SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT
Exhibit 10.14
SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT
This SECOND OMNIBUS JOINDER AND AMENDMENT AGREEMENT (this “Joinder and Amendment”) is dated as of June 21, 2013 (the “Effective Date”) and entered into by and among each entity set forth on the signature pages hereto and identified therein as the existing borrowers (each, an “Existing Borrower” and collectively, the “Existing Borrowers”), and each entity set forth on the signature pages hereto joining as a borrower (each, a “Joining Borrower”, and collectively, the “Joining Borrowers”, and together with the Existing Borrowers, the “Borrowers”), AMERICAN HOMES 4 RENT, L.P., a Delaware partnership and AH4R PROPERTIES, LLC, a Delaware limited liability company (each as the “Existing Pledgors/Guarantors”), and such other entity set forth on the signature pages hereto joining as a pledgor/guarantor (the “Joining Pledgor/Guarantor”, and together with the Existing Pledgors/Guarantors, the “Pledgors/Guarantors”), and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”).
RECITALS
WHEREAS, Existing Borrowers and Lead Arranger entered into (i) 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 (the “June 6 Supplement and Joinder”) (collectively, and as may have been further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”), and (ii) each other Loan Document listed on Schedule 1 to the June 6 Supplement and Joinder (together with the Loan Agreement, the “Borrower Agreements”);
WHEREAS, the Existing Pledgor/Guarantors and Lead Arranger entered into that certain Pledge and Guaranty Agreement, dated as of March 7, 2013, as supplemented and amended by the June 6 Supplement and Joinder (collectively, and as may have been be further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Pledge and Guaranty”);
WHEREAS, Existing Borrowers and Existing Pledgors/Guarantors desire to add the Joining Borrowers as borrowers under the Borrower Agreements, and the Joining Pledgor/Guarantor as pledgor and guarantor under the Pledge and Guaranty, all as more fully set forth in this Joinder and Amendment;
WHEREAS, Lead Arranger and Lenders wish to add the Joining Borrowers as borrowers under the Borrower Agreements, and the Joining Pledgor/Guarantor as pledgor and guarantor under the Pledge and Guaranty, and to make such other amendments as are described herein; and
WHEREAS, the parties hereto agree to amend and supplement each Borrower Agreement and the Pledge and Guaranty in the manner provided herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. Defined Terms and Interpretation. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Loan Agreement or the Pledge and Guaranty, as the case may be. The rules of interpretation set forth in Section 2.02 of the Loan Agreement are incorporated herein mutatis mutandis.
Section 2. Effectiveness of this Joinder and Amendment. The parties hereto agree that this Joinder and Amendment shall be effective as of the Effective Date (subject to the satisfaction of the conditions precedent set forth in Section 8 hereof) and shall terminate and be of no further force and effect (other than the provisions hereof which, by their terms or operation of law, survive termination) upon the Facility Termination Date with respect to the Tranche B Amount and the payment in full of the Obligations with respect to the Tranche B Amount (other than contingent indemnification obligations that have not yet been asserted). The parties hereto further agree that this Joinder and Amendment shall, for all intents and purposes, be a “Joinder Agreement” as defined in the Loan Agreement.
Section 3. Addition of Parties to Borrower Agreements; Borrowing Base Properties. As of the Effective Date, each of the Borrower Agreements is hereby amended to add each Joining Borrower as a Borrower thereunder and thereafter, all references to “Borrower” and “Borrowers” in this Joinder and Amendment, the Loan Agreement, any of the other Borrower Agreements and any other Loan Document shall include each of Existing Borrowers and each of the Joining Borrowers, as the context shall require.
Section 4. Addition of Parties to Pledge and Guaranty. As of the Effective Date, the Pledge and Guaranty is hereby amended to add the Joining Pledgor/Guarantor as a Pledgor/Guarantor thereunder and thereafter, all references to “Pledgor/Guarantor” and “Pledgors/Guarantors” in this Joinder and Amendment, the Loan Agreement, the Pledge and Guaranty and any other Loan Document shall include each of the Existing Pledgors/Guarantors and the Joining Pledgor/Guarantor, as the context shall require.
