Exhibit 10.14


CONTRIBUTION
AGREEMENT


DATED
AS OF DECEMBER ____, 2004


by
and among


THE
MEMBERS OF


CHURCH
AND COMMERCE, LLC


AND


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.

















 


TABLE OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE I Definitions

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Defined Terms

  	
  1

  
	
  1.2

  	
  Referenced
  Terms

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II Contribution of
  Shares

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Contribution
  of Shares

  	
  3

  
	
  2.2

  	
  Closing

  	
  3

  
	
  2.3

  	
  Closing
  Obligations

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III  Representations and Warranties of the
  Members

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Organization, Power
  and Good Standing

  	
  3

  
	
  3.2

  	
  Financial
  Statements

  	
  4

  
	
  3.3

  	
  Liabilities of the
  Companies

  	
  4

  
	
  3.4

  	
  Books and
  Records

  	
  4

  
	
  3.5

  	
  Title to Assets and
  Properties

  	
  4

  
	
  3.6

  	
  Authority and Binding
  Obligation

  	
  5

  
	
  3.7

  	
  Acknowledgements

  	
  5

  
	
  3.8

  	
  Investment
  Purpose

  	
  6

  
	
  3.9

  	
  Accredited
  Investor

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV  Representations and Warranties of Advance
  America

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Representations

  	
  6

  
	
  4.2

  	
  Organization,
  Power and Authority of Advance America

  	
  6

  
	
  4.3

  	
  Due
  Authorization; Binding Obligation; No Conflicts; and Consents

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V  Covenants of the Parties

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Reasonable
  Best Efforts

  	
  7

  
	
  5.2

  	
  Conduct of
  Business Pending the Closing

  	
  7

  
	
  5.3

  	
  Access
  to the Properties and Records of the Companies

  	
  7

  
	
  5.4

  	
  Power of
  Attorney

  	
  7

  
	
  5.5

  	
  Required
  Approvals

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI Conditions to
  Obligations of Advance America

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Receipt of Necessary
  Consents

  	
  8

  
	
  6.2

  	
  Commencement
  of IPO of Advance America Common Stock

  	
  8

  
				



 


ii

















 


	
  6.3

  	
  Approval by Company’s
  Mortgage Lender

  	
  8

  
	
  6.4

  	
  Resignations

  	
  9

  
	
  6.5

  	
  Termination

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII Conditions
  to obligations of the members

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Certified
  Resolutions

  	
  9

  
	
  7.2

  	
  No Prohibition

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Certain actions
  after the Closing

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Delivery
  of Property Received by the Members After Closing

  	
  9

  
	
  8.2

  	
  Execution of Further
  Documents

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Indemnification

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Indemnification by the
  Members

  	
  10

  
	
  9.2

  	
  Notification
  of Claims

  	
  10

  
	
  9.3

  	
  Survival

  	
  11

  
	
  9.4

  	
  Sole Remedy

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Miscellaneous

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Amendment and Modification

  	
  11

  
	
  10.2

  	
  Binding Effect; Assignment

  	
  11

  
	
  10.3

  	
  Entire
  Agreement

  	
  11

  
	
  10.4

  	
  Headings

  	
  11

  
	
  10.5

  	
  Execution
  in Counterpart

  	
  11

  
	
  10.6

  	
  Notices

  	
  12

  
	
  10.7

  	
  Governing Law

  	
  12

  
	
  10.8

  	
  Limitation on
  Rights of Other Persons

  	
  12

  
	
  10.9

  	
  Severability

  	
  13

  



_____________________________


EXHIBITS


 


Exhibit A               Share
Ownership and Purchase Price Allocation for Shares


 


Exhibit A-1            Membership List as of  December _____, 2004


 


iii

















 


Exhibit B               Property
Description


 


Exhibit C               Contracts
Schedule


 


Exhibit D               Loan Documents


 


iv

















 


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”), Revocable Trust
Agreement of George Dean Johnson, Jr., George Dean Johnson, Jr., Trustee; Dan
C. Breeden, Jr., Trustee under Susan P. Johnson Revocable Trust dated 7/17/01;
Steven A. McKenzie; Brenda G. McKenzie; Dean L. Buntrock; Rosemarie Buntrock;
Charley Buntrock Zeches; Margot Weinstein; Charley Buntrock Zeches and Margot
Weinstein as Co-Trustees of the Dean L. Buntrock Grandchildrens Trust dated
January 1, 1997; Donovan A. Langford, III; Clayton Bunctrock; John P. Nuzzo;
William M. Webster, IV; Lindsay L. Webster; George Dean Johnson, Jr., Trustee
of the Irrevocable Trust Agreement dated March 15, 1999;  Stewart H. Johnson; A. Foster Chapman; Dan
C. Breeden, Jr., Trustee under AAI/GDJ, III Trust dated April 21, 1998; Dan C.
Breeden, Jr., Trustee under AAI/SPJ Trust dated April 21, 1998; Daniel C.
Breeden, Jr.; Jane J. Breeden; Jane J. Breeden as Custodian for Sally Johnson
Breeden under the Uniform Gifts for Minors Act; Jane J. Breeden as Custodian
for Anne Carroll Breeden under the Uniform Gifts for Minors Act; Jane J.
Breeden as Custodian for Mary Nicholson Breeden under the Uniform Gifts for
Minors Act; Robert A. Brannon; John T. Egeland; and Robert M. Edsel (each a “Member,”
and collectively, the “Members”).


Recitals


The Members own all of
the outstanding Membership Shares (the “Shares”) in Church and Commerce, LLC, a
South Carolina limited liability company (the “Company”).  Each of the Members desires to contribute,
and Advance America desires to accept, all of the Shares of the Company, on the
terms and subject to the conditions of this Agreement.  For federal income tax purposes, it is
intended that the contribution of the Shares 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.


Covenants


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


                “Financial
Statements” means
the financial statements (including the notes thereto) referenced in Section
3.4.


