Exhibit
10.13


CONTRIBUTION
AGREEMENT


DATED
AS OF DECEMBER ____, 2004


by
and between


WYOMING
ASSOCIATES, INC.


AND


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.

















 


TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Defined Terms

  	
  1

  
	
   

  	
  1.2

  	
  Referenced Terms

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Contribution Of Aircraft

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Contribution of Used
  Aircraft

  	
  2

  
	
   

  	
  2.2

  	
  Closing

  	
  3

  
	
   

  	
  2.3

  	
  Closing Obligations

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Inspection, Acceptance,
  And Delivery

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Inspection

  	
  4

  
	
   

  	
  3.2

  	
  Acceptance

  	
  4

  
	
   

  	
  3.3

  	
  Delivery

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Representations And
  Warranties Of Wyoming

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Organization, Power and Good Standing

  	
  5

  
	
   

  	
  4.2

  	
  Status and Title to
  Aircraft

  	
  5

  
	
   

  	
  4.3

  	
  Authority and Binding
  Obligation

  	
  6

  
	
   

  	
  4.4

  	
  Litigation

  	
  6

  
	
   

  	
  4.5

  	
  Limited Warranty

  	
  6

  
	
   

  	
  4.6

  	
  Taxes

  	
  6

  
	
   

  	
  4.7

  	
  No Conflicts

  	
  7

  
	
   

  	
  4.8

  	
  Broker

  	
  7

  
	
   

  	
  4.9

  	
  Acknowledgements

  	
  7

  
	
   

  	
  4.10

  	
  Investment Purpose

  	
  7

  
	
   

  	
  4.11

  	
  Accredited Investor

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Representations And
  Warranties Of Advance America

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Representations

  	
  8

  
	
   

  	
  5.2

  	
  Organization,
  Power and Authority of Advance America

  	
  8

  
	
   

  	
  5.3

  	
  Due Authorization; Binding
  Obligation; No Conflicts; and Consents

  	
  8

  
	
   

  	
  5.4

  	
  Litigation

  	
  9

  
	
   

  	
  5.5

  	
  Broker

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
  Covenants
  Of The Parties

  	
  9

  
							



 


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  6.1

  	
  Reasonable Best Efforts

  	
  9

  
	
   

  	
  6.2

  	
  Power of Attorney

  	
  10

  
	
   

  	
  6.3

  	
  Required Approvals

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Conditions To The
  Obligation Of Advance America

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Receipt of Necessary
  Consents

  	
  11

  
	
   

  	
  7.2

  	
  Commencement
  of IPO of Advance America Common Stock

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Conditions To
  Obligations Of Wyoming

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Certified Resolutions

  	
  11

  
	
   

  	
  8.2

  	
  No Prohibition

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  Certain Actions After The
  Closing

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Risk of Loss

  	
  11

  
	
   

  	
  9.2

  	
  Taxes

  	
  12

  
	
   

  	
  9.3

  	
  Execution of Further
  Documents

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  Indemnification

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Indemnification by
  Advance America

  	
  12

  
	
   

  	
  10.2

  	
  Indemnification by Wyoming

  	
  13

  
	
   

  	
  10.3

  	
  Notification of Claims

  	
  13

  
	
   

  	
  10.4

  	
  Survival

  	
  14

  
	
   

  	
  10.5

  	
  Sole Remedy

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  Miscellaneous

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Amendment and Modification

  	
  14

  
	
   

  	
  11.2

  	
  Binding Effect; Assignment

  	
  14

  
	
   

  	
  11.3

  	
  Waiver

  	
  15

  
	
   

  	
  11.4

  	
  Entire Agreement

  	
  15

  
	
   

  	
  11.5

  	
  Headings

  	
  15

  
	
   

  	
  11.6

  	
  Execution in Counterpart

  	
  15

  
	
   

  	
  11.7

  	
  Notices

  	
  15

  
	
   

  	
  11.8

  	
  Termination

  	
  16

  
	
   

  	
  11.9

  	
  Governing Law

  	
  16

  
	
   

  	
  11.10

  	
  Limitation on
  Rights of Other Persons

  	
  17

  
	
   

  	
  11.11

  	
  Severability

  	
  17

  
					



 


_____________________________


 


ii

















 


EXHIBITS


	
  Exhibit A

  	
   

  	
  Aircraft Inventory

  
	
  Exhibit B

  	
   

  	
  Share Ownership and Purchase Price Allocation
  for Aircraft

  
	
  Exhibit C

  	
   

  	
  Form of Bill of Sale

  
	
  Exhibit D

  	
   

  	
  Form of Acceptance Certificate

  
	
   

  	
   

  	
   

  



 


iii

















 


CONTRIBUTION
AGREEMENT


This
Contribution Agreement (this “Agreement”)
is made and entered into as of this ____ day of December, 2004, by and between
Advance America, Cash Advance Centers, Inc., a Delaware corporation (“Advance America”), and Wyoming Associates,
Inc., a Delaware corporation (hereinafter “Wyoming”).


Recitals


Wyoming
owns the two (2) used aircraft described in Article 2.1 below.  Wyoming desires to contribute, and Advance
America desires to accept, the two (2) used aircraft described below, on the
terms and subject to the conditions of this Agreement.  For federal income tax purposes, it is
intended that the contribution of the two (2) used aircraft to Advance America
pursuant to this Agreement be treated as a tax free contribution under Section
351 of the Internal Revenue Code of 1986, as amended.


In
consideration of the mutual representations, warranties and covenants and
subject to the conditions contained in this Agreement, the parties agree as
follows:


ARTICLE I


Definitions


 


The
following terms, as used herein, have the following meanings:


1.1          Defined Terms


“Governmental Authority” means any foreign
or United States federal, state or local governmental, regulatory or
administrative authority, agency or commission or any court, tribunal, or
judicial or arbitral body.


