Amendment to Agreement of Limited Partnership



 Exhibit 4.1 
 AMENDMENT TO 
 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP 
 OF INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP 

This Amendment is made to the Second Amended and Restated Agreement of Limited Partnership of Independence Realty Operating Partnership,
LP (the “Agreement”) and shall be effective as of December 16, 2011 (the “Effective Date”). All capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement. 

WHEREAS, the General Partner desires to amend the Agreement as set forth below to reflect the issuance of additional Partnership Units in
the Partnership and the admission of an Additional Limited Partner. 
 NOW, THEREFORE, the parties hereby agree as follows:

 1. Amendment to Agreement. Effective as of the Effective Date, the Agreement is hereby amended by replacing Exhibit A attached to the
Agreement with Exhibit A attached to this Amendment. 
 2. Effect on the Agreement. Except as specifically amended by this Amendment, the
Agreement shall remain in full force and effect. 
 3. Governing Law. This Amendment shall be governed by the laws of the State of
Delaware. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the undersigned has signed this Amendment as of the Effective Date.

  

			
	GENERAL PARTNER
	
	INDEPENDENCE REALTY TRUST, INC.
		
	By:	 	/S/    JACK E. SALMON
	Its:	 	President and Chief Financial Officer









 EXHIBIT A 
 Partners’ Contributions and Partnership Interests 
  

											
	Name and Address of Partner	  	Type of Interest	  	Capital
Contribution	  	 Number of
 Partnership Units
	  	 Number of
 Special Limited
 Partnership Units
	  	 Percentage
 Interest

	 General Partner:
	  		  		  		  		  	
	 Independence Realty Trust, Inc.

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	General Partnership
Interest	  	$200,000	  	$20,000	  	Not applicable	  	0.38%
	 Limited Partners:
	  		  		  		  		  	
	 RAIT NTR Holdings, LLC, as the Initial

Limited Partner
 Cira Centre
 2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$2,000	  	200	  	Not applicable	  	0.00%
	 RAIT NTR Holdings, LLC, as Special

Limited Partner
 Cira Centre
 2929 Arch Street, 17th Floor

Philadelphia, Pennsylvania 19104
	  	Special Limited
Partnership Units	  	None	  	Not applicable	  	100	  	Not applicable
	 Belle Creek Member, LLC*(1)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$3,525,000	  	352,500	  	Not applicable	  	6.66%









											
	Name and Address of Partner	  	Type of Interest	  	Capital
Contribution	  	 Number of
 Partnership Units
	  	 Number of
 Special Limited
 Partnership Units
	  	 Percentage
 Interest

	 Copper Mill Member, LLC*(2)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$7,365,000	  	736,500	  	Not applicable.	  	13.91%
	 Crestmont Member, LLC*(3)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$6,750,000	  	675,000	  	Not applicable.	  	12.75%
	 Cumberland Member, LLC*(4)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$6,900,000	  	690,000	  	Not applicable.	  	13.03%
	 Heritage Trace Member, LLC*(5)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$5,500,000	  	550,000	  	Not applicable.	  	10.39%
	 Tresa at Arrowhead Member, LLC*(6)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$9,175,000	  	917,500	  	Not applicable.	  	17.33%
	 Centrepoint Member, LLC* (7)

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$11,900,000	  	1,190,000	  	Not applicable	  	22.47%
	 RAIT NTR Holdings, LLC*

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$657,000	  	65,700	  	Not applicable	  	1.24%









											
	Name and Address of Partner	  	Type of Interest	  	Capital
Contribution	  	 Number of
 Partnership Units
	  	 Number of
 Special Limited
 Partnership Units
	  	 Percentage
 Interest

	 Taberna IR Holdings, LLC*

Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, Pennsylvania 19104
	  	Limited Partnership
Interest	  	$975,000	  	97,500	  	Not applicable	  	1.84%
	 TOTAL
	  		  	$52,949,000	  	5,294,900	  	100	  	100%

  

	*	Denotes the RAIT Limited Partners. 

  

	(1)	On April 29, 2011, the Partnership issued the Partnership Units to Belle Creek Apartments Colorado, LLC, which distributed the Partnership Units to Belle Creek
Member, LLC, its sole member. 

  

	(2)	On April 29, 2011, the Partnership issued the Partnership Units to Creeks at Copper Hills Apartments Texas, LLC, which distributed the Partnership Units to Copper
Hill Member, LLC, its sole member. 

  

	(3)	On April 29, 2011, the Partnership issued the Partnership Units to Crestmont Apartments Georgia, LLC, which distributed the Partnership Units to Crestmont Member,
LLC, its sole member. 

  

	(4)	On April 29, 2011, the Partnership issued the Partnership Units to Cumberland Glen Apartments Georgia, LLC, which distributed the Partnership Units to Cumberland
Member, LLC, its sole member. 

  

	(5)	On April 29, 2011, the Partnership issued the Partnership Units to Heritage Trace Apartments Virginia, LLC, which distributed the Partnership Units to Heritage
Trace Member, LLC, its sole member. 

  

	(6)	On April 29, 2011, the Partnership issued the Partnership Units to Tresa at Arrowhead Arizona, LLC, which distributed the Partnership Units to Tresa at Arrowhead
Member, LLC, its sole member. 

  

	(7)	On December 16, 2011, the Partnership issued the Partnership Units to Centrepoint Arizona, LLC, which distributed the Partnership Units to Centrepoint Member, LLC,
its sole member.