EXHIBIT 10(g)
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SECOND AMENDED AND RESTATED CONSULTING AGREEMENT
This SECOND AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of
January 9, 2005, among UNIPROP MANUFACTURED HOUSING COMMUNITIES INCOME FUND II,
a Michigan limited partnership (the "Partnership"), GENESIS ASSOCIATES, a
Michigan limited partnership and the general partner of the Partnership (the
"General Partner") and MANUFACTURED HOUSING SERVICES INC. (the "Consultant").
W I T N E S S E T H:
WHEREAS, pursuant to the Section 12i of the Agreement of Limited
Partnership (as amended by the First Amendment to Uniprop Manufactured Housing
Communities Income Fund II Agreement of Limited Partnership dated November 7,
1986, and by the Second Amendment to Agreement of Limited Partnership dated as
of August 3, 1998, the "Partnership Agreement"), the General Partner has no
authority to take any action without the prior consent of the Consultant, to the
extent that such consent is required by this Agreement, without the prior
approval of a majority in interest of the Limited Partners of the Partnership;
WHEREAS, the Partnership, the General Partner and the Consultant
entered into a Consulting Agreement as of February 10, 1986 in order to set
forth the types of transactions as to which the General Partner is required to
consult with the Consultant and the terms and conditions on which the Consultant
will provide such consulting services; and
WHEREAS, the Partnership, the General Partner and the Consultant now
desire to enter into this Second Amended and Restated Consulting Agreement (the
"Agreement") to modify certain provisions;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto agree as follows:
1. Transactions Covered. The Partnership and the General Partner agree
that in the following transactions and matters the General Partner (i) shall
consult with the Consultant and obtain its written recommendation, and (ii)
shall not take action on such transactions or matters on behalf of the
Partnership contrary to any recommendation of the Consultant without the prior
approval of a majority in interest of the Limited Partners.
(a) Financing. In connection with the Financing or refinancing of
any Property owned by the Partnership, the General Partner
shall obtain the written affirmative recommendation of the
Consultant prior to (i) incurring any indebtedness or (ii)
pledging directly or indirectly any property of the
Partnership as security for the payment of any obligation.
(b) Acquisitions and Sales. In connection with the sale of any
Property owned by the Partnership, the General Partner shall
obtain the written affirmative recommendation of the
Consultant prior to entering into such transaction on behalf
of the Partnership.
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(c) Joint Ventures. In connection with the investment or
disposition of any interest in a joint venture by the
Partnership, the General Partner shall obtain the written
affirmative recommendation of the Consultant prior to making
any such investment or disposition.
(d) Other Capital Transactions. In connection with the entering
into by the Partnership of any Capital Transaction other than
as described in Sections 2(a) or (b), the General Partner
shall obtain the written affirmative recommendation of the
Consultant prior to entering into any Capital Transaction on
behalf of the Partnership.
(e) Appraisals. In connection with annual appraisals of
Properties, the General Partner shall obtain the written
affirmative recommendation of the Consultant prior to
selecting any real estate appraiser other than ▇▇▇▇▇▇▇ &
Wakefield, Inc. to perform the annual appraisal of the
Properties, and the General Partner shall select only national
real estate appraisers comparable in reputation to ▇▇▇▇▇▇▇ &
Wakefield, Inc. The Consultant has the right at any time to
recommend to the General Partner and the Partnership (i) the
removal or change of real estate appraiser, (ii) the selection
of an appraiser of the net asset value of the Units
independent of the General Partner (including an Affiliate of
the Consultant) and (iii) any other matter related to such
real estate appraisals, provided that the compliance by the
Partnership with such recommendation will not prevent the
Partnership from complying with the requirements of ERISA.
(f) Property Management. In connection with Property management
arrangements, the General Partner shall obtain the written
affirmative recommendation of the Consultant prior to taking
any action authorizing any party other than Uniprop AM, LLC to
provide management services with respect to any of the
Properties and prior to authorizing any arrangement with any
Property manager, including Uniprop, Inc., with respect to
fees payable for such management services. The Consultant has
the right at any time to recommend the removal or change of
any Property manager, including Uniprop, Inc., for reasonable
cause. Upon such recommendation by the Consultant, the General
Partner has 120 days to decide to either remove or change the
Property manager or seek arbitration as provided herein to
determine whether "reasonable cause" exists. If the General
Partner initiates an arbitration proceeding, no removal or
change of the Property manager will be required until a final
decision has been issued in the arbitration proceeding.
