CAMPUS CREST COMMUNITIES, INC. CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, LP Registration Rights AgreementCampus Crest Communities, Inc. • October 9th, 2013 • Real estate • New York
Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 4.75% Exchangeable Senior Notes due 2018 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Campus Crest Communities, Inc., a Maryland corporation and the sole member of Campus Crest Communities GP, LLC, which is the sole general partner of the Operating Partnership (the “Company”), and the Representatives, dated October 3, 2013 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable into shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock”). The Notes will be fully and unconditionally guaranteed as to the payment of principal and in
CAMPUS CREST COMMUNITIES, INC. (a Maryland corporation) Underwriting AgreementCampus Crest Communities, Inc. • October 9th, 2013 • Real estate • New York
Campus Crest Communities, Inc., a corporation organized under the laws of Maryland (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of 8.00% Series A Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share), $0.01 par value per share (the “Series A Preferred Stock”), of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Series A Preferred Stock set forth in Schedule I hereto, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Campus Crest Communities Operating Partnership, LP October 9, 2013Campus Crest Communities, Inc. • October 9th, 2013 • Real estate • Delaware
This First Amendment to the Second Amended and Restated Agreement of Limited Partnership of Campus Crest Communities Operating Partnership, LP (this “Amendment”) is made as of October 9, 2013 by Campus Crest Communities, Inc., a Maryland corporation (the “Company”), as the sole member of Campus Crest Communities GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the Company in the Second Amended and Restated Agreement of Limited Partnership of Campus Crest Communities Operating Partnership, LP, dated as of February 9, 2012, as amended (the “Partnership Agreement”), for the purpose of designating additional Partnership Units as 8.00% Series A Cumulative Redeemable Preferred Units. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
