exv10w2





Exhibit 10.2


***


SECOND AMENDMENT

TO

CONSTRUCTION LOAN AGREEMENT


WELLS FARGO BANK, NATIONAL ASSOCIATION

Mail Code MAC D1053 — 040

301 South College Street, 4th Floor

Charlotte, North Carolina 28202

Attn: Real Estate Group

(Hereinafter referred to as “Lender”)


CAMPUS CREST GROUP, LLC and EACH SPE BORROWER

SET FORTH UNDER SCHEDULE I ATTACHED HERETO

2100 Rexford Road

Suite 414

Charlotte, NC 28211

(Hereinafter referred to individually and collectively as “Borrower”)


TXG, LLC

MXT CAPITAL, LLC

MADEIRA GROUP, LLC

MICHAEL S. HARTNETT

TED W. ROLLINS

CARL H. RICKER, JR.

(Hereinafter and collectively as “Guarantor”)


CAMPUS CREST COMMUNITIES, INC.

2100 Rexford Road

Suite 414

Charlotte, NC 28211 

(Hereinafter referred to as “REIT”)


     THIS SECOND AMENDMENT TO CONSTRUCTION LOAN
AGREEMENT made this 14th day of September, 2010
{together with any amendments or modifications hereto in effect from time to time, the “Second
Amendment”) by, between and among Lender, Borrower and Guarantor and REIT.



RECITALS



A. Lender extended a $47,068,000.00 senior secured non-revolving construction line of credit (the
“Construction Loan”) to Borrower under a Construction Loan Agreement dated November 18, 2008 (the
“Original Loan Agreement”). The Borrower accepted the Construction Loan in accordance with the
terms of the Original Loan Agreement.


B. Schedule II to the Original Loan Agreement set forth the names of each of
the three (3) Projects covered by the Original Loan Agreement and the Project Tranche for each of
the three (3) Projects.



C. Lender, Borrower and Guarantor modified and amended the Original Loan Agreement by a First
Amendment to Construction Loan Agreement (the “First Amendment”) by substituting the Schedule
II (Amended) Budgets and Project Tranches attached thereto in lieu of the original
Schedule II attached to the Original Loan Agreement so that the Project Tranche for each
of the three (3) Projects were modified and amended to be as follows:




 









 








	 	 	 	 	 
	Project	 	Project Tranche	 
	(1) Moscow, ID
	 	$	17,268,300.00	 
	(2) San Marcos, TX
	 	$	15,131,700.00	 
	(3) San Angelo, TX
	 	$	14,668,000.00	 
	 
	 	 	 
	 
	 	$	47,068,000.00	 
	 
	 	 	 





D. In the First Amendment, Lender, Borrower and Guarantor also modified and amended the
Section of the Original Loan Agreement entitled “Partial Releases of Collateral” to provide that
upon
payment of a Project Tranche (and termination of any Commitment to make Construction Loan Advances
under such Project Tranche and repayment of all Obligations under the L/C Facility related to such
Project), upon request of Borrower, Lender will release its liens and security interest in the
Property that is the subject of such Project Tranche at Borrower’s expense; provided, however, the unpaid
balance of the
applicable Project Tranche, if any, plus the amounts advanced under the Construction Loan
for the
remaining Projects, plus any unfunded commitments under the Construction Loan, must not exceed, in
the aggregate, the lesser of (A) seventy percent (70%) of the as-stabilized appraised
value of the
remaining Projects, including the value of the underlying real estate based upon a then current
appraisal
of the remaining Projects ordered and approved by Lender, or (B) eighty percent (80%) of the
total
development costs as shown on the then current or final Construction Budgets of the remaining
Projects.



