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
30 th 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
