2009 based on the per share market value of the Company's stock on the
issuance date. This obligation was accounted for as part of the purchase price
of the original acquisition.

In February 2002, the Company sold a manufactured home community in Florida
consisting of 227 sites of which 131 were occupied, for cash of approximately
$3.3 million, resulting in a gain of $0.4 million on the sale. The gain has been
included in discontinued operations and all periods presented have been revised
to reflect discontinued operations. The adoption of this requirement did not
have an impact on net income available to common shareholders.

F-23

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. NOTES AND OTHER RECEIVABLES:

<Table>
<Caption>
AT DECEMBER 31,
-----------------
2002 2001
------- -------
(AMOUNTS IN
THOUSANDS)

Mortgage and other notes receivable, primarily with minimum
monthly interest payments at LIBOR based floating rates of
approximately LIBOR + 2.0%, maturing at various dates from
July 2003 through August 2008, substantially
collateralized by manufactured home communities........... $38,420 $48,310
Installment loans collateralized by manufactured homes with
interest payable monthly at an effective weighted average
interest rate and maturity of 8.2% and 20 years,
respectively.............................................. 11,633 13,475
Other receivables........................................... 6,276 13,747
Two notes of an officer of the General Partner, both of
which (i) bear interest at LIBOR + 1.75%, with a minimum
and maximum interest rate of 6% and 9%, respectively, and
(ii) become due in three equal installments on each of
December 31, 2008, 2009 and 2010 (with certain prepayment
obligations); and one of which is limited in recourse to
40,000 shares of the General Partner's common stock and
50% of any deficiency after application of the proceeds of
the sale of such shares................................... 2,600 2,600
------- -------
$58,929 $78,132
======= =======
</Table>

At December 31, 2002, the maturities of mortgage notes and other
receivables are approximately as follows: 2003 -- $1.5 million; 2004 -- $18.4
million; 2006 and after -- $18.5 million.

5. DEBT AND LINE OF CREDIT:

The following table sets forth certain information regarding debt:

<Table>
<Caption>
AT DECEMBER 31,
-----------------------
2002 2001
---------- ----------
(AMOUNTS IN THOUSANDS)

Bridge loan, at variable interest rate (2.617% at December
31, 2002), due April 30, 2003............................. $ 48,000 $ --
Senior notes, interest at 7.625%, due May 1, 2003........... 85,000 85,000
Callable/redeemable notes, interest at 6.77%, due May 14,
2015, callable/redeemable May 16, 2005.................... 65,000 65,000
Senior notes, interest at 6.97%, due December 3, 2007....... 35,000 35,000
Senior notes, interest at 8.20%, due August 15, 2008........ 100,000 100,000
Collateralized term loan, due to FNMA, at variable interest
rate (2.17% at December 31, 2002) due May 2007,
convertible to a 5 to 10 year fixed rate loan............. 152,363 --
Collateralized term loan, interest at 7.01%, due September
9, 2007................................................... 42,206 42,820
Capitalized lease obligations, interest at 6.1%, due through
January 2004.............................................. 16,438 26,045
Mortgage notes, other....................................... 60,366 48,333
-------- --------
$604,373 $402,198
======== ========
</Table>

F-24

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The collateralized term loans totaling $194,569 are secured by 22
properties comprising approximately 11,000 sites. The capitalized lease
obligations and mortgage notes are collateralized by 15 communities comprising
approximately 4,300 sites. At the lease expiration date of the capitalized
leases the Company has the right and intends to purchase the properties for the
amount of the then outstanding lease obligation. One of the capitalized lease
obligations matured on January 1, 2003 and was paid by the issuance of 41,700
Preferred OP Units, cash of approximately $860,000 and the assumption of
approximately $1,570,000 of debt, which was immediately retired.

There are various covenants included in the senior notes and line of credit
including limitations on the amount of debt which may be incurred, the amount of
secured debt, and various financial ratios. At December 31, 2002, the Company
can incur approximately $25.0 million of additional aggregate debt, and of the
Company's total debt, $460.0 million may be secured debt.

At December 31, 2002, the maturities of debt, excluding the line of credit,
during the next five years are approximately as follows: 2003 -- $141.5 million;
2004 -- $33.7 million; 2005 -- $66.4 million: 2006 -- $12.3 million;
2007 -- $76.6 million.

In July 2002, the Company refinanced its line of credit at $85 million. The
Company had $22 million of this facility available to borrow at December 31,
2002. Subsequent to year-end, the Company increased this line of credit to $105
million. Borrowings under the line of credit bear interest at the rate of LIBOR
plus 0.85% and mature July 2, 2005 with a one-year extension at the Company's
option. The average interest rate of outstanding borrowings under the line of
credit at December 31, 2002 was 2.27%.

The Company has a bridge loan of $48 million and senior notes of $85
million due on April 30 and May 1, 2003, respectively. It is the Company's
expectation that these obligations will be retired utilizing the proceeds from
the issuance of additional debt.

The Company is the guarantor of $22.7 million in personal bank loans
maturing in 2004, made to directors, employees and consultants of the Company
and General Partner to purchase shares of the General Partner's common stock or
OP units pursuant to the Company's Stock Purchase Plan. No compensation expense
was recognized in respect to the guarantees as the fair value thereof was not
material nor have there been any defaults.

F-25

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. SUN'S STOCK OPTIONS:

Data pertaining to stock option plans are as follows:

<Table>
<Caption>
2002 2001 2000
------------- ------------- -------------

Options outstanding, January 1......... 1,090,794 1,109,250 1,121,000
Options granted........................ 7,500 137,900 17,500
Option price........................... $34.92 $27.03-$32.81 $35.37
Options exercised...................... 97,665 59,773 16,667
Option price........................... $20.13-$35.39 $22.75-$33.75 $28.64-$30.03
Options forfeited...................... 24,862 96,583 12,583
Option price........................... $27.03-$32.75 $27.03-$33.82 $30.03-$33.75
Options outstanding, December 31....... 975,767(a) 1,090,794 1,109,250
Option price........................... $20-$35.39 $20-$35.39 $20-$35.39
Options exercisable, December 31....... 834,249(a) 823,227 827,329
</Table>

- ---------------

(a) There are 324,854 and 284,359 options outstanding and exercisable,
respectively, with exercise prices ranging from $20.00-$27.99 with a
weighted average life of 3.7 years related to the outstanding options. The
weighted average exercise price for these outstanding and exercisable
options is $24.02 and $23.59, respectively. There are 650,913 and 549,890
options outstanding and exercisable, respectively, with exercise prices
ranging from $28.00-$35.39 with a weighted average life of 5.4 years related
to the outstanding options. The weighted average exercise price for these
outstanding and exercisable options is $30.73 and $30.34, respectively.

Sun's stock option plans provide for up to 2.2 million shares of common
stock that may be granted to directors, executive officers and other key
employees of Sun or the Company. At December 31, 2002, 150,519 shares of common
stock were available for the granting of options. Options are granted at fair
market value and generally vest over a two-year period and may be exercised for
10 years after date of grant. In addition, the General Partner established a
Long-Term Incentive Plan in 1997 for certain employees granting 167,918 options
which become exercisable in equal installments in 2002-2004.

