Exhibit 10.6


 


WAIVER EXTENSION

OF REQUIRED LENDERS AND ADMINISTRATIVE AGENT


 


THIS
WAIVER EXTENSION OF REQUIRED LENDERS AND ADMINISTRATIVE AGENT (this “Waiver”), dated as of August 28,
2015, is executed and delivered by the Administrative Agent, each of the Lender signatories hereto (collectively, the “Required
Lenders”), Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Borrower”),
Campus Crest Communities, Inc., a Maryland corporation (the “Parent Guarantor”) and the entities listed
on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as defined in the Credit Agreement
(as hereinafter defined)) acceding thereto pursuant to Section 5.01(j) or 7.05 of the Credit Agreement, as amended hereby,
the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”)
in connection with and pursuant to that certain Second Amended and Restated Credit Agreement dated as of January 8, 2013 (the “Original
Credit Agreement”), as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated
as of February 22, 2013 (the “First Amendment”) and by that Second Amendment to Second Amended and Restated
Credit Agreement dated as of February 25, 2015 (the “Second Amendment”; and the Original Credit Agreement,
as amended by the First Amendment and the Second Amendment and as further amended, amended and restated, supplemented and/or modified
and in effect from time to time, the “Credit Agreement”; capitalized terms used herein but undefined
shall have the respective meanings ascribed to them in the Credit Agreement or, if not therein defined, the respective meanings
ascribed to them in the May 2015 Waiver (as defined below)) among the Borrower; the Parent Guarantor; the Subsidiary Guarantors;
the banks, financial institutions and other institutional lenders listed on the signature pages thereof as the initial lenders
(the “Initial Lenders”); the Swing Line Bank; Citibank, N.A. (“Citibank”),
as the initial issuer of Letters of Credit (the “Initial Issuing Bank”); and Citibank, as administrative
agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative
Agent”) for the Lender Parties.


 


WITNESSETH:


 


WHEREAS, the Required
Lenders hold more than fifty and 00/100 percent (50.00%) of the sum of (a) the aggregate unpaid principal amount of the Advances
currently outstanding, (b) the aggregate Available Amount of all Letters of Credit currently outstanding, and (c) the aggregate
Unused Revolving Credit Commitments currently in effect;


 


WHEREAS, the Administrative
Agent, the Required Lenders, the Borrower and the Guarantors entered into that certain Waiver of Required Lenders and Administrative
Agent dated as of May 15, 2015 (the “May 2015 Waiver”) whereby certain reporting deadlines under the
Credit Agreement were extended as more particularly set forth therein and subject to the terms thereof (the “Extended
Reporting Dates”); and


 


WHEREAS, pursuant to
the request of the Parent Guarantor, the Required Lenders and the Administrative Agent hereby wish to grant to the Parent Guarantor
a further extension of certain of the Extended Reporting Dates, on the terms and subject to the conditions described herein.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.          Notwithstanding
anything to the contrary in the Credit Agreement or the May 2015 Waiver, the Required Lenders and the Administrative Agent hereby
agree that, for purposes of the calendar quarter ending in June 2015, (a) the Borrower shall deliver quarterly financials for such
quarter in accordance with Section 5.03(c) of the Credit Agreement not later than September 30, 2015, and (b) the Borrower shall
deliver the quarterly Borrowing Base Certificate for such quarter in accordance with clause (i) of Section 5.03(d) of the Credit
Agreement not later than September 30, 2015.


 




     


     


    

 


2.          In
consideration of the waiver extension granted in Section 1 above, and notwithstanding any provision in the Credit Agreement to
the contrary, the Borrower agrees as follows:


 


(a)         From
and after the date of the execution and delivery of this Waiver by the Borrower (the “Execution Date”),
until all Lenders otherwise agree, the Borrower will not request any Advance or any issuance of a Letter of Credit under Article
II of the Credit Agreement; provided, however, that Letter of Credit Advances with respect to any Letters of Credit
that have been issued and remain outstanding as of the Execution Date shall be permitted.


