EX-4.5 2 d787738dex45.htm EX-4.5

Exhibit 4.5

ADMISSION AGREEMENT AND AMENDMENT TO FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP

THIS ADMISSION AGREEMENT AND AMENDMENT (this “Agreement”), dated as of August 28, 2014, is entered into and among the Partnership, the General Partner and the New Limited Partners (as those terms are defined below).

WHEREAS, by Fourth Amended and Restated Agreement of Limited Partnership of Independence Realty Operating Partnership, LP dated as of May 7, 2013 (the “Partnership Agreement”) among Independence Realty Trust, Inc., a Maryland corporation (the “General Partner”), and IRT Limited Partner, LLC, a Delaware limited liability company (“IRT”) as a limited partner, a Delaware limited partnership was organized under the name Independence Realty Operating Partnership, LP (the “Partnership”); and

WHEREAS, the General Partner, pursuant to its authority under Section 4.2 of the Partnership Agreement, desires to admit the parties listed on Schedule A attached hereto as limited partners in the Partnership (each a “New Limited Partner” and collectively, the “New Limited Partners”);

WHEREAS, capitalized terms used, but not defined herein have the means assigned to them in the Partnership Agreement;

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1. The Partnership hereby admits each New Limited Partner as a Limited Partner in the Partnership with all of the rights and obligations of a Limited Partner in accordance with the terms and conditions of the Partnership Agreement, and the Partnership hereby issues to each New Limited Partner the number of Common Units stated opposite such New Limited Partner’s name on Schedule A attached hereto. Each New Limited Partner has made a Capital Contribution of Contributed Property in exchange for such Common Unit(s).

2. Exhibit A to the Partnership Agreement is hereby amended and restated as set forth in Schedule B attached hereto.

3. The New Limited Partners have contributed as of the date hereof their respective ownership interests in and to that certain real property and the improvements thereon commonly known as Walnut Hills Apartments located at 8920 Walnut Grove Road, Memphis, TN, which shall be deemed Contributed Property, the Gross Asset Value of each New Limited Partner’s Contributed Property is stated opposite such New Limited Partner’s name on Schedule A attached hereto, and each New Limited Partner’s Capital Account shall have a credit of such amount.

4. The New Limited Partners hereby join in and agree to be bound as Limited Partners by the Partnership Agreement, as amended hereby, including without limitation the power of attorney granted in Section 2.4 of the Partnership Agreement.

5. The New Limited Partners, the General Partner and the Partnership are executing as of the date hereof that certain Exchange Rights Agreement.

6. This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PARTNERSHIP:
INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By: |  | Independence Realty Trust, Inc., a Maryland corporation, its general partner
|  | By: |  | Independence Realty Advisors, LLC, a Delaware limited liability company, its authorized agent
|  |  |  | By: |  | /s/ Farrell Ender
|  |  |  |  |  | Farrell Ender, President
GENERAL PARTNER:
INDEPENDENCE REALTY TRUST, INC., a Maryland corporation
|  | By: |  | Independence Realty Advisors, LLC, a Delaware limited liability company, its authorized agent
|  |  |  | By: |  | /s/ Farrell Ender
|  |  |  |  |  | Farrell Ender, President

[SIGNATURES CONTINUE ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

NEW LIMITED PARTNERS:
USA Walnut Hill 1, LLC,
a Delaware limited liability company
By: |  | The Brovelli Family Trust 2B
|  | Its Sole Member
|  | By: |  | /s/ Edmond F. Brovelli, Jr.
|  |  |  | Edmond F. Brovelli, Jr., Trustee

[SIGNATURES FOLLOW ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

USA Walnut Hill 8, LLC,
a Delaware limited liability company
By: |  | William H. and Diana R. Bradshaw
|  | Its Sole Member
By: |  | /s/ William H. Bradshaw
|  | William H. Bradshaw
By: |  | /s/ Diana R. Bradshaw
|  | Diana R. Bradshaw

[SIGNATURES FOLLOW ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

USA Walnut Hill 9, LLC,
a Delaware limited liability company
By: |  | /s/ Phillip Steinschreiber
|  | Phillip Steinschreiber
|  | Its Sole Member

[SIGNATURES FOLLOW ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

USA Walnut Hill 19, LLC,
a Delaware limited liability company
By: |  | Mittman Associates, Inc., a New York corporation
|  | Its Sole Member
|  | By: |  | /s/ Ellen S. Davis
|  |  |  | Ellen S. Davis, Secretary

[SIGNATURES FOLLOW ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

USA Walnut Hill 4, LLC,
a Delaware limited liability company
By: |  | /s/ Robert E. Batey
|  | Robert E. Batey
|  | Its Sole Member

[SIGNATURES FOLLOW ON NEXT PAGE]

[Admission Agreement and Amendment to OP Agreement]

