Exhibit
10.2


Published CUSIP Number:
                               


 


FIRST AMENDMENT OF CREDIT
AGREEMENT


 


Dated
as of November 23, 2004


 


among


 


GMH COMMUNITIES, LP


 


as a Borrower,


 


GMH
COMMUNITIES TRUST


 


as
a Guarantor,


 


THE SUBSIDIARY BORROWERS DEFINED HEREIN


 


as
Subsidiary Borrowers


 


BANK OF AMERICA, N.A.,


 


as
Administrative Agent, Swing Line Lender


 


and


 


L/C
Issuer,


 


and


 


The
Other Lenders Party Hereto


 


EUROHYPO AG, NEW YORK BRANCH


 


and


 


JPMORGAN CHASE BANK,


as
Co-Syndication Agents 


 


BANC OF AMERICA SECURITIES LLC,


 


as


 


Sole Lead Arranger and Sole Book Manager


 




 





 





















 


FIRST
AMENDMENT OF CREDIT AGREEMENT


 


THIS FIRST AMENDMENT OF CREDIT AGREEMENT (this “Amendment”)
is entered into to be effective as of November 23, 2004, by and among GMH COMMUNITIES, LP, a Delaware limited partnership (“GMH Operating Partnership”), GMH COMMUNITIES TRUST, a Maryland real estate investment
trust (the “Trust”), each Subsidiary of
the Trust that becomes a borrower hereunder pursuant to Section 2.16
(individually, a “Subsidiary Borrower” and
collectively, “Subsidiary Borrowers;” GMH
Operating Partnership and Subsidiary Borrowers are individually called a “Borrower” and collectively called “Borrowers”), each lender from time
to time party hereto (collectively, the “Lenders”
and individually, a “Lender”),
and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.


 


R E  C  I  T  A
L  S


 


A.            Reference is hereby
made to that certain Credit Agreement dated as of November 8, 2004,
executed by the Trust, Borrowers, the Lenders defined therein, and
Administrative Agent (as amended, the “Credit Agreement”).


 


B.            Capitalized terms
used herein shall, unless otherwise indicated, have the respective meanings set
forth in the Credit Agreement.


 


C.            The Trust,
Borrowers, Administrative Agent, and Lenders desire to modify certain
provisions contained in the Credit Agreement, subject to the terms and
conditions set forth herein.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.             Amendment to the
Credit Agreement.


 


(a)           Section 1.01 of the Credit
Agreement is hereby amended to delete the definition of “Applicable Rate”
in its entirety and replace such definition with the following:


 


“Applicable
Rate” means the following percentages per annum, based upon the Leverage
Ratio as set forth in the most recent Compliance Certificate received by
Administrative Agent pursuant to Section 6.02(b):


 




	
  Pricing Level

  	
   

  	
  Leverage Ratio

  	
   

  	
  Eurodollar Rate +

  Letters of Credit

  	
   

  	
  Base Rate +

  	
   

  
	
  1

  	
   

  	
  ≤0.45:1

  	
   

  	
  1.50

  	
  %

  	
  0.625

  	
  %

  
	
  2

  	
   

  	
  >0.45:1
  but £0.50:1

  	
   

  	
  1.625

  	
  %

  	
  0.875

  	
  %

  
	
  3

  	
   

  	
  >0.50:1
  but ≤0.55:1

  	
   

  	
  1.75

  	
  %

  	
  1.125

  	
  %

  
	
  4

  	
   

  	
  >0.55:1

  	
   

  	
  2.00

  	
  %

  	
  1.375

  	
  %

  






 


 


 


1





















 


 


Any increase or decrease in the Applicable Rate resulting from a change
in the Leverage Ratio shall become effective as of the first (1st)
Business Day immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then Pricing Level 4 shall apply as of the first (1st)
Business Day after the date on which such Compliance Certificate was required
to have been delivered until and including the first (1st) Business
Day immediately following the date such Compliance Certificate is actually
delivered.  The Applicable Rate in effect
from the Closing Date through the date of delivery of the initial Compliance
Certificate delivered pursuant to Section 6.02(b) shall be determined
based upon Pricing Level 2.


 


(b)           Section
4.01(d) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


(d)           The Trust shall have completed its
initial public offering and shall have received at least $340,000,000 in gross
cash equity.