Section 5. Amendments to Loan Agreement. Effective as of the Effective Date, the Loan Agreement is hereby further amended as follows:
(a) The definition of “Operating Account” in Article 2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
“Operating Account”: With respect to each Borrower, the separate trust account established by such Borrower (or in the case of each Borrower joining this Agreement as of June 6, 2013, by AH4R Properties on behalf of such joining Borrowers, and in the case of each Borrower joining this Agreement as of June 21, 2013, by AH4R I on behalf of such joining Borrowers) for the benefit of Lender and maintained pursuant to this Agreement into which all related Net Income collected with respect to SF Properties shall be deposited as provided in this Agreement. Each Operating Account shall be established at the Account Bank with the related account number as identified on Schedule 6 attached hereto and shall be subject to an Account Control Agreement; provided, that as used in the definition of “Required Amount” and in Sections 3.08(a), 5.01(d)(ii), 5.04, 8.26 and 10.01(q) (and for all purposes of determining whether the Borrowers have maintained the “Required Amount”), the term “Operating Account” shall be deemed to include the Tranche B Amortization Period Account.
(b) Article 2 of the Loan Agreement is hereby amended to add the following new defined term in appropriate alphabetical order:
“AH4R I”: American Homes 4 Rent I, LLC.
(c) The third to last sentence of Section 7.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
No Borrower, other than AH4R Properties, AH4R I and American Homes 4 Rent, L.P., has any Subsidiaries.
(d) The lead-in paragraph to Article 8 is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
From the date hereof until the Secured Obligations (other than contingent indemnification obligations that have not yet been asserted) are paid in full and the Loan Documents are terminated, each Borrower (unless otherwise specified herein) shall perform and observe the following covenants, which shall (a) be given independent effect (so that if a particular action or condition is prohibited by any covenant, the fact that it would be permitted by an exception to or be otherwise within the limitations of another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists), (b) shall also apply to all Subsidiaries of such Borrower, other than Subsidiaries of AH4R Properties, AH4R I or the OP Borrower that are not otherwise Borrowers hereunder and (c) for the sake of clarity, apply to all Borrowers hereunder; except for the following covenants, which shall not apply to the OP Borrower: (i) the second and third sentences of Section 8.03, (ii) Section 8.05 and (iii) Section 8.17.
(e) Section 8.01(b)(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
(i) not engage in any lines of business other than the business of acquiring, owning, renovating, leasing and disposing of residential real properties and all activities incidental thereto, as conducted by it as of the Closing Date; provided that (a) this clause (i) shall not apply to the OP Borrower, (b) in the case of AH4R Properties, such Borrower shall be entitled to engage in activities related to its ownership of each other Borrower joining this Agreement on June 6, 2013, (c) in the case of AH4R I, such Borrower shall be entitled to engage in activities related to its ownership of each other Borrower joining this Agreement on June 21, 2013 and AH4R I CA, LLC.
(f) The first sentence of Section 8.03 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
Except as expressly permitted by the terms of this Agreement, Borrower shall not enter into a merger or consolidation (except that AH4R Properties, AH4R I and the OP Borrower may enter into mergers or consolidations so long as AH4R Properties, AH4R I or the OP Borrower (as applicable) is the surviving party), or liquidate, wind up or dissolve, or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its assets (including, without limitation, receivables and leasehold interests) or properties whether now owned or hereafter acquired (other than the lease or sublease of its assets or properties in the ordinary course of business), without the consent of Lender; provided, however, that nothing herein shall prohibit the OP Borrower from (i) conveying, transferring or otherwise disposing of any of its assets to its Subsidiaries or (ii) making or paying any dividend or distribution to the Parent Guarantor or any limited partner of the OP Borrower.
(g) The lead-in language to Section 9.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
Each Borrower (other than any Borrower that is also a Pledgor/Guarantor) shall . . .
(h) The last sentence of Section 9.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows (with the modified text underlined for review purposes):
Notwithstanding the foregoing, it is understood and agreed that each of AH4R Properties and AH4R1 shall be entitled to establish an Operating Account for use by itself and those of its
Subsidiaries that are Borrowers hereunder and deposits and withdrawals of funds to and from such Operating Account by such Borrowers shall not be a breach or violation of this Section 9.01. For clarity, unless a Borrower has an Operating Account of its own, the Operating Account of AH4R Properties or AH4R I, as applicable, shall be deemed to be such Borrower’s “related Operating Account”.
(i) The Loan Agreement is hereby amended by deleting Schedule 5 attached thereto in its entirety and replacing such Schedule 5 with Schedule 1 attached to this Joinder and Amendment.
