**Exhibit 10.1**

 

**AircraftLease Agreement**

 

This Aircraft LeaseAgreement (the “Lease”), dated as of August 11, 2005, by and amongCorporate Flight Services, LLC, a Delaware limited liability company (“CFS”)and College Park Management, LLC, a Delaware limited liability company, GMHMilitary Housing Management LLC, a Delaware limited liability company, and GMHCommunities, LP, a Delaware limited partnership (collectively, the “Lessees,”and individually, each a “Lessee”), each of which, intending to be legally boundhereby and to bind each of their successors and assigns, agree as follows.

 

1.             Lease. CFS hereby leases to the Lessees that certain Dassault-Breguet MystereFalcon  900 Serial #3, RegistrationNumber 991RF (the “Aircraft”).

 

2.             Term. (a) Except as otherwise provided herein, this Lease shall have an initialterm of twelve months (the “Initial Term”), and shall automaticallyrenew for successive one-year terms (each, a “Renewal Term”) unlesseither CFS or the Lessees provide notice of termination to the other at leastsixty (60) days prior to the end of the Initial Term or a Renewal Term. The Initial Term and any Renewal Term hereunder being hereinafter referred toas the “Term”). This Lease shall automatically terminate on the datethat CFS transfers title to the Aircraft to an unaffiliated third party.

 

(b) “FlightPeriod” means each hour and fraction thereof that the Aircraft is madeavailable for a Lessee’s use following such Lessee’s request to CFS. Nothing herein shall require that a Lessee request to use, or use, the Aircraftfor any minimum period of time during the term of this Lease.

 

3.             Rentand Related Flight Charges.   (a) Each Lessee shall pay CFSrent for its use of the Aircraft (“Rent”) in an amount equal to $2,850 (“AircraftHourly Fixed Rent Rate”) per hour and fraction thereof occurring duringeach Flight Period, and other expenses related to the operation of the Aircraftduring its use by each Lessee.

 

(b) CFS may, fromtime to time, propose to change the Aircraft Hourly Fixed Rent Rate by writtennotice provided to the Lessees (the “Rent Change Notice”) at least thirty (30)days prior to the proposed effective date of the Rent change. The Lessees shallhave the right to terminate this Lease by providing written notice to CFS nolater than fifteen (15) days after receipt of the Rent Change Notice from CFS.

 

(c)  Rent for eachFlight Period shall be payable by a Lessee to CFS in cash on or before the 30th business day following theLessee’s receipt of CFS’ Rent statement for such Flight Period.

 

4.             AircraftCondition.  CFS represents and warrants to the Lessees that, as of thedate of this Lease: (a) the Aircraft has been inspected and maintained inaccordance with all pertinent requirements of the Federal Aviation Regulations(“FAR”), (b) all applicable airworthiness directives andmanufacturer’s service bulletins have been complied with, and (c) theAircraft is in airworthy condition.

 

5.             Custodyof Aircraft.  During each Flight Period, subject to the terms andconditions hereof, a Lessee shall have custody of the Aircraft and maydetermine the destinations of the Aircraft and flight departure times.

 

6.             Controlof Aircraft.  During all Flight Periods, CFS shall have command andoperational control over the Aircraft, all flight crews, and all servicing andloading of the Aircraft.  For the purpose of this Lease, operationalcontrol includes, without limitation, exclusive control over: (a) allflight crews; (b) determinations whether any particular flight may besafely commenced or operated; (c) assignment of flight crew to particularflights; (d) initiation and termination of all flights; (e) directionsto flight crews to conduct flights; and (f) dispatch or release offlights.

 

7.             FlightCrew Qualifications.  CFS shall use a fully-qualified flight crew,consisting of at least a pilot in command and second in command, for allflights of the Aircraft during a Flight Period.  Each such flight crewmember shall (a) be appropriately licensed and rated by the FederalAviation Administration (“FAA”) to operate the Aircraft, (b) be currentand qualified to operate an aircraft pursuant to requisite provisions of theFAR, and (c) have at least the minimum qualifications and total pilothours required by the applicable insurance policies carried by CFS for theAircraft.

 

8.             UseConsistent with Insurance.  Each Lessee agrees to use the Aircraftonly for flights that are consistent with the applicable insurance coverage forthe Aircraft.

 

9.             Passengers,Baggage and Cargo.  There may be carried on the Aircraft on allflights, under this Lease, passengers, baggage and cargo as a Lessee in itsreasonable discretion shall determine; provided, however, that the number ofpassengers shall in no event exceed the number of seats legally available inthe Aircraft and the total load, including fuel and oil in such quantities asthe pilot in command shall determine to be required, shall not exceed thelegally permissible maximum load for the Aircraft.

