BINGHAM FINANCIAL SERVICES CORP
NOTE, LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>k61169ex10-23.txt
<DESCRIPTION>NOTE, LOAN AND SECURITY AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.23



                        SUPPLEMENTAL AGREEMENT REGARDING
                    ASSIGNMENT OF NOTES, LOAN AGREEMENTS AND
                   SECURITY AGREEMENTS AS COLLATERAL SECURITY

     This Supplemental Agreement is by and among BINGHAM FINANCIAL SERVICES
CORPORATION, a Michigan corporation ("Assignor") whose address is 260 E. Brown
Street, Suite 200, Birmingham, Michigan, 48009, and SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP, a Michigan limited partnership whose address is 31700
Middlebelt Road, Suite 145, Farmington Hills, Michigan, 48334 ("Assignee").

                                    RECITALS

         A.       Effective on December 13, 1999, Assignor assigned to Assignee
that certain promissory note in the original principal amount of $40,000,000
executed on December 13, 1999 by BLOOMFIELD ACCEPTANCE COMPANY, LLC, as maker
("BAC"), in favor of Assignor (the "BAC Note"). The BAC Note is evidenced by a
Loan Agreement dated March 1, 1998, as amended by a First Amendment to Loan
Agreement dated December 13, 1999 (collectively the "BAC Loan Agreement") and
is secured by a security agreement (the "BAC Security Agreement") dated December
13, 1999. Copies of the BAC Note, the BAC Loan Agreement and the BAC Security
Agreement are attached hereto as Exhibit A.

         B.       Effective on December 17, 1999, Assignor assigned to Assignee
that certain promissory note in the original principal amount of $50,000,000
executed on December 17, 1999 by DYNEX FINANCIAL, INC., as maker ("Dynex"), in
favor of Assignor and that certain term promissory note in the original
principal amount of $4,000,000 executed on December 17, 1999 by Dynex in favor
of Assignor (collectively the "Dynex Notes"). The Dynex Notes are evidenced by a
Loan Agreement dated December 17, 1999 (the "Dynex Loan Agreement") and are
secured by a security agreement (the "Dynex Security Agreement") dated December
17, 1999. Copies of the Dynex Notes, the Dynex Loan Agreement and the Dynex
Security Agreement are attached hereto as Exhibit B.

         C.       Assignor executed and delivered to Assignee a Demand
Promissory Note in the original principal amount of $10,000,000 dated March 30,
1999 and a Second Amended Demand Promissory Note in the original principal
amount of $50,000,000 dated December 13, 1999 and Assignor previously executed
and delivered to Sun Communities, Inc., a Term Promissory Note in the original
principal amount of $4,000,000 dated September 30, 1997, which was assigned and
delivered to Assignee by Sun Communities, Inc. on December 31, 1997
(collectively the "Assignor Notes").

         D.       Assignor has entered into or may in the future enter into
various agreements with Assignee, pursuant to which Assignor may have various
contractual, indemnification, warranty and/or other obligations to Assignee (the
"Contractual Obligations").

         E.       As collateral security for the payment of all amounts due to
Assignee by Assignor pursuant to the Assignor Notes (as they may be amended,
renewed, extended, modified or refinanced from time to time), to secure all
Contractual Obligations of Assignor to Assignee and to



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secure all other obligations of any nature now or in the future
owing from Assignor to Assignee (hereinafter collectively referred to as the
"Obligations"), Assignor delivered to Assignee effective December 13, 1999, the
BAC Note, the BAC Loan Agreement and the BAC Security Agreement (collectively
the "BAC Collateral Documents") and Assignor delivered to Assignee effective
December 17, 1999, the Dynex Notes, the Dynex Loan Agreement and the Dynex
Security Agreement (collectively the "Dynex Collateral Documents").

         F.       Assignor desires to reflect herein its agreement with respect
to its previous delivery of the BAC Collateral Documents and the Dynex
Collateral Documents (collectively the "Collateral Documents").

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:

         1.       ASSIGNMENT TO ASSIGNEE. Assignor acknowledges that it intended
its delivery of the Collateral Documents as an assignment to Assignee, as
collateral security for the Obligations, of all right, title and interest of
Assignor in, to and under the Collateral Documents.

         2.       DISTRIBUTIONS. Assignor agrees that any all amounts received
under the Collateral Documents shall be paid immediately to Assignee in
reduction of the Obligations.

         3.       FINANCING STATEMENTS. Assignor shall execute and deliver to
Assignee, at Assignor's request, Uniform Commercial Code financing statement
amendments to reflect the assignments of Assignor's interest under the
Collateral Documents.

         4.       FURTHER ASSURANCES. Assignor shall, at any time and from time
to time, upon the written request of either Assignee, execute and deliver such
further documents and do such further acts and things as either Assignee may
reasonably request to effect the purposes of this Assignment, including, without
limitation, noting on the original Dynex Notes and on the BAC Note that Assignee
is the holder of such notes.

         5.       SECTION HEADINGS. Section headings in this Assignment are
inserted merely for convenience and shall not modify the terms of this
Assignment in any respect.

         6.       APPLICABLE LAW. This Assignment shall be governed by and
construed in accordance with the laws of the State of Michigan.

         7.       SUCCESSORS AND ASSIGNS. All of the terms contained herein
shall survive the consummation of the transactions contemplated herein, and
shall be binding upon and inure to the benefit of and be enforceable by and
against, the parties hereto and their respective successors, assigns, heirs at
law, legal representatives and estates.

         8.       AMENDMENT. This Assignment and any other documents executed in
connection herewith may only be amended or modified, and any of the terms,
conditions, covenants, representations or warranties contained herein may only
be waived, by a written instrument duly




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executed by the parties hereto.

         9.       COUNTERPARTS. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
effective as of December 13, 1999 with respect to BAC Collateral Documents and
effective as of December 17, 1999 with respect to the Dynex Collateral
Documents.

                      ASSIGNOR:

                      BINGHAM FINANCIAL SERVICES
                      CORPORATION, a Michigan corporation


                      By:      /s/ Ronald A. Klein
                           -------------------------------------------
                      Its:  President and Chief Executive Officer


                      ASSIGNEE:

                      SUN COMMUNITIES OPERATING
                      LIMITED PARTNERSHIP, a Michigan
                      limited partnership

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

                      By:      /s/ Gary A. Shiffman
                           -------------------------------------------
                      Its: President and Chief Executive Officer
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