NC0022691_Permit Modification_20090925

NPDES DOCIMENT SCANNIN` COVER SHEET
NC0022691
Autumn Forest WWTP
NPDES Permit:
Document Type:
Permit Issuance
Wasteload Allocation
Authorization to Construct (AtC)
Permit Modification
Complete File - Historical
Engineering Alternatives (EAA)
Plan of Action
Instream Assessment (67b)
Speculative Limits
Environmental Assessment (EA)
Permit
History
Document Date:
September 25, 2009
This document is printed on reuse paper - ignore arty
content on the reYerse side

Awi
NCDENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Division of Water Quality
Coleen H. Sullins Dee Freeman
Director Secretary
September 25, 2009
Dimitris Rentzios
ARCML06 LLC A/K/A Autumn Forest MHC
4643 S Ulster Street
Denver, Colorado 80237
Subject: Notification of Jordan Lake Nutrient Requirements
NPDES Permit NC0022691
Autumn Forest MHC WWTP
Guilford County
Dear Mr. Tentzios:
Governor Bev Perdue recently signed legislation to complete passage of rules for the Jordan Lake
Nutrient Management Strategy. The Strategy includes a Wastewater Discharge rule (T15A NCAC 02B
.0270) that applies to your wastewater treatment facility. Pursuant to Sub -Item (6)(d) of the rule, I am
writing to notify you of the nutrient allocations assigned to your facility.
This letter addresses only certain provisions of the Jordan Lake Wastewater Discharge rule. I encourage
you to familiarize yourself with the remainder of this rule.
Nutrient Allocations. The Wastewater Discharge rule establishes the maximum loads of nitrogen and
phosphorus that can be released from wastewater treatment facilities into the Jordan Lake watershed.
The rule provides that these wasteload allocations are to be divided among the existing facilities in
proportion to (with specific exceptions) their 2001 permitted flows. It also provides that facilities
permitted to discharge 100,000 gpd or more are to receive nitrogen and phosphorus limits equivalent to
their individual allocations.
Your facility has been assigned nitrogen and phosphorus allocations. The allocations are expressed as
annual mass loadings delivered to the lake. Due to foreseeable losses between the discharge point and
the lake, they are also expressed as the equivalent discharge loads at the point of discharge. The
delivered and the corresponding discharge allocations assigned to your facility are as follows:
NC0022691
Delivered Allocation
(lb/yr)
Transport
Factor (%)
Discharge Allocation
(lb/yr)
Total Nitrogen
1,558
52
2,995
Total Phosphorus
230
46
499
2001 Permitted Flow: 0.082 MGD
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St. Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Internet www.ncwaterquality.org
An Equal opportunity 1 Affirmative Action Employer
NorthCarolina
Naturally

Dimitris Rentzios
Notification of Jordan Lake Nutrient Requirements
September 25, 2009
Nutrient Limits. Your facility will not receive new nutrient limits at this time. However, any nutrient
limits already in your NPDES permit will remain in effect.
If the facilities permitted for less than 100,000 gpd, as a group, approach their allocations for nitrogen
or phosphorus, the Division will consider whether nutrient limits are necessary to protect water quality
at that time. In the event that nutrient limits become necessary, the limits would equal your facility's
discharge allocations.
Nutrient Trading. The rule provides that, when one utility connects to another, the allocations held by
the closing facility are transferred to the remaining facility. The rule also provides for the trading of
allocations among dischargers within each of the major Jordan subwatersheds. Be sure to consult with
the Division's NPDES staff before you consider selling allocation: transactions can have profound
implications for your facility and its permit.
If you have any questions regarding these allocations, please contact me at [phone] or at
[e-mail].
cc:
Winston-Salem Regional Office
NDPES Files
Central Files
Sincerely,
Coleen H. Sullins
2

A7A
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
June 25, 2009
DIMITRIS RENTZIOS
VP OF UTILITIES AND ANCILLARY SERVICES
ARCML06 LLC AJK/A AUTUMN FOREST MHC
4643 SOUTH ULSTER STREET
SUITE 400
DENVER CO 80237
Subject: NPDES Permit Modification- Name and/or
Ownership Change
Permit Number NC0022691
Autumn Forest MHC WWTP
Guilford County
Dear Mr. Rentzios:
Division personnel have reviewed and approved your request to transfer ownership of the subject permit, received
on June 22, 2009. This permit modification documents the change of ownership.
Please find enclosed the revised permit. All other terms and conditions contained in the original permit remain
unchanged and in full effect. This permit modification is issued under the requirements of North Carolina General
Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection
Agency.
If you have any questions concerning this permit modification, please contact the Point Source Branch at (919)
807-6304.
Sincerely,
oleen H. Sullins
cc: Central Files
Winston-Salem Regional Office, Surface Water Protection
NPDES Unit File NC22691
Patrick Waite, Helix Funds, 2 N. Riverside Plaza, Suite 1400, Chicago, IL 60606
Community Manager, Autumn Forest, 3700 Autumn Forest Drive, Brown Summit, NC 27406
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Internet: www.ncwaterquality.org
An Equal Opportunity 1 Affirmative Action Employer
Nne
orthCarolina
Naturally

Permit NC0022691
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
ARCML06 LLC a/k/a Autumn Forest MHC
is hereby authorized to discharge wastewater from a facility located at the
Autumn Forest MHC WWTP
3700 Autumn Forest Drive
Guilford County
-to receiving waters designated as an unnamed tributary to Reedy Fork Creek in the
Cape Fear River Basin
in accordance with effluent limitations, monitoring requirements, and other
conditions set forth in Parts I, II, III and IV hereof.
This permit shall become effective June 25, 2009.
This permit and authorization to discharge shall expire at midnight on June 30, 2011.
Signed this day June 25, 2009.
61/\Coen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NC0022691
SUPPLEMENT TO PERMIT COVER SHEET
All previous NPDES Permits issued to this facility, whether for operation or discharge are hereby revoked. As of
this permit issuance, any previously issued permit bearing this number is no longer effective. Therefore, the
exclusive authority to operate and discharge from this facility arises under the permit conditions, requirements,
terms, and provisions included herein.
ARCML06 LLC a/ k/ a Autumn Forest MHC is hereby authorized to:
1. Continue to operate an existing 0.082 MGD extended -aeration wastewater
treatment facility with the following components:
• Bar screen
• Flow splitter
• Dual aeration basins
• Dual clarifiers
• Dual effluent chlorination with chlorine contact chamber
• Dechlorination
• Sludge digester
• Equalization Basin
This facility is located at 3700 Autumn Forest Drive at the Autumn Forest MHC
WWTP in Guilford County.
2. Discharge from said treatment works at the location specified on the attached
map into an unnamed tributary to Reedy Fork Creek, classified C-NSW waters in
the Cape Fear River Basin.

Quad #: C2ONW
Latitude: 36°11'07"
Longitude: 79°43'17" Autumn Forest MHC WWTP
Stream Class: C-NSW
Subbasin: 30602
Receiving Stream: UT Reedy Fork Creek
NC0022691
SCALE 1:24000

Permit NC0022691
A. (1.) EFFLUENT' LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration, the Permittee is
authorized to discharge from outfall 001. Such discharges shall be limited and monitored by the Permittee as
specified below:
EFFLUENT
CHARACTERISTICS
LIMITS
MONITORING REQUIREMENTS
Monthly
Average
Daily
Maximum
Measurement
Frequency
Sample Type
Sample Location1
Flow
0.082 MGD
Continuous
Recording
Influent or Effluent
BOD, 5-day (20°C)
7.0 mg/L
10.5 mg/L
Weekly
Composite
Effluent
Total Suspended Solids
30.0 mg/L
45.0 mg/L
Weekly
Composite
Effluent
NH3 as N
(April 1— October 31)
2.0 mg/L
10.0 mg/L
Weekly
Composite
Effluent
NH3 as N
(November 1— March 31)
4.0 mg/L
20.0 mg/L
Weekly
Composite
Effluent
Dissolved 0xygen2
Weekly
Grab
Effluent,
Upstream & Downstream
Fecal Coliform
(geometric mean)
200 / 100 ml
400 / 100 mi
Weekly
Grab
Effluent
Total Residual Chlorines
17 µg/l
2Mleek
Grab
Effluent
Temperature (°C)
Weekly
Grab
Effluent,
Upstream & Downstream
Total Nitrogen
(NO2+NO3+TKN)
Quarterly
Composite
Effluent
Total Phosphorus3
2.0 mg/L
Weekly
Composite
Effluent
pH4
Weekly
Grab
Effluent
Footnotes:
1. Upstream = at least 50 feet upstream from the outfall. Downstream = at least 100 feet downstream from the
outfall.
2. The daily average dissolved oxygen effluent concentration shall not be less than 6.0 mg/L.
3. Compliance shall be based on a quarterly average of weekly samples.
4. The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units.
5. A total residual chlorine (TRC) limit has been added to this permit. The limit will take effect December 1,
2008.
There shall be no discharge of floating solids or visible foam in other than trace amounts.

Beverly Eaves Perdue, Governor
Dee Freeman, Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N
C
0
0
2
2
6
9
1
II. Permit status prior to status change.
a. Permit issued to (company name):
b. Person legally responsible for permit:
RECEIVED
J U N 2 2 2009
a.FalkarcilliAtaReOUALITY
POINT SOURCE BRANCH
N
C
G
5
Affordable Residential Communities
Mary French
First MI Last
Vice President Of Tax
Title
4643 South Ulster Street, Suite 400
Permit Holder Mailing Address
Denver
CO 80237
City State Zip
[phone] [phone]
Phone Fax
Autumn Forest Manufactured Home Community WWTP
3700 Autumn Forest Drive
Address
Brown Summit NC 27214
City State Zip
e. Facility contact person: Community Manager [phone]
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: ® Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
ARCML06 LLC a/k/a/ Autumn Forest MHC
Dimitris Rentzios
First MI Last
Vice President Of Utilities And Ancillary Services
Title
4643 South Ulster Street, Suite 400
Permit Holder Mailing Address
Denver CO
80237
City State Zip
[phone] [e-mail]
Phone E-mail Address
d. Facility name (discharge): Autumn Forest MHC WWTP
e. Facility address: 3700 Autumn Forest Drive
f. Facility contact person:
Brown Summit
Address
NC 27214
City
Community
State
Zip
Manager
Revised 1/2009
First
MI Last
[phone] [e-mail]
Phone E-mail Address

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
V.
VI.
Permit contact:
Mailing AddreQUN 2 2 2009
DENItaP WATER (DUALITY
POINT SQWItGE BRANCH
Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
City
( )
Phone
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, Mary French, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
(as, -
Signature " Date
APPLICANT CERTIFICATION
I, Dimitris Rentzios, attest that this application for a name/ownership change has been reviewed and is
accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
pkage will be returned as incomplete.
////c)ci
Sifiture Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 112009

• EXECUTION COPY
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and Assumption Agreement (this
"Agreement") dated as of July 31, 2007, is entered into by and between Affordable
Residential Communities Inc., a Maryland corporation ("ARC"), Affordable Residential
Communities LP, a Delaware limited partnership ("ARC LP"), ARC TRS, Inc., a
Delaware corporation ("ARC TRS"), ARC/DAM Management, Inc., a Delaware
corporation ("ARC/DAM", and together with ARC, ARC LP and ARC TRS, the
"Sellers") and ARC Real Estate Holdings, LLC (the "Buyer").
WITNESSETH:
WHEREAS, this Agreement is being entered into in connection with the
transactions contemplated by the Transaction Agreement, dated as of April 17, 2007 (the
"Transaction Agreement"), by and among the Assignors and the other sellers party
thereto and American Residential Communities LLC (formerly named American
Riverside Communities LLC), and capitalized terms used in this Agreement, but not
defined herein, shall have the meanings given to such terms in the Transaction
Agreement; and
WHEREAS, pursuant to the Transaction Agreement and on the teens and
conditions set forth herein, the Buyer desires to purchase all Acquired Assets and assume
all Assumed Liabilities of the Sellers, and the Sellers desire to sell their Acquired Assets
to the Buyer;
' NOW THEREFORE, in consideration of the foregoing and the mutual
premises, covenants and warranties made in this Agreement and of the mutual benefits to
be derived therefrom, the parties hereto agree as follows:
SECTION 1. Sale and Assignment of Acquired Assets. In accordance
with and subject to the terms and conditions of this Agreement and the Transaction
Agreement, each Seller does hereby sell, assign, transfer, convey and deliver, and the
Buyer does hereby purchase, acquire and accept from such Seller, all of such Seller's
right, title and interest to the Acquired Assets, free and clear of any and all Liens except
for Permitted Liens.
SECTION 2. Assumption of Assumed Liabilities. In accordance with
and subject to the terms and conditions of this Agreement and the Transaction
Agreement, the Buyer does hereby assume and accept from each Seller the Assumed
Liabilities of such Seller.
Doc #:US 150243345

