Exhibit 10.1


 


FIRST AMENDMENT TO SECOND AMENDED AND
RESTATED 


CREDIT AGREEMENT 






 


FIRST AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 22, 2013 (this “Amendment”) among Campus Crest
Communities Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), Campus Crest
Communities, Inc., a Maryland corporation (the “Parent Guarantor”), 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”), the banks, financial
institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial
Lenders”), the Swing Line Bank (as defined in the Credit Agreement), CITIBANK, N.A. (“Citibank”),
as the initial issuer of Letters of Credit (as defined in the Credit Agreement) (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 (as defined in the Credit Agreement).


 


R E C I T A L S:


 


WHEREAS, the Borrower,
the Guarantors, the Initial Lenders, Citibank, the Initial Issuing Bank, and the Administrative Agent entered into that certain
Second Amended and Restated Credit Agreement dated as of January 8, 2013 (the “Credit Agreement”; capitalized
terms used but not defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement, as amended
hereby).


 


WHEREAS, Borrower and
Guarantors propose to make the Investment described on Schedule 1 attached hereto (such Investment, the “Copper Beech
Investment”).


 


WHEREAS, the parties
wish to amend the Credit Agreement as more specifically set forth herein.


 


NOW, THEREFORE, in consideration
of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties
hereto hereby covenant, agree, represent and warrant that the Credit Agreement is hereby amended as follows, effective as of the
date hereof:


 


Section
1.               
Amendments to Credit Agreement. Notwithstanding anything to the contrary in the Credit Agreement:


 


1.1             For
so long as the Copper Beech Investment constitutes an Investment in a Joint Venture of a Loan Party under the Credit Agreement,
then for purposes of the calculation of the negative covenants set forth in Section 5.02(f)(iv)(y) and Section 5.02(f)(iv)(z)(B),
of the Credit Agreement, the Copper Beech Investment shall be excluded.


  


 


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1.2             In
the event the Copper Beech Investment becomes an Investment in a Subsidiary that is not wholly-owned by a Loan Party, then such
Investment shall be permitted under Section 5.02(f) of the Credit Agreement.


 


1.3             For
purposes of the calculation of the financial covenant set forth in Section 5.04(a)(iii) of the Credit Agreement, the Copper Beech
Investment shall be excluded.


 


1.4             For
purposes of the calculation of the negative covenants set forth in Section 5.02(f)(iv)(y) and Section 5.02(f)(iv)(z)(C), Investments
shall include the “Partnership Loan” (as such term is defined in Schedule 1 attached hereto).


 


1.5             Section
5.03(d)(i) of the Credit Agreement is hereby amended and restated as follows:


 


“As
soon as available and in any event within 45 days after the end of each calendar quarter (or, with respect to the calendar quarter
that corresponds to the end of each Fiscal Year, 90 days after the end of such calendar quarter)”.


 


Section
2.               
Omnibus Amendment to Loan Documents.


 


2.1             Any references to the Credit Agreement in the Loan Documents shall hereinafter refer to the Credit Agreement as modified
by this Amendment.


 


Section
3.               
Covenants, Representations and Warranties of Loan Parties.


 


3.1             Each Loan Party hereby reaffirms all terms and covenants made in the Loan Documents as amended hereby and acknowledges
that this Amendment is a Loan Document.


 


3.2             Each Loan Party hereby represents and warrants that this Amendment has been duly executed and delivered by each Loan
Party and general partner, manager or managing member (if any) of each Loan Party. This Amendment is the legal, valid and binding
obligation of each Loan Party and general partner, manager or managing member (if any) of each Loan Party, enforceable against
such Loan Party, general partner, manager or managing member, as the case may be, in accordance with its terms.


 


3.3             Each
Loan Party hereby represents and warrants that as of the date hereof, (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 Amendment.


 


 


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Section
4.               
Effect Upon Loan Documents.


 


4.1             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 and specifically modified by this Amendment.


 


4.2             The execution, delivery and effectiveness of this Amendment 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 document, instrument or agreement executed and/or delivered in connection therewith.


 


4.3             Each Loan Party acknowledges that nothing contained herein shall be construed to relieve any Loan Party from its
obligations under any Loan Document except as otherwise expressly and specifically modified by this Amendment.


 


Section
5.               
Ratification of Guarantors. Each Guarantor hereby:


 


		1.	ratifies, confirms and reaffirms all of the terms, conditions and obligations set forth in the
Guaranty;



 


		2.	consents to the terms and provisions of this Amendment;



 


		3.	acknowledges and agrees that the execution and delivery of this Amendment and the terms and provisions
contained therein shall not in any way affect, impair, reduce or terminate Guarantor’s liability or obligations under the
Guaranty;



 


		4.	acknowledges and agrees that the Guaranty is and shall remain in full force and effect notwithstanding
the execution and delivery of this Amendment on the date hereof;



 


		5.	represents and warrants that there has been no material adverse change in the financial condition
of Guarantor since the Closing Date; and



 


		6.	acknowledges and agrees that the Initial Lenders, the Administrative Agent, Citibank and the Initial
Issuing Bank are specifically relying upon the reaffirmations, consents, acknowledgements, agreements, representations and warranties
contained herein in agreeing to enter into this Amendment.



 


Section
6.               No Oral Modification. This Amendment may not be modified, amended, waived, changed or terminated orally,
but only by an agreement in writing signed by the party against whom the enforcement of the modification, amendment, waiver, change
or termination is sought.


 


Section
7.               
Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


 


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Section
8.               
Counterparts. This Amendment may be executed in any number of duplicate originals and each such duplicate
original shall be deemed to constitute but one and the same instrument.


 


Section
9.               
Invalidity. If any term, covenant or condition of this Amendment shall be held to be invalid, illegal or unenforceable
in any respect, this Amendment shall be construed without such provision.


 


Section
10.              Governing
Law. This Amendment shall be governed by and construed in accordance with Section 9.13 of the Credit Agreement as amended hereby.


 


Section
11.             No
Novation. This Amendment does not, and shall not be construed to, constitute the creation of a new indebtedness or the satisfaction,
discharge or extinguishment of the debt secured by the Loan Documents, nor does it in any way affect or impair the lien of the
Loan Documents. No action undertaken pursuant to this Amendment shall constitute a waiver or a novation of Lender’s rights
under the Loan Documents.


 


Section
12.             Costs.
Borrower hereby acknowledges and agrees that it shall be responsible for the payment of any out-of-pocket costs, fees and expenses
of Citibank incurred in connection with the preparation, negotiation, execution or delivery of this Amendment (including, without
limitation, the reasonable fees and disbursements of counsel to Citibank).


 


 


 


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


 


   





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




  


 



  








	 	PARENT GUARANTOR:	 
	 	 	 
	 	CAMPUS CREST COMMUNITIES, INC.	 
	 	 	 	 
	 	By:	 /s/ Donald L. Bobbitt, Jr.	 
	 	 	Name: Donald L. Bobbitt, Jr. 
	 
	 	 	Title: Chief Financial Officer	 




 


 


  








	 	SUBSIDIARY GUARANTORS:	 
	 	 	 
	 	CAMPUS CREST AT STEPHENVILLE, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its General Partner	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 





  


 


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	 	CAMPUS CREST  AT LUBBOCK, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its General Partner	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT WACO, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 










  


	 	CAMPUS CREST AT WICHITA FALLS, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT SAN MARCOS, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 




 





	 	CAMPUS CREST AT JACKSONVILLE, AL, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 




 


 


 


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	 	CAMPUS CREST  AT ABILENE, LP	 
	 	 	 	 	 
	 	By:	Campus Crest GP II, LLC	 
	 	 	Its General Partner	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT CHENEY, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 









  


	 	CAMPUS CREST AT JONESBORO, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT TROY, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 




 


 


 


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	 	CAMPUS CREST  AT MURFREESBORO, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT WICHITA, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 











  


	 	CAMPUS CREST STEPHENVILLE LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST WACO LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 




 



 


 


  


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	 	CAMPUS CREST  WICHITA FALLS LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST CHENEY LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 











  


	 	CAMPUS CREST JONESBORO LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST TROY LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 




 


 


 


 


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	 	CAMPUS CREST  MURFREESBORO LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST WICHITA LESSOR, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 











  


	 	CAMPUS CREST AT MOBILE PHASE II, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT MOBILE, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 











 


 


  


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	 	CAMPUS CREST AT AMES, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 





	 	CAMPUS CREST AT FORT WAYNE, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







  





