Exhibit 10.1(g)


SIXTH AMENDMENT


THIS SIXTH AMENDMENT (this
“Amendment”) dated as of January 12,
2007 to the Credit Agreement referenced below is by and among Advance America,
Cash Advance Centers, Inc., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto
(the “Guarantors”), the Lenders identified on
the signature pages hereto and Bank of America, N.A., as administrative
agent (in such capacity, the “Administrative Agent”).


WITNESSETH


WHEREAS, a revolving credit facility has been extended
to the Borrower pursuant to the Amended and Restated Credit Agreement (as
amended, modified and supplemented from time to time, the “Credit
Agreement”) dated as of July 16, 2004 among the Borrower, the
Guarantors, the Lenders identified therein and the Administrative Agent; and


WHEREAS, the Borrower has requested certain
modifications to the Credit Agreement and the Required Lenders have agreed to
the requested modifications on the terms and conditions set forth herein.


NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1.    Defined Terms. Capitalized
terms used herein but not otherwise defined herein shall have the meanings
provided to such terms in the Credit Agreement.


2.    Amendments to the Credit Agreement.
The Credit Agreement is amended in the following respects:


2.1         The following definitions
are added to Section 1.1:


“Applicable Amount”
means, on any date, an amount equal to (a) $40 million less (b) the cash consideration (including any
Indebtedness assumed) paid by the Borrower and its Subsidiaries in respect of
all Acquisitions (excluding acquisitions consented to in writing by the
Required Lenders) after the Closing Date to and including such date less (c) the aggregate outstanding amount of Foreign
Subsidiary Investments as of such date.


“MoneyGram”
means MoneyGram Payment Systems, Inc. and its successors and assigns.


“MoneyGram Funds”
means all proceeds of all MoneyGram Transactions, including, but not limited
to, consumer fees, face amounts of money orders, money transfer checks,
principal amounts of bill payments, money transfers and reloads to existing
MoneyGram pre-paid cards, in each case collected by the Borrower or any
Subsidiary as agent for MoneyGram.


“MoneyGram Transactions”
means the sale by the Borrower or any Subsidiary, as agent for MoneyGram, of
Services.













“Services” means and shall be limited to providing MoneyGram
money orders, MoneyGram cash transfers (send and receive), reloads to existing
MoneyGram pre-paid cards and MoneyGram’s “Express Pay” service.


2.2   In the definition of “Permitted Investments” in Section 1.1,
clause (j) is renumbered clause (k) and a new clause (j) is
inserted to read as follows:


(j)     Investments
by members of the Consolidated Group in and to Foreign Subsidiaries (“Foreign Subsidiary Investments”) so long as, after taking
into account any such Investment, the Applicable Amount is equal to or greater
than $0;


2.3   In the
definition of “Permitted Liens” in Section 1.1, the “and” at the end of
clause (n) is deleted, the period at the end of clause (o) is amended
to read “; and” and a new clause (p) is added to read as follows:


(p)   Liens in
favor of MoneyGram in the MoneyGram Funds.


2.4   In Section 7.11,
clause (b) is amended to read as follows:


(b)   At any time
any Person becomes a Foreign Subsidiary, to the extent permitted under
applicable law, within 30 days thereof, deliver stock certificates and related
pledge agreements or pledge joinder agreements evidencing the pledge of 65% (or
such greater percentage that, due to a change in an applicable law after the
date hereof, (1) could not reasonably be expected to cause the
undistributed earnings of such Foreign Subsidiary as determined for United
States federal income tax purposes to be treated as a deemed dividend to such
Foreign Subsidiary’s United States parent and (2) could not reasonably be
expected to cause any material adverse tax consequences) of the issued and
outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and 100% of the issued and outstanding Capital Stock not entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each
Foreign Subsidiary directly owned by any Credit Party to be subject at all
times to a first priority, perfected Lien in favor of the Administrative Agent
to secure the Obligations, together with opinions of counsel and any filings
and deliveries necessary or appropriate, as determined by the Administrative
Agent in its reasonable discretion, in connection therewith to perfect the
security interests therein, all in form and substance reasonably satisfactory
to the Administrative Agent.


2.5   Section 8.4(a) is
amended to read as follows:


(a)    after
taking into account such Acquisition, the Applicable Amount is equal to or
greater than $0;


2.6   Section 8.10
of the Credit Agreement is amended to read as follows:


8.10 [Reserved.]


2.7   Section 8.11
of the Credit Agreement is amended to read as follows:


8.11 [Reserved.]


3.   Consent to Entering into MoneyGram Transactions.   Notwithstanding
anything in the first sentence of Section 7.5 of the Credit Agreement to
the contrary, the Required Lenders consent to the Credit Parties entering into
MoneyGram Transactions.


