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Exhibit 10.1    
    


 
 

SEVENTH AMENDMENT    



        THIS
SEVENTH AMENDMENT (this "Amendment") dated as of October 17, 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"). 


 
 

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 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
definition of "Consolidated Net Income" in Section 1.1 is amended to read as follows: 



"Consolidated Net Income" means, for the members of the Consolidated Group for any period, net income on a consolidated basis determined in accordance
with GAAP, but excluding (a) for purposes of determining the Consolidated Senior Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, any extraordinary gains or losses and related
tax effects thereon and (b) for all purposes, all charges and losses incurred during the third and fourth quarters of fiscal year 2007 related to the closure of centers in Pennsylvania, Oregon
and certain other markets, such amount not to exceed $22 million in aggregate. 




        2.2    In
the definition of "Funded Debt" in Section 1.1 clauses (viii) and (ix) are renumbered as clauses (ix) and (x) and a new
clause (viii) is added thereto to read as follows: 



(viii)    the
Borrower's good faith estimate of the amount of all deferred purchase price obligations (including, without limitation, earnout payment obligations) of such Person relating to
Acquisitions permitted by Section 8.4 (which estimate shall not be, with respect to any deferred purchase price obligation, less than the amount
of such obligation that would appear as liability on a balance sheet of such Person); 




        2.3    In
Section 8.1 clauses (j) and (k) are renumbered as clauses (k) and (l) and a new clause (j) is added thereto to read as
follows: 



(j)    Indebtedness
consisting of deferred purchase price obligations (including, without limitation, earnout payment obligations) relating to Acquisitions permitted by  Section 8.4; 




        2.4    Section 8.7(a)(vi) is
amended to read as follows: 



(vi)    during
each fiscal quarter of the Borrower, Restricted Payments in an amount not to exceed (A) if the Consolidated Senior Leverage Ratio would be less than 2.0:1.0 after
giving effect to any 








 

such
Restricted Payments (and any Funded Debt incurred in connection therewith) on a Pro Forma Basis, fifty percent (50%) of the Consolidated Net Income for the most recent fiscal quarter or
(B) if the Consolidated Senior Leverage Ratio would be less than 1.25:1.0 after giving effect to any such Restricted Payments (and any Funded Debt incurred in connection therewith) on a Pro
Forma Basis, the greater of (x) seventy-five percent (75%) of Consolidated Net Income for the most recent fiscal quarter and (y) $0.125 per outstanding share of Capital Stock
of the Borrower, as such share amount may be adjusted from time to time; however, for purposes of this clause such share amount shall not exceed 78,000,000. 




        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 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). 


        5.    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. 



        6.    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 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. 


        7.    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. 



        8.    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. 


        9.    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. 


 
 

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        IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Seventh 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	 	 




 
 

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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



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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	 	 




 
 

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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:	 	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	 	 




 
 

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	ADMINISTRATIVE

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

 	
 	

By:	

/s/ ANNE ZESCHKE
	
 	

 
	 	 	Name:	Anne Zeschke	 	 
	 	 	Title:	Assistant Vice President	 	 
	
LENDERS:	
 	

BANK OF AMERICA, N.A., as a 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:	Senior 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 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	 	 




 
 

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	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION	 	 
	

 	
 	

By:	

/s/ ROTCHER WATKINS
	
 	

 
	 	 	Name:	Rotcher Watkins	 	 
	 	 	Title:	Senior Vice President	 	 
	

 	
 	

BRANCH BANKING AND TRUST COMPANY	
 	

 
	

 	
 	

By:	

/s/ STAN W. PARKER
	
 	

 
	 	 	Name:	Stan W. Parker	 	 
	 	 	Title:	Senior Vice President	 	 
	

 	
 	

TEXAS CAPITAL BANK, NA	
 	

 
	

 	
 	

By:	

    
	
 	

 
	 	 	Name:	 	 	 
	 	 	Title:	 	 	 




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Exhibit 10.1


SEVENTH AMENDMENT

W I T N E S S E T H

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