 


(b)        If
on or prior to September 30, 2015 the Parent Guarantor (or a Subsidiary thereof) has not entered into a purchase agreement or a
merger agreement setting forth the terms and conditions whereby all of the Equity Interests in the Parent Guarantor, or all or
substantially all of the assets of the Parent Guarantor, would be sold (a “Sale Agreement”) pursuant
to the proposed transaction disclosed by the Parent Guarantor during its earnings call held on July 16, 2015 (the “Proposed
Sale Transaction”) to the purchaser (or a subsidiary thereof) with whom the Parent Guarantor has been discussing
the Proposed Sale Transaction, or an alternative purchaser approved by the Board of Directors of the Parent Guarantor (in either
case, the “Proposed Purchaser”), then commencing on September 30, 2015 and on the thirtieth (30th)
day of each calendar month thereafter, the Borrower shall prepay an aggregate amount of the Term Loan, the Revolving Credit Advances
comprising part of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances in an aggregate amount equal
to all of the Unrestricted Cash (as defined below), if any, of the Parent Guarantor and its Subsidiaries on such date. To the extent
that the Unrestricted Cash of the Parent Guarantor and its Subsidiaries on such date exceeds the aggregate outstanding amount of
the Term Loan, the Revolving Credit Advances, the Swing Line Advances and the Letter of Credit Advances, then the Borrower shall
make a deposit into the L/C Cash Collateral Account in an amount equal to such excess. Amounts prepaid pursuant to this clause
(b) shall be applied in accordance with Section 2.06(b)(iii) of the Loan Agreement and shall not be refundable once paid. The Borrower’s
obligation to make such prepayments shall terminate on the date that a Sale Agreement is entered into by the Parent Guarantor (or
a Subsidiary of the Parent Guarantor) and the Proposed Purchaser in connection with the Proposed Sale Transaction. For purposes
hereof, “Unrestricted Cash” means, on any date of determination, the difference (if positive) of (i)
Cash and Cash Equivalents that are not on such date subject to any pledge, lien or control agreement, less the (ii) the sum of
(x) $15,000,000 and (y) amounts that as of such date have been placed with third parties as deposits or security for contractual
obligations.


 


(c)        If
on or prior to November 15, 2015 the Parent Guarantor (or a Subsidiary thereof) has not entered into a Sale Agreement, then the
Borrower and the Parent Guarantor will provide (or cause to be provided) on such date to the Administrative Agent, for the benefit
of the Lender Parties, first priority perfected security interests in the Equity Interests in each Subsidiary Guarantor to secure
the Obligations of the Loan Parties under the Loan Documents, pursuant to pledge and security agreements in form and substance
reasonably satisfactory to the Administrative Agent, together with opinions of counsel to the Loan Parties with respect to the
enforceability of such pledge agreements and the perfection of the security interests created thereby, in each case form and substance
reasonably satisfactory to the Administrative Agent.


 


3.          For
the avoidance of doubt, the parties hereto confirm that the Relief Period (as defined in the Second Amendment) includes the Test
Date occurring on September 30, 2015, notwithstanding that the financial reports with respect to such Test Date shall be delivered
after such date pursuant to Section 5.03(c) of the Credit Agreement.


 


4.          The
Borrower agrees that it shall pay to the Administrative Agent a waiver fee, due and payable on the earlier of (a) the date of closing
of the Proposed Sale Transaction and (b) December 31, 2015, equal to 0.10% of the sum of the outstanding principal amount of the
Advances, as of the date hereof, of those Lenders that have executed and delivered to the Administrative Agent a signature page
to this Waiver, which fee shall be for the ratable benefit of such Lenders.


 




     


     


    

 


5.          This
Waiver shall constitute one of the Loan Documents.


 


6.          Each
Loan Party hereby represents and warrants that as of the date hereof and after giving effect to this Waiver, (x) the representations
and warranties contained in each Loan Document are true and correct in all material respects (except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date) and (y)
to the best of its knowledge, no Event of Default has occurred and is continuing, and no Event of Default will occur as a result
of the execution, delivery and performance by the Loan Parties of this Waiver.


 


7.          Except
as expressly and specifically provided in Section 1 above of this Waiver, the execution, delivery and effectiveness of this Waiver
shall not operate as a waiver of any right, power or remedy of the Initial Lenders, the Administrative Agent, Citibank or the Initial
Issuing Bank under the Loan Documents, or any other documents, instruments or agreement executed and/or delivered in connection
therewith.


