SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____)*
GMH Communities Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, par value $0.001 per share
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(Title of Class of Securities)
36188G 10 2
(CUSIP Number)
Joseph Macnow
Vornado Realty Trust
888 Seventh Avenue
New York, New York 10019
(212) 894-7000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
William G. Farrar
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
October 28, 2004
-----------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
(Continued on following pages)
(Page 1 of 11 Pages)
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP NO. 36188G 10 2 13D PAGE 2 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO REALTY TRUST 22-1657560
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,496,724(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,496,724(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,496,724(1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.13%(2)(3)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (REAL ESTATE INVESTMENT TRUST)
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(1) Consists of Common Shares that may be acquired pursuant to a Warrant.
(2) Assuming issuance of 5,496,724 Common Shares upon exercise of the Warrant.
(3) Based upon 28,571,429 Common Shares outstanding on November 2, 2004 upon
closing of the Issuer's initial public offering as stated in the Issuer's
Prospectus dated October 28, 2004.
Page 2 of 11 Pages
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CUSIP NO. 36188G 10 2 13D PAGE 3 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO REALTY L.P. 13-3925979
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,496,724(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,496,724(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,496,724(1)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.13%(2)(3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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(1) Consists of Common Shares that may be acquired pursuant to a Warrant.
(2) Assuming issuance of 5,496,724 Common Shares upon exercise of the Warrant.
(3) Based upon 28,571,429 Common Shares outstanding on November 2, 2004 upon
closing of the Issuer's initial public offering as stated in the Issuer's
Prospectus dated October 28, 2004.
Page 3 of 11 Pages
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CUSIP NO. 36188G 10 2 13D PAGE 4 OF 11 PAGES
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1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VORNADO CCA GAINESVILLE, L.L.C. 22-3702578
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF ------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) (1) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (LIMITED LIABILITY COMPANY)
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(1) As further described under Item 3 of this Schedule 13D, Vornado CCA
Gainesville, L.L.C. currently holds 671,190 units of limited partnership
interest in GMH Communities, LP which are redeemable commencing November 2,
2005, at the option of Vornado CCA Gainesville, L.L.C. for Common Shares
at the rate of one Common Share for each Unit redeemed or, at the option of
Issuer, cash equal to the fair market value of one Common Share. None of
such Units are beneficially owned as of the date hereof.
Page 4 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common Shares of Beneficial Interest of GMH
Communities Trust, a Maryland real estate investment trust (the "Issuer"), par
value $0.001 per share ("Common Shares"). The principal executive offices of the
Issuer are located at 10 Campus Boulevard Newtown Square, Pennsylvania 19073.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This statement is being filed by Vornado Realty Trust,
a Maryland real estate investment trust ("Vornado"), Vornado Realty L.P., a
Delaware limited partnership ("VRLP") and Vornado CCA Gainesville, L.L.C., a
Delaware limited liability company ("CCA", and together with Vornado and VRLP,
the "Reporting Persons"). The Reporting Persons entered into a joint filing
agreement dated November 9, 2004, a copy of which is attached as Exhibit 1.
The business address of each Reporting Person is 888 Seventh Avenue,
New York, New York 10019. Additional information about each Trustee and
executive officer of Vornado is set forth in Schedule I. All of the persons
listed in Schedule I are citizens of the United States of America.
(d) and (e). No Reporting Person, nor to the best knowledge of the
Reporting Persons any of the persons listed in Schedule I, has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was, or is, subject to a judgment, decree or final order
enjoining future violation of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
VRLP used $1,000,000 of cash on hand to purchase a warrant, dated July
27, 2004, as amended (the "Warrant"), issued by the Issuer and GMH Communities,
LP ("GMH LP"). A portion of the Warrant was exercised automatically on November
2, 2004 in connection with the closing of the initial public offering of the
Issuer to acquire for $50,000,000 in cash 6,666,667 units of limited partnership
interest ("Units") in GMH LP. The $50,000,000 in cash was obtained from the
repayment by GMH LP of a preferred partnership interest held by VRLP that was
extinguished in connection with the closing of the initial public offering of
the Issuer. CCA acquired 671,190 Units on November 2, 2004 upon contribution of
property to GMH LP pursuant to a prior agreement. The 6,666,667 Units acquired
upon automatic exercise of the Warrant are redeemable commencing May 2, 2005, at
the option of VRLP, for Common Shares at the rate of one Common Share for each
Unit redeemed or, at the option of the Issuer, cash equal to the fair market
value of one Common Share. The 671,190 Units acquired upon contribution of
property are redeemable commencing November 2, 2005, at the option of CCA, for
Common Shares at the rate of one Common Share for each Unit redeemed or, at the
option of the Issuer, cash equal to the fair market value of one Common Share.
