EX-10.2






FIRST AMENDMENT TO CREDIT AGREEMENT




This First Amendment to Credit Agreement (this “Amendment”) is made as of this 2nd day
of October, 2015, by and among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited
partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION (together with any successor in
interest, “KeyBank”), the other lending institutions which are, or may become from time to
time, parties to the Credit Agreement as “Lenders” (as defined in the Credit Agreement and as
further referenced in the recitals below), KEYBANK NATIONAL ASSOCIATION, as administrative agent
for the Lenders (the “Agent”), THE HUNTINGTON NATIONAL BANK, as Syndication Agent
(“Syndication Agent”), KEYBANC CAPITAL MARKETS and THE HUNTINGTON NATIONAL BANK, as Joint
Lead Arranger and Joint Book Managers, and CAPITAL ONE, NATIONAL ASSOCIATION, as Documentation
Agent (“Documentation Agent”). Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Credit Agreement.



W I T N E S S E T H:




WHEREAS, the Loan Parties, the Agent, and the Lenders have entered into a certain Credit
Agreement dated as of September 17, 2015 (the “Credit Agreement”) wherein Agent and the
Lenders agreed to provide a credit facility to Borrower in the aggregate principal amount of up to
$120,000,000.00 as therein provided; and



WHEREAS, in connection with the credit facility, Borrower have executed and delivered, among
other instruments, documents, and agreements, that certain term loan Note in the amount of
$72,000,000.00 payable to the order of KeyBank (“KeyBank Term Note”), that certain term
loan Note in the amount of $48,000,000.00 payable to the order of Huntington (“Huntington Term
Note”; together with the KeyBank Term Note, singly and collectively, the “Existing Lender
Notes”); and



WHEREAS, in connection with the execution and delivery of this Amendment, each of: (i) Capital
One, National Association, (ii) Bank of America, N.A., (iii) MidFirst Bank, a federally chartered
Savings Association, (iv) Comerica Bank, (v) Citizens Bank, N.A., (vi) and (vii) The PrivateBank
have become Lenders (collectively, the “Additional Lenders”) and have agreed (together with
KeyBank and The Huntington National Bank, as existing Lenders) to make Commitments under the Credit
Agreement, as further provided herein; and



WHEREAS, the Loan Parties, the Agent, and the Lenders have agreed to amend the Credit
Agreement as expressly set forth herein.



NOW, THEREFORE, the parties hereto agree as follows:



1. Defined Terms; References. Unless otherwise specifically defined herein, each term
used herein that is defined in the Credit Agreement has the meaning assigned to such term in the
Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other
similar reference and each reference to “this Amendment” and each other similar reference contained
in the Credit Agreement and other Loan Documents shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.



2. Amendments to Credit Agreement. Effective upon the execution and delivery of this
Amendment by all parties hereto, the Credit Agreement is hereby amended as follows:




	 	(a)	 	Documentation Agent. Capital One, National Association is hereby
designated Documentation Agent under the Credit Agreement.






	 	(b)	 	Amendments to §1 of the Credit Agreement. §1.1 of the Credit
Agreement, entitled “Definitions”, is hereby modified and amended with respect to the
following defined terms as presently appearing therein:






(i) The definition of “Defaulting Lender” is hereby amended by
inserting the following text at the end of clause (b) thereof:




“unless such notification or public statement relates to such Lender’s
obligation to fund a Loan hereunder and states that such position is based
on such Lender’s determination that a condition precedent to funding (which
condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be
satisfied,”;




(ii) The definition of “Excluded Subsidiary” is hereby deleted in its entirety,
as presently appearing, and replaced with the following:




“Excluded Subsidiary. Each of (a) IRT UPREIT Lender, LP,
(b) IRT UPREIT Lender Limited Partner, LLC, (c) BREF/Midlothian, LLC, (d)
MTC-East, LLC, (e) TS Manager LLC, (f) Trade Street Property Management,
LLC, (g) Bayview Club TIC I – XXVII LLCs, (h) Feldman Equities General
Partner, Inc., (i) Feldman Holdings Business Trust I, (j) Feldman Holdings
Business Trust II and (k) Feldman Equities Operating Partnership, LP. and,
collectively, the “Excluded Subsidiaries”.”




(iii) The definition of “Fixed Charges” is hereby amended by
deleting the first use of the word “such” in subsection (b) thereof, with the
amended subsection (b) to read as follows:




“(b) the aggregate of all regularly scheduled principal payments
on Indebtedness (but excluding (i) balloon payments of principal due upon
the stated maturity of any Indebtedness, (ii) payments of principal
outstanding under the Facility, and (iii) principal payments under the
Specified Senior Secured Credit Facility) of the Consolidated Group made or
required to be made during such period, measured on a Consolidated basis,
and”.




	 	(c)	 	Amendment to §9 of the Credit Agreement. §9 of the Credit Agreement,
entitled “Financial Covenants”, is hereby modified and amended as follows:






(i) In §9.4, entitled “Maximum Distributions”, by deleting in the entirety the
text of §9.4(b) thereof, as presently appearing therein, and by replacing the same
with the following:




“(b) at any time that an Event of Default shall exist (or if an
Event of Default would result from the making of any such Distribution);
provided, however, that so long as no Event of Default under
§12.1(a), §12.1(b), §12.1(h), §12.1(i), and/or §12.1(j) shall have occurred
and be continuing Distributions shall be permitted to the extent required
for the Parent Guarantor to comply with all applicable provisions of the
Code necessary or required to allow Parent Guarantor to maintain its status
as a real estate investment trust (but, for the avoidance of doubt, if any
Event of Default under §12.1(a), §12.1(b), §12.1(h), §12.1(i), and/or
§12.1(j) shall have occurred and be continuing, no Distributions shall be
permitted).”




	 	(d)	 	Amendment to §12 of the Credit Agreement. §12 of the Credit Agreement,
entitled “Events of Default; Acceleration; Etc.” is hereby amended as follows:






(i) In subsection 12.1(e) thereof, by deleting in the entirety the existing
text, as presently appearing therein, and by replacing the same as follows:




“Borrower or any other Loan Party shall fail to perform any other term,
covenant or agreement contained herein or in any of the other Loan Documents which
it is required to perform (other than those specified in the other subclauses of
this §12 (including, without limitation, §12.2 below) or in the other Loan
Documents), and such failure shall continue for thirty (30) days after Borrower
receives from Agent written notice thereof; provided that the foregoing cure
provisions shall not pertain to any default consisting of a failure to comply with
any provision of §8 or §7.17, or to any Default excluded from any provision of cure
of defaults contained in any other of the Loan Documents;”




	 	(e)	 	Amendment to §14 of the Credit Agreement. §14 of the Credit Agreement,
entitled “Agent”, is hereby modified and amended as follows:






(i) In §14.14, entitled “Approvals”, by deleting in the entirety the existing
text, as presently appearing therein, and by replacing the same as follows:




“14.14 Approvals. If consent is required for some action under
this Agreement, or except as otherwise provided herein an approval of the
Lenders or the Required Lenders is required or permitted under this
Agreement, each Lender agrees to give the Agent, within ten (10) days of
receipt of the request for action together with all reasonably requested
information related thereto (or such lesser period of time required by the
terms of the Loan Documents), notice in writing of approval or disapproval
(collectively “Directions”) in respect of any action requested or
proposed in writing pursuant to the terms hereof. To the extent that any
Lender does not approve any recommendation of Agent, such Lender shall in
such notice to Agent describe the actions that would be acceptable to such
Lender. If consent is required for the requested action, any Lender’s
failure to respond to a request for Directions within the required time
period shall be deemed to constitute a Direction to take such requested
action; provided, however, that without limiting the obligation of
each Lender to respond to a request for Directions within the required time
period specified in this §14.14, no such deemed Direction to take such
requested action shall be applicable with respect to any matter requiring
the written consent of each Lender adversely affected thereby as and to the
extent expressly provided in §27. In the event that any recommendation is
not approved by the requisite number of Lenders and a subsequent approval on
the same subject matter is requested by Agent, then for the purposes of this
paragraph each Lender shall be required to respond to a request for
Directions within five (5) Business Days of receipt of such request. Agent
and each Lender shall be entitled to assume that any officer of the other
Lenders delivering any notice, consent, certificate or other writing is
authorized to give such notice, consent, certificate or other writing unless
Agent and such other Lenders have otherwise been notified in writing.”




	 	(f)	 	Amendment to §17 of the Credit Agreement. §17 of the Credit Agreement,
entitled “Survival of Covenants, Etc.”, is hereby modified and amended by adding the
following text at the end of the existing provision, as presently appearing therein:






“Without limiting the generality of the foregoing, it is expressly
acknowledged and agreed by the Loan Parties that the provisions of §4.4,
§4.9, §4.10, and §4.11 shall survive the termination of the Credit Agreement
and the repayment of the Obligations.”




	 	(g)	 	Amendment to §25 of the Credit Agreement. §25 of the Credit Agreement,
entitled “Waiver of Jury Trial and Certain Damage Claims” is hereby amended by deleting
in the entirety the existing text, as presently appearing therein, and by replacing the
same as follows:






“EACH OF THE LOAN PARTIES, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A
JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH
PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION
ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY
APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; PROVIDED THAT NOTHING CONTAINED IN THIS SENTENCE SHALL LIMIT THE LOAN
PARTIES’ INDEMNIFICATION OBLIGATIONS TO THE EXTENT SUCH SPECIAL, INDIRECT,
CONSEQUENTIAL AND PUNITIVE DAMAGES ARE INCLUDED IN ANY THIRD PARTY CLAIM IN
CONNECTION WITH WHICH ANY INDEMNIFIED PERSON IS ENTITLED TO INDEMNIFICATION
HEREUNDER. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. EACH PARTY
ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL
AND THAT EACH PARTY AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND VOLUNTARY ACT.”




	 	(h)	 	Amendments to Schedules to the Credit Agreement. The Schedules to the
Credit Agreement, as presently appearing therein, are hereby modified and amended as
follows:






(i) Schedule 1.1, entitled “Lenders and Commitments” is hereby amended and
replaced by Schedule 1.1 attached hereto.




	 	(i)	 	References to Credit Agreement. From and after the execution and
delivery of this Amendment, any and all references in the Credit Agreement or the
other Loan Documents to the term “Credit Agreement” (however defined or described)
shall mean and refer to the Credit Agreement as amended by this Amendment.





3. New Notes. In connection with the execution and delivery of this Amendment, (a)
KeyBank and Huntington, respectively, shall have executed and delivered certain Assignment and
Acceptance Agreements with the Additional Lenders referenced herein and (b) Borrower shall have
executed and delivered new Notes in favor of the Lenders, in replacement of the Existing Lender
Notes pursuant to §18 of the Credit Agreement, as requested by Agent, to give effect to such
Assignment and Acceptance Agreements and the revised Commitments of the Lenders, as set forth in
Schedule 1.1 attached hereto.



4. Additional Representations and Warranties.




	 	(a)	 	As of the date hereof, the Loan Parties hereby acknowledge, confirm, represent,
warrant and agrees that:






(i) All representations and warranties made in the Credit Agreement and other
Loan Documents remain and continue to be true and correct in all material respects,
except to the extent that such representations and warranties expressly refer to an
earlier date.




(ii) To the knowledge of the Loan Parties, there exists no Default or Event of
Default under any of the Loan Documents.




(iii) No Loan Party has any claim, counterclaim, offset or defense against the
Agent and/or any Lender relating in any way to the Facility or the Loan Documents;




(iv) Each Loan Party has the power and authority and legal right to execute,
deliver and perform this Amendment, and has taken all necessary action to authorize
the execution, delivery, and performance of this Amendment, and the Person executing
and delivering this Amendment on behalf of each Loan Party is duly authorized to do
so;




(v) This Amendment has been duly authorized, executed and delivered by the Loan
Parties so as to constitute the legal, valid and binding obligations of each Loan
Party, enforceable in accordance with its terms, except as the same may be limited
by insolvency, bankruptcy, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights or by general equitable principles;




(vi) The execution and delivery by each Loan Party of, and the performance by
each Loan Party of its obligations under, this Amendment does not and will not (A)
conflict with or result in any breach or contravention of any provision of law,
statute, rule or regulation to which any Loan Party is subject or any judgment,
order, writ, injunction, license or permit applicable to any Loan Party, in each
case except as would not be reasonably likely to have a Material Adverse Effect, or
of the partnership agreement, limited liability company agreement, articles of
incorporation or other charter documents or bylaws of each Loan Party, or (B)
conflict with or result in a breach of, constitute a default or require any consent
under, or result in or require the acceleration of any indebtedness of each Loan
Party under, any agreement, instrument or indenture to which each Loan Party is a
party or by which each Loan Party or its property may be bound or affected, or
result in the creation of any Lien upon any property or assets of each Loan Party.



5. General Terms.




	 	(a)	 	Except as expressly amended hereby, the remaining terms and conditions of the
Credit Agreement shall continue in full force and effect. All future references to
the “Credit Agreement” (however defined or described) shall be deemed to be references
to the Credit Agreement as amended by this Amendment.






	 	(b)	 	This Amendment, which may be executed in multiple counterparts, constitutes
the entire agreement of the parties regarding the matters contained herein and shall
not be modified by any prior oral or written discussions. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy or other electronic
imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually
executed counterpart of this Amendment. The Loan Parties hereby ratify, confirm and
reaffirm all of the terms and conditions of the Credit Agreement, and each of the
other Loan Documents, and further acknowledge and agree that all of the terms and
conditions of the Credit Agreement shall remain in full force and effect except as
expressly provided in this Amendment.






	 	(c)	 	This Amendment shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.






	 	(d)	 	The Loan Parties shall cooperate with the Agent and shall execute and deliver
to the Agent such further instruments and documents as the Agent shall reasonably
request to carry out to its satisfaction the transactions contemplated by this
Amendment and the other Loan Documents.






	 	(e)	 	The respective Obligations of the Loan Parties under the Loan Documents, as
modified herein and/or further amended and restated pursuant hereto, are and shall
continue to be secured by the same Collateral as set forth under the Loan Documents.






	 	(f)	 	Any determination that any provision of this Amendment or any application
hereof is invalid, illegal or unenforceable in any respect and in any instance shall
not affect the validity, legality or enforceability of such provision in any other
instance, or the validity, legality or enforceability of any other provisions of this
Amendment.





6. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.



[SIGNATURES ON FOLLOWING PAGE]




It is intended that this Amendment take effect as an instrument under seal as of the
date first written above.



	 
	BORROWER:

	INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By: Independence Realty Trust, Inc., a Maryland corporation, its general

partner

By: /s/ Farrell Ender

	 

	Name: Farrell Ender

Title: President







	 
	AGENT and LENDER:

	KEYBANK NATIONAL ASSOCIATION

By: /s/ Christopher T. Neil

	 

	Name: Christopher T. Neil

Title: Senior Relationship Manager







	 
	 	 	LENDERS:
	 	 	THE HUNTINGTON NATIONAL BANK
	 	 	By: /s/ Michael Mitro
	 	 	Name: Michael Mitro

	 	 	Title: Senior Vice President





CAPITAL ONE, NATIONAL ASSOCIATION




By: /s/ Frederick H. Denecke

Name: Frederick H. Denecke

Title: Senior Vice President




BANK OF AMERICA, N.A.




By: /s/ Michael W. Edwards

Name: Michael W. Edwards

Title: Senior Vice President





MIDFIRST BANK, A FEDERALLY CHARTERED SAVINGS ASSOCIATION




By: /s/ Todd Wright

Name: Todd Wright

Title: First Vice President




COMERICA BANK




By: /s/ Charles Weddell

Name: Charles Weddell

Title: Alt Group Manager — VP




CITIZENS BANK, N.A.




By: /s/ Nan E. Delahunt

Name: Nan E. Delahunt

Title: Vice President




THE PRIVATEBANK




By: /s/ Kathy Thurston

Name: Kathy Thurston

Title: Managing Director




GUARANTOR CONFIRMATION




The undersigned Guarantors hereby expressly acknowledge and consent to the foregoing First
Amendment to Credit Agreement and acknowledge and agree that each Guarantor remains jointly and
severally obligated for the various obligations and liabilities of the Borrower to the Agent and
the Lenders under the Credit Agreement as provided in the Guaranty dated September 17, 2015




INDEPENDENCE REALTY TRUST, INC., a Maryland
corporation




By: /s/ Farrell Ender

Name: Farrell Ender

Title: President





IR TS OP CO, LLC, a Delaware limited liability




company, successor by conversion to Trade Street
Operating Partnership, LP




	 	 	 	By:
Independence Realty Operating Partnership, LP, a
Delaware limited partnership, its sole member






	 	 	 	By:
Independence Realty Trust, Inc., a
Maryland corporation, its general partner






By: /s/ Farrell Ender

Name: Farrell Ender

Title: President





JLC/BUSF ASSOCIATES, LLC, a Delaware limited




liability company




By: TS Manager, LLC, a Florida limited liability
company, its manager




By: IR TS Op Co, LLC, a Delaware limited




liability company, successor by conversion to
Trade Street Operating Partnership, LP, its
sole member




By: Independence Realty Operating Partnership,
LP, a Delaware limited partnership, its sole
member




By: Independence Realty Trust, Inc., a




Maryland corporation, its general
partner




By: /s/ Farrell Ender

Name: Farrell Ender

Title: President




Address for Notices:



Independence Realty Trust, Inc. and





IR TS Op Co, LLC


Cira Centre


2929 Arch Street, 17th Floor


Philadelphia, Pennsylvania 19104


Attn: Farrell Ender, President


E-mail: fender@irtreit.com


Fax: (215) 405-2945



	 	 	 
	With a copy to:

	 	With a copy to:
	Independence Realty Trust, Inc.

Cira Centre

2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104

Attn: General Counsel

Email: jnorman@rait.com

	 	Pepper Hamilton LLP

The New York Times Building

620 Eighth Avenue, 37th Floor

New York, New York 10018-1405

Attn: Paul W. Hespel, Esq.

E-Mail: hespelp@pepperlaw.com






Fax: (215) 405-2945 Fax: (212) 286-9806



SCHEDULE 1.1




(See attached)




 1890035.2



1890035.4