Exhibit 4.1


 





CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP,
LP, as Issuer


 


HSRE QUAD MERGER SUB, LLC, as New Guarantor


 


4.75% Exchangeable Senior Notes Due 2018


 





 



 


FIRST
SUPPLEMENTAL INDENTURE


 


 Dated
as of March 2, 2016


 


to INDENTURE


 


Dated as of October 9, 2013


 





 









 


U.S. BANK
NATIONAL ASSOCIATION, as TRUSTEE


 





 






 


 






    	 



     


    

 


 


This FIRST SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of March 2, 2016, between Campus Crest Communities Operating Partnership,
LP, a Delaware limited partnership (“Issuer”), HSRE Merger Sub, LLC, a Delaware limited liability company (the
“New Guarantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture
referred to below (“Trustee”). Capitalized terms used but not defined herein have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.


 


RECITALS


 


WHEREAS, the Issuer, Campus Crest Communities,
Inc., a Maryland corporation ( the “Old Guarantor”), and the Trustee are parties to the Indenture dated as of
October 9, 2013 (the “Indenture”), under which the Issuer issued the Notes.


 


WHEREAS, the Old Guarantor entered into
an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 16, 2015, by and among by and
among HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), the New Guarantor, CCGSR,
Inc., a Delaware corporation, and the Old Guarantor, pursuant to which the Old Guarantor merged with and into the New Guarantor
, with the New Guarantor being the surviving entity ( the “Merger”). Upon the consummation of the Merger, the
New Guarantor distributed approximately 72% assets by value of the Old Guarantor to HSRE Quad Core Holding 2, LLC, an indirect
parent of the New Guarantor, and distributed the remaining assets to two separate entities (the “Asset Allocation”
together with the Merger, the “Transactions”).


 


WHEREAS, pursuant to this Supplemental Indenture,
the New Guarantor will succeed to all of the rights and obligations of the Old Guarantor under the Indenture and will assume the
Guarantee Obligations under the Notes on the terms and conditions set forth herein and under the Indenture;


 


WHEREAS, as a result of the Transactions,
the consideration payable for each outstanding share of Common Stock is $7.018 per share of Common Stock in cash without interest,
subject to any applicable withholding tax (the “Merger Consideration”);


 


WHEREAS, as a result of the Transactions,
the holders of outstanding shares of Common Stock received Reference Property solely consisting of the Merger Consideration;


 


WHEREAS, pursuant to Section 13.05(a) of
the Indenture, and as a result of the Transactions and the receipt of Reference Property by the holders of outstanding shares of
Common Stock, the Issuer, the New Guarantor and the Trustee shall enter into this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the
foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and not withstanding
any provision of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto,
intending to be legally bound hereby, agree as follows:


 


Section 1.1 Guarantee. The New Guarantor
acknowledges that is has received and reviewed a copy of the Indenture, including the obligations of the Guarantee pursuant to
Article XV thereof, and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and
acknowledges and agrees to (i) join an become party to the Indenture as indicated by its signature below; (ii) to be bound by the
Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations
and duties required of a Guarantor pursuant to the Indenture, including, but not limited to, those obligations pursuant to Article
XV of the Indenture.


 





Section 1.2 Amendment. For the avoidance
of doubt, the definition of “General Partner” under the Indenture shall mean “Campus Crest Communities GP, LLC”.


 


Section 1.3 Effect of Reclassification,
Consolidation, Merger or Sale. As a result of the Transactions and pursuant to Article 13 of the Indenture, the Exchange Obligation
in respect of the Notes converted following the date of this Supplemental Indenture shall be computed in the same manner as set
forth in Section 13.03(a) of the Indenture, except that the Daily Exchange Value of the Common Stock shall be deemed to equal 100%
of the value of any Exchange Property consisting of cash received per share of Common Stock. As a result of the foregoing, upon
compliance with all the applicable provisions of the Indenture and upon conversion of Notes by any Holder, such Holder shall be
entitled to receive Reference Property equal to $558.65 in Merger Consideration for each $1,000 of principal amount of Notes, which
is an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Notes at
the Exchange Rate in effect immediately prior to the Transactions. The Exchange Rate calculated in accordance with Article 13 of
the Indenture is 79.6020. The Exchange Rate does not include any Additional Shares.


 






    	 



     


    

 


 


Section 1.4 Effectiveness of Supplemental
Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company, the New Guarantor and the Trustee,
the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound
hereby.


 


Section 1.5 Indenture Remains in Full
Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.


 


Section 1.6 Confirmation and Preservation
of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved, and
the Indenture shall henceforth be read and construed together with this Supplemental Indenture. In the event of a conflict between
the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, the terms and conditions
of this Supplemental Indenture shall prevail.


 


Section 1.7 Conflict with Trust Indenture
Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture
Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Supplemental Indenture,
the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to
be excluded by this Supplemental Indenture, as the case maybe.


 


Section 1.8 Severability. In case
any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 1.9 Trustee Makes No Representation.
The Trustee shall not be responsible in any manner whatsoever for or in respect of, and makes no representation as to (i) accuracy
of the calculation of the Merger Consideration, (ii) the validity or sufficiency of this First Supplemental Indenture or (iii)
for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Guarantor.


 


Section 1.10 Headings. The Article
and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered
part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section 1.11 Benefits of Supplemental
Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or
claim under the Indenture, this Supplemental Indenture or the Securities.


 


Section 1.12 Governing Law. THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.


 


Section 1.13 Counterparts. The parties
may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.


 


[Signature Page Follows]


 






    	 



     


    

 


 


IN WITNESS WHEREOF, the undersigned, being
duly authorized, have executed this Supplemental Indenture on behalf of the respective parties hereto as of the date first above
written.


 


ISSUER:


 


CAMPUS
CREST OPERATING PARTNERSHIP, LP, a Delaware limited partnership


 


By:
Campus Crest Communities GP, LLC, a Delaware limited liability company, its general partner


 


By:
HSRE Quad Merger Sub, LLC, a Maryland limited liability company


 


By:
HSRE Quad Merger Parent, LLC, a Delaware limited liability company, its sole member


 


 





By:  /s/
Stephen M. Gordon


Name:
Stephen M. Gordon


Title:
Manager


 


 


 


NEW
GUARANTOR:


 


HSRE
Quad Merger Sub, LLC, a Maryland limited liability company


 


By:
HSRE Quad Merger Parent, LLC, a Delaware limited liability company, its sole member


 





 


By:  /s/
Stephen M. Gordon


Name:
Stephen M. Gordon


Title:
Manager


 


 


 


TRUSTEE:


 


U.S.
BANK, NATIONAL ASSOCIATION


 


 





By:  /s/
Raymond S. Haverstock


Name:
Raymond S. Haverstock


Title:
Vice President


 


 


 




[Signature Page to the
First Supplemental Indenture]