AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT
Exhibit 10.15
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT
THIS AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (this “Agreement”), dated as of
September 15, 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 MXT Capital, LLC, a Delaware limited liability company (“MXT”, and also
referred to herein as the “Sponsor”).
W I T N E S S E T H:
WHEREAS, the Company Entities and MXT have entered into that certain Contribution Agreement,
dated as of May 13, 2010 (the “Contribution Agreement”); and
WHEREAS, the Company Entities and MXT desire to amend certain provisions of the Contribution
Agreement.
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 Transactions. Upon the Closing, MXT, in exchange for the MXT
Interests (as defined herein), shall receive from the Operating Partnership 973,333 limited
partnership units in the Operating Partnership (the “MXT OP Units”) and $4,464,062 of the
net proceeds of the IPO in cash or other immediately available funds (the “Exchange
Consideration”).”
2. Amendment to Section 4.1(g). Section 4.1(g) of the Contribution Agreement is hereby
deleted in its entirety and replaced with the following:
“(g) Allow any of the Company Entities or any of the Student Housing Entities to make or pay
any distributions or dividends to any person other than another Student Housing Entity, except in
the ordinary course of business consistent with past practice.”
3. Amendment to Section 5.1(a). Section 5.1(a) of the Contribution Agreement is hereby
deleted in its entirety and replaced with the following:
“(a) The Sponsor agrees to indemnify, defend and hold harmless the Company Entities and their
respective affiliates, shareholders, partners, directors, officers, employees representatives and
agents, from and against (i) all costs, expenses, losses and damages (including, without
limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred by
such parties resulting from any misrepresentation or breach of representation, warranty or covenant
made by the Sponsor but only to the extent that such Losses in the aggregate exceed $250,000.00 and
(ii) any real estate transfer or mortgage recording tax liabilities incurred by the Company
Entities as a result of the transactions set forth herein. The provisions of this Section 5.1(a)
shall survive the Closing for a period of eighteen (18) months
(except with respect to the representations and warranties set forth in Sections 3.2(a), (b), (g),
(p) and (q) and shall be subject to the limitations specified in Section 5.1(d) hereof.”
4. Amendment to Section 5.1(d). Section 5.1(d) of the Contribution Agreement is hereby
deleted in its entirety and replaced with the following:
“(d) In no event shall the amounts paid or payable by the Sponsor in respect of the
obligations of the Sponsor under Section 5.1(a) exceed the aggregate value of the MXT OP Units;
provided, however, that the limitations of this Section 5.1(d) shall not apply to
any obligations of the Sponsor under Section 5.1(a)(ii).”
5. Contribution of Campus Crest Ventures V, LLC Membership Interest. In the event that
affiliates of the Sponsor contribute their respective interests in Campus Crest at Carrollton, LLC
to Campus Crest Ventures V, LLC, a Delaware limited liability company (“CCV V”), and
receive, in exchange therefore, a membership interest in CCV V (the “CCV V Interest”), the
Sponsor shall contribute, or cause to be contributed, the CCV V Interest to the Operating
Partnership at the Closing. The contribution by the Sponsor of the CCV V Interest to the
Operating Partnership shall be part of the other Formation Transactions for which the Sponsor shall
receive the consideration set forth in the Contribution Agreement, as amended by this Amendment.
The Company Entities agree that the transaction set forth in this Section 5 shall not be considered
a breach of or default under any provision of the Contribution Agreement, as amended by this
Amendment.
6. Contribution of CC-Encore, LLC Membership Interest. In the event that subsidiaries of the
Sponsor own interests (the “Encore Interests”) in CC-Encore, LLC, a Delaware limited
liability company (“Encore”), at the Closing, the Sponsor shall contribute, or cause to be
contributed, the Encore Interests to the Operating Partnership at the Closing. The contribution
by the Sponsor of the Encore Interests to the Operating Partnership shall be part of the other
Formation Transactions for which the Sponsor shall receive the consideration set forth in the
Contribution Agreement, as amended by this Amendment. The Company Entities agree that the
transaction set forth in this Section 6 shall not be considered a breach of or default under any
provision of the Contribution Agreement, as amended by this Amendment.
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]
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/ Xxxxxx X. Xxxxxxx, Xx. | |||||||||||
| Name: | Xxxxxx X. Xxxxxxx, Xx. | |||||||||||
| 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/ Xxxxxx X. Xxxxxxx, Xx. | |||||||||||
| Name: | Xxxxxx X. Xxxxxxx, Xx. | |||||||||||
| Title: | Chief Financial Officer | |||||||||||
| SPONSOR: | ||||||||||||
| MXT CAPITAL, LLC | ||||||||||||
| By: | Campus Crest Properties, LLC, | |||||||||||
| Its Manager | ||||||||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||||||||||
| Name: | Xxxxxxx X. Xxxxxxxx | |||||||||||
| Title: | Manager | |||||||||||
