SEC Info - American Homes 4 Rent - ‘10-K’ for 12/31/15

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American Homes 4 Rent – ‘10-K’ for 12/31/15 – ‘EX-10.41’

On: Friday, 2/26/16, at 2:21pm ET · For: 12/31/15 · Accession #: 1562401-16-57 · File #: 1-36013

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/26/16  American Homes 4 Rent             10-K       12/31/15  100:15M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.53M 
 2: EX-10.41    Material Contract -- exhibit1041                    HTML     47K 
 3: EX-10.42    Material Contract -- exhibit1042                    HTML     55K 
 5: EX-21.1     Subsidiaries List -- exhibit211                     HTML     55K 
 6: EX-23.1     Consent of Experts or Counsel -- exhibit231         HTML     28K 
 4: EX-12.1     Statement re: Computation of Ratios -- exhibit121   HTML     53K 
 7: EX-31.1     Certification -- §302 - SOA'02 -- exhibit311        HTML     36K 
 8: EX-31.2     Certification -- §302 - SOA'02 -- exhibit312        HTML     36K 
 9: EX-32.1     Certification -- §906 - SOA'02 -- exhibit321        HTML     33K 
16: R1          Document and Entity Information                     HTML     58K 
17: R2          Consolidated Balance Sheets                         HTML    118K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
19: R4          Consolidated Statements of Operations               HTML    105K 
20: R5          Consolidated Statements of Comprehensive Income     HTML     59K 
21: R6          Consolidated Statement of Equity                    HTML    163K 
22: R7          Consolidated Statement of Equity Consolidated       HTML     31K 
                Statement of Equity Parenthetical                                
23: R8          Consolidated Statements of Cash Flows               HTML    248K 
24: R9          Organization and Operations                         HTML     38K 
25: R10         Significant Accounting Policies                     HTML     84K 
26: R11         Single-Family Properties                            HTML     53K 
27: R12         Rent and Other Receivables                          HTML     38K 
28: R13         Deferred Costs and Other Intangibles                HTML     75K 
29: R14         Debt                                                HTML    112K 
30: R15         Accounts Payable and Accrued Expenses               HTML     40K 
31: R16         Shareholders' Equity                                HTML    164K 
32: R17         Related Party Transactions                          HTML     47K 
33: R18         Contributions by AH LLC                             HTML     65K 
34: R19         Acquisitions and Dispositions                       HTML    126K 
35: R20         Earnings per share                                  HTML     62K 
36: R21         Commitments and Contingencies                       HTML     54K 
37: R22         Noncash Transactions                                HTML     34K 
38: R23         Fair Value                                          HTML    136K 
39: R24         Quarterly Financial Information                     HTML     68K 
40: R25         Subsequent Events                                   HTML     38K 
41: R26         Schedule III - Real Estate and Accumulated          HTML    327K 
                Depreciation                                                     
42: R27         Significant Accounting Policies (Policies)          HTML    139K 
43: R28         Single-Family Properties (Tables)                   HTML     49K 
44: R29         Rent and Other Receivables (Tables)                 HTML     33K 
45: R30         Deferred Costs and Other Intangibles (Tables)       HTML     75K 
46: R31         Debt (Tables)                                       HTML     68K 
47: R32         Accounts Payable and Accrued Expenses (Tables)      HTML     40K 
48: R33         Shareholders' Equity (Tables)                       HTML    105K 
49: R34         Contributions by AH LLC (Tables)                    HTML     55K 
50: R35         Acquisitions and Dispositions (Tables)              HTML    102K 
51: R36         Earnings per share (Tables)                         HTML     60K 
52: R37         Commitments and Contingencies (Tables)              HTML     50K 
53: R38         Fair Value (Tables)                                 HTML    134K 
54: R39         Quarterly Financial Information (Tables)            HTML     66K 
55: R40         Organization and Operations (Details)               HTML     98K 
56: R41         Significant Accounting Policies (Details)           HTML     63K 
57: R42         Significant Accounting Policies (Details 2)         HTML     62K 
58: R43         Single-Family Properties (Details)                  HTML     48K 
59: R44         Single-Family Properties (Details 2)                HTML     32K 
60: R45         Rent and Other Receivables (Details)                HTML     43K 
61: R46         Deferred Costs and Other Intangibles (Details)      HTML     45K 
62: R47         Deferred Costs and Other Intangibles (Details 2)    HTML     30K 