(g) Agreements. The entering into by the Partnership of any other
agreement. In this connection, the General Partner shall
furnish to the Consultant, prior to entering into, a copy of
every written agreement and a summary of every oral agreement
to be entered into by or on behalf of the Partnership or the
General Partner (in its capacity as such) involving
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(i) the furnishing of property or services to the Partnership
by any person other than the General Partner if such agreement
provides for payment by the Partnership equal to or in excess
of $50,000 in any year, or (ii) the furnishing of property or
services to the Partnership by the General Partner or an
Affiliate of the General Partner if such agreement provides
for payment by the Partnership in excess of $25,000 in any
year and in the case of each of clauses (i) or (ii) shall
obtain the written affirmative recommendation of the
Consultant prior to entering into any such agreement relating
to the Partnership's business. The Consultant has the right at
any time to recommend the amendment or termination of any such
agreement in accordance with its terms.
(h) Reserves. In connection with the establishment of Reserves,
the General Partner shall obtain the written affirmative
recommendation of the Consultant prior to creating any
Reserves and prior to changing the level of Reserves that the
Partnership shall maintain.
(i) Distribution Computations. In connection with distribution of
funds to the Unit Holders and Partners, the General Partner
shall obtain the written affirmative approval of the
Consultant (or failing written approval, no response from the
Consultant within five days after receipt of the written
proposal described in Section 4 hereof) as to computation of
the amount of any proposed distribution prior to making any
distribution of Partnership funds to the Partners and prior to
authorizing any such distribution.
(j) Amendments. In connection with amendment of the Partnership
Agreement, the General Partner shall obtain the written
affirmative recommendation of the Consultant prior to
effecting any amendment to the Partnership Agreement or
submitting any proposed amendment for approval by Unit Holders
and the Limited Partners.
(k) Reporting. In connection with reports to Partners, the General
Partner shall furnish for review and approval to the
Consultant all information furnished to the Unit Holders and
Limited Partners generally, in reasonably final draft form, at
least five days prior to distribution during the period until
all Offering Proceeds available for investment are invested in
Specified and Unspecified Properties (or failing written
approval, no response from the Consultant within five days
after receipt of the written proposal described in Section 4
hereof), and the Consultant has the right at any time to
recommend to the General Partner the furnishing of any
information to the Limited Partners. The General Partner shall
cooperate with the Consultant, including making available for
review such books and records of the Partnership as the
Consultant deems, from time to time, necessary. The Consultant
also has the right at any time to make recommendations
regarding reports furnished to
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Limited Partners, including with respect to parties preparing
such report, the information contained in such reports and the
timing of such reports.
(1) Investor Services. In connection with Partnership
administration and investor servicing, the Consultant shall
review, with the cooperation of the General Partner, the
performance of any Person performing Partnership
administrative and investor servicing tasks, and for
reasonable cause may recommend the replacement of such Person.
Upon such recommendation by the Consultant, the General
Partner has 120 days to decide to either replace such Person
or seek arbitration as provided herein to determine whether
"reasonable cause" exists. If the General Partner initiates an
arbitration proceeding, no replacement of such Person will be
required until a final decision has been issued in the
arbitration proceeding.
(m) Professional Services. In connection with selection of
accountants, attorneys, investment bankers, appraisers and
other professionals other than in connection with the
organization of the Partnership or the public offering of
Units, the General Partner shall obtain the written
affirmative recommendation of the Consultant prior to the
selection of any Person to perform accounting services for the
Partnership other than BDO ▇▇▇▇▇▇▇, LLP. The Consultant shall
have the right at any time to review and approve the fees (but
only to the extent that such fees would exceed $25,000 per
annum to any one Person or firm) and performance of such
accountants, attorneys, investment bankers, appraisers or
other professionals and to recommend to the General Partner
for reasonable cause to take effect automatically 60 days
after written notice to the General Partners, if the
circumstances giving rise to such recommendation shall not
have been cured to the satisfaction of the Consultant within
such period. Within such period, the General Partner has the
right to seek arbitration as provided herein to determine
whether "reasonable cause" exists, and if any such arbitration
proceeding is continuing, the General Partner shall have an
additional 60 days or until completion of the arbitration,
whichever comes earlier, the change or removal of any
accountants, attorneys, investment bankers, appraisers or
other professionals.
