EX-4.1






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]




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]






1






NEW LIMITED PARTNERS:




USA CARRINGTON PARK 4, LLC,


a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 5, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 7, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 11, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 12, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 13, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 14, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 16, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 19, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

Title: Vice President





USA CARRINGTON PARK 20, LLC,






a Delaware limited liability company




By: /s/ Kevin S. Fitzgerald

Name: Kevin S. Fitzgerald

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




2



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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name and Address of Partner
	 	Type of Interest
	 	Number of Series A
	 	Number of Series B
	 	Number of Common

	 
	 	 	 	 	 	Preferred Units
	 	Preferred Units
	 	Units

	 
	 		 		 	 	 	 	 		 		 		 	
	General Partner:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Independence Realty Trust, Inc., as
	 	General Partnership
	 		125		 	 	 	 	 		5,599,923	
	General Partner
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, PA 19104
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 		 		 	 	 	 	 		 	
	Limited Partners:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IRT Limited Partner, LLC, as an
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		100	
	Initial Limited Partner
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	Cira Centre
2929 Arch Street, 17th Floor
Philadelphia, PA 19104
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	RAIT NTR Holdings, LLC
	 	Limited Partnership
	 	 	 	 	 		350		 	 	 	 
	Cira Centre
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	2929 Arch Street, 17th Floor
Philadelphia, PA 19104
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 		 		 	 	 	 
	USA Carrington Park 4, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		10,585.83	
	c/o Mike Spalding
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	18 Buckthorn Drive
Littleton, CO 80127
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 5, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		10,585.83	
	c/o Paula Spalding
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	18 Buckthorn Drive
Littleton, CO 80127
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 7, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		24,303.19	
	c/o J.D. Nock and Helmtrud S. Nock
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	Revocable Trust DTD 12/18/98
8655 Skyline Blvd.
Oakland, CA 94611
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 11, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		16,261.98	
	c/o Glenn W. Baldwin
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	445 Sangamon Lane
Dixon, IL 61021
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 12, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		10,848.62	
	c/o The Scott/Erquiaga Trust, Gregory
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	R. Scott, Gene X. Erquiaga, Trustees
5839 Overlake Ave.
San Diego, CA 92120
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 13, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		7,804.70	
	c/o Sonja Bjork
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	1219 Peralta Ave.
Berkeley, CA 94706
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 14, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		7,804.70	
	c/o Tanja M. Schlosser
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	1219 Peralta Ave.
Berkely, CA 94706
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 16, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		11,207.76	
	c/o Florence W. Danneberg
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	835 McFarlane Avenue
Sebastopol, CA 95472
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 19, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		24,294.42	
	c/o Canelo Family Partnership, L.P.,
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	Sally Canelo, General Partner
2980 Florist Lane
Merced, CA 95340
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 20, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		87,148.09	
	c/o The Brovelli Family Trust 2A,
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	Edmond F. Brovelli, Jr., Trustee
9 Ridgetop Way
Napa, CA 94558
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	
	USA Carrington Park 23, LLC
	 	Limited Partnership
	 	 	 	 	 	 	 	 	 		11,216.55	
	c/o Alois and Joan Lamprecht, as
	 	Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	husband and wife
21213 B. Hawthorne Blvd.
Torrance, CA 90503
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 		 		 	 	 	 	 	 	 	 	 		 	







3