“HSR Act” means the Hart Scott Rodino
Antitrust Improvements Act of 1976, as amended.


“Lien” means, with respect to any property
or asset, any and all mortgages, leases, liens, rights to purchase, pledges,
charges, security interests, encumbrances or any other adverse claim of any
kind in respect of such property or asset.


“Person” means a natural person,
corporation, partnership, limited liability company, association, trust or
other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.


1.2          Referenced Terms


Each
of the following terms is defined in the Section set forth opposite such term:


	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Caption

  
	
  Aircraft

  	
   

  	
  2.1

  
	
  Closing

  	
   

  	
  2.2

  
	
  Closing Date

  	
   

  	
  2.2

  



 

















 


	
  Common Stock

  	
   

  	
  2.1

  
	
  Indemnified Party

  	
   

  	
  9.2

  
	
  Indemnifying Party

  	
   

  	
  9.2

  
	
  Wyoming

  	
   

  	
  Caption

  



 


ARTICLE II


 


Contribution
Of Aircraft


 


2.1          Contribution of Used Aircraft.  Subject to the terms and
conditions of this Agreement, Wyoming agrees to contribute and transfer to, and
Advance America agrees to accept: 
(1)(a) that certain used 1985 Canadair Ltd. Challenger CL-600-2A12
aircraft, serial number 3042, FAA registration number N333GJ (the “Challenger
Airframe”), and (b) two (2) General Electric CF343A engines, serial numbers
350155 and 350227 attached thereto (the “Challenger Engines”), together with
(i) all components, accessories, and equipment installed in or attached or
unattached to the Challenger Airframe or Challenger Engines, (ii) any and all
spare parts owned by Wyoming and intended to be used in connection with any of
the foregoing and (iii) all records relating to any of the foregoing (all of
the foregoing collectively, the “Challenger Aircraft”), and (2)(a) that certain
used 1994 Gates Learjet 31A aircraft, serial number 99, FAA registration number
N1932K (the “Lear Airframe”), and (b) two (2) Garrett TFE731-2-3B engines,
serial numbers 99311 and 99292 attached thereto (the “Lear Engines”), together
with (i) all components, accessories, and equipment installed in or attached or
unattached to the Lear Airframe or Lear Engines, (ii) any and all spare parts
owned by Wyoming and intended to be used in connection with any of the
foregoing and (iii) all records relating to any of the foregoing (all of the
foregoing collectively, the “Lear Aircraft”). 
The Challenger Aircraft and the Lear Aircraft shall be referred to
herein collectively as the “Aircraft”. 
A complete inventory of the Aircraft is attached hereto as Exhibit A.


 


The
parties agree the value of the Lear Aircraft is $2,790,250.00 and the value of
the Challenger Aircraft is $7,503,000.00. 
In consideration for the Aircraft, Advance America shall issue to
Wyoming an aggregate of ______ shares of fully paid, non-assessable, authorized
common stock, no par value per share, of Advance America (the “Common Stock”),
as allocated to Wyoming as indicated on Exhibit B (the “Contribution Stock”).


2.2          Closing.  The
closing of the contribution provided for in this Agreement, the other
transactions contemplated herein, and delivery of the Aircraft, will take place
at the offices of Advance America, as soon as possible following Advance
America’s acceptance of the Inspection (as defined in Article 3.1), allowing
reasonable time for the correction of discrepancies and for the Aircraft to be
moved to the Delivery Location (as defined in Article 3.3) but in no event
later than _____ ___.m. (Eastern time), on December ___, 2004, or at such other
time and place as the parties may agree (such event is referred to as the
“Closing,” and such date is referred to as the “Closing Date”).  The closing of the Aircraft portion of the
transaction will go through Insured Aircraft Title


 


2

















 


Service, Inc., 4848 S. W.
36th Street, Oklahoma City, Oklahoma 73179 (“Escrow Agent”).  The documents conveying each Aircraft shall
be (a) a usual U.S. Government AC Form No. 8050-2 (“FAA Bill of Sale”), and (b)
a full warranty (as to title) bill of sale in substantially the form attached
hereto as Exhibit C (“Bill of Sale”). 
The FAA Bills of Sale shall be accompanied, if applicable, by properly
executed release of lien and lease termination documents in due form for
recordation with the U.S. Federal Aviation Administration.  Wyoming shall execute the FAA Bills of Sale,
the Bills of Sale, and all other necessary releases of Liens, lease termination
or other documents necessary to deliver good and marketable title to the
Aircraft free and clear of any and all Liens and deliver each such document to
Escrow Agent on or before the Closing Date. 
On the Closing Date, Wyoming shall direct the Escrow Agent to (a) file
the Bills of Sale and all other necessary releases of Liens, lease termination
or other documents necessary to deliver good and marketable title to the
Aircraft free and clear of any and all Liens with the FAA and (b) release and
deliver the Bills of Sale to Advance America.


2.3          Closing
Obligations


2.3.1        Wyoming’s Closing
Deliveries.  At the Closing, Wyoming
will deliver to Advance America those items described above in Section 2.2 and
being held by the Escrow Agent pursuant to this section; and any and all other
agreements, certificates, instruments and documents that shall be reasonably
required of Wyoming under this Agreement.


2.3.2        Advance America’s
Closing Deliveries.  At the Closing,
Advance America will deliver to Wyoming certificates evidencing the
Contribution Stock registered in the name of Wyoming as set forth on Exhibit B,
and any and all other agreements, certificates, instruments and documents that
shall be reasonably required of Advance America under this Agreement.


