FIRST AMENDMENT TO SECOND AMENDED ANDRESTATED CREDIT AGREEMENT

EX-10.1 2 v336166_ex10-1.htm EXHIBIT 10.1

 

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.

  

 

First Amendment to Second A&R Credit Agreement

 

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.

 

 

First Amendment to Second A&R Credit Agreement

 

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.

 

 

First Amendment to Second A&R Credit Agreement

 

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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