E. Borrower has requested that Lender agree to release the San Marcos, Texas Project (the “San
Marcos Project”) from the Construction Loan Agreement and from the lien and operation of the Deed
of
Trust and Security Agreement dated November 18, 2008, from Campus Crest at San Marcos, LP to
TRSTE, Inc., Trustee for Wells Fargo Bank, National Association, successor by merger to Wachovia
Bank, National Association and other related security instruments upon (i) payment by Borrower to
Lender of the sum of Nineteen Million Seven Hundred Sixteen Thousand Nine Hundred Fifty One and
12/100 Dollars ($19,716,951.12) or such other amount as shall be necessary to reduce the
outstanding
principal balance of the Construction Loan to Twenty Five Million Seven Hundred Sixty Thousand and
00/100 Dollars ($25,760,000.00), and (ii) Borrower’s agreement to modify and amend the provisions
of
the Construction Loan Agreement to delete the provision on page 1 under “TERMS OF CONSTRUCTION
LOAN; OPTION TO EXTEND” which gives Borrower the option to extend the Maturity Date (as defined
therein) for a period of twelve (12) months from May 15,
2011 until May 15, 2012 on certain conditions.


F. Borrower has also requested that Lender (i) consent to the pending initial public offering (the
“IPO”) of Campus Crest Communities, Inc., an affiliate of the Borrower (the “REIT”), (ii)
acknowledge
that the joint venture structure of Campus Crest at Moscow, LLC (the “Moscow Project”) and Campus
Crest at San Angelo, LP (the “San Angelo Project”), between Campus Crest Group, LLC and its
affiliates
and Harrison Street Real Estate Capital and its affiliates can be modified immediately after the
IPO so
that the Campus Crest Group, LLC affiliate will own and control 49.9% of the Moscow Project and
the
San Angelo Project and the Harrison Street Real Estate Capital affiliate will own and control
50.1% of the
Moscow Project and the San Angelo Project, both on the conditions that (a) the existing Guarantor,
and
each of them, continue as a Guarantor under the Construction Loan Agreement, as amended, and all
related Loan Documents as defined in the Promissory Note, (b) the REIT becomes a Guarantor of the
Construction Loan Agreement, as amended, and all related Loan Documents as defined in the
Promissory Note dated November 18, 2008, by executing and delivering to Lender an Unconditional
Guaranty in form and content acceptable to Lender in Lender’s reasonable discretion, and (c)
certain
transfer language relating to the REIT be added to the Construction Loan Agreement, as amended, as
hereinafter provided.




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G. Lender has agreed to modify and
amend the Construction Loan Agreement, as amended, to grant the requests of Borrower as set forth in Paragraph E. and F. hereinabove subject to the terms and
conditions as hereinafter set forth.


     NOW, THEREFORE, Lender, Borrower, Guarantor and REIT do hereby modify and amend the
Construction Loan Agreement, as amended, and covenant and agree as
follows:


1. RELEASE OF SAN MARCOS PROJECT. Lender hereby covenants and agrees with Borrower
that upon payment to Lender in an amount which reduces the outstanding principal balance under the
Construction Loan Agreement to Twenty Five Million Seven Hundred Sixty Thousand and 00/100 Dollars
($25,760,000.00) or less, as well as satisfaction of the other conditions precedent identified in
this Second Amendment, Lender shall execute and deliver to Borrower or Borrower’s nominee a
release of Lender’s Deed of Trust and Security Agreement and a release of Lender’s Absolute
Assignment of Lessor’s Interest in Leases and Rents, each covering the San Marcos Project, in
recordable form under the provisions of Texas law for the release of property covered by a
security instrument, and terminate any related UCC Financing Statements.



2.
DELETION OF OPTION TO EXTEND PROVISION OF CONSTRUCTION LOAN AGREEMENT.
Lender, Borrower and Guarantor hereby agree that, upon the completion of the pending IPO by the
REIT, the option to extend provision found in the Construction Loan Agreement, as amended, in the
section titled “TERM OF CONSTRUCTION LOAN; OPTION TO EXTEND” beginning with the phrase “Provided,
however, Borrower shall have the option to extend the Maturity
Date....” on page 1 of the Construction Loan Agreement and continuing to the top of page 2 shall be deleted in its entirety without the
requirement of any further documentation.