ARTICLE III


Inspection,
Acceptance, And Delivery


 


3.1          Inspection. 
Advance America, at its expense, shall be permitted [-] business days
from the date of this Agreement (the “Inspection Period”) to perform a pre-contribution
inspection of the Aircraft (the “Inspection”). 
During the Inspection Period, Advance America and its representatives
and agents shall have full access to the Aircraft to conduct all necessary or
advisable inspection of the Aircraft or any portion thereof and shall be
entitled to participate in a flight test under Wyoming’s command and
control.  All costs and expenses of
Advance America’s representatives in connection with the ground inspections of
the Aircraft and the flight test will be Advance America’s responsibility as
well as costs for fuel, oil, airport fees, flight crew, insurance,
takeoff/landing fees, customs duties, ground handling charges and airways
communication charges in connection with ground inspections and the flight test.
 Wyoming agrees that (a) Advance America
has the exclusive right to the Aircraft during the Inspection Period for the
purpose of performing the Inspection, (b) any and all documents, work orders or
technical


 


3

















 


information which relate in
any way to work previously accomplished during any pre-contribution inspection,
regularly scheduled inspection or any maintenance whatsoever, if in Wyoming’s
possession, shall be immediately provided to Advance America, and (c) Wyoming
will, as soon as practicable after the date hereof, authorize any maintenance
facility that has maintained the Aircraft to disclose to the Advance America
and any of its representatives any information factually material to the
condition and/or maintenance of the Aircraft.


3.2          Acceptance.  In
its sole discretion, Advance America may, by written notice to Wyoming within
[--] business days of the termination of the Inspection Period, either (i)
refuse to accept the Aircraft without any penalty to the Advance America, in
which case this Agreement shall immediately terminate without further
obligation to either party hereunder (other than the obligations of Wyoming
contained in Section 10.2 hereof, which shall in any event survive the
termination of this Agreement) or (ii) accept the Aircraft subject to the
obligations of Wyoming in the following sentence. If Advance America accepts
the Aircraft in accordance with the foregoing clause (ii), Wyoming shall
correct at its sole cost and expense and within a reasonable period of time,
all discrepancies identified in the Inspection that must be corrected in order
to deliver the Aircraft to Advance America in an airworthy condition with a
standard FAA Certificate of Airworthiness, duly registered with the FAA with
all FAA airworthiness directives and airframe manufacturer and engine
manufacturer mandatory and recommended service bulletins, complied with without
deferment or extension, with all systems functioning normally in accordance
with manufacturer’s recommendations, and current on its FAA-approved
maintenance program.  Advance America
may reject the Aircraft upon a failure by Wyoming to correct the discrepancies
identified in the Inspection to Advance America’s reasonable satisfaction and
in accordance with this Article 3.2, in which case Wyoming shall immediately
pay to Advance America all costs and expenses incurred by Advance America for
the Inspection and any test flights. 
The parties agree that acceptance of the Aircraft under this Article 3.2
shall be an acceptance of the condition of the Aircraft only and shall not
constitute or be deemed an acceptance of title to the Aircraft by Advance
America.  Wyoming’s failure to correct
discrepancies as required by Article 3.2 prior to [-] shall be deemed a breach
by Wyoming of its obligations under such Article, in which case Wyoming shall
immediately pay to Advance America all costs and expenses incurred by Advance
America for the Inspection and any test flights.


3.3          Delivery.  Delivery
shall take place at an airport within the State of South Carolina (the
“Delivery Location”).  Wyoming agrees to
deliver the Aircraft with a current FAA Certificate of Airworthiness and with
good title, free and clear of all Liens whatsoever.  On the Closing Date, Wyoming will execute all assignments and
other documents necessary to transfer the Aircraft and any existing
manufacturer’s warranties to Advance America. 
For avoidance of doubt, delivery of the Aircraft (the “Delivery”) shall be
deemed to have occurred immediately upon the execution and delivery by Advance
America of an Acceptance Certificate substantially in the form of Exhibit D
hereto and the receipt by Wyoming of the Contribution Stock.


4

















 


ARTICLE IV


 


Representations
And Warranties Of Wyoming


 


Wyoming
hereby represents and warrants to Advance America as follows, which
representations and warranties shall survive the Closing Date.


4.1          Organization, Power and
Good Standing.  As of the
Closing Date, Wyoming is a Delaware corporation, duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, and Wyoming has full authority (i) to own or lease the assets and
properties it purports to own or use, (ii) to conduct the business as it is now
being conducted, and (iii) to carry out the transactions and agreements
contemplated by this Agreement.  Wyoming
has heretofore delivered to Advance America true and complete copies of its
organizational documents as currently in effect.


4.2          Status
and Title to Aircraft.


(a)           As of the Closing Date, the Aircraft
is in good working order and repair within the tolerances of the manufacturer’s
maintenance manuals and published wear limitations, is duly registered with the
FAA and has a valid United States Certificate of Airworthiness issued by the
FAA.  All conditions described as
owner’s responsibility with respect to any warranty relating to the Aircraft
have been and are satisfied such that no claim, to the extent such warranties
are assignable or transferable, with respect to any existing warranty will be
denied.


(b)           As of the Closing Date, Wyoming has
good and marketable title to the Aircraft and on the Closing Date, Wyoming will
convey to Advance America good and marketable title to the Aircraft free and
clear of any and all Liens.


4.3          Authority
and Binding Obligation.  Wyoming: (a) has the absolute and
unrestricted right, power and authority to execute and deliver this Agreement
and perform its obligations hereunder and this Agreement constitutes the legal,
valid and binding obligations, subject to general equity principles, of
Wyoming, enforceable against it in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency or reorganization or similar laws
affecting the rights of creditors generally. The individual executing this
Agreement on behalf of Wyoming is an officer of Wyoming and has all requisite
power and authority to bind Wyoming.


