Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - INDEPENDENCE REALTY TRUST, INC. | Financial_Report.xls |
10-Q - 10-Q - INDEPENDENCE REALTY TRUST, INC. | d702687d10q.htm |
EX-12.1 - EX-12.1 - INDEPENDENCE REALTY TRUST, INC. | d702687dex121.htm |
EX-31.2 - EX-31.2 - INDEPENDENCE REALTY TRUST, INC. | d702687dex312.htm |
EX-32.2 - EX-32.2 - INDEPENDENCE REALTY TRUST, INC. | d702687dex322.htm |
EX-32.1 - EX-32.1 - INDEPENDENCE REALTY TRUST, INC. | d702687dex321.htm |
EX-31.1 - EX-31.1 - INDEPENDENCE REALTY TRUST, INC. | d702687dex311.htm |
EX-10.19 - EX-10.19 - INDEPENDENCE REALTY TRUST, INC. | d702687dex1019.htm |
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 Partners 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 Partners Contributed Property is stated opposite such New Limited Partners name on Schedule A attached hereto, and each New Limited Partners 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 | |||||
|
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$ | 1,985,564.54 | 222,061.68 | ||||||
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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 | ||
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 |