                “GAAP” means the generally
accepted United States accounting principles, applied on a basis consistent
with the basis on which the Financial Statements were prepared but not
including any accounting for ad valorem taxes which are the responsibility of,
and accounted for, by Advance America as the Tenant under the Lease defined
below.


 


1

















 





“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.


“Liabilities” means any and
all debts, liabilities and obligations, whether accrued or fixed, absolute or
contingent, matured or unmatured or determined or determinable, including those
arising under any law, action or governmental order and those arising under any
contract, agreement, arrangement, commitment or undertaking or otherwise in
respect of the assets or the business of the Companies.


“Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
encumbrance or other adverse claim of any kind in respect of such property or
asset, other than Liens for fees, taxes, levies, duties or other governmental
charges of any kind, Liens of mechanics, materialmen, laborers, employees or
suppliers and similar Liens, in each case arising by operation of law incurred
in the ordinary course of business for sums that are not yet due and payable or
are being contested in good faith.  For
the purposes of this Agreement, a Person shall be deemed to own subject to a
Lien any property or asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property or asset.


“Loan Obligation” means the outstanding indebtedness of the Company,
which is due under that certain Note originally executed by the Company on or
about May 16, 2002 in favor of National Integrity Life Insurance Company.


“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.


“Property” means that certain parcel of real property located at
Church and Commerce Streets, in the City of Spartanburg, County of Spartanburg,
State of South Carolina, as more particularly described on Exhibit B attached hereto and
hereby made a part hereof, together with all buildings, structures and other
improvements located thereon.


1.2          Referenced
Terms


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


	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Caption

  
	
  Closing

  	
   

  	
  2.2

  
	
  Closing Date

  	
   

  	
  2.2

  
	
  Common Stock

  	
   

  	
  2.1

  
	
  Company

  	
   

  	
  Recitals

  



 


2

















 


	
  Damages

  	
   

  	
  9.1

  
	
  Effective Time

  	
   

  	
  2.2

  
	
  Indemnified Party

  	
   

  	
  9.2

  
	
  Indemnified Persons

  	
   

  	
  9.1

  
	
  Indemnifying Party

  	
   

  	
  9.2

  
	
  Lease

  	
   

  	
  3.11

  
	
  Members

  	
   

  	
  Caption

  
	
  Shares

  	
   

  	
  Recitals

  



 


ARTICLE II


Contribution
of Shares


2.1          Contribution of Shares.  Subject
to the terms and conditions of this Agreement, at the Closing each of the
Members shall contribute and transfer to Advance America the Shares that are
indicated as owned by that Member on Exhibit A attached hereto and hereby made a
part hereof, and Advance America shall accept the Shares from the Members.  In consideration for the Shares, Advance
America shall issue to the Members 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 the Members as indicated on Exhibit A
(the “Contribution Stock”).


2.2          Closing.  The closing of the contribution of
Shares, and of the other transactions contemplated herein, will take place at
the offices of Advance America, at _____ ___.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”).


2.3          Closing
Obligations


2.3.1       The Members’ Closing Deliveries.  At the Closing, the Members shall deliver to
Advance America assignment instruments representing the Shares and investment
letters, duly executed; consent of the holder of the Loan Obligation to the
transfer of the Shares, and any and all other agreements, certificates,
instruments and documents that shall be reasonably required of Members under
this Agreement.


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


 


3

















 


ARTICLE III


Representations
and Warranties of the Members


3.1          Organization, Power and Good Standing.  Each Member warrants that
the Company is a limited liability company, duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization, and
the Company has full limited liability and 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 other transactions
and agreements contemplated by this Agreement. 
The Company has heretofore delivered to Advance America true and
complete copies of its organizational documents as currently in effect.


3.2          Financial
Statements. 
References to “Financial Statements” includes:


3.2.1       balance sheets for the Company as at
December 31, 2003, and the related statements of income and equity, and
cash flows for each of the fiscal years then ended.


3.2.2       balance
sheet for the Company as at September 30, 2004 (“Companies’ Interim Balance Sheet”),
and the related statements of income and equity, and cash flows for the nine
months then ended; and


3.2.3       balance
sheet for the Company as at November 30, 2004 (“Effective Time Balance Sheet”),
and the related statements of income and equity, and cash flows for the eleven
months then ended.


Such Financial Statements
are true, complete, and accurate in all material respects and fairly present
the financial condition and the results of operations, changes in members’
equity, and cash flow for the Companies as at the respective dates of and for
the periods referred to in such Financial Statements, all in accordance with
GAAP, subject, in the case of interim Financial Statements, to normal recurring
adjustments (the effect of which will not, individually or in the aggregate,
have a material adverse effect).


3.3          Liabilities of the Companies.  The Company
has no Liabilities except for: (i) Liabilities reflected or reserved
against in the Company’s Balance Sheet, the Company’s Interim Balance Sheet, or
the Effective Time Balance Sheet, (ii) current Liabilities incurred in the
ordinary course of business since the date of the Company’s Interim Balance
Sheet which would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect.


3.4          Books and Records.  All books of
account, minute books, stock record books, and other records of the Company,
all of which have been made available to ADVANCE AMERICA, are complete and
correct in all material respects.  The
minute book of the Company contains materially accurate and complete records of
all formal meetings held of, and formal actions taken by, each Company’s
governors, managers, or members (in the case of a limited liability company) or
the shareholders, the board of directors, and committees of the board of the
directors  (in the case of a
corporation) (collectively referred to as the “Managers”), and no formal
meeting of any Managers has been held for


 


4

















 


which minutes have not been prepared and are not
contained in such minute books.  At the
Closing, all of such books and records will be in the possession of the
Company.


