Exhibit 10.1
 AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP   OF
 EDUCATION REALTY OPERATING PARTNERSHIP, LP
 DATED: January 31, 2005




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AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
EDUCATION REALTY OPERATING PARTNERSHIP, LP
 RECITALS:
   ARTICLE I
DEFINED TERMS
  Act
 Additional Funds
 Additional Limited Partner
 Additional Securities
 Affiliate
  1




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Agreed Value
 Agreement
 Bankruptcy Code
 Business Day
 Capital Account
 Capital Contribution
 Capital Transaction
 Cash Amount
 Cash Flow
 Certificate of Incorporation
 Code
 Commission
 Common Partnership Interest
  2




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Common Partnership Unit
 Common Percentage Interest
 Company
 Contributed Property
 Conversion Factor
 Disposition Proceeds
 Education Realty Limited Partner, LLC
  3




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Event of Bankruptcy
 General Partner
 General Partnership Interest
 Government Obligations
 Indemnitee
 Initial Contributed Assets Exhibit A
 IRS
 Limited Partner Exhibit A
  4




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Limited Partnership Interest
 Notice of Redemption Exhibit C
 Offering
 Operating Expenses
 Partner
 Partnership
 Partnership Interest
 Partnership Record Date
 Partnership Unit Exhibit
A
 Person
 Preferred Partnership Interest
  5




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Preferred Partnership Unit
 Preferred Percentage Interest
 Property
 Prospectus
 Redeeming Partner
 Redemption Right
 REIT
 REIT Common Share
 REIT Common Shares Amount
  6




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REIT Expenses
 REIT Preferred Share
 REIT
Share
 Specified Redemption Date
 Subsidiary
 Substitute General Partner
 Substitute Limited Partner
 Surviving Partner
 Transaction
 Transfer
 Treasury Regulations
 Valuation Date
  7




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Value
 ARTICLE II
PARTNERSHIP CONTINUATION; ADMISSION OF LIMITED PARTNERS;
NAME; PLACE OF BUSINESS AND REGISTERED AGENT
 Section 2.1 CONTINUATION
 Section 2.2 CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS
 Section 2.3 ADDITIONAL LIMITED PARTNERS
  8




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Section 2.4 NAME, OFFICE AND REGISTERED AGENT
 ARTICLE III
BUSINESS AND TERM OF PARTNERSHIP
 Section 3.1 BUSINESS
 Section 3.2 TERM
 ARTICLE IV
CAPITAL CONTRIBUTIONS
 Section 4.1 GENERAL PARTNER Exhibit A
 Section 4.2 LIMITED PARTNERS Exhibit
A Exhibit A
 Section 4.3 ADDITIONAL CAPITAL CONTRIBUTIONS AND ISSUANCES OF ADDITIONAL PARTNERSHIP
INTERESTS
  9




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ISSUANCES OF ADDITIONAL PARTNERSHIP INTERESTS
 GENERAL
   10




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UPON ISSUANCE OF ADDITIONAL SECURITIES
   11




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CERTAIN DEEMED CONTRIBUTIONS OF PROCEEDS OF ISSUANCE OF REIT SHARES
 Section 4.4 ADDITIONAL FUNDING
 Section 4.5 INTEREST
 Section 4.6 RETURN OF CAPITAL
 Section 4.7 PERCENTAGE INTEREST Exhibit A
 ARTICLE V
PROFITS, LOSSES AND ACCOUNTING
 Section 5.1 ALLOCATION OF PROFITS AND LOSSES Exhibit B
    12




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Exhibit B
   Section 5.2
ACCOUNTING
   Exhibit B
   13




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Section 5.3 PARTNERS CAPITAL ACCOUNTS
 Exhibit B Exhibit B
   Exhibit B
 Section 5.4 SECTION 754 ELECTIONS
  14




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ARTICLE VI
POWERS, DUTIES, LIABILITIES, COMPENSATION AND VOTING
OF GENERAL PARTNER
 Section 6.1 POWERS OF GENERAL PARTNER
          15