3.
THE IPO BY THE REIT. Lender hereby consents to the IPO by the REIT on the terms and
conditions which Borrower has disclosed and represented to Lender. By consenting to the IPO by the
REIT, Lender is not making any representation or warranty to any party with respect to the IPO by
the REIT and is not endorsing or recommending the IPO by the REIT to
any person or entity. The
Borrower and REIT shall indemnify the Lender and its directors, officers, employees, agents or
advisors (each, an “Indemnitee”) against, and hold the Indemnitees harmless from, any and all
costs, losses, liabilities, claims, damages and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee (“Claims and Expenses”), which may be incurred by
or asserted against any Indemnitee arising out of, in connection with or as a result of the IPO or
other agreement or instrument contemplated in connection with the IPO or any actual or threatened
claim, litigation, investigation or proceeding relating to the IPO, whether based on contract,
tort or any other theory, whether brought by a third party or by the Borrower or REIT and
regardless of whether any Indemnitee is a party thereto; provided, such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.


4. THE RESTRUCTURING WITH HARRISON STREET. Lender hereby acknowledges the restructuring of
the equity ownership Interests in Campus Crest at Moscow, LLC and Campus Crest at San Angelo, LP
upon the completion of the pending IPO by the REIT to permit the Harrison Street Real Estate
Capital affiliate to own and control 50.1% of the Moscow Project and the San Angelo Project and to
permit the Campus Crest Group, LLC affiliate to own and control 49.9% of the Moscow Project and
the San Angelo Project.


5. CONTINUING OBLIGATION OF GUARANTOR AND ADDITION OF REIT AS GUARANTOR.
By executing and delivering this Second Amendment, each Guarantor hereby reaffirms his or its
obligations and liabilities to Lender under his or its respective Unconditional Guaranty dated
November 18, 2008, executed in favor of Lender. In consideration of the agreements of Lender as
set forth in this Second Amendment, REIT hereby agrees to execute and deliver its Unconditional
Guaranty of all obligations and liabilities under the Construction Loan Agreement and all related
Loan Documents to Lender, in form and content acceptable to Lender in Lender’s reasonable
discretion, contemporaneously with the release of the San Marcos
Project. Borrower and REIT acknowledge and agree that but for the



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agreement of REIT to execute and deliver its Unconditional Guaranty to Lender, Lender would not
have entered into and executed this Second Amendment.


6. REIT TRANSFER PROVISIONS. Notwithstanding any provision in any Loan Document to the
contrary, the following transfers shall constitute permitted transfers (subject only to any
conditions set
forth below), shall not require Lender’s consent and shall not be subject to any conditions on
transfers
elsewhere in the Loan Documents:


          i.
a sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or
encumbrance, whether voluntary or involuntary (each, a “REIT Share Transfer”), of any shares (the
“REIT Shares”) of stock in REIT, so long as (A) at the time of the REIT Share Transfer, the REIT
Shares are listed on the New York Stock Exchange or any other nationally recognized stock exchange
(any such stock exchange, a “Recognized Stock Exchange”), and (B) the REIT Share Transfer does not
result in or cause a REIT Change of Control (as hereinafter defined); and



          ii. a sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or
encumbrance, whether voluntary or involuntary (each an “OP Transfer”), of any limited partnership
interests (the “OP Interests”) in Campus Crest Communities Operating Partnership, LP, a Delaware
limited partnership (the “OP”), so long as (A) at the time of the OP Transfer, the REIT Shares are
listed on a Recognized Stock Exchange, and (B) the OP Transfer does not result in or cause a REIT
Change of Control.