3.5          Title to Assets and Properties.  The Company
owns (with good and marketable title, subject only to the matters permitted by
the following sentence) all the properties and assets (whether real, personal
or mixed and whether tangible or intangible) that it purports to own located in
the facilities owned or operated by it or reflected as owned in the books and
records of the Companies, including all of the properties and assets reflected
in Companies’ Balance Sheet and Companies’ Interim Balance Sheet (except
personal property sold since the date of Companies’ Balance Sheet or Companies’
Interim Balance Sheet, as the case may be, in the ordinary course of business),
and all of the properties and assets purchased or otherwise acquired by such
Company since the date of Company’s Balance Sheet and Companies’ Interim
Balance Sheet (except for personal property acquired and sold since the date of
Companies’ Balance Sheet or Companies’ Interim Balance Sheet, as the case may
be, in the ordinary course of business and consistent with past practice).  All properties and assets reflected in
Company’s Balance Sheet and Companies’ Interim Balance Sheet are free and clear
of all Liens and are not, in the case of real property, subject to any rights
of way, building use restrictions, exceptions, variances, reservations, or
limitations of any nature except, with respect to all such properties and
assets:  (i) mortgages or security
interests shown on Companies’ Balance Sheet or Companies’ Interim Balance Sheet
as securing specified liabilities or obligations, with respect to which no
default (or event that, with notice or lapse of time or both, would constitute
a default) exists; (ii) mortgages or security interests incurred in
connection with the purchase of property or assets after the date of Companies’
Interim Balance Sheet (such mortgages and security interests being limited to
the property or assets so acquired), with respect to which no default (or event
that, with notice or lapse of time or both, would constitute a default) exists;
(iii) Liens for current taxes, which are due and payable but not past due;
and (iv) with respect to real property, (A) minor immaterial imperfections
of title, if any, none of which is substantial in amount, materially detracts
from the value or impairs the use of the property subject thereto, or impairs
the operations of the Company, (B) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject
thereto, (C) that certain Lease Agreement by Company as lessor and Advance
America as lessee dated September 1, 2000; and (D) those other exceptions to title
as more particularly set forth in that that certain Owner’s Title Policy with
an effective date of May 16, 2002, 4:06 P.M. issued by First American Title
Insurance Company.


3.6          Authority and Binding Obligation.  Each Member:
(a) has the absolute and unrestricted right, power and authority to execute and
deliver this Agreement and perform his, her or its obligations hereunder and
this Agreement constitutes the legal, valid and binding obligations, subject to
general equity principles, of such Member, 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; and
(b) owns the Shares indicated as owned by it on Exhibit A, free and clear of
any Lien and such Shares are not bound by or subject to any proxy agreement,
voting trust or other restriction regarding the voting thereof.


3.7          Acknowledgements.  Each Member
is aware and understands that (i) Advance America is relying upon the
representations, warranties, and agreements set forth in this Article III 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


 


5

















 


nature, and each Member 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) each Member 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.


3.8          Investment Purpose.  Each Member
severally 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.  Each Member shall execute an investment
letter or subscription agreement that Advance America and its counsel may rely
upon as to the Member’s understandings and representations in acquiring its
respective Common Stock.


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


3.10        Real
Property.  The only real property owned by the Company
is the Property.


3.11        Lease. 
The Members warrant and represent to Advance America that the only lease
entered into by the Company that affects the Property is that certain Lease
Agreement (the “Lease”) between the Company, as lessor, and Advance America,
as lessee, dated September 1, 2000.  The
Lease is an enforceable agreement of the Company.  The Company has fulfilled all material obligations required to
have been performed by the Company.  The
Company is not in material breach of or material default under the Lease, and
no event has occurred that, with the passage of time or giving of notice or
both, would constitute such a material breach or default, result in a loss of
any material rights or result in the creation of any Lien thereunder or
pursuant thereto.


3.12.       Existing
Contracts.  The Members warrant and represent to Advance
America that the schedule attached hereto as Exhibit C (the “Contracts
Schedule”) and hereby made a part hereof is true, correct and
complete with respect to all service, maintenance, repair, management, supply
and other contracts (including, without limitation, all service contracts of
the Tenant) affecting the Property entered into by the Company.


3.13        Insurance. 
The Members warrant and represent to Advance America that Advance
America as Tenant under the lease is responsible for maintaining such insurance
policies for the Property as are customarily maintained with respect to similar
properties.  To each Member’s knowledge,
true, correct and complete copies of all insurance policies with respect to the
Property are in the possession of Advance America.  No Member has received nor does any Member have knowledge of any
notice or request from any insurance company requesting the performance of any
work or alteration with respect to the Property.


 


6

















 


3.14        Litigation. 
The Members warrant and represent to Advance America that there are no
actions, suits or proceedings before any judicial or quasi-judicial body, by
any governmental authority or other third party, pending or to the Member’s
best knowledge, threatened, against or affecting all or any portion of the
Property and, to the Member’s best knowledge, there is no basis for any such
action.  There are no action, suits or
proceedings pending, contemplated or threatened by the Company in connection
with all or any of the Property or the Company’s ownership, rights, use,
development or maintenance thereof, including, without limitation, tax
reduction proceedings; and from and after the date hereof, the Company shall
not commence or allow to be commenced on its behalf any action, suit or
proceeding with respect to all or any portion of the Property without the prior
written consent of Advance America.  No
attachments, execution proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings are pending, or, to
the Member’s knowledge, threatened, against the Company.


3.15        Compliance
with Laws.  To the Members’ best knowledge and as of the
date possession of the Property was delivered to Advance America as Tenant
under the lease, the Property was in full compliance with all existing laws,
rules, regulations, ordinances and orders of all applicable federal, state,
city and other governmental, authorities in effect as of the Execution Date
(collectively “Laws”), including, without limitation, (a) the Americans with
Disabilities Act, 42 U.S.C. § 12102, et seq., together with all rules,
regulations and official interpretations promulgated pursuant thereto, and (b)
all Laws with respect to zoning, building, fire, life safety, health codes and
sanitation.  The Company has not
received any notice of, and the Members have no knowledge of, any condition
currently or previously existing on the Property or any portion thereof which
may give rise to any violation of any existing Law applicable to the Property
if it were disclosed to the authorities having jurisdiction over the Property.