(n) Tax Election. In connection with various tax elections
required or permitted to be made by the Partnership,
including, without limitation, under Section 754 of the Code,
the General Partner shall consult with the Consultant and
obtain the Consultant's written recommendation as to whether
or not to make such election.
(o) Partnership Changes. In connection with the matters referred
to in Section 18e of the Partnership Agreement, the General
Partner shall obtain the written affirmative recommendation of
the Consultant before taking any action in connection
therewith. In addition, the Consultant
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shall have the right to make its own recommendations to the
Partnership with respect to such matters.
2. Consulting Services.
(a) The General Partner shall submit from time to time in writing
to the Consultant each proposal to be considered by the
Consultant pursuant to the provisions of Section 1 above, and
shall notify the Consultant of the date the Consultant's
recommendation shall be submitted, which date shall not be
less than fifteen business days after the receipt of the
General Partner's notice unless otherwise agreed in writing by
the Consultant. The Consultant shall render its recommendation
to the Partnership by the date specified by the General
Partner; provided that the Consultant may submit its
recommendation to the Partnership up to thirty calendar days
after the date specified by the General Partner if the
Consultant submits a written request for such an extension to
the General Partner and the General Partner receives that
request on or before the due date originally specified. If the
General Partner makes a material modification to the proposal
during the 15 business day period or during the 30 calendar
day extension, if applicable, the Consultant may submit its
recommendation up to 15 calendar days after the end of the 15
business day period or 30 calendar day extension, as
applicable. The General Partner shall concurrently or
thereafter furnish to the Consultant the following
information:
(i) if the General Partner has submitted a proposal for
the Financing of a Property by the Partnership,
current operating information concerning such
Property including the latest financial statements
for such Property, the proposed terms of such
Financing including whether any lender will require
as a condition to such Financing that its consent be
obtained prior to any change in or removal of the
General Partner of the Partnership, and projections
showing the impact of the proposed Financing on the
anticipated results of operation of the Property and
allocations and distributions of the Partnership;
(ii) if the General Partner has submitted a proposal for
the sale of a Property by the Partnership, current
operating information concerning such Property
including the latest financial statements for such
Property and the proposed terms of sale including
whether the Partnership intends to accept
purchase-money obligations from the buyers of such
Property; and
(iii) with respect to every other transaction or matter
listed in Section 1 above, such information as the
Partnership possesses that is directly or indirectly
related to the matter being considered by the
Consultant.
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In addition, the General Partner shall furnish to the Consultant such
other information as is in its possession upon request with respect to any such
transaction or matter and shall endeavor to obtain such other information as the
Consultant shall reasonably request if it is not then in the possession of the
General Partner.
(b) The Consultant shall review all proposals submitted to it by
the General Partner for the transactions and matters listed in
Section 1 above and shall provide the General Partner and the
Partnership with a written recommendation with respect to each
such proposal. The Consultant's recommendation shall address
the proposal from the perspective of the Partnership and its
Limited Partners. The Consultant shall submit its
recommendation to the General Partner on or before the date
specified in Section 2(a).
(c) If the Consultant makes a recommendation with respect to any
transaction or matter covered by Section 1 and the General
Partner determines to solicit the approval of a majority in
interest of the Limited Partners of the Partnership in order
that it may nevertheless enter into such transaction or matter
on the Partnership's behalf or not comply with the
recommendation of the Consultant, the General Partner shall,
not less than 15 days before the first mailing of materials
soliciting the approval of any Limited Partner, notify
promptly the Consultant of such determination by the General
Partner. The Consultant shall thereupon have the right to
furnish to the General Partner a written statement of the
Consultant in support of its recommendation within 10 days
after the notice of the General Partner referred to in the
preceding sentence. The General Partner shall include in its
soliciting material the statement of the Consultant, and
neither the General Partner nor the Partnership shall be
responsible for such statement. If the General Partner intends
to include in its soliciting material any statement supporting
the approval by the Limited Partners, the General Partner
shall, not later than five days prior the earlier of the date
such soliciting materials are first filed with the Securities
and Exchange Commission or mailed to the Limited Partners,
furnish to the Consultant a copy of the General Partner's
statement supporting approval by the Limited Partners.