The Company has opted to measure compensation cost utilizing the intrinsic
value method. The fair value of each option grant was estimated as of the date
of grant using the Black-Scholes option-pricing model with the following
assumptions for options granted:

<Table>
<Caption>
2002 2001 2000
----- ----- -----

Estimated fair value per share of options granted during
year.................................................... $4.42(l) $6.19 $2.43
Assumptions:
Annualized dividend yield............................... 5.9%(1) 5.9% 7.1%
Common stock price volatility........................... 16.4%(1) 16.4% 15.3%
Risk-free rate of return................................ 5.3%(1) 5.3% 6.4%
Expected option term (in years)......................... 7 4 6
</Table>

- ---------------

(1) 2002 based on valuation as of April 2001, due to insignificant option
issuance in 2002.

7. PARTNERS' CAPITAL:

There are approximately $18.2 million of Series B Units outstanding at
December 31, 2002 with mandatory dividends at rates ranging from 6.85 percent to
9.19 percent and maturing between 2006 and 2012 with redemption prices of either
$45 or $100.

F-26

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company issued 2 million Series A Units at $25 per unit in September
1999 bearing an annual coupon rate of 8.875 percent. The Series A Units may be
called by the Company at par on or after September 29, 2004, have no stated
maturity or mandatory redemption and are convertible into Sun's preferred stock
under certain circumstances.

The terms of the POP Units issued at $27 per unit were renegotiated
effective December 31, 2001. The conversion price is $68 per unit and the annual
coupon rate is 7.0 percent for the first two years followed by a variable rate
ranging from 6.5 percent to 8.5 percent with mandatory redemption on January 2,
2014.

In July 2002, and in March 2001, the Company's General Partner issued
restricted stock awards of 70,000 at $39.53 per share, and 99,422 at $33.00 per
share, respectively, to officers and certain employees which are being amortized
over their five to ten year vesting period. Compensation cost recognized in
income for all restricted stock awards was $1.1 million, $0.9 million and $0.7
million in 2002, 2001 and 2000, respectively.

8. OTHER INCOME:

The components of other income are as follows for the years ended December
31, 2002, 2001 and 2000:

<Table>
<Caption>
2002 2001 2000
------- ------- -------
(AMOUNTS IN THOUSANDS)

Interest income......................................... $ 8,380 $10,706 $ 9,385
Other income............................................ 2,304 3,695 4,113
------- ------- -------
$10,684 $14,401 $13,498
======= ======= =======
</Table>

9. EARNINGS PER OP UNIT:

<Table>
<Caption>
2002 2001 2000
------- ------- -------
(AMOUNTS IN THOUSANDS)

Earnings used for basic and diluted earnings per OP Unit
computation........................................... $15,637 $39,115 $38,478
======= ======= =======
Total units used for basic earnings per OP Unit......... 20,177 19,907 19,999
Dilutive securities:
Stock options......................................... 186 182 86
------- ------- -------
Total shares used for diluted earnings per OP Unit
computation........................................ 20,363 20,089 20,085
======= ======= =======
</Table>

Diluted earnings per OP Unit reflect the potential dilution that would
occur if securities were exercised or converted into OP Units. Included in basic
and diluted earnings per OP Unit from continuing operations in the Consolidated
Statements of Income is $0.21 and $0.24 related to gains from property
dispositions in 2001 and 2000, respectively.

F-27

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. QUARTERLY FINANCIAL DATA (UNAUDITED):

The following unaudited quarterly amounts are in thousands, except for per
unit amounts:

<Table>
<Caption>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------

2002
Total revenues................................. $40,905 $40,021 $40,843 $40,527
Total expenses................................. $29,754 $29,079 $30,787 $32,931
Earnings (loss) attributable to OP Units(b).... $ 9,332 $ 8,035 $ 6,648 (8,378)
Weighted average OP Units...................... 19,921 20,134 20,323 20,329
Earnings (loss) per OP Unit-basic.............. $ 0.47 $ 0.40 $ 0.33 $ (0.41)
2001
Total revenues................................. $38,844 $38,090 $37,792 $38,362
Total revenues as previously reported(c)....... $39,091 $38,148 $38,309 $38,006
Total expenses................................. $27,721 $27,164 $27,059 $28,229
Total expenses as previously reported(c)....... $27,827 $27,263 $27,160 $28,333
Earnings attributable to OP Units(a)........... $12,805 $ 9,602 $ 9,092 $ 7,616
Weighted average OP Units...................... 20,025 19,856 19,863 19,885
Earnings per OP Unit-basic..................... $ 0.64 $ 0.48 $ 0.46 $ 0.38
</Table>

- ---------------

(a) Net income includes net gains on the disposition of properties of $3,517 in
the first quarter of 2001 and $758 in the second quarter of 2001.

(b) Included in net income for the fourth quarter of 2002 is the write-off of
$13.6 million pertaining to the Company's investment in Origen.

(c) Revenues and expenses have been restated to conform with SFAS 144 which
requires operations of properties sold or held for sale to be reclassified
as discontinued operations.

11. RECENT ACCOUNTING PRONOUNCEMENTS:

In January 2003, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 46 ("FIN No. 46"), "Consolidation of Variable Interest
Entities." The objective of this interpretation is to provide guidance on how to
identify a variable interest entity ("VIE") and determine when the assets,
liabilities, non-controlling interests and results of operations of a VIE need
to be included in a company's consolidated financial statements. A company that
holds variable interests in an entity will need to consolidate the entity if the
company's interest in the VIE is such that the company will absorb a majority of
the VIE's expected losses and/or receive a majority of the VIE's expected
residual returns, if they occur. FIN No. 46 also requires additional disclosures
by primary beneficiaries and other significant variable interest holders. The
provisions of this interpretation became effective upon issuance with respect to
VIEs created after January 31, 2003 and to VIEs in which a company obtains an
interest after that date. The provisions of this interpretation apply in the
first interim period beginning after June 15, 2003 (i.e., third quarter of 2003)
to VIEs in which a company holds a variable interest that it acquired before
February 1, 2003. The Company is in the process of assessing whether it has an
interest in any VIEs which may require consolidation in the third quarter of
2003 pursuant to FIN No. 46. Summarized financial information for entities which
may be identified as VIEs is included in Note 2 of notes to the financial
statements.

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

for stock-based employee compensation under APB 25 to SFAS 123's fair value
method of accounting, if a company so elects. The adoption of this standard did
not have a significant impact on the financial position or results of operations
of the Company.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 clarifies disclosures
that are required to be made certain guarantees and establishes a requirement to
record a liability at fair value for certain guarantees at the time of the
guarantee's issuance. The disclosure requirements of FIN No. 45 have been
applied in these financial statements. The requirement to record a liability
applies to guarantees issued or modified after December 31, 2002. The Company
does not expect the requirements of FIN 45 to have a significant impact on the
financial position or results of operations of the Company.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of LongLived Assets." This Statement supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business
(as previously defined in that Opinion). The provisions of this SFAS 144 are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years, with early
application encouraged. The provisions of this standard are generally to be
applied prospectively. During the first quarter of 2002, the Company sold Kings
Pointe Mobile Home Park, located in Winter Haven, Florida, for approximately
$3.4 million. In accordance with SFAS 144, the Company's consolidated statements
of income and consolidated statements of cash flow have been revised from those
originally reported for the years ended December 31, 2001 and 2000 to separately
reflect the results of discontinued operations for this property. These results
were previously included in income from operations. These revisions had no
impact on the Company's consolidated balance sheets or statements of
stockholders' equity and these revisions had no impact on earnings attributable
to OP Units or earnings per OP Unit for the years ended December 31, 2002, 2001
and 2000.