SECTION b. Further Assurances. Each of the parties to this Agreement
agrees that, from time to time before and after the Closing Date, it will execute and
deliver, or use reasonable best efforts to cause its Affiliates to execute and deliver such
further instruments and documents and take, or cause its Affiliates to take, such further
action as may reasonably be necessary to carry out the purposes and intents of this
Agreement.
SECTION 7. Effect of Agreement. Nothing in this Agreement shall, or
shall be deemed to, modify or otherwise affect any provisions of the Transaction
Agreement or affect or modify any of the rights or obligations of the parties under the
Transaction Agreement. In the event of any conflict between the provisions hereof and
the provisions of the Transaction Agreement, the provisions of the Transaction
Agreement shall govern and control. This Agreement shall be binding upon each Seller
effective immediately upon its execution by the parties hereto.
SECTION 8. Descriptive Headings. The descriptive headings herein are
inserted for convenience only and are not intended to be part of or to affect the meaning
or interpretation of this Agreement.
SECTION 9. Severability. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction or other authority
declares that any term or provision hereof is invalid, void or unenforceable, the parties
agree that the court making such determination, to the greatest extent legally permissible,
shall have the power to reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases, or to replace any invalid, void or
unenforceable teen or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or
provision.
SECTION 10. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given only if (a) delivered personally, (b)
mailed by certified or registered mail with postage prepaid, (c) sent by next -day or
overnight mail or delivery, or (d) sent by fax or telegram, as follows:
(a) if to the Sellers,
c/o Affordable Residential Communities Inc.
7887 E. Belleview Avenue, Suite 200
Doc !J_US160243343 3

Englewood, Colorado 80111
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Fax: [phone]
Attention: Fred B. White, III
(b) if to the Buyer,
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
Fax: [phone]
Attention: Richard Fried
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone]
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified in writing to the other party.
SECTION 11. Entire Agreement. This Agreement is subject to all of the
terms and conditions set forth in the Transaction Agreement, and together with the
Transaction Agreement (including the Exhibits and Schedules thereto, and the other
documents referred to in Section 11.6 of the Transaction Agreement) constitute the entire
agreement and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to their subject matters.
SECTION 12. Successors and Assigns. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective successors
and permitted assigns, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other Person any rights, interests, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
Doc ff:US160243343 4

SECTION 13. Counterparts. This Agreement may be executed and
delivered (including via facsimile) in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same instrument.
SECTION 14. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS (OTHER TITAN SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 15. Venue. Each of the parties (a) consents to submit itself to
the exclusive jurisdiction of the United States District Court for the Southern District of
New York or, if such court does not have jurisdiction, the courts of the State of
New York, in the City of New York, in the event any dispute arises out of this
Agreement, (b) agrees that it shall not attempt to deny or defeat such jurisdiction by
motion or other request for leave from any such court and (c) agrees that it shall not bring
any action relating to this Agreement in any court other than the United States District
Court for the Southern District of New York or the courts of the State of New York, in
the City of New York. Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process on such -
party as provided in Section 10 shall be deemed effective service of process on such
party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Doc #:USI :50243345 5

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date fast above written.
AFFORDABLE RESIDENTIAL
CO l s'. INC.
By:
N: .<<.,ttL 11
: ecutive ce President
AFFORDABLE RESIDENTIAL
COMMUNITIES LP
By: Affordable Residential Communities Inc.,
its GenePartner
By:
Scott ell
Title -Executive ice President
ARC TRS, INC
By:. 1
NattL.
ice Preside
ARC/DAM ► AGEMENT,
By:
N= _ 'ott L. Gesell
itle: . ice President
[Signature Page to Bill of Sale. Assigtutteat and Assumption Agreement)

[Signature Page to Bill of Sale, Assignment and Assumption Agreement)

BACKGROUND ON ENTITIES
FOR
REQUEST FOR ASSIGNMENT O.F PERMITS
On April 17, 2007, Affordable Residential Communities, Inc., Affordable Residential
Communities LP and other Seller Parties as Sellers (collectively, "Affordable") entered
into a Transaction Agreement (see Attachment No. 1) with American Riverside
Communities LLC as Purchaser (now known as American Residential Communities
LLC) ("American Residential"), for the sale and purchase of the Acquired Assets (all
Assets owned, leased, licensed, used, held for use or held for sale by Affordable, that are
primarily related to the Acquired Business (the business conducted by Affordable and its
subsidiaries, including the owning and operating of manufactured homes communities,
the provision of related financing services, and the businesses related thereto)), including
cash, tangible personal property, all fees interests in real property, all notes, Permits,
Contracts, etc.
At the time of the Closing, Affordable (Seller) owned 100% of the membership interests
in ARC Real Estate LLC ("ARC Real Estate") and ARC Real Estate, in turn, owned
99.9% of ARC Real Estate Holdings LLC ("ARC .Holdings"), with 1.0% being owned
by Affordable (which 1.0% was also transferred) ("ARC Real Estate and ARC Holdings,
and their Subsidiaries, among others, are referred to as the "Acquired Companies").
ARC Holdings in turn owned 100% of the membership interests in ARC Communities
15 LLC and ARCMLO6 LLC. (See Pre -Closing Org. Chart attached hereto as
Attachment No. 2.)
Post Closing, per the terms of the Transaction Agreement and the Bill of Sale,
Assignment and Assumption Agreement (see Attachment No. 3), American Residential
acquired the Acquired Companies and their Subsidiaries, among which Subsidiaries was
ARC Holdings which owned 100% of ARC Communities 15 LLC and ARCML 06 LLC.
(See Post -Closing Org. Chart as Attachment No. 4).
.NAME CHANGES PRIOR TO CLOSING:
1. Subsequent to entering into the Transaction Agreement, but prior to Closing,
American Riverside Communities LLC changed its name to American Riverside
Communities JV LLC on July 5, 2007). (See Attachment No. 5.)
2. Subsequent to the name changed referred to in No. 1 above, and still prior to the
Closing, American Riverside Communities JV, LLC changed its name to American
.Residential Communities LLC on July 23, 2007. (See Attachment No. 6.)

EXECUTION COPY
TRANSACTION AGREEMENT
by and among
AFFORDABLE RESIDENTIAL COMMUNITIES INC.,
AFFORDABLE RESIDENTIAL COMMUNITIES LP,
THE OTHER SELLERS PARTY HERETO,
and
AMERICAN RIVERSIDE EOMMUNITIES LLC h l kl �
CO-niziv1/4,C-CA-^" C,m-,wrA_An;i476-ta Lac.
Dated as of April 17, 2007
Doc b:NY7392961.8

TRANSACTION AGREEMENT
This TRANSACTION AGREEMENT, dated as of April 17, 2007 (this
"Agreement"), is entered into by and among Affordable Residential Communities Inc., a
Maryland corporation ("ARC"), Affordable Residential Communities LP, a Delaware limited
partnership ("ARC LP"), ARC Dealership, Inc., a Colorado corporation ("ARC Dealership"),
ARC Management Services, Inc., a Delaware corporation ("ARC Management Services"),
ARCIV GV, Inc., a Delaware corporation ("ARCIV"), ARCMS, Inc., a Delaware corporation
("ARCMS"), ARC TRS, Inc., a Delaware corporation ("ARC TRS'), Salmaho Irrigation Co. a
Utah corporation ("Salmaho"), Windstar Aviation Corp., a Delaware corporation ("Windstar"),
ARC/DAM Management, Inc., a Delaware corporation ("ARC/DAM"), and Colonial Gardens
Water, Inc., a Kansas corporation ("Colonial", and together with ARC, ARC LP, ARC
Dealership, ARC Management Services .ARC IV., ARCMS, ARC TRS Salmaho Windstar and
ARC/DAM the "Sell r� , ens and i �£ 4
,,. ") A�ute�can,RiersrdesC�mi�ugitres� C a Delaware �i�ute
#Iiab 1ity1company {he,"B iver'Each of the Sellers and the Buyer are sometimes referred to
individually herein as a "Party" and collectively as the "Parties." Certain other terms are defined
throughout this Agreement and in Section 10.2 hereof.
ti4.t u 1(-A-L4.-u.rr, W I T N E S S E T H:
WHEREAS ,Si) ARC LP owns all of the issued and outstanding membership
interests ofARC Real Estate`, , a Delaware Iimited liability company ("ARC Real Estate"),
and all of the issued and outstanding membership interests of ARCAL LLCM a Delaware limited
liability company ("ARCAL"), (ii) ARC LP and ARC Real Estate collectively own all of the
issued and outstanding membership interests of ARC Real Estate of ngs, L% C, a Delaware
limited liability company ("ARC Real Estate Holdings"), with ARC Real Estate holding
membership interests representing a 99% interest in ARC Real Estate Holdings, and ARC LP
holding membership interests representing a 1 % interest in ARC Real Estate Holdings, and
(iii) ARC Dealership owns all of the issued and outstanding membership interests of Enspire
Finance LLC, a Delaware limited liability company ("Enspire Finance"); and
WHEREAS, ARC Real Estate, ARCAL, ARC Real Estate Holdings and Enspire
Finance (collectively, together with their Subsidiaries (other than any such Subsidiary that is not
a Pass Through Entity), the "Acquired Companies," and the Equity Interests of the Acquired
Companies, the "Acquired Company Interests") and each of the Sellers are engaged in the
Acquired Business (as defined below); and
WHEREAS, each of the Sellers holds Acquired Assets (as defined below); and
WHEREAS, upon the terms and subject to the conditions contained in this
Agreement, the Buyer desires to purchase all of the Equity Interests of the Acquired Companies
Doc t1:NY7392961.8

•
from the Sellers, and the Sellers desire to sell all of the Equity Interests of the Acquired
Companies to the Buyer; and
WHEREAS, upon the terms and subject to the conditions contained in this
Agreement, the Buyer desires to purchase all Acquired Assets, and assume all Assumed
Liabilities, of the Sellers, and the Sellers desire to sell their Acquired Assets to the Buyer; and
WHEREAS, no Subsidiary of ARC other than the Sellers and the Acquired
Companies owns, Ieases, licenses, uses, holds for use or holds for sale any Acquired Asset or
Acquired Company Interest; and
WHEREAS, concurrently with the execution of this Agreement, as a condition
and inducement to the Sellers' willingness to enter into this Agreement, Farallon Guarantor is
entering into the Farallon Guaranty (the "Farallon Guaranty") pursuant to which, subject to the
terms, conditions are limitations set forth therein, the Farallon Guarantor guarantying certain
obligations of the Buyer in connection with this Agreement, including payment of the Buyer
Termination Fee, if and when due; and
WHEREAS, concurrently with the execution of this Agreement, as a condition
and inducement to the Buyer's willingness to enter into this Agreement, each of Gerald J. Ford,
ARC Diamond, LP and Hunters Glen/Ford, Ltd. are entering into a support agreement, of even
date herewith (the "Support Agreement") pursuant to which such parties have agreed, subject to
the terms thereof, among other obligations, to vote their shares of ARC Common Stock in favor
of approval of the Transactions.
NOW THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Parties hereby agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Sale and Purchase.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing,
(a) ARC LP shall sell to the Buyer, and the Buyer shall purchase from
ARC LP, all of the issued and outstanding membership interests of ARC Real Estate and all of
the issued and outstanding membership interest of ARCAL;
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(b) ARC LP shall sell to the Buyer, and the Buyer shall purchase from
ARC LP, all of the issued and outstanding membership interests of ARC Real Estate Holdings
held by ARC LP;
(c) ARC Dealership shall sell to the Buyer, and the Buyer shall purchase
from ARC Dealership, all of the issued and outstanding membership interests in Enspire
Finance;
(d) each Seller shall sell, assign, transfer, convey and deliver to the Buyer,
and the Buyer shall purchase, acquire and accept from such Seller, all of such Sellers' right,
title and interest to the Acquired Assets;
in each of clauses (a) through (d) of this Section 1.1, free and clear of any and all Liens, other
than Permitted Liens.
1.2 Acquired Assets. The capitalized term "Acquired Assets" shall mean all Assets
owned, leased, licensed, used, held for use or held for sale by ARC or any its Subsidiaries, that
are primarily related to the Acquired Business, including the following that are primarily related
to the Acquired Business (but in each case excluding the Excluded Assets):
(a) cash in an amount equal to the sum of (i) petty cash -on -hand, (ii) any
proceeds of sales of Assets held for sale as described in Section 1.2(a)(ii) of the Sellers
Disclosure Letter, (iii) any proceeds of the sale of any manufactured home (w) not made in the
ordinary course and on financial terms consistent with past practices, (x) sold at a rate in
excess of 110 % of the number of homes budgeted to be sold by the Acquired Business
between the date of this Agreement and the Closing Date (as disclosed to the Buyer by the
Sellers prior to the date hereof), (y) sold at a price resulting in a gross profit margin (before
commissions and related costs) of less than 15 % with respect to such home or (z) made to
buyers other than residents that execute an associated pad lease of at least one year with an
Acquired Company, (iv) cash received in respect of Insurance and Condemnation Claims, (v)
any proceeds from the exercise of a Repurchase Right and (vi) cash held as security deposits
(collectively, the "Acquired Cash");
(b) all tangible personal property, including manufactured homes, motor
vehicles, furniture, fixtures, office equipment, inventory, machinery and equipment (including
spare parts), supplies, capital improvements in process, tools and other physical assets;
(c) all fee interests in real property (including improvements thereon) and
all leases, easements, rights of access and other interests (not including fee interests) in real
property);
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(d) all promissory notes or Consumer Credit Contracts or other similar
agreements payable to ARC or any of its Subsidiaries (the "Acquired Notes");
(e) all Permits; 4.,
(0 all Contracts; A,
(g) all records, files, personal files (only to the extent allowed by Law),
data, drawings, blueprints, schematics, reports, lists, plans and processes and all files of
correspondence;
(h) all guarantees, rebates under sales or purchase orders, representations,
warranties, indemnities and similar rights in favor of ARC or any of its Subsidiaries;
(i) all sales and promotional literature, and all marketing information and
market research data;
(j) all Seller Intangible Property, including the trademarks listed in Section
1.2(j) of the Sellers Disclosure Letter (the "Trademarks"), including the goodwill of the
business symbolized by and associated with the Trademarks, all applications and registrations
thereof throughout the world and all rights to proceeds of the foregoing, including any claim
by any Seller against third parties for past, present, or future infringement of the Trademarks,
but excluding the "Enspire" trademark and any trade names, trademarks, Internet domain
names, identifying logos or service marks related thereto or employing the word "Enspire"
("Enspire Trademarks") and any trademarks, Internet domain names, identifying logos or
service marks primarily related to the Retained Business, including the "NLASCO",
"American Summit (AS)" trademark, the "National Lloyds (NL)" trademarks and all
trademarks, Internet domain names, identifying logos or service marks related thereto or
employing the word "NLASCO", "American Summit", "AS", "National Lloyds" or "NL"
("NLASCO Trademarks");
(k) all rights and claims of ARC and each of its Subsidiaries (other than
any Acquired Company) against any Acquired Company, including under any Contract,
intercompany account payable or receivable, or otherwise;
(I) without duplication of clause (a)(iv) above, all rights to insurance and
condemnation proceeds received or receivable in respect of any Assumed Liabilities, all
insurance and condemnation proceeds.(to the extent not already expended by ARC or its
Subsidiary to restore or replace the lost, damaged or condemned Asset, which replacement
Asset shall be an Acquired Asset) received or receivable in respect of any Asset damaged, lost
or condemned and which, if not so damaged, lost or condemned would have been an Acquired
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Asset and all insurance and condemnation proceeds received or receivable in respect of
business interniption of the Acquired Business to the extent relating to any period after
Closing ("Insurance and Condemnation Claims"); and
(m) any aircraft (the "Aircraft").
1.3 Assumption of Liabilities. On the Closing Date and upon the terms and subject to
the conditions set forth in this Agreement, the Buyer shall assume (or, without limiting the
obligations of Buyer under Article IX, Buyer's designated Affiliate shall assume), and from and
after the Closing Buyer (or its assignee) shall pay, discharge and perform as and when due, or in
the case of Assumed Indebtedness, assume, prepay or defease, all Assumed Liabilities of the
Sellers. The capitalized term "Assumed Liabilities" shall mean all Liabilities of ARC and its
Subsidiaries to the extent resulting from, relating to or arising out of the Acquired Company
Interests, the Acquired Business or the Acquired Assets, or from any operations relating to,
arising out of or resulting from any of the foregoing; including the following (but in each case
excluding the Excluded Liabilities):
(a) the Indebtedness set forth in Section 1.3(a) of the Sellers Disclosure
Letter and Indebtedness incurred by the Sellers or the Acquired Companies between the date
hereof and the Closing in compliance with Section 5.1(u) (excluding (x) Liability for defaults
or breaches of any material covenants (including any defaults in respect of payment of
principal or interest when due) occurring prior to the Closing in respect of Indebtedness and (y)
Indebtedness related to the Aircraft) (collectively, the "Assumed Indebtedness");
(b) all Liabilities with respect to or otherwise in connection with all
pending, threatened or other actions, suits, proceedings, investigations or other claims to the
extent relating to the Acquired Business or the Acquired Assets or any asset in the Acquired
Business, at Law, in equity or otherwise, or any tort or other claims to the extent relating to or
arising from the Acquired Business or the Acquired Assets or any asset in the Acquired
Business or any matter, fact, circumstance or condition to the extent relating to the Acquired
Business or the Acquired Assets or any asset in the Acquired Business;
(c) all Liabilities to the extent relating to or arising from the ownership,
operation, possession or management of the Acquired Business or the Acquired Assets or any
asset in the Acquired Business, including accounts payable and trade obligations to the extent
so relating or arising;
(d) all Liabilities under or in connection with the Contracts included in the
Acquired Assets;
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(d) Exclusive Remedy. Except to the extent provided in Article VI, from
and after the Closing, the indemnities provided for in this Article IX shall be the exclusive
remedies of the Parties and their respective officers, directors, employees,, Affiliates, agents,
representatives, successors and assigns for money damages in respect of any breach of or
inaccuracy in any representation or warranty or breach of or noncompliance with any covenant
or agreement contained in this Agreement and the Parties shall not be entitled to a rescission
of this Agreement or to any further indemnification or other rights or claims for money
damages in respect thereof, all of which the Parties hereto hereby waive; provided, however,
that the foregoing shall not limit the right of any party to assert a claim based on fraud.
9.5 Characterization of Indemnification Payments. The Buyer and the Sellers agree
to treat any indemnification payment made under this Agreement, to the maximum extent
permitted by applicable Law, as an adjustment to the Final Purchase Price.
9.6 Limitation on Damages. No Party shall, under any circumstance, except to the
extent imposed by any Third Party Claim, have any liability to any other Party for any special,
indirect, consequential or punitive damages claimed by such other Party under the terms of or
due to any breach or non-performance of this Agreement, including lost profits, loss of revenue
or income, cost of capital, or loss of business reputation or opportunity.
9.7 No Other Indemnification. For the avoidance of doubt, no Party shall have any
indemnification obligations to any other party in respect of this Agreement or the transactions
contemplated hereby except as set for in Section 6.1, Section 9.1 or Section 9.2 of this
Agreement.
ARTICLE X
DEFINITIONS AND INTERPRETATION
10.1 Defined Terms. The following terms are defined in the corresponding Sections of
this Agreement:
Defined Term
Accounting Firm
Acquired Accounts Receivables
Acquired Assets
Acquired Business Regulatory Authorities
Acquired Cash
Acquired Companies
Acquired Company Interests
Acquired New Homes
Acquired Notes
Acquired Property
Acquired Properties
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Section Reference
Section 1.9(c)
Section 5.23
Section 1.2
Section 3.4(d)
Section I.2(a)
Preamble
Preamble
Section 1.7(b)
Section 1.2(d)
Section 3.11(a)
Section 3.11(a)