          For purposes of this Section, a “REIT Change of Control” shall occur when: (i) the REIT
reduces its ownership interest in the OP below 51% or no longer has voting control of the OP, (ii)
the REIT is no longer the sole owner of the general partner of the OP or (iii) the OP is no longer
the owner (either directly or indirectly) of at least 51% of the  membership interests in Borrower.


7. RELEASE OF LENDER. Borrower, Guarantor, REIT and each of its successors-in-title, legal
representatives and assignees and, to the extent the same is claimed by right of, through or under
Borrower, Guarantor or REIT, for its past, present and future employees, agents, representatives,
officers, directors, shareholders, members and trustees, does hereby forever remise, release and
discharge Lender and its successors-in-title, legal representatives and assignees, past, present
and future officers, directors, shareholders, trustees, agents, employees, consultants, experts,
advisors, attorneys and other professionals and all other persons and entities to whom Lender
would be liable if such persons or entities were found to be liable
to Borrower, from any and all
manner of action and actions, cause and causes of action, claims, charges, demands, counterclaims,
suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, damages, judgments, expenses, executions, liens, claims of liens, claims
of costs, penalties, attorneys’ fees, or any other compensation, recovery or relief on account of
any liability, obligation, demand or cause of action of whatever nature relating to, arising out
of or in connection with the Original Loan Agreement, as amended by this Second Amendment, or any
other Loan Document, including, but not limited to, acts, omissions to act, actions, negotiations,
discussions and events resulting in the finalization and execution of this Second Amendment, such
claims whether now accrued and whether now known or hereafter discovered from the beginning of
time through the date hereof.



8. TERMINATION OF L/C FACILITY AND FUTURE ADVANCES. The L/C Facility under the Original
Loan Agreement is hereby terminated and no further letters of credit will be issued for the
account of the Borrower. Additionally, the Borrower affirms that there is currently $770,334
outstanding under the L/C Facility. Upon any draw by the beneficiary of such letter(s) of credit,
the Borrower shall reimburse the Lender by 3 P.M. on the date of such draw in the amount of such
draw. Any amount so drawn on the letters of credit under the remaining L/C Facility shall not be
reinstated. Borrower and Lender hereby agree that any unfunded commitments for future advances
under the Construction Loan are hereby terminated and that upon payment of the principal amount
provided for in Paragraph 1 hereinabove, the maximum principal amount outstanding under the
Construction Loan shall never exceed $25,760,000.





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9. SWAP AGREEMENT. The Borrower hereby acknowledges and agrees that it will be
responsible
for any termination payment in conjunction with any early termination or partial termination of
the swap
agreement in conjunction with the payment under Paragraph 1 herein. Additionally, the Borrower
shall be responsible for the fees and expenses of the Lender in conjunction with such termination or
partial termination.


10. FEES AND EXPENSES. The Borrower shall pay all costs, fees and expenses (including
reasonable attorneys’ fees) incurred by the Lender in
conjunction with this Second Amendment.


11. MISCELLANEOUS. Except as expressly modified and amended by the First Amendment and
this Second Amendment, the Original Loan Agreement shall remain in full force and effect in
accordance with its original terms.


     IN WITNESS WHEREOF, Lender, Borrower, Guarantor and REIT have entered into,
executed and delivered this Second Amendment to Construction Loan Agreement the day and year first above written.



	 	 	 	 	 	 	 

	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,	 	 
	 	 	successor by merger to Wachovia Bank, National
Association (SEAL)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Angela E. Dugick
 

	 	 
	 

	 	Name:	 	Angela E. Dugick	 	 
	 

	 	Title:
	 	Director	 	 






	 	 	 	 	 	 	 	 	 

	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CAMPUS CREST GROUP, LLC, a North Carolina limited liability

company (SEAL)	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Madeira Group, LLC, a North Carolina limited liability company	 	 
	 	 	Its:	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael S. Hartnett
 

	 	 
	 