 

10.           Maintenance. CFS shall provide proper maintenance of the Aircraft by performing, or causingto be performed, all required inspections, repairs, modifications, maintenance,preventive maintenance, fueling, internal cleaning, external cleaning,hangaring and

 

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overhaul work completedas CFS deems necessary and as required by the FAR, pertinent FAA directives orother guidance, and by the applicable manufacturers’ maintenance and inspectionprogram.  CFS shall maintain all logbooks and records pertaining to theAircraft during the term of the Lease in accordance with the applicableFAR.  The parties agree that no period of required maintenance, preventivemaintenance, inspection or overhaul shall be delayed or postponed because of aLessee’s scheduling of the Aircraft for Flight Periods.

 

11.           Fines,Penalties and Forfeitures.  Each Lessee shall be solely responsiblefor any fines, penalties or forfeitures (except for those fines, penalties orforfeitures levied directly against the flight crew) relating to operation ofthe Aircraft under this Lease due to a violation by it, its employees, agentsor contractors of any federal, state, municipal, or other law or regulationrelating to aircraft safety or aircraft noise.

 

12.           Destructionof Aircraft.  In the event that the Aircraft is destroyed, lost ordamaged beyond repair, whether due to casualty, mechanical failure, orotherwise, this Lease shall automatically terminate as of the date of suchdestruction, loss or damage, and neither party shall have any furtherobligations hereunder; provided, however, that such termination shall in no wayeffect, impair or limit (a) any liability or obligation of one party tothe other which had occurred prior to such destruction, loss or damage, or (b) anyliability of the Lessees to CFS and/or CFS to the Lessees as a result ofnegligence or willful misconduct resulting in such destruction, loss or damage.

 

13.           Damageto Aircraft.  In the event the Aircraft is partially destroyed ordamaged, CFS shall have the option, in its sole discretion, to either (a) repairthe Aircraft in order that it shall be placed in as least as good condition asit was prior to such partial destruction or damage, or (b) terminate theLease.  Within fifteen (15) days after the date of such partialdestruction or damage, CFS shall give written notice to the Lessees specifyingwhether CFS has elected to fully repair the Aircraft or to terminate thisLease, which termination shall be effective immediately upon such writtennotice from CFS to the Lessees setting forth CFS’ election to so terminate thisLease.

 

14.           Representationsand Warranties.  CFS and the Lessees represent and warrant to theother that: (a) each is duly qualified and in good standing in its stateof formation; (b) this Lease is duly executed and is in conformance withits respective charter documents; (c) the officer executing this Lease onits behalf has the requisite power and authority to execute the same; (d) thisLease is duly authorized by all necessary limited liability company, or suchother requisite, action; (e) this Lease is a valid and binding obligationand is enforceable against the party in accordance with its terms; and (f) itis qualified to do business in each jurisdiction in which such qualification isnecessary.

 

15.           ClaimsAgainst the Aircraft.  Each Lessee agrees that, throughout the Term ,it shall not cause or permit, through any of its own acts or failures to act,any liens, claims or encumbrances to attach to the Aircraft.

 

16.           Carriageof Contraband.  Each Lessee agrees that, throughout the Term, it shallnot cause or permit the carriage of contraband, prohibited hazardous materialor illegal controlled substances aboard the Aircraft during any Flight Period.

 

17.           Terminationfor Cause.  If the Lessees shall fail to timely, fully and diligentlycomply with any term or provision of this Lease, CFS shall have the right, atits option, to terminate this Lease, which termination shall be effectiveimmediately upon written notice from CFS to the Lessees setting forth CFS’election to so terminate this Lease.

 

18.           Assignment. This Lease is not and shall not be assigned by either party without the priorwritten consent of the other party.  This Lease shall inure to the benefitof and be binding upon the parties hereto and, subject to the restrictioncontained in the preceding sentence, their respective successors, assigns,heirs, distributees and executors.

 

19.           FurtherAssurances.  The parties agree to and shall, from time to time, do andperform such other and further acts, and execute and deliver any and all suchother and further instruments as may be required by law or reasonably requestedby the other party to establish, maintain and protect the respective rights andremedies of the other as provided in the Lease and to carry out the intent andpurpose of this Lease.

 

20.           GoverningLaw.  This Lease shall be interpreted in accordance with, andperformance shall be governed by, the internal laws of the State of Delaware,regardless of the conflicts of laws principles thereof.

 

21.           EntireLease.  This Lease supersedes any and all other leases, whether oralor in writing expressed or implied, between the parties hereto with respect tothe Aircraft and contains all of the covenants and leases between the partieswith respect to the subject matter hereof.  Each party to this Lease acknowledgesthat no representation, inducement, promises or Leases of any nature have beenmade by any party or any person acting on behalf of any party which are notembodied herein and that no lease, statement or promise concerning the subjectmatter of this Lease which is not contained in the lease shall be valid orbinding.

 

22.           Notices. Any notices, requests, claims, demand and other communications required orpermitted to be given hereunder shall be given in writing and shall bedelivered (a) in person, (b) by certified mail, postage prepaid,return receipt requested, (c) by a commercial overnight courier thatguarantees next day delivery and provides to the sender a delivery receipt or (d) bylegible facsimile (followed by hard copy delivered in accordance with precedingsubsections (a)-(c)). Any notice shall be effective only upon receipt (orrefusal by the intended recipient to accept delivery). Such notices shall beaddressed as follows:

 

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| CFS:         |   | Corporate Flight  Services, LLC        |
|--------------|--------|----------------------------------------|
|         |   | 10 Campus Boulevard                    |
|         |   | Newtown Square, PA  19073              |
|         |   | Attention: Gary M.  Holloway, Sr. |
|         |   | Fax: 610-355-8480                      |
|         |   |                                   |
| GMH Military |   | GMH Military Housing,  LLC             |
| Housing      |   | 10 Campus Boulevard                    |
| Management   |   | Newtown Square, PA  19073              |
| LLC:         |   | Attention: Joseph M.  Macchione        |
|         |   | Fax: 610-355-8480                      |
|         |   |                                   |
| College Park |   | College Park  Management, LLC          |
| Management,  |   | 10 Campus Boulevard                    |
| LLC:         |   | Newtown Square, PA  19073              |
|         |   | Attention: Joseph M.  Macchione        |
|         |   | Fax: 610-355-8480                      |
|         |   |                                   |
| GMH          |   | GMH Communities, LP                    |
| Communities, |   | 10 Campus Boulevard                    |
| LP:          |   | Newtown Square, PA  19073              |
|         |   | Attention: Joseph M.  Macchione        |
|         |   | Fax: 610-355-8480                      |

 

or to such other addressas either party may from time to time specify in writing to the other party.

 

23.           Amendmentof Lease.  This Lease cannot be and shall not be modified, altered oramended expect as specifically provided herein or by a written amendment tothis Lease executed by each of the parties hereto.

 

24.           Severability. The provisions of this Lease shall be deemed independent and severable and theinvalidity, partial invalidity or unenforceability of any one provision orportion of this Lease shall not affect the validity or enforceability of anyother provision of this Lease.  Any provision of this Lease which isprohibited or unenforceable in any jurisdiction shall as to such jurisdictionbe ineffective to the extent of such prohibition or unenforceability, and anyprohibition of unenforceability in any particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction.

 

25.           Headings. The headings of the paragraph contained in this Lease are inserted forconvenience only and shall not constitute a part of this Lease.

 

26.           Counterparts. This Lease may be executed in two or more counterparts, each of which shall bebinding as of the date first written above, and all of which shall constituteone and the same instrument.  Each such copy shall be deemed an original,and it shall not be necessary in making proof of this Lease to produce oraccount for more than one such counterpart.

 

[Signatures appearon following page(s)]

 

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IN WITNESS WHEREOF, theparties hereto have caused this Lease to be duly executed as of the date firstwritten above.

 

 
| ** ** | ** ** | **CORPORATE  FLIGHT SERVICES, LLC, by****its sole member** |
|------------|------------|------------------------------------------------------------|
| ** ** | ** ** | ** **                                                 |
| ** ** | ** ** | ** **                                                 |
|       |       | By:                                                        |  /s/ Gary M.  Holloway, Sr. |   |
|       |       | Gary M.  Holloway, Sr.                                |
|       |       |                                                       |
|       |       |                                                       |
| ** ** | ** ** | **GMH  MILITARY HOUSING MANAGEMENT  LLC**                  |
|       |       |                                                       |
|       |       | By:                                                        |   /s/ Joseph  M. Macchione |   |
|       |       | Name: Joseph M.  Macchione                                 |
|       |       | Title: Vice President                                      |
|       |       |                                                       |
|       |       |                                                       |
| ** ** | ** ** | **COLLEGE  PARK MANAGEMENT, LLC**                          |
|       |       |                                                       |
|       |       | By:                                                        |   /s/ Joseph  M. Macchione |   |
|       |       | Name: Joseph M. Macchione                                  |
|       |       | Title: Vice President  and Secretary                       |
|       |       |                                                       |
|       |       |                                                       |
| ** ** | ** ** | **GMH  COMMUNITIES, LP,**                                  |
| ** ** | ** ** | **by its  sole general partner**                           |
|       |       |                                                       |
| ** ** | ** ** | **GMH  Communities GP Trust**                              |
|       |       |                                                       |
|       |       |                                                       |
|       |       | By:                                                        |   /s/ Gary M.  Holloway, Sr. |   |
|       |       | Name: Gary M.  Holloway, Sr.                          |
|       |       | Title: Managing Trustee                                    |
|            |            |                                                            |  |  |  |

 

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