**Exhibit 10.1**

 

**TIME SHARING AGREEMENT**

 

ThisAgreement is made, effective as of August 5, 2010, by and between JOHNSONMANAGEMENT, LLC, a limited liability company organized under the laws of theState of South Carolina, with principal offices at 340 East Main Street, Suite 500,Spartanburg, South Carolina 29302 (hereinafter referred to as “Lessor”), andADVANCE AMERICA, CASH ADVANCE CENTERS, INC., with principal offices at 135N. Church Street, Spartanburg, SC 29306 (hereinafter referred to as “Lessee”);

 

**RECITALS**

 

WHEREAS,Arizona, LLC (“Owner”) is the owner of that certain civil Aircraft bearing theUnited States Registration Number [redacted] (“the Aircraft” or “Aircraft”), a[redacted];

 

WHEREAS,Lessor has legal possession of the Aircraft under an aircraft dry-lease betweenthe Owner and Lessor dated January 1, 2009;

 

WHEREAS,Lessor employs a fully qualified flight crew to operate the Aircraft; and

 

WHEREAS,Lessor and Lessee desire to lease said Aircraft with flight crew on anon-exclusive time sharing basis as defined in Section 91.501 (c) (1) ofthe Federal Aviation Regulations (“FAR”);

 

Theparties agree as follows:

 

1.             Lessor agrees to lease the Aircraftto Lessee pursuant to the provisions of FAR 91.501 (c) (1) and toprovide a fully qualified flight crew for all operations.  This Agreement shall commence on the datethat it is signed and continue for one year after said date.  Thereafter, this Agreement shall beautomatically  renewed on a month tomonth basis, unless sooner terminated by either party as hereinafterprovided.  Either 

 

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partymay at any time terminate this Agreement upon thirty (30) days written noticeto the other party, delivered personally or by certified mail, return receiptrequested, at the address for said other party as set forth above.

 

2.             Lessee shall pay Lessor for eachflight conducted under this Agreement the actual expenses of each specificflight as authorized by FAR Part 91.501 (d).  These expenses include

 

(a)                                  Fuel, oil,lubricants, and other additives;

 

(b)                                 Travel expensesof the crew, including food, lodging and ground transportation;

 

(c)                                  Hangar and tiedown costs away from the Aircraft’s base of operation;

 

(d)                                 Insuranceobtained for the specific flight;

 

(e)                                  Landing fees,airport taxes and similar assessments including, but not limited to IRC Section 4261and related excise taxes;

 

(f)                                    Customs,foreign permit, and similar fees directly related to the flight;

 

(g)                                 In-flight foodand beverages;

 

(h)                                 Passenger groundtransportation;

 

(i)                                     Flight planningand weather contract services; and

 

(j)                                     An additionalcharge not to exceed 100% of the expenses listed in subparagraph (a) ofthis paragraph.

 

3.             Lessor will pay all expensesrelated to the operation of the Aircraft when incurred, and will provide aninvoice and bill Lessee for the expenses enumerated in paragraph 2 above on thelast day of the month in which any flight or flights for the 

 

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accountof Lessee occur.  Lessee shall pay Lessorfor said expenses within fifteen (15) days of receipt of the invoice and billtherefor.

 

4.             Lessee will provide Lessor withrequests for flight time and proposed flight schedules as far in advance of anygiven flight as possible, and in any case, at least twenty-four (24) hours inadvance of Lessee’s planned departure. Requests for flight time shall be in a form whether written or oral,mutually convenient to, and agreed upon by the parties.  In addition to the proposed schedules and flighttimes Lessee shall provide at least the following information for each proposedflight at some time prior to scheduled departure as required by the Lessor orLessor’s flight crew:

 

(a)                                  proposeddeparture point;

 

(b)                                 destination;

 

(c)                                  date and time offlight;

 

(d)                                 the number ofanticipated passengers;

 

(e)                                  the nature andextent of luggage and/or cargo to be carried

 

(f)                                    the date andtime of return flight, if any; and

 

(g)                                 any otherinformation concerning the proposed flight that may be pertinent or required byLessor or Lessor’s flight crew.

 

5.             Lessor shall have final authorityover the scheduling of the Aircraft, provided, however, that Lessor will useits best efforts to accommodate Lessee’s needs and to avoid conflicts inscheduling.

 

6.             Lessor shall be solely responsiblefor securing maintenance, preventive maintenance and required or otherwisenecessary inspections on the Aircraft, and shall take such requirements intoaccount in scheduling the Aircraft.  Noperiod of maintenance, preventative maintenance or inspection shall be delayedor postponed for the purpose of scheduling the Aircraft, unless saidmaintenance or inspection can be 

 

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safelyconducted at a later time in compliance with all applicable laws andregulations, and within the sound discretion of the pilot in command.  The pilot in command shall have final andcomplete authority to cancel any flight for any reason or condition which inhis judgment would compromise the safety of the flight.

 

7.             Lessor shall employ, pay for andprovide to Lessee a qualified flight crew for each flight undertaken under thisAgreement.

 

8.             In accordance with applicableFederal Aviation Regulations, the qualified flight crew provided by Lessor willexercise all of its duties and responsibilities in regard to the safety of eachflight conducted hereunder.  Lesseespecifically agrees that the flight crew, in its sole discretion, may terminateany flight, refuse to commence any flight, or take other action which in theconsidered judgment of the pilot in command is necessitated by considerationsof safety.  No such action of the pilotin command shall create or support any liability for loss, injury, damage ordelay to Lessee or any other person.  Theparties further agree that Lessor shall not be liable for delay or failure tofurnish the Aircraft and crew pursuant to this Agreement when such failure iscaused by government regulation or authority, mechanical difficulty, war, civilcommotion, strikes or labor disputes, weather conditions, or acts of God.

 

9.             At all times during the term ofthis Lease, Lessor shall cause to be carried and maintained, at Lessor’s costand expense, physical damage insurance with respect to the Aircraft in theamount set forth below:

 
| Aircraft  Physical Damage (No Deductible While In Motion or Not in Motion) |   | The  Greater of Current Market Value or the Minimum Amount Required by Lender |
|----------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------|

 

Atall times during the term of this Lease, Lessor shall also cause to be carriedand maintained, at lessor’s cost and expense, third party aircraft liabilityinsurance, passenger legal liability insurance, property damage liabilityinsurance, and medical expense insurance in the amounts set forth below:

 

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| Combined  Liability Coverage for Bodily Injury and Property Damage Including Passengers  – |   |                         |
|-------------------------------------------------------------------------------------------------|--------|------------------------------|
|                                                                                            |   |                         |
| Each  Occurrence                                                                                |   | No  Less Than $50,000,000.00 |
|                                                                                            |   |                         |
| Medical  Expense Coverage – Each Person                                                    |   | $5,000.00                    |

 

Lessorshall also bear the cost of paying any deductible amount on any policy ofinsurance in the event of a claim or loss.

 

Anypolicies of insurance carried 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 Lessee.  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 provisions thereof,except the limits of liability, shall operate in the same manner as if therewere a separate policy covering each insured.

 

Lessorshall submit this Lease for approval to the insurance carrier for each policyof insurance on the aircraft.  Lessorshall arrange for a Certificate of Insurance evidencing appropriate coverage asto the Aircraft and the satisfaction of the requirements set forth above to begiven by its insurance carriers to Lessor.

 

10.                                 Lessee warrantsthat:

 

(a)                                  It will use theAircraft for and on account of its own business only, and will not use theAircraft for the purpose of providing transportation of passengers or cargo inair commerce for compensation or hire;

 

(b)                                 It shallrefrain from incurring any mechanics or other lien in connection withinspection, preventative maintenance, maintenance or storage of the Aircraft,whether permissible or impermissible under this Agreement, nor shall there beany attempt 

 

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by any party hereto to convey, mortgage, assign, lease or any wayalienate the Aircraft or create any kind of lien or security interest involvingthe Aircraft or do anything or take any action that might mature into such alien; and

 

(c)                                  During the termof this Agreement, it will abide by and conform to all such laws, governmentaland airport orders, rules and regulations, as shall from time to time bein effect relating in any way to the operation and use of the Aircraft by atimesharing Lessee.

 

11.           For purposes of this Agreement, thepermanent base of operation of the aircraft shall be Spartanburg, SC.

 

12.           Neither this Agreement nor any party’sinterest herein shall be assignable to any other party whatsoever.  This Agreement shall inure to the benefit ofand be binding upon the parties hereto, their heirs, representatives andsuccessors

 

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13.                                 TRUTH INLEASING STATEMENT

 

THE AIRCRAFT, A 2000 LEARJET, INC.31A, MANUFACTURER’S SERIAL NO.  193,CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N129JD HASBEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIODPRECEDING THE DATE OF THIS LEASE.

 

THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE.  DURING THE DURATION OF THIS LEASE, JOHNSONMANAGEMENT, LLC, 340 EAST MAIN STREET, SUITE 500, SPARTANBURG, SOUTH CAROLINA29302, IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFTUNDER THIS LEASE.

 

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENTFEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHTSTANDARDS DISTRICT OFFICE.

 

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

 

I, THE UNDERSIGNED, DAN C. BREEDEN, JR., AS MANAGER OF JOHNSONMANAGEMENT, LLC, 340 EAST MAIN STREET, SUITE 500, SPARTANBURG, SOUTH CAROLINA29302 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, the parties have executed this Agreement.

 

JOHNSONMANAGEMENT, LLC

 
| By:    | /s/  Dan C. Breeden, Jr.      |   |
|--------|------------------------------------|--------|
|   | Dan  C. Breeden, Jr., Manager |   |

 

ADVANCEAMERICA, CASH ADVANCE CENTERS, INC.

 
| By:    | /s/  Kenneth E. Compton                |   |
|--------|----------------------------------------|--------|
| Name:  | Kenneth  E. Compton                    |   |
| Title: | President  and Chief Executive Officer |   |

 

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

**REQUIREMENTS**

 

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

 

FederalAviation Administration

AircraftRegistration Branch

ATTN:  Technical Section

P.O. Box25724

OklahomaCity, Oklahoma 73125

 

2.                                       Telephone thenearest Flight Standards District Office at least forty-eight hours prior tothe first flight under this lease.

 

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

 

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