Actions Section 2.5
Adjustment Amount Section 1.7(e)
Agreement Preamble
Alternative Proposal Section 5.5(g)
ARC Preamble
ARC Dealership Preamble
ARC LP Preamble
ARC Management Services Preamble
ARC Real Estate Preamble
ARC Real Estate Holdings Preamble
ARC SEC Documents Section 3.13(a)
ARC Stockholder Approval Section 2.2(a)
ARC Stockholder Meeting Section 5.6(b)
ARC Trademarks and Logos Section 5.18
ARC TRS Preamble
ARC/DAM Preamble
ARCAL Preamble
ARCIV Preamble
ARCMS Preamble
Asset Assignment Agreement Section 1.12(c)
Assumed Indebtedness Section 1.3(a)
Assumed Liabilities Section 1.3
Budget Section 5.1(j)
Buyer Preamble
Buyer Expenses Section 8.2(a)(i)
Buyer Plans Section 5.7(b)
Buyer Required Consents Section 7.2(c)
Buyer Required Statutory Approvals Section 7.1(a)
Buyer's Savings Plan Section 5.7(c)
Buyer Termination Fee Section 8.2(b)(ii)
Capital Expenditure Shortfall Section 1.7(c)
Change in Recommendation Section 5.5(d)
Claim Notice Section 9.3(b)
Claims Section 9.3(b)
Closing Section 1.11
Closing Date Section 1.11
Closing Payment Section 1.7(0
Closing Statement Section 1.9(b) _
Colonial Preamble
Company Required Statutory Approvals Section 7.1(a)
Consent Solicitations Section 5.15
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Continuing Employees Section 5.7(a)(i)
Corporate Subsidiary Section 1.4(b)
Damages Section 9.1
Debt Event Buyer Termination Fee Section 8.2(b)(i)
Debt Financing Section 4.6
Debt Financing Commitments Section 4.6
Delayed Acquired Asset Section 1.14(a)
Direct Claim Section 9.3(b)
DOL Section 3.9(b)
Effective Time Section 1.11
Employment Date Section 5.7(a)(i)
End Date Section 8.1(b)(i)
Endorsements Section 5.27(a)
Enspire Finance Preamble
Enspire Insurance Section 5.20(a)
Enspire Trademarks Section 1.2(j)
Equity Event Buyer Termination Fee Section 8.2(b)(ii)
Equity Financing Section 4.6
Equity Financing Commitments Section 4.6
Estimated Adjustment Amount Section I.9(a)
Estimated Closing Statement Section 1.9(a)
Exchange Act Article II
Excluded Assets Section I.4(a)
Excluded Corporate Subsidiary Section 1.4(b)
Excluded Liabilities Section 1.5
Expense Payments Amount Section 1.6
Farallon Guaranty Preamble
Final Adjustment Amount Section 1.9(c)
Final Purchase Price Section 1.10
Financing Section 4.6
Financing Commitments Section 4.6
Form 10-K Article II
Homes Section 5.1(1)
HSR Act Section 2.4
Indemnified Party Section 93(a)
Indemnifying Party Section 9.3(a)
Indenture Consent Solicitation Section 5.13
Initial Purchase Price Section 1.7(g)
Insurance and Condemnation Claims Section 1.2(1)
Interest Assignment Agreement Section 1.12(b)
IRS Section 3.8(a)
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Leased Acquired Property Section 3.11(a)
Liability Threshold Section 9.4(a)
Liquidating Event Section 5.14
Material Contracts Section 3.7(b)
MGCL Section 22(c)
Multiemployer Plan Section 3.9(c)
Net Payment Amount Section 1.7(d)
New Home Amount Section 1.7(b)
NLASCO Trademarks Section 1.2(j)
Notes Section 5.13
Notice of Superior Proposal Section 5.5(d)
OP Agreement Section 5.14
OP Consent Solicitation Section 5.14
Owned Acquired Property Section 3.11(a)
Party Preamble
Parties Preamble
PBGC Section 3.9(b)
Permits Section 3.4(b)
Post -Closing Collection Amounts Section 5.24
Prime Rate Section 8.2(d)
Proceeding Section 9.3(b)
Proxy Statement Section 2.6
Recommendation Section 5.6(b)
Regulatory Documents Section 3.4(d)
Rent Roll Section 3.11(c)
Representatives Section 5.5(a)
Repurchase Right Section 3.11(e)
Required Information Section 5.11(b)
Salmaho Preamble
SEC Article II
Section 1.6 Items Section 1.6
Seller Intangible Property Section 3.10(a)
Seller Leases Section 3.11(a)
Seller Property Restrictions Section 3.11(a)
Seller Required Statutory Approvals Section 7.1(a)
Sellers Preamble
Sellers Savings Plan Section 5.7(c)
Special Purpose Entity Section 3.6(b)
Stay Bonus Amount Section 5.7(0
Straddle Period Taxes Section 6.1(b)
Superior Proposal Section 5.5(h)
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Support Agreement Preamble
Tax Loss(es) Section 6.1(c)
Tax Proceeding Section 6.1(b)
Tenant Note Amount Section 1.7(a)
Termination Fee Section 8.2(a)(i)
Third Party Claim Section 9.3(b)
Third Party Equity Commitment Section 4.6
Title Company Section 5.27(a)
Title Policies Section 7.2(e)
TM License Period Section 5.18
Trademark Assignment Agreement Section 1.12(d)
Trademarks Section 1.2(j)
Transition Services Agreement Section 1.12(e),
Trust Preferred Amendments Section 5.15
Warn Act Section 3.14(d),
Windstar Preamble
10.2 Definitions. Except as otherwise expressly provided in this Agreement, or unless
the context otherwise requires, whenever used in this Agreement (including the Sellers
Disclosure Letter and the Buyer Disclosure Letter), the following terms will have the meanings
indicated below:
"Acquired Business" means the business conducted by ARC and its subsidiaries,
including the owning and operating of manufactured homes communities, the provision
of related financing services, and businesses related thereto, but excluding the insurance
business of NLASCO, Inc. and related insurance activities (the "Retained Business").
"Adjustment Amount" has the meaning set forth in Annex A.
"Affiliate" means, with respect to any Person or group of Persons, a Person that
• directly or indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with such Person or group of Persons.
"ARC Common Stock" means the Common Stock, $0.01 par value per share, of
ARC.
"ARC Special Voting Stock" means the Special Voting Stock, $0.01 par value per
share, of ARC.
"Assets" means any asset, property or right, wherever located (including in the
possession of vendors or other third parties or elsewhere), whether real, personal or
mixed, tangible, intangible or contingent, in each case whether or not recorded or
reflected or required to be recorded or reflected on the books and records or financial
statements of any Person, and all right, title, interest and claims therein.
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"Business Day" means a day other than a Saturday, Sunday or any other day on
which banks are not required to be open or are authorized to close in New York,
New York.
"Buyer Disclosure Letter" means the disclosure letter setting forth certain
disclosures of the Buyer, or qualifications or exceptions to any of the Buyer's
representations or warranties set forth in Article IV, which disclosure letter is delivered
simultaneously with the execution and delivery of this Agreement.
"Buyer Indemnified Parties" means the Buyer, the Buyer's Affiliates, and their
respective directors, officers, shareholders, members, limited partners, attorneys,
accountants, representatives, agents and employees, and their respective heirs, successors
and assigns.
"Buyer Material Adverse Effect" means an event, fact, circumstance or effect that
materially and adversely affects the ability of the Buyer to consummate the transactions
contemplated by this Agreement or perform its obligations hereunder.
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company Employee" means each individual who is as of immediately prior to
the Closing employed by an Acquired Company or otherwise by the Sellers or any of
their Subsidiaries in connection with the Acquired Business, including, in each case, each
employee (an "Inactive Employee") who is on sick leave, military or maternity leave or
any other approved leave of absence as of immediately prior to the Closing (including
without limitation any employee who is receiving benefits under any short- or long-term
disability Seller Plan if still considered employed by an Acquired Company or by the
Sellers in connection with the Acquired Business).
"Company Material Adverse Effect" means an event, fact, circumstance or effect
that results in or causes a material adverse change in the business, assets, liabilities or
financial condition of the Acquired Companies and the Acquired Business, taken as a
whole, except to the extent such material adverse change results from or is caused by
(i) changes in financial, securities or currency markets, changes in prevailing interest
rates or foreign exchange rates, changes in general economic conditions, (ii) changes in
general business conditions or otherwise in the industries in which ARC and its
Subsidiaries (in respect of the Acquired Business) operate (such industries being limited
to all -age manufactured home communities for purposes of this clause), (iii) changes in
law, rule or regulation of any Governmental Entity or changes in regulatory conditions in
the states in which the Acquired Companies operate, or changes with respect to the
enforcement policies related to any of the foregoing, (iv) events or changes that are
consequences of hostility, terrorist activity, acts of war or acts of public enemies,
(v) changes in accounting standards, principles or interpretations, (vi) the negotiation,
announcement, execution, delivery, consummation or pendency of this Agreement or the
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transactions contemplated by this Agreement (provided that this clause shall be ignored
for all purposes of this Agreement relating to Section 2.3, 2.4, 3.2 or 3.3), or (vii) actions
taken or not taken at the express request of the Buyer, other than, in the case of foregoing
clauses (i) through (v), any such changes or events that affect the Acquired Business or
the Acquired Companies disproportionately, and then only to the extent of such
disproportionate effect when compared to the industries in which ARC and its
Subsidiaries (in respect of the Acquired Business) operate (such industries being limited
to all -age manufactured home communities for purposes of this clause).
"Company Plan" means each Seller Plan which is sponsored solely by an
Acquired Company.
"Confidentiality Agreement" means the letter agreement, dated March 8, 2007,
between ARC and Farallon Capital Management LLC.
"Contract" means any agreement, contract, mortgage, deed of trust, bond,
indenture, lease, license, note, franchise, certificate, option, warrant, right or other
instrument, document, obligation or agreement.
"control" (including the terms "controlled by" and "under common control with")
means the possession, directly or indirectly, of the power to direct or cause the direction
of the management policies of a Person, whether through the ownership of voting
securities or other Equity Interests, by contract or credit arrangement, as trustee or
executor, or otherwise.
"Consumer Credit Contract" means any loan, retail installment sales agreement or
other consumer credit obligation representing an obligation of a consumer.
"Environmental Claims" means all actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, notices of Liability or potential Liability,
investigations, proceedings, consent orders or consent agreements relating to any
Environmental Law, any environmental permit or the Release of or exposure to any
Hazardous Materials.
"Environmental Law" means any Law of any Govemmental Entity relating to
pollution, human health, safety or protection of the environment or natural resources,
including the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA") and the Resource Conservation and Recovery Act of
1976.
"Equity Interests" means any shares of capital stock, membership interests,
partnership interests, joint venture interests or other equity interests, or any right to
receive any economic benefit or right similar to or derived from the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
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"ERISA Affiliate" means any trade or business, whether or not incorporated, that
together with any Person would be deemed a "single employer" within the meaning of
Section 4001(b) of ERISA.
"ERISA Affiliate Liability" means any obligation, liability or expense of any of
the Sellers or any of the Acquired Companies which arises under or relates to any Seller
Plan that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code,
COBRA or any other statute or regulation that imposes liability on a so-called "controlled
group" basis with or without reference to any provision of Section 414 of the Code or
Section 4001 of ERISA, including by reason of the Setters' affiliation with any of its
ERISA Affiliates or the Buyer being deemed a successor to any ERISA Affiliate of any
of the Sellers.
"Excluded Taxes" means all Liabilities of any kind or nature relating to Taxes for
any period ending on or before the Closing Date, including, without limitation, (i) any
Liabilities pursuant to any tax sharing agreement, tax indemnification or similar
arrangement; (ii) any Taxes payable in connection with the transactions contemplated by
this Agreement; (iii) any Taxes, including any Pass -Through Entity Level Taxes, of any
Acquired Companies for taxable periods, or portions thereof, ending on or prior to the
Closing, and (iv) all Taxes of an affiliated group (within the meaning of Section 1504(a)
of the Code or any comparable provisions of state, local or foreign Law) of which any
Acquired Companies, or any predecessor thereof, is or was a member on or prior to the
Closing by reason of any Liability under Treasury Regulation § 1.1502-6, Treasury
Regulation § 1.1502-78, or comparable provisions of any foreign, state or local law.
"Farallon Guarantor" means Farallon Capital Partners, L.P.
"Farallon Guarantee" means the Limited Guarantee, dated as of the date hereof,
by the Farallon Guarantor in favor of the Sellers, delivered in connection with this
Agreement.
"Final Order" means an action by the relevant Governmental Entity which has not
been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which
any waiting period prescribed by Law before the transactions contemplated hereby may
be consummated has expired (but without the requirement for expiration of any
applicable rehearing or appeal period), and as to which all conditions to the
consummation of such transactions prescribed by Law, regulation or order have been
satisfied.
"GAAP" means United States generally accepted accounting principles.
"Governmental Entity" means any supranational, national, federal, state,
municipal or local governmental or quasi -governmental or regulatory authority (including
a national securities exchange or other self -regulatory body), agency, governmental
department, court, commission, board, bureau or other similar entity, domestic or foreign
or any arbitrator or arbitral body.
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"Governmental finder" means any order decree, ruling, injunction, judgment or
similar act of or by any Governmental Entity.
"Hazardous Material" means (A) any petroleum or petroleum products,
radioactive materials, asbestos -containing materials, urea formaldehyde foam insulation,
and transformers and other equipment that contain dielectric fluid containing greater than
50 parts per million polychlorinated biphenyls ("PCBs"); and (B) any chemicals,
materials, substances or wastes which are defined as "hazardous substances," "hazardous
wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants" or words of similar import, or otherwise
defined or regulated as such, under any applicable Environmental Law.
"Indebtedness" means, with respect to any Person, without duplication, all
(a) indebtedness of such Person for borrowed money, whether secured or unsecured,
(b) obligations of such Person under such conditional sale or other title retention
agreements relating to property purchased by such Person, (c) obligations of such Person
under interest rate or currency hedging transactions (valued at the termination value
thereof), (d) bank overdrafts and similar charges, (e) keep -well agreements or similar
obligations, (f) guarantees of such Person of any such indebtedness, obligation or liability
of any other Person of a type described in clauses (a) through (e) above, (g) any
agreements to provide any of the foregoing and (h) with respect to clauses (a) through
(g) above, all accrued interest therein and any termination fees, prepayment penalties,
"breakage" costs or similar payments associated with the repayment or defeasance of
such Indebtedness in connection with the transactions contemplated hereby or otherwise.
"Knowledge" when used with respect to the Sellers, means the knowledge, after
due inquiry; of any fact, circumstance or condition of those officers of the Sellers set
forth on Section 10.2 of the Sellers Disclosure Letter; and when used with respect to the
Buyer, means the knowledge, after due inquiry, of any fact, circumstance or condition of
those officers of the Buyer or its Affiliates set forth on Section 10.2 of the Buyer
Disclosure Letter.
"Labor Laws" means any and all applicable foreign and U.S.-based federal, state
and local Laws relating in any manner to employment, employees and/or individuals
performing work as consultants or contractors, including employment standards,
employment of minors, employment discrimination, health and safety, labor relations,
unions, withholding, wages and hours, overtime, employee benefits and benefit plans of
any kind, workplace safety and insurance and pay equity.
"Law" means any law, statute, code, ordinance, regulation, rule, administrative
order, constitution, principle of common law or treaty of or by any Govenunental Entity
or any arbitrator.
"Leases" mans all leases of land, improvements or manufactured homes under
which ARC or any of its Subsidiaries is the lessor.
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"Liabilities" means any and all liabilities or indebtedness of any nature (whether
direct or indirect, known or unknown, absolute or contingent, liquidated or unliquidated,
due or to become due, accrued or unaccrued, matured or unmatured, asserted or
unasserted, determined or determinable and whenever or however arising).
"Lien" means any mortgage, lien, pledge, assessment, claim, charge, security
interest, restriction on transfer, proxy or other voting agreement, or other legal or
equitable encumbrances, or any other adverse claim.
"Organizational Documents" means articles of incorporation, certificate of
incorporation, charter, bylaws, articles of organization, formation or association,
regulations, operating agreement, certificate of limited partnership, partnership agreement,
and all other similar documents, instruments or certificates executed, adopted, or filed in
connection with the creation, formation, or organization of a Person, including any
amendments thereto.
"Pass -Through Entity" means an entity which is treated as a partnership or
disregarded entity for federal, state, and local income tax purposes.
"Pass -Through Entity Level Taxes" shall mean Taxes of a Pass -Through Entity to
the extent that such Taxes are imposed by Law on such Pass -Through Entity and not
passed through to its owners by reason of such entity being a Pass -Through Entity.
"Permitted Liens" means (a) Liens for Taxes (i) not due and payable or (ii) which
are being contested in good faith by appropriate proceeding, and, in each case, as to
which adequate reserves are maintained, (b) Liens of warehousemen, mechanics and
materialmen and other similar statutory Liens incurred in the ordinary course of business
with respect to a liability that is not yet due or delinquent or which is being contested in
good faith and as to which adequate reserves are maintained, (c) any easements, rights of
way, covenants and restrictions, and other non -monetary Liens of a minor nature that do
not materially detract from the value of the applicable property, rights or assets of the
Acquired Company that owns such property or materially interfere with the use of such
property as currently used, (d) zoning, entitlement, conservation, restriction or other land
use or environmental regulation by any Governmental Entity that are not being materially
violated, (e) any Lien arising under the Organizational Documents of the Acquired
Companies and (f) mortgages or deeds of trust securing Assumed Indebtedness.
"Person" means any natural person, firm, partnership, association, corporation,
limited liability company, joint venture, trust, business trust, unincorporated organization,
Governmental Entity or other entity.
"Release" means the release, spill, emission, leaking, pumping, pouring, emptying,
escaping, dumping, injection, deposit, disposal, discharge, dispersal, leaching or
migrating of any Hazardous Material into the environment.
"Restricted Cash" means any Acquired Cash and any other cash held by an
Acquired Company or by any other Subsidiary of ARC in respect of the Acquired
76
Doc MNY7392961.8