SCHEDULE A

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS

New Limited Partner: |  | Gross Asset Value |  |  | Common Units |
USA Walnut Hill 1, LLC |  | $ | 516,977.29 |  |  |  | 51,566.24 |
USA Walnut Hill 4, LLC |  | $ | 96,412.63 |  |  |  | 9,616.74 |
USA Walnut Hill 8, LLC |  | $ | 300,000.00 |  |  |  | 29,923.69 |
USA Walnut Hill 9, LLC |  | $ | 193,102.53 |  |  |  | 19,261.14 |
USA Walnut Hill 19, LLC |  | $ | 270,618.00 |  |  |  | 26,992.97 |

[Admission Agreement and Amendment to OP Agreement]

SCHEDULE B

PARTNERS’ PARTNERSHIP INTERESTS

[SEE ATTACHED]

[Admission Agreement and Amendment to OP Agreement]

Partners’ Partnership Interests

As of August 28, 2014

Name and Address of Partner |  | Type of Interest |  | Number of Common Units |
General Partner: |  |  |  |  |  |
Independence Realty Trust, Inc., as General Partner Cira Centre 2929 Arch Street, 17th Floor Philadelphia, PA 19104 |  | General Partnership Interest |  |  | 25,801,439.837 |
Limited Partners: |  |  |  |  |  |
IRT Limited Partner, LLC, as an Initial Limited Partner Cira Centre 2929 Arch Street, 17th Floor Philadelphia, PA 19104 |  | Limited Partnership Interest |  |  | 100 |
USA Carrington Park 4, LLC c/o Mike Spalding 18 Buckthorn Drive Littleton, CO 80127 |  | Limited Partnership Interest |  |  | 10,585.83 |
USA Carrington Park 5, LLC c/o Paula Spalding 18 Buckthorn Drive Littleton, CO 80127 |  | Limited Partnership Interest |  |  | 10,585.83 |
USA Carrington Park 7, LLC c/o J.D. Nock and Helmtrud S. Nock Revocable Trust DTD 12/18/98 8655 Skyline Blvd. Oakland, CA 94611 |  | Limited Partnership Interest |  |  | 24,303.19 |
USA Carrington Park 11, LLC c/o Glenn W. Baldwin 445 Sangamon Lane Dixon, IL 61021 |  | Limited Partnership Interest |  |  | 16,261.98 |

USA Carrington Park 12, LLC c/o The Scott/Erquiaga Trust, Gregory R. Scott, Gene X. Erquiaga, Trustees 5839 Overlake Ave. San Diego, CA 92120 |  | Limited Partnership Interest |  |  | 10,848.62 |
USA Carrington Park 13, LLC c/o Sonja Bjork 1219 Peralta Ave. Berkeley, CA 94706 |  | Limited Partnership Interest |  |  | 7,804.70 |
USA Carrington Park 14, LLC c/o Tanja M. Schlosser 1219 Peralta Ave. Berkely, CA 94706 |  | Limited Partnership Interest |  |  | 7,804.70 |
USA Carrington Park 16, LLC c/o Florence W. Danneberg 835 McFarlane Avenue Sebastopol, CA 95472 |  | Limited Partnership Interest |  |  | 11,207.76 |
USA Carrington Park 19, LLC c/o Canelo Family Partnership, L.P., Sally Canelo, General Partner 2980 Florist Lane Merced, CA 95340 |  | Limited Partnership Interest |  |  | 24,294.42 |
USA Carrington Park 20, LLC c/o The Brovelli Family Trust 2A, Edmond F. Brovelli, Jr., Trustee 9 Ridgetop Way Napa, CA 94558 |  | Limited Partnership Interest |  |  | 87,148.09 |
USA Carrington Park 23, LLC c/o Alois and Joan Lamprecht, as husband and wife 21213 B. Hawthorne Blvd. Torrance, CA 90503 |  | Limited Partnership Interest |  |  | 11,216.55 |
USA Walnut Hill 1, LLC c/o The Brovelli Family Trust 2A, Edmond F. Brovelli, Jr., Trustee 9 Ridgetop Way Napa, CA 94558 |  | Limited Partnership Interest |  |  | 51,566.24 |

USA Walnut Hill 4, LLC c/o Robert E. Batey 500 Elmington Avenue, #501 Nashville, TN 37205 |  | Limited Partnership Interest |  |  | 9,616.74 |
USA Walnut Hill 8, LLC c/o William H. Bradshaw and Diana R. Bradshaw 3927 Lighthouse Place Discovery Bay, CA 94505 |  | Limited Partnership Interest |  |  | 29,923.69 |
USA Walnut Hill 9, LLC c/o Phillip Steinschreiber 1976 Summit Lake Drive Angwin, CA 94508 |  | Limited Partnership Interest |  |  | 19,261.14 |
USA Walnut Hill 19, LLC c/o Mittman Associates, Inc., a New York corporation 10467 E. Raintree Drive Scottsdale, Arizona 85255 Attn: Ellen S. Davis, Secretary |  | Limited Partnership Interest |  |  | 26,992.97 |