ADMISSION AGREEMENT AND AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTYOPERATING PARTNERSHIP, LP

EX-4.3 2 d702687dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

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 May 7, 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. The definition of “Advisory Agreement” is hereby deleted in its entirety and replaced with the following: “‘Advisory Agreement’ means the Second Amended and Restated Advisory Agreement among the Partnership and the General Partner, as advisees, and the Advisor, as advisor, as amended by that certain First Amendment to Second Amended and Restated Advisory Agreement and as may be further modified, amended or restated from time to time.”

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

4. 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 Carrington Park Apartments, 1801 Champlin Drive, Little Rock, Arkansas, 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.

5. 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.


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

7. This Agreement may be executed in counterparts.

[SIGNATURES APPEAR ON FOLLOWING PAGES]

 

2


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 of Limited Partners – SP]


NEW LIMITED PARTNERS:    
USA CARRINGTON PARK 4, LLC,     USA CARRINGTON PARK 13, LLC,
a Delaware limited liability company     a Delaware limited liability company
By:  

/s/ Kevin S. Fitzgerald

    By:  

/s/ Kevin S. Fitzgerald

Name:   Kevin S. Fitzgerald     Name:   Kevin S. Fitzgerald
Title:   Vice President     Title:   Vice President
USA CARRINGTON PARK 5, LLC,     USA CARRINGTON PARK 14, LLC,
a Delaware limited liability company     a Delaware limited liability company
By:  

/s/ Kevin S. Fitzgerald

    By:  

/s/ Kevin S. Fitzgerald

Name:   Kevin S. Fitzgerald     Name:   Kevin S. Fitzgerald
Title:   Vice President     Title:   Vice President
USA CARRINGTON PARK 7, LLC,     USA CARRINGTON PARK 16, LLC,
a Delaware limited liability company     a Delaware limited liability company
By:  

/s/ Kevin S. Fitzgerald

    By:  

/s/ Kevin S. Fitzgerald

Name:   Kevin S. Fitzgerald     Name:   Kevin S. Fitzgerald
Title:   Vice President     Title:   Vice President
USA CARRINGTON PARK 11, LLC,     USA CARRINGTON PARK 19, LLC,
a Delaware limited liability company     a Delaware limited liability company
By:  

/s/ Kevin S. Fitzgerald

    By:  

/s/ Kevin S. Fitzgerald

Name:   Kevin S. Fitzgerald     Name:   Kevin S. Fitzgerald
Title:   Vice President     Title:   Vice President
USA CARRINGTON PARK 12, LLC,     USA CARRINGTON PARK 20, LLC,
a Delaware limited liability company     a Delaware limited liability company
By:  

/s/ Kevin S. Fitzgerald

    By:  

/s/ Kevin S. Fitzgerald

Name:   Kevin S. Fitzgerald     Name:   Kevin S. Fitzgerald
Title:   Vice President     Title:   Vice President
      USA CARRINGTON PARK 23, LLC,
      a Delaware limited liability company
      By:  

/s/ Kevin S. Fitzgerald

      Name:   Kevin S. Fitzgerald
      Title:   Vice President

 

[Admission of Limited Partners – SP]


SCHEDULE A

NEW LIMITED PARTNERS’ PARTNERSHIP INTERESTS

 

New Limited Partner:

   Gross Asset
Value
     Common
Units
 

USA Carrington Park 4, LLC

   $ 94,653.24         10,585.83   

USA Carrington Park 5, LLC

   $ 94,653.24         10,585.83   

USA Carrington Park 7, LLC

   $ 217,306.93         24,303.19   

USA Carrington Park 11, LLC

   $ 145,406.49         16,261.98   

USA Carrington Park 12, LLC

   $ 97,002.93         10,848.62   

USA Carrington Park 13, LLC

   $ 69,785.72         7,804.70   

USA Carrington Park 14, LLC

   $ 69,785.72         7,804.70   

USA Carrington Park 16, LLC

   $ 100,214.17         11,207.76   

USA Carrington Park 19, LLC

   $ 217,228.60         24,294.42   

USA Carrington Park 20, LLC

   $ 779,234.68         87,148.09   

USA Carrington Park 23, LLC

   $ 100,292.82         11,216.55   
  

 

 

    

 

 

 
   $ 1,985,564.54         222,061.68   
  

 

 

    

 

 

 


SCHEDULE B

PARTNERS’ PARTNERSHIP INTERESTS

[SEE ATTACHED]


Partners’ Partnership Interests

As of May 7, 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    17,742,439.837

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