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16




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Exhibit A Exhibit A
     Section 6.2 DELEGATION OF AUTHORITY
  17




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Section 6.3 DUTIES OF GENERAL PARTNER
        Section 6.4 LIABILITIES OF GENERAL PARTNER; INDEMNIFICATION
   18




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19




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20




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Section 6.5 COMPENSATION OF GENERAL PARTNER; REIMBURSEMENT
 Section 6.6 RELIANCE ON ACT OF GENERAL PARTNER
 Section 6.7 OUTSIDE SERVICES; DEALINGS WITH AFFILIATES; OUTSIDE ACTIVITIES
       21




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Section 6.8 ADDITIONAL LOANS TO THE PARTNERSHIP
 Section 6.9 CONTRIBUTION OF ASSETS
    ARTICLE VII
RIGHTS, PROHIBITIONS AND REPRESENTATIONS
WITH RESPECT TO LIMITED PARTNERS
 Section 7.1 RIGHTS OF LIMITED PARTNERS
   22




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Section 7.2 PROHIBITIONS WITH RESPECT TO THE LIMITED PARTNERS
     Section 7.3 OWNERSHIP BY LIMITED PARTNER OF CORPORATE GENERAL PARTNER OR AFFILIATE
  23




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Section 7.4 REDEMPTION RIGHT
   24




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25




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Section 7.5 WARRANTIES AND REPRESENTATIONS OF THE LIMITED PARTNERS Exhibit A
 Section 7.6 INDEMNIFICATION BY LIMITED PARTNERS
 Section 7.7 NOTICE OF SALE OR REFINANCING
  26




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Section 7.8 BASIS ANALYSIS AND LIMITED PARTNER GUARANTEES
   ARTICLE VIII
DISTRIBUTIONS AND PAYMENTS TO PARTNERS
 Section 8.1 DISTRIBUTIONS OF CASH FLOW
   Section 8.2 REIT DISTRIBUTION REQUIREMENTS
  27




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Section 8.3 NO RIGHT TO DISTRIBUTIONS IN KIND
 Section 8.4 DISTRIBUTIONS OF DISPOSITION PROCEEDS
 Section 8.5 WITHDRAWALS
 Section 8.6 AMENDMENT
 ARTICLE IX
TRANSFERS OF INTERESTS
 Section 9.1 GENERAL PARTNER
    28




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Section 9.2 ADMISSION OF A SUBSTITUTE OR ADDITIONAL GENERAL PARTNER
   29




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Section 9.3 EFFECT OF BANKRUPTCY, WITHDRAWAL, DEATH OR DISSOLUTION OF A GENERAL PARTNER
   Section 9.4 REMOVAL OF A GENERAL PARTNER
   30




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Section 9.5 RESTRICTIONS ON TRANSFER OF LIMITED PARTNERSHIP INTERESTS
      31




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Section 9.6 ADMISSION OF SUBSTITUTE LIMITED PARTNER
   Exhibit
A
     32




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Section 9.7 RIGHTS OF ASSIGNEES OF PARTNERSHIP INTERESTS
    33




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Section 9.8 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A LIMITED PARTNER
 Section 9.9 TRANSFEREES
 Section 9.10 ABSOLUTE RESTRICTION
 Section 9.11 INVESTMENT REPRESENTATION
 ARTICLE X
TERMINATION OF THE PARTNERSHIP
 Section 10.1 TERMINATION
  34




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Section 10.2 PAYMENT OF DEBTS
 Section 10.3 DEBTS TO PARTNERS
 Section 10.4 REMAINING DISTRIBUTION
 Section 10.5 RESERVE
 Section 10.6 FINAL ACCOUNTING
 ARTICLE XI
AMENDMENTS
 Section 11.1 AUTHORITY TO AMEND
   35




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Section 11.2 NOTICE OF AMENDMENTS
 ARTICLE XII
POWER OF ATTORNEY
 Section 12.1 POWER
    36




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Section 12.2 SURVIVAL OF POWER
 ARTICLE XIII
CONSENTS, APPROVALS, VOTING AND MEETINGS
 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL
      37




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Section 13.2 MEETINGS OF LIMITED PARTNERS
 Section 13.3 OPINION
 Section 13.4 SUBMISSIONS TO PARTNERS
 ARTICLE XIV
MISCELLANEOUS
 Section 14.1 GOVERNING LAW
 Section 14.2 AGREEMENT FOR FURTHER EXECUTION
  38




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Section 14.3 ENTIRE AGREEMENT
 Section 14.4 SEVERABILITY
 Section 14.5 NOTICES Exhibit A
 Section 14.6 TITLES AND CAPTIONS
 Section 14.7 COUNTERPARTS
 Section 14.8 PRONOUNS
  39




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Section 14.9 SURVIVAL OF RIGHTS
 Section 14.10 WAIVER
 Section 14.11 CREDITORS
 Section 14.12 UNIT CERTIFICATES
   40




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GENERAL PARTNER
EDUCATION REALTY OP GP, INC., a Delaware corporationBy:
    /s/ Paul O. BowerPaul O. Bower, PresidentLIMITED PARTNERS
EDUCATION REALTY LIMITED PARTNER, LLC, a Delaware limited liability
companyBy:
    /s/ Paul O. BowerPaul O. Bower, PresidentEDUCATION REALTY OP LIMITED PARTNER
TRUST, a Maryland business trustBy:
    /s/ Paul O. BowerPaul O. Bower, President Signature Page to ERT Operating Partnership LPA




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ALLEN & OHARA, INC.By:
    /s/ Paul O. BowerPaul O. Bower, President and CEO Signature Page to ERT Operating Partnership LPA




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JPI MULTIFAMILY INVESTMENTS L.P.,
a Delaware limited partnershipBy:
    New GP LLC, a Delaware limited liability company, its General PartnerBy:
    /s/ James W. Morgan, Jr.Name:
    James W. Morgan, Jr.Title:
    Assistant Vice President Signature Page to ERT Operating Partnership LPA




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/s/ Paul O. BowerPaul O. Bower Signature Page to ERT Operating Partnership LPA




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/s/ Thomas J. HickeyThomas J. Hickey Signature Page to ERT Operating Partnership LPA




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/s/ Craig L. CardwellCraig L. Cardwell Signature Page to ERT Operating Partnership LPA




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/s/ Wallace L. WilcoxWallace L. Wilcox Signature Page to ERT Operating Partnership LPA




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/s/ Randall H. BrownRandall H. Brown Signature Page to ERT Operating Partnership LPA




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EDUCATION REALTY TRUST, INCBy:
    /s/ Paul O. BowerPaul O. Bower, President and CEO Signature Page to ERT Operating Partnership LPA




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EXHIBIT A
 LIST
OF PARTNERS AND CONTRIBUTEDASSETS AS OF JANUARY 31, 2005
 Agreed Value of
    
    
    Common
    
    
    CommonInitial Contributed
    
    Contributed
    
    
    Partnership
    
    
    PercentageAsset
    
    Asset
    
    
    Units
    
    
    InterestPartners:General Partner:Education Realty OP GP, Inc.
    
    Cash in the amount of $332,160
    
    $
    332,160
    
    
    
    20,760
    
    
    
    .1
    %Limited Partners:Education Realty Limited Partner Trust
    
    Cash in the Amount of $306,451,840
    
    $
    306,451,840
    
    
    
    19,153,240
    
    
    
    92.26
    %Education Realty Limited Partner, LLC
    
    Cash in the Amount of $100
    
    $
    100
    
    
    
    220,000
    
    
    
    1.1
    %Membership Interests in C Station,  L.L.C.**Shares of Allen & OHara Education Services, Inc.**Allen & OHara, Inc.
    
    Interest in Gables property*
    
    $
    10,374,352
    
    
    
    648,397
    
    
    
    3.1
    %Membership Interest in Education Properties Trust, LLC*Paul O. Bower
    
    Membership Interest in C Station, L.L.C.
    