The Consultant's written recommendation shall be in a form
suitable for distribution to the Limited Partners and for
filing with the Securities and Exchange Commission or state
securities regulators as part of a registration statement or
proxy statement. The Consultant agrees that it will revise or
expand upon such written recommendation if and to the extent
required by the Securities and Exchange Commission or any
other regulatory authority. The parties acknowledge that the
requirements of the paragraph do not expand upon the scope of
the recommendation letter required to be rendered by the
Consultant pursuant to Section 2(b). In particular, the
parties acknowledge that if a formal fairness opinion were
required to be rendered in connection with a particular
proposal, the
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preparation and rendering of such an opinion would be outside
the scope of this Agreement. The Partnership and the General
Partner would be free to contract with the Consultant or with
any other party, in their sole and absolute discretion, to
obtain such a formal fairness opinion.
3. Compensation. For its services hereunder, the Consultant will be
paid a fee of $20,000 annually (the "Consultant's Fee"). On January 9, 2011, if
this Agreement is then still in effect, the Consultant's Fee shall increase to
$22,000 annually. The Consultant's Fee shall be payable in four equal
installments, in part in advance and in part in arrears, on the forty-fifth day
of each calendar quarter. If this Agreement commences other than on the first
day of a calendar quarter the Consultant's Fee for the partial calendar quarter
shall be pro rated to reflect the actual number of days in the calendar quarter
for which the Consultant is to provide services and shall be paid on the
forty-fifth day of such calendar quarter or on the date of commencement of this
Agreement, if later.
If this Agreement terminates for cause pursuant to Section 5(a) hereof,
no farther Consultant's Fee shall be payable pursuant to this Agreement. If the
for-cause termination occurs other than on the last day of a calendar quarter,
the Consultant's Fee shall be pro rated to reflect the actual number of days in
the calendar quarter for which this Agreement is in force, and within 10
business days following termination the Partnership shall pay the Consultant any
amount then owing or the Consultant shall refund to the Partnership any amount
overpaid with respect to that quarter, as the case may be.
If this Agreement terminates for any reason other than a for-cause
termination pursuant to Section 5(a) hereof, the Partnership shall continue to
pay the Consultant the Consultant's Fee through the period ending seven years
from the date of this Agreement.
In addition, the Consultant shall be reimbursed up to a maximum of
$11,250 plus the reasonable, accountable cost of any errors and omissions or
other similar insurance obtained by the Consultant (up to $5,000 annually) in
any year for all accountable out-of-pocket expenses incurred by it in connection
with the performance of consulting services hereunder, other than expenses for
any person retained by Consultant to perform an additional current appraisal of
a Property in connection with a transaction being reviewed by Consultant. The
Consultant shall not have recourse against the General Partner in the event such
fees and expenses are not paid by the Partnership. This Section 3 shall survive
termination of this Agreement.
4. Term. Unless sooner terminated under Section 5, this Agreement shall
continue until the first to occur of the following: the dissolution and
liquidation of the Partnership in accordance with the terms of the Partnership
Agreement; or the expiration of the term of the Partnership as provided therein.
5. Termination for Cause. The Partnership or the General Partner may
terminate this Agreement at any time for cause upon delivery of written notice
to the Consultant. The Consultant may terminate this Agreement at any time for
cause upon delivery of written notice to the Partnership.
(a) The Partnership or General Partner shall have cause for
termination:
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(i) If the Consultant shall default in the performance of
its obligations pursuant to Section 2(b) of this
Agreement; or
(ii) If bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other
proceedings for relief under any bankruptcy law or
similar law for the relief of debtors, are instituted
by or against the Consultant, are allowed against the
Consultant or are consented to or are not dismissed,
stayed or otherwise nullified within thirty days
after such institution; or
(iii) If ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to be the sole
shareholder and President of the Consultant unless
the Partnership, in its sole and absolute discretion,
shall give written consent for the transfer of ▇▇▇▇▇▇
▇▇▇▇▇▇'▇ ownership interest in the Consultant; or
(iv) If any change in applicable law renders this
Agreement, in whole or material part, illegal or
unenforceable.
(b) The Consultant shall have cause for termination:
(i) If the Partnership or the General Partner shall
default in the performance of any material covenant,
agreement, term or provision of this Agreement and
such default shall continue for a period of sixty
days after written notice to the Partnership from the
Consultant stating the specific default; or
(ii) If bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other
proceedings for relief under any bankruptcy law or
similar law for the relief of debtors, are instituted
by or against the Partnership, and, if instituted
against the Partnership, are allowed against the
Partnership or are consented to or are not dismissed,
stayed or otherwise nullified within thirty days
after such institution; or
(iii) If any change in applicable law renders this
Agreement, in whole or material part, illegal or
unenforceable.