Accordingly none of such Units are beneficially owned as of the date hereof.
As of the date hereof, the Warrant is exercisable at any time or from
time to time for 5,496,724 Common Shares or Units at a price per Share or Unit
of $9.096. The exercise period for the Warrant expires on May 2, 2006. The
Warrant contains standard anti-dilution protections.
ITEM 4. PURPOSE OF THE TRANSACTION.
As of November 2, 2004, following the completion of the Issuer's
initial public offering, the Warrant is exercisable at any time or from time to
time for 5,496,724 Common Shares or Units at a price per Share or Unit of
$9.096. The exercise period for the Warrant expires on May 2, 2006. The Warrant
contains standard anti-dilution protections. Because VRLP has the right to
acquire the 5,496,724 Common Shares within 60 days, VRLP and Vornado are deemed
to be the beneficial owner of those Common Shares pursuant to Rule 13d-3(d)(i),
promulgated under the Securities Exchange Act of 1934, as amended. Because the
Units held by VRLP and CCA may not be redeemed for Common Shares within 60 days,
such Common Shares are not deemed to be beneficially owned as of the date
hereof.
The Warrant provides that so long as VRLP holds Common Shares or Units
acquired at an aggregate price of not less than $10 million, then it shall have
the right, but not the obligation, to appoint Michael D. Fascitelli or such
other executive officer of Vornado that is reasonably acceptable to the Issuer,
to the board of trustees of the Issuer. In the event VRLP has exercised this
right
Page 5 of 11 Pages
of appointment, the Issuer and Gary M. Holloway, the Chairman, Chief
Executive and President of the Issuer, have agreed to take such actions as are
necessary to cause the person so appointed to be elected and re-elected by the
shareholders of the Issuer, including, but not limited to, naming such person in
any proxy statement and causing such person to be nominated by the nominating
committee of the board for election and re-election to the Issuer's board of
trustees for so long as (i) such person desires to serve and (ii) VRLP holds
Common Shares or Units acquired at an aggregate price of not less than $10
million.
VRLP and Vornado intend to hold the Warrant and the Reporting Persons
intend to hold any Common Shares or Units acquired or to be acquired for
investment purposes. The Reporting Persons expect to evaluate on an ongoing
basis the Issuer's financial condition, results of operations, business and
prospects, the market price of the Common Shares, conditions in securities
markets generally and in the market for shares of companies like the Issuer,
general economic and industry conditions and other factors that the Reporting
Persons deem relevant to their investment decisions. Based on such evaluations,
the Reporting Persons may at any time or from time to time determine to acquire
additional Units, Common Shares, or securities convertible into or exchangeable
for Common Shares or derivatives relating to Common Shares, or dispose of Units
or Common Shares or securities convertible into or exchangeable for Common
Shares or derivatives relating to Common Shares that the Reporting Persons own
or may hereafter acquire, through open market or privately negotiated
transactions or otherwise, at such prices and on such terms as they deem
advisable. In addition, based on the Reporting Persons' continuing evaluation of
the foregoing factors, the Reporting Persons reserve the right to change their
plans and intentions at any time or from time to time, as they deem appropriate.
Pursuant to a Registration Rights Agreement, dated as of July 27, 2004,
as amended, the Issuer has granted certain registration rights to VRLP for any
Common Shares acquired upon exercise of the Warrant or upon redemption of Units
and to CCA with respect to any Common Shares acquired upon redemption of Units.
Except as disclosed herein, none of the Reporting Persons, nor to the
best knowledge of the Reporting Persons any of the persons listed in Schedule I,
has any plans or proposals which relate to or which would result in any of the
actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
However, as part of their ongoing evaluation of this investment, the Reporting
Persons may formulate new plans or proposals which could relate to or which
could result in one or more of the actions referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). See the rows numbered 7, 8, 9, 10, 11 and 13 on each of
pages 2, 3 and 4 above, which are incorporated herein by reference.
To the best knowledge of the Reporting Persons, none of the persons
listed on Schedule I beneficially own any Common Shares.
Each Reporting Person hereby disclaims beneficial ownership of any
shares of Common Stock held by any other Reporting Person.
(c) Except for the acquisition of the Warrant, its amendment and its
exercise, no transactions in the Common Shares were effected by the Reporting
Persons during the past 60 days by the Reporting Persons, or, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule I
hereto during the past 60 days.
(d) No person is known by any Reporting Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any of the Common Shares that may be deemed to be beneficially
owned by any Reporting Person, except in the case of the Common Shares
beneficially owned pursuant to the Warrant, VRLP and Vornado.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As further described in Items 3 and 4, VRLP is party to a Warrant
pursuant to which it has the right to acquire at any time or from time to time
for a period expiring on May 2, 2006 from the Issuer 5,496,724 Common Shares or
from GMH LP 5,496,724 Units at a price per Share or Unit of $9.096, or an
aggregate of $50,000,000. The Warrant contains standard anti-dilution
protections.
Page 6 of 11 Pages
The Warrant also provides that so long as VRLP holds Common Shares or
Units acquired at an aggregate price of not less than $10 million, then it shall
have the right, but not the obligation, to appoint Michael D. Fascitelli or such
other executive officer of Vornado that is reasonably acceptable to the Issuer,
to the board of trustees of the Issuer. In the event the Issuer has exercised
this right of appointment, the Issuer and Gary M. Holloway have agreed to take
such actions as are necessary to cause the person so appointed to be elected and
re-elected by the shareholders of the Issuer, including, but not limited to,
naming such person in any proxy statement and causing such person to be
nominated by the nominating committee of the board for election and re-election
to the Issuer's board of trustees for so long as (i) such person desires to
serve and (ii) the VRLP holds Common Shares or Units acquired at an aggregate
price of not less than $10 million.
Pursuant to a Letter Agreement, dated October 25, 2004, among VRLP, the
Issuer, GMH LP and GMH Communities GP Trust, any Units pursuant to the Warrant
acquired have a six month holding period before they may be tendered for
redemption.
In connection with the closing of the Issuer's initial public offering,
VRLP and CCA agreed with the underwriters of that offering not to dispose of any
Common Shares or Units until May 2, 2005.
The foregoing summary of the Warrant, the Registration Rights Agreement
and the Letter Agreement do not purport to be complete and are qualified in
their entirety by the actual terms of these documents, which are attached as
Exhibits hereto and are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Joint Filing Agreement, dated November 9, 2004, between
Vornado Realty Trust, Vornado Realty L.P. and Vornado CCA Gainesville,
L.L.C.
Exhibit 2 - Warrant, dated July 27, 2004, as amended, between Vornado
Realty L.P., GMH Communities Trust and GMH Communities LP (incorporated
by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K
filed October 29, 2009 (File No. 001-32290)).
Exhibit 3 - Registration Rights Agreement, dated as of July 27, 2004
by and among GMH Communities Trust, GMH Communities LP, GMH Communities
GP, LLC, Gary M. Holloway, and Vornado Realty L.P.
Exhibit 4 - Amendment, dated as of November 2, 2004, to Registration
Rights Agreement, dated as of July 27, 2004 by and among GMH
Communities Trust, GMH Communities LP, GMH Communities GP, LLC, Gary M.
Holloway, and Vornado Realty L.P.
Exhibit 5 - Letter Agreement, dated October 25, 2004, among Vornado
Realty L.P., GMH Communities Trust, GMH Communities GP Trust, and GMH
Communities LP.
Page 7 of 11 Pages
SCHEDULE I
THE FOLLOWING IS A LIST OF TRUSTEES AND EXECUTIVE OFFICERS OF VORNADO REALTY
TRUST, THEIR RESIDENCE OR BUSINESS ADDRESS, THEIR PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY ORGANIZATION
IN WHICH SUCH EMPLOYMENT IS CONDUCTED.
NAME RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Steven Roth Vornado Realty Trust Chairman of the Board and Chief Executive Officer of Vornado, 888
(Trustee of Vornado) 888 Seventh Avenue Seventh Avenue, New York, New York 10019; managing general partner
New York, New York 10019 of Interstate Properties ("Interstate"), a partnership engaged in
real estate and other investments, c/o Vornado Realty Trust, Seventh
Avenue, New York, New York 10019.
Michael D. Fascitelli Vornado Realty Trust President of Vornado Realty Trust, 888 Seventh Avenue, New York, New
(Trustee of Vornado) (see address above) York 10019.
Robert P. Kogod c/o Vornado Realty Trust Trustee of Archstone-Smith Trust, 9200 E. Panorama Circle, Ste. 400,
(Trustee of Vornado) (see address above) Englewood, CO 80112.