(j) The Loan Agreement is hereby amended by deleting Schedule 8.03 attached thereto in its entirety and replacing such Schedule 8.03 with Schedule 2 attached to this Joinder and Amendment.
(k) Schedule 10 to the Loan Agreement is hereby amended to add the additional information set forth on Schedule 3 attached to this Joinder and Amendment.
(l) Schedule 12 to the Loan Agreement is hereby amended to add the additional information set forth on Schedule 4 attached to this Joinder and Amendment.
Section 6. Amendments to Pledge and Guaranty. Effective as of the Effective Date, the Pledge and Guaranty is hereby amended as follows:
(a) For so long as a Pledgor/Guarantor is also a Borrower under the Loan Agreement, Section 2 and Section 10 of the Pledge and Guaranty are hereby deleted in their respective entirety with respect to such Pledgor/Guarantor, it being understood and agreed that such Sections shall be restored in full with respect to such Pledgor/Guarantor without any further action needed upon the removal of such Pledgor/Guarantor as a Borrower.
(b) Schedule 1 to the Pledge and Guaranty is hereby amended to add the additional information set forth Schedule 5 attached to this Joinder and Amendment .
Section 7. Amendments to Account Control Agreement. Effective as of the Effective Date, the Account Control Agreement described on Schedule 6 hereto (the “Account Control Agreement”) is hereby amended to delete Schedule 1 attached thereto in its entirety, and replace such Schedule 1 with Schedule 6 attached to this Joinder and Amendment.
Section 8. Conditions Precedent. Notwithstanding the foregoing or anything contained herein to the contrary, as a condition precedent to the effectiveness of this Joinder and Amendment, Lead Arranger shall have received the following, each in form and substance acceptable to Lead Arranger:
| (i) | this Joinder and Amendment duly executed by each Borrower and each Pledgor/Guarantor and acknowledged by Parent Guarantor, Asset Manager and Account Bank; |
| (ii) | a Management Agreement duly executed by the Asset Manager and each Joining Borrower; |
| (iii) | five (5) new Notes duly executed by each Borrower; provided that upon receipt of each applicable new Note, each Lender shall return its respective original Note to the Existing Borrowers in accordance with the procedures set forth in Section 3.02(a) of the Loan Agreement; |
| (iv) | evidence that an Operating Account shall have been established for AH4R I, on behalf of the Joining Borrowers, with the Account Bank; |
| (v) | a Power of Attorney duly executed by each Joining Borrower; |
| (vi) | the original limited liability company certificates evidencing 100% of the Capital Stock of each Joining Borrower together with appropriate transfer and assignment documents in blank duly executed or endorsed by the applicable Pledgor/Guarantor; |
| (vii) | for each Joining Borrower, insurance certificates evidencing that each such Joining Borrower is listed as an additional insured under each of the insurance policies currently insuring the Existing Borrowers; and |
| (viii) | for each Joining Borrower and each Joining Pledgor/Guarantor, each of the items set forth in Section 6.01(a)(ii) (good standing certificate), Section 6.01(a)(iii) (Governing Documents and incumbency), Section 6.01(a)(iv) (Closing Certificate), Section 6.01(a)(vii) (opinions of counsel), and Section 6.01(a)(viii) (amendments to Governing Documents); |
and each Lender shall have completed to its satisfaction such due diligence of such Joining Borrower and each Joining Pledgor/Guarantor (including, Lender’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as each such Lender may require in its discretion.
Section 9. Agreements of Each Joining Borrower as a Borrower. Except as otherwise provided herein, each Joining Borrower hereby agrees to be bound by, and comply with, the terms and conditions of each of the Borrower Agreements, as a Borrower under the Loan Agreement, including, without limitation, (i) any terms relating to the repayment of any Advance, (ii) the grant of a first priority security interest in the Collateral owned by such Joining Borrower, (iii) the applicable conditions precedent prior to any Advance made by Buyer under the Loan Agreement, (iv) the special purpose entity provisions of Section 9.01 of the Loan Agreement (subject to the exceptions set forth therein), (v) all representations and warranties with respect to itself and its Collateral as set forth in the Loan Agreement, (vi) all covenants as set forth in the Loan Agreement and each other Borrower Agreement and (vii) all indemnification obligations applicable to a Borrower under any Borrower Agreement. Each Event of Default set forth in Section 10.01 of the Loan Agreement shall apply to each Joining Borrower.
