ADMISSION AGREEMENT AND AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
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 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxx, XX, 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/ Xxxxxxx Xxxxx | |||||
| Xxxxxxx Xxxxx, 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/ Xxxxxxx Xxxxx | |||||
| Xxxxxxx Xxxxx, 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 Xxxxxxxx Family Trust 2B | |||
| Its Sole Member | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |||
| Xxxxxx X. Xxxxxxxx, Xx., Trustee | ||||
[SIGNATURES FOLLOW ON NEXT PAGE]
[Admission Agreement and Amendment to OP Agreement]
| USA Walnut Hill 8, LLC, | ||
| a Delaware limited liability company | ||
| By: | Xxxxxxx X. and Xxxxx X. Xxxxxxxx | |
| Its Sole Member | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
| Xxxxxxx X. Xxxxxxxx | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Xxxxx X. Xxxxxxxx | ||
[SIGNATURES FOLLOW ON NEXT PAGE]
[Admission Agreement and Amendment to OP Agreement]
| USA Walnut Hill 9, LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Xxxxxxx Xxxxxxxxxxxxxx | |
| Xxxxxxx Xxxxxxxxxxxxxx | ||
| 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: | Xxxxxxx Associates, Inc., a New York corporation | |||
| Its Sole Member | ||||
| By: |
/s/ Xxxxx X. Xxxxx | |||
| Xxxxx X. Xxxxx, 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/ Xxxxxx X. Xxxxx | |
| Xxxxxx X. Xxxxx | ||
| 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 Xxxx Centre 0000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 |
General Partnership Interest |
25,801,439.837 | ||||
| Limited Partners: |
||||||
| IRT Limited Partner, LLC, as an Initial Limited Partner Xxxx Centre 0000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 |
Limited Partnership Xxxxxxxx |
000 | ||||
| XXX Xxxxxxxxxx Xxxx 4, LLC c/o Xxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
Limited Partnership Interest |
10,585.83 | ||||
| USA Xxxxxxxxxx Park 5, LLC x/x Xxxxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 |
Limited Partnership Interest |
10,585.83 | ||||
| USA Xxxxxxxxxx Park 7, LLC c/o X.X. Xxxx and Xxxxxxxx X. Xxxx Revocable Trust DTD 12/18/98 0000 Xxxxxxx Xxxx. Xxxxxxx, XX 00000 |
Limited Partnership Interest |
24,303.19 | ||||
| USA Xxxxxxxxxx Park 11, LLC c/o Xxxxx X. Xxxxxxx 000 Xxxxxxxx Xxxx Xxxxx, XX 00000 |
Limited Partnership Interest |
16,261.98 | ||||
| USA Xxxxxxxxxx Park 12, LLC c/o The Xxxxx/Xxxxxxxx Trust, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Trustees 0000 Xxxxxxxx Xxx. Xxx Xxxxx, XX 00000 |
Limited Partnership Interest |
10,848.62 | ||||
| USA Xxxxxxxxxx Park 13, LLC c/o Xxxxx Xxxxx 0000 Xxxxxxx Xxx. Xxxxxxxx, XX 00000 |
Limited Partnership Interest |
7,804.70 | ||||
| USA Xxxxxxxxxx Park 14, LLC c/o Xxxxx X. Xxxxxxxxx 0000 Xxxxxxx Xxx. Xxxxxxx, XX 00000 |
Limited Partnership Interest |
7,804.70 | ||||
| USA Xxxxxxxxxx Park 16, LLC c/o Xxxxxxxx X. Xxxxxxxxx 000 XxXxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 |
Limited Partnership Interest |
11,207.76 | ||||
| USA Xxxxxxxxxx Park 19, LLC c/o Canelo Family Partnership, L.P., Xxxxx Xxxxxx, General Partner 0000 Xxxxxxx Xxxx Xxxxxx, XX 00000 |
Limited Partnership Interest |
24,294.42 | ||||
| USA Xxxxxxxxxx Park 20, LLC x/x Xxx Xxxxxxxx Xxxxxx Xxxxx 0X, Xxxxxx X. Xxxxxxxx, Xx., Trustee 0 Xxxxxxxx Xxx Xxxx, XX 00000 |
Limited Partnership Interest |
87,148.09 | ||||
| USA Xxxxxxxxxx Park 23, LLC c/o Xxxxx and Xxxx Xxxxxxxxx, as husband and wife 21213 X. Xxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 |
Limited Partnership Interest |
11,216.55 | ||||
| USA Walnut Hill 1, LLC x/x Xxx Xxxxxxxx Xxxxxx Xxxxx 0X, Xxxxxx X. Xxxxxxxx, Xx., Trustee 0 Xxxxxxxx Xxx Xxxx, XX 00000 |
Limited Partnership Interest |
51,566.24 | ||||
| USA Walnut Hill 4, LLC c/o Xxxxxx X. Xxxxx 000 Xxxxxxxxx Xxxxxx, #000 Xxxxxxxxx, XX 00000 |
Limited Partnership Interest |
9,616.74 | ||||
| USA Walnut Hill 8, LLC c/o Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxx, XX 00000 |
Limited Partnership Interest |
29,923.69 | ||||
| USA Xxxxxx Xxxx 0, XXX x/x Xxxxxxx Xxxxxxxxxxxxxx 0000 Xxxxxx Xxxx Xxxxx Xxxxxx, XX 00000 |
Limited Partnership Interest |
19,261.14 | ||||
| USA Walnut Hill 19, LLC c/x Xxxxxxx Associates, Inc., a New York corporation 00000 X. Xxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attn: Xxxxx X. Xxxxx, Secretary |
Limited Partnership Interest |
26,992.97 | ||||
