FIRST AMENDMENT TO LOAN AGREEMENT

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.

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