Exhibit 10.1


 


Aircraft Lease Agreement


 


This Aircraft Lease
Agreement (the “Lease”), dated as of August 11, 2005, by and among
Corporate Flight Services, LLC, a Delaware limited liability company (“CFS”)
and College Park Management, LLC, a Delaware limited liability company, GMH
Military Housing Management LLC, a Delaware limited liability company, and GMH
Communities, LP, a Delaware limited partnership (collectively, the “Lessees,”
and individually, each a “Lessee”), each of which, intending to be legally bound
hereby and to bind each of their successors and assigns, agree as follows.


 


1.                                       Lease.  CFS hereby leases to the
Lessees that certain Dassault-Breguet Mystere Falcon 200 aircraft, Manufacturer’s
Serial No. 513, registration no. N618GH (the “Aircraft”).


 


2.                                       Term.  (a) Except as otherwise
provided herein, this Lease shall have an initial term of twelve months (the “Initial
Term”), and shall automatically renew for successive one-year terms (each,
a “Renewal Term”) unless either CFS or the Lessees provide notice of
termination to the other at least sixty (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 to as
the “Term”). This Lease shall automatically terminate on the date that
CFS transfers title to the Aircraft to an unaffiliated third party.


 


(b) “Flight Period”
means each hour and fraction thereof that the Aircraft is made available 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 Aircraft for any minimum period of time during the
term of this Lease.


 


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


 


(b) CFS may, from time
to time, propose to change the Aircraft Hourly Fixed Rent Rate by written
notice 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 shall
have the right to terminate this Lease by providing written notice to CFS no
later than fifteen (15) days after receipt of the Rent Change Notice from CFS.


 


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


 


4.                                       Aircraft Condition.  CFS
represents and warrants to the Lessees that, as of the date of this Lease: (a) the
Aircraft has been inspected and maintained in accordance with all pertinent
requirements of the Federal Aviation Regulations (“FAR”), (b) all
applicable


 





















 


airworthiness directives and manufacturer’s service
bulletins have been complied with, and (c) the Aircraft is in airworthy
condition.


 


5.                                       Custody of Aircraft. 
During each Flight Period, subject to the terms and conditions hereof, a
Lessee shall have custody of the Aircraft and may determine the destinations of
the Aircraft and flight departure times.


 


6.                                       Control of Aircraft. 
During all Flight Periods, CFS shall have command and operational
control over the Aircraft, all flight crews, and all servicing and loading of
the Aircraft.  For the purpose of this
Lease, operational control includes, without limitation, exclusive control
over: (a) all flight crews; (b) determinations whether any particular
flight may be safely commenced or operated; (c) assignment of flight crew
to particular flights; (d) initiation and termination of all flights; (e) directions
to flight crews to conduct flights; and (f) dispatch or release of
flights.


 


7.                                       Flight Crew Qualifications.  CFS
shall use a fully-qualified flight crew, consisting of at least a pilot in
command and second in command, for all flights of the Aircraft during a Flight
Period.  Each such flight crew member
shall (a) be appropriately licensed and rated by the Federal Aviation
Administration (“FAA”) to operate the Aircraft, (b) be current and
qualified to operate an aircraft pursuant to requisite provisions of the FAR,
and (c) have at least the minimum qualifications and total pilot hours
required by the applicable insurance policies carried by CFS for the Aircraft.


 


8.                                       Use Consistent with Insurance.  Each
Lessee agrees to use the Aircraft only for flights that are consistent with the
applicable insurance coverage for the Aircraft.


 


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


 


10.                                 Maintenance.  CFS
shall provide proper maintenance of the Aircraft by performing, or causing to
be performed, all required inspections, repairs, modifications, maintenance,
preventive maintenance, fueling, internal cleaning, external cleaning,
hangaring and overhaul work completed as CFS deems necessary and as required by
the FAR, pertinent FAA directives or other guidance, and by the applicable
manufacturers’ maintenance and inspection program.  CFS shall maintain all logbooks and records
pertaining to the Aircraft during the term of the Lease in accordance with the
applicable FAR.  The parties agree that
no period of required maintenance, preventive maintenance, inspection or
overhaul shall be delayed or postponed because of a Lessee’s scheduling of the
Aircraft for Flight Periods.


