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EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture is made as of this 20th day of August,
1997 by and among SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan
limited partnership (the "Company"), and BANKERS TRUST COMPANY, a New York
banking corporation (the "Trustee").
RECITALS
A. The Company, Sun Communities, Inc., a Maryland corporation ("Sun"), and
the Trustee entered into an Indenture dated as of April 24, 1996 (the
"Indenture").
B. Any capitalized term not defined herein shall have the meaning assigned
to it in the Indenture.
C. Section 901(9) of the Indenture provides that the Company and the
Trustee may amend the Indenture without notice to or consent of any Holders of
Securities with respect to matters or questions arising under the Indenture
which are not inconsistent with the provisions of the Indenture as long as such
provisions do not adversely affect the interests of the Holders of Securities
of any series or any related coupons in any material respect.
D. The Company has determined that the amendments described below will not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect.
NOW, THEREFORE, the parties hereby agree as follows:
1. The following definition is added to Section 101 of the Indenture:
"Specified Currency" means the currency or composite currency in which
a particular Security is denominated, or, if such currency or composite
currency is no longer legal tender for the payment of public and private
debts, such other currency or composite currency of the relevant country
which is then legal tender for the payment of such debts.
2. The following sentence is added to the end of the first paragraph of
Section 307 of the Indenture:
Notwithstanding the foregoing, a Holder of Ten Million and 00/100
Dollars ($10,000,000) (or, if the Specified Currency is other than United
States dollars, the equivalent thereof in such Specified Currency) or more
in aggregate principal amount of Registered Securities (whether having
identical or different terms and provisions) will be entitled to receive
interest payments, if any, on any Interest Payment Date other than on the
date of Maturity by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing (in
accordance with the notice requirements contained in Section 105) by the
Trustee not less than 15 days prior to such Interest Payment Date. Any such
wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.
3. Except as modified herein, the Indenture remains unchanged, and, as
modified, continues in full force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this First Supplemental
Indenture on the above date.
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP, a Michigan
limited partnership
By: Sun Communities, Inc., a
Maryland corporation
By:
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Jeffrey P. Jorissen, Senior
Vice President, Treasurer,
Chief Financial Officer, and
Secretary
BANKERS TRUST COMPANY,
a Trustee
By:
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Title:
ATTEST
By:
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Title: