Independence Realty Trust, Inc. (NYSEMKT:IRT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2017, Independence Realty Operating Partnership, LP
(IROP), the operating partnership of Independence Realty Trust,
Inc. (IRT) entered into a Credit Agreement (the Credit Agreement)
dated as of May 1, 2017 by and among IROP and the subsidiary
borrowers named therein, collectively, as borrower, Citibank,
N.A. (Citibank) and KeyBank National Association (KeyBank), as
the initial lenders, issuing lenders and swing loan lenders, the
other lending institutions party thereto, KeyBank, as
administrative agent, Citigroup Global Markets Inc. (Citibank
Global) and The Huntington National Bank (HNB), as co-syndication
agents, and Bank of America, N.A., Capital One, National
Association (C1), Citizens Bank, N.A., Comerica Bank and Regions
Bank,as co-documentation agents, Citibank Global and KeyBank
Capital Markets (KeyBank Markets), as joint bookrunners and
Citibank Global, KeyBank Markets and HNB, as joint lead
arrangers.

The Credit Agreement replaced the previously disclosed Credit
Agreement (the Existing Credit Agreement) dated as of September
17, 2015 entered into by and among IROP, as borrower, the
subsidiary borrowers named therein, KeyBank, the other lenders
named therein, KeyBank, as agent and issuing lender and as swing
loan lender, HNB, as syndication agent, KeyBanc Capital Markets
and HNB, as joint lead arrangers and book managers, and C1, as
documentation agent, which provided a $325 million secured senior
credit facility that was scheduled to expire on September 17,
2018.

The Credit Agreement relates to a $300 million unsecured senior
facility (the Facility), consisting of a $50 million senior
unsecured term loan (the Term Loan) and a $250 million senior
unsecured revolving line of credit (the Revolving Credit Loan).Up
to 10% of the Revolving Credit Loan is available for swingline
loans, and up to 10% of Revolving Credit Loan is available for
the issuance of letters of credit. Additionally, IROP has the
right to request an increase, subject to customary terms and
conditions, of the aggregate amount of the Facility to up to $500
million, a portion of which may be drawn as an incremental term
loan with a maturity date of five years from the date of such
draw. The maturity date of the Term Loan is May 1, 2022 and the
maturity date on borrowings outstanding under the Revolving
Credit Loan is May 1, 2021; provided, that IROP has the option to
extend borrowings under the Revolving Credit Loan for two
additional six-month periods under certain circumstances. IROP
may prepay the Facility, in whole or in part, at any time without
fee or penalty, except for breakage costs associated with LIBOR
borrowings. The Credit Agreement contains customary
representations and warranties, financial covenants, negative
covenants, affirmative covenants and events of default.

Borrowings under the Facility will bear an interest at a rate
equal to either (i) the LIBOR rate plus a margin of 130 to 220
basis points, or (ii) a base rate plus a margin of 30 to 120
basis points. The applicable margin will be different for the
Term Loan and the Revolving Credit Loan and will be determined
based upon IROPs total leverage ratio, as defined in the Credit
Agreement. The Facility requires monthly payments of interest
only, but requires mandatory prepayments under certain
circumstances as set forth in the Credit Agreement.

All obligations under the Credit Agreement are unconditionally
guaranteed by IRT. Upon entering into the Credit Agreement, IROP
borrowed $50 million under the Term Loan and approximately $123
million under the Revolving Credit Loan, all of which was used to
pay closing costs and arrangement and other fees associated with
the Facility and to repay the remaining balance under the
Existing Credit Agreement. As a result, the Existing Credit
Agreement was terminated.

The foregoing description of the Credit Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the full text of
the Credit Agreement, a copy of which is attached as Exhibit
10.22.1 hereto and incorporated herein by reference.

The Credit Agreement is not intended to provide any other factual
or financial information about IRT or its subsidiaries and
affiliates. The representations, warranties and covenants
contained in the Credit Agreement were made only for purposes of
that agreement and as of the date of the Credit Agreement or such
other dates as are specified in the Credit Agreement; were solely
for the benefit of the parties to the Credit Agreement; have been
qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Credit
Agreement instead of establishing these matters as facts; and are
subject to materiality qualifications contained in the Credit
Agreement that may differ from what may be viewed as material by
investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of
IRT or any of its subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,

warranties and covenants may change after the respective dates of
the Credit Agreement, which subsequent information may or may not
be fully reflected in public disclosures by IRT. The Credit
Agreement should not be read alone but should instead be read in
conjunction with the other information regarding IRT and its
subsidiaries and affiliates that is contained in the filings that
IRT makes with the SEC.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure set forth under Item 1.01 (Entry into a Material
Definitive Agreement) above is incorporated by reference into
this Item 1.02. On May 1, 2017, in connection with the entry into
the Credit Agreement, the Existing Credit Agreement were
terminated. No prepayment fees or termination penalties were
incurred in connection with the termination of the Existing
Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Item 1.01(Entry into a Material
Definitive Agreement) above is incorporated by reference into
this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

About Independence Realty Trust, Inc. (NYSEMKT:IRT)

Independence Realty Trust, Inc. is an internally-managed real estate investment trust (REIT). The Company is engaged in the business of owning, managing, operating, leasing, acquiring, developing, investing in, and disposing of real estate assets. The Company owns apartment properties in geographic non-gateway markets. As of December 31, 2016, the Company managed approximately 15,000 apartment units, including 12,982 units owned by it. Its properties include Copper Mill, Crestmont, Heritage Trace, Runaway Bay, Berkshire Square, The Crossings, Reserve at Eagle Ridge, Windrush, Heritage Park, Raindance, Augusta, Invitational, Carrington Park, Walnut Hill, Lenoxplace, Bennington Pond, Jamestown, Meadows, Oxmoor, Bayview Club, Arbors River Oaks, Fox Trails, Bridge Pointe, The Aventine Greenville and Westmont Commons.

Independence Realty Trust, Inc. (NYSEMKT:IRT) Recent Trading Information

Independence Realty Trust, Inc. (NYSEMKT:IRT) closed its last trading session down -0.30 at 9.12 with 550,367 shares trading hands.