Business which is not capable of being lawfully swept from the account of an Acquired
Company pursuant to Section 5,1(g) of this Agreement.
"Retained Business" has the meaning set forth in the definition of "Acquired
Business."
"Seller Indemnified Parties" means the Sellers, the Sellers' Affiliates, and their
respective directors, officers, shareholders, members, limited partners, attorneys,
accountants, representatives, agents and employees, and their respective heirs, successors
and assigns.
"Seller Material Adverse Effect" means an event, fact, circumstance or effect that
materially and adversely affects the ability of any Seller to consummate the transactions
contemplated by this Agreement or perform their its obligations hereunder.
"Seller Plan" means each deferred compensation and each bonus or other
incentive compensation, stock purchase, stock option and other equity compensation plan,
program, agreement or arrangement; each severance or termination pay, medical, surgical,
hospitalization, life insurance and other "welfare" plan, fund or program (within the
meaning of section 3(1) of ERISA; each profit-sharing, stock bonus or other "pension"
plan, fund or program (within the meaning of section 3(2) of ERISA); each employment,
termination or severance agreement; and each other employee benefit plan, fund,
program, agreement or arrangement, in each case, that is sponsored, maintained or
contributed to or required to be contributed to by ARC or by any of its ERISA Affiliates
or to which ARC or any of its ERISA Affiliates is a party, whether written or oral, for the
benefit of any current or former Company Employee or any employee or former
employee of ARC or its Subsidiaries, including the Acquired Companies.
"Sellers Disclosure Letter means the disclosure letter setting forth certain
disclosures of the Sellers, or qualifications or exceptions to any of the Sellers'
representations or warranties set forth in Article II or Article III, which disclosure letter is
delivered simultaneously with the execution and delivery of this Agreement.
"Subsidiary" means, with respect to any Person (for the purposes of this definition,
the "parent"), any other Person (other than a natural person), whether incorporated or
unincorporated, of which at least a majority of the securities or ownership interests
having by their terms ordinary voting power to elect a majority of the Board of Directors
or other persons performing similar functions is directly or indirectly owned or controlled
by the parent or by one or more of its respective Subsidiaries.
"Tax" or "Taxes" means any tax, duty, charge, or other levy separately or jointly
due or payable to, or levied or imposed by any Governmental Entity, including income,
gross receipts, license, wages, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental, customs duty, capital, franchise, profits,
withholding, social security, unemployment, disability, real property, personal property,
sales, use, transfer, transaction, registration, value added, alternative/add-on minimum,
estimated or other tax, duty, charge, any payment required to be made to any state
77
Doc a:NY7:392961.8

abandoned property administrator or other public official pursuant to an abandoned
property, escheat or similar law, or other levy of any kind whatsoever, including any
interest, penalty, or addition thereto, and any interest with respect to such addition or
penalty.
"Tax Law" means the Code, final, temporary or proposed Treasury regulations,
published pronouncements of the U.S. Treasury Department or IRS, court decisions or
other relevant binding legal authority (and similar provisions, pronouncements, decisions
and other authorities of state, local and foreign Law).
"Tax Returns" means all tax retums, declarations, statements, reports, schedules,
forms and information returns and any amendments to any of the foregoing 'elating to
Taxes.
"Transaction Documents" means this Agreement, the Support Agreement and
each other document or instrument contemplated by Section 1.12. The Transaction
Documents to be executed by a given party under this Agreement are referred to as such
party's Transaction Documents or by similar phrases.
"Transactions" means the transactions contemplated by this Agreement and by the
other Transaction Documents.
"Transfer Taxes" means any and all transfer Taxes (excluding Taxes measured in
whole or in part by net income), including without limitation sales, use, excise, stock,
stamp, documentary, filing, recording, permit, license, authorization, controlling interest,
real estate conveyance and similar Taxes, fees, duties, levies, customs, tariffs, imposts,
assessments, obligations and charges.
103 Interpretation. In this Agreement, unless otherwise specified, the following rules
of interpretation apply:
(a) references to Sections, Annexes, Exhibits and Parties are references to
sections or sub -sections, annexes, and exhibits of, and parties to, this Agreement;
(b) the section and other headings contained in this Agreement are for
reference purposes only and do not affect the meaning or interpretation of this Agreement;
(c) words importing the singular include the plural and vice versa;
(d) references to the word "including" do not imply any limitation;
(e) the words "hereof," "herein" and "hereunder" and words of similar
import, when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement; and
78
Doc a:NY739296i.8

(f) references to "$" or "dollars" refer to U.S. dollars.
ARTICLE XI
GENERAL PROVISIONS
11.1 Survival of Representations. Warranties. Covenants and Agreements. The
representations and warranties of the Parties contained herein shall not survive the Closing;
provided, however, that (i) the representations and warranties of the Sellers contained in
Section 3.8 (Taxes) shall survive as provided in Section 6.2, (ii) the representations and
warranties of the Sellers contained in Section 3.6 (Absence of Undisclosed Liabilities; Special
Purpose Entities), shall survive the Closing for a period of twelve (12) months and (iii) the
representations and warranties contained in Sections 3.1(b), 3.1(c), 3.9, 3.16(a) and 3.16(c) shall
survive the Closing indefinitely. All covenants and agreements set forth in Article I, and any
covenants and agreements contained in this Agreement that contemplate or provide for any rights,
obligations or -actions of any Party after the Closing, shall survive the Closing until they are fully
performed or terminated in accordance with their terms. No claim or cause of action for
indemnification under Article VIH arising out of the inaccuracy or breach of any representation
or warranty of the Sellers or the Buyer may be made following the termination of the applicable
survival period; it being understood that in the event notice of any claim for indemnification
under Section 9.1 shall have been given on or prior to the expiration of the applicable survival
period, the representations and warranties that are the subject of such indemnification claim shall
survive until such time as such claim is finally resolved and a claim that was otherwise timely
made shall not thereafter be barred by the expiration of the survival period.
11.2 Notices. All notices, requests, demands, waivers and other communications
required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given if (a) delivered personally, (b) mailed by certified or registered mail with
postage prepaid, (c) sent by next -day or overnight mail or delivery, or (d) sent by fax or telegram,
as follows:
(a) if to the Sellers:
Affordable Residential Communities Inc.
7887 E. Belleview'Avenue, Suite 200
Englewood, Colorado 801.11
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
79
Doc A:NY7:392961.8

Fax: [phone]
Attention: Fred B. White, III
(b) if to the Buyer:
American Riverside Communities LLC
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, Califomia 94111
Fax: [phone]
Attention: Richard Fried
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone]
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified in writing to the other Parties.
All such notices, requests, demands, waivers and other communications shall be deemed
to have been received, if by personal delivery, certified or registered mail or next -day or
ovemight mail or delivery, on the day delivered or, if by fax, on the next Business Day following
the day on which such fax was sent, provided that a copy is also sent by certified or registered
mail.
11.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective heirs, successors and permitted assigns.
11.4 Assignment; Successors; Third -Party Beneficiaries; Obligations. This Agreement
is not assignable (including by operation of law) by any Party without the prior written consent
of all of the other Parties and any attempt to assign this Agreement without such consent shall be
void and of no effect. Notwithstanding the foregoing, without the prior written consent of the
Sellers, the Buyer and its permitted assigns may at any time, in its sole discretion, assign, in
whole or in part, (a) its rights and obligations pursuant to this Agreement, to one or more of its
Affiliates, or (b) its rights under this Agreement, in each case, for collateral security purposes to
any lender providing financing to the Buyer or lessor pursuant to a lease financing transaction,
and any such lender or lessor (or collateral agent acting on its behalf) may exercise all of the
rights and remedies of the Buyer hereunder and thereunder, and the Sellers agree to, and shall
cause its Affiliates to, execute and deliver a consent in favor of such lenders or lessors (or
collateral agent acting on their behalf) with respect to the collateral assignments contemplated by
this Section 11.4 in form and substance reasonably satisfactory to the Sellers and containing
80
Doc #:NY7:392961.8

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
first above written.
AMERICAN RIVERSIDE COMMUNITIES LLC
By: Farallon Capital Management, L.L.C.,
its Manger
By:
RiManaging Member
AFFORDABLE RESIDENTIAL COMMUNII7ES INC. lk.-PlkA4..
By:
Name:
Title:
AFFORDABLE RESIDENTIAL COMMUNITIES LP
By:
Name:
Title:
ARC DEALERSHIP, INC.
By:
Name:
Title:
ARC MANAGEMENT SERVICES, INC.
By:
Name:
Title:
Signature Page: Trsns:ctlon Agreement

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
First above written.
AMERICAN RIVERSIDE COMMUNITIES LLC
By: Farallon Capital Management, L.L.C.,
its Manager
By:
Richard B. Fried, Managing Member
AFFORDABLE
By:
Name: LArr Q Iu'i1,tr t
Title: GL. c ( &IJ17&t 4'1`twt
'TES INC.
AFFORDABLE ' !r C • MMUNITIES LP
By:
illoP11;41
Name; jittery A Ju 2/4,
Title: iLt m 4 t Cat,: at y *Po-
3;gnature Page: Transaction Agreement

ARCMs, INC.
By:
Name: Leis, 4<' %
Title: at �x �Vl
SALMAHO IRRIGATI=
By:
Name:4r A
Title: ��ttcl6rtiok
WINDSTAR AVIATIO
By:
Nam: ,(4 /4 ra'
Title: Cfji cigt-e4
,cc
Afgtf
6tgoawro Page; Trim:c icn Agra nari

SIgnaIura Page Trnnr;etian Agreement
CllYl i
By:
Natne: L* 1 kip -
Title; e�;! (xlk ,fir
ARCID

ctuatc.kertve%.)p h-o.
Affordable Residential Commnities Inc.
ARC Dealership, Dealership, Ina
ViWatdStar
Aviation Corp.
/Max* U.0
.1%
97.2% GP
2.031:
Affordable Rosidernia
Communitios U'
1
0AlinissidorsiCtsiit
1,
ARC/ GV. Inc.
Preferred
Investors
ARC Management
Services, Inc.
ARC
Rol Ewe*
8Pv1:+s, LLC.
ARM. Inc.
ARC Insurance
Holdings, Inc.
NLASCO. Inc.
eelawani Ca ponlan
See page 4
ARC Real Estate, LLC
Colonial Gardens
Water, Inc.
ARC DM
font
See page 3
99%
99% LP
ARCAL LLC
(Delaware)
1 %GP
ARCALLP LLC
(Dem./are)
100% 1
ARC
Real Estate Holdings, LLC
ARC Arlington Lakeside
LP
See page 2
ARDGEZa ARC I laetnp
LLC. GP u.c
DA/2C 4

See page 1
ARC
Real Estate
Holdings, LLC
PAGE 2

a*(4f.r%a,',%*' r 3
EXECUTION COPY
BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
This Bill of Sale, Assignment and Assumption Agreement (this
"Agreement") dated as of July 31, 2007, is entered into by and between Affordable
Residential Communities Inc,, a Maryland corporation ("ARC"), Affordable Residential
Communities LP, a Delaware limited partnership (MARC LP"), ARC TRS, Inc., a
Delaware corporation ("ARC TRS"), ARC/DAM Management, Inc., a Delaware
corporation ("ARC/DAM", and together with ARC, ARC LP and ARC TRS, the
"Sellers") and ARC Real Estate Holdings, LLC. (the "Buyer")..'
WITNESSETH:
WHEREAS, this Agreement is being entered into in connection with the
transactions contemplated by the Transaction Agreement, dated as of April 17, 2007 (the
"Transaction Agreement"), by and among the Assignors and the other sellers party
thereto and American Residential Communities LLC (formerly named American
Riverside Communities LLC), and capitalized terms used in this Agreement, but not
defined herein, shall have the meanings given to such terms in the Transaction
Agreement; and
WHEREAS, pursuant to the Transaction Agreement and on the terms and
conditions set forth herein, the Buyer desires to purchase all Acquired Assets and assume
all Assumed Liabilities of the Sellers, and the Sellers desire to sell their Acquired Assets
to the Buyer;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises, covenants and warranties made in this Agreement and of the mutual benefits to
be derived therefrom, the parties hereto agree as follows:
SECTION 1. Sale and Assignment of Acquired Assets. In accordance
with and subject to the terms and conditions of this Agreement and the Transaction
Agreement, each Seller does hereby sell, assign, transfer, convey and deliver, and the
Buyer does hereby purchase, acquire and accept from such Seller, all of such Seller's
right, title and interest to the Acquired Assets, free and clear of any and all Liens except
for Permitted Liens.
SECTION 2. Assumption of Assumed Liabilities. In accordance with
and subject to the terms and conditions of this Agreement and the Transaction
Agreement, the Buyer does hereby assume and accept from each Seller the Assumed
Liabilities of such Seller.
DocUS I :5024334.5

SECTION 6. Further Assurances. Each of the parties to this Agreement
agrees that, from time to time before and after the Closing Date, it will execute and
deliver, or use reasonable best efforts to cause its Affiliates to execute and deliver such
further instruments and documents and take, or cause its Affiliates to take, such further
action as may reasonably be necessary to carry out the purposes and intents of this
Agreement.
SECTION 7. Effect of Agreement. Nothing in this Agreement shall, or
shall be deemed to, modify or otherwise affect any provisions of the Transaction
Agreement or affect or modify any of the rights or obligations of the parties under the
Transaction Agreement. In the event of any conflict between the provisions hereof and
the provisions of the Transaction Agreement, the provisions of the Transaction
Agreement shall govern and control. This Agreement shall be binding upon each Seller
effective immediately upon its execution by the parties hereto.
SECTION 8. Descriptive Headings. The descriptive headings herein are
inserted for convenience only and are not intended to be part of or to affect the meaning
or interpretation of this Agreement.
SECTION 9. Severability. Any term or provision of this Agreement that
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable in any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions hereof or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction or other authority
declares that any term or provision hereof is invalid, void or unenforceable, the parties
agree that the court making such determination, to the greatest extent legally permissible,
shall have the power to reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases, or to replace any invalid, void or
unenforceable term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or
provision.
SECTION 10. Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given only if (a) delivered personally, (b)
mailed by certified or registered mail with postage prepaid, (c) sent by next -day or
overnight mail or delivery, or (d) sent by fax or telegram, as follows:
Doc #:US150243345
(a) if to the Sellers,
c/o Affordable Residential Communities Inc.
7887 E. Belleview Avenue, Suite 200
3

Englewood, Colorado 80111
Fax: [phone]
Attention: Larry D. Willard
Scott L. Gesell
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Fax: [phone]
Attention: Fred B. White, III
(b) if to the Buyer,
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
Fax: [phone]
Attention: Richard Fried
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Fax: [phone]
Attention: Robert B. Schumer
Jeffrey D. Marell
or, in each case, at such other address as may be specified in writing to the other party.
SECTION 11. Entire Agreement. This Agreement is subject to all of the
terms and conditions set forth in the Transaction Agreement, and together with the
Transaction Agreement (including the Exhibits and Schedules thereto, and the other
documents referred to in Section 11.6 of the Transaction Agreement) constitute the entire
agreement and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to their subject matters. -
SECTION 12. Successors and Assigns. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective successors
and permitted assigns, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other Person any rights, interests, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
Doc N:US I:5024334.S 4

SECTION 13. Counterparts. This Agreement may be executed and
delivered (including via facsimile) in several counterparts, each of which shall be deemed
an original and all of which shall together constitute one and the same instrument.
SECTION 14. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS
PRINCIPLES OR RULES OF CONFLICT OF LAWS (OTHER THAN SECTION 5-
1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 15. Venue. Each of the parties (a) consents to submit itself to
the exclusive jurisdiction of the United States District Court for the Southern District of
New York or, if such court does not have jurisdiction, the courts of the State of
New York, in•the City of New York, in the event any dispute arises out of this
Agreement, (b) agrees that it shall not attempt to deny or defeat such jurisdiction by
motion or other request for leave from any such court and (c) agrees that it shall not bring
any action relating to this Agreement in any court other than the United States District
Court for the Southern District of New York or the courts of the State of New York, in
the City of New York. Process in any such suit, action or proceeding may be served on
any party anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that service of process on such
party as provided in Section 10 shall be deemed effective service of process on such
party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Doc /1:US 1 :50243345 5

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
AFFORDABLE RESIDENTIAL
CO ' ' INC.
By:
NaEl
ecutive V ce President
AFFORDABLE RESIDE
COMMUNITIES LP
By: Affordable Residential Communities Inc.,
its Gene Partner
By:�Y�~" l
Scott ell
Title. Executive ice President
ARC TRS, INC
ARC/DAM > AGEMENT,
By: J •
N • -, ott L. Gesell
itle: ice President
[Signature Age co BID etSale. Assignment and Assumption Agreement]

ARC REAL r TATE i ,DINGS, LLC
By:
/Sco.,sellTiti-.Manager
[Signature Page to Bill of Salt, Assignment and Assumption Agreement)

Helix Funds LLC
Helix MHC, Inc.
(non-member
manager)
Riverside Management
LLC. dba Riverside
Communities
ARC
Services LLC
5%
ARC BUYER OWNERSHIP STRUCTURE
Helix Investors
(individual
Investors)
95%
Helix
(RC ARC
Investors LLC)
O% interest
Administrative
Member
ARC
Debt 58 LLC
Employees MHC Homo Raisiar
ARC
Aviation I Inc.
ARC
Real Estate
Halms, s, LLC
Farallon Capital
Management.L.L.C. _
FSIP II
(Farallon Special
investment
Partners 1I. L.P.)
GEM
. (GEM ARC
Investor ILO)
American Residential
Communities JV LLC
(JV)
Class A Unitholder
and Managing Member
Vrrcuts pearery Finance Campeny
trolling minis
{sae PaDe61e4)
f---
American
Riverside
Communities
Holdings LLC
75% 25%
Farallon
(American Riverside
Communities Investors, LLC)
73%
01-tlr terest
Member Manag
Class s
Unitholder
Individual
Employee
Unitholders
ARC Profits Interest LLC
ARC TX
Housing LP
ARC
Housing
GP LLC
1% GP
Randal Homes Landlord Rental Horner Lcndto.:d Rental Maras
(tor horses purchased (tor homes purchased Toss before
on or Went 7131/07) on or etler 8lliol) 7131107
1. Buyer Madam Rastd nere Communities LLC was tonne* known as American ReversIde Cornrow-Mos JV LLC (YAidr was 0M/e Arnad Din Riverskie Communities LLC).
2. Fu, don Cretital Management, LLC. Is non-member manager oI4 mcgi en Riverside Comrtrunines I totdinga LLC and American Riverside Cornmuneles trYvastors. LLC.
3. Ail LLCs aro Delaware United ilabity companies.
2 of
Administrative
Committee for
the Man
ARC
Acausiticn
LLC
ARC
(Itlidss l.l.0
0-6 at-Loa,(Aza-
ARC kill
Insurance
Agcstcy LLC
2/3/2009
I,aoc,

ARC POST -CONSOLIDATION STRUCTURE
ARC
10 LLC
ARC
121.LC
Cottonwood Grove (TX), Jonesboro (Agents
Meadows) 33A), Lakewood Estates (iA),
Riverdale (UT), Tatrxe g (WY), Valmont
(TN), Ma West (UT), Weston Haas (FL)
ARC
9LLC
Crescentwood Village (UT), Friendly
Vatfege—GA, Pedsks's Pond (F1J,
Plainview (WY). Redwood VdtrtQ, (UT).
Ridgewood Estates (KS). Sottlhlort (TX).
Stony Brock North (NC). Viking Ville (UT)
Camelot (UT), Dynamic Ii (TX), Easy
Uvk (KB), Mdridlan Sooner (OK).
Park Raze (WY). Soddtabrook (SC),
Torraco Heghts (iA)
ARC
11 LLC
Stile Veiny (KS), Cannfe Jaen
(Ft.), Frame, Mango (NC),
Meadowoed (KS), Now Twin
Lakes (NY), Sundown (11T).
The Meadows (CO) . ,
ARC'i4
FLCV LLC
C1FJaduonvrIa
/ARC\
orramasilio
13 LLC
r
ARC
ramum11os
16 LLC
Hampton Acres (TX), Misty
Winds (IX, Riverside (UT),
Soul oidge Estate* (IA), Curacl
Vista (UT)
Big Country (WY), Camay Curb
Mottle Estotas (1JT), Harper
Weeds (KS), Radwlew Heigh%
(MO), Wtnden Mobile Estates
(UT)
ARC
mmunities
14 ILO
Fatcon Fors (IL), Forest Peek (NY).
Gaon Veley VAtage (WY), pleasant
Grove (NC), Rose country Estates
ARC
nrnuGfes
].LLC
Bush Ranch (MO). Chalet Cfty
(TX). Carlton Fats, (DI
Harmony Rood (CO), Hidden
Acres (MO), Northern Hies
(AR), Oak Glon (A11).
Sisustand Estates (NE).
Waaefands p(8) VOogel Merest
MF(C (MO), Western Pak
(AR)
Eagle Rk1Qe (TX).
Golden Triangle (TX).
WOW Acres (TX),
Oak Grove (IW, Oak
Park VgMaDo (TX).
Oasis (CO). Roiling
Kris (7)Q, Sunset
Country (CO), Twin
Oaka (K6). Vila %eat
(CO)
i ARC
ommunitios
1b1.LC
Deedrnl (NC). ©et ant Estate,
(NC), Chen Acres (KS). Shadow
Mountain (TX), Smoke Creek
(GA) Torrey Hfls (MI)
ARC
n ntnkee
17 LLC
Betake (10). Hidden Oaks (TX), Marrero
(GA). Park Avenue Estates (KS). Riverdate
(CetentalCoach) (GA). Siesta ManorIMO),
6tenmtt Oeks (TX), Trrnalew ood (TX)
Cedar Creek (KS),
Countryside
Alado (TX), Brittany Place (KB).
'Comity
•
Bret:mate (WY).
Countryside (K8),
Village (TN),
Club Manor (M0).
Connelly Terrace
Glenview (OK), Misty
Northlaral
Countryskks (CO), Ei Dorado (TX).
(NY), Heverrnood
F'4dkrw (Otn, Prairie
(MO),
Mes.o Croon (TX). Mosquito
(FL). Lakw'ww
Mine (KS), Sunset 77
Reamed
Meadows (T)Q, bieseitte Ridge
Estates (UT). Siesta
(KS), Tlmbertend (OKI,
Gore (CO).
(TX), Mountainside Estates (CO),
Lego (FL), !i(ukig
West Cloud Commons
(KS), Wlklup (C0),
Wttcw Terrace (IX)
Whiney (FL),
mow
8priiga (TX)
Oak Perk Village (FL), Shady Crook
(T)Q, SuMso Terrace (iA),
Westlake (OK). Wheel Estates (FL)
Valley Visage (NY),
Washington Moble
Estates (U1)
ARC
oreniunitios
3 LLC
.1
Carriage Court Central (FL). Carriage
Croat East (FL), Castle Aces (11.),
Colonial Cordons (KS), Countryside (OK).
beets= Via (OK). El Caudillo (KS), 0
Lego (TX). ET Logo 11(TX), Evergreen
Village (1A). Croon Spring Vellsy (NC).
tnspka0wn Valley (CO). Mcbiio Gardens
(CO). Oakridge 16tenegale (OK).
ReerChase (KS), Sheridan (CC).
Sycamore Square (KS), Westrtwur (OK)
ARC
nowt/
6LLC
Ctmntoron Yaeger
(WY). Dynamic (TX),
Eastview (WY),
Eneknwood Wage
(WY), Ketwiew (WY).
K)mbody Creekude
(TX), Navajo Lake
Estates (1(S), Tatiview
Terrence (IA), Weenie,
(uM •
Nate: M entities are Delaware limited Pettey companies
ARC'
nmtmltl
7 U.0
ARC
SPE1
E. L LC.
Auden (KB),
Cloverleaf p L),
Golden Ride (OK),
Oveeholser Vi±hrga
(OK).
Lake (1d0), Village
North (TX),
Nldsporing F1lis
(IL)
BumNrood (OK), Commerce
Heights (CO), Cowboy (IO),
Croeksido (TXJ, Creeketde
Estates (T)Q, Hidden Hlls (WY),
Pine Kb (KS), Portelde
Hearties (KS), blwdy Lane
(CO). Terrace (WY), Thornton
Estates (CO), IappWs (T)Q
3of4
ARC
Real Estate
Holdings. 11C
ARCMLUti Lt.0
Amber Mtge (TX). Arington lakeside (TX), Autumn Forest (NC), Birch
Meadewa (NY). Birchwood Farms (MI), Brosdmore 6N), Brookshire Vitagw
(1110). Brookside (UT), Brookside Village (TX), Carnet Cmsabeg (SC),
Costlowood Estates (GA), Casual Estates (NY), Cedar Terrace (IA),
Chisholm Croak (KS). Cotangwood MHP (NY). Cdterebte Heights (ND).
Country Club Crossing (IA), CresrvIew (0K), Eagle Croak (TX). Eneenrada
�oetkN Vr(�� Somas
(NM),
(iA)Fo Forest (, adder, ay(GA), Highland (it ,
Huguenot Estates (NY), Hunter Ridge (GA), Kopper Vkra (UT), Lakeside
OA. Lakeside — IA. Lakomrod•TX, Landmark Wage (GA), Loveland (CO),
Meedowbreok (CO), Meadow Glen (TX), Oak Ridge (IN), Mission Estates
(TX). Mulberry Hdphts (TX), Oakwood Forest (NC), Overpass Point &WC
(UT), Park Motets (NY), Mali Haven MHP (NY). Plantation Estates (GA),
President's Perk (NO), Owl Run (TX). Rlvor Oaks Estates (KS), Royal
Crest (NM). Shady Fills (TN), Sewell (TX), soaxope (iX), Shawnee Halle
(KS), Show:rod Acres (KB), Sleepy Hollow (KS), Shiloh Fines (TX). Elver
Creek (IA), giver Loaf (TX), Sunset Unage (TX), Terrell Crossing (TX), The
Pines (SC). Twin Pities (tN), Volley Vrxdo (NM), VIM (MI). WasrdnglafMle!
Manor (NY), Western Mobile Estates (UT). Willow Crook Estates (UT),
VYoadtako (NC), Woodlands of Kermess (GA)
Cedar Knell (IA)
ARC
h Bo
LLC
Mallard Lake (IL)
ARC
1010 LLC
tiearmein( (FL)
/ ARC \
18FLSH LLC
Shadow Nis
(FL)
ARC
FLMC LLC
Magnolia Circle
(Ft)
ARC
FLSV LLC
Southwi red
Vilna (FL)

catita..# ht., s
DeCaware
'Tie First State
PAGE 1
.£, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "AMERICAN RIVERSIDE
COMMUNITIES LLC", CHANGING ITS NAME FROM "AMERICAN RIVERSIDE
COMMUNITIES LLC" TO "AMERICAN RIVERSIDE COMMUNITIES JV LLC",
FILED IN THIS OFFICE ON THE FIFTH DAY OF JULY, A. D. 2007, AT
4:36 O'CLOCK P.M.
4328382 8100
070785236
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5821317
DATE: 07-06-07

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
AMERICAN RIVERSIDE COMMUNITIES LLC
PURSUANT TO SECTION 18-202 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
State of Delaware
Secretary of State
Division of Corporations
Delivered 04:39 PM 07/05/2007
FILED 04:36 PM 07/05/2007
SRV 070785236 - 4328382 FILE
1. The present name of the limited liability company is American Riverside
Communities LLC.
2. The Certificate of Formation is hereby amended to change Article "FIRST" of the
Certificate of Formation to read as follows:
"FIRST. The name of the limited liability company (hereinafter called the
"limited liability company") is American Riverside Coaimunides JV LLC."
The undersigned, an authorized person of the limited liability company, executes
this Certificate of Amendment on July 5, 2007.
AMERICAN RIVERSIDE COMMUNITIES LLC
By: Farallon Capital Management, L.L.C., its
Manager
'l5 ei.Managintaimbrg

attd-eiLyvw•Ji- Tt.. 6
Delaware
ate 5irst State
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "AMERICAN RIVERSIDE
COMMUNITIES JV LLC", CHANGING ITS NAME FROM "AMERICAN RIVERSIDE
COMMUNITIES JV LLC" TO "AMERICAN RESIDENTIAL COMMUNITIES LLC",
FILED IN THIS OFFICE ON THE TWENTY—THIRD DAY OF JiTLY, A. D. 2 007 ,
AT 3:39 O'CLOCK P.M.
9328382 8100
070842006
Harriet Smith Winter. Secretary of State
AUTHENTICATION : 58 65372
DATE: 07-23-07

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OP
AMERICAN RIVERSIDE COMMUNITIES JV LLC
State of Delaware
Secretary of State
Division o atioxis
Dalivor d 03:3�7/23/2007
ET= 03:39 PM 07/23/2007
SRY 070842006 - 4328382 71T2
PURSUANT TO SECTION 18-202 OF THE
DELAWARE LIMITED LIABILITY COMPANY ACT
I. The present name of the limited liability company is American Riverside
Communities JV LLC.
2. The Certificate of Fennzation is hereby amended to change Article "FIRST" oft e
Certificate of Formation to read as follows:
"FIRST. The name of the limited liability company (hereinafter called the
"limited liability company") is American Residential Communities LLC."
The undersigned, an authorized person of the Umibed liability company, executes
this Certificate of Amendment on July 2007.
AMERICAN RIVERSIDE COMMUNITIES IV
LLC
By: Farallon Capital Management; LL..C., its
Manager
By:
Name: rtaitk C. e}FMR.or
Title: Managing Mamba
Dec U3I:5013mi

Attn: Dina Sprinkle
Date: June 18, 2009
Transfer paperwork for:
Autumn Forest: NC0022691
Woodlake: NC0023299
Dina
Is there anyone who can provide the following information for each permit? I don't have
copies in our files.
Autumn Forest: NC0022691
■ Parts I, II, III and IV of permit.
The first page of the permit references "in accordance with effluent limitations,
monitoring requirements and other conditions set forth in parts I, II, III and IV hereof'.
Woodlake: NC0023299
• Parts I, II, III and IV of permit.
The first page of the permit references "in accordance with effluent limits, monitoring
requirements and other conditions set forth in parts I, II, III and IV hereof'.
• There were several Effluent Limits missing in section A. (1.) of permit. (highlighted
in yellow) Is there any way to get the limits that were finalized for this permit?
[Footnote number two (2) in section A. (1.) of permit stated that "TRC limit takes
effect on April 1, 2008. Until the limit becomes effective, the permittee shall monitor
TRC (with no effluent limit)".]

^^�
cI-
-PIP-
American Residential Communities
May 20, 2009
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237
RECEIVED
MAY 2 6 2009
RE: NPDES Permit #NC0022691 — Autumn Forest DENR - WATER pUAU'iY
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile IpaRik SOURCE BRANCH
Correction to the attached letter dated May 15, 2009:
We need to make sure that the Certified Operator for each community will still get the documents they need to
manage the sewer system. American Residential Conununities and the Certified Operator are the key players
that manage the mobile home community, so it's important that all correspondences would go to them
If possible, Helix Funds then the Community would need to be copied on any correspondences as well.
Please contact Rayne Sommers at 303-383-7561 or Rayne.sommersaaboutarc.com upon your receipt of this
request. We would prefer an updated permit and confirmation in writing that the changes requested on the
original letter and the correction stated above have been made.
Dimitris Rentzios
VP Asset Administration

•
C
omeN.--
American Residential Communities
May 15, 2009
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 60237
RE: NPDES Permit #NC0022691 — Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
We are requesting: (1) a name change and (2) an address update so each permit reflects the name of the legal
entity and the current address for American Residential Communities:
NPDES Permit #NC0022691: NPDES Permit #NC0023299:
ARCML06 LLC a/k/a Autumn Forest MHC ARCML06 LLC a/k/a Woodlake MHC
4643 South Ulster Street, Suite 400 4643 South Ulster Street, Suite 400
Denver, CO 80237 Denver, CO 80237
Surface Irrigation System Permit #WQ0002838:
ARC Communities 15 LLC a/k/a Deerhurst MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
Please forward all future correspondences to the address and contact person below. Including Permit Renewals
or amendments, Renewal Notifications, Fees due, Compliance Information, Violations, etc.
American Residential Communities
Attn: Dimitris Rentzios
4643 South Ulster Street, Suite 400
Denver, CO 80237
Contact Phone: [phone]
We also need copies of each correspondence sent to:
Helix Funds
Attn: Patrick Waite
2 N. Riverside Plaza, Suite 1400
Chicago, IL 60606
If possible, a third set of correspondences need to be sent to the community listed on the permit at the address on
the attached document.
Please contact Rayne Sommers at 303-383-7561 or [e-mail] upon your receipt of this
request. We would prefer an updated permit or confirmation in writing that the above chances have been made.
Dimitris Rentzios
VP Asset Administration

A
1
C
American Residential Communities
May 15, 2009
RE: NPDES Permit #NC0022691— Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
Page 2
Autumn Forest
Attn: Community Manager
3700 Autumn Forest Drive
Brown Summit, NC 27214
Deerhurst
Attn: Community Manager
6500 Privette Road
Wendell, NC 27591
Woodlake
Attn: Community Manager
5418 Country Club Road
Greensboro, NC 27406
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237

AVA
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins Dee Freeman
Governor Director Secretary
May 19, 2009
DIMITRIS RENTZIOS
VP ASSET ADMINISTRATION
AMERICAN RESIDENTIAL COMMUNITIES
4643 SOUTH ULSTER STREET
SUITE 400
DENVER CO 80237
Subject: Permit No(s). NC0022691, Autumn Forest WWTP; NC0023299, Woodlake WWTP; and
WQ0002838, Deerhurst Mobile Home Park (Change of Name/Ownership Request)
Incomplete Request
Guilford County
Dear Mr. Rentzios:
The Division of Water Quality (Division) received your request (change of name and/or ownership) for the above
listed facilities on May 18, 2009. Because it is incomplete, we are returning your request, along with the correct
forms to be filled out, for the process of the name and/or ownership change request.
1. Please provide legal documentation of the transfer of ownership or company name change (such as
contract, deed, article of incorporation, approved board minutes, etc.) for ownership changes.
2. Please submit completed name/ownership change request forms (enclosed).
To ensure the maximum efficiency in processing permit requests, the Division asks your assistance in providing the
information needed. Processing can take as long as 60-90 days after receipt of a completed request.
In response to your request to have copies provided to an additional recipient, correspondence mailed from the
Division is sent to the person listed as the owner of the permit or their appointed contact person.
If you have any questions, please contact me at 919-807-6304 or via a -mail at [e-mail]. If I am
unavailable, you may leave a message and I will respond promptly.
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location: 512 N. Salisbury St Raleigh, North Carolina 27604
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Internet www,ncwaterquality.org
An Equal Opportunity \ Affirmative Action Employer
NorthCarolina�
Naturally

PLEASE REFER TO THE ABOVE PERMIT NUMBER(S) WHEN MAKING INQUIRIES ON THIS PROJECT.
Sincerely,
Dina Sprinkle
Point Source Branch
cc: CENTRAL FILES
Raleigh Regional Office/Surface Water Protection
Permit File

American Residential Communities
May 15, 2009
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237
RE: NPDES Permit #NC0022691 — Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
We are requesting: (1) a name change and (2) an address update so each permit reflects the name of the legal
entity and the current address for American Residential Communities:
NPDES Permit #NC0022691:
ARCML06 LLC a/k/a Autumn Forest MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
Surface Irrigation System Permit #WQ0002838:
ARC Communities 15 LLC a/k/a Deerhurst MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
NPDES Permit #NC0023299:
ARCML06 LLC a/k/a Woodlake MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
Please forward all future correspondences to the address and contact person below. Including Permit Renewals
or amendments, Renewal Notifications, Fees due, Compliance Information, Violations, etc.
American Residential Communities
Attn: Dimitris Rentzios
4643 South Ulster Street, Suite 400
Denver, CO 80237
Contact Phone: [phone]
We also need copies of each correspondence sent to:
Helix Funds
Attn: Patrick Waite
2 N. Riverside Plaza, Suite 1400
Chicago, IL 60606
RECEIVED
M, AY 1 8 2009
DENR - WATER QUALITY
POINT SOURCE BRANCH
If possible, a third set of correspondences need to be sent to the community listed on the permit at the address on
the attached document.
Please contact Rayne Sommers at 303-383-7561 or [e-mail] upon your receipt of this
request. We would prefer an updated permit or confirmation in writing that the above changes have been made.
Dimitris Rentzios
VP Asset Administration

1
C I
American Residential Communities
May 15, 2009
RE: NPDES Permit #NC0022691 — Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
Page 2
Autumn Forest
Attn: Community Manager
3700 Autumn Forest Drive
Brown Summit, NC 27214
Deerhurst
Attn: Community Manager
6500 Privette Road
Wendell, NC 27591
Woodlake
Attn: Community Manager
5418 Country Club Road
Greensboro, NC 27406
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237

Permit NC0022691
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Affordable Residential Communities
is hereby authorized to discharge wastewater from a facility located at the
Autumn Forest Manufactured Home Community WWTP
near the intersection of NCSR 2515 (Browns Summit Road) and
Autumn Forest Drive
Guilford County
to receiving waters designated as an unnamed tributary to Reedy Fork Creek in the
Cape Fear River Basin
in accordance with effluent limitations, monitoring requirements, and other
conditions set forth in Parts I, II, III and IV hereof.
This permit shall become effective July 1, 2006.
This permit and authorization to discharge shall expire at midnight on June 30, 2011.
Signed this day May 22, 2006.
Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NC0023299
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
AFFORDABLE RESIDENTIAL COMMUNITIES
is hereby authorized to discharge wastewater from a facility located at the
Woodlake VVWTP
NCSR 3426
Guilford County
to receiving waters designated as an unnamed tributary to Polecat Creek in subbasin 03-
06-09 of the Cape Fear River Basin in accordance with effluent limits, monitoring
requirements, and other conditions set forth in Parts I, II, III and IV hereof.
This permit shall become effective December 6, 2007.
This permit and authorization to discharge shall expire at midnight on September 30, 2011.
Signed this day December 6, 2007.
Coleen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

NORTH CAROLINA
• ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
RALEIGH
SURFACE IRRIGATION SYSTEM PERMIT
•
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
ARC4BFND, LLC
(d.b.a. ARC Communities 15, LLC)
Wake County
FOR THE
continued operation of a 50,750 gallon per day (GPD) surface spray irrigation treatment and disposal
facility consisting of approximately 15,500 linear feet of 6-inch gravity sewer, a 0.9 million gallon
primary stabilization lagoon, a 1.8 million gallon polishing and storage lagoon, a tablet chlorinator, a
5,000 gallon chlorine contact tank, a single 340 GPM non -submersible irrigation pump with an audible
high water alarm, a totalizing meter, a 12 acre wooded spray irrigation field, and all associated piping and
appurtenances to serve Deerhurst Mobile Home Park, with no discharge of wastes to the surface waters,
pursuant to the application received March 22, 2005, and subsequent additional information received by
the Division, and in conformity with the project plan, specifications, and other supporting data
subsequently filed and approved by the Department of Environment and Natural Resources and
considered a part of this permit.
This permit shall be effective from the date of issuance- until January 31, 2011, shall void Permit
No. WQ0002838 issued November 17, 2000, and shall be subject to the following specified conditions
and limitations:
I. PERFORMANCE STANDARDS
1. The surface irrigation facilities shall be effectively maintained and operated at all times so that there
is no discharge to the surface waters, nor any contamination of ground waters, which will render them
unsatisfactory for normal use. In the event that the facilities fail to perform satisfactorily, including
the creation of nuisance conditions or failure of the irrigation area to adequately assimilate the
wastewater, the Permittee shall take immediate corrective actions including those actions that may be
required by the Division of Water Quality, such as the construction of additional or replacement
wastewater treatment and disposal facilities.
2. The issuance of this permit shall not relieve the Permittee of the responsibility for damages to surface
or groundwaters resulting from the operation of this facility.
3. The residuals generated from these treatment facilities must be disposed in accordance with General
Statute 143-215.1 and in a manner approved by the Division.
1

•
' Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
February 8, 2006
SCOTT L. GESELL, VICE PRESIDENT
ARC4BFND, LLC
D.B.A. ARC COMMUNITIES 15, LLC
600 GRANT STREET, SUITE 900
DENVER, COLORADO 80203 •
Subject: Permit No. WQ0002838
Deerhurst Mobile Home Park
Wastewater Surface Irrigation
Wake County
Dear Mr. Gesell:
In accordance with your permit renewal request received March 22, 2005, we are forwarding
herewith Permit No. WQ0002838 dated February 8, 2006, to ARC4BFND, LLC (d.b.a. ARC
Communities 15, LLC) for the continued operation of the subject wastewater treatment and surface
irrigation facilities.
Throughout the last permitting cycle, the system has not been adequately maintained nor properly
operated. Several maintenance issues have been corrected within the last six (6) to twelve (12) months in
order to improve operation. The Division has concern with the currently permitted application rates.
Inspections over the last year have often observed ponding and two occasions of off -site runoff.
Conditions have been added to address several noted deficiencies and are in bold for immediate
attention. There are several conditions that have compliance schedules associated with them;
specifically, Conditions 1.7., 1.8., I.9., I.10., 11.14., and 111.2.
This permit shall be effective from the date of issuance until January 31, 2011, shall void Permit
No. WQ0002838 issued November 17, 2000, and shall be subject to the conditions and limitations as
specified therein. Please pay particular attention to the monitoring requirements in this permit. Failure to
establish an adequate system for collecting and maintaining the required operational information will
result in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory hearing upon written request within thirty (30) days following receipt of
this permit. This request must be in the form of a written petition, conforming to Chapter 150B of the
North Carolina General Statutes, and filed with the Office of Administrative Hearings, 6714 Mail Service
Center, Raleigh, NC 27699-6714. Unless such demands are made this permit shall be final and binding.
N-- Carolina
M'ural!"
Aquifer Protection Section 1636 Mail Service Center Raleigh, NC 27699-1636 Phone [phone] Customer Service
Internet: h2o.enr.state.nc.us • 2728 Capital Boulevard Raleigh, NC 27604 FAX [phone] • 1-877-623-6748
An Equal Opportunity/Affirmative Action Employer— 50% Recycled/10% Post Consumer Paper

American Residential Communities
May 15, 2009
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: NPDES Permit #NC0022691 — Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237
We are requesting: (1) a name change and (2) an address update so each permit reflects the name of the legal
entity and the current address for American Residential Communities:
NPDES Pennit #NC0022691:
ARCML06 LLC a/k/a Autumn Forest MAC
4643 South Ulster Street, Suite 400
Denver, CO 80237
Surface Irrigation System Permit #WQ0002838:
ARC Communities 15 LLC a/k/a Deerhurst MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
NPDES Permit #NC0023299:
ARCML06 LLC a/k/a Woodlake MHC
4643 South Ulster Street, Suite 400
Denver, CO 80237
Please forward all future correspondences to the address and contact person below. Including Permit Renewals
or amendments, Renewal Notifications, Fees due, Compliance Information, Violations, etc.
American Residential Communities
Attn: Dimitris Rentzios
4643 South Ulster Street, Suite 400
Denver, CO 80237
Contact Phone: [phone]
We also need copies of each correspondence sent to:
Helix Funds
Attn: Patrick Waite
2 N. Riverside Plaza, Suite 1400
Chicago, IL 60606
RECEIVED
-• n
VP,' 1 a ',309
DENR - WATER QUALITY
POINT SOURCE BRANCH
If possible, a third set of correspondences need to be sent to the community listed on the permit at the address on
the attached document.
Please contact Rayne Sommers at 303-383-7561 or Rayne.sommers(a/aboutarc.com upon your receipt of this
request. We would prefer an updated permit or confirmation in writing that the above changes have been made.
Th You,
Dimitris Rentzios
VP Asset Administration

AhA
. ii.‘glikTiziP-
cI
American Residential Communities
May 15, 2009
RE: NPDES Permit #NC0022691 — Autumn Forest
NPDES Permit #NC0023299 — Woodlake
Surface Irrigation System Permit #WQ0002838 — Deerhurst Mobile Home Park
Page 2
Autumn Forest
Attn: Community Manager
3700 Autumn Forest Drive
Brown Summit, NC 27214
Deerhurst
Attn: Community Manager
6500 Privette Road
Wendell, NC 27591
Woodlake
Attn: Community Manager
5418 Country Club Road
Greensboro, NC 27406
American Residential Communities
4643 South Ulster Street, Suite 400
Denver, CO 80237

Permit NC0022691
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Affordable Residential Communities
is hereby authorized to discharge wastewater from a facility located at the
Autumn Forest Manufactured Home Community WWTP
near the intersection of NCSR 2515 (Browns Summit Road) and
Autumn Forest Drive
Guilford County
to receiving waters designated as an unnamed tributary to Reedy Fork Creek in the
Cape Fear River Basin
in accordance with effluent limitations, monitoring requirements, and other
conditions set forth in Parts I, II, III and IV hereof.
This permit shall become effective July 1, 2006.
This permit and authorization to discharge shall expire at midnight on June 30, 2011.
Signed this day May 22, 2006.
Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NC0023299
STATE OF NORTH CAR,OLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
AFFORDABLE RESIDENTIAL COMMUNITIES
is hereby authorized to discharge wastewater from a facility located at the
Woodlake WWTP
NCSR 3426
Guilford County
to receiving waters designated as an unnamed tributary to Polecat Creek in subbasin 03-
06-09 of the Cape Fear River Basin in accordance with effluent limits, monitoring
requirements, and other conditions set forth in Parts I, II, III and IV hereof.
This permit shall become effective December 6, 2007.
This permit and authorization to discharge shall expire at midnight on September 30, 2011.
Signed this day December 6, 2007.
Coleen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

NORTH CAROLINA
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
RALEIGH
SURFACE IRRIGATION SYSTEM PERMIT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
ARC4BFND, LLC
(d.b.a. ARC Communities 15, LLC)
Wake County
FOR THE
continued operation of a 50,750 gallon per day (GPD) surface spray irrigation treatment and disposal
facility consisting of approximately 15,500 linear feet of 6-inch gravity sewer, a 0.9 million gallon
primary stabilization lagoon, a 1.8 million gallon polishing and storage lagoon, a tablet chlorinator, a
5,000 gallon chlorine contact tank, a single 340 GPM non -submersible irrigation pump with an audible
high water alarm, a totalizing meter, a 12 acre wooded spray irrigation field, and all associated piping and
appurtenances to serve Deerhurst Mobile Home Park, with no discharge of wastes to the surface waters,
pursuant to the application received March 22, 2005, and subsequent additional information received by
the Division, and in conformity with the project plan, specifications, and other supporting data
subsequently filed and approved by the Department of Environment and Natural Resources and
considered a part of this permit.
This permit shall be effective from the date of issuance until January 31, 2011, shall void Permit
No. WQ0002838 issued November 17, 2000, and shall be subject to the following specified conditions
and limitations:
I. PERFORMANCE STANDARDS
1. The surface irrigation facilities shall be effectively maintained and operated at all times so that there
is no discharge to the surface waters, nor any contamination of ground waters, which will render them
unsatisfactory for normal use. In the event that the facilities fail to perform satisfactorily, including
the creation of nuisance conditions or failure of the irrigation area to adequately assimilate the
wastewater, the Permittee shall take immediate corrective actions including those actions that may be
required by the Division of Water Quality, such as the construction of additional or replacement
wastewater treatment and disposal facilities.
2. The issuance of this permit shall not relieve the Permittee of the responsibility for damages to surface
or groundwaters resulting from the operation of this facility.
3. The residuals generated from these treatment facilities must be disposed in accordance with General
Statute 143-215.1 and in a manner approved by the Division.

Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
February 8, 2006
SCOTT L. GESELL, VICE PRESIDENT
ARC4BFND, LLC
D.B.A. ARC COMMUNITIES 15, LLC
600 GRANT STREET, SUITE 900
DENVER, COLORADO 80203
Dear Mr. Gesell:
Subject: Permit No. WQ0002838
Deerhurst Mobile Home Park
Wastewater Surface Irrigation
Wake County
In accordance with your permit renewal request received March 22, 2005, we are forwarding
herewith Permit No. WQ0002838 dated February 8, 2006, to ARC4BFND, LLC (d.b.a. ARC
Communities 15, LLC) for the continued operation of the subject wastewater treatment and surface
irrigation facilities.
Throughout the last permitting cycle, the system has not been adequately maintained nor properly
operated. Several maintenance issues have been corrected within the last six (6) to twelve (12) months in
order to improve operation. The Division has concern with the currently permitted application rates.
Inspections over the last year have often observed ponding and two occasions of off -site runoff.
Conditions have been added to address several noted deficiencies and are in bold for immediate
attention. There are several conditions that have compliance schedules associated with them;
specifically, Conditions I.7., 1.8., 1.9., I.10.,1I.14., and III.2.
This permit shall be effective from the date of issuance until January 31, 2011, shall void Permit
No. WQ0002838 issued November 17, 2000, and shall be subject to the conditions and limitations as
specified therein. Please pay particular attention to the monitoring requirements in this permit. Failure to
establish an adequate system for collecting and maintaining the required operational information will
result in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory hearing upon written request within thirty (30) days following receipt of
this permit. This request must be in the form of a written petition, conforming to Chapter 150B of the
North Carolina General Statutes, and filed with the Office of Administrative Hearings, 6714 Mail Service
Center, Raleigh, NC 27699-6714. Unless such demands are made this permit shall be final and binding.
Ns Carolina
,Nattirally
Aquifer Protection Section
Internet: h2o.enr.state.nc.us
1636 Mail Service Center Raleigh, NC 27699-1636 Phone [phone]
2728 Capital Boulevard Raleigh, NC 27604 FAX [phone]
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