EX-10.26



 Exhibit 10.26 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 SECOND AMENDMENT, dated as of
May 3, 2013 (this “Agreement”), to the Credit Agreement, dated as of January 18, 2013, as amended as of March 15, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time,
the “Credit Agreement”), among American Residential Leasing Company, LLC, as Borrower, American Residential Properties, Inc., as a Guarantor, American Residential GP, LLC, as a Guarantor, American Residential Properties OP, L.P.
(the “Operating Partnership”), as a Guarantor, American Residential Properties TRS, LLC, as a Guarantor, certain subsidiaries of the Operating Partnership as Guarantors, Bank of America, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”) and as L/C Issuer thereunder, and each lender from time to time party thereto (collectively, the “Lenders”). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Credit Agreement. 
 WHEREAS, the Borrower has requested that the Lenders agree to
amend the Credit Agreement as herein set forth; 
 NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Amendments to Credit
Agreement. 
 1.1 New Definitions. Section 1.01 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order: 
 Second Amendment” means the
Second Amendment to this Agreement, dated as of May 3, 2013, among the Loan Parties, the Administrative Agent, the L/C Issuer and the Required Lenders. 
 “Second Amendment Effective Date” has the meaning set forth in Section 2 of the Second Amendment. 
 1.2 Section 7.11(d). Section 7.11(d) of the Credit Agreement is hereby amended and restated in its entirety as follows: 

Minimum Liquidity. Permit Unrestricted Cash to be less than (i) $10,000,000 at any time on and after the
Second Amendment Effective Date and prior to June 30, 2013, (ii) $15,000,000 on June 30, 2013 and at any time thereafter until the later of (x) March 31, 2014 and (y) the date of delivery by the Borrower to the
Administrative Agent of a Compliance Certificate pursuant to Section 6.02(b) demonstrating that the Fixed Charge Coverage Ratio for the fiscal period to which such Compliance Certificate relates is at least 1.75 to 1.00 and
(iii) $10,000,000 at any time thereafter. 
 SECTION 2. Conditions of Effectiveness. This Agreement shall not
become effective until the date on which all of the following conditions precedent shall have been satisfied or waived in writing (such date being referred to herein as the “Second Amendment Effective Date”): 







 (a) Counterparts. The Administrative Agent shall have received
counterparts of this Agreement duly executed by the Loan Parties, the Administrative Agent and the Required Lenders. 
 (b) Representations and Warranties. All representations and warranties contained in Section 3 of this Agreement shall be true. 

SECTION 3. Representations and Warranties. After giving effect to this Agreement, the Loan Parties, jointly and severally,
reaffirm and restate the representations and warranties set forth in the Credit Agreement and in the other Loan Documents and all such representations and warranties shall be true and correct on the date hereof with the same force and effect as if
made on such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). Each of the Loan Parties
represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Administrative Agent and the Lenders that: 
 (a) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and the transactions contemplated hereby and has taken or caused to be taken all necessary
action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; 
 (b) no consent of any Person (including, without limitation, any of its equity holders or creditors), and no action of, or filing with, any governmental or public body or authority is required to
authorize, or is otherwise required in connection with, the execution, delivery and performance of this Agreement; 
 (c) this Agreement has been duly executed and delivered on its behalf by a duly authorized officer, and constitutes its legal, valid and binding obligation enforceable in accordance with its terms,
subject to bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and the exercise of judicial discretion in accordance with general principles of equity; 

(d) no Default or Event of Default has occurred and is continuing; 

(e) the execution, delivery and performance of this Agreement will not violate any law, statute or regulation, or any
order or decree of any court or governmental instrumentality, or conflict with, or result in the breach of, or constitute a default under, any contractual obligation of any Loan Party or any of its Subsidiaries; and 

(f) nothing contained in this Agreement, including the amendments to the Credit Agreement effected pursuant hereto,
(i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred,
or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. 

  
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 SECTION 4. Affirmation of Guarantors. Each Guarantor hereby approves and
consents to this Agreement and the transactions contemplated by this Agreement and agrees and affirms that its guarantee of the Obligations continues to be in full force and effect and is hereby ratified and confirmed in all respects and shall apply
to the Credit Agreement, as amended hereby, and all of the other Loan Documents, as such are amended, restated, supplemented or otherwise modified from time to time in accordance with their terms. 

SECTION 5. Costs and Expenses. The Loan Parties acknowledge and agree that their payment obligations set forth in
Section 11.04 of the Credit Agreement include the costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement and any other documentation contemplated hereby (whether or
not this Agreement becomes effective or the transactions contemplated hereby are consummated and whether or not a Default or Event of Default has occurred or is continuing), including, but not limited to, the reasonable fees and disbursements of
Kaye Scholer LLP, counsel to the Administrative Agent. 
 SECTION 6. Ratification. 

(a) Except as herein agreed, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and
affirmed by the Loan Parties. Each of the Loan Parties hereby (i) confirms and agrees that the Borrower is truly and justly indebted to the Administrative Agent and the Lenders in the aggregate amount of the Obligations without defense,
counterclaim or offset of any kind whatsoever, and (ii) reaffirms and admits the validity and enforceability of the Credit Agreement and the other Loan Documents. 
 (b) This Agreement shall be limited precisely as written and, except as expressly provided herein, shall not be deemed (i) to be a consent granted pursuant to, or a waiver, modification or
forbearance of, any term or condition of the Credit Agreement or any of the instruments or agreements referred to therein or a waiver of any Default or Event of Default under the Credit Agreement, whether or not known to the Administrative Agent or
any of the Lenders, or (ii) to prejudice any right or remedy which the Administrative Agent or any of the Lenders may now have or have in the future against any Person under or in connection with the Credit Agreement, any of the instruments or
agreements referred to therein or any of the transactions contemplated thereby. 
 SECTION 7. Modifications.
Neither this Agreement, nor any provision hereof, may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto. 

SECTION 8. References. The Loan Parties acknowledge and agree that this Agreement constitutes a Loan Document. Each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in each other Loan Document (and the other documents and instruments
delivered pursuant to or in 

  
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connection therewith) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import, shall mean and be a reference to the Credit Agreement as modified
hereby and as the Credit Agreement may in the future be amended, restated, supplemented or modified from time to time. 

SECTION 9. Counterparts. This Agreement may be executed by the parties hereto individually or in combination, in one or more
counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by telecopier or electronic mail (in a .pdf format) shall be effective as delivery
of a manually executed counterpart. 
 SECTION 10. Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 SECTION 11.
Severability. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or
enforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction. 

SECTION 12. Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR
TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 13. Headings. Section headings in this Agreement are included for convenience of reference only and are not to
affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
 [The remainder of this page
left blank intentionally] 

  
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 IN WITNESS WHEREOF, the Loan Parties, the Administrative Agent, the L/C Issuer and
the Required Lenders have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 

 

					
	BORROWER:
	
	AMERICAN RESIDENTIAL LEASING COMPANY, LLC
		
	By: 	 	/s/ Andrew G. Kent
		 	Name: 	 	Andrew G. Kent
			
		 	Title:	 	SVP, Investments, General Counsel, Chief Compliance Officer & Secretary



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	GUARANTORS:
	
	AMERICAN RESIDENTIAL PROPERTIES, INC.
		
	By: 	 	/s/ Andrew G. Kent
		 	Name: 	 	Andrew G. Kent
			
		 	Title:	 	SVP, Investments, General Counsel, Chief Compliance Officer & Secretary
	
	AMERICAN RESIDENTIAL GP, LLC
		
	By:	 	/s/ Andrew G. Kent
		 	Name:	 	Andrew G. Kent
			
		 	Title:	 	SVP, Investments, General Counsel, Chief Compliance Officer & Secretary
	
	AMERICAN RESIDENTIAL PROPERTIES OP, L.P.
	
	By: American Residential GP, LLC, its general partner
		
	By:	 	/s/ Andrew G. Kent
		 	Name:	 	Andrew G. Kent
			
		 	Title:	 	SVP, Investments, General Counsel, Chief Compliance Officer & Secretary
	
	AMERICAN RESIDENTIAL PROPERTIES TRS, LLC
		
	By:	 	/s/ Andrew G. Kent
		 	Name:	 	Andrew G. Kent
			
		 	Title:	 	SVP, Investments, General Counsel, Chief Compliance Officer & Secretary



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By: 	 	/s/ Michael W. Edwards
		 	Name: 	 	Michael W. Edwards
		 	Title:	 	Senior Vice President



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	BANK OF AMERICA, N.A., as a Lender and L/C Issuer
		
	By: 	 	/s/ Michael W. Edwards
		 	Name: 	 	Michael W. Edwards
		 	Title:	 	Senior Vice President



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	MORGAN STANLEY SENIOR FUNDING, INC., as a Lender
		
	By: 	 	/s/ Christopher Winthrop
		 	Name: 	 	Christopher Winthrop
		 	Title:	 	Vice President



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	JEFFERIES GROUP, INC., as a Lender
		
	By: 	 	/s/ John Stacconi
		 	Name: 	 	John Stacconi
		 	Title:	 	Global Treasurer



  
 Signature
Page to Second Amendment to American Residential Credit Agreement 








 
					
	RAYMOND JAMES BANK, N.A., as a Lender
		
	By: 	 	/s/ James M. Armstrong
		 	Name: 	 	James M. Armstrong
		 	Title:	 	Senior Vice President



  
 Signature
Page to Second Amendment to American Residential Credit Agreement