 


(c)           Section
5.05(b) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


(b)           The unaudited consolidated and
consolidating balance sheet of the Companies dated June 30, 2004, and the
related consolidated and consolidating statements of
income or operations, shareholders’ equity and cash flows for the fiscal
quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Companies as of the date thereof and their results of operations for the period
covered thereby, subject, in the case of clauses (i) and (ii), to the absence
of footnotes and to normal year-end audit adjustments.


 


(d)           Section
7.10(e) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


(e)           Leverage Ratio.  Permit the Leverage Ratio as of the end of any
fiscal quarter of the Trust to be greater than 60%.


 


(e)           Schedule 2.01 of the Credit
Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.


 


(f)            Schedule 2
to Exhibit D of the Credit Agreement is
hereby amended to delete Section V
in its entirety and replace such Section
with the following:


 


V.            Section 7.10(e) —
Total Leverage Ratio.


 




	
  A.

  	
   

  	
  Liabilities

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Total Asset Value (See
  Schedule 1)

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Ratio of V.A. to V.B.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maximum Allowed

  	
   

  	
  60

  	
  %

  






 


 


2





















 


2.             Amendments of Credit Agreement and Other Loan Documents.


 


(a)           All references in the Loan Documents
to the Credit Agreement shall henceforth include references to the Credit
Agreement as modified and amended by this Amendment, and as may, from time to
time, be further modified, amended, restated, extended, renewed, and/or
increased.


 


(b)           Any
and all of the terms and provisions of the Loan Documents are hereby amended
and modified wherever necessary, even though not specifically addressed herein,
so as to conform to the amendments and modifications set forth herein.


 


3.             Ratifications.  Each Loan Party that is a party hereto (a)
ratifies and confirms all provisions of the Loan Documents as amended by this
Amendment, (b) ratifies and confirms that all guaranties and assurances,
granted, conveyed, or assigned to the Administrative Agent and the Lenders
under the Loan Documents are not released, reduced, or otherwise adversely
affected by this Amendment and continue to guarantee and assure full payment
and performance of the present and future Obligations, and (c) agrees to
perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record such additional documents and certificates as the Administrative Agent
or the Lenders may reasonably request in order to create, preserve and protect
those guaranties and assurances.


 


4.             Representations.  Each Loan Party that is a party hereto
represents and warrants to Lenders that as of the date of this Amendment:
(a) this Amendment has been duly authorized, executed, and delivered by
each such Loan Party; (b) no action of, or filing with, any Governmental
Authority is required to authorize, or is otherwise required in connection
with, the execution, delivery, and performance by each such Loan Party of this
Amendment; (c) the Loan Documents, as amended by this Amendment, are valid
and binding upon each Loan Party that is a party thereto and are enforceable
against each Loan Party in accordance with their respective terms, except as
limited by Debtor Relief Laws and general principles of equity; (d) the
execution, delivery, and performance by each Loan Party that is a party hereto
of this Amendment do not require the consent of any other Person and do not and
will not constitute a violation of any Laws, order of any Governmental
Authority, or material agreements to which any such Loan Party that is a party
or by which any such Loan Party is bound; (e) all representations and
warranties in the Loan Documents are true and correct in all material respects
on and as of the date of this Amendment, except to the extent that (i) any
of them speak to a different specific date, or (ii) the facts on which any
of them were based have been changed by transactions contemplated or permitted
by the Credit Agreement; and (f) both before and after giving effect to
this Amendment, no Default or Event of Default exists.


 


5.             Conditions.  This Amendment shall not be effective unless
and until:


 


(a)           this
Amendment is executed by each Borrower, the Trust, Administrative Agent, and
the Lenders;


 


(b)           the
representations and warranties in this Amendment are true and correct in all
material respects on and as of the date of this Amendment, except to the extent
that (i) any of them speak to a different specific date, or (ii) the facts on
which any of them were based have been changed by transactions contemplated or
permitted by the Credit Agreement; and


 


 


3





















 


 


(c)           both
before and after giving effect to this Amendment, no Default or Event of
Default exists.


 


6.             Continued Effect.  Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all
documents executed in connection therewith, shall continue in full force and
effect and shall remain enforceable and binding in accordance with their
respective terms.


 


7.             Miscellaneous.  Unless stated otherwise (a) the singular
number includes the plural and vice versa and
words of any gender include each other gender, in each case, as appropriate,
(b) headings and captions may not be construed in interpreting provisions, (c)
this Amendment shall be construed — and its performance enforced — under New
York law, (d) if any part of this Amendment is for any reason found to be
unenforceable, all other portions of it nevertheless remain enforceable, and
(e) this Amendment may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of those
counterparts must be construed together to constitute the same document.


 


8.             Parties.  This Amendment binds and inures to each of the
parties hereto and their respective successors and permitted assigns.


 


9.             ENTIRETIES. 
THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED BY THIS
AMENDMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT
MATTER OF THE CREDIT AGREEMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


 


[Remainder of Page Intentionally Left Blank;


Signature Pages to Follow.]


 


4





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


 


	
   

  	
  GMH OPERATING PARTNERSHIP:

  
	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES, LP, a Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GMH COMMUNITIES GP TRUST,

  
	
   

  	
   

  	
  a
  Delaware trust, its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Gary M. Holloway

  	
   

  
	
   

  	
   

  	
   

  	
  Gary M. Holloway

  
	
   

  	
   

  	
   

  	
  Managing Trustee

  



 


 





















 


 


IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed as of the date first
above written.


 


 


	
   

  	
  TRUST:

  
	
   

  	
   

  
	
   

  	
  GMH COMMUNITIES TRUST, a Maryland real estate investment
  trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gary M. Holloway

  	
   

  
	
   

  	
   

  	
  Gary M. Holloway

  
	
   

  	
   

  	
  President, Chief Executive Officer

  



 





















 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron
  Odlozil

  	
   

  
	
   

  	
   

  	
  Ron Odlozil, Senior Vice
  President

  
	
   

  	
   

  	
   

  



 


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing
  Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ron
  Odlozil

  	
   

  
	
   

  	
   

  	
  Ron Odlozil, Senior Vice
  President

  
	
   

  	
   

  	
   

  



 


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as a Lender and as a Co-Syndication
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donald
  Shokrian

  	
   

  
	
   

  	
   

  	
  Name: Donald S. Shokrian

  
	
   

  	
   

  	
  Title:   Managing Director

  



 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


 


	
   

  	
   

  
	
   

  	
  EUROHYPO AG, NEW YORK BRANCH, as a Lender and as a Co-Syndication
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David
  Schwartz

  	
   

  
	
   

  	
   

  	
  Name: David Schwartz

  
	
   

  	
   

  	
  Title:   Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Cox

  	
   

  
	
   

  	
   

  	
  Name: Stephen Cox

  
	
   

  	
   

  	
  Title: Vice President

  



 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John
  C. Rowland

  	
   

  
	
   

  	
   

  	
  Name: John C. Rowland

  
	
   

  	
   

  	
  Title:   Vice President

  



 


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


	
   

  	
   

  
	
   

  	
  MORGAN STANLEY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Twenge

  	
   

  
	
   

  	
   

  	
  Name: Daniel Twenge

  
	
   

  	
   

  	
  Title:   Vice President

  



 


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


 


 


	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven
  P. Lapham

  	
   

  
	
   

  	
   

  	
  Name: Steven P. Lapham

  
	
   

  	
   

  	
  Title:   Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brenda Casey

  	
   

  
	
   

  	
   

  	
  Name: Brenda Casey

  
	
   

  	
   

  	
  Title:   Vice President

  



 





















 


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK MIDWEST, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Holewinski

  	
   

  
	
   

  	
   

  	
  Name: Paul Holewinski

  
	
   

  	
   

  	
  Title:   Executive Vice President

  



 


 





















 


SCHEDULE 2.01


COMMITMENTS

AND APPLICABLE PERCENTAGES


 




	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Applicable 

  Percentage

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  20.0

  	
  %

  
	
  Eurohypo AG, New York Branch

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  20.0

  	
  %

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  16.666666667

  	
  %

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  13.333333333

  	
  %

  
	
  Merrill Lynch Capital Corporation

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  10.0

  	
  %

  
	
  Morgan Stanley Bank

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  10.0

  	
  %

  
	
  Bank Midwest, N.A.

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  10.0

  	
  %

  
	
  Total

  	
   

  	
  $

  	
  150,000,000

  	
   

  	
  100.000000000

  	
  %