Exhibit 10.15
Lease of aircraft executed by and between Golden Flake Snack Foods, Inc., a
wholly-owned subsidiary of Golden Enterprises, Inc., and Xxxxx X. Xxxxxxxxx
dated February 1, 2006.
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LEASE OF AIRCRAFT
THIS LEASE OF AIRCRAFT is made effective this 1st day of February, 2006,
by and between GOLDEN FLAKE SNACK FOODS, INC., a Delaware corporation, whose
address is One Golden Flake Drive, P.O. Box 2447, Birmingham, Alabama 35201
("Lessor"), and XXXXX X. XXXXXXXXX, a resident of the State of Alabama, whose
address is 0000 Xxxxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000 ("Lessee").
1. Lessor hereby leases to Lessee, and Lessee leases from Lessor,
subject to the terms and conditions herein set forth, the following described
aircraft:
Manufacturer Type Registration and/or Serial Number
------------ ---- ---------------------------------
Cessna Citation II N 200GF/550-0556
Together with all equipment and accessories attached thereto or used in
connection therewith (collectively the "Aircraft").
2. Lessor hereby leases the Aircraft to Lessee for the personal use by
Lessee.
3. The term of this Lease is from February 1, 2006 to January 31,
2007, and shall automatically renew annually thereafter, unless Lessor or Lessee
submits written notice to the other party of that party's intention to not renew
this Lease not later than thirty (30) days prior to the expiration of the
then-current lease term.
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4. In consideration of this Lease of Aircraft, Lessee convenants,
warrants and agrees as follows:
(a) Lease Payments. Lessee shall pay to Lessor for the
non-exclusive possession and use of the Aircraft for up to one hundred
(100) flight hours per year, the sum of Twenty Thousand and no/100
Dollars ($20,000) per month, payable on the last day of each month of
the Lease term. Lessor acknowledges receipt of the February 2006 lease
payment.
(b) Lessee Shall Furnish Flight Crew. Lessee agrees that she
shall furnish at her sole cost and expense a flight crew for each
flight of the airplane used by her consisting of a duly licensed pilot
and co-pilot.
(c) Use of Aircraft. Lessee shall safely and carefully use the
Aircraft, and not sell or attempt to sell, remove or attempt to remove
the same or any part thereof from the continental states of the United
States.
(d) Lessee understands and agrees that Lessee's right to use the
Aircraft at a given time must be coordinated with Lessor. Lessor shall
retain the right to use the Aircraft for business purposes and to
lease the Airplane to third parties for personal and/or business use.
(e) No Liens. Lessee agrees that she will not attempt to convey
or mortgage or create any lien of any kind or character against the
Aircraft or do anything or take any action that might mature into such
a lien. Lessee understands and agrees that this Lease shall not
transfer any interest in the Aircraft to Lessee, and that this Lease
is not intended as a security instrument or security agreement.
(f) Compliance with Laws, etc. Lessee shall, during the term of
this Lease while in possession of the Aircraft and until return and
delivery of the Aircraft to Lessor, abide by and conform to all laws
and governmental and airport orders, rules and regulations, including
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any future amendments thereto, controlling or in any manner affecting
the operation, use or occupancy of the Aircraft or use of airport
premises by the Aircraft.
(g) Condition of Aircraft. Lessee accepts the Aircraft in its
present condition.
(h) Indemnity. Lessee shall be responsible for and liable to
Lessor for, and shall indemnify Lessor against, any and all damage to
the Aircraft which occurs from the willful misconduct or gross
negligence or Lessee during the term of this Lease while the Aircraft
is in the possession or control of Lessee.
(i) Remedies upon Breach. Lessee agrees that if she violates any
of the aforesaid convenants, terms and conditions, Lessor may, at its
sole option without notice to Lessee or others, terminate this Lease
and take possession of said Aircraft wherever found.
(j) Lessee's Cooperation. Lessee agrees to cooperate with Lessor
in the execution and filing of all documents Lessor deems necessary or
desirable to fulfilling the objectives of this Lease.
(k) No Assignment by Lessee. Lessee shall not assign this Lease
without the prior written consent of Lessor. Lessee is prohibited and
shall not charge any third party for the use of the Aircraft.
5. In consideration for this Lease of Aircraft, Lessor convenants,
warrants, and agrees as follows:
(a) Lessee may have the use of the Airplane for up to 100 flight
hours per year during the term of this Lease.
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(c) Parties Bound. This Contract shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
(d) Prior Agreements Superseded. This Contract constitutes the
sole and onlyu agreement of the parties hereto and supersedes any
prior understandings or written or oral agreements between the parties
respecting to the Aircraft.
(e) Relation of Parties. Nothing herein contained shall be
construed to create a relationship of third party beneficiary hereof
or joint venture or any association or other such relationship between
Lessor and Lessee except that of Lessor and Lessee.
(f) Caption. The paragraph headings or captions appearing in this
Lease are for convenience only, are not a part of this Lease and are
not to be considered in interpreting this Lease.
7. Truth-in-Leasing Clause.
(a) The Lessor hereby represents and warrants that the Aircraft
has been maintained and inspected during the 12 months preceding the
date and execution of this Lease under Federal Aviation Regulations
Part 91. Lessor hereby certifies that the Aircraft is currently, and
shall at all times during the term of this Lease remain, in compliance
with the applicable Federal Aviation Regulations maintenance and
inspection requirements for the operation to be conducted under this
Lease.
(b) The name and address and the signature of the person
responsible for operational control of the Aircraft under this Lease
is as follows:
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Name: Xxx Xxxxx
(Chief Pilot for Lessor)
Address: Xxx Xxxxxx Xxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 000000
Xxx Xxxxx, by affixing his signature below, hereby certifies
that he understands his responsibilities for compliance with
applicable Federal Aviation Regulations.
/s/ Xxx Xxxxx
-----------------------
Xxx Xxxxx
(c) Lessor and Lessee acknowledge that an explanation of factors
bearing on operational control and pertinent Federal Aviation
Regulations can be obtained from the nearest Federal Aviation
Administration (FAA) Flight Standards district office.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals on the date first above written.
LESSOR:
GOLDEN FLAKE SNACK FOODS, INC.
By: /s/ Xxxx X. XxXxxxxxxx
----------------------
Xxxx X. XxXxxxxxxx
Its President
LESSEE:
/s/ Xxxxx X. Xxxxxxxxx
----------------------
XXXXX X. XXXXXXXXX
[ACKNOWLEDGMENTS ON NEXT PAGE]
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STATE OF ALABAMA )
JEFFERSON COUNTY )
I, the undersigned Notary Public, in and for said County, in said State,
certify that Xxxx X. XxXxxxxxxx, whose name as President of GOLDEN FLAKE SNACK
FOODS, INC., an Alabama corporation, is signed to the foregoing agreement, and
who is known to me, acknowledged before me on this day that, being informed of
the contents of said agreement, he/she as such officer, and with full authority,
executed the same voluntarily, as an act of said corporation.
Given under my hand and official seal, this the 3rd day of March, 2006.
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: 12-27-08
--------------
STATE OF ALABAMA )
JEFFERSON COUNTY )
I, the undersigned Notary Public, in and for said County, in said State,
certify that XXXXX X. XXXXXXXXX, whose name is signed to the foregoing
agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said agreement, she executed the same
voluntarily on the day the same bears date.
Given under my hand and official seal, this the 3rd day of March, 2006.
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------
NOTARY PUBLIC
My Commission Expires: 12-27-08
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