Section 10. Agreements of Each Joining Pledgor/Guarantor as a Pledgor/Guarantor. Each Joining Pledgor/Guarantor hereby agrees to be bound by, and comply with, the terms and conditions of each of the Pledge and Guaranty, as a Pledgor/Guarantor under the Pledge and Guaranty, including, without limitation, (i) the grant of a first priority security interest in the Pledged Collateral owned by such Joining Pledgor/Guarantor, (ii) all representations and warranties with respect to itself and its Pledged Collateral as set forth in the Pledge and Guaranty, (iii) all covenants as set forth in the Pledge and Guaranty and (iv) all indemnification obligations applicable to a Pledgor/Guarantor under the Pledge and Guaranty.
Section 11. Joining Borrower Representations. Each Joining Borrower has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Borrower (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Borrower’s exact legal name is set forth on the signature pages of this Joinder and Amendment. Each Joining Borrower’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 4 attached hereto, and the offices where such Joining Borrower keeps all records (within the meaning of Article 9 of the UCC) relating to the Collateral (other than property management offices maintained pursuant to the Management Agreements) and
such Joining Borrower’s chief executive office are as of the Effective Date at the address of such Joining Borrower referred to in Schedule 4. No Joining Borrower has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Borrower’s organizational identification number and its tax identification number are set forth on Schedule 4 attached hereto. The fiscal year of each Joining Borrower is the calendar year. As of the Effective Date, no Joining Borrower has any Indebtedness, Contractual Obligations or Investments other than (a) the Loan Documents, (b) the Indebtedness, Contractual Obligations and Investments described on Schedule 4 attached hereto and (c) the Indebtedness, Contractual Obligations and Investments permitted under Section 8.05 of the Loan Agreement. As of the Effective Date, no Joining Borrower has any trade names other than as described on Schedule 4 attached hereto.
Section 12. Joining Pledgor/Guarantor Representations. Each Joining Pledgor/Guarantor has been duly organized and validly exists in good standing as a corporation, limited liability company or limited partnership, as applicable, under the laws of the jurisdiction of its incorporation, organization or formation. Each Joining Pledgor/Guarantor (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, including the pledge of the Pledged Collateral, except, in the cases of clauses (a), (b), (c)(w) and (c)(x), where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Joining Pledgor/Guarantor’s exact legal name is set forth on the signature pages of this Joinder and Amendment. Each Joining Pledgor/Guarantor’s location (within the meaning of Article 9 of the UCC) is set forth on Schedule 5 attached hereto, and the offices where such Joining Pledgor/Guarantor keeps all records (within the meaning of Article 9 of the UCC) relating to the Pledged Collateral and such Joining Pledgor/Guarantor’s chief executive office are as of the Effective Date at the address of such Joining Pledgor/Guarantor referred to in Schedule 5. The Pledged Interests owned by each Joining Pledgor/Guarantor are set forth on Schedule 5 hereto. No Joining Pledgor/Guarantor has changed its name or location (within the meaning of Article 9 of the UCC) within the twelve (12) months preceding the Effective Date. As of the Effective Date, each Joining Pledgor/Guarantor’s organizational identification number and its tax identification number are set forth on Schedule 5 attached hereto. As of the Effective Date, no Joining Pledgor/Guarantor has any trade names other than as described on Schedule 5 attached hereto.
Section 13. Joint and Several Liability. Notwithstanding anything in the Borrower Agreements to the contrary, each Joining Borrower hereby acknowledges and agrees with the Existing Borrowers that all Borrowers are and shall be jointly and severally liable to the Lenders pursuant to Section 18.23 of the Loan Agreement. Notwithstanding anything in the Pledge and Guaranty to the contrary, the Joining Pledgor/Guarantor hereby acknowledges and agrees with the Existing Pledgors/Guarantors that the guarantee made by each Pledgor/Guarantor under the Pledge and Guaranty shall be a guarantee of the Obligations on a joint and several basis and that all Pledgors/Guarantors are and shall be jointly and severally liable to the Lenders for all obligations of each Pledgor/Guarantor under the Pledge and Guaranty.
Section 14. Representations and Warranties. In order to induce Lender and the New Lenders to enter into this Joinder and Amendment and to supplement the Borrower Agreements in the manner provided herein, each Borrower hereby represents and warrants that (a) this Joinder and Amendment and the Notes executed pursuant hereto are Loan Documents as defined in the Loan Agreement, (b) 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 and each Pledgor/Guarantor 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 (c) no Default or Event of Default has occurred and is continuing on the date hereof nor will occur after giving effect to this Joinder and Amendment.