63: R48         Deferred Costs and Other Intangibles (Details 3)    HTML     83K 
64: R49         Debt - Long-term Debt (Details)                     HTML    104K 
65: R50         Debt - Narrative (Details 1)                        HTML    263K 
66: R51         Debt - Interest Expense (Details 2)                 HTML     33K 
67: R52         Accounts Payable and Accrued Expenses (Details)     HTML     45K 
68: R53         Shareholders' Equity (Details)                      HTML     68K 
69: R54         Shareholders' Equity (Details 2)                    HTML    250K 
70: R55         Shareholders' Equity (Details 3)                    HTML    100K 
71: R56         Shareholders' Equity (Details 4)                    HTML     41K 
72: R57         Shareholders' Equity (Details 5)                    HTML     75K 
73: R58         Related Party Transactions (Details)                HTML    104K 
74: R59         Contributions by AH LLC (Details)                   HTML    117K 
75: R60         Contributions by AH LLC (Details 2)                 HTML    102K 
76: R61         Acquisitions and Dispositions Acquisitions and      HTML     87K 
                Dispositions - 2015 & 2014 Acquisitions (Details)                
77: R62         Acquisitions and Dispositions - Beazer Rental       HTML    123K 
                Homes Acquisition (Details 1)                                    
78: R63         Acquisitions and Dispositions Acquisitions and      HTML     86K 
                Dispositions - Management Internalization (Details               
                2)                                                               
79: R64         Acquisitions and Dispositions Acquisitions and      HTML     67K 
                Dispositions - Alaska JV Acquisition (Details)                   
80: R65         Acquisitions and Dispositions - RJ JV Acquisition   HTML    147K 
                1 (Details 3)                                                    
81: R66         Acquisitions and Dispositions - RJ JV Acquisition   HTML     53K 
                2 (Details 4)                                                    
82: R67         Acquisitions and Dispositions - RJ JV Acquisition   HTML     42K 
                Net Income Table (Details 5)                                     
83: R68         Acquisitions and Dispositions - RJ JV Acquisition   HTML     34K 
                4 (Details 6)                                                    
84: R69         Acquisitions and Dispositions - Sale of California  HTML     33K 
                Properties (Details 7)                                           
85: R70         Earnings per share (Details)                        HTML     62K 
86: R71         Earnings per share (Details 2)                      HTML     30K 
87: R72         Commitments and Contingencies (Details)             HTML     52K 
88: R73         Commitments and Contingencies (Details 2)           HTML     39K 
89: R74         Noncash Transactions (Details)                      HTML     94K 
90: R75         Fair Value - Carrying Value and Fair Value          HTML     67K 
                (Details)                                                        
91: R76         Fair Value - Interest Rate Cap, Convertible Series  HTML     48K 
                E, and Preferred Shares (Details)                                
92: R77         Fair Value Fair Value - Level 3 Liabilities         HTML     39K 
                (Details)                                                        
93: R78         Quarterly Financial Information (Details)           HTML     40K 
94: R79         Subsequent Events (Details)                         HTML     85K 
95: R80         Schedule III - Real Estate and Accumulated          HTML    292K 
                Depreciation (Details)                                           
96: R81         Schedule III - Real Estate and Accumulated          HTML     38K 
                Depreciation (Details 2)                                         
97: R82         Schedule III - Real Estate and Accumulated          HTML     38K 
                Depreciation (Details 3)                                         
99: XML         IDEA XML File -- Filing Summary                      XML    170K 
98: EXCEL       IDEA Workbook of Financial Reports                  XLSX    139K 
10: EX-101.INS  XBRL Instance -- amh-20151231                        XML   3.97M 
12: EX-101.CAL  XBRL Calculations -- amh-20151231_cal                XML    335K 
13: EX-101.DEF  XBRL Definitions -- amh-20151231_def                 XML   1.58M 
14: EX-101.LAB  XBRL Labels -- amh-20151231_lab                      XML   2.62M 
15: EX-101.PRE  XBRL Presentations -- amh-20151231_pre               XML   1.88M 
11: EX-101.SCH  XBRL Schema -- amh-20151231                          XSD    282K 
100: ZIP         XBRL Zipped Folder -- 0001562401-16-000057-xbrl      Zip    409K

‘EX-10.41’ — Material Contract — exhibit1041

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.41

TENTH AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP OF

AMERICAN HOMES 4 RENT, L.P.

