Exhibit 10.1


 


FIRST AMENDMENT


 


THIS FIRST AMENDMENT
(this “Amendment”) dated as of June 26, 2008 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”).


 


W I T N E S S E T
H


 


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 March 24, 2008 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 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 defined herein shall have the meanings provided to such terms in the
Credit Agreement.


 


2.             Amendment.  In Section 7.9(a) of
the Credit Agreement clause (iv) is amended to read as follows:


 


(iv) the
aggregate amount of repurchases of Capital Stock of the Borrower made after January 1,
2008


 


3.             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.


 


4.             Reaffirmation of Obligations.  Each Credit
Party (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 Credit Party’s
obligations under the Credit Documents.


 


5.             Reaffirmation of Security Interests.  Each Credit
Party (i) affirms that each of the
Liens granted in or pursuant to the Credit Documents are valid and subsisting
and (ii) agrees that this Amendment shall in no manner impair or otherwise
adversely effect any of the Liens granted in or pursuant to the Credit
Documents.


 


6.             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.


 


7.             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.


 


8.             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]


 


2

















 


IN WITNESS
WHEREOF, each of the parties hereto has caused a counterpart of this First 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/
  W. Thomas Newell

  	
   

  
	
  Name:

  	
  W. Thomas Newell

  	
   

  
	
  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

  	
   

  
				



 


[Signature Pages Continue]


 

















 


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


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

  	
   

  
				



 


[Signature Pages Continue]


 

















 


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


NCA OF LOUISIANA, LLC, a
Delaware limited liability company


AA CANADA HOLDINGS, INC.,
a Delaware corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF PUERTO RICO, INC., a Delaware corporation


ADVANCE AMERICA
INDUSTRIAL LOAN SERVICES OF GEORGIA, 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

  	
   

  



 


[Signature Pages Continue]


 

















 


	
  ADMINISTRATIVE AGENT:

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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne Zeschke

  	
   

  
	
   

  	
  Name:

  	
  Anne Zeschke

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  	
   

  
	
   

  	
  as a Lender, L/C Issuer
  and Swingline Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  US BANK NATIONAL
  ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Juli K. Van Hook

  	
   

  
	
   

  	
  Name:

  	
  Juli K. Van Hook

  	
   

  
	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Dowdle

  	
   

  
	
   

  	
  Name:

  	
  Kevin Dowdle

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Ritchic

  	
   

  
	
   

  	
  Name:

  	
  James Ritchic

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sarah Daniel

  	
   

  
	
   

  	
  Name:

  	
  Sarah Daniel

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL BANK OF SOUTH
  CAROLINA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lam B. Britton

  	
   

  
	
   

  	
  Name:

  	
  Lam B. Britton

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
					



 


[Signature Pages Continue]


 

















 


	
   

  	
  BRANCH BANKING AND
  TRUST COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CAROLINA FIRST BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles D.
  Chamberlain

  	
   

  
	
   

  	
  Name:  Charles D.
  Chamberlain

  	
   

  
	
   

  	
  Title: Executive Vice
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF OKLAHOMA, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vaughn P. Graham,
  Jr

  	
   

  
	
   

  	
  Name:  Vaughn P.
  Graham, Jr

  	
   

  
	
   

  	
  Title:  Vice President