4.4          Litigation. 
There are no judgments, actions, suits, claims or legal, administrative,
arbitration or other proceedings or governmental investigations or examinations
pending or threatened or injunctions or orders entered, pending or threatened
against Wyoming or its members or its business, property or assets, at law or
in equity, before or by any federal, state, municipal or other governmental
department, court, commission, board, bureau, agency or instrumentality,
domestic or foreign, to restrain or prohibit the consummation of the
transactions contemplated hereby or to


 


5

















 


obtain damages which if
decided adversely would adversely affect the ability of Wyoming to consummate
the transactions provided for in this Agreement.


4.5          Limited Warranty. 
Except as set forth herein, the Aircraft is being contributed and
transferred on an “AS-IS” and “WHERE-IS” basis, and there are no warranties
that extend beyond the description of the Aircraft.  Except as set forth herein, Wyoming disclaims all expressed or
implied warranties or representation of any kind or nature whatsoever including
merchantability and fitness.


4.6          Taxes.  Wyoming
warrants that there are no outstanding or delinquent taxes or duties
attributable to the Aircraft as of the Closing Date except as specifically
stated herein and except property taxes for FY 2004, which are due January 15,
2005, and shall be the responsibility of Advance America.  This warranty shall survive delivery and
acceptance of the Aircraft by Advance America.


4.7          No Conflicts.  The entry into and
performance by Wyoming of this Agreement and the transactions contemplated
hereby do not and will not conflict with or violate (i) any law or regulation
or any official or judicial order applicable to Wyoming or its assets; or (ii)
any organizational document of Wyoming; or (iii) any agreement or document to
which Wyoming is a party or which is binding upon Wyoming or its assets.


4.8          Broker.  Wyoming has not hired or utilized a broker
to assist in any way with the contribution of the Aircraft to Advance America.


4.9          Acknowledgements.  Wyoming is aware and understands that (i) Advance America is
relying upon the representations, warranties, and agreements of Wyoming as set
forth in this Article IV in determining the applicability of certain laws and
regulations to the transactions contemplated hereby and accordingly such
representations and warranties shall survive the Closing; (ii) there are
substantial risks incident to an investment in the Common Stock, an investment
in the Common Stock is inherently speculative in nature, and Wyoming may suffer
a complete loss of investment; (iii) no federal or state agency has passed
upon the Common Stock or made any finding or determination as to the fairness
of this investment or the merits of the terms of the offer and the sale of the
Common Stock; (iv)  Wyoming must bear the economic risk of its investment
in the shares of Common Stock for an indefinite period of time because the
shares of Common Stock have not been registered under the Securities Act or any
state securities law and, therefore, cannot be sold or transferred unless
either they are subsequently registered under the Securities Act or an
exemption from such registration is available; (v) ownership of the Common
Stock is suitable only for persons who have adequate means of providing for
their current needs and personal contingencies and have no need for liquidity
in this investment; (vi) there is no market for the Common Stock and none
is likely to develop; and (vii) the shares of Common Stock are and will be
“restricted securities,” as said term is defined in Rule 144 promulgated under
the Securities Act.


 


6

















 


4.10        Investment
Purpose.  Wyoming is acquiring the shares of Common
Stock for investment, for its own account and not with a view to distribution
or resale, and is not holding all or any portion of the shares of Common Stock
for any other person.  Wyoming shall
execute an investment letter or subscription agreement that Advance America and
its counsel may rely upon as to Wyoming’s understandings and representations in
acquiring its respective Common Stock.


4.11        Accredited
Investor.  Wyoming warrants it is an “accredited
investor” within the meaning of Rule 501(a) of Regulation D under the
Securities Act.


ARTICLE V


Representations And Warranties Of Advance America


5.1          Representations.  In order to induce Wyoming to enter into this Agreement and to
consummate the transactions contemplated hereunder, Advance America represents
and warrants to Wyoming that the statements contained in the Prospectus issued
September 22, 2004 are correct and complete as of the date of this Agreement.


5.2          Organization, Power and Authority of Advance America.  As of the Closing Date, Advance America is a
corporation duly organized and validly existing under the laws of Delaware,
with full power and authority (i) to own or lease the assets and properties it
purports to own or use, (ii) to conduct its business as it is now being
conducted, and (iii) to carry out the other transactions and agreements contemplated
by this Agreement.


5.3          Due
Authorization; Binding Obligation; No Conflicts; and Consents.  The execution, delivery and performance of
this Agreement, and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary action of Advance America and
Advance America has the absolute and unrestricted right, power, and authority
to execute this Agreement and perform its obligations hereunder.  This Agreement has been duly executed and
delivered by Advance America and constitutes the legal, valid and binding
obligation, subject to general equity principles, of Advance America,
enforceable against Advance America in accordance with its terms, except as the
same may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting the rights of creditors generally. 
Except for filings and notices under the HSR Act, neither the execution
and delivery of this Agreement nor the consummation of the transactions
contemplated hereby:  (i) will conflict
with or violate any provision of the certificate of incorporation or bylaws of
Advance America, of any decree or order of any Governmental Authority which is
either applicable to, binding upon or enforceable against Advance America, or
(ii) result in any breach of or default under any mortgage, contract,
agreement, indenture, will, trust or other instrument which is either binding
upon or enforceable against Advance America. 
Except for filings and notices under the HSR Act, Advance America is
not, and will not be, required to obtain the approval, consent, ratification,
waiver or other authorization from, or make any filing or notification with,
any Person (including a Governmental Authority) in connection with the
execution


 


7

















 


and delivery of this
Agreement or the consummation or performance of the transactions contemplated
by this Agreement.