February 25, 2016

American Homes 4 Rent, L.P., a Delaware limited partnership (the “Partnership”), is governed by the Agreement of Limited Partnership of the Partnership, dated November 21, 2012, as amended by the First Amendment, dated as of December 31, 2012, the Second Amendment, dated as of February 28, 2013, the Amended & Restated Second Amendment, dated as of May 22, 2013, the Third Amendment, dated as of June 10, 2013, the Fourth Amendment, dated as of June 10, 2013, the Fifth Amendment, dated as of October 24, 2013, the Sixth Amendment, dated as of December 27, 2013, the Seventh Amendment, dated as of April 30, 2014, the Eight Amendment, dated as of September 19, 2014 and the Ninth Amendment, dated as of February 26, 2015 (collectively, the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement.

WHEREAS, Section 10.3 of the Partnership Agreement designates the General Partner as the Tax Matters Partner for the Partnership and grants certain powers to the Tax Matters Partner.

WHEREAS, effective for tax returns filed by the Partnership for tax years beginning after December 31, 2017, the Bipartisan Budget Act of 2015 repeals the partnership audit provisions in Subchapter C of Chapter 63 of the Code and replaces those provision with new Sections 6221-6241 of the Code (the “2015 Budget Act Partnership Audit Rules”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, pursuant to Sections 14.1.A and 14.1.D of the Partnership Agreement, the Partners hereby amend the Partnership Agreement as follows in order to conform to the changes made by the 2015 Budget Act Partnership Audit Rules.


1.	Sections 10.3 of the Partnership Agreement is hereby deleted and replaced in its entirety with the following:

Section 10.3 Tax Partner and Partnership Tax Audit Matters

A.General. The General Partner shall be the “tax partner” of the Partnership for federal, state and local income tax administrative or judicial proceedings (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as a “judicial review”) and is treated as the “tax matters partner” pursuant to Section 6231(a)(7) of the Code as in effect on November 1, 2015 (Subchapter C of Chapter 63 of the Code as in effect on November 1, 2015 referred to as the “Current Partnership Audit Rules”) and the “partnership representative” pursuant to Section 6223(a) of the Code as included in the Bipartisan Budget Act of 2015 (with the changes to Subchapter C of Chapter 63 of the Code as made by the Bipartisan Budget Act of 2015 referred to as the “2015 Budget Act Partnership Audit Rules”). The General Partner is authorized to conduct all tax audits and judicial reviews for the Partnership. So long as Section 6223(c)(3) of the Current Partnership Audit Rules is in effect, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax partner shall furnish the IRS with the name, address, taxpayer identification number and profit interest of each of the Limited Partners

and any Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners.

B.Powers. The tax partner is authorized, but not required (and the Partners hereby consent to the tax partner taking the following actions):


(1)	to elect out of the 2015 Budget Act Partnership Audit Rules, if available;

(2)

to enter into any settlement with the IRS with respect to any tax audit or judicial review for the adjustment of Partnership items required to be taken into account by a Partner or the Partnership for income tax purposes, and in the settlement agreement the tax partner may expressly state that such agreement shall bind the Partnership and all Partners, except that so long as the Current Partnership Audit Rules are in effect, such settlement agreement shall not bind any Partner (i) who (within the time prescribed pursuant to the Code and Regulations under the Current Partnership Audit Rules) files a statement with the IRS providing that the tax partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or (ii) who is a “notice partner” (as defined in Section 6231(a)(8) of the Current Partnership Audit Rules) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Current Partnership Audit Rules);


(3)	to seek judicial review of any adjustment assessed by the IRS or any other tax authority, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;


(4)	to intervene in any action brought by any other Partner for judicial review of a final adjustment;


(5)	to file a request for an administrative adjustment with the IRS or other tax authority at any time and, if any part of such request is not allowed by the IRS or other tax authority, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;


(6)	to enter into an agreement with the IRS or other tax authority to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;


