AMENDMENT NO. 1 TO AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

Exhibit 10.45

AMENDMENT NO. 1

TO

AMENDED AND RESTATED MASTER CREDIT FACILITY AGREEMENT

This Amendment No. 1 to Amended and Restated Master Credit Facility Agreement (this “Amendment”), dated as of February 25, 2010, is entered into by and among (i) the Persons identified on Annex 1 attached hereto (individually and collectively, and together with their respective successors and assigns, the “Borrower”), (ii) EDUCATION REALTY TRUST, INC., a Maryland corporation, and EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (together, the “Guarantor”), (iii) RED MORTGAGE CAPITAL, INC., an Ohio corporation (the “Lender”), and (iv) XXXXXX XXX, the body corporate duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States, and its successors and assigns (“Xxxxxx Mae”), and amends that certain Amended and Restated Master Credit Facility Agreement, dated as of December 2, 2009, by and among Borrower, Guarantor, Lender and  Xxxxxx Xxx (the “Master Agreement”).

Background Statement:

A.           Borrower, Guarantor, Lender and Xxxxxx Mae executed and delivered the Master Agreement.

B.           Borrower has asked Xxxxxx Xxx and Lender to consent to certain changes to the Master Agreement to reflect changes to senior management of REIT Guarantor.

C.           Borrower, Guarantor, Lender and Xxxxxx Mae desire to amend the Master Agreement.

D.           Borrower, Guarantor, Lender and Xxxxxx Xxx intend these Recitals to be a material part of this Amendment.

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) in hand paid, the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party agrees constitutes sufficient consideration received at and before the execution hereof, the parties agree as follows:

1.           Definitions.  Capitalized terms used in this Amendment and not otherwise defined shall have the meanings given to those terms the Master Agreement.

2.           Amendment.

A.           Section 8.07(h) is hereby deleted in its entirety and replaced as follows:

(h)           Change in Senior Management.  Any change in the identity of Senior Management (the notice required under this Section 8.07 must be given promptly but in no event later than ten (10) days of such change).

B.           The definition of “Change of Control” is hereby deleted in its entirety and replaced as follows:

Amendment No. 1 to Amended and Restated

Master Credit Facility Agreement

EDR Credit Facility

Exhibit 10.45

“Change of Control” means the earliest to occur of: (a) the date on which an Acquiring Person becomes (by acquisition, consolidation, merger or otherwise), directly or indirectly, the beneficial owner of more than twenty five percent (25%) of the total ownership interest of Borrower or Guarantor then outstanding, or (b) the replacement (other than solely by reason of retirement at age sixty-five or older, death or disability) of more than fifty percent (50%) (or such lesser percentage as is required for decision-making by the board of directors or an equivalent governing body) of the members of the board of directors (or an equivalent governing body) of Borrower or Guarantor over a one-year period from the directors who constituted such board of directors at the beginning of such period and such replacement shall not have been approved by a vote of at least a majority of the board of directors of Borrower or Guarantor then still in office who either were members of such board of directors at the beginning of such one-year period or whose election as members of the board of directors was previously so approved (it being understood and agreed that in the case of any entity governed by a trustee, board of managers, or other similar governing body, the foregoing clause (b) shall apply thereto by substituting such governing body and the members thereof for the board of directors and members thereof, respectively).

C.           The definition of “Senior Management” is hereby deleted in its entirety and replaced as follows:

“Senior Management” means the Chief Financial Officer or the Chief Executive Officer of REIT Guarantor.

3.           Full Force and Effect.  Except as expressly modified hereby, the Master Agreement and all of the terms, conditions, covenants, agreements and provisions thereof remain in full force and effect and are hereby ratified and affirmed.

4.           Multiple Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall constitute an original, but which together shall constitute this Amendment.

5.           Borrower and Guarantor represent and warrant to Xxxxxx Mae and Lender as follows:

(a)           All representations and warranties set forth in the Master Certificate of Borrower Parties are true and correct in all material respects as of February 25, 2010.

(b)           There exists no Event of Default or Potential Event of Default as of February 25, 2010.

6.           Governing Law.  The provisions of Section 15.06 of the Master Agreement (entitled “Section 15.06. Choice of Law; Consent to Jurisdiction; Waiver of Jury Trial”) are hereby incorporated into this Amendment by this reference to the fullest extent as if the text of such section were set forth in its entirety herein.

[Signatures follow.]

Amendment No. 1 to Amended and Restated

Master Credit Facility Agreement

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Exhibit 10.45

BORROWER:
EDR TAMPA LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Tampa, LLC, a Delaware limited liability company, its general partner
	By:	EDR Tampa, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR STILLWATER LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Stillwater, LLC, a Delaware limited liability company, its general partner
	By:	EDR Stillwater, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President

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Exhibit 10.45

EDR WESTERN MICHIGAN LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Western Michigan, LLC, a Delaware limited liability company, its general partner
	By:	EDR Western Michigan, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR WABASH LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Wabash, LLC, a Delaware limited liability company, its general partner
	By:	EDR Wabash, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR COLUMBUS LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Columbus, LLC, a Delaware limited liability company, its general partner
	By:	EDR Columbus, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President

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Exhibit 10.45

EDR STATE COLLEGE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR State College, LLC, a Delaware limited liability company, its general partner
	By:	EDR State College, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR COLUMBIA LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Columbia, LLC, a Delaware limited liability company, its general partner
	By:	EDR Columbia, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR KNOXVILLE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Knoxville, LLC, a Delaware limited liability company, its general partner
	By:	EDR Knoxville, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President

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Exhibit 10.45

EDR LUBBOCK LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Lubbock, LLC, a Delaware limited liability company, its general partner
	By:	EDR Lubbock, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR TUCSON PHASE II LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Tucson, LLC, a Delaware limited liability company, its general partner
	By:	EDR Tucson, Inc., a Delaware corporation, its manager
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President
EDR MURFREESBORO, LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
		By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
		By: /s/ Xxxx Xxxxxxx
		Name: Xxxx Xxxxxxx
		Title: Vice President

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Exhibit 10.45

EDR AUBURN, LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware  limited partnership, its Manager
	By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President
EDR STATESBORO, LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
	By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President

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Exhibit 10.45

XXXXXX PLACE (DE), LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President
RIVER PLACE (DE), LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President

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Exhibit 10.45

XXXX PLACE (DE), LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President
WESTERN PLACE, LLC, a Georgia limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President

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Exhibit 10.45

CAPE PLACE (DE), LLC, a Delaware limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President
CARROLLTON PLACE, LLC, a Georgia limited liability company
By:	EDR Manager, LLC, a Delaware limited liability company, its Manager
	By:	Education Realty Operating Partnership, LP, a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc., a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President

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Exhibit 10.45

EDR CLEMSON PLACE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	EDR Clemson Place GP, LLC,
	a Delaware limited liability company, its General Partner
	By:	Education Realty Operating Partnership, LP,
		a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc.,
			a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President
EDR BERKELEY PLACE LIMITED PARTNERSHIP,
a Delaware limited partnership
By:	EDR Berkeley Place GP, LLC,
	a Delaware limited liability company, its General Partner
	By:	Education Realty Operating Partnership, LP,
		a Delaware limited partnership, its Manager
		By:	Education Realty OP GP, Inc.,
			a Delaware corporation, its General Partner
	By: /s/ Xxxx Xxxxxxx
	Name: Xxxx Xxxxxxx
	Title: Vice President

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Exhibit 10.45

GUARANTOR:
EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership
By:	Education Realty OP GP, Inc.
	a Delaware corporation, its general partner
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President
EDUCATION REALTY TRUST, INC., a Maryland corporation
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Vice President

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Exhibit 10.45

LENDER
RED MORTGAGE CAPITAL, INC., an
Ohio corporation
By:	/s/ X. Xxxxx Xxxxxxxxxx
Name:	X. Xxxxx Kallmerten
Title:	Senior Managing Director

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Exhibit 10.45

XXXXXX XXX
By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxxx
Title:	Vice President

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Exhibit 10.45

ANNEX 1

List of Borrowers

EDR Wabash Limited Partnership

EDR Stillwater Limited Partnership

EDR Lubbock Limited Partnership

EDR Columbus Limited Partnership

EDR Columbia Limited Partnership

EDR Western Michigan Limited Partnership

EDR Knoxville Limited Partnership

EDR Murfreesboro, LLC

EDR State College Limited Partnership

EDR Tampa Limited Partnership

EDR Tucson Phase II Limited Partnership

EDR Auburn, LLC

EDR Statesboro, LLC

Western Place, LLC

Xxxxxx Place (DE), LLC

Carrollton Place, LLC

River Place (DE), LLC

Cape Place (DE), LLC

EDR Berkeley Place Limited Partnership

EDR Clemson Place Limited Partnership

Xxxx Place (DE), LLC

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