David M. Mandelbaum c/o Vornado Realty Trust Member of the law firm of Mandelbaum & Mandelbaum, P.C., 80 Main
(Trustee of Vornado) (see address above) Street, West Orange, New Jersey 07052; a general partner of
Interstate (see details above).
Stanley Simon c/o Vornado Realty Trust Owner of Stanley Simon and Associates, management and financial
(Trustee of Vornado) (see address above) consultants, 70 Pine Street, Room 3301, New York, New York 10270.
Robert H. Smith Vornado Realty Trust Chairman of the Charles E. Smith Commercial Realty Division of
(Trustee of Vornado) (see address above) Vornado Realty Trust, 888 Seventh Avenue, New York, New York 10019;
Trustee of Archstone-Smith Trust, 9200 E. Panorama Circle, Ste. 400,
Englewood, CO 80112.
Ronald G. Targan c/o Vornado Realty Trust President of Malt Products Corporation of New Jersey, a producer of
(Trustee of Vornado) (see address above) malt syrup, 88 Market Street, Saddle Brook, New Jersey 07663.
Richard R. West c/o Vornado Realty Trust Dean Emeritus, Leonard N. Stern School of Business, New York
(Trustee of Vornado) (see address above) University, Henry Kaufman Management Center, 44 West Fourth Street,
New York, New York 10012.
Russell B. Wight, Jr. c/o Vornado Realty Trust A general partner of Interstate (see details above).
(Trustee of Vornado) (see address above)
Melvyn H. Blum Vornado Realty Trust Executive Vice President---Development of Vornado Realty Trust, 888
(see address above) Seventh Avenue, New York, New York 10019.
Michelle Felman Vornado Realty Trust Executive Vice President---Acquisitions of Vornado Realty Trust, 888
(see address above) Seventh Avenue, New York, New York 10019.
David R. Greenbaum Vornado Realty Trust President of the New York City Office Division of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Christopher Kennedy Vornado Realty Trust President of the Merchandise Mart Division of Vornado Realty Trust,
(see address above) 888 Seventh Avenue, New York, New York 10019.
Page 8 of 11 Pages
Joseph Macnow Vornado Realty Trust Executive Vice President---Finance and Administration and Chief
(see address above) Financial Officer of Vornado Realty Trust, 888 Seventh Avenue, New
York, New York 10019.
Sandeep Mathrani Vornado Realty Trust Executive Vice President---Retail Real Estate of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Mitchell N. Schear Vornado Realty Trust President of Charles E. Smith Commercial Realty of Vornado Realty
(see address above) Trust, 888 Seventh Avenue, New York, New York 10019.
Wendy Silverstein Vornado Realty Trust Executive Vice President---Capital Markets of Vornado Realty Trust,
(see address above) 888 Seventh Avenue, New York, New York 10019.
Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
Reporting Person, each Reporting Person certifies that the information set forth
in this statement is true, complete and correct.
Date: November 9, 2004
VORNADO REALTY TRUST
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
VORNADO REALTY L.P.
By: Vornado Realty Trust,
its general partner
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
VORNADO CCA
GAINESVILLE, L.L.C.
By: Vornado Realty L.P.,
Its sole member
By: Vornado Realty Trust,
its general partner
By: /s/ JOSEPH MACNOW
Name: Joseph Macnow
Title: Executive Vice President-
Finance and Administration,
Chief Financial Officer
Page 10 of 11 Pages
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
1 Joint Filing Agreement, dated November 9, 2004, between
Vornado Realty Trust, Vornado Realty L.P. and Vornado
CCA Gainesville.
2 Warrant, dated July 27, 2004, as amended, between
Vornado Realty L.P., GMH Communities Trust and GMH
Communities LP. (incorporated by reference to Exhibit
10.1 to the Issuer's Current Report on Form 8-K filed
October 29, 2009 (File No. 001-32290)).
3 Registration Rights Agreement, dated as of July 27,
2004 by and among GMH Communities Trust, GMH Communities
LP, GMH Communities GP, LLC, Gary M. Holloway, and
Vornado Realty L.P.
4 Amendment, dated as of November 2, 2004, to Registration
Rights Agreement, dated as of July 27, 2004 by and among
GMH Communities Trust, GMH Communities LP, GMH
Communities GP, LLC, Gary M. Holloway, and Vornado
Realty L.P.
5 Letter Agreement, dated October 25, 2004, among Vornado
Realty L.P., GMH Communities Trust, GMH Communities GP
Trust, and GMH Communities LP.
Page 11 of 11 Pages