3.16        Condemnation;
Special Assessments.  No Member has received and no Member has
knowledge of any pending or contemplated condemnation, eminent domain or
similar proceeding or special assessment which would affect the Property or any
part thereof in any way whatsoever.


3.17        Disclosure. 
To the Member’s best knowledge, the Company has disclosed to Advance
America all information relating to the Property that could reasonably be
expected to have a material adverse effect on the Property.


3.18        No
Conflicts.  The execution and delivery of this Agreement
by the Members, the consummation of the transactions herein contemplated to be
performed by the Members, and compliance with the terms of this Agreement by
the Members will not conflict with, or, with or without notice or the passage
of time or both, result in a breach of any of the terms or provisions of, or
constitute a default under, any indenture, deed of trust, mortgage, loan
agreement, or other document, instrument or agreement, oral or written, to
which any Member is a party or by which the Company or its assets are bound, or
any applicable regulation of any governmental agency or any judgment, order or
decree of any court having jurisdiction over the Company or all or any portion
of the Property.


3.19        Material
Misstatements or Omissions.  No
representations or warranties by the Members or the Company in this Agreement,
nor any document, exhibit, statement, certificate or schedule heretofore or
hereinafter furnished to Advance America by the Members or Company pursuant
hereto, or in connection with the transactions contemplated hereby, contains or
will contain any untrue


 


7

















 


statement of a material fact, or omits or will omit to
state any material fact necessary to make the statements or facts contained
therein not misleading.


3.20        Taxes. 
All business, occupation, sales, use and other similar taxes imposed
with respect to all or any portion of the Property or the operation thereof for
its currently intended purpose, which are due and payable by the Company have
been paid in full, or will be paid in full by the Company as and when such
taxes become due and payable.  The
Company has timely and properly filed (or timely requested  extensions with respect to) all federal, state,
local and foreign tax returns, reports and forms for which it is or has been
required to file with respect to the operation, use and ownership of the
Property and, all such returns, reports and forms are (or were at the time of
their filing) true, correct and complete in all material respects.


3.21        Survival. 
All of the representations and warranties of the Members and the Company
respectively set forth in this Agreement shall be true upon the Execution Date,
shall be deemed to be repeated at and as of the Closing Date (except as
otherwise disclosed in writing to Advance America) and shall survive the
delivery of the Deed and the Closing.


3.22        Loan
Obligation.  All installments of interest and principal
and all other sums required to be paid under the terms of the loan documents
for the Loan Obligation (collectively, the “Loan Documents”) have been paid and, as of
the date hereof, the aggregate outstanding principal amount of the Loan
Obligation is _____________________ Dollars ($_______________)  The Loan Obligation is in good standing and
the Loan Documents are in full force and effect, and the Company is not in
default thereunder nor do the Members have any knowledge of any event or
circumstance which, with or without the giving of notice, the passage of time
or both, may constitute a default under the Loan Documents.  No proceeding has ever been filed to
foreclose any deed of trust or mortgage securing the Loan Obligation and, to
the Member’s knowledge, no such proceeding is pending or threatened.  The Company has not received any notice of
any claimed default under, or violation of, the terms of the Loan
Documents.  The copies of the Loan
Documents which are being furnished by the Company to Advance America in
accordance with the terms of this Agreement (and which are each identified on Exhibit D
attached hereto and hereby made a part hereof) are true, complete and correct
copies of the same and have not been amended, modified or supplemented other
than as set forth on Exhibit D.


3.23        Purpose.  The Company has been formed solely for the purpose
of  owning, developing, and leasing the
Property, and the Company does not engage in any business unrelated to its
interest in the Property and the ownership, development and leasing
thereof.  The Company has not and will
not have any assets other than those related to its interest in the Property or
the development and leasing thereof or any indebtedness other than the Loan
Obligation or any other obligations, other than those in the Lease.


3.24    Limitation on Claims. 
No claims that representations and warranties were violated or untrue will
be made if the claim is based upon facts arising by virtue of (i) acts of
omission or commission caused or permitted by Advance America contrary to the
terms of the Lease or (ii) any matters or conditions directly or indirectly
caused or permitted by Advance America during the term of the Lease.


 


8

















 


ARTICLE IV


Representations
and Warranties of Advance America


4.1          In order to induce the Member to enter into this
Agreement and to consummate the transactions contemplated hereunder, Advance
America represents and warrants to the Members that the statements contained in
the Prospectus issued October 29, 2004 are correct and complete as of the date
of this Agreement.


4.2          Organization,
Power and Authority of Advance
America. 
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.


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


ARTICLE V


Covenants
of the Parties


5.1          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 Shares 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


 


9

















 


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.


5.2          Conduct of Business Pending the Closing.  From and
after the execution and delivery of this Agreement and until the Closing Date,
except as otherwise provided by the prior written consent of Advance America:


5.2.1  the Members will cause the Company to conduct its business
and operations in the manner in which it has heretofore been conducted, and the
Members will use, and cause each Company to use, its reasonable best efforts to
(i) preserve the business organization of the Company intact,
(ii) keep available to Advance America the services of the agents of the
Company, and (iii) preserve the relationships with the, tenants,
creditors, suppliers and others having dealings with the Company; and


5.2.2  the Members will, and will cause the Company to, maintain
all of the Company’s assets and properties in customary repair, order and
condition, reasonable wear and use excepted, and will cause the maintenance of
insurance of such types and in such amounts upon all of their assets and
properties and with respect to the conduct of their operations as are in effect
on the date of this Agreement.


5.3          Access to the Properties and Records of
the Companies. 
From and after the execution and delivery of this Agreement, the Members
will, and will cause the Company and its representatives to, afford to Advance
America and to the representatives of Advance America full access, during
normal business hours and upon reasonable notice, to each Company’s properties,
contracts, books and records, and other documents and data.