	 	 	 	 	 	Name: Michael S. Hartnett	 	 
	 

	 	 	 	 	 	Title: Manager	 	 





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	 	CAMPUS CREST AT MOSCOW, LLC, a Delaware

limited liability company (SEAL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	HSRE-Campus Crest I, LLC, a Delaware

limited liability company
	 

	 	Its:
	 	Sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Campus Crest Ventures III, LLC, a Delaware

limited liability company, a member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Campus Crest Properties, LLC, a North Carolina

limited liability company
	 

	 	 	 	 	 	Its:
	 	Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Michael S. Hartnett
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name: Michael S. Hartnett

Title: Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	CAMPUS CREST AT SAN ANGELO, LP, a Delaware

limited partnership (SEAL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	HSRE-Campus Crest GP I, LLC, a Delaware

limited liability company
	 

	 	Its:
	 	Sole general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	HSRE-Campus Crest I, LLC, a Delaware

limited liability company
	 

	 	 	 	Its:
	 	Sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	Campus Crest Ventures III, LLC, a Delaware

limited liability company, a member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	Campus Crest Properties, LLC, a North Carolina

limited liability company
	 

	 	 	 	 	 	 	 	Its:
	 	Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Michael S. Hartnett
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	Name: Michael S. Hartnett

Title: Manager







6












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	CAMPUS CREST AT SAN MARCOS, LP, a Delaware limited
	 	 	partnership (SEAL)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HSRE-Campus Crest GP I, LLC, a Delaware limited
	 	 	 	 	liability company
	 	 	Its:	 	Sole general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	HSRE-Campus Crest I, LLC, a Delaware limited
	 	 	 	 	 	 	liability company
	 	 	 	 	 	 	Its: Sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Campus Crest Ventures III, LLC, a Delaware
	 	 	 	 	 	 	 	 	limited liability company, a member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Campus Crest Properties, LLC, a North
	 	 	 	 	 	 	 	 	 	 	Carolina limited liability company
	 	 	 	 	 	 	 	 	Its:	 	Manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	/s/ Michael S. Hartnett
 

	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	Michael S. Hartnett	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	Manager	 	 	 	 






[Execution Signatures Continued On Next Page]





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	 	 	GUARANTORS:
	 
	 	 	 	 	 	 	 	 
	 	 	TXG, LLC, a South Carolina limited liability company (SEAL)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Ted W. Rollins	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Ted W. Rollins	 	 
	 

	 	 	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MXT CAPITAL, LLC, a Delaware limited liability company (SEAL)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Campus Crest Properties, LLC, a North Carolina limited

liability company
	 	 	Its:	 	Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael S. Hartnett	 	 
	 

	 	 	 	 	 	 

Name:      Michael S. Hartnett
	 	 
	 

	 	 	 	 	 	Title:      Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	MADEIRA GROUP, LLC, a North Carolina limited liability

company (SEAL)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael S. Hartnett	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:       Michael S. Hartnett	 	 
	 	 	 	 	Title:      Manager	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ MICHAEL S. HARTNETT	 (SEAL)
	 	 	 	 	 
	 	 	MICHAEL S. HARTNETT
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ TED W. ROLLINS	 (SEAL)
	 	 	 	 	 
	 	 	 TED W. ROLLINS
	 
	 	 	 	 	 	 	 	 
	 	 	/s/ CARL H. RICKER, JR.	 (SEAL)
	 	 	 	 	 
	 	 	CARL H. RICKER, JR.
	 
	 	 	 	 	 	 	 	 
	 

	 	REIT:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CAMPUS CREST COMMUNITIES, INC., a Maryland corporation
(SEAL)
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Donald L. Bobbitt, Jr.	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Donald L. Bobbitt, Jr.	 	 
	 	 	Title:	 	Chief Financial Officer	 	 






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SCHEDULE I




SPE Borrowers



	 	 	 

	1.
	 	Campus Crest at Moscow, LLC
	2.
	 	Campus Crest at San Angelo, LP
	3.
	 	Campus Crest at San Marcos, LP







9