GMH Communities Trust Common Shares of Beneficial Interest UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2005 • GMH Communities Trust • Operators of apartment buildings • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GMH COMMUNITIES, LPGMH Communities Trust • November 8th, 2004 • Operators of apartment buildings • Delaware
GMH COMMUNITIES, LP (the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on May 21, 2004. This Second Amended and Restated Agreement of Limited Partnership is hereby entered into as of the 2nd day of November, 2004, by and among GMH Communities GP Trust, a Delaware trust (the “General Partner”), and the initial Limited Partners set forth on the signature pages of this Agreement.
GMH Communities Trust Common Shares of Beneficial Interest UNDERWRITING AGREEMENTGMH Communities Trust • September 20th, 2005 • Operators of apartment buildings • New York
WARRANTGMH Communities Trust • March 31st, 2005 • Operators of apartment buildings • New York
THIS CERTIFIES THAT, for $1,000,000 received, the receipt and sufficiency of which is hereby acknowledged, Vornado Realty L.P., a Delaware limited partnership ("Vornado"), with its principal office at 888 Seventh Avenue, New York, New York 10019, and/or its designated affiliates and permitted transferees and assigns (individually or collectively, the "Holder"), is entitled to purchase from time to time (1) at the LP Exercise Price (as defined below) from GMH Communities, LP, a Delaware limited partnership, with its principal office at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 (the "Company"), an LP Fixed Percentage Number (as defined below) of Limited Partnership Units or (2) at the option of the Holder and at the Trust Exercise Price (as defined below), from GMH Communities Trust, a Maryland real estate investment trust, with its principal office at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 (the "Trust"), a Trust Fixed Percentage Number (as defined below) o
EMPLOYMENT AGREEMENT BETWEEN BRUCE F. ROBINSON AND GMH COMMUNITIES TRUSTEmployment Agreement • November 8th, 2004 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
This Employment Agreement (the “Agreement”), dated as of November 2, 2004 (“Effective Date”), between GMH Communities Trust (the “Company”), and Bruce F. Robinson (the “Executive”):
PENNSYLVANIA FULL SERVICE LEASE 353 ASSOCIATES Landlord and GMH COMMUNITIES, LP Tenant 10 Campus Boulevard Newtown Square, PA 19073Lease • July 31st, 2006 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
THIS LEASE (“Lease”) is entered into as of the 2nd day of November, 2004, between 353 ASSOCIATES, a Pennsylvania limited partnership (“Landlord”), and GMH COMMUNITIES, LP, a Delaware limited partnership (“Tenant”).
EMPLOYMENT AGREEMENT BETWEENEmployment Agreement • July 31st, 2006 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
This Employment Agreement (the “Agreement”), effective as of July 1, 2006 (“Effective Date”), between GMH Communities Trust (the “Company”), and J. Patrick O’Grady (the “Executive”):
AGREEMENT AND PLAN OF MERGER AMONG GMH COMMUNITIES TRUST, GMH COMMUNITIES, INC., GMH COMMUNITIES, LP, AMERICAN CAMPUS COMMUNITIES, INC., AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, AMERICAN CAMPUS ACQUISITION LLC AND AMERICAN CAMPUS...Agreement and Plan of Merger • February 14th, 2008 • GMH Communities Trust • Operators of apartment buildings • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 11, 2008 (this “Agreement”), is made and entered into by and among GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, Inc., a wholly-owned subsidiary of the Company and a Delaware corporation (the “Delaware Company”), GMH Communities, LP, a Delaware limited partnership (the “Company Operating Partnership” and, together with the Company and the Delaware Company, the “Company Parties”), American Campus Communities, Inc., a Maryland corporation (“Parent”), American Campus Communities Operating Partnership LP, a Maryland limited partnership (the “Parent Operating Partnership”), American Campus Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Parent Operating Partnership (“REIT Merger Sub”), and American Campus Acquisition Limited Partnership LP, a Delaware limited partnership (“Partnership Merger Sub”, and together with Parent, the Parent Operating
CONTRIBUTION AGREEMENTContribution Agreement • March 28th, 2005 • GMH Communities Trust • Operators of apartment buildings • Delaware
This Contribution Agreement (“Agreement”) is entered into and shall be effective as of this 22nd day of March, 2005 (“Effective Date”), by and among GMH Communities, LP, a Delaware limited partnership (the “Acquiror” or “GMH Communities”), Gary M. Holloway, Sr. (“Gary”), Bruce F. Robinson (“Bruce”), Joseph M. Coyle (“Joseph”), Robert DiGiuseppe (“Robert”) and Denise Hubley (“Denise”). Gary, Bruce, Joseph, Robert and Denise are sometimes collectively referred to herein as the “Contributors” and each individually as a “Contributor.”
