AMENDED AND RESTATED PARTICIPATION AGREEMENT

 

                                                                    EXHIBIT 10.1

                  AMENDED AND RESTATED PARTICIPATION AGREEMENT

         THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT ("Agreement") by and
between SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP ("Lender"), and WOODWARD
HOLDING, LLC ("Participant") is entered into as of May 10, 2002, but for all
purposes shall be effective as of March 22, 2002.

                                    RECITALS

         A. Lender has provided to Origen Financial, Inc. ("Origen Inc.") and
Origen Financial, L.L.C. ("Origen LLC" and together with Origen Inc., the
"Borrowers") a line of credit facility in the amount of $21,250,000 (the "Line
of Credit") pursuant to the terms and conditions of a certain Amended and
Restated Subordinated Loan Agreement dated February 1, 2002, as amended by the
First Amendment to Amended and Restated Subordinated Loan Agreement dated March
22, 2002 (the "Loan Agreement"). All capitalized terms not otherwise defined in
this Agreement shall have the meanings ascribed to such terms in the Loan
Agreement.

         B. Advances under the Line of Credit are evidenced by a Third Amended
Promissory Note dated as of March 22, 2002 (the, "Line of Credit Note") executed
and delivered by the Borrowers. The payment and performance of the Line of
Credit Note is secured by substantially all assets of the Borrowers (the,
"Collateral") as described in and evidenced by (i) a certain Amended and
Restated Security Agreement between Origen Inc. and Lender dated February 1,
2002, (ii) a certain Security Agreement between Origen LLC and Lender dated
February 1, 2002, (iii) a certain Amended and Restated Limited Liability Company
Interest Security and Pledge Agreement between Origen Inc. and Lender dated
February 1, 2002, (iv) a certain Limited Liability Company Interest Security and
Pledge Agreement between Origen LLC and Lender dated February 1, 2002, and (v) a
certain Amended and Restated Stock Pledge Agreement between Origen LLC and
Lender dated February 1, 2002 (collectively, the "Collateral Documents"). The
payment and performance of the Line of Credit Note is guaranteed by Bingham
Financial Services Corporation as evidenced by an Amended and Restated Guaranty
dated February 1, 2002 ("Guaranty"). The Loan Agreement, Line of Credit Note,
Collateral Documents and Guaranty together with all other documents, agreements
and instruments executed in connection therewith, are collectively referred to
as the "Line of Credit Loan Documents."

         C. Lender and Participant entered into a Participation Agreement dated
February 28, 2002 (the "Original Participation Agreement") under which
Participant purchased a participation in the Shared Committed Amount (as defined
in Section 1 below).

         D. Lender and Participant desire to amend and restate the Original
Participation Agreement in its entirety in accordance with the terms and
conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
undertakings herein contained, Lender and Participant hereby agree as follows:

         1. Participation. Subject to the terms and conditions of this
Agreement, Lender hereby sells and agrees to sell and Participant hereby
purchases and agrees to purchase (a "Participation") an undivided 50% interest
in the Shared Committed Amount (as defined below) (subject to adjustment in
accordance with Section 3 below, the "Participation Percentage"), which amount
is equal to an undivided 41.18% interest in the entire Line of Credit. For
purposes of this Agreement, the "Participation Loan" shall mean the Shared
Committed Amount under the Line of Credit (including any amounts outstanding on
the date hereof and any Shared Committed Advances (as defined below) made
hereafter), together with any Future Advances (as defined in Section 3) in which
each of Lender and Participant from time to time acquire and hold an interest
pursuant to Section 3, and the "Loan Documents" shall mean all documents,
agreements and instruments executed in connection with the Participation Loan,
including, without limitation, the Line of Credit Loan Documents. The parties
acknowledge and agree that the original committed principal lending limit under
the Line of Credit in which Participant purchased a 50% participation interest,
and in which Participant continues to hold a 50% participation interest, is
$17,500,000.00 (the "Shared Committed Amount"). The interest of Participant
under this Agreement shall include but not be limited to (a) participation in
(i) the currently outstanding amounts up to the Shared Committed Amount under
the Line of Credit, including the right to receive payments of principal and
interest payable under the Line of Credit Note, and (ii) participation in any
advances made under the Line of Credit up to the Shared Committed Amount
thereunder ("Shared Committed Advances"), and (b) the right to (i) receive a pro
rata portion of the commitment fee paid and payable by Borrowers with respect to
the Shared Committed Amount, (ii) purchase, at its option, interests in Future
Advances pursuant to Section 3, (iii) receive the proceeds received upon the
disposition of the Collateral, and (iv) the benefits and burdens arising from
the Loan Documents as each of the Loan Documents are amended by Lender (either
individually or collectively) subsequent to the date hereof in accordance with
the terms of this Agreement, all for the pro rata account and risk of
Participant to the extent of its Participation Percentage in the Participation
Loan. Participant's right to receive its Participation Percentage in the
interest, however, shall be limited to interest which accrues and is paid on or
after the date Participant pays Lender for its Participation in the
Participation Loan. This Agreement constitutes a nonrecourse sale of a
Participation equal to the Participation Percentage and shall not be construed
as a loan by Participant to Lender or as a sale of securities by Lender to
Participant or as creating any other relationship.