Section 15. Further Assurances. Borrowers and Pledgors/Guarantors shall each take any and all further actions and execute and deliver any and all such further documents and undertakings as are necessary or reasonably requested by Lender to effectuate the purposes of this Joinder and Amendment in accordance with Section 8.04(a) of the Loan Agreement and Section 6(j) of the Pledge and Guaranty. The undertakings set forth in this Section 15 shall survive the execution and delivery of this Joinder and Amendment.
Section 16. Effect of Joinder and Amendment. The terms and provisions set forth in this Joinder and Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, and except as expressly modified and superseded by this Joinder and Amendment, the terms and provisions of the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, are ratified and confirmed and shall continue in full force and effect. Borrowers and Lender(s) agree that the Borrower Agreements, the Pledge and Guaranty and the Account Control Agreement, as applicable, as amended hereby shall continue to be in full force and effect, and the legal, valid and binding obligations of Borrowers or the Pledgors/Guarantors, as applicable, enforceable against each of them in accordance with their respective terms. Reference to this Joinder and Amendment need not be made in any Loan Document or any other instrument or document executed in connection therewith or herewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, any Loan Document, any reference in any of such items to any Loan Document being sufficient to refer to such Loan Document as amended hereby.
Section 17. Collateral Release. Each Lender and the Lead Arranger agree that, upon Borrowers’ request (a) any Lien granted to or held by such Lender or the Lead Arranger solely as a result of this Joinder and Amendment shall be released upon the termination of this Joinder and Amendment in accordance with Section 2 hereof; (b) each Joining Borrower and Joining Pledgor/Guarantor shall be automatically released from its obligations under this Joinder and Amendment and the other Loan Documents to which it is a party (other than the provisions hereof or thereof which, by their terms or operation of law, survive termination) upon the termination of this Joinder and Amendment in accordance with Section 2 hereof. In connection with any release pursuant to this Section 17, each Lender and Lead Arranger (as applicable) shall promptly (i) execute and deliver to any Relevant Party, at such Relevant Party’s expense, all documents that such Relevant Party shall reasonably request to evidence such release and (ii) deliver to the applicable Relevant Parties any portion of the Collateral so released in possession of any Lender or the Lead Arranger (as applicable).
Section 18. Successors and Assigns. This Joinder and Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
Section 19. Governing Law. This Joinder and Amendment and any claim, dispute or controversy arising under or related to or in connection with this Joinder and Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles other than Section 5-1401 of the New York General Obligations law which shall govern.
Section 20. Counterparts, Effectiveness. This Joinder and Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. The parties agree that this Joinder and Amendment and any notices hereunder may be transmitted between them by email and/or facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.
Section 21. Notices. The address of each Joining Borrower for receiving notices and for all other purposes of the Borrower Agreements shall be as set forth on Schedule 4 attached hereto. The address of each Joining Pledgor/Guarantor for receiving notices and for all other purposes of the Pledge and Guaranty shall be as set forth on Schedule 5 attached hereto.
Section 22. Entire Agreement. This Joinder and Amendment and all other instruments, documents and agreements executed and delivered in connection with this Joinder and Amendment embody the final, entire agreement among the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to this Joinder and Amendment, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.