4.   Amendment to the Security Agreement.   In the
penultimate paragraph of Section 2 of the Security Agreement, the phrase “and
(ii)” is is amended to read “, (ii)” and the phrase “and (iii) the
MoneyGram Funds” is added at the end of such paragraph.



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5.   Release of Liens.   The Required Lenders hereby
authorize the Administrative Agent to, and the Administrative Agent hereby
does, release from the Liens granted by the Credit Parties to the
Administrative Agent in the Security Agreement any and all MoneyGram Funds.


6.   Conditions Precedent.   This Amendment shall be
effective as of the date hereof upon execution of this Amendment by the Credit
Parties and the Required Lenders.


7.   Reaffirmation of Representations and Warranties.   The
Borrower and each Guarantor represents and warrants that, after giving effect
to this Amendment, the representations and warranties set forth in the Credit
Agreement and the other Credit Documents are true and correct in all material
respects as of the date hereof (except those that expressly relate to an
earlier period).


8.   Reaffirmation of Guaranty.   Each Guarantor (a) acknowledges
and consents to all of the terms and conditions of this Amendment, (b) affirms
all of its obligations under the Credit Documents and (c) agrees that this
Amendment and all documents executed in connection herewith do not operate to
reduce or discharge such Guarantor’s obligations under the Credit Documents.


9.   Reaffirmation of Security Interests.   The
Borrower and each Guarantor (i) affirms that each of the Liens granted in
or pursuant to the Credit Documents are valid and subsisting (except for the
Liens expressly released in Section 4 above) and (ii) agrees that
this Amendment shall in no manner impair or otherwise adversely effect any of
the Liens (except for the Liens expressly released in Section 4 above)
granted in or pursuant to the Credit Documents.


10.   No Other Changes.   Except
as modified hereby, all of the terms and provisions of the Credit Documents
(including schedules and exhibits thereto) shall remain in full force and
effect.


11.   Counterparts; Facsimile Delivery.   This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart. Delivery of an executed counterpart of this Amendment by
facsimile shall be effective as an original.


12.   Governing Law.   This
Amendment shall be deemed to be a contract made under, and for all purposes
shall be construed in accordance with, the laws of the State of North Carolina.


[Signature Pages Follow]



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IN WITNESS WHEREOF, each of the parties hereto has caused
a counterpart of this Sixth Amendment to be duly executed and delivered as of
the date first above written.


BORROWER:


ADVANCE AMERICA, CASH
ADVANCE CENTERS, INC., a Delaware corporation




	
  By:

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 


GUARANTORS:


AARC, INC., a Delaware
corporation




	
  By:  

  	
   

  	
  /s/ MONICA L. ALLIE

  	
   

  
	
  Name: Monica L. Allie

  	
   

  
	
  Title: President

  	
   

  






 


ADVANCE AMERICA SERVICING
OF ARKANSAS, INC., a Delaware corporation


ADVANCE AMERICA SERVICING
OF INDIANA, INC., a Delaware corporation


ADVANCE AMERICA LEASING
SERVICES, INC., a Delaware corporation


AAIC, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE
CENTERS OF ALABAMA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ALASKA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ARIZONA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ARKANSAS, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF CALIFORNIA, LLC, a Delaware limited liability company


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF COLORADO, LLC, a Delaware limited liability company


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF CONNECTICUT, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF DELAWARE, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF DISTRICT OF COLUMBIA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF FLORIDA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF GEORGIA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF HAWAII, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF IDAHO, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ILLINOIS, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF INDIANA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF IOWA, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF KANSAS, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF KENTUCKY, INC., a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF LOUISIANA, LLC, a Delaware limited liability company


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MAINE, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MARYLAND, INC., a Delaware corporation




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 



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ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MASSACHUSETTS, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MICHIGAN, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MINNESOTA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MISSISSIPPI, LLC, a Delaware limited liability
company


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MISSOURI, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF MONTANA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEBRASKA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEVADA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW HAMPSHIRE, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW JERSEY, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW MEXICO, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NEW YORK, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NORTH CAROLINA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF NORTH DAKOTA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OHIO, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OKLAHOMA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF OREGON, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF PENNSYLVANIA, LLC, a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF SOUTH CAROLINA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF SOUTH DAKOTA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF TENNESSEE, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF UTAH, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS-OF VERMONT, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF VIRGINIA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WASHINGTON, LLC, a Delaware limited liability
company


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WEST VIRGINIA, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WISCONSIN, INC., a Delaware corporation