    $
    2,256
    
    
    
    141
    
    
    
    .01
    %Membership Interests in C Station, L.L.C.*Shares of Allen & OHara Education Services, Inc.*
  A-1




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Agreed Value of
    
    
    Common
    
    
    CommonInitial Contributed
    
    Contributed
    
    
    Partnership
    
    
    PercentageAsset
    
    Asset
    
    
    Units
    
    
    InterestThomas J. Hickey
    
    Interest in Gables property*
    
    $
    692,560
    
    
    
    43,285
    
    
    
    .2
    %Membership Interests in Education Properties Trust, LLC*Membership Interest in C Station, L.L.C.**Shares of Allen & OHara Education Services, Inc.*Craig L. Cardwell
    
    Interest in Gables property*
    
    $
    706,688
    
    
    
    44,168
    
    
    
    .21
    %Membership Interest in Education Properties Trust, LLC*Membership Interests in C Station, L.L.C.*Shares of Allen & OHara Education Services, Inc.*Randall H. Brown
    
    Interest in Gables property*
    
    $
    692,560
    
    
    
    43,285
    
    
    
    .2
    %Membership Interest in Education Properties Trust, LLC*Membership Interests in C Station, L.L.C.*Shares of Allen & OHara Education Services, Inc.*
  A-2




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Agreed Value of
    
    
    Common
    
    
    CommonInitial Contributed
    
    Contributed
    
    
    Partnership
    
    
    PercentageAsset
    
    Asset
    
    
    Units
    
    
    InterestWallace L. Wilcox
    
    Interest in Gables property*
    
    $
    692,560
    
    
    
    43,285
    
    
    
    .2
    %Membership Interest in Education Properties Trust, LLC*Membership Interests in C Station, L.L.C.*Shares of Allen & OHara Education Services, Inc.*William W. Harris
    
    Interest in Gables property*
    
    $
    692,560
    
    
    
    43,285
    
    
    
    .2
    %Membership Interest in Education Properties Trust, LLC*An undivided interest in the projects known as Jefferson Commons  Columbia, L.P. and Jefferson Commons  Phase II LimitedJPI Multifamily Investments L.P.
    
    Partnership pursuant to that certain Contract of Sale/Contribution dated September 21, 2004
    
    $
    7,995,008
    
    
    
    499,688
    
    
    
    2.4
    %
 *
    
    Such Limited Partner held an indirect interest in such contributed property and received Common
Partnership Units by virtue of one or a series of distributions by the direct owners (and any other
indirect owners) of such contributed property.**
    
    Such Limited Partner held a direct interest in a portion of such contributed property as well as
an indirect interest in a portion of such contributed property. Such Limited Partner received the
Common Partnership Units attributable to its indirect interest in such contributed property by
virtue of one or a series of distributions by the direct owners (and any other indirect owners) of
such contributed property.  A-3




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EXHIBIT B
 FEDERAL INCOME TAX MATTERS
  A. SPECIAL ALLOCATION PROVISIONS.
       B-1




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B-2




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B. CAPITAL ACCOUNT ADJUSTMENTS AND 704(c) TAX ALLOCATIONS.
       B-3




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C. DEFINITIONS.
  ADJUSTED CAPITAL ACCOUNT BALANCE
 AGREED VALUE
 BOOK TAX DIFFERENCE
  B-4




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CARRYING VALUE
 NONRECOURSE DEDUCTIONS
 NONRECOURSE LIABILITY
 PARTNER NONRECOURSE DEBT MINIMUM GAIN
 PARTNER NONRECOURSE DEBT
 PARTNER NONRECOURSE DEDUCTIONS
 PARTNERSHIP AGREEMENT
 PARTNERSHIP MINIMUM GAIN
   B-5




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EXHIBIT C
 NOTICE OF EXERCISE OF REDEMPTION RIGHT
  Dated:Name of Limited Partner:(Signature of Limited Partner)(Street Address)(City State Zip Code)IF REIT Shares are to be issued, issue to:(Name)(Social Security or Identifying Number)
  C-1