exv10w62






Exhibit 10.62




AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT




     THIS AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October
____, 2010, by and among Campus Crest Communities, Inc., a Maryland corporation (the
“Company”), and Campus Crest Communities Operating Partnership, LP, a Delaware limited
partnership (the “Operating Partnership” and, together with the Company, the “Company
Entities”), and Carl H. Ricker, Jr., an individual resident in the State of North Carolina,
hereinafter referred to as “Ricker”.



W I T N E S S E T H:




     WHEREAS, the Company Entities and Ricker have entered into that certain Contribution
Agreement, dated as of May 13, 2010, and that certain Amendment No. 1 to Contribution Agreement,
dated as of September 13, 2010 (as amended, the “Contribution Agreement”); and



     WHEREAS, the Company Entities and Ricker desire to amend the Contribution Agreement,
including, without limitation, Sections 1.3, 2.1(c), 2.1(d), 2.2(d) and 3.2(m) thereof.



     NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties to the Contribution Agreement hereby agree that the Contribution Agreement shall be amended
as follows:



     1. Amendment to Section 1.3. Section 1.3 of the Contribution Agreement is hereby deleted in
its entirety and replaced with the following:



          “Consideration for the Formation Transaction. Upon the Closing, Ricker, in exchange for the
Ricker Interests, shall receive from the Operating Partnership (i) Seventeen Million Four Hundred
Eight Thousand Dollars ($17,408,000) and (ii) satisfaction of indebtedness with respect to the
Ground Leases (as defined herein) owned by the Ricker Entities and/or the Student Housing Entities
personally guaranteed by Ricker in no less than the amount of Twelve Million Five Hundred Nine
Thousand Five Hundred Dollars ($12,509,500) (collectively, the consideration in this Section
1.3(i)-(ii), inclusive shall herein be referred to as the “Ricker Consideration”).”




     2. Amendment to Section 2.1(c). Section 2.1(c) of the Contribution Agreement is hereby
deleted in its entirety and replaced with the following:



          “Intentionally Deleted.”




     3. Amendment to Section 2.1(d). Section 2.1(d) of the Contribution Agreement is hereby deleted
in its entirety and replaced with the following:



          “Intentionally Deleted.”




     4. Amendment to Section 2.2(d). Section 2.2(d) of the Contribution Agreement is hereby deleted
in its entirety and replaced with the following:



     “Intentionally Deleted.”



1









 





     5. Amendment to Section 3.2(m). Section 3.2(m) of the Contribution Agreement is hereby deleted
in its entirety and replaced with the following:



          “Intentionally Deleted.”




     6. Amendment to Remainder of Contribution Agreement. The Contribution Agreement is hereby
amended to delete any and all references to Ricker OP Units or any receipt of limited partnership
units in the Operating Agreement by Ricker in exchange for the Ricker Interests.



     7. Remainder of Contribution Agreement Unchanged. Except as amended by this Amendment, the
Contribution Agreement shall otherwise remain in full force and effect.



     8. Governing Law. This Amendment shall be governed by and construed under the laws of the
State of North Carolina, without giving effect to choice of law principles thereof.



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



[Signature page follows]





2









 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above
written.



	 	 	 	 	 
	 	COMPANY ENTITIES:



CAMPUS CREST COMMUNITIES, INC.

 	 
	 	By:  	/s/ Donald L. Bobbitt, Jr.
 	 
	 	 	Name:  	Donald L. Bobbitt, Jr. 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	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/ Donald L. Bobbitt, Jr.
 	 
	 	 	Name:  	Donald L. Bobbitt, Jr.	 
	 	 	Title:  	Chief Financial Officer
 	 
	 



	 	 	 	 	 
	 	RICKER:


 	 
	 	/s/  Carl H. Ricker, Jr.
 	 
	 	 	Carl H. Ricker, Jr. 	 
	 	 	 	 
	 




3