5.4          Litigation.  There are no judgments, actions, suits,
claims or legal, administrative, arbitration or other proceedings or governmental
investigations or examinations pending or threatened or injunctions or orders
entered, pending or threatened against Advance America or its members or its
business, property or assets, at law or in equity, before or by any federal,
state, municipal or other governmental department, court, commission, board,
bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit
the consummation of the transactions contemplated hereby or to obtain damages
which if decided adversely would adversely affect the ability of Wyoming to
consummate the transactions provided for in this Agreement.


5.5          Broker. 
Advance America has not hired or utilized a broker to assist in any way
with the contribution of the Aircraft from Wyoming.


ARTICLE VI


Covenants Of The Parties


6.1          Reasonable
Best Efforts.  Each party hereto will use its reasonable
best efforts to cause to be satisfied as soon as practicable and prior to the
Closing Date all of the conditions to its respective obligations to consummate
the contribution of the Aircraft and to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary or desirable under
applicable laws and regulations to consummate the transactions contemplated by
this Agreement and to obtain all authorizations, consents, orders, approvals,
and permits of any Person or Governmental Authority that may become necessary
for its execution and delivery of, and performance of its obligations pursuant
to, this Agreement.  Each party hereto
agrees to execute and deliver such other documents, certificates, agreements
and other writings and to take such other actions as may be necessary or
desirable in order to consummate or implement expeditiously the transactions
contemplated by this Agreement.  Each of
Wyoming and Advance America shall be excused from, and shall not be liable in
any manner for, any delay or failure in performance under this Agreement if
occasioned by cause or causes beyond such party’s reasonable control including,
but not necessarily limited to, vendor delays, acts of God or the public enemy,
weather, war, insurrection, riots, hostilities, acts of government, strikes,
explosions, or serious accidents, governmental priorities or allocations, or
any other cause beyond such party’s reasonable control.  Either party agrees to notify the other
promptly of the occurrence of any such cause and carry out this Agreement as
promptly as practicable after such cause is terminated.  In the event Wyoming cannot deliver the
Aircraft or Advance America cannot make the contribution or take delivery of
the Aircraft within 10 days after the occurrence and notification of such
delay, then Advance America and/or Wyoming shall have the right to terminate
this Agreement, upon written notice to the other party, with no further
obligations (other than the obligations of Wyoming in Section 10.2, which shall
in any event survive the termination of this Agreement).


 


8

















 


6.2          Power of
Attorney.  Effective as of Closing, Wyoming appoints
Advance America and its successors and assigns, the true and lawful attorney or
attorneys of Wyoming with full power of substitution, in the name of  Wyoming, but on behalf and for the benefit
of and at the expense of Advance America: (i) to institute and prosecute, in
the name of Wyoming or otherwise, all proceedings which Advance America may
deem necessary or desirable to collect, assert or enforce any claim, right or
title of any kind in or to the Aircraft subject to the prior consent of Wyoming,
which consent shall not be unreasonably withheld; (ii) to defend and compromise
any and all actions, suits or proceedings in respect of the Aircraft; and (iii)
to do all such acts and things in relation to the foregoing as are reasonably
necessary to exercise such powers as Advance America may deem advisable.  The foregoing power is coupled with an
interest and shall be irrevocable by Wyoming in any manner or for any
reason.  Advance America shall retain
for its own account any amounts collected pursuant to the foregoing power,
including any sums payable as interest in respect thereof, and Wyoming shall
pay to Advance America, when received, any amounts which shall be received by
Wyoming in respect of any of the Aircraft.


6.3        Required
Approvals.  As promptly as practicable after the date of
this Agreement, Wyoming will make all filings required by any law, regulation,
ordinance or governmental order to be made by them in order to consummate the
transactions contemplated by this Agreement (including all filings under the
HSR Act, if any).  Between the date of
this Agreement and the Closing Date, Wyoming will (i) cooperate with Advance
America with respect to all filings that Advance America elects to make or is
required by any law, regulation, ordinance or governmental order to make in
connection with the transactions contemplated by this Agreement, and (ii)
cooperate with Advance America in obtaining all approvals and consents Advance
America reasonably deems necessary or desirable to consummate the transactions
contemplated by this Agreement (including taking all actions requested by
Advance America, if any, to cause early termination of any applicable waiting
period under the HSR Act).


ARTICLE VII


Conditions To The Obligation Of
Advance America


The
obligation of Advance America to accept the Aircraft or otherwise consummate
the Closing shall be subject to the fulfillment at or prior to the Closing Date
of each of the following conditions:


7.1          Receipt
of Necessary Consents.  All required consents or approvals of third
parties, in form and substance reasonably acceptable to Advance America,
necessary to convey to Advance America all of the Aircraft as contemplated by
this Agreement shall have been obtained and must be in full force and effect
and shown by written evidence reasonably satisfactory to Advance America.


7.2          Closing of IPO of Advance America
Common Stock.  The occurrence of the closing of the initial public
offering of Advance America’s common stock, as


 


9

















 


contemplated by Advance America’s registration
statement on Form S-1 under the Securities Act of 1933, as amended.


ARTICLE VIII


Conditions To Obligations Of Wyoming


The
obligations of Wyoming to contribute the Aircraft shall be subject to the
fulfillment at or prior to the Closing Date of each of the following
conditions:


8.1        Certified
Resolutions.  Advance America shall have delivered to
Wyoming a copy of a resolution adopted by its board of directors authorizing
the transactions contemplated by this Agreement, certified as of the Closing
Date by its secretary or assistant secretary.


8.2          No Prohibition. 
There shall not be any order of any court restraining, prohibiting or
invalidating Wyoming’ contribution of the Aircraft to Advance America or any other
material transaction contemplated hereby.


