seventhamendmenttomaster







EXECUTION VERSION       AMENDMENT NUMBER SEVEN   to the   Master Loan and Security Agreement   Dated as of March 7, 2013   among   EACH OF THE ENTITIES LISTED ON ANNEX I HERETO,   J.P. MORGAN CHASE BANK, N.A.   and   WELLS FARGO BANK, NATIONAL ASSOCIATION   This AMENDMENT NUMBER SEVEN to the Master Loan and Security   Agreement (this “Amendment”) is made this 7th day of June, 2016, by and among each of the   borrower entities listed on Annex I hereto (individually, each a “Borrower”, and collectively, the   “Borrowers”) and J.P. MORGAN CHASE BANK, N.A. and WELLS FARGO BANK,   NATIONAL ASSOCIATION (individually, each a “Lender”, and collectively, the “Lenders”).   WHEREAS, Borrowers and Lenders are parties to that certain Master Loan and   Security Agreement, dated as of March 7, 2013, as supplemented and amended by that certain   Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement, dated as of   June 6, 2013, and as further supplemented and amended by that certain Second Omnibus Joinder   and Amendment Agreement, dated as of June 21, 2013, and as further supplemented and   amended by that certain Notice and Acknowledgment with respect to Master Loan and Security   Agreement, dated as of August 7, 2013, and as further amended and supplemented by that certain   Increased Commitment Supplement, Omnibus Joinder and Amendment Agreement, dated as of   September 30, 2013, and as further supplemented and amended by that certain Amendment   Number Four to the Master Loan and Security Agreement, dated as of October 29, 2014 and as   further supplemented by that certain Fifth Omnibus Joinder and Amendment Agreement, dated   March 9, 2015 and as further supplemented and amended by that certain Amendment Number   Six to the Master Loan and Security Agreement, dated as of February 24, 2016 (collectively, and   as further amended, joined, supplemented or otherwise modified and in effect from time to time,   the “Loan Agreement”); and   WHEREAS, Borrowers and Lenders have agreed to amend the Loan Agreement   as set forth herein.   NOW THEREFORE, for good and valuable consideration, the receipt and   sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained,   the parties hereto hereby agree as follows:   SECTION 1. Amendment.  Effective as of June 7, 2016 (the “Amendment   Effective Date”), the Loan Agreement is hereby amended as follows:   (a) Section 2 of the Loan Agreement is hereby amended by deleting the definition of   “Revolving Period” in its entirety and replacing it with the following (modified text underlined   for review purposes):   “Revolving Period”:  The period commencing on the Closing Date and ending on   the earlier of (x) September 7, 2016 and (y) if the Facility Termination Date shall have     





 






2       occurred under clause (ii) or (iii) of the definition of such term, such Facility Termination   Date.   SECTION 2. Defined Terms.  Any terms capitalized but not otherwise defined   herein shall have the respective meanings set forth in the Loan Agreement.   SECTION 3. Condition Precedent. As a condition precedent to the effectiveness   of this Amendment, Borrowers shall remit to Lenders (on a pari passu and pro rata basis in   accordance with each Lender’s respective Commitment) an extension fee attributable to the   extension of the Revolving Period in immediately available funds in the aggregate amount of   $350,000 (the “Extension Fee”).  The Extension Fee shall be deemed due, earned and payable in   full on the date hereof and shall be non-refundable when paid.     SECTION 4. Limited Effect.  Except as amended hereby, the Loan Agreement   shall continue in full force and effect in accordance with its terms.  Reference to this Amendment   need not be made in the Loan Agreement or any other instrument or document executed in   connection therewith, or in any certificate, letter or communication issued or made pursuant to,   or with respect to, the Loan Agreement, any reference in any of such items to the Loan   Agreement being sufficient to refer to the Loan Agreement as amended hereby.   SECTION 5. Representations.  In order to induce Lenders to execute and deliver   this Amendment, each Borrower hereby represents and warrants to Lenders that as of the date   hereof, except as otherwise expressly waived by Lenders in writing (i) the representations and   warranties contained in the Loan Agreement and contained in the other Loan Documents are true   and correct in all material respects as to each Borrower as if then made (except to the extent   stated to relate to a specific earlier date, in which case such representations and warranties are   true and correct in all material respects as of such earlier date), and (ii) no Default or Event of   Default has occurred and is continuing under the Loan Agreement.   SECTION 6. Fees and Expenses. Subject to the limitations specified in Section   13.02 of the Loan Agreement, Borrower agrees to pay to Lenders all reasonable and documented   fees and out of pocket expenses incurred by Lenders in connection with this Amendment   (including all reasonable and documented fees and out of pocket costs and expenses of Lenders’   legal counsel incurred in connection with this Amendment) pursuant to Section 13.02 of the   Loan Agreement.   SECTION 7. Governing Law. This Amendment and any claim, controversy or   dispute arising under or related to or in connection with this Amendment, the relationship of the   parties, and/or the interpretation and enforcement of the rights and duties of the parties will be   governed by the laws of the State of New York without regard to any conflicts of law principles   (other than Section 5-1401 of the New York General Obligations Law, which shall govern).   SECTION 8. Counterparts.  This Amendment may be executed in two (2) or   more counterparts, each of which shall be deemed an original but all of which together shall   constitute but one and the same agreement.  This Amendment, to the extent signed and delivered   by facsimile or other electronic means, shall be treated in all manner and respects as an original   agreement and shall be considered to have the same binding legal effect as if it were the original   signed version thereof delivered in person.  No signatory to this Amendment shall raise the use     





