**Exhibit 10.1**

 

# **AIRCRAFTDRY LEASE**

# ** **

This Lease of aircraft ismade effective as of July 13, 2009, by and between **CaraboCapital, LLC** a limited liability company, with an address of 226AByrd Blvd. Greenville South Carolina 29605 (“**Lessor**”)and **Advance America, Cash Advance Centers, Inc.**withan address of 135 N. ChurchStreet Spartanburg, South Carolina 29306 (“**Lessee**”).

 

**RECITALS**

 

The parties recite that:

 

A.            WHEREAS, Lessor is theregistered owner of the following aircraft, together with the engines, APU(s) andall appliances, parts, instruments, avionics and appurtenances thereto,including any replacement part(s) or engine(s) which may be installedon the Aircraft from time to time, and all logs, manuals and other recordsrelating 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, Lesseedesires to lease the Aircraft under such terms and conditions as are mutuallysatisfactory to the parties.

 

The parties agree asfollows:

 

**Section One-Lease of Aircraft**

 

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

 

**Section Two-Term**

 

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

 

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**Section Three-Commercial OperationRestriction**

 

Neither Lessee nor Lessorwill make the Aircraft available for hire within the meaning of the FederalAviation Regulations.  The Aircraft is tobe operated strictly in accordance with 14 C.F.R. Part 91.

 

**Section Four-Scheduling**

 

Lessee will provideLessor with requests for flight time and proposed flight schedules as far inadvance 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 flighttimes, Lessee will provide at least the following information for each proposedflight at some time prior to scheduled departure as required by the Lessor:

 

(a)           Proposeddeparture point;

(b)           Destination;

(c)           Time of flight;

(d)           Number of anticipatedpassengers;

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

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

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

(h)           Anyflight information concerning the proposed flight that may be pertinent orrequired by Lessor.

 

Lessor has finalauthority over the scheduling of the Aircraft, provided, however, that theLessor will use its best efforts to accommodate Lessee’s needs and to avoidconflicts in scheduling.

 

**Section Five-Insurance**

 

At all times during theterm of this Lease, Lessor will cause to be carried and maintained physicaldamage 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) |           |

 

Atall times during the term of this Lease, Lessor will also cause to be carriedand maintained third party aircraft liability insurance, passenger legalliability insurance, property damage liability insurance, and medical expenseinsurance in the amounts set forth below:

 
| Combined Liability  Coverage for   |            |
|------------------------------------|-----------------|
| Bodily Injury and  Property Damage |            |
| Including Passengers -             |            |
| Each Occurrence                    | $100,000,000.00 |

 

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| Medical Expense  Coverage - |       |
|-----------------------------|------------|
| Each Person                 | $25,000.00 |

 

Lessee’s proportionateshare of the cost of the above insurance is included in Lessee’s lease paymentsto Lessor.   Lessee will also bear thecost of paying any deductible amount on any policy of insurance in the event ofa claim or loss.

 

Any policies of insurancecarried in accordance with this Lease:  (i) shallname Lessee as an additional insured; and (ii) shall contain a waiver bythe underwriter thereof of any right of subrogation against Lessor.  Each liability policy shall be primarywithout right of contribution from any other insurance which is carried byLessee or Lessor and shall expressly provide that all of the provisionsthereof, except the limits of liability, shall operate in the same manner as ifthere were a separate policy covering each insured.

 

**Section Six-Restrictionson Use**

 

Lessee may operate theAircraft only for the purposes and within the geographical limits set forth inthe insurance policy or policies obtained in compliance with this Lease.  The Aircraft will be operated at all times inaccordance with the flight manual and all manufacturers suggested operatingprocedures.  Furthermore, Lessee will notuse the Aircraft in violation of any foreign, federal, state, territorial, ormunicipal 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 onLessor and paid by Lessor, Lessee will reimburse Lessor for the amount thereofwithin thirty (30) days of receipt by Lessee of written demand fromLessor.  Lessee will not base theAircraft, or permit it to be based, outside the limits of the United States ofAmerica, without the written consent of Lessor.

 

The Aircraft will beflown only by certificated and qualified pilots and will be maintained only bycertificated 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 perflight, by certificated and qualified mechanics, without the prior writtenapproval of Lessor.  Lessee will bereimbursed for such expenditures upon Lessor’s receipt of invoices and proof ofpayment by Lessee.  In the event theinsurance on the Aircraft would be invalidated because Lessee is unable toobtain certificated and qualified pilots and mechanics, Lessee will not operatethe Aircraft until such time as certificated and qualified pilots and mechanicsare obtained and insurance on the Aircraft is made valid.

 

Lessee will not directlyor indirectly create, incur, assume or suffer to exist any lien on or withrespect to the Aircraft.  Lessee willpromptly, at its own expense, take such action as may be necessary to dischargeany lien not excepted above if the same will arise at any time.

 

**Section Seven-Inspection by Lessor**

 

Lessee agrees to permitLessor or any authorized agent to inspect the Aircraft at any 

 

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reasonable time and tofurnish any information in respect to the Aircraft and its use that Lessor mayreasonably request.

 

**Section Eight-Alterations**

 

Except in accordance withother written agreements entered into subsequent to the date of this Leasebetween Lessee and Lessor regarding maintenance of the Aircraft, Lessee willnot have the right to alter, modify, or make additions or improvements to theAircraft without the written permission of Lessor.  All such alterations, modifications,additions, and improvements as are so made will become the property of Lessorand will be subject to all of the terms of this Lease.

 

**Section Nine-Maintenance and Repair**

 

Lessee shall inspect theAircraft and all maintenance records pertaining to the Aircraft and confirm theairworthiness of the Aircraft prior to each flight under this Lease. If Lesseedetermines any repair or maintenance should be completed prior to any flight,Lessee shall not operate the Aircraft until such time as certificated andqualified mechanics have completed such repairs or maintenance.  Lessor shall schedule and pay for all repairsand maintenance on the Aircraft during the term of this Lease, including allferrying flights and transportation charges on replacements parts andaccessories.  Lessee’s proportionateshare of the cost of all such repairs and maintenance is included in Lessee’slease payments to Lessor.  Lessor will beentitled to any and all salvage from broken or worn out parts.

 

All inspections, repairs,modifications, maintenance, and overhaul work to be accomplished by Lessor willbe performed by personnel certificated to perform such work and will beperformed in accordance with the standards set by the Federal AviationRegulations.  Lessee will maintain alllog books and records pertaining to the Aircraft during the term of this Leasein accordance with the Federal Aviation Regulations.  Such records will be made available forexamination by Lessor, and at the termination of this Lease, Lessee willdeliver such records to Lessor.

 

**Section Ten-Default and Remedy**

 

Lessee shall be in breachof this Lease if Lessee defaults in its obligations under this Lease and suchdefault continues for five (5) days after receipt by Lessee of writtennotice thereof from Lessor,  unless suchdefault shall be of such a nature that the same cannot be completely remediedor cured within such five (5) day period, then such default shall not be abreach of this Lease for the purposes of this Section if Lessee shall havecommenced curing such default within such five (5 ) day period and shallproceed with reasonable diligence and in good faith to remedy the default. Inthe event of any breach by Lessee, Lessee shall not fly the Aircraft and Lessorshall have the right to repossess the Aircraft without further demand, noticeor court order, or other process of law and to terminate this Leaseimmediately.  Exercise by Lessor ofeither or both of the rights specified above shall not prejudice Lessor’s rightto pursue any other remedy available to Lessor in law or equity.

 

Lessor shall be in breachof this Lease if Lessor defaults in its obligations under this Lease and suchdefault continues for five (5) days after receipt by Lessor of writtennotice 

 

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

 

The failure of eitherparty to enforce strictly any provision of this Lease shall not be construed asa waiver thereof and shall not preclude such party from demanding performancein accordance with the terms hereof.

 

**Section Eleven-Title**

 

The registration of andtitle to the Aircraft will be in the name of the Lessor, and the Aircraft, atall times during the term of this Lease or any extension, will bear UnitedStates registration markings.  All responsibilityand 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 causeto be paid all taxes incurred by reason of ownership of the Aircraft during theterm of this Lease, including personal property taxes. Lessee shall pay itsproportional share of personal property taxes, based on Lessee’s hours of useof the Aircraft as a percentage of the entire number of hours of use of theAircraft for the calendar year for which the personal property taxes areimposed.   Lessee will pay all taxesassociated 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 beassessed against a specific flight by Lessee.

 

**Section Thirteen-Assignment**

 

Lessee shall not assignthis Lease or any interest in the Aircraft, or sublet the Aircraft, withoutprior written consent of Lessor.  Subjectto the foregoing, this Lease inures to the benefit of, and is binding on, theheirs, legal representatives, successors, and permitted assigns of the parties.

 

**Section Fourteen-Accidentand Claims**

 

Lessee will immediatelynotify Lessor of each accident involving the Aircraft, which notification willspecify the time, place, and nature of the accident or damage, the names andaddresses of parties involved, persons injured, witnesses, and owners ofproperties damaged, and such other information as may be known.  Lessee will advise Lessor of allcorrespondence, papers, notices, and documents whatsoever received by Lessee inconnection with any claim or demand involving or relating to the Aircraft orits operation, and will aid in 

 

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any investigationinstituted by Lessor and in the recovery of damages from third persons liabletherefor.

 

**Section Fifteen-Indemnification**

 

Lessee assumes liabilityfor, and hereby agrees to indemnify, defend, protect, save, keep and holdharmless Lessor, its successors, agents, accountants, counsel, affiliates andassigns from and against any and all claims, liabilities, demands, obligations,losses, damages, penalties, claims (including without limitation, claimsinvolving strict or absolute liability in tort), actions, suits, costs,expenses and disbursements (including, without limitation, reasonable legalfees and expenses) of any kind and nature whatsoever (“**Claims**”)which may be imposed on, incurred by or asserted against Lessor, in any wayrelating 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 wayrelating to or arising out of the manufacture, or, as contemplated under thisLease, 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 anyaccident in connection therewith (including, without limitation, latent and otherdefects, whether or not discoverable). If any Claim is made against Lessor, Lessor shall promptly notify Lesseeand cooperate fully in the defense or settlement.  Whether the indemnity granted by Lessee toLessor herein is deemed subordinate or primary to any other indemnity to whicheach Lessor may be entitled, Lessor may look solely to Lessee and need notpursue any Claims against any third person prior to or subsequent to seekingthe indemnity from Lessee hereunder. Lessor shall have the opportunity, but not the obligation, to defend ifLessee fails to assert a defense in any such Claim hereunder, the cost of whichdefense shall be borne by Lessee.   THEINDEMNITIES IN THIS SECTION SHALL CONTINUE IN FULL FORCE AND EFFECTNOTWITHSTANDING THE EXPIRATION OR OTHER TERMINATION OF THIS LEASE.

 

**Section Sixteen-Return of Aircraft to Lessor**

 

On the termination ofthis Lease by expiration or otherwise, Lessee will return the Aircraft toLessor 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 claimfor loss or damage occurring prior to the actual physical delivery of theAircraft to Lessor.

 

**Section Seventeen-Modification of Agreement**

 

This Lease constitutesthe entire understanding between the parties, and any change or modificationmust be in writing and signed by both parties.

 

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**Section Eighteen-Notices**

 

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

 

**Section Nineteen-GoverningLaw**

 

This Lease is enteredinto under, and is to be construed in accordance with, the laws of the State ofSouth Carolina.

 

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**SECTION TWENTY-TRUTH IN LEASING STATEMENT**

 

THE AIRCRAFT, A Galaxy/GulfstreamG200, MANUFACTURER’S SERIAL NO. XXX, CURRENTLY REGISTERED WITH THE FEDERALAVIATION ADMINISTRATION AS XXXXXX, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.

 

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

 

AN EXPLANATION OF FACTORSBEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CANBE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

 

THE “INSTRUCTIONS FORCOMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATEDHEREIN BY REFERENCE.

 

I, WILLIAM WEBSTER IV OF CARABOCAPITAL, LLC. WITH AN ADDRESS OF 226A BYRD BLVD. GREENVILLE, SOUTH CAROLINA29605 CERTIFY THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFTAND THAT I UNDERSTAND THE RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLEFEDERAL AVIATION REGULATIONS.

 

IN WITNESS WHEREOF, theparties 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 AdvanceCenters, 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     |               |

 

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**INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”**

**REQUIREMENTS**

 

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

 

FederalAviation Administration

AircraftRegistration Branch

ATTN:  Technical Section

P.O. Box25724

OklahomaCity, Oklahoma  73125

 

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

 

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

 

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