ARTICLE IX


Certain Actions After The Closing


9.1          Risk of Loss.  Title to the Aircraft, including risk of
casualty loss, shall remain with Wyoming until Delivery.  If the Aircraft or any part thereof is
destroyed or suffers any casualty damage or loss prior to Delivery, Advance
Aircraft may elect in its sole discretion to either (i) terminate this
Agreement by written notice to Wyoming, and thereafter, neither party shall
have any further rights or obligations hereunder (other than the obligations of
Wyoming contained in Section 10.2 hereof, which shall in any event survive the
termination of this Agreement) or (ii) require Wyoming to repair (at Wyoming’s
sole cost and expense and within a reasonable period of time) such casualty
loss or damage to the reasonable satisfaction of Advance America which repair
shall be accepted by Advance America after an inspection to be conducted in the
same manner as provided in Article 3 hereof.


9.2          Taxes.  Advance
America hereby agrees to pay the sales, use, or similar taxes or assessments
and duties or fees, which may be imposed by any taxing authority upon the
delivery, or  its registration or
ownership of the Aircraft, but specifically excluding any capital gains,
income, personal property or other similar taxes which may be assessed against
Wyoming.


9.3          Execution
of Further Documents.  From and after the Closing, upon the
reasonable request of Advance America, Wyoming shall execute, acknowledge and
deliver all such further acts, deeds, bills of sale, assignments, transfers,
conveyances, powers of attorney and assurances as may be required to convey and
transfer to and vest in (i) each Company, and protect, its right, title and
interest in all of the assets and


 


10

















 


properties comprising each
Company’s business; and (ii) Advance America, and protect, its right, title and
interest in the Aircraft; and similarly from and after the Closing, upon the
reasonable request of Wyoming, Advance America shall execute, acknowledge and
deliver all such further acts, deeds, bills of sale, assignments transfers,
conveyances, powers of attorney and assurances as may be required to convey and
transfer to and vest in Wyoming, and protect, their right, title and interest
in the Contribution Stock transferred to Wyoming pursuant to this Agreement;
and, in each case, as may be appropriate otherwise to carry out the
transactions contemplated by this Agreement.


ARTICLE X


Indemnification


10.1        Indemnification
by Advance America.  Advance America hereby releases and agrees
to indemnify and save and hold Wyoming and its 
subsidiaries and affiliates, and each of their respective officers,
agents and employees (collectively, the “Wyoming Indemnitees”) harmless from
and against any and all losses, claims, suit or judgment, including reasonable
attorney’s fees, costs and expenses incident thereto for deaths or injuries to
any persons, and for the loss of, damage to or destruction of any property
which occurs after the Delivery of the Aircraft and which in any manner arises
out of the ownership, possession, maintenance or use of the Aircraft by Advance
America or its affiliates, agents or assigns except, with respect to each
Wyoming Indemnitee, if caused by the gross negligence or willful misconduct of
such Wyoming Indemnitee.  In no event
shall Advance America be liable to any Wyoming Indemnitee or any third party
for any incidental or consequential damages, including, without limitation,
loss of profits or goodwill, loss of use, loss of time, inconvenience or
commercial loss.  Notwithstanding
anything herein to the contrary, the provisions of this Section 10.1 shall
survive the termination of this Agreement.


10.2        Indemnification
by Wyoming.  Wyoming hereby releases and agrees to
indemnify and save and hold Advance America and its subsidiaries and
affiliates, and each of their respective officers, agents and employees
(collectively, the “Advance America Indemnitees”) harmless from and against any
and all losses, claims, suit or judgment, including reasonable attorney’s fees,
costs and expenses incident thereto for deaths or injuries to any persons, and
for the loss of, damage to or destruction of any property which occurs at or
prior to Delivery of the Aircraft and which in any manner arises out of the
ownership, possession, maintenance or use of the Aircraft by Wyoming, or its
affiliates, agents or assigns except, with respect to each Advance America
Indemnitee, if caused by the gross negligence or willful misconduct of such
Advance America Indemnitee. In no event shall Wyoming be liable to Advance
America or any third party for any incidental or consequential damages,
including, without limitation, loss of profits or goodwill, loss of use, loss
of time, inconvenience or commercial loss. 
Notwithstanding anything herein to the contrary, the provisions of this
Section 10.2 shall survive the termination of this Agreement.


10.3        Notification
of Claims.


 


11

















 


(a)           A party which may be entitled to be
indemnified pursuant to Sections 10.1 or 10.2 (the “Indemnified Party”) shall promptly notify the party liable for
such indemnification (the “Indemnifying
Party”) in writing of any pending or threatened claim or demand which
the Indemnified Party has determined, has given or could give rise to a right
of indemnification under this Agreement (including a pending or threatened
claim or demand asserted by a third party against the Indemnified Party),
describing in reasonable detail the facts and circumstances with respect to the
subject matter of such claim or demand; provided, however, that
the failure to provide such notice shall not release the Indemnifying Party
from any of its obligations under this Article X except to the extent that the
Indemnifying Party is materially prejudiced by such failure.  Subject to the Indemnifying Party’s right to
defend in good faith third party claims as hereinafter provided, the
Indemnifying Party shall satisfy its obligations under this Article X within 30
days after the receipt of written notice thereof from the Indemnified Party.


(b)           If the Indemnified Party shall notify
the Indemnifying Party of any claim or demand pursuant to Section 10.3(a), and
if such claim or demand relates to a pending or threatened claim or demand
asserted by a third party against the Indemnified Party, the Indemnifying Party
shall have the right to employ counsel reasonably acceptable to the Indemnified
Party to defend any such claim or demand asserted against the Indemnified Party.  The Indemnified Party shall have the right
to participate in the defense of any such claim or demand at its own
expense.  The Indemnifying Party shall
notify the Indemnified Party in writing, as promptly as possible (but in any
case before the due date for the answer or response to a claim) after the date
of the notice of claim given by the Indemnified Party to the Indemnifying Party
under Section 10.3(a) of its election to defend any such third party claim or
demand.  The Indemnified Party shall
make available to the Indemnifying Party or its agents all records and other
materials in the Indemnified Party’s possession reasonably required by the
Indemnifying Party for its use in defending any third party claim or demand.  Neither the Indemnified Party nor the
Indemnifying Party shall settle or compromise any claim or demand for which
indemnity is sought pursuant to this Article X without the prior written
consent of the other party, which shall not be unreasonably withheld or
delayed.


