Exhibit
10.32


FIRST AMENDMENT TO LOAN AGREEMENT


THIS
FIRST AMENDMENT TO LOAN AGREEMENT, dated as of October 31,
2006 (this “Amendment”),
between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association,
having an office at 301 South College Street, Charlotte, North Carolina 28288 (“Lender”) and GMH
Communities, LP, a Delaware limited partnership, having an address at 10 Campus
Boulevard, Newtown Square, PA 19073 (“Borrower”).


W I T N E S S E T H:


WHEREAS,
Lender and Borrower entered into that certain Loan Agreement dated as of
October 2, 2006 (as amended and in effect from time to time, the “Loan
Agreement”); and


WHEREAS,
Borrower has requested that the Lender amend certain provisions of the Loan
Agreement, and subject to the terms and conditions hereof, Lender is willing to
do so.


NOW
THEREFORE, in consideration of the premises and mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:


1.             Defined Terms.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Loan
Agreement.


2.             Amendments.


a.     Section 5.4 of the Loan Agreement is
hereby amended by the addition of a new Subsection (i) thereto as follows:


(i)            Indebtedness
incurred as a result of the financing of premiums for Policies being obtained
by Borrower effective as of November 1, 2006 and for which premiums are
otherwise payable on November 1, 2006.


b.     Section 6.1(b) of the Loan Agreement
is hereby amended by replacing such Section in its entirety with the following:


(b)           All
insurance provided for in Section 6.1(a) hereof shall be obtained under
valid and enforceable policies (the “Policies” or in the singular, the “Policy”),
in such forms as may be reasonably satisfactory to Lender, issued by
financially sound and responsible insurance companies authorized to do business
in the State in which the Insured Asset is located and approved by Lender.  The Policies shall be issued by financially
sound and responsible insurance companies authorized to do business in the
State and having a claims paying ability rating of “BBB” or better by S&P
and 













its equivalent from each of the other Rating Agencies
and/or a general policy rating of “A” or better and a financial class of VIII
or better by A.M. Best Company, Inc., provided, however, that Lender herby
acknowledges and agrees that Integon Specialty Insurance Company shall be an
approved insurer for purposes of this Section 6.1(b) notwithstanding the
fact that its general policy rating is “A-”. 
The Policies described in Section 6.1(a) shall designate
Lender and its successors and assigns as additional insureds, mortgagees and/or
loss payee as deemed appropriate by Lender. To the extent such Policies are not
available as of the Closing Date, Borrower shall deliver to Lender prior to the
Closing Date an Acord 28 or similar certificate of insurance evidencing the
coverages and amounts required hereunder and, upon request of Lender as soon as
available after the Closing Date, certified copies of all Policies.  Borrower shall deliver to Lender within
thirty (30) days of the Closing Date, the final Policies required to be
maintained pursuant to this Article VI. 
Not less than ten (10) days prior to the expiration dates of any
insurance coverage in place with respect to the Insured Asset, Borrower shall
deliver to Lender an Acord 28 or similar certificate, accompanied by evidence
satisfactory to Lender of payment of the premiums due in connection therewith
(the “Insurance Premiums”),
and as soon as available thereafter, certified copies of all renewal Policies.


3.             Conditions of
Effectiveness. 
Notwithstanding any other provision of this Amendment, it is understood
and agreed that this Amendment shall not become effective until the Lender
shall have received duly executed counterparts of this Agreement executed by
Lender and Borrower.


4.             Representations and
Warranties.  Borrower
represents and warrants that, after giving effect to this Amendment, the
representations and warranties contained in the Loan Agreement and the Loan
Documents are true and correct in all material respects on and as of the date
hereof as though made on and as of such date. 
Borrower represents and warrants that, after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing, and
the execution, delivery and performance of this Amendment shall not cause or
constitute any such Default or Event of Default.


5.             Reaffirmation of Guaranty.  Each of Guarantor and Mezzanine Property
Guarantor consents to the execution and delivery by Borrower of this Amendment
and ratifies and confirms the terms of the Guaranty and the Mezzanine Property
Guaranty, as applicable, with respect to the indebtedness now or hereafter
outstanding under the Loan Agreement as amended hereby and all promissory notes
issued thereunder.  Nothing contained
herein to the contrary shall release, discharge, modify, change or affect the
original liability of either the Guarantor or the Mezzanine Property Guarantor
under the Guaranty or the Mezzanine Property Guaranty, as applicable.


6.             Effect of Amendment.  Except as set forth expressly herein, all
terms of the Loan Agreement, as amended hereby, and the other Loan Documents
shall be and remain in 



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full force and
effect and shall constitute the legal, valid, binding and enforceable
obligations of Borrower to Lender.  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
Lender under the Loan Agreement, nor constitute a waiver of any provision of
the Loan Agreement.  This Amendment shall
constitute a Loan Document for all purposes of the Loan Agreement.  All references to the “Loan Agreement” in any
Loan Document shall mean the Loan Agreement as amended hereby.


7.             Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York and
all applicable federal laws of the United States of America.


8.             Costs and Expenses.  Borrower agrees to pay on demand all costs
and expenses of Lender in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, the reasonable fees
and out-of-pocket expenses of outside counsel for Lender with respect thereto.


9.             Counterparts.  This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts, each of which
shall be deemed an original and all of which, taken together, shall be deemed
to constitute one and the same instrument. 
Each party may rely upon a facsimile signature of each other party
hereto as if it were an original.


10.           Binding Nature.  This Amendment shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
assigns.


11.           Entire Understanding.  This Amendment sets forth the entire
understanding of the parties with respect to the matters set forth herein, and
shall supersede any prior negotiations or agreements, whether written or oral,
with respect thereto.


[Signature Page Follows]



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


	
  

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GMH COMMUNITIES, LP, a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GMH Communities GP Trust, a Delaware statutory
  trust, its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
  association

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Rex e. Rudy

  
	
   

  	
   

  	
   

  	
  Name: Rex E. Rudy

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
						



 



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  GUARANTOR:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SAVOY VILLAGE ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CROYDEN AVENUE ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MONKS ROAD ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOUTH CAROLINA ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RENO ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  DENTON ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  LANKFORD DRIVE ASSOCIATES, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES TRUST, a Maryland real estate investment
  trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LAKESIDE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  URBANA ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  RED MILE ROAD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BURBANK DRIVE ASSOCIATES INTERMEDIATE III, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COMMONS DRIVE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  ABBOTT ROAD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CAMPUS VIEW DRIVE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  ALEXANDER ROAD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  BROWN ROAD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  KELLER BOULEVARD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COLLEGE PARK INVESTMENTS LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  COLLEGE PARK MANAGEMENT, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  COLLEGE PARK MANAGEMENT TRS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH MILITARY HOUSING, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH MILITARY HOUSING INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES TRS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES GP TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  MEZZANINE PROPERTY GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  SAVOY VILLAGE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  MONKS ROAD ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  RENO ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  DENTON ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  LANKFORD DRIVE ASSOCIATES INTERMEDIATE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  
	
   

  	
   

  	
  Name: Joseph M. Macchione

  
	
   

  	
   

  	
  Title: Vice President

  



 



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