GMH COMMUNITIES TRUST EQUITY INCENTIVE PLAN RESTRICTED COMMON SHARES AWARD AGREEMENTRestricted Common Shares Award Agreement • January 5th, 2005 • GMH Communities Trust • Operators of apartment buildings • Maryland
This RESTRICTED COMMON SHARES AWARD, dated as of , 200 (the “Grant Date”), is delivered by GMH Communities Trust, a Maryland real estate investment trust (the “Company”), to (the “Participant”).
PLEDGE AGREEMENTPledge Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
This PLEDGE AGREEMENT, dated as of October 2, 2006, is made by GMH COMMUNITIES, LP, a Delaware limited partnership (“Borrower”), SAVOY VILLAGE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, CROYDEN AVENUE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, MONKS ROAD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, SOUTH CAROLINA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, RENO ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, DENTON ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, LANKFORD DRIVE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company (collectively, the “Property Pledgors”), CLARIZZ BOULEVARD ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, LAKESIDE ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, URBANA ASSOCIATES INTERMEDIATE, LLC, a Delaware limited liability company, RED MILE ROAD ASSOCIATES INTERMEDIA
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
CONSULTING AGREEMENTConsulting Agreement • July 31st, 2006 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”), is entered into as of January 1, 2006 by and between GMH Communities Trust, a Maryland trust, (the “Company”), and Joseph M. Coyle d/b/a Joseph M. Coyle Enterprises, Inc., jointly and severally (“Consultant”).
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2005 • GMH Communities Trust • Operators of apartment buildings • New York
THIS SECOND AMENDMENT OF REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made and entered into as of September 27, 2005, by and among GMH COMMUNITIES GP, LLC, a Delaware limited liability company ("GMH GP"), GMH COMMUNITIES, LP, a Delaware limited partnership (the "Partnership"), GMH COMMUNITIES TRUST, a Maryland real estate investment trust (the "Trust"), Gary M. Holloway, Sr., VORNADO CCA GAINESVILLE, L.L.C., a Delaware limited liability company ("Vornado CCA Gainesville") and VORNADO REALTY L.P., a Delaware limited partnership ("VRLP"), and the Permitted Transferees of VRLP (such entities or Permitted Transferees are sometimes referred to herein individually as an "Investor" and collectively as the "Investors"). All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Original Registration Rights Agreement (as hereinafter defined).
CONTRIBUTION AGREEMENT by and among GMH Communities, LP, GMH Communities GP, LLC and GMH LP LLC Dated as of July 27, 2004Contribution Agreement • August 11th, 2004 • GMH Communities Trust • Operators of apartment buildings • Delaware
This Contribution Agreement (this "Agreement") is made and entered into as of the 27th day of July, 2004 (the "Effective Date"), by and between GMH Communities, LP, a Delaware limited partnership ("Acquiror"), GMH LP LLC, a Delaware limited liability company ("Contributor"), and GMH Communities GP, LLC, a Delaware limited liability company ("GMH GP").
ACCOUNT CONTROL AGREEMENT AND SECURITY AGREEMENTAccount Control Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
AMENDED AND RESTATED ACCOUNT CONTROL AGREEMENT AND SECURITY AGREEMENTAccount Control Agreement • March 14th, 2008 • GMH Communities Trust • Operators of apartment buildings • New York
CREDIT AGREEMENT Dated as of November 8, 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...Credit Agreement • November 12th, 2004 • GMH Communities Trust • Operators of apartment buildings • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 8, 2004, 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.