10.4        Survival.  All the representations, warranties, and
agreements of the parties contained in this Agreement, or any certificate or
other document delivered pursuant to or in connection with this Agreement shall
survive the Closing.


10.5        Sole Remedy.  The
sole remedy of the parties hereto for any breach for non-performance of any
provision of this Agreement, other than a breach or non-performance of any
provision of this Agreement by Advance America or Wyoming prior to the Closing,
shall be the indemnification provided by this Article X or injunctive or other
equitable relief (it being agreed by the parties that each of the covenants and
agreements of the parties set forth herein, including without limitation, any
agreement as to the payment of any moneys to be paid after the Closing shall be
specifically enforceable).


 


12

















 


ARTICLE XI


Miscellaneous


11.1        Amendment and Modification.  The parties hereto may amend, modify and supplement this
Agreement in such manner as may be agreed upon in writing by Advance America,
on the one hand, and Wyoming, on the other hand.


11.2        Binding Effect;
Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, permitted assigns, heirs and legal
representatives.  The obligations of the
parties under this Agreement may not be assigned or delegated in whole or in
part.


11.3        Waiver.  All rights
of the parties hereunder are separate and cumulative. No waiver by either party
of any default hereunder shall be deemed waiver of any subsequent default.


11.4        Entire Agreement.  This Agreement and the Exhibits attached hereto contain the
entire agreement of the parties hereto with respect to the contribution of the
Aircraft and the other transactions contemplated herein, and supersedes all
prior understandings and agreements of the parties with respect to the subject
matter hereof.  Any reference herein to
this Agreement shall be deemed to include the Exhibits attached hereto.


11.5        Headings.  The
descriptive headings in this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


11.6        Execution
in Counterpart.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original.


11.7        Notices.  Any
notice, request, information or other document to be given hereunder to any of
the parties by any other party shall be in writing and delivered to the parties
at the following addresses (or to such other address as a party may have specified
by notice to the other party pursuant to this provision):


If
to Wyoming, addressed to:


	
  Wyoming Associates,
  Inc.

  
	
  961 East Main Street

  
	
  Spartanburg, SC 29301

  
	
  Attn: Dan C. Breeden,
  Jr.

  
	
  Fax: 864-594-5856

  
	
   

  



With
a copy to:


	
  Steven C. Blanck

  
	
  Jackson & Wade,
  L.L.C.

  



 


13

















 


	
  21628 Midland Drive,
  Suite 200

  
	
  Shawnee, KS  66218

  
	
  Fax: 913-338-1755

  
	
   

  



If
to Advance America, addressed to:


	
  Advance America, Cash
  Advance Centers, Inc.

  
	
  135 N. Church Street

  
	
  Spartanburg, South
  Carolina 29306

  
	
  Attn:  Christian Rudolph

  
	
  Telephone: (864)
  342-5663

  
	
  Fax: (864) 580-5458

  
	
   

  



with
a copy to:


	
  Skadden, Arps, Slate,
  Meagher & Flom, LLP

  
	
  4 Times Square

  
	
  New York, New York
  10036

  
	
  Attn: Susan J.
  Sutherland, Esq.

  
	
  Telephone: (212) 735-3000

  
	
  Fax: (212) 735-2000

  



 


Any
such notice shall be deemed given (i) when receipted for by the party to whom
addressed, in the case of personal delivery; (ii) the next business day
following service by overnight mail or delivery service; (iii) the third
business day following the deposit in the U.S. mail, postage prepaid,
registered or certified mail, return receipt requested; or (iv) upon receipt of
electronic facsimile transmission, provided that a copy of such facsimile
notice shall simultaneously be sent to the address by certified or registered
mail, return receipt requested.


11.8        Termination. 
Either party may terminate this Agreement in the event the other party
materially breaches any of the terms and conditions contained herein, or
otherwise defaults in the performance of its material contractual obligations
hereunder.  Such termination shall be
effective upon five (5) days written notice to the defaulting party and shall
in no way affect the rights or liabilities of the parties which shall have accrued
as of the date of such termination.


11.9        Governing Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of South Carolina applicable to contracts made and
to be performed therein and without regard to such State’s conflict of law
provisions; the rights and remedies of the parties hereunder shall be
determined in accordance with the laws of South Carolina.  Wyoming and Advance America acknowledge that
the above provisions of this Section 11.9 are just, fair and reasonable to the
parties and the parties’ respective agents, employees and representatives.  Wyoming and Advance America further
acknowledge that such provisions represent terms which have been bargained for
in the course of the parties’ discussions and negotiations leading to the
agreement, and that the bargaining power of Wyoming and Advance America is
approximately equal in the matters set forth in this agreement.


 


14

















 


11.10      Limitation
on Rights of Other Persons.  Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give any person,
firm, corporation or other entity other than the parties hereto any rights or
remedies under or by reason of this Agreement or any transaction contemplated
hereby, except as herein otherwise provided.


11.11      Severability.  If
any provision of this Agreement shall be held or deemed to be, or shall in fact
be, illegal, inoperative, void or unenforceable, the same shall not affect any
other provision contained herein, or render the same invalid, inoperative or
unenforceable to any extent whatsoever. 
Such provision shall be deemed omitted, and this Agreement, with such
provision omitted, shall remain in full force and effect.


