exv10w65






Exhibit 10.65




FOURTH AMENDMENT

TO THE

OPERATING AGREEMENT

OF

HSRE-CAMPUS CREST I, LLC




     This FOURTH AMENDMENT (this “Amendment”) to the Operating Agreement of HSRE-CAMPUS CREST I,
LLC, a Delaware limited liability company (the “Company”) is entered into as of October 6, 2010
(the “Effective Date”) by and between HSRE-CAMPUS CREST IA, LLC, a Delaware limited liability
company (“HSRE”), and CAMPUS CREST VENTURES III, LLC, a Delaware limited liability company (“Campus
Crest”).



R E C I T A L S:




     A. The internal affairs of the Company are governed by the Operating Agreement of the Company,
dated as of November 7, 2008, as amended by that certain First Amendment to the Operating Agreement
of the Company, dated as of November 12, 2009, that certain Second Amendment to the Operating
Agreement of the Company, dated as of March 26, 2010, and that certain Third Amendment to the
Operating Agreement of the Company, dated as of September 12, 2010 (as amended, the “Operating
Agreement”), by and between HSRE and Campus Crest; and



     B. The Members desire to amend the Operating Agreement in delete the option granted by HSRE to
Campus Crest with respect to Campus Crest at Conway, LLC, Campus Crest at Statesboro, LLC and
Campus Crest at Huntsville, LP.



     NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



     1. Terms. Except as otherwise specifically set forth in this Amendment, all
capitalized terms used herein shall have the meanings set forth in the Operating Agreement.



     2. Grant by HSRE of Option to Campus Crest. Section 13.20 is hereby deleted in its
entirety and replaced with the following:



          “Intentionally Deleted.”




     3. Confirmation of Operating Agreement. Except as set forth herein, the terms and
provisions of the Operating Agreement are hereby confirmed, ratified and approved in their
entirety, and shall continue in full force and effect.



     4. Further Acts. The parties hereto agree to do such further acts and execute,
deliver, file and record such further documents and instruments as any of them may deem to be
reasonably necessary or advisable to effect and evidence the transactions contemplated by this
Amendment.



 









 





     5. Effective Date. Each provision of this Amendment shall be effective as of the
Effective Date.



     6. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



[Signatures on following page]





 









 








FOURTH AMENDMENT

TO THE OPERATING AGREEMENT

OF HSRE-CAMPUS CREST I, LLC




COUNTERPART SIGNATURE PAGE




     IN WITNESS WHEREOF, each of the parties has executed this Amendment, as of the date first set
forth above, and agrees to be bound by this Amendment.



	 	 	 	 	 	 	 	 	 
	 	 	MEMBERS:
	 
	 	 	 	 	 	 	 	 
	 	 	CAMPUS CREST:
	 
	 	 	 	 	 	 	 	 
	 	 	CAMPUS CREST VENTURES III, LLC, a

Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Campus Crest Properties, LLC, a

North Carolina limited liability

company, its Manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael S. Hartnett

	 

	 	 	 	 	 	 

	 

	 	 	 	Name:
	 	Michael S. Hartnett

	 

	 	 	 	Its:
	 	Manager

	 
	 	 	 	 	 	 	 	 
	 	 	HSRE:
	 
	 	 	 	 	 	 	 	 
	 	 	HSRE-CAMPUS CREST IA, LLC, a

Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	HSREP II Holding, LLC, a Delaware

limited liability company, its sole

member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	HSRE REIT II, a Maryland real

estate investment trust, a member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen Gordon
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:

Its:
	 	Stephen Gordon

Trustee