AGREEMENT OF SALEAgreement of Sale • September 15th, 2006 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
This Agreement of Sale (“Agreement”) is entered into as of June 12, 2006 (“Effective Date”), by and between (“Seller”), and College Park Investments, LLC, a Delaware limited liability company (“Buyer”). In consideration of the mutual agreements herein set forth, and other valuable consideration, the parties hereto, intending to be legally bound, agree as follows.
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
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”).
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • August 12th, 2005 • GMH Communities Trust • Operators of apartment buildings • New York
THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Agreement”) is entered into to be effective as of August 9, 2005, 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 is a borrower pursuant to Section 2.16 of the Credit Agreement defined below (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 party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
TRUST INDENTUREGMH Communities Trust • June 5th, 2007 • Operators of apartment buildings • New York
THIS TRUST INDENTURE is made and entered into as of May 7, 2007 by and between GMH COMMUNITIES, LP, a Delaware limited partnership, as issuer (the “Issuer”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (together with any successor trustee hereunder, the “Trustee”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
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”).
LOAN AGREEMENT Dated as of October 2, 2006 Between GMH COMMUNITIES, LP, as Borrower and WACHOVIA BANK, NATIONAL ASSOCIATION, as LenderLoan Agreement • March 16th, 2007 • GMH Communities Trust • Operators of apartment buildings
THIS LOAN AGREEMENT, dated as of October 2, 2006 (as amended, restated, replaced, supplemented or otherwise modified pursuant to a written agreement signed by the parties hereto from time to time, this Agreement”), 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, Pennsylvania 19073 (“Borrower”).
EMPLOYMENT AGREEMENT BETWEEN JOSEPH M. COYLE AND GMH COMMUNITIES TRUSTEmployment Agreement • October 27th, 2004 • GMH Communities Trust • Operators of apartment buildings • Pennsylvania
This Employment Agreement (the "Agreement"), dated as of , 2004 ("Effective Date"), between GMH Communities Trust (the "Company"), and Joseph M. Coyle (the "Executive"):
FIRST AMENDMENT OF AGREEMENTS OF SALE AND DEPOSIT AND ESCROW AGREEMENTDeposit and Escrow Agreement • September 15th, 2006 • GMH Communities Trust • Operators of apartment buildings
This First Amendment of Agreements of Sale and Deposit and Escrow Agreement (“Amendment”) is entered into as of July 27, 2006, by and among Buyer, each of University Commons-East Lansing, Ltd., Capstone Commons-Athens, Ltd., University Commons-Baton Rouge, Ltd., University Commons-Bloomington, IN., Ltd., University Commons-Columbia, S.C., L.P., University Commons-Eugene, OR., Ltd., University Commons-Lexington, KY., Ltd., University Commons-Ohio, Ltd., University Commons-Starkville, Ltd., University Commons-Tuscaloosa, Ltd., University Commons-Urbana, IL., Ltd. (collectively, “Sellers”, and each a “Seller”) and Commonwealth Land Title Insurance Company (“Escrowee”)
CONTRIBUTION AGREEMENT by and between GMH Communities, LP, a Delaware limited partnership, and Corporate Flight Services, Inc., GH 353 Associates, Inc., LVWD, Ltd. GMH Capital Partners Asset Services, LP, and Gary M. Holloway Dated as of October 18, 2004Contribution Agreement • October 26th, 2004 • GMH Communities Trust • Operators of apartment buildings • Delaware
This Contribution Agreement ("Agreement") is entered into as of October 18, 2004 ("Effective Date"), by and between Corporate Flight Services, Inc. ("Flight Services"), GH 353 Associates, Inc. ("353 Inc."), LVWD, Ltd., ("LVWD"), GMH Capital Partners Asset Services, LP ("GMH Cap Partners") and Gary M. Holloway ("Holloway") (Flight Services, 353 Inc., LVWD, GMH Cap Partners and Holloway are collectively referred to herein as "Contributors"), and GMH Communities, LP, a Delaware limited partnership ("Acquiror").