 






3       of a facsimile machine or other electronic means to deliver a signature or the fact that any   signature or agreement was transmitted or communicated through the use of a facsimile machine   or other electronic means as a defense to the formation or enforceability of a contract and each   such Person forever waives any such defense.        [SIGNATURE PAGE FOLLOWS]        





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       IN WITNESS WHEREOF, Borrowers and Lenders have caused this Amendment   to be executed and delivered by their duly authorized officers as of the Amendment Effective   Date.         WELLS FARGO BANK, NATIONAL    ASSOCIATION, as a Lender            By:____/s/ Randall T. Newman__________   Name:  Randall T. Newman   Title:    VP           





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       J.P. MORGAN CHASE BANK, N.A., as a Lender         By:____/s/ Chiara Carter___________________   Name:  Chiara Carter   Title:    Executive Director           





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       AMERICAN HOMES 4 RENT PROPERTIES ONE, LLC,   as a Borrower         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC,   as a Borrower         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager      AMERICAN HOMES 4 RENT PROPERTIES THREE,   LLC, as a Borrower         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager      AMERICAN HOMES 4 RENT PROPERTIES FOUR,   LLC, as a Borrower      By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager      AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC,   as a Borrower      By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager     





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC,   as a Borrower      By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager      AMERICAN HOMES 4 RENT PROPERTIES SEVEN, LLC, as a Borrower       By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT PROPERTIES EIGHT,   LLC, as a Borrower      By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT PROPERTIES NINE, LLC, as a Borrower      By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT PROPERTIES TEN, LLC, as a Borrower       By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT, L.P., as a Borrower      By:   AMERICAN HOMES 4 RENT, its General Partner         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Chief Legal Officer           





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       AH4R PROPERTIES, LLC, as a Borrower         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMERICAN HOMES 4 RENT I, LLC, as a Borrower         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AMH PORTFOLIO ONE, LLC, as a Borrower          By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager         AH4R - FL 2, LLC   AH4R - FL 4, LLC   AH4R - FL 11, LLC   AH4R - GA, LLC   AH4R - GA 2, LLC   AH4R - GA 3, LLC   AH4R - GA 4, LLC   AH4R - IL, LLC   AH4R - TN 3, LLC, each as a Borrower      By:   AH4R PROPERTIES, LLC, its sole member         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager           





 






Signature Page to Amendment Number Seven to Master Loan and Security Agreement       AH4R I FL, LLC   AH4R I FL Orlando, LLC   AH4R I GA, LLC   AH4R I IL, LLC   AH4R I IN, LLC   AH4R I NC, LLC   AH4R I OH, LLC   AH4R I TX, LLC, each as a Borrower      By:   AMERICAN HOMES 4 RENT I, LLC, its sole   member         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:     Manager      Beazer Pre-Owned Homes LLC   Beazer Pre-Owned Homes II LLC, each as a Borrower      By:   AMH Portfolio One, LLC, its sole member         By:___/s/ Sara Vogt-Lowell________________   Name:  Sara Vogt-Lowell   Title:    Manager           





 






    ANNEX I      BORROWER ENTITIES      American Homes 4 Rent Properties One, LLC,   American Homes 4 Rent Properties Two, LLC,   American Homes 4 Rent Properties Three, LLC,   American Homes 4 Rent Properties Four, LLC,   American Homes 4 Rent Properties Five, LLC,   American Homes 4 Rent Properties Six, LLC,   American Homes 4 Rent Properties Seven, LLC,   American Homes 4 Rent Properties Eight, LLC,   American Homes 4 Rent Properties Nine, LLC,   American Homes 4 Rent Properties Ten, LLC,   American Homes 4 Rent, L.P.,   AH4R Properties, LLC,    American Homes 4 Rent I, LLC,   AMH Portfolio One, LLC,   AH4R - FL 2, LLC    AH4R - FL 4, LLC    AH4R - FL 11, LLC   AH4R - GA, LLC   AH4R - GA 2, LLC   AH4R - GA 3, LLC   AH4R - GA 4, LLC   AH4R - IL, LLC   AH4R - TN 3, LLC   AH4R I FL, LLC    AH4R I FL Orlando, LLC    AH4R I GA, LLC    AH4R I IL, LLC    AH4R I IN, LLC    AH4R I NC, LLC   AH4R I OH, LLC    AH4R I TX, LLC   Beazer Pre-Owned Homes LLC   Beazer Pre-Owned Homes II LLC