(7)	to take any other action on behalf of the Partners of the Partnership in connection with any tax audit or judicial review proceeding, to the extent permitted by applicable law or regulations, including, without limitation, the following actions to the extent that the 2015 Budget Act Partnership Audit Rules apply to the Partnership and its current or former Partners:


a.	electing to have the alternative method for the underpayment of taxes set forth in Section 6226 of the Code, as included in the 2015 Budget Act Partnership Audit Rules, apply to the Partnership and its current or former Partners; and

for Partnership level assessments under Section 6225 of the Code, as included in the 2015 Budget Act Partnership Audit Rules, determining apportionment of responsibility for payment among the current or former Partners, setting aside reserves from Available Cash of the Partnership, withholding of distributions of Available Cash to the Partners, and requiring current or former Partners to make cash payments to the Partnership for their share of the Partnership level assessments; and


(8)	to take any other action required or permitted by the Code and Regulations in connection with its role as tax partner.

The taking of any action and the incurring of any expense by the tax partner in connection with any such audit or proceeding referred to in clause (7) above, except to the extent required by law, is a matter in the sole and absolute discretion of the tax partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 shall be fully applicable to the tax partner in its capacity as such. In addition, the General Partner shall be entitled to indemnification set forth in Section 7.7 for any liability for tax imposed on the Partnership under the 2015 Budget Act Partnership Audit Rules that is collected from the General Partner.

The current and former Partners agree to provide the following information and documentation to the Partnership and the tax partner to the extent that the 2015 Budget Act Partnership Audit Rules apply to the Partnership and its current or former Partners:


(1)	information and documentation to determine and prove eligibility of the Partnership to elect out of the 2015 Budget Act Partnership Audit Rules;


(2)	information and documentation to reduce the Partnership level assessment consistent with Section 6225(c) of the Code, as included in the 2015 Budget Act Partnership Audit Rules; and


(3)	information and documentation to prove payment of the attributable liability under Section 6226 of the Code, as included in the 2015 Budget Act Partnership Audit Rules.

In addition to the foregoing, and notwithstanding any other provision of this Agreement, including, without limitation, Section 14.1 of this Agreement, the General Partner is authorized (without any requirement of the consent or approval of any other Partners) to make all such amendments to this Section 10.3 as it shall determine, in its sole judgment, to be necessary, desirable or appropriate to implement the 2015 Budget Act Partnership Audit Rules and any regulations, procedures, rulings, notices, or other administrative interpretations thereof promulgated by the U.S. Treasury Department.

C.Reimbursement. The tax partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm and/or law firm to assist the tax partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

D.Survival. The obligations of each Partner under this Section 10.3 shall survive such Partner’s withdrawal from the Partnership, and each Partner agrees to execute such documentation requested by the Partnership at the time of such Partner’s withdrawal from the Partnership to acknowledge and confirm such Partner’s continuing obligations under this Section 10.3.


2.	Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the Partners hereby ratify and confirm.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Tenth Amendment as of the date first set forth above.

GENERAL PARTNER:

AMERICAN HOMES 4 RENT

By: /s/ David P. Singelyn


Name:	David P. Singelyn

Title: Chief Executive Officer

LIMITED PARTNER:

AMERICAN HOMES 4 RENT, LLC

By: /s/ John Corrigan


Name:	John Corrigan

Title: Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/17	10-K, ABS-15G
Filed on:	2/26/16	4, 425, 8-K
	2/25/16	4, 8-K
For Period end:	12/31/15	ABS-15G
	11/1/15
	2/26/15	4, 8-K
	9/19/14	8-K
	4/30/14	EFFECT, FWP, POS AM, S-11MEF
	12/27/13	POS EX
	10/24/13
	6/10/13
	5/22/13
	2/28/13
	12/31/12
	11/21/12
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  American Homes 4 Rent             10-K       12/31/23  111:15M
 6/09/23  American Homes 4 Rent             S-3ASR      6/09/23    6:1.1M                                   Donnelley … Solutions/FA
 2/24/23  American Homes 4 Rent             10-K       12/31/22  109:17M
 2/25/22  American Homes 4 Rent             10-K       12/31/21  110:16M
 2/26/21  American Homes 4 Rent             10-K       12/31/20  102:16M

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Filing Submission 0001562401-16-000057 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)