(c) Upon the expiration or termination of this Agreement, no party
shall have any further right hereunder or any further
obligation hereunder to the others, except for the
obligations, promises or covenants contained herein which are
expressly made to extend beyond the term of this Agreement.
(d) Any party having actual knowledge of an event creating cause
for termination of this Agreement shall be deemed to have
waived its right to terminate with cause on the basis of that
particular event pursuant to this Section 5 if it has not
exercised its termination right within 30 calendar days after
actually knowing of the event.
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6. Relationship of the Parties. It is expressly understood and agreed
by the parties that, in providing services under this Agreement, the Consultant
shall at all times act as an independent contractor, not as an employee or agent
of the Partnership, nor shall the Partnership be an employee or agent of the
Consultant. Further, it is expressly understood and agreed by the parties that
nothing contained in this Agreement shall be construed to create a joint
venture, partnership, association or other affiliation or like relationship
among the parties, or a relationship of landlord and tenant, it being
specifically agreed that their relationship is and shall remain that of
independent parties to a contractual relationship as set forth in this
Agreement. In no event shall either party be liable for the debts or obligations
of the other of them, except as otherwise specifically provided in this
Agreement.
7. Indemnification.
(a) The Partnership agrees to indemnify and hold harmless the
Consultant against any losses, claims, damages or liabilities,
joint or several, to which the Consultant may become subject
under or on account of this Agreement, except to the extent
that such losses, claims, damages or liabilities (or actions
in respect thereof) are a direct result of the gross
negligence, willful misconduct or fraud of the Consultant. The
Partnership will reimburse the Consultant for any legal or
other expenses reasonably incurred by the Consultant in
connection with investigating or defending against any such
loss, claim, damage, liability or action; provided, however,
that if the Partnership has specifically agreed to pay any
settlement or judgment in respect of such action or claim, has
made all such reimbursements of such expenses to such date and
can reasonably demonstrate the continuing financial ability to
comply with the terms of this Section 7(a), it shall not be
required to indemnify the Consultant for any payment made by
the Consultant to any claimant in settlement of any suit or
claim unless such payment is approved by the Partnership
(which approval shall not be unreasonably withheld) or by a
court having jurisdiction of the controversy. This Section
7(a) shall remain in full force and effect notwithstanding any
investigation made by the Consultant or on behalf of the
Consultant, shall survive termination of this Agreement, and
shall be in addition to any liability which the Partnership
may otherwise have.
(b) The Consultant agrees to indemnify and hold harmless the
Partnership and the General Partner, and any person which
controls either of them, against any losses, claims, damages
or liabilities, joint or several, to which the Partnership or
the General Partner or such controlling person may become
subject, under this Agreement, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon any breach or alleged breach of this
Agreement by the Consultant. The Consultant will reimburse the
Partnership and the General Partner for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending against any such loss, claim,
damage, liability or action; provided, however, that if the
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Consultant has specifically agreed to pay any settlement or
judgment in respect of such action or claim, has made all such
reimbursements of such expenses to such date and can
reasonably demonstrate the continuing financial ability to
comply with the terms of this Section 7(b), the Consultant
shall not be required to indemnify the Partnership or the
General Partner for any payment made to any claimant in
settlement of any suit or claim unless such payment is
approved by the Consultant (which approval shall not be
unreasonably withheld), or by a court having jurisdiction of
the controversy; and provided further that the Consultant
shall not be liable under this Section 7(b) for any losses,
claims, damages or liabilities arising out of any act or
failure to act on the part of any other person, but shall be
liable only with respect to the Consultant's own acts or
failures to act. This indemnity shall remain in full force and
effect notwithstanding any investigation made by or on behalf
of the Partnership or the General Partner, shall survive any
termination of this Agreement, and shall be in addition to any
liability which the Consultant may otherwise have.
