Debt and Lines of Credit

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



	Principal Outstanding				Weighted Average Years to Maturity		Weighted Average Interest Rates
	March 31, 2012		December 31, 2011		March 31, 2012	December 31, 2011	March 31, 2012		December 31, 2011
Collateralized term loans - CMBS	$	627,016	$	629,229	4.8	5.0	5.5	%	5.5	%
Collateralized term loans - FNMA	373,400		364,581		11.1	11.3	4.2	%	3.6	%
Aspen and Series B-3 Preferred OP Units	48,822		48,822		8.9	9.2	6.9	%	6.9	%
Secured borrowing (see Note 4)	83,611		81,682		13.1	13.2	11.2	%	11.2	%
Mortgage notes, other	154,722		143,877		3.2	3.2	3.6	%	3.8	%
Total debt	$	1,287,571	$	1,268,191	7.1	7.3	5.3	%	5.3	%

Collateralized Term Loans

In March 2011, we completed a collateralized mortgage backed security “CMBS” financing with JPMorgan Chase Bank, National Association for $115.0 million bearing an interest rate of 5.837% and a maturity date of March 1, 2021. This loan is secured by 11 properties. The loan refinanced $104.8 million of CMBS debt which was scheduled to mature in July 2011 and was collateralized using the same property pool.

In May 2011, we completed a refinancing agreement with Bank of America N.A., for $23.6 million. This debt bears an interest rate of 5.38% and has a maturity of June 1, 2021. This loan is secured by three properties. The loan refinanced $17.9 million of debt which was scheduled to mature in June 2012 and was collateralized using the same property pool.

In July 2011, we reached an agreement with Fannie Mae (“FNMA”) and PNC Bank, National Association, regarding the settlement of the litigation we commenced in November 2009 over certain fees charged when the variable rate loan facility was extended in April 2009. The agreement became effective January 3, 2012 and the litigation was dismissed. In accordance with the terms of the agreement, we have the option to extend the maturity date of our entire $367.0 million credit facility with PNC Bank and FNMA from 2014 to 2023, subject to compliance with certain underwriting criteria. This agreement also provided a reduction in the facility fee charged on our variable rate facility for 2011. In addition we drew a $10.0 million variable rate facility, which matures on May 1, 2023 and provides for interest-only payments until May 1, 2014, after which principal and interest payments will be due based on a 30-year amortization. The interest rate for the $10.0 million variable rate facility is equal to the 90-day LIBOR index, plus an investor spread equal to 95 basis points, plus a variable facility fee equal to 172 basis points through maturity.

The collateralized term loans totaling $1.0 billion as of March 31, 2012, are secured by 96 properties comprised of 35,176 sites representing approximately $580.2 million of net book value.

Aspen Preferred OP Units

The Aspen Preferred OP Units are convertible into 526,212 common shares based on a conversion price of $68 per share with a redemption date of January 1, 2024. The minimum and maximum annual preferred rate is 6.5 percent and 9.0 percent, respectively. The current preferred rate is 6.5 percent.

Secured Borrowing

See Note 4 for additional information regarding our collateralized receivables and secured borrowing transactions.

Mortgage Notes

In June 2011, we assumed secured debt with a principal balance $52.4 million, as a result of the Kentland acquisition (see Note 2 for acquisition details), that had a weighted average maturity of 4.4 years and weighted average annual interest rate of 5.70% at the date of acquisition. This secured debt was recorded at fair value on the date of the acquisition which was equal to the assumed principal balance. This debt is secured by 12 properties. The current weighted average maturity is 4.2 years with the current weighted average annual variable interest rate of 5.60%.

8. Debt and Lines of Credit, continued

In June 2011, we entered into a $22.9 million variable financing agreement with Bank of America N.A., to fund the Kentland and Orange City acquisition (see Note 2 for acquisition details). The agreement has a weighted average maturity of 3.7 years and weighted average annual variable interest rate of 3.10% at the date of acquisition. The debt was collateralized by six properties – five Kentland properties and Orange City. On February 1, 2012, we paid off $4.5 million of this agreement which was collateralized by Orange City. The current weighted average maturity is 3.2 years with the current weighted average annual variable interest rate of 3.09%.