 


11.                                 Fines, Penalties and Forfeitures.  Each
Lessee shall be solely responsible for any fines, penalties or forfeitures
(except for those fines, penalties or forfeitures levied directly against the
flight crew) relating to operation of the Aircraft under this Lease due to a
violation by


 





















 


it, its employees, agents or contractors of any
federal, state, municipal, or other law or regulation relating to aircraft
safety or aircraft noise.


 


12.                                 Destruction of Aircraft.  In
the event that the Aircraft is destroyed, lost or damaged beyond repair,
whether due to casualty, mechanical failure, or otherwise, this Lease shall
automatically terminate as of the date of such destruction, loss or damage, and
neither party shall have any further obligations hereunder; provided, however,
that such termination shall in no way effect, impair or limit (a) any
liability or obligation of one party to the other which had occurred prior to
such destruction, loss or damage, or (b) any liability of the Lessees to
CFS and/or CFS to the Lessees as a result of negligence or willful misconduct
resulting in such destruction, loss or damage.


 


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


 


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


 


15.                                 Claims Against 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.                                 Carriage of Contraband.  Each
Lessee agrees that, throughout the Term, it shall not cause or permit the
carriage of contraband, prohibited hazardous material or illegal controlled
substances aboard the Aircraft during any Flight Period.


 


17.                                 Termination for Cause.  If
the Lessees shall fail to timely, fully and diligently comply with any term or
provision of this Lease, CFS shall have the right, at its option, to terminate
this Lease, which termination shall be effective immediately 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 prior written consent of the other
party.  This Lease shall inure to the
benefit of and be


 





















 


binding upon the parties hereto and, subject to the
restriction contained in the preceding sentence, their respective successors,
assigns, heirs, distributees and executors.


 


19.                                 Further Assurances.  The
parties agree to and shall, from time to time, do and perform such other and
further acts, and execute and deliver any and all such other and further
instruments as may be required by law or reasonably requested by the other
party to establish, maintain and protect the respective rights and remedies of
the other as provided in the Lease and to carry out the intent and purpose of
this Lease.


 


20.                                 Governing Law.  This
Lease shall be interpreted in accordance with, and performance shall be
governed by, the internal laws of the State of Delaware, regardless of the
conflicts of laws principles thereof.


 


21.                                 Entire Lease.  This
Lease supersedes any and all other leases, whether oral or in writing expressed
or implied, between the parties hereto with respect to the Aircraft and contains
all of the covenants and leases between the parties with respect to the subject
matter hereof.  Each party to this Lease
acknowledges that no representation, inducement, promises or Leases of any
nature have been made by any party or any person acting on behalf of any party
which are not embodied herein and that no lease, statement or promise concerning
the subject matter of this Lease which is not contained in the lease shall be
valid or binding.


 


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


 


	
  CFS:

  	
   

  	
  Corporate Flight Services, LLC

  
	
   

  	
   

  	
  10 Campus Boulevard

  Newtown Square, PA 19073

  Attention: Gary M. Holloway, Sr.

  Fax: 610-355-8480

  
	
   

  	
   

  	
   

  
	
  GMH Military

  Housing

  Management

  LLC:

  	
   

  	
  GMH Military Housing, LLC

  10 Campus Boulevard

  Newtown Square, PA 19073

  Attention: Joseph M. Macchione

  Fax: 610-355-8480

  



 





















 


	
  College Park

  Management,

  LLC:

  	
   

  	
  College Park Management, LLC

  10 Campus Boulevard

  Newtown Square, PA 19073

  Attention: Joseph M. Macchione

  Fax: 610-355-8480

  
	
   

  	
   

  	
   

  
	
  GMH

  Communities,

  LP:

  	
   

  	
  GMH Communities, LP

  10 Campus Boulevard

  Newtown Square, PA 19073

  Attention: Joseph M. Macchione

  Fax: 610-355-8480

  



 


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


 


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


 


24.                                 Severability.  The
provisions of this Lease shall be deemed independent and severable and the
invalidity, partial invalidity or unenforceability of any one provision or
portion of this Lease shall not affect the validity or enforceability of any
other provision of this Lease.  Any
provision of this Lease which is prohibited or unenforceable in any
jurisdiction shall as to such jurisdiction be ineffective to the extent of such
prohibition or unenforceability, and any prohibition of unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


 


25.                                 Headings.  The headings of the paragraph
contained in this Lease are inserted for convenience 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 be
binding as of the date first written above, and all of which shall constitute
one 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 or
account for more than one such counterpart.


 


[Signatures appear on following page(s)]


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed
as of the date first written 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