EX-4.5 2 d787738dex45.htm EX-4.5 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