Exhibit 10.1


 


AIRCRAFT
DRY LEASE


 


This Lease of aircraft is
made effective as of July 13, 2009, by and between Carabo
Capital, LLC a limited liability company, with an address of 226A
Byrd Blvd. Greenville South Carolina 29605 (“Lessor”)
and Advance America, Cash Advance Centers, Inc. with
an address of 135 N. Church
Street Spartanburg, South Carolina 29306 (“Lessee”).


 


RECITALS


 


The parties recite that:


 


A.            WHEREAS, Lessor is the
registered owner of the following aircraft, together with the engines, APU(s) and
all appliances, parts, instruments, avionics and appurtenances thereto,
including any replacement part(s) or engine(s) which may be installed
on the Aircraft from time to time, and all logs, manuals and other records
relating to such Aircraft (collectively, “Aircraft”):


 


	
  FAA Registration
  Number:

  	
  XXXXXX

  
	
  Aircraft Serial Number:

  	
  XXX

  
	
  Aircraft Manufacturer:

  	
  Israel Aircraft
  Industries/Gulfstream

  
	
  Aircraft Model:

  	
  Galaxy/G200

  



 


B.            WHEREAS, Lessee
desires to lease the Aircraft under such terms and conditions as are mutually
satisfactory to the parties.


 


The parties agree as
follows:


 


Section One-Lease of Aircraft


 


For One and No/100 Dollar
($1.00) and other good and valuable consideration, Lessor agrees to lease the
Aircraft to Lessee on a nonexclusive basis.  It shall be conclusively presumed between the
parties that Lessee has fully inspected the Aircraft having knowledge that it
is in good condition and repair and that Lessee is satisfied with and has
accepted the Aircraft in such condition and repair.    THE AIRCRAFT IS LEASED “AS IS” AND “WHERE
IS”.   LESSOR HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING FITNESS FOR
A PARTICULAR PURPOSE.


 


Section Two-Term


 


This Lease will commence
on the date first above written and continue for one year after said date.  Either party may at any time terminate this
Lease upon five (5) days written notice to the other party, delivered
personally or by certified mail, return receipt requested, at the address for
said other party as set forth above.


 


1

















 


Section Three-Commercial Operation
Restriction


 


Neither Lessee nor Lessor
will make the Aircraft available for hire within the meaning of the Federal
Aviation Regulations.  The Aircraft is to
be operated strictly in accordance with 14 C.F.R. Part 91.


 


Section Four-Scheduling


 


Lessee will provide
Lessor with requests for flight time and proposed flight schedules as far in
advance of any given flight as possible, and in any case, at least twelve (12)
hours in advance of Lessee’s planned departure. 
Requests for flight time will be in a form whether oral or written,
mutually convenient to and agreed upon by the parties.  In addition to proposed schedules and flight
times, Lessee will provide at least the following information for each proposed
flight at some time prior to scheduled departure as required by the Lessor:


 


(a)           Proposed
departure point;


(b)           Destination;


(c)           Time of flight;


(d)           Number of anticipated
passengers;


(e)           Nature
and extent of luggage and/or cargo to be carried;


(f)            Date
and time of return for return flight, if any;


(g)           Names
and addresses of flight crew to be hired by Lessee; and


(h)           Any
flight information concerning the proposed flight that may be pertinent or
required by Lessor.


 


Lessor has final
authority over the scheduling of the Aircraft, provided, however, that the
Lessor will use its best efforts to accommodate Lessee’s needs and to avoid
conflicts in scheduling.


 


Section Five-Insurance


 


At all times during the
term of this Lease, Lessor will cause to be carried and maintained physical
damage insurance with respect to the Aircraft in the amount set forth below:


 


	
  Aircraft Physical
  Damage

  	
  $15,000,000.00

  
	
  (No Deductible While

  	
   

  
	
  In Motion or Not In
  Motion)

  	
   

  



 


At
all times during the term of this Lease, Lessor will also cause to be carried
and maintained third party aircraft liability insurance, passenger legal
liability insurance, property damage liability insurance, and medical expense
insurance in the amounts set forth below:


 


	
  Combined Liability
  Coverage for

  	
   

  
	
  Bodily Injury and
  Property Damage

  	
   

  
	
  Including Passengers -

  	
   

  
	
  Each Occurrence

  	
  $100,000,000.00

  



 


2

















 


	
  Medical Expense
  Coverage -

  	
   

  
	
  Each Person

  	
  $25,000.00

  



 


Lessee’s proportionate
share of the cost of the above insurance is included in Lessee’s lease payments
to Lessor.   Lessee will also bear the
cost of paying any deductible amount on any policy of insurance in the event of
a claim or loss.


 


Any policies of insurance
carried in accordance with this Lease:  (i) shall
name Lessee as an additional insured; and (ii) shall contain a waiver by
the underwriter thereof of any right of subrogation against Lessor.  Each liability policy shall be primary
without right of contribution from any other insurance which is carried by
Lessee or Lessor and shall expressly provide that all of the provisions
thereof, except the limits of liability, shall operate in the same manner as if
there were a separate policy covering each insured.


 


Section Six-Restrictions
on Use


 


Lessee may operate the
Aircraft only for the purposes and within the geographical limits set forth in
the insurance policy or policies obtained in compliance with this Lease.  The Aircraft will be operated at all times in
accordance with the flight manual and all manufacturers suggested operating
procedures.  Furthermore, Lessee will not
use the Aircraft in violation of any foreign, federal, state, territorial, or
municipal law or regulation and will be solely responsible for any fines,
penalties, or forfeitures occasioned by any violation by Lessee.  If such fines or penalties are imposed on
Lessor and paid by Lessor, Lessee will reimburse Lessor for the amount thereof
within thirty (30) days of receipt by Lessee of written demand from
Lessor.  Lessee will not base the
Aircraft, or permit it to be based, outside the limits of the United States of
America, without the written consent of Lessor.


 


The Aircraft will be
flown only by certificated and qualified pilots and will be maintained only by
certificated and qualified mechanics. 
Lessee, through its pilot in command, is authorized to incur up to
$5,000 worth of necessary maintenance and repair work for the Aircraft per
flight, by certificated and qualified mechanics, without the prior written
approval of Lessor.  Lessee will be
reimbursed for such expenditures upon Lessor’s receipt of invoices and proof of
payment by Lessee.  In the event the
insurance on the Aircraft would be invalidated because Lessee is unable to
obtain certificated and qualified pilots and mechanics, Lessee will not operate
the Aircraft until such time as certificated and qualified pilots and mechanics
are obtained and insurance on the Aircraft is made valid.


 


Lessee will not directly
or indirectly create, incur, assume or suffer to exist any lien on or with
respect to the Aircraft.  Lessee will
promptly, at its own expense, take such action as may be necessary to discharge
any lien not excepted above if the same will arise at any time.


 


Section Seven-Inspection by Lessor


 


Lessee agrees to permit
Lessor or any authorized agent to inspect the Aircraft at any 


 


3

















 


reasonable time and to
furnish any information in respect to the Aircraft and its use that Lessor may
reasonably request.


 


Section Eight-Alterations


 


Except in accordance with
other written agreements entered into subsequent to the date of this Lease
between Lessee and Lessor regarding maintenance of the Aircraft, Lessee will
not have the right to alter, modify, or make additions or improvements to the
Aircraft without the written permission of Lessor.  All such alterations, modifications,
additions, and improvements as are so made will become the property of Lessor
and will be subject to all of the terms of this Lease.


 


Section Nine-Maintenance and Repair


 


Lessee shall inspect the
Aircraft and all maintenance records pertaining to the Aircraft and confirm the
airworthiness of the Aircraft prior to each flight under this Lease. If Lessee
determines any repair or maintenance should be completed prior to any flight,
Lessee shall not operate the Aircraft until such time as certificated and
qualified mechanics have completed such repairs or maintenance.  Lessor shall schedule and pay for all repairs
and maintenance on the Aircraft during the term of this Lease, including all
ferrying flights and transportation charges on replacements parts and
accessories.  Lessee’s proportionate
share of the cost of all such repairs and maintenance is included in Lessee’s
lease payments to Lessor.  Lessor will be
entitled to any and all salvage from broken or worn out parts.


 


All inspections, repairs,
modifications, maintenance, and overhaul work to be accomplished by Lessor will
be performed by personnel certificated to perform such work and will be
performed in accordance with the standards set by the Federal Aviation
Regulations.  Lessee will maintain all
log books and records pertaining to the Aircraft during the term of this Lease
in accordance with the Federal Aviation Regulations.  Such records will be made available for
examination by Lessor, and at the termination of this Lease, Lessee will
deliver such records to Lessor.


 


Section Ten-Default and Remedy


 


Lessee shall be in breach
of this Lease if Lessee defaults in its obligations under this Lease and such
default continues for five (5) days after receipt by Lessee of written
notice thereof from Lessor,  unless such
default shall be of such a nature that the same cannot be completely remedied
or cured within such five (5) day period, then such default shall not be a
breach of this Lease for the purposes of this Section if Lessee shall have
commenced curing such default within such five (5 ) day period and shall
proceed with reasonable diligence and in good faith to remedy the default. In
the event of any breach by Lessee, Lessee shall not fly the Aircraft and Lessor
shall have the right to repossess the Aircraft without further demand, notice
or court order, or other process of law and to terminate this Lease
immediately.  Exercise by Lessor of
either or both of the rights specified above shall not prejudice Lessor’s right
to pursue any other remedy available to Lessor in law or equity.


 


Lessor shall be in breach
of this Lease if Lessor defaults in its obligations under this Lease and such
default continues for five (5) days after receipt by Lessor of written
notice 


 


4

















 


thereof from Lessee,
unless such default shall be of such a nature that the same cannot be
completely remedied or cured within such five (5) day period, then such
default shall not be a breach of this Lease for the purposes of this Section if
Lessor shall have commenced curing such default within such five (5) day
period and shall proceed with reasonable diligence and in good faith to remedy
the default.  In the event of any breach
by Lessor, Lessee shall have the right to terminate this Lease
immediately.  Exercise by Lessee of any
of the rights specified above shall not prejudice Lessee’s right to pursue any
other remedy available to Lessee in law or equity.


 


The failure of either
party to enforce strictly any provision of this Lease shall not be construed as
a waiver thereof and shall not preclude such party from demanding performance
in accordance with the terms hereof.


 


Section Eleven-Title


 


The registration of and
title to the Aircraft will be in the name of the Lessor, and the Aircraft, at
all times during the term of this Lease or any extension, will bear United
States registration markings.  All responsibility
and obligations in regard to the operation of the Aircraft as above owned,
registered, and marked will be borne by Lessee during the term of this Lease.


 


Section Twelve-Payment of Taxes


 


Lessor will pay or cause
to be paid all taxes incurred by reason of ownership of the Aircraft during the
term of this Lease, including personal property taxes. Lessee shall pay its
proportional share of personal property taxes, based on Lessee’s hours of use
of the Aircraft as a percentage of the entire number of hours of use of the
Aircraft for the calendar year for which the personal property taxes are
imposed.   Lessee will pay all taxes
associated with Lessee’s use of the Aircraft on Lessee’s own business,
including landing fees, fuel taxes, and any other taxes or fees which may be
assessed against a specific flight by Lessee.


 


Section Thirteen-Assignment


 


Lessee shall not assign
this Lease or any interest in the Aircraft, or sublet the Aircraft, without
prior written consent of Lessor.  Subject
to the foregoing, this Lease inures to the benefit of, and is binding on, the
heirs, legal representatives, successors, and permitted assigns of the parties.


 


Section Fourteen-Accident
and Claims


 


Lessee will immediately
notify Lessor of each accident involving the Aircraft, which notification will
specify the time, place, and nature of the accident or damage, the names and
addresses of parties involved, persons injured, witnesses, and owners of
properties damaged, and such other information as may be known.  Lessee will advise Lessor of all
correspondence, papers, notices, and documents whatsoever received by Lessee in
connection with any claim or demand involving or relating to the Aircraft or
its operation, and will aid in 


 


5

















 


any investigation
instituted by Lessor and in the recovery of damages from third persons liable
therefor.


 


Section Fifteen-Indemnification


 


Lessee assumes liability
for, and hereby agrees to indemnify, defend, protect, save, keep and hold
harmless Lessor, its successors, agents, accountants, counsel, affiliates and
assigns from and against any and all claims, liabilities, demands, obligations,
losses, damages, penalties, claims (including without limitation, claims
involving strict or absolute liability in tort), actions, suits, costs,
expenses and disbursements (including, without limitation, reasonable legal
fees and expenses) of any kind and nature whatsoever (“Claims”)
which may be imposed on, incurred by or asserted against Lessor, in any way
relating to or arising out of this Lease, and/or the operation of the Aircraft,
or the performance or enforcement of any of the terms hereof, or in any way
relating to or arising out of the manufacture, or, as contemplated under this
Lease, acceptance, rejection, ownership, delivery, lease, possession, use,
operation, maintenance, function, registration, sale, return, storage,
termination or other disposition of the Aircraft or any part thereof or any
accident in connection therewith (including, without limitation, latent and other
defects, whether or not discoverable). 
If any Claim is made against Lessor, Lessor shall promptly notify Lessee
and cooperate fully in the defense or settlement.  Whether the indemnity granted by Lessee to
Lessor herein is deemed subordinate or primary to any other indemnity to which
each Lessor may be entitled, Lessor may look solely to Lessee and need not
pursue any Claims against any third person prior to or subsequent to seeking
the indemnity from Lessee hereunder. 
Lessor shall have the opportunity, but not the obligation, to defend if
Lessee fails to assert a defense in any such Claim hereunder, the cost of which
defense shall be borne by Lessee.   THE
INDEMNITIES IN THIS SECTION SHALL CONTINUE IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS LEASE.


 


Section Sixteen-Return of Aircraft to Lessor


 


On the termination of
this Lease by expiration or otherwise, Lessee will return the Aircraft to
Lessor at the City of Spartanburg Municipal Airport in Spartanburg, South Carolina,
in as good operating condition and appearance as when received, ordinary wear,
tear and deterioration excepted, and will indemnify Lessor against any claim
for loss or damage occurring prior to the actual physical delivery of the
Aircraft to Lessor.


 


Section Seventeen-Modification of Agreement


 


This Lease constitutes
the entire understanding between the parties, and any change or modification
must be in writing and signed by both parties.


 


6

















 


Section Eighteen-Notices


 


All communications and
notices provided for herein shall be in writing and shall become effective when
telecopied at time of transmission by electronic facsimile transmission
equipment, which equipment shall furnish written confirmation of successful and
completed transmission of all pages without error in transmission  or the next business day after delivered to a
reputable overnight courier or four (4) days following deposit in the
United States mail, with correct postage for first-class mail  prepaid, addressed to Lessor or Lessee at
their respective addresses set forth herein, or else as otherwise directed by
the other party from time to time in writing.


 


Section Nineteen-Governing
Law


 


This Lease is entered
into under, and is to be construed in accordance with, the laws of the State of
South Carolina.


 


[Remainder
of this page intentionally left blank]


 


7

















 


SECTION TWENTY-TRUTH IN LEASING STATEMENT


 


THE AIRCRAFT, A Galaxy/Gulfstream
G200, MANUFACTURER’S SERIAL NO. XXX, CURRENTLY REGISTERED WITH THE FEDERAL
AVIATION ADMINISTRATION AS XXXXXX, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91
DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.


 


THE AIRCRAFT WILL BE
MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED
UNDER THIS LEASE.  DURING THE DURATION OF
THIS LEASE, CARABO CAPITAL, LLC WITH AN ADDRESS OF 226A BYRD BLVD. GREENVILLE,
SOUTH CAROLINA IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE
AIRCRAFT UNDER THIS LEASE.


 


AN EXPLANATION OF FACTORS
BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN
BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.


 


THE “INSTRUCTIONS FOR
COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED
HEREIN BY REFERENCE.


 


I, WILLIAM WEBSTER IV OF CARABO
CAPITAL, LLC. WITH AN ADDRESS OF 226A BYRD BLVD. GREENVILLE, SOUTH CAROLINA
29605 CERTIFY THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT
AND THAT I UNDERSTAND THE RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE
FEDERAL AVIATION REGULATIONS.


 


IN WITNESS WHEREOF, the
parties have executed this Lease.


 


Carabo Capital, LLC


	
  By:

  	
  /s/ William M. Webster
  IV

  	
   

  
	
  Name:

  	
  William M. Webster IV

  	
   

  
	
  Title:

  	
  Member

  	
   

  
	
   

  	
   

  
	
  Date and Time of
  Execution

  	
   

  



 


Advance America, Cash Advance
Centers, Inc.


	
  By:

  	
  /s/ Ken E. Compton

  	
   

  
	
  Name:

  	
  Ken E. Compton

  	
   

  
	
  Title: Chief Executive
  Officer

  	
   

  
	
  August 18, 2009 @ 9:00 am

  	
   

  
	
  Date and Time of
  Execution

  	
   

  



 


8

















 


INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”


REQUIREMENTS


 


1.             Mail
a copy of the lease agreement to the following address via certified mail,
return receipt requested, immediately upon execution of the agreement (14
C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it
is signed):


 


Federal
Aviation Administration


Aircraft
Registration Branch


ATTN:  Technical Section


P.O. Box
25724


Oklahoma
City, Oklahoma  73125


 


2.             Telephone
the nearest Flight Standards District Office at least forty-eight hours prior
to the first flight under this lease agreement.


 


3.             Carry
a copy of the lease agreement in the aircraft at all times.