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  900 Serial #3, Registration
Number 991RF (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 

  	
   

  	
  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 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