5.4          Power of Attorney.  Effective as of the Effective Time, the
Members appoint Advance America and its successors and assigns, the true and
lawful attorney or attorneys of the Members with full power of substitution, in
the name of each Member, but on behalf and for the benefit of and at the
expense of Advance America: (i) to institute and prosecute, in the name of
the Members 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 Shares subject to the prior consent of the Members,
which consent shall not be unreasonably withheld; (ii) to defend and
compromise any and all actions, suits or proceedings in respect of the Shares;
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 the Members 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
the Members shall pay to Advance America, when received, any amounts which
shall be received by the Members in respect of any accounts receivable or other
assets or properties related to any Company.


5.5          Required Approvals.  As promptly
as practicable after the date of this Agreement, the Members will, and will
cause the Company to, 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, the Members will, and will cause each
Company to, (i) cooperate


 


10

















 


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 VI


Conditions
to the Obligation of Advance America


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


6.1          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 Shares 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.


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


6.3          Approval by Company’s Mortgage Lender.  Advance America shall have obtained from the Company’s
mortgage lender, on terms satisfactory to Advance America in its sole
discretion, the approvals necessary to complete the transactions contemplated
by this Agreement.  Such Approval shall
require the limited recourse guaranty of Advance America’s subsidiary, Advance
America, Cash Advance Centers of South Carolina, Inc. (the “Substitute
Guarantor”).


                Between the date of this Agreement and the Closing
Date, Advance America will, and will cause the Substitute Guarantor to,
(i) cooperate with Advance America with respect to obtaining approval from
the Company’s mortgage lender in connection with the transactions contemplated
by this Agreement, and (ii) cooperate with the Company in obtaining all
approvals and consents the Company reasonably deems necessary or desirable to
consummate the transactions contemplated by this Agreement.


6.4          Resignations.  The
resignation of the Company’s Manager for the Substitute Guarantor to accept
immediately after closing.


6.5          Termination.  The
termination of the property management agreement with Company’s property
manager, Johnson Development Associates, Inc.


 


11

















 


ARTICLE VII


Conditions
to Obligations of the Members


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


7.1          Certified Resolutions.  Advance
America shall have delivered to the Members 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.


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


ARTICLE VIII


Certain
Actions After the Closing


8.1          Delivery of Property Received by the
Members After Closing.  The Members agree that they will transfer
or deliver to Advance America or the Companies, promptly after the receipt
thereof, any cash or other property which the Members receive after the Closing
Date in any respect of any claims, contracts, licenses, leases, or other
agreements or commitments, or any other items retained or intended to be
retained by the Company.


8.2          Execution of Further Documents.  From and after the Closing, upon the reasonable
request of Advance America, the Members 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 properties comprising each Company’s
business; and (ii) Advance America, and protect, its right, title and
interest in the Shares; and similarly from and after the Closing, upon the
reasonable request of the Members, 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 the Members, and protect, their right, title and
interest in the Contribution Shares transferred to the Members pursuant to this
Agreement; and, in each case, as may be appropriate otherwise to carry out the
transactions contemplated by this Agreement.


ARTICLE IX


Indemnification


9.1          Indemnification by the Members.  Each Member
will severally indemnify and hold harmless Advance America and its employees,
Members, controlling persons, and Affiliates (collectively, the “Indemnified  Advance America Persons”) for,
and will pay to the Indemnified Advance America Persons the amount of, any
loss, liability, claim, damage (excluding incidental and consequential
damages), or expense (including costs of investigation and defense and
reasonable attorneys’ fees), whether or not involving a third-party claim
(collectively, “Advance America


 


12

















 


Damages”), arising directly or indirectly from
or in connection with:  (i) any
breach of any representation or warranty made by such Member in this Agreement,
or any certificate or other document delivered pursuant to or in connection
with this Agreement; (ii) any breach by such Member of any covenant or
obligation of such Member in this Agreement; or (iii)  any claim by any
Person for brokerage or finder’s fees or commissions or similar payments based
upon any agreement or understanding alleged to have been made by any such
Person, with any of the Members (or any Person acting on their behalf) in
connection with any of the transactions contemplated by this Agreement.   Advance America will severally indemnify
and hold harmless the Members (collectively, the “Indemnified Members”) for,
and will pay to the Indemnified Members the amount of, any loss, liability,
claim, damage (excluding incidental and consequential damages), or expense
(including costs of investigation and defense and reasonable attorneys’ fees),
whether or not involving a third-party claim (collectively, “Members’
Damages”), arising directly or indirectly from or in connection
with:  (i) any breach of any
representation or warranty made by Advance America in this Agreement, or any
certificate or other document delivered pursuant to or in connection with this
Agreement; (ii) any breach by Advance America of any covenant or
obligation of Advance America in this Agreement; or (iii)  any claim by
any Person for brokerage or finder’s fees or commissions or similar payments
based upon any agreement or understanding alleged to have been made by any such
Person, with Advance America (or any Person acting on their behalf) in
connection with any of the transactions contemplated by this Agreement.


9.2          Notification of Claims.  (a) A
party which may be entitled to be indemnified pursuant to Section 8.1 (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 VIII 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 VIII 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 8.2(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 8.2(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


 


13

















 


shall settle or
compromise any claim or demand for which indemnity is sought pursuant to this
Article VIII without the prior written consent of the other party, which shall
not be unreasonably withheld or delayed.


9.3          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 indefinitely.


9.4          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 the Members prior to the
Closing, shall be the indemnification provided by this Article VIII 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).


ARTICLE X


Miscellaneous


10.1        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 a majority in
interest of the Members, on the other hand.


10.2        Binding Effect; Assignment.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and legal representatives.


10.3        Entire Agreement.  This
Agreement and the Exhibit attached hereto contain the entire agreement of the
parties hereto with respect to the contribution of the Shares and the other
transactions contemplated herein, and supersede 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 Exhibit attached hereto.