LETTERHEAD OF GMH COMMUNITIES]GMH Communities Trust • March 14th, 2008 • Operators of apartment buildings
THIRD AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 26th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of April 13, 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”).
GUARANTY AGREEMENTGuaranty Agreement • June 5th, 2007 • GMH Communities Trust • Operators of apartment buildings • New York
THIS GUARANTY AGREEMENT (this “Agreement”) dated as of May 7, 2007, is made by GMH COMMUNITIES TRUST, a Maryland real estate investment trust (“GMH”), GMH Military Housing LLC, a Delaware limited liability company, GMH Military Housing Investments, LLC, a Delaware limited liability company, GMH AETC Management/Development LLC, a Delaware limited liability company, GMH Northeast Housing Design/Build LLC, a Delaware limited liability company, GMH Communities TRS, Inc., a Delaware corporation, GMH/Benham Military Communities LLC, a Delaware limited liability company, GMH/Phelps Military Communities LLC, a Delaware limited liability company, GMH Military Housing--AETC Limited Partner LLC, a Delaware limited liability company, GMH Military Housing--Carlisle/Picatinny Limited Partner LLC, a Delaware limited liability company, GMH Military Housing--Bliss/WSMR Limited Partner LLC, a Delaware limited liability company, GMH MILITARY HOUSING DEVELOPMENT, LLC, a Delaware limited liability company,
UNCONDITIONAL GUARANTY AGREEMENTUnconditional Guaranty Agreement • November 12th, 2004 • GMH Communities Trust • Operators of apartment buildings
THIS GUARANTY AGREEMENT is executed as of November 8, 2004, by GMH COMMUNITIES TRUST, a Maryland real estate investment trust (“Guarantor”), for the benefit of the Credit Parties defined below. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement (as defined below).
SECURITIES PURCHASE AGREEMENT by and among GMH COMMUNITIES TRUST, GMH COMMUNITIES, LP and BALFOUR BEATTY, INC. Dated as of February 11, 2008Securities Purchase Agreement • February 14th, 2008 • GMH Communities Trust • Operators of apartment buildings • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of February 11, 2008 (this “Agreement”) is made and entered into by and among GMH Communities Trust, a Maryland real estate investment trust (the “Company”), GMH Communities, LP, a Delaware limited partnership (the “Operating Partnership”), Balfour Beatty, Inc., a Delaware corporation (“Buyer”) and, solely for purposes of Article 8 hereof, including Section 8.12 hereof, Balfour Beatty plc, a company organized under the laws of England and Wales. The Company and the Operating Partnership are sometimes collectively referred to herein as “Sellers”.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN BRUCE F. ROBINSON AND GMH COMMUNITES TRUSTEmployment Agreement • July 31st, 2006 • GMH Communities Trust • Operators of apartment buildings
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into this 27th day of July, 2006 by and between Bruce F. Robinson (the “Executive”) and GMH COMMUNITIES TRUST (the “Company”).
THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • September 15th, 2006 • GMH Communities Trust • Operators of apartment buildings • New York
THIS THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Agreement”) is entered into to be effective as of September 6, 2006, 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 is a borrower pursuant to Section 2.16 of the Credit Agreement defined below (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 party to the Credit Agreement (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
MEMBERSHIP INTERESTS PURCHASE AGREEMENTAircraft Lease Agreement • March 1st, 2005 • GMH Communities Trust • Operators of apartment buildings • Delaware
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (the “Agreement”) is effective as of February 28, 2005 (the “Effective Date”), by and between GMH Military Housing, LLC, a Delaware limited liability company (the “Seller”), and Gary M. Holloway, Sr., in his individual capacity (the “Buyer”). Certain other terms used herein are as defined below in Section 1 or elsewhere in this Agreement.