[* * * 
SIGNATURES TO FOLLOW * * *]


 


15

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


	
   

  	
  ADVANCE AMERICA, CASH
  ADVANCE CENTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


16

















 


	
   

  	
  WYOMING ASSOCIATES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


17

















 


Exhibit A


[Aircraft Inventory]


 

















 


Exhibit B


Share
Ownership and Purchase Price Allocation for Aircraft


 

















 


Exhibit C


FORM
OF BILL OF SALE


KNOW
ALL MEN BY THESE PRESENTS that [-], a [-] corporation (the “Seller”), is
the owner of the full, legal and beneficial title to the following airframe
(the “Airframe”), the related engines as specified below (the “Engines”)
and all appliances, components, parts, instruments, accessories, furnishings,
modules and other equipment of any nature incorporated therein, installed
thereon or attached thereto on the date hereof (the “Parts”):


	
  MANUFACTURER OF THE AIRFRAME:

  	
   

  	
  MANUFACTURER OF ENGINES:

  
	
   

  	
   

  	
   

  
	
  [-]

  	
   

  	
  [-]

  
	
   

  	
   

  	
   

  
	
  MODEL:

  	
   

  	
  MODEL:

  
	
   

  	
   

  	
   

  
	
  [-]

  	
   

  	
  [-]

  
	
   

  	
   

  	
   

  
	
  MANUFACTURER’S SERIAL NUMBER:

  	
   

  	
  SERIAL NUMBERS:

  
	
   

  	
   

  	
   

  
	
  [-]

  	
   

  	
  [-]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [-]

  



 


FAA
REGISTRATION:   [-]


The
Airframe, Engines and Parts are hereinafter together referred to as the “Aircraft”.


For
and in consideration of the payment by [-], (the “Buyer”), to the Seller
of the sum of Ten US Dollars $10.00, and other valuable consideration in hand
received, and pursuant to that certain Contribution Agreement, dated as of [--]
(the “Contribution Agreement”), among (i) the Seller, and (ii) Buyer,
the Seller does hereby grant, convey, sell, transfer, bargain, deliver and set
over all of its above described rights, title and interest to the Aircraft to
the Buyer and to its successors and assigns. 
Seller hereby also assigns to Buyer any and all assignable warranties
and contracts applicable to the Aircraft that Seller has received directly or
indirectly from any manufacturer, supplier, maintenance provider or third
party.


The
Seller hereby warrants to the Buyer, its successors and assigns that it has on
the date hereof good and lawful right to sell, deliver and transfer title to
the Aircraft to the Buyer and that there is hereby conveyed to the Buyer on the
date hereof good, legal and valid title to the Aircraft, free and clear of all
Liens (as defined in the Contribution Agreement) whatsoever.


The Airframe and
Parts are sold in “AS IS, WHERE IS” condition and without recourse to or warranty
as to condition being given by the Seller.


 

















 


Upon
execution of this Bill of Sale, the Seller shall have no further right, title
or interest (whether by way of ownership, lien or otherwise) in or to the
Airframe and Parts or any other associated rights relating thereto (including
all warranties relating thereto).This Bill of Sale is and shall be governed by
and construed in accordance with the laws of the State of New York.


IN
WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this ___ day of _____________, 2004.


	
   

  	
  [-]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  :

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


2

















 


Exhibit D


FORM OF ACCEPTANCE CERTIFICATE


 


THIS ACCEPTANCE CERTIFICATE is delivered, as of the date set forth
below, by Advance America, Cash Advance Centers, Inc., a Delaware corporation
(“Advance America”), to Wyoming Associates, Inc., a [-] corporation
(“Wyoming”), pursuant to the Contribution Agreement between Advance America and
Wyoming dated December  ____, 2004 (the
“Agreement”).


 


Advance America hereby indicates and confirms to Wyoming that Advance
America has, at ___________ on ____________________, 2004, at _______________,
_________________, in accordance with the provisions of the Agreement accepted;
(A) one used 1985 Canadair Ltd. Challenger CL-600-2A12 aircraft, serial number
3042, FAA registration number N333GJ (the “Challenger Airframe”), with two (2)
General Electric CF343A engines, serial numbers 350155 and 350227 attached
thereto (the “Challenger Engines”), together with all components, accessories,
and equipment installed in or attached or unattached to the Challenger Airframe
or Challenger Engines, any and all spare parts owned by Wyoming and intended to
be used in connection with any of the foregoing and all records relating to any
of the foregoing (all of the foregoing collectively, the “Challenger
Aircraft”), and, (B) one used 1994 Gates Learjet 31A aircraft, serial number
99, FAA registration number N1932K (the “Lear Airframe”), with two (2) Garrett
TFE731-2-3B engines, serial numbers 99311 and 99292 attached thereto (the “Lear
Engines”), together with all components, accessories, and equipment installed
in or attached or unattached to the Lear Airframe or Lear Engines, any and all
spare parts owned by Wyoming and intended to be used in connection with any of
the foregoing and all records relating to any of the foregoing (all of the
foregoing collectively, the “Lear Aircraft”). 
The Challenger Aircraft and the Lear Aircraft shall be referred to
herein collectively as the “Aircraft”. 
(collectively, the “Aircraft”).


 


Advance America hereby confirms to Wyoming that Advance America has
accepted the Aircraft for all purposes hereof and of the Agreement.  This Acceptance Certificate shall in all
respects be governed by, and construed in accordance with, the laws of the
State of New York.


 


IN WITNESS WHEREOF, Advance America or its assignee has caused this
instrument to be executed and delivered by its duly authorized officer at the
date and time of delivery set forth above.


 


Advance America,
Cash Advance Centers, Inc.


 


By:                                                                          


Name:                                                                     


Title: