GMH Communities Trust
00 Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx, Xxxxxxxxxxxx 19073
October 25, 2004
Vornado Realty L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000.
Dear Sirs:
This letter confirms that notwithstanding any provision of the
Agreement of Limited Partnership of GMH Communities Trust, LP (as such agreement
may be amended, the "LP Agreement"), any units of limited partnership interest
in GMH Communities, LP acquired pursuant to the Warrant, dated July 27, 2004, as
amended, may be tendered for redemption at any time commencing six months from
the date of issuance of such units. GMH Communities Trust, GMH Communities GP
Trust, and GMH Communities Trust, LP hereby agree to waive any requirement that
such units must be held for a period in excess of six months and agree not to
take any action to prohibit such redemption.
This letter also confirms that the LP Agreement will, notwithstanding
the completion of an initial public offering by GMH Communities Trust, contain
provisions substantially identical to each of Section 5.17(k) of the LP
Agreement as such agreement exists today and Section 26 of the Warrant
Agreement, dated July, 27, 2004, as amended, between GMH Communities LP, GMH
Communities Trust and Vornado Realty L.P. (the "Warrant"), and that such
provisions will not be amended, modified or repealed so long as the Holder (as
defined in the Warrant) beneficially owns or has the right to acquire units of
limited partnership interest of GMH Communities, LP.
GMH Communities Trust
By: /s/ XXXX X. XXXXXXXX
--------------------
Name: Xxxx X. Xxxxxxxx
Title: President and CEO
GMH Communities GP Trust
By: /s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxx
Title:
GMH Communities, LP
By: GMH Communities GP Trust, sole general partner
By: /s/ XXXX X. XXXXXXXX
Name: Xxxx X. Xxxxxxxx
Title:
