Exhibit 10.33


SECOND AMENDMENT TO LOAN
AGREEMENT


THIS SECOND AMENDMENT TO LOAN
AGREEMENT, dated as of February 6, 2007 (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 and amended on October 31, 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.             The
definition of “Initial Maturity
Date” set forth in Section 1.1 of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:


““Initial Maturity Date” shall mean June 1, 2007.”


b.             The
introductory paragraph of Section 2.2.1(b) of the Loan Agreement is
hereby deleted in its entirety and replaced with the following:


“Extension of the Initial
Maturity Date. 
Borrower shall have the option to extend the term of the Loan beyond the
Initial Maturity Date for either (x) a term of three (3) months (“Extension Option One”)
to a date which is the earlier of (1) September 1, 2007 and (2) the date
specified in writing by Borrower which shall not be later than the date that is
three (3) months from the Initial Maturity Date (such date in (1) or (2) is the
“Option One Maturity Date”)
or (y) for a term of four (4) months (“Extension Option Two”) to October 2, 2007 (each
such date, the “Extended Maturity
Date” and the period from the Initial Maturity Date through
the Extended













Maturity Date is the “Extension Term”).
Borrower may exercise Extension Option One, upon satisfaction of the following
terms and conditions:”


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 full force and
effect and are hereby in all respect ratified and confirmed 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



 2
 









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

  
					



 











 


	
  

  	
  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

  












 


	
  

  	
  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 President0

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  












 


	
  

  	
  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

  












 


	
  

  	
  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

  



 











 


	
  

  	
  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

  












 


	
  

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 











 


	
  

  	
  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