In June 2001, the FASB approved SFAS No. 141, "Business Combinations" and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires, among
other things, that the purchase method of accounting for business combinations
be used for all business combinations initiated after September 30, 2001. SFAS
142 addresses the accounting for goodwill and other intangible assets subsequent
to their acquisition. SFAS 142 requires, among other things, that goodwill and
other indefinite-lived intangible assets
F-29

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

no longer be amortized and that such assets be tested for impairment at least
annually. The adoption of these standards did not have a significant impact on
the financial position or results of operations of the Company.

12. CONTINGENCIES:

On March 21, 2003, the Company received an unfiled complaint by T.J.
Holdings, LLC ("TJ Holdings"), a member of Sun/Forest, LLC ("Sun/Forest")
(which, in turn, owns an equity interest in SunChamp LLC), against the Company,
SunChamp LLC, certain other affiliates of the Company and two directors of Sun
Communities, Inc. The unfiled complaint alleges that the defendants wrongfully
deprived the plaintiff of economic opportunities that they took for themselves
in contravention of duties allegedly owed to the plaintiff and purports to claim
damages of $13.0 million plus an unspecified amount for punitive damages. The
Company believes the unfiled complaint and the claims threatened therein have no
merit and, if this complaint is ultimately filed, the Company will defend it
vigorously.

The Company is involved in various other legal proceedings arising in the
ordinary course of business. All such proceedings, taken together, are not
expected to have a material adverse impact on our results of operations or
financial condition.

F-30

SCHEDULE III

SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP

REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 2002
<Table>
<Caption>
COST CAPITALIZED
SUBSEQUENT TO
INITIAL COST TO ACQUISITION
COMPANY IMPROVEMENTS
------------------- ------------------
PROPERTY NAME LOCATION ENCUMBRANCE LAND B & F LAND B & F
------------- -------- ----------- -------- -------- ------- --------
(AMOUNT IN THOUSANDS)

Academy/Westpoint............ Canton, MI A $ 1,485 $ 14,278 $ -- $ 27
Allendale.................... Allendale, MI A 366 3,684 -- 3,675
Alpine....................... Grand Rapids, MI -- 729 6,692 -- 3,628
Apple Creek.................. Amelia, OH C 543 5,480 -- 20
Arbor Terrace................ Brandenton, FL -- 481 4,410 -- 325
Ariana Village............... Lakeland, FL A 240 2,195 -- 506
Autumn Ridge................. Ankeny, 10 -- 890 8,054 -- 834
Bedford Hills................ Battle Creek, MI B 1,265 11,562 -- 451
Bell Crossing................ Clarksville, TN -- 717 1,916 -- 3,617
Bonita Lake.................. Bonita Springs, FL -- 285 2,641 -- 223
Boulder Ridge................ Pflugerville, TX -- 1,000 500 3,324 16,117
Branch Creek................. Austin, TX A 796 3,716 -- 5,108
Brentwood.................... Kentwood, MI -- 385 3,592 -- 260
Byrne Hill Village........... Toledo, OH -- 383 3,903 -- 264
Brookside Village............ Goshen, IN A 260 1,080 386 7,386
Buttonwood Bay............... Sebring, IN -- 1,952 18,294 -- 1,465
Byron Center................. Byron Center, MI -- 253 2,402 -- 142
Country Acres................ Cadillac, MI -- 380 3,495 -- 242
Candlewick Court............. Owosso, MI -- 125 1,900 132 1,097
Carrington Pointe............ Ft. Wayne, IN -- 1,076 3,632 -- 4,231
Casa Del Valle............... Alamo, TX -- 246 2,316 -- 434
Catalina..................... Middletown, OH -- 653 5,858 -- 1,110
Candlelight Village.......... Chicago Heights, IL -- 600 5,623 -- 651
Chisholm Point............... Pflugerville, TX A 609 5,286 -- 2,626
Clearwater Village........... South Bend, IN -- 80 1,270 61 1,906

GROSS AMOUNT CARRIED AT
DECEMBER 31, 2002 DATE OF
----------------------- ACCUMULATED CONSTRUCTION(C)
PROPERTY NAME LAND B & F TOTAL DEPRECIATION ACQUISITION(A)
------------- --------- ----------- ---------- ------------ ---------------
(AMOUNT IN THOUSANDS)

Academy/Westpoint............ $ 1,485 $ 14,305 $ 15,790 $ 1,205 2000(A)
Allendale.................... 366 7,359 7,725 1,408 1996(A)
Alpine....................... 729 10,320 11,049 1,904 1996(A)
Apple Creek.................. 543 5,500 6,043 623 1999(A)
Arbor Terrace................ 481 4,735 5,216 1,044 1996(A)
Ariana Village............... 240 2,701 2,941 745 1994(A)
Autumn Ridge................. 890 8,888 9,778 1,856 1996(A)
Bedford Hills................ 1,265 12,013 13,278 2,643 1996(A)
Bell Crossing................ 717 5,533 6,250 428 1999(A)
Bonita Lake.................. 285 2,864 3,149 624 1996(A)
Boulder Ridge................ 4,324 16,617 20,941 1,603 1998(C)
Branch Creek................. 796 8,824 9,620 1,707 1995(A)
Brentwood.................... 385 3,852 4,237 867 1996(A)
Byrne Hill Village........... 383 4,167 4,550 498 1999(A)
Brookside Village............ 646 8,466 9,112 1,829 1985(A)
Buttonwood Bay............... 1,952 19,759 21,711 931 2001(A)
Byron Center................. 253 2,544 2,797 569 1996(A)
Country Acres................ 380 3,737 4,117 813 1996(A)
Candlewick Court............. 257 2,997 3,254 884 1985(A)
Carrington Pointe............ 1,076 7,863 8,939 1,154 1997(A)
Casa Del Valle............... 246 2,750 2,996 544 1997(A)
Catalina..................... 653 6,968 7,621 1,990 1993(A)
Candlelight Village.......... 600 6,274 6,874 1,371 1996(A)
Chisholm Point............... 609 7,912 8,521 1,667 1995(A)
Clearwater Village........... 141 3,176 3,317 799 1986(A)
</Table>

F-31

<Table>
<Caption>
COST CAPITALIZED
SUBSEQUENT TO
INITIAL COST TO ACQUISITION
COMPANY IMPROVEMENTS
------------------- ------------------
PROPERTY NAME LOCATION ENCUMBRANCE LAND B & F LAND B & F
------------- -------- ----------- -------- -------- ------- --------
(AMOUNT IN THOUSANDS)