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


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


10.6        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 Members, addressed
to the addresses listed for each Member on Exhibit A-1 attached hereto and hereby made
a part hereof.


 


14

















 


If to Advance
America, addressed to:


Advance America, Cash
Advance Centers, Inc.

135 N. Church Street

Spartanburg, South Carolina 29306

Attn:  Sterling Laney — Vice President and Counsel

Telephone:        (864) 342-5877


Fax: (864)
342-5920


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.


10.7        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.  The Members and Advance America acknowledge
that the above provisions of this Section 10.7 are just, fair and reasonable to
the parties and the parties’ respective agents, employees and
representatives.  The Members 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 the
Members and Advance America is approximately equal in the matters set forth in
this agreement.


10.8        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.


10.9        Severability.  If any provision of this Agreement shall be
held or deemed to be, or shall in fact be, illegal, inoperative or unenforceable,
the same shall not affect any other provision contained herein, or render the
same invalid, inoperative or unenforceable to any extent whatsoever.


[* * *  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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  



 


16

















 


 


	
   

  	
   

  	
  Church and Commerce,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  Johnson Development
  Associates, Inc.

  
	
   

  	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  A. Foster Chapman

  
	
   

  	
   

  	
  Title:  

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


17

















 


	
   

  	
   

  	
  MEMBERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  GEORGE DEAN JOHNSON,
  JR. as Trustee of the Revocable Trust Agreement of George Dean Johnson, Jr.
  dated July 17, 2001

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


18

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  DAN C. BREEDEN, JR.
  Trustee under Trust Agreement dated 4/21/98 establishing AAI/GDJ, III Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


19

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  DAN C. BREEDEN, JR.
  Trustee under Trust Agreement dated 
  4/21/98 establishing AAI/SPJ Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


20

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  DAN C. BREEDEN, JR.
  Trustee under Susan P. Johnson Revocable Trust dated 7/17/01

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


21

















 


	
   

  	
   

  	
  STEVEN A. McKENZIE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


 


22

















 


	
   

  	
   

  	
  BRENDA G. McKENZIE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


23

















 


	
   

  	
   

  	
  DEAN L. BUNTROCK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


24

















 


	
   

  	
   

  	
  ROSEMARIE BUNTROCK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of ____________________,
  2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


25

















 


	
   

  	
   

  	
  CHARLEY BUNTROCK ZECHES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


26

















 


	
   

  	
   

  	
  MARGOT WEINSTEIN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


27

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  CHARLEY BUNTROCK ZECHES
  AND MARGOT WEINSTEIN AS CO-TRUSTEES OF THE DEAN L. BUNTROCK GRANDCHILDREN’S
  TRUST DATED JANUARY 1, 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


28

















 


	
   

  	
   

  	
  DONOVAN A. LANGFORD,
  III

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


29

















 


	
   

  	
   

  	
  CLAYTON BUNTROCK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


30

















 


	
   

  	
   

  	
  JOHN P. NUZZO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


31

















 


	
   

  	
   

  	
  WILLIAM M. WEBSTER, IV

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


32

















 


	
   

  	
   

  	
  LINDSAY L. WEBSTER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


33

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  GEORGE DEAN JOHNSON,
  JR. as Trustee of the Irrevocable Trust Agreement dated March 15, 1999

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


34

















 


	
   

  	
   

  	
  STEWART H. JOHNSON

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


35

















 


	
   

  	
   

  	
  DAN C. BREEDEN, JR.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


36

















 


	
   

  	
   

  	
  JANE J. BREEDEN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


37

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  JANE J. BREEDEN as
  Custodian for Mary Nicholson Breeden under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of ____________________,
  2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


38

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  JANE J. BREEDEN as
  Custodian for Anne Carroll Breeden under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


39

















 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  JANE J. BREEDEN as
  Custodian for Sally Johnson Breeden under Uniform Gifts to Minors Act

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


40

















 


	
   

  	
   

  	
  A.  FOSTER
  CHAPMAN

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


41

















 


	
   

  	
   

  	
  ROBERT A. BRANNON

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


42

















 


	
   

  	
   

  	
  JOHN T. EGELAND

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


43

















 


	
   

  	
   

  	
  ROBERT M. EDSEL

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SWORN to before me this
  _________

  	
   

  	
   

  	
   

  
	
  day of
  ____________________, 2004

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ______________________________

  	
   

  	
   

  	
   

  
	
  Notary Public for
  ________________

  	
   

  	
   

  	
   

  
	
  My Commission Expires:
  _________

  	
   

  	
   

  	
   

  
	
  ________________________(SEAL)

  	
   

  	
   

  	
   

  
					



 


44

















 


Exhibit A


 


Share Ownership and Purchase Price Allocation for
Shares


 


Church & Commerce, LLC (C&C)


Contribution of Membership to Advance America, Cash
Advance


Centers, Inc. (AA)


 


	
  C&C Value

  	
   

  	
  $7,100,000.00

  	
   

  	
  AA Stock Price

  	
   

  	
  $14.00

  
	
  Less Mortgage

  	
   

  	
  $(6,519,057.12)

  	
   

  	
  Shares Issued

  	
   

  	
  41,496

  
	
  Value of Shares Issued

  	
   

  	
  $580,942.88

  	
   

  	
   

  	
   

  	
   

  



 


	
  Shareholder

  	
   

  	
  Percentage
  Ownership of C&C

  	
   

  	
  Shares
  Issued for C&C Contribution (with fractional shares)

  	
   

  	
  Shares
  Issued for C&C Contribution (rounding to remove fractional shares)*

  	
   

  	
  Total
  Shares Issued

  	
   

  
	
  Revocable Trust Agreement of George Dean Johnson,
  Jr., dated July 17, 2001, George Dean Johnson, Jr., Trustee

  	
   

  	
  16.240

  	
  %

  	
  6,738.95

  	
   