         2. Payment of Purchase Price. Participant has previously paid Lender
the sum of $8,405,785.64 for the purchase of its undivided Participation in the
Shared Committed Amount. The foregoing purchase price represents Participant's
Participation Percentage in the outstanding principal balance under the Shared
Committed Amount as of the date of the Original Participation Agreement, less
Participant's Participation Percentage in origination fees of $150,000 paid by
Borrowers prior to the date of the Original Participation Agreement with respect
to the Shared Committed Amount. During each calendar month during the term of
this Agreement, Lender shall fund all Shared Committed Advances for the accounts
of both Lender and Participant; provided, however, that Participant shall be
obligated to remit to Lender Participant's Participation Percentage in such
Shared Committed Advances in accordance with this Section 2. If during any
calendar month the aggregate Shared Committed Advances exceed the aggregate
repayments of principal with respect to the Participation Loan by $1,000,000.00
or

more, Participant shall deliver immediately available funds to Lender no
later than five (5) business days after the delivery of the monthly accounting
required under Section 9 (or such other date, as mutually agreed by Lender and
Participant) in an amount equal to fifty percent (50%) of the total amount of
the net Shared Committed Advance paid by Lender during such month. If during any
calendar month the aggregate Shared Committed Advances exceed the aggregate
repayments of principal with respect to the Participation Loan, but by less than
$1,000,000.00, such net Shared Committed Advances shall be carried over to the
following month or months until they equal or exceed $1,000,000.00 at the end of
any month, at which time Participant shall deliver to Lender Participant's share
of such net Shared Committed Advances in accordance with the procedure set forth
above. Participant shall remit the purchase price for its Participation in the
Shared Committed Amount (including any Shared Committed Advance) by wire
transfer, in accordance with the following wire instructions:

         Bank:  Bank One - Michigan
         ABA #072000326
         For Credit to Sun Operating Communities Operating Limited Partnership
         Account #1530503

         Participant's Participation under this Agreement with respect to the
Shared Committed Amount under the Line of Credit Note or any Shared Committed
Advances shall be effective as of the day the purchase price for such
Participation interest is received by Lender. The obligation of Participant to
provide Lender with the purchase price of Participant's Participation in any
Shared Committed Advance is irrevocable and shall be absolute and unconditional
under any and all circumstances and irrespective of any set-off, counterclaim or
defense to payment that Participant may have or have had against Lender.

         3. Future Advances.

            a. If either Lender or Participant (an "Advancing Party"), desires
to loan money to Borrowers after the date hereof (in addition to, and exclusive
of, any Shared Committed Advances) (a "Future Advance"), the Advancing Party
shall send the other party to this Agreement (the "Other Party") a notice of the
amount and other terms of the Future Advance; provided, however, that an
Advancing Party shall not be required to deliver such notice to the Other Party
until such time as all Future Advances made by such Advancing Party hereunder,
in the aggregate, equal or exceed $1,000,000.00. The Other Party shall then have
the right (but not the obligation) to purchase up to a 50% participation
interest in the Future Advance. If the Other Party does not respond to the
Advancing Party's notice within five (5) business days after the Other Party's
receipt of such notice (or such other date, as mutually agreed by the Advancing
Party and the Other Party), the Other Party shall be deemed to have declined to
purchase a participation interest in the Future Advance. If the Other Party
wishes to purchase up to a 50% participation interest in the Future Advance, the
Other Party shall deliver immediately available funds to the Advancing Party no
later than five (5) business days after the Advancing Party funds the Future
Advance (or such other date, as mutually agreed by the Advancing Party and the
Other Party) in an amount equal to the product of (i) the percentage interest
purchased by the Other Party in the Future Advance, multiplied by (ii) the total
amount

