EX-4.1.8 3 d846890dex418.htm EX-4.1.8 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