 


8.          Each
Loan Party acknowledges that, except as expressly and specifically provided in this Waiver, nothing herein shall be construed to
waive any covenant (including financial) or other provision of the Loan Documents, or obligation of such Loan Party under any Loan
Document.


 


9.          Each
Loan Party hereby ratifies and confirms as of the date hereof that all of the terms, covenants, indemnifications and provisions
of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect without change except as otherwise
expressly waived by this Waiver.


 


10.        This
Waiver shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


 


11.        This
Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart to this Waiver by facsimile, .pdf or other electronic means of communication shall be effective as delivery
of a manually executed counterpart of this Waiver.


 


[SIGNATURE PAGES FOLLOW]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Waiver to be duly executed by their duly authorized representatives, all as of the day and year first above written.


 


	 	ADMINISTRATIVE AGENT:
	 	 
	 	CITIBANK, N.A.
	 	 
	 	By:	/s/ Michael Chlopak
	 	 	Name:  Michael Chlopak
	 	 	Title:    Vice President
	 	 
	 	REQUIRED LENDERS:
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Michael Chlopak
	 	 	Name:  Michael Chlopak
	 	 	Title:    Vice President


 


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	 	BARCLAYS BANK PLC
	 	 	 
	 	By:	/s/ Luke Syme
	 	 	Name:  Luke Syme
	 	 	Title:    Assistant Vice President


 


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	 	RAYMOND JAMES BANK, N.A.
	 	 	 
	 	By:	/s/ H. Fred Coble, Jr.
	 	 	Name:  H. Fred Coble, Jr.
	 	 	Title:    Senior Vice President


 


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	 	ROYAL BANK OF CANADA
	 	 	 
	 	By:	/s/ Rina Kansagra
	 	 	Name:  Rina Kansagra
	 	 	Title:    Authorized Signatory


 


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	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Kurt Mathison
	 	 	Name:  Kurt Mathison
	 	 	Title:    SVP


 


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	 	BANK OF THE WEST,
	 	a California banking corporation
	 	 	 
	 	By:	/s/ Jeffrey C. Jones
	 	 	Name:  Jeffrey C. Jones
	 	 	Title:    Managing Director
	 	 	 
	 	By:	/s/ Chuck Weerasooriya
	 	 	Name:  Chuck Weerasooriya
	 	 	Title:    Managing Director
	 	 	 


 


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	 	COMPASS BANK
	 	 	 
	 	By:	/s/ Brian Tuerff
	 	 	Name:  Brian Tuerff
	 	 	Title:    Senior Vice-President


 


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	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Kevin S. Christman
	 	 	Name:  Kevin S. Christman
	 	 	Title:    Senior Vice-President


 


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	 	NATIONAL BANK OF ARIZONA,
	 	a national banking association
	 	 	 
	 	By:	/s/ Mark Stebbings
	 	 	Name:  Mark Stebbings
	 	 	Title:    Executive Vice-President


 


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	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Andrew T. White
	 	 	Name:  Andrew T. White
	 	 	Title:    Senior Vice-President


 


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	 	CITIZENS BANK OF PENNSYLVANIA
	 	 	 
	 	By:	/s/ Diane Mullan-Cromwell
	 	 	Name:  Diane Mullan-Cromwell
	 	 	Title:    Senior Vice-President


 


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	 	BORROWER:
	 	 
	 	CAMPUS CREST COMMUNITIES OPERATING
	 	PARTNERSHIP, LP
	 	 
	 	By:	Campus Crest Communities GP, LLC,
	 	 	Its General Partner
	 	 	 
	 	 	By:	Campus Crest Communities, Inc.
	 	 	 	Its Sole Member


 


	 	 	 	By:	/s/ John Makuch
	 	 	 	 	Name:  John Makuch
	 	 	 	 	Title:  Chief Financial Officer





 


	 	PARENT GUARANTOR:
	 	 
	 	CAMPUS CREST COMMUNITIES, INC.
	 	 	 