  	
  6,739

  	
   

  	
  6,739

  	
   

  
	
  Dan C. Breeden, Jr. Trustee under Trust Agreement
  dated 4/21/98 establishing AAI/GDJ, III Trust

  	
   

  	
  6.750

  	
  %

  	
  2,800.98

  	
   

  	
  2,801

  	
   

  	
  2,801

  	
   

  
	
  Dan C. Breeden, Jr. Trustee under Trust Agreement
  dated 4/21/98 establishing AAI/SPJ Trust

  	
   

  	
  6.750

  	
  %

  	
  2,800.98

  	
   

  	
  2,801

  	
   

  	
  2,801

  	
   

  
	
  Dan C. Breeden, Jr. Trustee under Susan P. Johnson
  Revocable Trust dated 7/17/01

  	
   

  	
  3.340

  	
  %

  	
  1,385.97

  	
   

  	
  1,386

  	
   

  	
  1,386

  	
   

  
	
  Steven A. McKenzie

  	
   

  	
  15.000

  	
  %

  	
  6,224.40

  	
   

  	
  6,224

  	
   

  	
  6,224

  	
   

  
	
  Brenda G. McKenzie

  	
   

  	
  15.000

  	
  %

  	
  6,224.40

  	
   

  	
  6,224

  	
   

  	
  6,224

  	
   

  
	
  Dean L. Buntrock

  	
   

  	
  8.440

  	
  %

  	
  3,502.26

  	
   

  	
  3,502

  	
   

  	
  3,502

  	
   

  
	
  Rosemarie Buntrock

  	
   

  	
  3.376

  	
  %

  	
  1,400.90

  	
   

  	
  1,401

  	
   

  	
  1,401

  	
   

  
	
  Charley Buntrock Zeches

  	
   

  	
  0.422

  	
  %

  	
  175.11

  	
   

  	
  175

  	
   

  	
  175

  	
   

  
	
  Charley Buntrock Zeches

  	
   

  	
  0.844

  	
  %

  	
  350.23

  	
   

  	
  350

  	
   

  	
  350

  	
   

  
	
  Margot Weinstein

  	
   

  	
  0.844

  	
  %

  	
  350.23

  	
   

  	
  350

  	
   

  	
  350

  	
   

  
	
  Charley Buntrock Zeches and Margot Weinstein as
  Co-Trustees of the Dean L. Buntrock Grandchildren’s Trust dated January 1,
  1997

  	
   

  	
  0.422

  	
  %

  	
  175.11

  	
   

  	
  175

  	
   

  	
  175

  	
   

  
	
  Donovan A. Langford, III

  	
   

  	
  0.422

  	
  %

  	
  175.11

  	
   

  	
  175

  	
   

  	
  175

  	
   

  
	
  Clayton Buntrock

  	
   

  	
  1.266

  	
  %

  	
  525.34

  	
   

  	
  525

  	
   

  	
  525

  	
   

  
	
  John P. Nuzzo

  	
   

  	
  0.844

  	
  %

  	
  350.23

  	
   

  	
  351

  	
   

  	
  351

  	
   

  



 


45

















 


	
  William M. Webster, IV

  	
   

  	
  9.559

  	
  %

  	
  3,966.52

  	
   

  	
  3,967

  	
   

  	
  3,967

  	
   

  
	
  Lindsay L. Webster

  	
   

  	
  0.675

  	
  %

  	
  280.10

  	
   

  	
  280

  	
   

  	
  280

  	
   

  
	
  George Dean Johnson, Jr., Trustee of the Irrevocable
  Trust Agreement dated March 15, 1999

  	
   

  	
  3.266

  	
  %

  	
  1,355.34

  	
   

  	
  1,355

  	
   

  	
  1,355

  	
   

  
	
  Stewart H. Johnson

  	
   

  	
  3.370

  	
  %

  	
  1,398.42

  	
   

  	
  1,399

  	
   

  	
  1,399

  	
   

  
	
  Daniel C. Breeden, Jr.

  	
   

  	
  0.270

  	
  %

  	
  112.04

  	
   

  	
  113

  	
   

  	
  113

  	
   

  
	
  Jane J. Breeden

  	
   

  	
  0.270

  	
  %

  	
  112.04

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  Jane J. Breeden as Custodian for Sally Johson
  Breeden under the Uniform Gifts for Minors Act

  	
   

  	
  0.270

  	
  %

  	
  112.04

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  Jane J. Breeden as Custodian for Anne Carroll
  Breeden under the Uniform Gifts for Minors Act

  	
   

  	
  0.270

  	
  %

  	
  112.04

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  Jane J. Breeden as Custodian for Mary Nicholson
  Breeden under the Uniform Gifts for Minors Act

  	
   

  	
  0.270

  	
  %

  	
  112.04

  	
   

  	
  112

  	
   

  	
  112

  	
   

  
	
  A. Foster Chapman

  	
   

  	
  0.680

  	
  %

  	
  282.17

  	
   

  	
  282

  	
   

  	
  282

  	
   

  
	
  Robert A. Brannon

  	
   

  	
  0.680

  	
  %

  	
  282.17

  	
   

  	
  282

  	
   

  	
  282

  	
   

  
	
  John T. Egeland

  	
   

  	
  0.106

  	
  %

  	
  43.99

  	
   

  	
  44

  	
   

  	
  44

  	
   

  
	
  Robert M. Edsel

  	
   

  	
  0.354

  	
  %

  	
  146.90

  	
   

  	
  147

  	
   

  	
  147

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100.0000%

  	
   

  	
  40,628.73

  	
   

  	
  40,629.00

  	
   

  	
  40,629

  	
   

  



 


*     Rounded
shares, added 1 to each of the largest members: George, Brenda, & Steve
McKenzie.


