EX-10.1






FIRST AMENDMENT TO SENIOR REVOLVING CREDIT AGREEMENT




This First Amendment to Senior Revolving Credit Agreement (this “Amendment”) is made
as of September 9, 2014 (the “Amendment Effective Date”), by and among Independence Realty
Operating Partnership, LP, a limited partnership organized under the laws of the State of Delaware
(the “Borrower”), The Huntington National Bank, a national banking association
(“Lender”), and certain subsidiaries of Borrower which are signatories hereto and the
financial institutions which are signatories hereto. Any capitalized terms used in this Amendment
and not otherwise defined, are defined in the Credit Agreement described below.



RECITALS




WHEREAS, the Lender and the Borrower entered into that certain Senior Revolving Credit
Agreement dated as of October 25, 2013 (as amended from time to time, the “Credit
Agreement”);



WHEREAS, the Subsidiary Guaranties have been amended prior to the Amendment Effective Date;



WHEREAS, Borrower has requested that the Lender agree to increase the Commitment from
$20,000,000 to $30,000,000 and to make certain other modifications to the Credit Agreement;



WHEREAS, the Lender is willing to agree to such increase and to make such modifications on the
terms stated herein;



NOW THEREFORE in consideration of the foregoing and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:




	1.	 	Amendment Effective Date. This Amendment shall become effective upon the Amendment
Effective Date, which is the date on which this Amendment has been executed by all of the
parties hereto and delivered to the Lender and Borrower has paid the additional commitment fee
required under Section 2 hereof.






	2.	 	Additional Commitment Fee. Borrower agrees to pay to the Lender on the Amendment
Effective Date a commitment fee of $65,000, being sixty-five hundredths of one percent
(0.65%) of the $10,000,000 increase in the Commitment.






	3.	 	Definitions. From and after the Amendment Effective Date, the following definitions
in Article I of the Credit Agreement are hereby deleted in their entirety and replaced with
the following:






“Commitment” means Thirty Million Dollars ($30,000,000), as such amount may be reduced at
the Borrower’s option pursuant to Section 2.2.




“Eligible Borrowing Base Property” shall mean (i) any Project which does not meet the
criteria below but is approved by the Lender in its sole discretion or (ii) any Project
which meets the following criteria:




(a) Such Project must be wholly-owned in fee simple by a Wholly-Owned Subsidiary of
Borrower that is a Subsidiary Guarantor or will be added as a Subsidiary Guarantor when such
Project becomes a Borrowing Base Property.




(b) Such Project must be a stabilized multifamily property with an Occupancy Percentage
of not less than ninety percent (90%).




(c) Such Project must be located in a MSA which (i) has a population of at least
500,000 and (ii) is one of the then-current one hundred (100) largest MSAs in the
continental United States.




(d) Such Project must have either (i) been completed not earlier than 1998, or (ii) if
completed earlier than 1998, been Extensively Renovated to current market standards so that
there is no Major Deferred Maintenance (as certified by the Borrower to the Lender in the
Collateral Inclusion Documents).




(e) Such Project must be free of any Liens (other than those described in clauses (i)
through (iv) of Section 6.16), pledges (including Negative Pledges) or guaranties
(excluding any title company indemnities).



“LIBO Applicable Margin” means two and one-half percent (2.50%) per annum.




“Secured Indebtedness” means for any period and without duplication, (A) that portion of
Total Funded Indebtedness which is secured by a Lien on an asset (excluding Indebtedness
secured solely by cash in debt service reserves or sinking funds) plus, (B) that portion of
Total Funded Indebtedness described in the last sentence of the definition of “Recourse
Indebtedness” which is otherwise not secured by a Lien. Notwithstanding the foregoing,
Secured Indebtedness shall exclude all Advances outstanding under the Facility.”




	4.	 	Scheduled Mandatory Principal Payments. Section 2.8(ii) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:






"Scheduled Mandatory. Unless earlier repaid, Borrower shall repay in full all
Advances made under the Facility with respect to a specific Borrowing Base Property on the
date that is six (6) months after the date such Borrowing Base Property was first added to
the Borrowing Base Pool, provided, however, if the specific Borrowing Base Property is
identified as a permanent Borrowing Base Property by Borrower and approved as a permanent
Borrowing Base Property by Lender, in its sole discretion, at the time that such Advance is
made which such permanent Borrowing Base Property is anticipated to remain under the
Facility through the Initial Maturity Date, the Borrower shall not be required to repay in
full such Advance on such scheduled date.”




	5.	 	Minimum Adjusted Tangible Net Worth. Section 6.20 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:






"Minimum Adjusted Tangible Net Worth. Borrower on a consolidated basis with Parent
Guarantor and Borrower’s Subsidiaries shall maintain an Adjusted Tangible Net Worth of not
less than $176,557,000 plus seventy-five percent (75%) of the equity contributions or sales
of Capital Stock received by Parent Guarantor, Borrower or any of Borrower’s Subsidiaries
after September 9, 2014, net of the expenses of obtaining such equity contributions or
making such sales.”




	6.	 	Indebtedness and Cash Flow Covenants. Section 6.21 of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:






"Indebtedness and Cash Flow Covenants. Borrower on a consolidated basis with Parent
Guarantor and Borrower’s Subsidiaries shall not permit:




(i) Total Funded Indebtedness divided by Total Asset Value to exceed sixty-five percent
(65%) at any time;




(ii) The ratio of Adjusted Total EBITDA to Fixed Charges to be less than 1.50 to 1.00 at any
time; or




(iii) The aggregate amount of Recourse Indebtedness, excluding the Obligations under this
Agreement, to exceed five percent (5%) of Total Asset Value at any time; or




(iv) Any Recourse Indebtedness that is not also Secured Indebtedness; or




(v) Secured Indebtedness divided by Total Asset Value to exceed sixty-five percent (65%) at
any time.”




	7.	 	Permitted Investments. Section 6.23 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:






"Permitted Investments. The Consolidated Group’s aggregate Investment, including
the applicable Consolidated Group Pro Rata Share, in Unimproved Land, Development Assets and
Notes Receivable (with each asset valued at its cost basis under GAAP) shall not at any time
exceed ten percent (10%) of Total Asset Value. All Projects owned by Investment Affiliates
must be (i) stabilized Projects and (ii) financed only with Non Recourse Indebtedness.




	8.	 	References. Each of the parties hereby consents to all of the changes made to the
Credit Agreement pursuant to this Amendment and agrees that each reference in the Loan
Documents to the Credit Agreement shall be deemed to be a reference to the Credit Agreement as
amended by this Amendment.






	9.	 	Representations and Warranties. Borrower hereby remakes, as of the Amendment
Effective Date, all of the representations and warranties of Borrower in Article 5 of the
Credit Agreement and each reference therein to “the date hereof” or “the Agreement Execution
Date” shall be deemed to be a reference to the Amendment Effective Date. Borrower hereby
further represents and warrants to Lender as follows:






a) This Amendment constitutes the legal, valid and binding obligation of Borrower, and
is enforceable in accordance with its terms;




b) Except as expressly modified hereby, the Loan Documents are ratified and confirmed
hereby, are in full force and effect, and Borrower has no defenses or offsets to the
enforcement thereof or counterclaims which relate thereto;




c) Upon execution and delivery of this Amendment and satisfaction of the conditions to
the effectiveness of this Amendment, to the best of Borrower’s knowledge, information and
belief, no Default shall exist under the Loan Documents; and




d) Borrower, the Parent Guarantor or the Subsidiary Guarantors all have full power and
authority to execute this Amendment.




	10.	 	Governing Law. This Amendment shall be construed in accordance with the internal
laws (and not the law of conflicts) of the State of Ohio, but giving effect to Federal laws
applicable to national banks.






	11.	 	Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, and all of which together shall constitute a single
agreement.






	12.	 	Continued Effect. Other than as expressly amended herein, Borrower, the Parent
Guarantor and the Subsidiary Guarantors all agree that the Credit Agreement and all other Loan
Documents shall remain in full force and effect and are hereby ratified and confirmed.





[Signature pages follow]




IN WITNESS WHEREOF, Borrower, Parent Guarantor, the Subsidiary Guarantors and the
Lender have executed this Amendment as of the date first above written.




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/ James J. Sebra

Name: James J. Sebra

Title: Chief Financial Officer





Address for Notices:




Independence Realty Advisors, LLC






2929 Arch Street, 17th Floor


Philadelphia, PA 19104


Attn: Farrell M. Ender, President


P: 215.243.9040


F: 215.243.9097


E: farrell.ender@irtreit.com




Independence Realty Advisors, LLC


c/o RAIT Financial Trust


2929 Arch Street, 17th Floor


Philadelphia, PA 19104


Attn: Jamie Reyle, Esquire,


Senior Vice President – Corporate Counsel


P: 215.243.9019


F: 215.405.2945


E: jreyle@raitft.com




Ledgewood


1900 Market Street, Suite 750


Philadelphia, PA 19103


Attn: Brian L. Murland, Esquire


P: 215.790.2383


F: 215.735.2513


E: bmurland@ledgewood.com



1




THE HUNTINGTON NATIONAL BANK,




a national banking association



	 	 	 
	By: /s/ Marla S. Bergrin

	 

	Name:

	 	Marla S. Bergrin
	 

	 	








	 	 	Title: Vice President






200 Public Square, Suite 700


Cleveland, OH 44114


Phone: 216.515.6983


Facsimile: 877.203.6964


Attention: Mike Mitro



Email: Michael.D.Mitro@huntington.com



2




The undersigned, being the Parent Guarantor under the
Credit Agreement, hereby consents to and approves of
this Amendment and agrees that the Parent Guaranty
shall continue in full force and effect.




INDEPENDENCE REALTY TRUST, INC., a Maryland
corporation




By: Independence Realty Advisors, LLC, a Delaware
limited liability company, its authorized agent




By: /s/ James J. Sebra

Name: James J. Sebra

Title: Chief Financial Officer





The undersigned, being the only Subsidiary Guarantor
under the Credit Agreement immediately prior to the
Amendment Effective Date hereby consents to and
approves of this Amendment and agrees that the
Subsidiary Guaranty shall continue in full force and
effect.




IRT ARBORS APARTMENTS OWNER, LLC, a Delaware limited




liability company




	 	 	 	By:
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/ James J. Sebra

Name: James J. Sebra

Title: Chief Financial Officer





3