of the Future Advance. Any participation in a Future Advance by an Other
Party shall be effective as of the day the purchase price for such participation
interest is received by the Advancing Party. To the extent an origination fee
shall be payable by Borrowers in connection with any Future Advance, the
Advancing Party shall remit to or give a credit for a portion of such
origination fee to the extent of the Other Party's percentage interest in the
total amount of the Future Advance. If an Other Party purchases a participation
interest in any Future Advance, the Participant's Participation Percentage in
the Participation Loan shall be adjusted so that it is equal to (i) the total
dollar amount of the Participant's advances under the Participation Loan
(without giving effect to credits for or receipt of any origination fees),
divided by (ii) the total principal amount of the Participation Loan.

            b. If the Other Party does not purchase a participation interest in
the Future Advance or such Future Advance is not yet offered to the Other Party
in accordance with Section 3.a. above, then the entire amount of the Future
Advance shall be a "Non-Participation Loan."

            c. All indebtedness owing from Borrowers to an Advancing Party under
a Non-Participation Loan shall at all times be wholly subordinate and junior in
right to payment in full of the Participation Loan and all Senior Debt (as
defined in the Loan Agreement). The Advancing Party agrees to enter into a
subordination agreement reasonably acceptable to the Other Party effecting such
subordination upon the making of a Non-Participation Loan.

            d. All indebtedness owing from Borrowers to an Advancing Party under
a Non-Participation Loan shall be evidenced by a note other than the note or
notes evidencing indebtedness owing under the Participation Loan. If a
Non-Participation Loan is made by Participant, the parties agree to enter into a
mutually acceptable intercreditor agreement on terms substantially in accordance
with this Agreement.

            e. If an affiliate of Lender or Participant is the lender of record
with respect to any advance constituting any part of the Participation Loan or a
Non-Participation Loan, the parties agree to enter into (and to cause their
respective affiliates, as the case may be, to enter into) a mutually acceptable
intercreditor agreement on terms substantially in accordance with this
Agreement.

         4. Certificate of Participation. No participation certificate shall be
issued by Lender to Participant as this Agreement alone shall evidence the
participation interest in the Participation Loan.

         5. Receipt of Documents.

            a. By entering into this Agreement, Participant acknowledges that it
has received and is satisfied with and hereby approves the form and substance of
the Line of Credit Loan Documents including any exhibits thereto.

            b. Participant acknowledges that it has received the same
information regarding the Borrowers as has the Lender. Participant waives any
right to require Lender to

furnish or make available to the Participant any of the Lender's internal credit
analysis of the Borrowers. Any such analysis was prepared solely for internal
purposes and the Participant acknowledges and agrees that it is not and would
not be entitled to rely thereon in making its credit decision.

         6. Application of Payments. Promptly upon receipt by Lender of any
payment of interest on the Participation Loan, Lender shall remit to Participant
Participant's share thereof in an amount equal to the amount of the interest
payment multiplied by Participant's Participation Percentage in the
Participation Loan (after deducting any amount due from Participant to Lender
under this Agreement). Lender shall hold all repayments of principal on the
Participation Loan during any calendar month for the accounts of both Lender and
Participant; provided, however, that Lender shall be obligated to remit to
Participant its share thereof in an amount equal to the aggregate repayments of
principal multiplied by Participant's Participation Percentage in the
Participation Loan (after deducting any amount due from Participant to Lender
under this Agreement) in accordance with this Section 6. If during any calendar
month the aggregate repayments of principal with respect to the Participation
Loan exceed the Shared Committed Advances by $1,000,000.00 or more, Lender shall
deliver immediately available funds to Participant no later than five (5)
business days after the delivery of the monthly accounting required under
Section 9 (or such other date, as mutually agreed by Lender and Participant) in
an amount equal to fifty percent (50%) of the total amount of the net repayments
of principal received during such month. If during any calendar month the
aggregate repayments of principal exceed the aggregate Shared Committed
Advances, but by less than $1,000,000.00, such net repayments of principal shall
be carried over to the following month or months until they equal or exceed
$1,000,000.00 at the end of any month, at which time Lender shall deliver to
Participant Participant's share of such net repayments of principal in
accordance with the procedure set forth above. Without limiting the foregoing,
all payments of principal and interest received by the Lender from the Borrowers
(whether with respect to the Participation Loan or a Non-Participation Loan and
whether any such Non-Participation Loan is evidenced by the Line of Credit Loan
Documents or other loan documents) shall be applied first to the respective
accounts of Lender and Participant in accordance with their interests in the
Participation Loan and then to amounts owing under any Non-Participation Loan.

