EX-10.1 Aircraft Lease AgreementAircraft Lease Agreement |
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Search Aircraft Lease Agreement by:
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