(c) No indemnifying party shall be liable under the indemnity
provisions contained in Sections 7(a) and 7(b) unless the
indemnified party shall have notified such indemnifying party
in writing promptly after the first written notice or the
summons or other first legal process giving information of the
nature of the claim or of the commencement of the action shall
have been delivered to or served upon the indemnified party
(but failure to notify an indemnifying party of any such claim
shall not relieve it from any liability otherwise than on
account of its indemnity rights contained in Sections 7(a) or
7(b) which it may have to the indemnified party against whom
action is brought). In case any claim is made or any action is
brought against any indemnified party upon any claim as to
which such indemnified party claims indemnity pursuant to
Sections 7(a) or 7(b) or otherwise, the indemnifying party
shall be entitled to participate at its own expense in the
defense, or, if it so elects, in accordance with arrangements
satisfactory to any other indemnifying party or parties
similarly notified, to assume the defense thereof, with
counsel who shall be satisfactory to such indemnified party
and any other indemnified parties who are defendants in such
action; and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense
thereof and the retaining of such counsel by the indemnifying
party, the indemnifying party shall not be liable to such
indemnified party under Sections 7(a) or 7(b) or otherwise for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof,
other than the reasonable costs of investigation.
Notwithstanding the election of an indemnifying party to
assume the defense of any such action, if (i) the indemnifying
party shall not have employed counsel to have charge of the
defense of such action or proceeding or (ii) such indemnified
party shall have reasonably concluded that there may be
defenses available to
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it which are different from or additional to those
available to the indemnifying party (in which case
the indemnifying parry shall not have the right to
direct the defense of such action or proceeding on
behalf of the indemnified party), then in either of
such events the indemnifying party shall bear all
legal or other expenses incurred by the indemnified
parry in connection with the defense of such action.
8. Waiver. The failure of a parry to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to that term or any other term of
this Agreement.
9. Entire Agreement. This Agreement supersedes all previous contracts
or agreements among the parties with respect to the subject matter hereof and
constitutes the entire Agreement among the parties with respect thereto.
10. Amendments. This Agreement may be amended only be an instrument in
writing signed in the manner provided in Section 12 below, effective as of the
date stipulated therein.
11. Invalidity of Particular Provisions. If any term or provisions of
this Agreement, or any application thereof to any person or circumstance shall
to any extent, be invalid or unenforceable, the remainder of this Agreement, or
the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term and provision of this Agreement shall be valid and be
enforceable to the fullest extent allowable by law.
12. Execution. This Agreement and any amendments hereto shall be
executed in no fewer than two counterparts by a duly authorized officer or agent
of each party hereto. Each counterpart so executed shall be deemed an original,
but all original counterparts shall together constitute one and the same
instrument.
13. Further Actions. Each of the parties agrees that it shall hereafter
execute and deliver such further instruments and do such further acts and things
as may be reasonably required or useful to carry out the intent and purpose of
this Agreement and as are not inconsistent with the terms hereof.
14. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Consultant, the General Partner, the
Partnership and their respective successors and assigns. This Agreement may not
be assigned by the General Partner or the Partnership without the prior written
consent of the Consultant. This Agreement may not be assigned by the Consultant
without the prior written consent of the General Partner.
15. Notices. All demands, notices and other communications under this
Agreement shall be in writing shall be personally delivered or sent by
registered mail, overnight courier or telecopy, shall be deemed to have been
duly given when received, and shall be addressed as follows:
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To the General Partner or the Partnership:
Genesis Associates
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax:(▇▇▇)▇▇▇-▇▇▇▇
To the Consultant:
Manufactured Housing Services, Inc.
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Dechert LLP
Attn. ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
4000 ▇▇▇▇ Atlantic Tower
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax:(▇▇▇)▇▇▇-▇▇▇▇
or at such address as may hereafter be furnished in writing by any parry to the
others.
16. Defined Terms. Capitalized terms defined in the Partnership
Agreement but not defined herein shall have the same meanings as are provided
therefor in the Partnership Agreement.
17. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of New York.
18. Remedies. In the case of any disputes arising under this Agreement,
the prevailing party shall be entitled to recover reasonable legal fees and
costs from the adverse party.
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EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement as of the date first above written.
UNIPROP MANUFACTURED HOUSING
COMMUNITIES INCOME FUND II
By: Genesis Associates, a Michigan Limited
Partnership, General Partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, VICE PRESIDENT
GENESIS ASSOCIATES,
a Michigan Limited Partnership
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇, VICE PRESIDENT
MANUFACTURED HOUSING SERVICES, INC.
By:
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EXECUTION COPY
UNIPROP MANUFACTURED HOUSING
COMMUNITIES INCOME FUND II
By: Genesis Associates, a Michigan Limited
Partnership, General Partner
By:
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GENESIS ASSOCIATES,
a Michigan Limited Partnership
By:
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MANUFACTURED HOUSING SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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