Country Meadows.............. Flat Rock, MI A 924 7,583 296 9,540
Continental North............ Davison, MI --(1) -- 3,555
Cobus Green.................. Elkhart, IN -- 762 7,037 -- 635
College Park Estates......... Canton, MI -- 75 800 174 4,728
Continental Estates.......... Davison, MI -- 1,625 16,581 150 1,570
Countryside Village.......... Perry, MI B 275 3,920 185 2,091
Creekwood Meadows............ Burton, MI -- 808 2,043 404 6,556
Cutler Estates............... Grand Rapids, MI B 749 6,941 -- 336
Davison East................. Davison, MI (1) -- --
Deerfield Run................ Anderson, MI 1,700 990 1,607 -- 3,228
Desert View Village.......... West Wendover, NV -- 1,180 -- 423 5,588
Eagle Crest.................. Firestone, CO -- 2,017 150 2,362 22,591
Edwardsville................. Edwardsville, KS B 425 8,805 541 2,671
Fisherman's Cove............. Flint, MI -- 380 3,438 -- 552
Forest Meadows............... Philomath, OR -- 1,031 2,050 --
Four Seasons................. Elkhart, IN -- 500 4,811 -- --
Goldcoaster.................. Homestead, FL -- 446 4,234 172 1,924
Grand........................ Grand Rapids, MI -- 374 3,587 -- 203
Groves....................... Ft. Meyers, FL -- 249 2,396 -- 649
Hamlin....................... Webberville, MI -- 125 1,675 536 3,425
High Point................... Frederika, DE -- 898 7,031 -- 1,055
Holly Forest................. Holly Hill, FL -- 920 8,376 -- 335
Holiday Village.............. Elkhart, IN -- 100 3,207 143 1,227
Indian Creek................. Ft. Meyers Beach, FL -- 3,832 34,660 -- 1,375
Island Lake.................. Merritt Island, FL -- 700 6,431 -- 313
King's Court................. Traverse City, MI A 1,473 13,782 -- 1,559
Kensington Meadows........... Lansing, MI -- 250 2,699 -- 3,596
King's Lake.................. Debary, FL -- 280 2,542 -- 2,199
Knollwood Estates............ Allendale, MI D 400 4,061 -- --
Kenwood...................... La Feria, TX -- 145 1,842 -- --

Country Meadows.............. 1,220 17,123 18,343 3,926 1994(A)
Continental North............ -- 3,711 3,711 867 1996(A)
Cobus Green.................. 762 7,672 8,434 2,310 1993(A)
College Park Estates......... 249 5,528 5,777 1,496 1978(A)
Continental Estates.......... 1,775 18,151 19,926 3,516 1996(A)
Countryside Village.......... 460 6,011 6,471 1,637 1987(A)
Creekwood Meadows............ 1,212 8,599 9,811 1,221 1997(C)
Cutler Estates............... 749 7,277 8,026 1,592 1996(A)
Davison East................. -- -- -- -- 1996(A)
Deerfield Run................ 990 4,835 5,825 396 1999(A)
Desert View Village.......... 1,603 5,588 7,191 418 1998(C)
Eagle Crest.................. 4,379 22,741 27,120 633 1998(C)
Edwardsville................. 966 11,476 12,442 3,203 1987(A)
Fisherman's Cove............. 380 3,990 4,370 1,175 1993(A)
Forest Meadows............... 1,031 2,050 3,081 239 1999(A)
Four Seasons................. 500 4,811 5,311 415 2000(A)
Goldcoaster.................. 618 6,158 6,776 1,056 1997(A)
Grand........................ 374 3,790 4,164 721 1996(A)
Groves....................... 249 3,045 3,294 606 1997(A)
Hamlin....................... 661 5,100 5,761 720 1984(A)
High Point................... 898 8,086 8,984 422 1997(A)
Holly Forest................. 920 8,711 9,631 1,611 1997(A)
Holiday Village.............. 243 4,434 4,677 1,322 1986(A)
Indian Creek................. 3,832 36,035 39,867 8,033 1996(A)
Island Lake.................. 700 6,744 7,444 1,704 1995(A)
King's Court................. 1,473 15,341 16,814 3,320 1996(A)
Kensington Meadows........... 250 6,295 6,545 1,263 1995(A)
King's Lake.................. 280 4,741 5,021 1,116 1994(A)
Knollwood Estates............ 400 4,061 4,461 205 2001(A)
Kenwood...................... 145 1,842 1,987 226 1999(A)
</Table>

F-32

Lafayette Place.............. Warren, MI -- 669 5,979 -- 778
Lake Juliana................. Auburndale, FL -- 335 2,848 -- 846
Leesburg Landing............. Leesburg, FL -- 50 429 921 415
Liberty Farms................ Valparaiso, IN -- 66 1,201 116 1,917
Lincoln Estates.............. Holland, MI -- 455 4,201 -- 318
Lake San Marino.............. Naples, FL -- 650 5,760 -- 446
Maple Grove Estates.......... Dorr, MI -- 15 210 20 297
Meadowbrook Village.......... Tampa, FL -- 519 4,728 -- 428
Meadowbrook Estates.......... Monroe, MI -- 431 3,320 379 5,960
Meadow Lake Estates.......... White Lake, MI A 1,1.88 11,498 127 1,826
Meadows...................... Nappanee, IN -- 287 2,300 -- 2,443
Meadowstream Village......... Sodus, MI -- 100 1,175 109 1,443
Maplewood Mobile............. Lawrence, IN -- 275 2,122 -- 887
North Point Estates.......... Pueblo, CO -- 1,582 3,027 1 2,192
Oak Crest.................... Austin, TX 8,331 4,311 12,611 -- --
Oakwood Village.............. Miamisburg, OH -- 1,964 6,401 -- 6,368
Orange Tree.................. Orange City, FL -- 283 2,530 15 765
Orchard Lake................. Milford, OH C 395 4,025 -- 15
Paradise..................... Chicago Heights, IL -- 723 6,638 -- 683
Pecan Branch................. Georgetown, TX -- 1,379 -- 331 4,158
Pheasant Ridge............... Lancaster, PA -- 2,044 19,279 -- --
Pine Hills................... Middlebury, IN -- 72 544 60 1,754
Pine Oak Parc................ St. Louis, MO A 1,038 3,250 467 4,776
Pine Ridge................... Petersburg, VA -- 405 2,397 -- 1,326
Presidential................. Hudsonville, MI A 680 6,314 -- 1,261
Parkwood Mobile.............. Grand Blanc, MI -- 477 4,279 -- 764
Richmond..................... Richmond, MI -- 501 2,040 -- 393
River Ridge.................. Austin, TX 6,813 3,201 15,090 -- --
Roxbury...................... Goshen, IN -- 1,057 9,870 -- --
Royal Country................ Miami, FL B 2,290 20,758 -- 818