Section 23. Survival. All representations and warranties made in this Joinder and Amendment or any other Loan Document including any Loan Document furnished in connection with this Joinder and Amendment shall survive the execution and delivery of this Joinder and Amendment and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder and Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
| EXISTING BORROWERS: | ||
| AMERICAN HOMES 4 RENT PROPERTIES | ||
| ONE, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT PROPERTIES TWO, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT PROPERTIES THREE, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT PROPERTIES FOUR, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT PROPERTIES FIVE, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT PROPERTIES SIX, LLC | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
| AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership | ||
| By: | AMERICAN HOMES 4 RENT, a Maryland real estate investment trust, its General Partner | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| AH4R PROPERTIES, LLC, a Delaware limited liability company | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO AS EXISTING BORROWERS: | ||
| By: | AH4R PROPERTIES, LLC, a Delaware limited liability company, its sole member | |
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
SIGNATURE PAGES CONTINUED
| JOINING BORROWERS: | ||
| EACH OF THE ENTITIES LISTED ON | ||
| ANNEX I ATTACHED HERETO AS JOINING | ||
| BORROWERS: | ||
| By: | AMERICAN HOMES 4 RENT I, LLC, a | |
| Delaware limited liability company, its sole | ||
| member | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| AMERICAN HOMES 4 RENT I, LLC, a Delaware limited liability company | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
SIGNATURE PAGES CONTINUED
| EXISTING PLEDGORS/GUARANTORS: | ||
| AMERICAN HOMES 4 RENT, L.P., a Delaware limited partnership | ||
| By: | AMERICAN HOMES 4 RENT, a Maryland | |
| real estate investment trust, its General | ||
| Partner | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
| AH4R PROPERTIES, LLC, a Delaware limited liability company | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
| JOINING PLEDGOR/GUARANTOR: | ||
| AMERICAN HOMES 4 RENT I, LLC, a | ||
| Delaware limited liability company | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Manager | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
SIGNATURE PAGES CONTINUED
| LEAD ARRANGER: | ||
| ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
[Signatures continue on following page]
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
| LENDERS: | ||
| ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Tranche A Lender and a Tranche B Lender | ||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |
| Title: | Managing Director | |
[Signatures continue on following page]
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
| ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A., as a Tranche B Lender | ||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Vice President | |
[Signatures continue on following page]
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
| BANK OF AMERICA, NATIONAL ASSOCIATION, as a Tranche B Lender | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
[Signatures continue on following page]
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a Tranche B Lender | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Authorized Signatory | |
[Signatures continue on following page]
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
SIGNATURE PAGES CONTINUED
ACKNOWLEDGED AND AGREED TO AS OF THE EFFECTIVE DATE:
PARENT GUARANTOR:
| AMERICAN HOMES 4 RENT, a Maryland real estate investment trust | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
SIGNATURE PAGES CONTINUED
ASSET MANAGER:
| AMERICAN HOMES 4 RENT MANAGEMENT HOLDINGS, LLC, a Delaware limited liability company, as Asset Manager | ||
| By: | /s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇ | |
| Title: | Senior Vice President | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
ACCOUNT BANK:
| ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION | ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | |
Second Omnibus Joinder and Amendment Agreement – ▇▇▇▇▇ AH4R
ANNEX I
TO OMNIBUS JOINDER AND AMENDMENT AGREEMENT
EXISTING BORROWERS
| AH4R - AZ, LLC | AH4R - IN, LLC | |
| AH4R - AZ 2, LLC | ▇▇▇▇ - ▇▇ ▇▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇ 3, LLC | AH4R - NC, LLC | |
| AH4R - AZ 4, LLC | ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇ 7, LLC | ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇ 11, LLC | AH4R - NC 11, LLC | |
| SSI - AZ, LLC | AH4R - NV, LLC | |
| AH4R - CO, LLC | AH4R - NV 2, LLC | |
| AH4R - CO 3, LLC | ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇, LLC | ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇ 2, LLC | AH4R - NV 11, LLC | |
| AH4R - FL 3, LLC | SSI - NV, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇, LLC | |
| ▇▇▇▇ - ▇▇ ▇▇, ▇▇▇ | ▇▇▇▇ - ▇▇ 3, LLC | |
| AH4R - GA, LLC | AH4R - OH 11, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇ 3, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇ 11, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇ 2, LLC | |
| AH4R - GA 11, LLC | ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | |
| ▇▇▇▇ - ▇▇, LLC | AH4R - TX 11, LLC | |
| AH4R - IL 2, LLC | AH4R - UT, LLC | |
| ▇▇▇▇ - ▇▇ ▇, ▇▇▇ | ▇▇▇▇ - ▇▇, LLC | |
| AH4R - IL 11, LLC |
JOINING BORROWERS
| AH4R I AZ, LLC | AH4R I NV, LLC | |
| AH4R I CO, LLC | AH4R I OH, LLC | |
| AH4R I FL, LLC | AH4R I OK, LLC | |
| AH4R I FL Orlando, LLC | AH4R I TN, LLC | |
| AH4R I GA, LLC | AH4R I TX DFW, LLC | |
| AH4R I IL, LLC | AH4R I TX, LLC | |
| AH4R I IN, LLC | AH4R I UT, LLC | |
| AH4R I NC, LLC | AH4R I WA, LLC |