	 	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/ Donald L. Bobbitt, Jr.	 
	 	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
		 	 	 	Title: Manager	 




  








	 	CAMPUS CREST AT AT MOSCOW, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
		 	 	Title: Manager	 




 



 


 


 


 


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	 	CAMPUS CREST AT VALDOSTA, LLC	 
	 	 	 	 	 
	 	By:	Campus Crest Properties, LLC	 
	 	 	Its Manager	 
	 	 	 	 	 
	 	 	By:	/s/ Donald L. Bobbitt, Jr.	 
	 	 	 	Name:  Donald L. Bobbitt, Jr.	 
	 	 	 	Title: Manager	 







 


 


 


 


 


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	 	SWING LINE BANK: 	 
	 	 	 
	 	CITIBANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Michael Chlopak	 
	 	 	Name: Michael Chlopak	 
	 	 	Title: Vice President	 




 


 


 








	 	INITIAL ISSUING BANK:	 
	 	 	 
	 	CITIBANK, N.A. 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Michael Chlopak	 
	 	 	Name: Michael Chlopak	 
	 	 	Title: Vice President	 




 


 


 








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



 


 


 


 


 


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	 	INITIAL LENDERS:	 
	 	 	 
	 	BARCLAYS BANK PLC	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Craig J. Malloy	 
	 	 	Name: Craig J. Malloy	 
	 	 	Title: Director	 




 


 


 


 


 


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	 	CITIBANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Michael Chlopak	 
	 	 	Name: Michael Chlopak	 
	 	 	Title: Vice President	 




 



 


 


 


 


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	 	RAYMOND JAMES BANK, N.A.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ James M. Armstrong	 
	 	 	Name: James M. Armstrong	 
	 	 	Title: Senior Vice President	 





 


 


 


 


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	 	ROYAL BANK OF CANADA	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Joshua Freedman	 
	 	 	Name: Joshua Freedman	 
	 	 	Title: Authorized Signatory	 




 


 


 


  


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	 	BANK OF AMERICA, N.A.	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Kurt L. Mathison	 
	 	 	Name: Kurt L. Mathison	 
	 	 	Title: Vice President	 






 


 


 


  


 


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	 	BANK OF THE WEST,	 
	 	a California banking corporation	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	  /s/ Lynn Foster	 
	 	 	Name:  Lynn Foster	 
	 	 	Title: Vice President	 




 


	 		 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ Chuck Weerasoorlya	 
	 	 	Name: Chuck Weerasoorlya	 
	 	 	Title: Senior Vice President	 










 


 


 


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	 	COMPASS BANK	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 /s/ S. Kent Gorman	 
	 	 	Name: S. Kent Gorman	 
	 	 	Title: Senior Vice President	 







 


 


 


 


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	 	CAPITAL ONE, NATIONAL ASSOCIATION	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title: 	 




 


 


 


 


  


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	 	NATIONAL BANK OF ARIZONA,	 
	 	a national banking association	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title: 	 







 


 


 


  


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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/ Charles Cook	 
	 	 	Name: Charles Cook	 
	 	 	Title: Senior Vice President	 







 


 


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Schedule I


 


COPPER BEECH INVESTMENT


 


The Borrower is pursuing the acquisition
of a 48% interest in Copper Beech Townhome Communities (“Copper Beech” or “CBTC”). The Borrower will invest
$264 million in CBTC, structured as a $232 million participating preferred with 5.6% preferred dividend to obtain the 48% interest
and a $32 million 2-year loan (with an 8.5% coupon) (the “Partnership Loan”) secured by a pool of unencumbered properties
which will allow the buyout of several minority owners’ stakes. The transaction will be structured with the option, but not
the obligation, for the Borrower to purchase the remaining equity in CBTC within 3 years. CBTC will manage the day-to-day operations
until the Borrower obtains a 75% ownership interest; however, major decisions will be subject to unanimous approval of the CBTC
board, which will have equal Borrower and CBTC representation. The transaction will be leverage-neutral for the Borrower with $107
million of pre-payable secured debt repaid at closing, and over the next 3 years, the secured balance will continue to be reduced
by amortization and pay-downs. Projected NTM NOI implies a nominal cap rate of ~6.7% for the acquisition. The transaction sources
and uses are below:


 


 








 


 


 







 


 


 


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    	Sched. I-1