Lafayette Place.............. 669 6,757 7,426 1,030 1998(A)
Lake Juliana................. 335 3,694 4,029 993 1994(A)
Leesburg Landing............. 971 844 1,815 182 1996(A)
Liberty Farms................ 182 3,118 3,300 874 1985(A)
Lincoln Estates.............. 455 4,519 4,974 1,000 1996(A)
Lake San Marino.............. 650 6,206 6,856 1,384 1996(A)
Maple Grove Estates.......... 35 507 542 143 1979(A)
Meadowbrook Village.......... 519 5,156 5,675 1,508 1994(A)
Meadowbrook Estates.......... 810 9,280 10,090 2,695 1986(A)
Meadow Lake Estates.......... 1,315 13,324 14,639 3,899 1994(A)
Meadows...................... 287 4,743 5,030 1,272 1987(A)
Meadowstream Village......... 209 2,618 2,827 741 1984(A)
Maplewood Mobile............. 275 3,009 3,284 847 1989(A)
North Point Estates.......... 1,583 5,219 6,802 207 2001(C)
Oak Crest.................... 4,311 12,611 16,922 229 2002(A)
Oakwood Village.............. 1,964 12,769 14,733 1,565 1998(A)
Orange Tree.................. 298 3,295 3,593 862 1994(A)
Orchard Lake................. 395 4,040 4,435 514 1999(A)
Paradise..................... 723 7,321 8,044 1,579 1996(A)
Pecan Branch................. 1,710 4,158 5,868 162 1999(C)
Pheasant Ridge............... 2,044 19,279 21,323 328 2002(A)
Pine Hills................... 132 2,298 2,430 629 1980(A)
Pine Oak Parc................ 1,505 8,026 9,531 1,613 1994(A)
Pine Ridge................... 405 3,723 4,128 1,045 1986(A)
Presidential................. 680 7,575 8,255 1,635 1996(A)
Parkwood Mobile.............. 477 5,043 5,520 1,460 1993(A)
Richmond..................... 501 2,433 2,934 379 1998(A)
River Ridge.................. 3,201 15,090 18,291 383 2002(A)
Roxbury...................... 1,057 9,870 10,927 500 2001(A)
Royal Country................ 2,290 21,576 23,866 6,489 1994(A)
</Table>

F-33

River Haven.................. Grand Haven, MI D 1,800 16,967 -- --
Saddle Oak Club.............. Ocala, FL -- 730 6,743 -- 701
Saddlebrook.................. San Marcos, TX 5,481 1,703 11,843 -- --
Scio Farms................... Ann Arbor, MI -- 2,300 22,659 -- 3,861
Sea Air...................... Rehoboth Beach, DE 4,484 1,207 10,179 -- 683
Sherman Oaks................. Jackson, FL B 200 2,400 240 4,063
Siesta Bay................... Ft. Meyers Beach, FL -- 2,051 18,549 -- 792
Silver Star.................. Orlando, FL -- 1,022 9,306 -- 419
Southfork.................... Belton, MO -- 1,000 9,011 -- 1,412
Sunset Ridge................. Portland, MI -- 2,044 -- -- 10,364
St. Clair Place.............. St. Clair, MI -- 501 2,029 1 347
Stonebridge.................. Richfield Twp., MI 1,119 2,044 -- 2,081 --
Snow to Sun.................. Weslaco, TX 90 190 2,143 15 857
Sun Villa.................... Reno, NV 6,665 2,385 11,773 -- 345
Timber Ridge................. Ft. Collins, CO A 990 9,231 -- 1,075
Timberbrook.................. Bristol, IN B 490 3,400 101 5,024
Timberline Estates........... Grand Rapids, MI A 535 4,867 -- 608
Town and Country............. Traverse City, MI -- 406 3,736 -- 252
Valley Brook................. Indianapolis, IN A 150 3,500 1,277 9,008
Village Trails............... Howard City, MI -- $ 988 $ 1,472 -- $ 713
Water Oak Country Club Est... Lady Lake, FL -- 2,503 17,478 -- 5,538
Westbrook.................... Toledo, OH E 1,110 10,462 -- 850
Westbrook Senior............. Toledo, OH -- 355 3,295 -- 295
West Glen Village............ Indianapolis, IN -- 1,100 10,028 -- 849
White Lake................... White Lake, MI -- 672 6,179 -- 4,612
White Oak.................... Mt. Morris, MI A 782 7,245 $ 112 3,601
Willowbrook.................. Toledo, OH E 781 7,054 -- 565
Windham Hills................ Jackson, MI -- 2,673 2,364 -- 7,587
Woodhaven Place.............. Woodhaven, MI -- 501 4,541 -- 840
Woodlake Estates............. Yoder, IN -- 632 3,674 -- 2,603

River Haven.................. 1,800 16,967 18,767 898 2001(A)
Saddle Oak Club.............. 730 7,444 8,174 2,031 1995(A)
Saddlebrook.................. 1,703 11,843 13,546 205 2002(A)
Scio Farms................... 2,300 26,520 28,820 6,349 1995(A)
Sea Air...................... 1,207 10,862 12,069 568 1997(A)
Sherman Oaks................. 440 6,463 6,903 1,739 1986(A)
Siesta Bay................... 2,051 19,341 21,392 4,307 1996(A)
Silver Star.................. 1,022 9,725 10,747 2,156 1996(A)
Southfork.................... 1,000 10,423 11,423 1,539 1997(A)
Sunset Ridge................. 2,044 10,364 12,408 438 1998(C)
St. Clair Place.............. 502 2,376 2,878 446 1998(A)
Stonebridge.................. 4,125 -- 4,125 -- 1998(C)
Snow to Sun.................. 205 3,000 3,205 552 1997(A)
Sun Villa.................... 2,385 12,118 14,503 1,838 1998(A)
Timber Ridge................. 990 10,306 11,296 2,226 1996(A)
Timberbrook.................. 591 8,424 9,015 2,310 1987(A)
Timberline Estates........... 535 5,475 6,010 1,535 1994(A)
Town and Country............. 406 3,988 4,394 898 1996(A)
Valley Brook................. 1,427 12,508 13,935 3,280 1989(A)
Village Trails............... $ 988 $ 2,185 $ 3,173 $ 306 1998(A)
Water Oak Country Club Est... 2,503 23,016 25,519 6,102 1993(A)
Westbrook.................... 1,110 11,312 12,422 1,327 1999(A)
Westbrook Senior............. 355 3,590 3,945 173 2001(A)
West Glen Village............ 1,100 10,877 11,977 3,034 1994(A)
White Lake................... 672 10,791 11,463 1,526 1997(A)
White Oak.................... 894 10,846 11,740 1,780 1997(A)
Willowbrook.................. 781 7,619 8,400 1,133 1997(A)
Windham Hills................ 2,673 9,951 12,624 1,074 1998(A)
Woodhaven Place.............. 501 5,381 5,882 822 1998(A)
Woodlake Estates............. 632 6,277 6,909 783 1998(A)
</Table>

F-34

Woodland Park Estates........ Eugene, OR 7,286 1,592 14,398 -- 334
Woods Edge................... West Lafayette, IN -- 100 2,600 3 7,644
Woodside Terrace............. Holland, OH -- 1,064 9,625 -- 1,262
Worthington Arms............. Lewis Center, OH -- 376 2,624 -- 1,204
Corporate Headquarters....... Farmington Hills, MI -- -- -- -- 2,730
Corral Farms................. New Braunfels, TX -- 1,455 1,732 -- 4,090
Creekside.................... Reidsville, NC -- 350 1,423 -- 3,074
East Fork.................... Batavia, OH -- 1,280 6,302 -- 3,633
Glen Laurel.................. Concord, NC -- 1,641 453 -- 5,822
Meadowbrook.................. Charlotte, NC -- 1,310 6,570 -- 2,494
Pebble Creek................. Greenwood, IN -- 1,030 5,074 -- 3,229
River Ranch.................. Austin, TX -- 4,690 843 -- 4,453
Stonebridge.................. San Antonio, TX -- 2,552 2,096 -- 3,752
Summit Ridge................. Converse, TX -- 2,615 2,092 -- 4,228
Sunset Ridge................. Kyle, TX -- 2,190 2,775 -- 4,601
Woodlake Trails.............. San Antonio, TX -- 1,186 287 160 2,955
$122,450 $731,914 $15,825 $304,492

Woodland Park Estates........ 1,592 14,732 16,324 2,238 1998(A)
Woods Edge................... 103 10,244 10,347 1,915 1985(A)
Woodside Terrace............. 1,064 10,887 11,951 1,991 1997(A)
Worthington Arms............. 376 3,828 4,204 1,115 1990(A)
Corporate Headquarters....... 2,730 2,730 1,678 Various
Corral Farms................. 1,455 5,822 7,277 255 2000(A&C)
Creekside.................... 350 4,497 4,847 221 2000(A&C)
East Fork.................... 1,280 9,935 11,215 581 2000(A&C)
Glen Laurel.................. 1,641 6,275 7,916 102 2001(A&C)
Meadowbrook.................. 1,310 9,064 10,374 665 2000(A&C)
Pebble Creek................. 1,030 8,303 9,333 645 2000(A&C)
River Ranch.................. 4,690 5,296 9,986 -- 2000(A&C)
Stonebridge.................. 2,552 5,848 8,400 375 2000(A&C)
Summit Ridge................. 2,615 6,320 8,935 400 2000(A&C)
Sunset Ridge................. 2,190 7,376 9,566 511 2000(A&C)
Woodlake Trails.............. 1,346 3,242 4,588 188 2000(A&C)
$138,275 $1,036,562 $1,174,837 $175,477
</Table>

- ---------------

A These communities collateralize $152.36 million of secured debt.

B These communities collateralize $42.21 million of secured debt.

C These communities collateralize $4.67 million of secured debt.

D These communities collateralize $12.29 million of secured debt.

E These communities are financed by $16.44 million of collateralized lease
obligations.

(1) The initial cost for this property is included in the initial cost reported
for Continental Estates.

F-35

OFFER TO EXCHANGE

$150,000,000 5.75% EXCHANGE NOTES DUE 2010

---------------------

FOR ANY AND ALL OUTSTANDING
$150,000,000 5.75% NOTES DUE 2010

---------------------

PROSPECTUS
---------------------

JUNE , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sun Communities' charter authorizes Sun Communities to obligate itself to
indemnify its present and former directors and officers and to pay or reimburse
expenses for such individuals in advance of the final disposition of a
proceeding to the maximum extent permitted from time to time by Maryland law.
Sun Communities' bylaws obligate it to indemnify and advance expenses to present
and former directors and officers to the maximum extent permitted by Maryland
law. The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements, and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service to Sun Communities in those capacities unless
it is established that: (i) the act or omission of the director or officer was
material to the matter giving rise to the proceeding; and (a) was committed in
bad faith or, (b) was the result of active and deliberate dishonesty; (ii) the
director or officer actually received an improper personal benefit in money,
property, or services; or (iii) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful.

The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that:
(i) it is proved that the person actually received an improper benefit or profit
in money, property or services; or (ii) a judgment or other final adjudication
is entered in a proceeding based on a finding that the person's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. Sun Communities'
charter contains a provision providing for elimination of the liability of its
directors or officers to Sun Communities or its stockholders for money damages
to the maximum extent permitted by Maryland law.

Our partnership agreement also provides for indemnification of Sun
Communities and its officers and directors to the same extent indemnification is
provided to officers and directors of Sun Communities in its charter, and limits
the liability of Sun Communities and its officers and directors to us and our
respective partners to the same extent the liability of the officers and
directors of Sun Communities to Sun Communities and its stockholders is limited
under Sun Communities' charter.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The exhibits to the Registration Statement are listed in the Exhibit
Index which appears elsewhere in this Registration Statement and is hereby
incorporated by reference.

(b) Financial statement schedules not listed in the Exhibit Index are
omitted because of the absence of the conditions under which they are required
or because the information required by such omitted schedules is set forth in
the financial statements or the notes thereto.

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value securities offered would not exceed that which was
registered) and any
II-1

deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table set forth in this registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the Securities offered
herein, and the offering of such Securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the Securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
Securities offered herein, and the offering of such Securities at that time
shall be deemed to be the initial bona fide offering thereof; and insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted against the registrant by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(5) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of this Registration Statement through the date of responding to the
request.

(6) The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in this Registration Statement when it became effective.

(7) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act
("Act") in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.

(8) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.

II-2

(9) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (8) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Southfield, State of
Michigan, on June 2, 2003.

SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP

By: SUN COMMUNITIES, INC.,
Its: General Partner

By: /s/ GARY A. SHIFFMAN
------------------------------------
Gary A. Shiffman, President, Chief
Executive Officer and Chairman of
the Board

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Gary A. Shiffman and Jeffrey P. Jorissen, or either of them, his
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him in any and all capacities, to sign any or all amendments or
post-effective amendments to this registration statement on Form S-4, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
granting unto each of such attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary in
connection with such matters as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitute or substitutes may do or cause to
be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<Table>
<Caption>
NAME TITLE DATE
---- ----- ----

/s/ GARY A. SHIFFMAN Chief Executive Officer, President, and June 2, 2003
- ------------------------------------------ Chairman of the Board of Directors
Gary A. Shiffman

/s/ JEFFREY P. JORISSEN Executive Vice President, Treasurer, June 2, 2003
- ------------------------------------------ Chief Financial Officer, and Secretary
Jeffrey P. Jorissen (principal accounting and financial
officer)

/s/ PAUL D. LAPIDES Director June 2, 2003
- ------------------------------------------
Paul D. Lapides

/s/ TED J. SIMON Director June 2, 2003
- ------------------------------------------
Ted J. Simon

/s/ CLUNET R. LEWIS Director June 2, 2003
- ------------------------------------------
Clunet R. Lewis
</Table>

II-4

<Table>
<Caption>
NAME TITLE DATE
---- ----- ----

/s/ RONALD L. PIASECKI Director June 2, 2003
- ------------------------------------------
Ronald L. Piasecki

/s/ ARTHUR A. WEISS Director June 2, 2003
- ------------------------------------------
Arthur A. Weiss
</Table>

II-5

EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
- ------- ----------- ---------

2.1 Form of Sun Communities, Inc.'s Common Stock Certificate.... (1)
3.1 Amended and Restated Articles of Incorporation of Sun
Communities, Inc............................................ (1)
3.2 Bylaws of Sun Communities, Inc.............................. (2)
4.1 Indenture, dated as of April 24, 1996, among Sun
Communities, Inc., Sun Communities Operating Limited
Partnership (the "Operating Partnership") and Bankers Trust
Company, as Trustee......................................... (3)
4.2 Form of Note for the 2001 Notes............................. (3)
4.3 Form of Note for the 2003 Notes............................. (3)
4.4 First Supplemental Indenture, dated as of August 20, 1997,
by and between the Operating Partnership and Bankers Trust
Company, as Trustee......................................... (7)
4.5 Form of Medium-Term Note (Floating Rate).................... (7)
4.6 Form of Medium-Term Note (Fixed Rate)....................... (7)
4.7 Articles Supplementary of Board of Directors of Sun
Communities, Inc. Designating a Series of Preferred Stock
and Fixing Distribution and other Rights in such Series..... (9)
4.8 Articles Supplementary of Board of Directors of Sun
Communities, Inc. Designating a Series of Preferred Stock... (11)
4.9 Form of 2010 Exchange Note.................................. (18)
5.1 Opinion of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation regarding the validity of the exchange notes.... (18)
8.1 Opinion of Jaffe, Raitt, Heuer & Weiss, Professional
Corporation regarding tax matters........................... (18)
10.1 Second Amended and Restated Agreement of Limited Partnership
of Sun Communities Operating Limited Partnership............ (6)
10.2 Second Amended and Restated 1993 Stock Option Plan.......... (10)
10.3 Amended and Restated 1993 Non-Employee Director Stock Option
Plan........................................................ (6)
10.4 Form of Stock Option Agreement between Sun Communities, Inc.
and certain directors, officers and other individuals#...... (1)
10.5 Form of Non-Employee Director Stock Option Agreement between
Sun Communities, Inc. and certain directors#................ (4)
10.6 Employment Agreement between Sun Communities, Inc. and Gary
A. Shiffman# (6)
10.7 Amended and Restated Loan Agreement between Sun Communities
Funding Limited Partnership and Lehman Brothers Holdings
Inc......................................................... (7)
10.8 Amended and Restated Loan Agreement among Miami Lakes
Venture Associates, Sun Communities Funding Limited
Partnership and Lehman Brothers Holdings Inc................ (7)
10.9 Form of Indemnification Agreement between each officer and
director of Sun Communities, Inc. and Sun Communities,
Inc......................................................... (7)
10.10 Loan Agreement among the Operating Partnership, Sea Breeze
Limited Partnership and High Point Associates, LP........... (7)
10.11 Option Agreement by and between the Operating Partnership
and Sea Breeze Limited Partnership.......................... (7)
10.12 Option Agreement by and between the Operating Partnership
and High Point Associates, LP............................... (7)
10.13 Stock Pledge Agreement between Gary A. Shiffman and the
Operating Partnership for 94,570 shares of Common Stock..... (5)
10.14 Stock Pledge Agreement between Gary A. Shiffman and the
Operating Partnership for 305,430 shares of Common Stock.... (5)
</Table>

II-6

<Table>
<Caption>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
- ------- ----------- ---------

10.15 Stock Pledge Agreement between Gary A. Shiffman and the
Operating Partnership with respect to 80,000 shares of
Common Stock................................................ (7)
10.16 Employment Agreement between Sun Communities, Inc. and
Jeffrey P. Jorissen#........................................ (9)
10.17 Long Term Incentive Plan.................................... (7)
10.18 Restricted Stock Award Agreement between Sun Communities,
Inc. and Gary A. Shiffman, dated June 5, 1998#.............. (9)
10.19 Restricted Stock Award Agreement between Sun Communities,
Inc. and Jeffrey P. Jorissen, dated June 5, 1998#........... (9)
10.20 Restricted Stock Award Agreement between Sun. Communities,
Inc. and Jonathan M. Colman, dated June 5, 1998#............ (9)
10.21 Restricted Stock Award Agreement between Sun Communities,
Inc. and Brian W. Fannon, dated June 5, 1998#............... (9)
10.22 Sun Communities, Inc. 1998 Stock Purchase Plan#............. (9)
10.23 Facility and Guaranty Agreement among Sun Communities, Inc.,
the Operating Partnership, Certain Subsidiary Guarantors and
First National Bank of Chicago, dated December 10, 1998..... (9)
10.24 Rights Agreement between Sun Communities, Inc. and State
Street Bank and Trust Company, dated April 24, 1998......... (8)
10.25 Contribution Agreement, dated as of September 29, 1999, by
and among the Sun Communities, Inc., the Operating
Partnership, Belcrest Realty Corporation and Belair Real
Estate Corporation.......................................... (11)
10.26 One Hundred Third Amendment to Second Amended and Restated
Limited Partnership Agreement of the Operating
Partnership................................................. (11)
10.27 One Hundred Eleventh Amendment to Second Amended and
Restated Limited Partnership Agreement of the Operating
Partnership................................................. (12)
10.28 One Hundred Thirty-Sixth Amendment to Second Amended and
Restated Limited Partnership Agreement of the Operating
Partnership................................................. (12)
10.29 One Hundred Forty-Fifth Amendment to Second Amended and
Restated Limited Partnership Agreement of the Operating
Partnership................................................. (12)
10.30 Restricted Stock Award Agreement between Sun Communities,
Inc. and Gary A. Shiffman, dated March 30, 2001#............ (12)
10.31 Restricted Stock Award Agreement between Sun Communities,
Inc. and Jeffrey P. Jorissen, dated March 30, 2001#......... (12)
10.32 Restricted Stock Award Agreement between Sun Communities,
Inc. and Jonathan M. Colman, dated March 30, 2001#.......... (12)
10.33 Restricted Stock Award Agreement between Sun Communities,
Inc. and Brian W. Fannon, dated March 30, 2001#............. (12)
10.34 Investment Agreement dated July 20, 2001 between SUI TRS,
Inc., Shiffman Family LLC, Bingham and Woodward Holdings,
LLC, amended by Amendment to Investment Agreement dated
August 13, 2001............................................. (12)
10.35 Limited Liability Company Agreement of Origen Financial,
L.L.C. dated December 18, 2001 by and among SUI TRS, Inc.,
Shiffman Family LLC, Bingham and Woodward Holdings LLC...... (12)
10.36 Second Amended and Restated Subordinated Loan Agreement,
dated December 4, 2002, by and between Origen Financial
L.L.C. and the Operating Partnership........................ (15)
10.37 Subordinated Term Loan Agreement, dated December 4, 2002, by
and between Origen Financial L.L.C. and the Operating
Partnership................................................. (15)
</Table>

II-7

<Table>
<Caption>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
- ------- ----------- ---------

10.38 First Amendment to Second Amended and Restated Subordinated
Loan Agreement, dated December 30, 2002, by and between
Origen Financial L.L.C. and Sun Home Services............... (15)
10.39 First Amendment to Subordinated Term Loan Agreement, dated
December 30, 2002, by and between Origen Financial L.L.C.
and Sun Home Services....................................... (15)
10.40 Seventh Amended and Restated Promissory Note, dated December
30, 2002, made by Origen Financial L.L.C. in favor of Sun
Home Services............................................... (15)
10.41 First Amended and Restated Subordinated Term Promissory
Note, dated December 30, 2002, made by Origen Financial
L.L.C. in favor of Sun Home Services........................ (15)
10.42 First Amended and Restated Security Agreement, dated
December 30, 2002, by and between Origen Financial L.L.C.
and Sun Home Services....................................... (15)
10.43 Second Amended and Restated Stock Pledge Agreement, dated
December 30, 2002, by and between Origen Financial L.L.C.
and Sun Home Services....................................... (15)
10.44 First Amended and Restated Limited Liability Company
Interest Security and Pledge Agreement, dated December 30,
2002, by and between Origen Financial L.L.C. and Sun Home
Services.................................................... (15)
10.45 Second Amended and Restated Guaranty, dated December 30,
2002, by Bingham in favor of the Operating Partnership...... (15)
10.46 Second Amended and Restated Security Agreement, dated
December 30, 2002, by and between Bingham and Sun Home
Services.................................................... (15)
10.47 Amended and Restated Stock Pledge Agreement, dated December
30, 2002, by and between Bingham and Sun Home Services...... (15)
10.48 Amended and Restated Membership Pledge Agreement, dated
December 30, 2002, by and between Bingham and Sun Home
Services.................................................... (15)
10.49 Second Amended and Restated Participation Agreement, dated
December 30, 2002, by and among Sun Home Services, the
Milton M. Shiffman Spouse's Marital Trust and Woodward
Holding LLC................................................. (15)
10.50 Master Credit Facility Agreement, dated as of May 29, 2002,
by and between Sun Secured Financing LLC, Aspen-Ft. Collins
Limited Partnership, Sun Secured Financing Houston Limited
Partnership and ARCS Commercial Mortgage Co., L.P........... (13)
10.51 Credit Agreement, dated as of July 3, 2002, by and between
the Operating Partnership, Sun Communities, Inc., Banc One
Capital Markets, Inc., Bank One, N.A. and other lenders
which are signatories thereto............................... (13)
10.52 First Amendment to Master Credit Facility Agreement, dated
as of August 29, 2002, by and between Sun Secured Financing
LLC, Aspen-Ft. Collins Limited Partnership, Sun Secured
Financing Houston Limited Partnership and ARCS Commercial
Mortgage Co., L.P........................................... (14)
10.53 First Amendment to Employment Agreement, dated as of July
15, 2002, by and between Sun Communities, Inc. and Gary A.
Shiffman#................................................... (14)
10.54 Second Amended and Restated Promissory Note (Secured), dated
as of July 15, 2002, made by Gary A. Shiffman in favor of
the Operating Partnership................................... (14)
10.55 First Amended and Restated Promissory Note (Unsecured),
dated as of July 15, 2002, made by Gary A. Shiffman in favor
of the Operating Partnership................................ (14)
10.56 First Amended and Restated Promissory Note (Secured), dated
as of July 15, 2002, made by Gary A. Shiffman in favor of
the Operating Partnership................................... (14)
10.57 Second Amended and Restated Promissory Note (Unsecured),
dated as of July 15, 2002, made by Gary A. Shiffman in favor
of the Operating Partnership................................ (14)
10.58 Second Amended and Restated Promissory Note (Secured), dated
as of July 15, 2002, made by Gary A. Shiffman in favor of
the Operating Partnership................................... (14)
</Table>

II-8

<Table>
<Caption>
EXHIBIT METHOD OF
NUMBER DESCRIPTION FILING
- ------- ----------- ---------

10.59 Employment Agreement, dated as of January 1, 2003, by and
between Brian W. Fannon and Sun Home Services, Inc.#........ (15)
10.60 Employment Agreement, dated as of January 1, 2003, by and
between Brian W. Fannon and Sun Communities, Inc.#.......... (15)
10.61 Lease, dated November 1, 2002, by and between the Operating
Partnership as Tenant and American Center LLC as Landlord... (15)
10.62 Term Loan Agreement, dated as of October 10, 2002, among Sun
Financial, LLC, Sun Financial Texas Limited Partnership, the
Operating Partnership, Sun Communities, Inc. and Lehman
Commercial Paper, Inc....................................... (15)
10.63 Registration Rights Agreement between Sun Communities
Operating Limited Partnership, Sun Communities, Inc., Lehman
Brothers Inc. and A.G. Edwards & Sons, Inc. dated April 11,
2003........................................................ (17)
10.64 Purchase Agreement between Sun Communities Operating Limited
Partnership and Lehman Brothers Inc., on behalf of the
Initial Purchasers, dated April 8, 2003..................... (17)
12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio
Earnings to Combined Fixed Charges and Preferred
Dividends................................................... (18)
21.1 List of Subsidiaries of Sun Communities Operating Limited
Partnership................................................. (15)
23.1 Consent of PricewaterhouseCoopers LLP....................... (18)
23.2 Consent of Grant Thornton LLP............................... (18)
23.3 Consent of Jaffe, Raitt, Heuer & Weiss, P.C. (included in
Exhibits 5.1 and 8.1)
24.1 Power of Attorney (included on signature page to the
registration statement)
25.1 Statement of Eligibility of Trustee on Form T-1............. (18)
99.1 Audited financial statements of Origen Financial L.L.C...... (15)
99.2 Audited financial statements of Sun Home Services, Inc...... (16)
99.3 Form of Letter of Transmittal............................... (18)
99.4 Form of Notice of Guaranteed Delivery....................... (18)
99.5 Form of Letter to Brokers................................... (18)
99.6 Form of Letter to Clients................................... (18)
</Table>

- ---------------

(1) Incorporated by reference to Sun Communities, Inc.'s Registration Statement
No. 33-69340.

(2) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995.

(3) Incorporated by reference to Sun Communities, Inc.'s Current Report on Form
8-K dated April 24, 1996.

(4) Incorporated by reference to Sun Communities, Inc.'s Registration Statement
No. 33-80972.

(5) Incorporated by reference to Sun Communities, Inc.'s Quarterly Report on
Form 10-K for the quarter ended September 30, 1995.

(6) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1996.

(7) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1997.

(8) Incorporated by reference to Sun Communities, Inc.'s Current Report on Form
8-A dated May 27, 1998.

(9) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998.

(10) Incorporated by reference to Sun Communities, Inc.'s Proxy Statement, dated
April 20, 1999.

II-9

(11) Incorporated by reference to Sun Communities, Inc.'s Current Report on Form
8-K dated October 14, 1999.

(12) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2001.

(13) Incorporated by reference to Sun Communities, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2002.

(14) Incorporated by reference to Sun Communities, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2002.

(15) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2002.

(16) Incorporated by reference to Sun Communities, Inc.'s Annual Report on Form
10-K/A for the year ended December 31, 2002.

(17) Incorporated by reference to Sun Communities, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003.

(18) Filed herewith.

# Management contract or compensatory plan or arrangement required to be
identified by Form 10-K Item 14.

II-10