         7. Reports, Notice of Default, etc. Lender shall promptly furnish to
Participant copies of all reports and financial statements received from
Borrowers pursuant to the Loan Documents. Lender shall have no responsibility to
Participant for any errors or omissions in any such reports, financial
statements or other information and shall not otherwise be liable to Participant
for failing to comply with the provisions of this Section, unless such failure
is due to Lender's gross negligence or willful misconduct.

         Lender shall promptly notify Participant of the occurrence of any Event
of Default, as defined in the Loan Documents, of which the officer of Lender
responsible for the Line of Credit has actual knowledge. Similarly, Participant
will promptly notify Lender of the occurrence of any Event of Default under the
Loan Documents of which the officer of Participant responsible for
administration of Participant's interest has actual knowledge. Failure to give
any notice required under this Section shall not result in any liability of the
Lender to the Participant, or of

the Participant to the Lender, or relieve the Lender or the Participant, as the
case may be, from any of their obligations hereunder.

         8. Loan Documents. Lender shall hold all Loan Documents delivered in
connection with the Participation Loan for the benefit of itself and Participant
in accordance with their respective proportionate shares. Lender shall at all
times keep proper books of account and records at its principal office
reflecting Participant's proportionate share in the Participation Loan, which
records shall be accessible for inspection by Participant at all reasonable
times during business hours and upon reasonable notice to Lender.

         9. Servicing of Participation Loan; Management and Enforcement of Loan
Documents. Lender shall be responsible for the normal routine servicing of loan
advances and payments under the Participation Loan on behalf of itself and
Participant in accordance with the terms of this Agreement. No later than three
(3) business days after the end of each calendar month during the term of this
Agreement, Lender shall deliver to Participant an accounting of all advances,
repayments and other activity with respect to the Participation Loan. However,
so long as Participant has any outstanding Participation interest in the
Participation Loan, Lender and Participant shall jointly manage and enforce the
terms of the Loan Documents. Specifically, without the prior written consent of
Participant, Lender shall not (i) agree to any amendment or modification of any
of the Loan Documents of any kind or nature, (ii) waive any condition or
provision of the Loan Documents, (iii) declare any Event of Default or enforce
any remedy under the Loan Agreement or provided by law or in equity (whether
such Event of Default arises in whole or in part from any Non-Participation
Loan), or (iv) release any Collateral securing the Participation Loan.

        10. Collection After Maturity. If Lender liquidates Collateral or
receives a payment after maturity of the Participation Loan, by acceleration or
otherwise, and whether pursuant to a demand for payment or as a result of legal
proceedings against Borrowers or through payment by or action against any other
person in any way liable for the indebtedness evidenced by the Loan Documents,
or from any source whatsoever, such payment shall be applied in the following
order:

            a. To the unreimbursed costs and expenses, including attorney's
fees, incurred by Lender or Participant, in effecting such recovery or in
enforcing any right or remedy under the Loan Documents or in realizing upon the
Collateral;

            b. To accrued interest payable under the Participation Loan, of
which the portion due to Participant shall be paid to Participant;

            c. To the unpaid principal amount of the Participation Loan, of
which the portion due to Participant shall be paid to Participant; and

            d. To the unpaid principal, interest and origination fees payable
with respect to any Non-Participation Loan (whether any such Non-Participation
Loan is evidenced by the Line of Credit Loan Documents or other loan documents).

         The foregoing notwithstanding, it is expressly understood that if any
loss (including any un-reimbursed expenses in connection with the Loan
Documents) is sustained with respect to the Participation Loan, that portion of
the total loss which is equal to Participant's Participation Percentage shall be
borne by Participant with the balance of the loss being borne by Lender.

        11. Adjustments to Payments.

            a. If (i) Lender shall pay an amount to Participant pursuant hereto
in the belief or expectation that a related payment has been or will be received
or collected in connection with the Participation Loan, and (ii) such related
payment is not received or collected by Lender, then Participant will, within
three (3) business days of demand by Lender, return such amount to Lender,
together with interest thereon at the overnight Federal Funds Rate. The Federal
Funds Rate shall be the weighted average of the rates on overnight Federal Funds
transactions, with members of the Federal Reserve System only, arranged by
federal funds brokers, as published as of such day by the Federal Reserve Bank
of New York.

            b. Notwithstanding anything to the contrary contained herein, if
Lender determines at any time that any amount received or collected by Lender
with respect to the Participation Loan must be returned to Borrowers or paid to
any other person or entity pursuant to any insolvency law or sharing clause or
otherwise, then Lender will not be required to distribute any portion thereof to
Participant and, Participant will, within three (3) business days of demand by
Lender, repay any portion thereof that Lender shall have distributed to
Participant, together with interest thereon at such rate(s), if any, as Lender
shall be required to pay to Borrowers or such other person or entity with
respect thereto.

            c. If Participant shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) on
account of its Participation in excess of its Participation Percentage of
payments on account of the Participation Loan, Participant shall promptly remit
such excess to Lender.

        12. No Recourse; Limitation of Lender's Liability. Lender's only
obligation to Participant with respect to any payment of principal or of
interest on the Participation Loan or for any fees or other amounts payable by
Borrowers under any of the Loan Documents shall be to remit to Participant its
share of any such payment if, when, and as received by Lender. Neither Lender
nor Participant shall have any recourse against the other as a result of
Borrowers' failure to make any payment due under the Participation Loan or for
any fee or other amounts payable by Borrowers under the Loan Documents. Neither
Lender nor Participant shall have any responsibility with respect to any
representations, warranties or statements made by Borrowers in the Loan
Documents. All losses, including but not limited to those resulting from the
foregoing matters, shall be borne by the parties in proportion of their
respective proportionate shares of the Participation Loan.

         Although Lender will exercise the same care in administering the
Participation Loan as if the Participation Loan were made entirely for Lender's
own account, Lender shall have no liability to Participant for any loss except
for any actual loss suffered by Participant due to Lender's own gross negligence
or willful misconduct.

         Without limiting the foregoing, Lender shall be fully protected in
relying upon any certificate, document or other communication which appears to
it to be genuine and to have been signed or presented by the proper person or
persons and upon the advice of legal counsel, independent accountants and other
appropriate experts (including those retained by Borrowers), and shall not be
required to make any inquiry concerning the performance by Borrowers of their
obligations under or compliance by Borrowers with the terms and conditions of
any of the Loan Documents. Except as otherwise expressly set forth herein,
Lender shall not be deemed to be a trustee or fiduciary for Participant in
connection with this participation, the Line of Credit or any Loan Documents,
and has no duties to Participant.

        13. Reimbursement and Indemnification.

            a. Except as otherwise provided in this Agreement, each of Lender
and Participant (the "Indemnifying Party") shall reimburse the other party (the
"Indemnified Party") immediately on demand for its proportion of all
out-of-pocket expenses, including reasonable attorney's fees, incurred by the
Indemnified Party in connection with the making, managing, or collection of the
Participation Loan or Collateral or any portion thereof, to the extent not
recovered from Borrowers, and shall indemnify and hold the Indemnified Party
harmless from and against the Indemnifying Party's proportion of the amount of
any costs, expenses (including reasonable attorneys' fees and disbursements),
claims, damages, actions, losses or liabilities, that the Indemnified Party may
suffer or incur in connection with this Agreement or any of the Loan Documents,
or the transactions contemplated hereby or thereby, or any action taken or
omitted to be taken by the Indemnifying Party hereunder or thereunder
(collectively, the "Liabilities"). Notwithstanding the foregoing, however, the
Indemnifying Party shall have no obligation to reimburse the Indemnified Party
for any of the Indemnified Party's fees or costs incurred in connection with
this Agreement. In the event that the Indemnified Party recovers any such
amounts from Borrowers after the Indemnifying Party has reimbursed the
Indemnified Party for its proportion of any or all such Liabilities, the
Indemnified Party shall return to the Indemnifying Party its proportion of the
amounts recovered from Borrowers. Notwithstanding anything else set forth in
this Agreement, the obligations and indemnities under this Paragraph shall
survive the payment in full of the Participation Loan and termination of the
Loan Documents and this Agreement.

            b. In the event that the Indemnifying Party does not, on the date on
which the Indemnifying Party is advised by the Indemnified Party of the payment
by the Indemnified Party of any of the foregoing Liabilities, pay the
Indemnified Party in the amount of its proportionate share of Liabilities, the
Indemnifying Party shall pay the Indemnified Party, for each day until the date
of delivery to the Indemnified Party of such amount in immediately available
funds, interest on its proportionate share of the Liabilities at a rate equal to
the overnight Federal Funds Rate.

        14. Other Relationships with Borrowers.

            a. Each of Lender and Participant may accept deposits from, make
loans or otherwise extend credit to Borrowers (in compliance with Section 3),
and generally engage in any kind of financial services business with Borrowers,
or any affiliate of Borrowers, and receive payment on such loans or extensions
of credit (subject to Section 3) and otherwise act with respect thereto fully
and without accountability to the other party to this Agreement in the same
manner as if the Participation did not exist and the transactions described
herein were not in effect.

            b. No Other Party shall have any interest in any collateral (other
than the Collateral) to support any Non-Participation Loans made by an Advancing
Party to or for the account of Borrowers. Any payment by Borrowers to an
Advancing Party under any Non-Participation Loans (whether voluntary,
involuntary, through the exercise of an right of setoff or otherwise) shall be
applied first in reduction of amounts outstanding under the Participation Loan.

            c. No Advancing Party shall have any obligation to make any claim
against, or assert any lien upon or right of setoff against, any property held
by such party as security for a Non-Participation Loan which does not constitute
Collateral security for the Participation Loan.

        15. Lender's Warranties. Lender represents and warrants that:

            a. Except pursuant to the Original Participation Agreement, it has
not heretofore sold, assigned or otherwise disposed of any interest in the Line
of Credit.

            b. It has full power and authority to enter into and perform this
Agreement and the officer(s) of Lender signing the Agreement on behalf of
Participant have been duly authorized to do so.

            c. It will remain in possession of the original Loan Documents or
duplicate original copies of the Loan Documents.

            d. The principal amount outstanding as of the date of the Original
Participation Agreement under the Line of Credit Note was $16,961,571.28.

            e. Lender's officer responsible for the Line of Credit is not aware
of the existence of any Event of Default as defined in the Loan Documents as of
the date of this Agreement.

         Participant and Lender agree that Lender has not made and shall not at
any time be deemed to have made any further representation or warranty, express
or implied, with respect to (i) the due execution, authenticity, legality,
accuracy, completeness, validity or enforceability of any of the Loan Documents,
(ii) the financial condition or creditworthiness or insolvency of Borrowers or
any other entity which may have liability for the Participation Loan, or the
collectibility of the Participation Loan, or (iii) any other matter having any
relation to the Participation, the Participation Loan or the Loan Documents.

        16. Participant's Warranties. Participant represents, warrants and
acknowledges that:

            a. It has full power and authority to enter into and perform this
Agreement and the officers of Participant signing the Agreement on behalf of
Participant have been duly authorized to do so.

            b. It has reviewed and approved the form and substance of each of
the Line of Credit Loan Documents.

            c. Its decision to purchase this Participation and any future
decisions it makes with respect to its Participation in the Participation Loan
was based and will be based solely on its own independent evaluation of the
Participation Loan, the creditworthiness of Borrowers and any other entity which
may have liability for the Participation Loan, and its own investigation of the
legality, sufficiency, and enforceability of the Loan Documents, and of the
risks involved in the transactions contemplated in the Loan Documents and it is
not and will not rely on Lender with respect thereto.

        17. Assignment Upon Certain Events. Lender hereby assigns and transfers
to Participant all right, title and interest of Lender, if any, in and to
Participant's Participation interest in the Participation Loan; provided,
however, that, notwithstanding anything to the contrary herein, such assignment
shall become effective only upon the occurrence of an Assignment Event (as
defined below). An "Assignment Event" shall have occurred if (a) Lender ceases
doing business or Lender's existence is terminated by sale, dissolution, merger
or otherwise, (b) any assignment is made for the benefit of Lender's creditors,
(c) any receiver of Lender is appointed, (d) any insolvency, liquidation or
reorganization proceeding under the U.S. Bankruptcy Code or otherwise shall be
filed by or against Lender, or (e) an event of default shall have occurred
under, and the payment of any indebtedness of Lender shall have been accelerated
under, the terms of any loan agreement pursuant to which Lender has incurred
debt. Upon an Assignment Event, Lender shall execute and deliver or cause to be
executed and delivered such further instruments of conveyance, assignment and
transfer and shall take such other action as Participant may reasonably request
to give effect to the foregoing assignment.

        18. Termination. This Agreement shall terminate upon the complete
payment of all amounts due and satisfaction of all obligations of the Borrowers
under the Participation Loan.

        19. Notices. All notices, demands, consents, approvals and other
communications hereunder (collectively, "notices") shall be in writing or by
facsimile transmission and delivered to the parties at their respective
addresses set forth below, and the same shall be deemed to have been given or
made when delivered by courier or if made by facsimile transaction, upon receipt
of the answer back code of the designed party after transmission to the
designated party or if made by mail, then three days after having been deposited
in the United States mail, postage prepaid by registered or certified mail.

            Participant:        Woodward Holding, LLC
                                2300 Harmon Road
                                Auburn Hills, MI 48326
                                Attn: Paul Halpern
                                Telephone:  (248) 340-2264
                                Facsimile:   (248) 340-2258

            With a copy to:     Woodward Holding, LLC
                                2300 Harmon Road
                                Auburn Hills, MI 48326
                                Attn: Alan L. Schlang
                                Telephone:  (248) 340-2170
                                Facsimile:   (248) 340-2175

            Lender:             Sun Communities Operating Limited Partnership
                                31700 Middlebelt Road, Suite 145
                                Farmington Hills, Michigan 48334
                                Attn: Gary A. Shiffman
                                Telephone:  (248) 932-3100
                                Facsimile:   (248) 932-3072

            With a copy to:     Jaffe, Raitt, Heuer & Weiss, P.C.
                                One Woodward Avenue, Suite 2400
                                Detroit, MI 48226
                                Attn: Matthew Murphy
                                Telephone:  (313) 961-8380
                                Facsimile:   (313) 961-8358

        20. Assignments; Successors and Assigns. Participant warrants and
represents to Lender that its Participation in the Participation Loan is being
purchased for its own account and not for the purpose or intent of resale.
Participant hereby acknowledges that in reliance upon the foregoing warranty and
representation of Participant, Lender has not registered this loan participation
under the Federal Securities Act of 1933 (as amended) or under any state or
local laws. Except as otherwise permitted in this Agreement, neither Lender nor
Participant shall sell,

pledge, assign or otherwise transfer all or a portion of its interest in the
Participation Loan or any of its rights or obligations under this Agreement
without the prior written consent of the other party. Subject to the foregoing,
all provisions contained in this Agreement or related hereto shall inure to the
benefit of and shall be binding upon the respective permitted successors and
assigns of Lender and Participant.

        21. No Partnership; No Trust. Neither the execution of this Agreement,
nor any agreement to share in the profits or losses arising as a result of the
Participation created hereby, is intended to be or to create, nor will be
construed to be or create, a partnership, joint venture or other joint
enterprise between Lender and Participant.

         Neither the execution of this Agreement, nor Lender's holding the Loan
Documents in its own name, nor the servicing of the Participation Loan by
Lender, nor any other right, duty, or obligation of Lender under or pursuant to
any Loan Document or this Agreement, is intended to be or to create, nor will be
a constructive trust or other fiduciary relationship between Lender and
Participant. Notwithstanding the foregoing, (a) Lender and Participant agree
that any payment relating to a purchase of a participation interest by either
party to this Agreement received by the other party pursuant to Section 2 or 3
shall not be deemed to be the property of the receiving party and shall be held
in trust by the receiving party for the benefit of the purchasing party until
either (i) advanced by the receiving party under an advance request or (ii)
applied by the receiving party as reimbursement for an advance made by the
receiving party prior to receipt by the receiving party of an amount equal to
the purchasing party's participation percentage in such advance, and (b) Lender
agrees that a pro rata portion (based on the Participant's Participation
Percentage) of (i) any proceeds of Collateral received by Lender, and (ii) any
payments of principal, interest, penalties, fees or costs received by Lender
with respect to the Participation Loan, shall not be deemed to be the property
of Lender and shall be held in trust by Lender for the benefit of Participant
until remitted to Participant in accordance with this Agreement.

        22. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.

        23. Captions. The Paragraph captions in this Agreement have been
inserted solely for ease of reference, and are not a part of this Agreement.

        24. Entire Agreement. This Agreement embodies the entire agreement and
understanding between Lender and Participant and supersedes any and all prior
agreements and understandings with respect to the subject matter hereof,
including, without limitation, the Original Participation Agreement. This
Agreement may not be amended or in any manner modified unless such amendment or
modification is in writing and signed by both parties. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument. If any provision hereof
would be invalid under applicable law, then such provision shall be deemed to be
modified to the extent necessary to render it valid, while most nearly
preserving its original intent; no provision hereof shall be affected by another
provision being held invalid.

        25. Dispute Resolution. Any and all disputes, controversies or claims
arising out of or related in any way to this Agreement shall be resolved as
provided in this Section 25; provided, however, that either party may seek a
preliminary injunction or other provisional judicial relief if, in its judgment,
such action is necessary to avoid irreparable damage or to preserve the status
quo. Despite any such action, the parties will continue to participate in good
faith in the procedures set forth in this Section 25. The parties shall meet
promptly to make a good faith effort to resolve any dispute arising under this
Agreement. If the good faith attempts to resolve the dispute are unsuccessful,
the parties shall submit such dispute to arbitration. All such arbitration
proceedings shall be held in the Detroit, Michigan metropolitan area and shall
be conducted under the rules of the American Arbitration Association (the
"Rules"). A single arbitrator (the "Arbitrator") mutually agreeable to the
parties shall preside over such proceedings and shall make all decisions with
respect to the resolution of the dispute, controversy or claim between the
parties. In the event the parties are unable to agree on the Arbitrator within
fifteen (15) days after either party has filed for arbitration in accordance
with the Rules, they shall select a truly neutral arbitrator in accordance with
the Rules for the selection of neutral arbitrators, who shall be the
"Arbitrator" for the purposes of this Section 25. The decision of the Arbitrator
shall be final and binding on the parties, and a judgment may be entered in a
court of competent jurisdiction in order to enforce the Arbitrator's award. The
parties shall be entitled to reasonable levels of discovery (as determined by
the Arbitrator in his or her sole and absolute discretion) in accordance with
the Federal Rules of Civil Procedure. The parties also hereby acknowledge that
it is their intent to expedite the resolution of the dispute, controversy or
claim in question, and that the Arbitrator shall schedule the timing of the
hearing consistent with that intent. During the course of the proceedings, all
fees to be paid to the Arbitrator, and all expenses incurred by the Arbitrator
in connection with the arbitration, shall be borne equally by the parties.
However, the Arbitrator shall award all costs, expenses and fees, including
without limitation the Arbitrator's costs, expenses and fees and the prevailing
party's reasonable attorneys' fees, to the party prevailing in the Arbitration
as part of any award.

                            [signature page attached]

         IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Participation Agreement on May 10, 2002, provided, however, that this Amended
and Restated Participation Agreement for all purposes shall be effective as of
March 22, 2002.



                                       "LENDER"

                                       SUN COMMUNITIES OPERATING LIMITED
                                       PARTNERSHIP, a Michigan limited partnership

                                       By:   Sun Communities, Inc., a Maryland
                                             corporation
                                       Its:  General Partner

                                             By:     /s/ Gary A. Shiffman
                                                  -------------------------------

                                             Its:     President
                                                  -------------------------------

                                       "PARTICIPANT"

                                       Woodward Holding, LLC

                                       By:      /s/ Paul A. Halpern
                                           --------------------------------------

                                       Its:     Manager
                                           --------------------------------------

Basic Info X:

Name: AMENDED AND RESTATED PARTICIPATION AGREEMENT
Type: Amended and Restated Participation Agreement
Date: May 15, 2002
Company: SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
State: Michigan

Other info: