Exhibit 10.3
AIRCRAFT DRY
LEASE
This Lease of aircraft is made
effective as of 6/15, 2005, by and between Arizona, LLC a limited
liability company, with an address of 961 E. Main St. Spartanburg,
South Carolina 29302 (“ Lessor ”) and Advance
America Cash Advance Centers, Inc. with an address of 135
North Church Street, Spartanburg, SC 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”):
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FAA Registration Number:
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[Redacted]
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Aircraft Serial Number:
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[Redacted]
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Aircraft Manufacturer:
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[Redacted]
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Aircraft Model:
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[Redacted]
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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.
Thereafter, this Lease will be automatically renewed on a month to
month-basis, unless sooner terminated by either party as
hereinafter provided. Either party may at any time terminate
this Lease upon thirty (30) days written notice to the other party,
delivered personally or by certified mail, return receipt
requested, at the address for said other party as
1
set forth above.
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:
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Aircraft Physical Damage
(No Deductible While In Motion or
Not In Motion)
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$
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5,000,000.00
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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
2
damage liability insurance, 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
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$
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100,000,000.00
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Medical Expense Coverage - Each
Person
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$
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5,000.00
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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.
3
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 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 sub