**Exhibit 10.1**

 

**Aircraft Lease 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 theLessees that certain Dassault-Breguet Mystere Falcon 200 aircraft, Manufacturer’sSerial No. 513, registration no. N618GH (the “Aircraft”).

 

2.                                       Term.  (a) Except as otherwiseprovided herein, this Lease shall have an initial term of twelve months (the “InitialTerm”), and shall automatically renew for successive one-year terms (each,a “Renewal Term”) unless either CFS or the Lessees provide notice oftermination to the other at least sixty (60) days prior to the end of theInitial Term or a Renewal Term.  TheInitial Term and any Renewal Term hereunder being hereinafter referred to asthe “Term”). This Lease shall automatically terminate on the date thatCFS 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 aLessee’s use following such Lessee’s request to CFS.  Nothing herein shall require that a Lesseerequest to use, or use, the Aircraft for any minimum period of time during theterm of this Lease.

 

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

 

(b) CFS may, from timeto 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 30thbusiness day following the Lessee’s receipt of CFS’ Rent statement for suchFlight Period.

 

4.                                       Aircraft Condition.  CFSrepresents and warrants to the Lessees that, as of the date of this Lease: (a) theAircraft has been inspected and maintained in accordance with all pertinentrequirements of the Federal Aviation Regulations (“FAR”), (b) allapplicable

 

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airworthiness directives and manufacturer’s servicebulletins have been complied with, and (c) the Aircraft is in airworthycondition.

 

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

 

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

 

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

 

8.                                       Use Consistent with Insurance.  EachLessee agrees to use the Aircraft only for flights that are consistent with theapplicable insurance coverage for the Aircraft.

 

9.                                       Passengers, Baggage and Cargo.  Theremay 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 thenumber of seats legally available in the Aircraft and the total load, includingfuel and oil in such quantities as the pilot in command shall determine to berequired, shall not exceed the legally permissible maximum load for theAircraft.

 

10.                                 Maintenance.  CFSshall provide proper maintenance of the Aircraft by performing, or causing tobe 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 bythe FAR, pertinent FAA directives or other guidance, and by the applicablemanufacturers’ maintenance and inspection program.  CFS shall maintain all logbooks and recordspertaining to the Aircraft during the term of the Lease in accordance with theapplicable FAR.  The parties agree thatno period of required maintenance, preventive maintenance, inspection oroverhaul shall be delayed or postponed because of a Lessee’s scheduling of theAircraft for Flight Periods.

 

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

 

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it, its employees, agents or contractors of anyfederal, state, municipal, or other law or regulation relating to aircraftsafety or aircraft noise.

 

12.                                 Destruction of Aircraft.  Inthe event that the Aircraft is destroyed, lost or damaged beyond repair,whether due to casualty, mechanical failure, or otherwise, this Lease shallautomatically terminate as of the date of such destruction, loss or damage, andneither party shall have any further obligations hereunder; provided, however,that such termination shall in no way effect, impair or limit (a) anyliability or obligation of one party to the other which had occurred prior tosuch destruction, loss or damage, or (b) any liability of the Lessees toCFS and/or CFS to the Lessees as a result of negligence or willful misconductresulting in such destruction, loss or damage.

 

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

 

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

 

15.                                 Claims Against the Aircraft.  EachLessee agrees that, throughout the Term , it shall not cause or permit, throughany of its own acts or failures to act, any liens, claims or encumbrances toattach to the Aircraft.

 

16.                                 Carriage of Contraband.  EachLessee agrees that, throughout the Term, it shall not cause or permit thecarriage of contraband, prohibited hazardous material or illegal controlledsubstances aboard the Aircraft during any Flight Period.

 

17.                                 Termination for Cause.  Ifthe Lessees shall fail to timely, fully and diligently comply with any term orprovision of this Lease, CFS shall have the right, at its option, to terminatethis Lease, which termination shall be effective immediately upon writtennotice from CFS to the Lessees setting forth CFS’ election to so terminate thisLease.

 

18.                                 Assignment.  This Lease is not and shallnot be assigned by either party without the prior written consent of the otherparty.  This Lease shall inure to thebenefit of and be

 

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

 

19.                                 Further Assurances.  Theparties agree to and shall, from time to time, do and perform such other andfurther acts, and execute and deliver any and all such other and furtherinstruments as may be required by law or reasonably requested by the otherparty to establish, maintain and protect the respective rights and remedies ofthe other as provided in the Lease and to carry out the intent and purpose ofthis Lease.

 

20.                                 Governing Law.  ThisLease shall be interpreted in accordance with, and performance shall begoverned by, the internal laws of the State of Delaware, regardless of theconflicts of laws principles thereof.

 

21.                                 Entire Lease.  ThisLease supersedes any and all other leases, whether oral or in writing expressedor implied, between the parties hereto with respect to the Aircraft and containsall of the covenants and leases between the parties with respect to the subjectmatter hereof.  Each party to this Leaseacknowledges that no representation, inducement, promises or Leases of anynature have been made by any party or any person acting on behalf of any partywhich are not embodied herein and that no lease, statement or promise concerningthe subject matter of this Lease which is not contained in the lease shall bevalid or binding.

 

22.                                 Notices.  Any notices, requests, claims, demand andother communications required or permitted to be given hereunder shall be givenin writing and shall be delivered (a) in person, (b) by certifiedmail, postage prepaid, return receipt requested, (c) by a commercialovernight courier that guarantees next day delivery and provides to the sendera delivery receipt or (d) by legible facsimile (followed by hard copydelivered in accordance with preceding subsections (a)-(c)). Any notice shallbe effective only upon receipt (or refusal by the intended recipient to acceptdelivery). 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 |

 

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| 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 fromtime to time specify in writing to the other party.

 

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

 

24.                                 Severability.  Theprovisions 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.  Anyprovision of this Lease which is prohibited or unenforceable in anyjurisdiction shall as to such jurisdiction be ineffective to the extent of suchprohibition or unenforceability, and any prohibition of unenforceability in anyparticular jurisdiction shall not invalidate or render unenforceable suchprovision in any other jurisdiction.

 

25.                                 Headings.  The headings of the paragraphcontained in this Lease are inserted for convenience only and shall notconstitute a part of this Lease.

 

26.                                 Counterparts.  ThisLease 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 appear on following page(s)]

 

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INWITNESS WHEREOF, the parties hereto have caused this Lease to be duly executedas 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                                  |
|        |                                                          |  |  |  |  |  |

 

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