ADVANCE
AMERICA, CASH ADVANCE CENTERS OF WYOMING, INC., a Delaware corporation


ADVANCE
AMERICA SERVICING OF GEORGIA, INC., a Delaware corporation


MCKENZIE
CHECK ADVANCE OF ALABAMA, L.L.C., a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF ARKANSAS, LLC, a Tennessee limited liability company



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MCKENZIE
CHECK ADVANCE OF COLORADO, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF INDIANA, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF IOWA, L.L.C., a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF KANSAS, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF MISSISSIPPI, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF NEBRASKA, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF NEW JERSEY, L.L.C., a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF OHIO, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF OREGON, LLC, a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF WASHINGTON, L.L.C., a Tennessee limited liability company


MCKENZIE
CHECK ADVANCE OF WISCONSIN, LLC, a Tennessee limited liability company


NCA
OF MISSOURI, INC., a Delaware corporation


NCAS
OF DELAWARE, LLC, a Delaware limited liability company


NCAS OF NEW JERSEY, LLC, a Delaware limited liability
company




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 



 6
 









AA
CHALLENGER, LLC, a Delaware limited liability company


AA
AIR, LLC, a Delaware limited liability company


ADVANCE
AMERICA MONEY.COM, INC., a Delaware corporation


ACSO OF MICHIGAN, INC., a Delaware corporation




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 


ACSO OF TEXAS,
L.P.,

a Texas limited partnership

ADVANCE AMERICA SERVICING OF TEXAS, L.P.,

a Texas limited partnership


By:        ADVANCE AMERICA, CASH
ADVANCE CENTERS OF TEXAS, INC., 

a Delaware corporation and its general partner




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 


W.P.S. SYSTEMS, LTD. OF NEW ENGLAND,

a Rhode Island corporation


By:        ADVANCE AMERICA, CASH
ADVANCE CENTERS OF RHODE ISLAND, INC., 
  a Delaware corporation




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  






 



 7
 









 


NCA OF LOUISIANA, LLC, a Delaware
limited liability company




	
  By:  

  	
   

  	
  /s/ KENNETH E. COMPTON

  	
   

  
	
  Name: Kenneth E. Compton

  	
   

  
	
  Title: Chief Executive Officer and President

  	
   

  







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  ADMINISTRATIVE

  	
  BANK OF AMERICA, N.A., as Administrative Agent

  
	
  AGENT:

  	
   

  
	
   

  	
  By:

  	
  /s/
  MICHAEL BRASHIER

  
	
   

  	
  Name: Michael Brashier

  
	
   

  	
  Title: Vice President

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as a Lender

  
	
  LENDERS:

  	
  By:

  	
  /s/
  SCOTT K. MITCHELL

  
	
   

  	
  Name: Scott K. Mitchell

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
  By:

  	
  /s/
  DAVID S. SAMPSON

  
	
   

  	
  Name: David S. Sampson

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
  By:

  	
  /s/
  JULI K. VAN HOOK

  
	
   

  	
  Name: Juli K. Van Hook

  
	
   

  	
  Title: Vice President

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  By:

  	
  /s/
  KEVIN DOWDLE

  
	
   

  	
  Name: Kevin Dowdle

  
	
   

  	
  Title: Vice President

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
  By:

  	
  /s/
  MICHAEL J. DURBIN

  
	
   

  	
  Name: Michael J. Durbin

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
  NATIONAL CITY BANK OF
  PENNSYLVANIA

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  






 



 9
 









 




	
  

  	
  NATIONAL BANK OF SOUTH CAROLINA

  
	
   

  	
  By:

  	
  /s/
  LAM B. BRITTON

  
	
   

  	
  Name: Lam B. Britton

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
  CAROLINA FIRST BANK

  
	
   

  	
  By:

  	
  /s/
  CHARLES D. CHAMBERLAIN

  
	
   

  	
  Name: Charles D. Chamberlain

  
	
   

  	
  Title: Executive Vice President

  
	
   

  	
  FIRST TENNESSEE BANK
  NATIONAL ASSOCIATION

  
	
   

  	
  By:

  	
  /s/
  C. REID HARDEN

  
	
   

  	
  Name: C. Reid Harden

  
	
   

  	
  Title: Vice President

  
	
   

  	
  BRANCH BANKING AND TRUST
  COMPANY

  
	
   

  	
  By:

  	
  /s/
  STAN PARKER

  
	
   

  	
  Name: Stan Parker

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
  TEXAS CAPITAL BANK, NA

  
	
   

  	
  By:

  	
  /s/
  RUSSELL HARTSFIELD

  
	
   

  	
  Name: Russell Hartsfield

  
	
   

  	
  Title: Executive Vice President

  






 



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