	 	By:	/s/ John Makuch
	 	 	Name:  John Makuch
	 	 	Title:    Chief Financial Officer


 


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	 	SUBSIDIARY GUARANTORS:  
	 	 
	 	CAMPUS CREST AT STEPHENVILLE, LP
	 	CAMPUS CREST AT LUBBOCK, LP
	 	CAMPUS CREST AT WACO, LP
	 	CAMPUS CREST AT SAN MARCOS, LP
	 	CAMPUS CREST AT ABILENE, LP
	 	CAMPUS CREST AT NACOGDOCHES II, LP


 


	 	By:	Campus Crest GP II, LLC
	 	 	General Partner of each of the above limited partnerships
	 	 	 
	 	By: 	Campus Crest Properties, LLC
	 	 	Its Manager


 


	 	By:	/s/ Aaron S. Halfacre
	 	 	Name:  Aaron S. Halfacre
	 	 	Title:    Manager


 


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	 	CAMPUS CREST AT CHENEY, LLC
	 	CAMPUS CREST AT TROY, LLC
	 	CAMPUS CREST AT MURFREESBORO, LLC
	 	CAMPUS CREST STEPHENVILLE LESSOR, LLC
	 	CAMPUS CREST WACO LESSOR, LLC
	 	CAMPUS CREST CHENEY LESSOR, LLC
	 	CAMPUS CREST TROY LESSOR, LLC
	 	CAMPUS CREST MURFREESBORO LESSOR, LLC
	 	CAMPUS CREST AT MOBILE PHASE II, LLC
	 	CAMPUS CREST AT MOBILE, LLC
	 	CAMPUS CREST AT AMES, LLC
	 	CAMPUS CREST AT FORT WAYNE, LLC
	 	CAMPUS CREST AT MOSCOW, LLC
	 	CAMPUS CREST AT VALDOSTA, LLC
	 	CAMPUS CREST AT TOLEDO I, LLC
	 	CAMPUS CREST AT FLAGSTAFF II, LLC
	 	CAMPUS CREST AT AUBURN, LLC
	 	CAMPUS CREST AT FLAGSTAFF, LLC
	 	CAMPUS CREST AT MT. PLEASANT, LLC
	 	CAMPUS CREST AT ORONO, LLC


 


	 	By:	Campus Crest Properties, LLC
	 	 	Manager of each of the above limited liability companies


 


	 	By:	/s/ Aaron S. Halfacre
	 	 	Name:  Aaron S. Halfacre
	 	 	Title:    Manager


 


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	 	CAMPUS CREST AT HUNTSVILLE I, LP
	 	 	 
	 	By:	Campus Crest at Huntsville I GP, LLC
	 	 	Its General Partner
	 	 	 
	 	By: 	Campus Crest Properties, LLC
	 	 	Its Manager


 


	 	By:	/s/ Aaron S. Halfacre
	 	 	Name:  Aaron S. Halfacre
	 	 	Title:    Manager


 


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	 	COPPER BEECH TOWNHOME COMMUNITIES SEVENTEEN, LLC
	 	COPPER BEECH TOWNHOME COMMUNITIES THIRTY FIVE, LLC 
	 	MCWHIRTER LIBERTY SQUARE, L.L.C.


 


	 	By:	Copper Beech Townhome Communities, LLC
	 	 	Manager of each of the above limited liability companies
	 	 	 
	 	By:	CB-Campus Crest, LLC
	 	 	Its Manager
	 	 	 
	 	By: 	Campus Crest Properties, LLC, 
	 	 	Its Manager


 





	 	By:	/s/ Aaron S. Halfacre
	 	 	Name:  Aaron S. Halfacre
	 	 	Title:   Manager







  


	 	COPPER BEECH TOWNHOME COMMUNITIES SIX, LLC
	 	 	 
	 	By:	Copper Beech Townhome Communities, LLC
	 	 	Its Manager 
	 	 	 
	 	By:	CB-Campus Crest PA, LLC
	 	 	Its Manager
	 	 	 
	 	By: 	Campus Crest Properties, LLC 
	 	 	Its Manager


 


	 	By:	/s/ Aaron S. Halfacre
	 	 	Name:  Aaron S. Halfacre
	 	 	Title:   Manager