In December 2011, we entered into a $17.0 million variable financing agreement with Bank of America, N.A. and The Private Bank to fund the Florida Properties acquisition (see Note 2 for acquisition details). The agreement has a weighted average maturity of 5.0 years and had an effective interest rate of 2.78% at the date of acquisition. The debt was collateralized by all three of the properties acquired in the Florida Properties acquisition. The current weighted average maturity is 4.7 years with the current weighted average annual variable interest rate of 2.74%.

In March 2012, we entered into an amended and restated variable financing agreement with Bank of America, N.A. and The PrivateBank which added an additional $19.0 million to the December 2011 variable financing agreement. The agreement has a weighted average maturity of 4.7 years and had an effective interest rate of 2.74% at March 31, 2012. The debt is collateralized by the three properties acquired in the Additional Florida Properties acquisition.

In March 2012, we paid off the entire $2.7 million mortgage agreement secured by Leisure Village which was due to mature on April 1, 2012.

The mortgage notes totaling $154.7 million as of March 31, 2012, are collateralized by 32 properties comprised of 8,453 sites representing approximately $266.5 million of net book value.

Lines of Credit

In September, 2011, we entered into a senior secured revolving credit facility with Bank of America, N.A., and certain other lenders in the amount of $130.0 million (the "Facility"), which replaced our $115.0 million revolving line of credit. The Facility is secured by a first priority lien on all of our equity interests in each entity that owns all or a portion of the properties constituting the borrowing base and collateral assignments of our senior and mezzanine debt positions in certain borrowing base properties. The Facility has a built-in accordion feature allowing up to $20.0 million in additional borrowings and a one-year extension option, both at our discretion. The Facility matures on October 1, 2015, assuming the election of the extension. The Facility bears interest at a floating rate based on Eurodollar plus a margin that is determined based on our leverage ratio calculated in accordance with the Facility, which can range from 2.25% to 2.95%. Based on our calculation of the leverage ratio as of March 31, 2012, the margin is 2.50% . The outstanding balance on the line of credit was zero and $107.5 million as of March 31, 2012 and December 31, 2011, respectively. In addition, $4.0 million of availability was used to back standby letters of credit as of March 31, 2012 and December 31, 2011. As of March 31, 2012 and December 31, 2011, $126.0 million and $18.5 million, respectively, were available to be drawn under the facility based on the calculation of the borrowing base at each date.

We have a $20.0 million secured line of credit agreement collateralized by a portion of our rental home portfolio. The net book value of the rental homes pledged as security for the loan must meet or exceed 200 percent of the outstanding loan balance. The terms of the agreement require interest only payments for the first 5 years, with the remainder of the term being amortized based on a 10 year term. The current effective interest rate is Prime plus 200 basis points, or 5.5 percent at March 31, 2012. Prime shall mean the prime rate published in the Wall Street Journal adjusted the first day of each calendar month. The outstanding balance was zero as of March 31, 2012. The outstanding balance was $16.0 million as of December 31, 2011.

We have a $12.0 million manufactured home floor plan facility renewable indefinitely until our lender provides us 12 month notice of their intent to terminate the agreement. The interest rate is 100 basis points over the greater of Prime or 6.0 percent (effective rate 7.0 percent at March 31, 2012). Prime means the prevailing “prime rate” as quoted in the Wall Street Journal on the first business day of each month. The outstanding balance was $6.0 million and $5.5 million as of March 31, 2012 and December 31, 2011, respectively.

8. Debt and Lines of Credit, continued

As of March 31, 2012, the total of maturities and amortization of debt and lines of credit during the next five years, are as follows (in thousands):



	Maturities and Amortization By Year
	Total Due		Apr 2012 - Dec 2012		2013		2014		2015		2016		After 5 years
Lines of credit	$	5,984	$	5,984	$	—	$	—	$	—	$	—	$	—
Mortgage loans payable:
Maturities	1,003,025		13,961		33,754		185,774		16,622		299,706		453,208
Principal amortization	152,113		12,636		17,932		17,594		16,883		15,293		71,775
Aspen and Series B-3 Preferred OP Units	48,822		4,670		4,145		4,225		—		—		35,782
Secured borrowing	83,611		2,661		3,844		4,206		4,656		5,160		63,084
Total	$	1,293,555	$	39,912	$	59,675	$	211,799	$	38,161	$	320,159	$	623,849

The most restrictive of our debt agreements place limitations on secured borrowings and contain minimum fixed charge coverage, leverage, distribution and net worth requirements. As of March 31, 2012, we were in compliance with all covenants.