EX-4.1.8 3 d846890dex418.htm EX-4.1.8

Exhibit 4.1.8

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 December 30, 2014 is entered into and among the Partnership, the General Partner and the New Limited Partner (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 USA IRR2, LLC, a Delaware limited liability company as a limited partner in the Partnership (“New Limited Partner”);

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 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 New Limited Partner the number of Common Units stated on Schedule A attached hereto. 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 Partner has contributed as of the date hereof that certain real property and the improvements thereon commonly known as Iron Rock Ranch, 1215 W. Slaughter Lane, Austin, Texas, which shall be deemed Contributed Property. The Gross Asset Value of such Contributed Property is $8,550,245.90, and New Limited Partner’s Capital Account shall have a credit of such amount.

4. The New Limited Partner hereby joins in and agrees to be bound as a Limited Partner 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 Partner, 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.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

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

- Limited Partner Admission to Operating Partnership -

NEW LIMITED PARTNER:
USA IRR2, LLC, a Delaware limited liability company
By: |  | U.S. Advisor, LLC, a Virginia limited
|  | liability company, its Manager
|  | By: |  | /s/ Kevin S. Fitzgerald
|  | Kevin S. Fitzgerald, Chief Executive Officer

- Limited Partner Admission to Operating Partnership -

SCHEDULE A

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS

New Limited Partner: |  | Notice Address |  | Gross Asset Value |  |  | Common Units |
USA IRR2, LLC, a Delaware limited liability company |  | c/o U.S. Advisor, LLC, as agent 600 Trancas Street, Suite 200 Napa, California 94558 Attention: Kevin Fitzgerald Email: kfitzgerald@ussh.us |  | $ | 8,550,245.90 |  |  |  | 918,097.92 |

SCHEDULE B

PARTNERS’ PARTNERSHIP INTERESTS

Partners’ Partnership Interests

As of December 30, 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 |  | 31,801,439.837
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
Herbert J. Murphy, Jr. 47 Wexford Drive Granville, Ohio 43023 |  | Limited Partnership Interest |  | 4,928.88
USA IRR2, LLC, a Delaware limited liability company c/o U.S. Advisor, LLC 600 Trancas Street Napa, California 94588 |  | Limited Partnership Interest |  | 918,097.92