 


46

















 


Exhibit A-1


 


Membership
as of December ________, 2004


 


	
  Member’s
  Name

  And
  Address

  
	
  Revocable Trust
  Agreement of George Dean Johnson, Jr., dated July 17, 2001, George Dean
  Johnson, Jr., Trustee

  PO Box 3524

  Spartanburg, SC  29304

  
	
  Dan C. Breeden, Jr.
  Trustee under Trust Agreement dated 4/21/98 establishing AAI/GDJ, III Trust

  P.O. Box 3524

  Spartanburg, SC  29304

  
	
  Dan C. Breeden, Jr.
  Trustee under Trust Agreement dated 4/21/98 establishing AAI/SPJ Trust

  P.O. Box 3524

  Spartanburg, SC  29304

  
	
  Dan C. Breeden, Jr.
  Trustee under Susan P. Johnson Revocable Trust dated 7/17/01

  P.O. Box 3524

  Spartanburg, SC  29304

  
	
  Steven A. McKenzie

  PO Box 1479

  Cleveland, TN 37364

  
	
  Brenda G. McKenzie

  PO Box 6092

  Cleveland, TN
  37320-6092

  
	
  Dean L. Buntrock

  Oakbrook Terrace Tower

  One Tower Lane, Suite
  2242

  Oakbrook Terrace, IL
  60181

  
	
  Rosemarie Buntrock

  Oakbrook Terrace Tower

  One Tower Lane, Suite
  2242

  Oakbrook Terrace, IL
  60181

  
	
  Charley Buntrock Zeches

  61 Vicksburg Street

  San Francisco CA 94119

  
	
  Margot Weinstein

  47 Burying Hill Road

  Greenwich, CT 06831

  



 


47

















 


	
  Charley Buntrock Zeches
  and Margot Weinstein as Co-Trustees of the Dean L. Buntrock Grandchildren’s
  Trust dated January 1, 1997

  Oakbrook Terrace Tower,
  #2242

  One Tower Lane

  Oak Brook Terrace, IL
  60181

  
	
  Donovan A. Langford,
  III

  1949 Buckingham Drive

  Wheaton, IL 60187

  
	
  Clayton Buntrock

  2200 Northeast Parkway

  St. Joseph MO 64506

  
	
  John P. Nuzzo

  54 Bud Lane

  Stamford CT 06903

  
	
  William M. Webster, IV

  184 Mills Ave.

  Spartanburg, SC 29302

  
	
  Lindsay L. Webster

  184 Mills Ave.

  Spartanburg, SC 29302

  
	
  George Dean Johnson,
  Jr., Trustee of the Irrevocable Trust Agreement dated March 15, 1999

  PO Box 3524

  Spartanburg, SC 29304

  
	
  Stewart H. Johnson

  PO Box 3555

  Spartanburg, SC 29304

  
	
  Daniel C. Breeden, Jr.

  PO Box 3524

  Spartanburg, SC 29304

  
	
  Jane J. Breeden

  PO Box 3524

  Spartanburg, SC 29304

  
	
  Jane J. Breeden as
  Custodian for Sally Johnson Breeden under the Uniform Gifts for Minors Act

  PO Box 3524

  Spartanburg, SC 29304

  



 


48

















 


	
  Jane J. Breeden as
  Custodian for Anne Carroll Breeden under the Uniform Gifts for Minors Act

  PO Box 3524

  Spartanburg, SC 29304

  
	
  Jane J. Breeden as
  Custodian for Mary Nicholson Breeden under the Uniform Gifts for Minors Act

  PO Box 3524

  Spartanburg, SC 29304

  
	
  A. Foster Chapman

  Johnson Development
  Associates

  PO Box 3524

  Spartanburg, SC 29304

  
	
  Robert A. Brannon

  105 Montgomery Circle

  Spartanburg, SC 29302

  
	
  John T. Egeland

  PO Box 3058

  Spartanburg, SC 29304

  
	
  Robert M. Edsel

  2911 Turtle Creek Blvd

  Dallas, TX 75219

  



 


49

















 


Exhibit D


 


	
  LOAN DOCUMENTS

  
	
  1.

  	
   

  	
  Loan Commitment Letter

  
	
  2.

  	
   

  	
  Mortgage (a) Exhibit
  “A” Legal Description

  
	
  3.

  	
   

  	
  UCC-1 Financing
  Statements together with Exhibit A and Schedule A

     (a)SC
  Secretary of State (CC)

     (b)Spartanburg
  County (CC)

     (c)DE
  Secretary of State (AA)

     (d)SC
  Secretary of State (AA)

  
	
  4.

  	
   

  	
  Limited Recourse
  Guaranty (a) Stewart H. Johnson

  
	
  5.

  	
   

  	
  Assignment of Parking
  Agreement

     (a)Borrower

     (b)Tenant-Pledge

  
	
  6.

  	
   

  	
  Assignment of Leases

  
	
  7.

  	
   

  	
  Promissory Note

  
	
  8.

  	
   

  	
  Environmental/ADA
  Indemnity

  
	
  9.

  	
   

  	
     (a)
  Escrow Waiver Letter 

     (b)
  Waiver of Appraisal Rights

  
	
  10.

  	
   

  	
  SNDA

  
	
  11.

  	
   

  	
  Tenant Estoppel

  
	
  12.

  	
   

  	
  Affidavit of No Change,
  Damage or Destruction Property

  
	
  13.

  	
   

  	
  UCC Pre-Closing
  Searches

     (a)Sec.
  of State

     (b)Sptbg.
  County

     (c)UCC
  Search Report (CC)

     (d)Sptbg.
  County (AA)

     (e)Sec.
  of State (AA)

     (f)DE
  Sec. of State (AA)

     (g)UCC
  Search Report (AA)

  
	
  14.

  	
   

  	
  UCC Post Closing
  Searches

     (a)Sec.
  of State

     (b)Sptbg.
  County

  
	
  15.

  	
   

  	
  Borrower Counsel’s
  Legal Opinion

     (a)
  Borrowing Representation Certificate

  



 


 


50