Exhibit 10.1  FIRST AMENDMENT  THIS FIRST AMENDMENT
(this Amendment) dated as of June 26, 2008 to the Credit
Agreement referenced below is by and among Advance America, Cash Advance
Centers, Inc., a Delaware corporation (the Borrower), the
Guarantors identified on the signature pages hereto (the Guarantors),
the Lenders identified on the signature pages hereto and Bank of America,
N.A., as administrative agent (in such capacity, the Administrative Agent).  W I T N E S S E T
H  WHEREAS, a revolving credit
facility has been extended to the Borrower pursuant to the Amended and Restated
Credit Agreement (as amended, modified and supplemented from time to time, the Credit
Agreement) dated as of March 24, 2008 among the Borrower, the
Guarantors, the Lenders identified therein and the Administrative Agent; and  WHEREAS, the Borrower has
requested certain modifications to the Credit Agreement and the Required Lenders
have agreed to the requested modifications on the terms set forth herein.  NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:  1.Defined Terms.  Capitalized terms used herein
but not defined herein shall have the meanings provided to such terms in the
Credit Agreement.  2.Amendment.  In Section 7.9(a) of
the Credit Agreement clause (iv) is amended to read as follows:  (iv) the
aggregate amount of repurchases of Capital Stock of the Borrower made after January 1,
2008  3.Conditions Precedent.  This
Amendment shall be effective as of the date hereof upon execution of this
Amendment by the Credit Parties and the Required Lenders.  4.Reaffirmation of Obligations.  Each Credit
Party (a) acknowledges and consents to all of the terms and conditions of
this Amendment, (b) affirms all of its obligations under the Credit
Documents and (c) agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge such Credit Partys
obligations under the Credit Documents.  5.Reaffirmation of Security Interests.  Each Credit
Party (i) affirms that each of the
Liens granted in or pursuant to the Credit Documents are valid and subsisting
and (ii) agrees that this Amendment shall in no manner impair or otherwise
adversely effect any of the Liens granted in or pursuant to the Credit
Documents.  6.No Other Changes.  Except as modified hereby, all
of the terms and provisions of the Credit Documents (including schedules and
exhibits thereto) shall remain in full force and effect.  7.Counterparts; Facsimile Delivery.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such


counterpart. Delivery of
an executed counterpart of this Amendment by facsimile shall be effective as an
original.  8.Governing Law.  This Amendment shall be deemed
to be a contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of North Carolina.  [Signature Pages Follow]  2


IN WITNESS
WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment
to be duly executed and delivered as of the date first above written.  BORROWER:  ADVANCE
AMERICA, CASH ADVANCE CENTERS, INC., a Delaware corporation  By:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  GUARANTORS:  AARC, INC., a Delaware
corporation  By:
  /s/
  W. Thomas NewellName:
  W. Thomas NewellTitle:
  President  ADVANCE AMERICA SERVICING
OF ARKANSAS, INC., a Delaware corporation ADVANCE AMERICA SERVICING
OF INDIANA, INC., a Delaware corporation ADVANCE AMERICA LEASING
SERVICES, INC., a Delaware corporation AAIC, INC., a Delaware
corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ALABAMA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ALASKA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ARIZONA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ARKANSAS, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF CALIFORNIA, LLC, a Delaware limited
liability company ADVANCE AMERICA, CASH
ADVANCE CENTERS OF COLORADO, LLC, a Delaware limited
liability company ADVANCE AMERICA, CASH
ADVANCE CENTERS OF CONNECTICUT, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF DELAWARE, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF DISTRICT OF COLUMBIA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF FLORIDA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF GEORGIA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF HAWAII, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF IDAHO, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF ILLINOIS, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF INDIANA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF IOWA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF KANSAS, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF KENTUCKY, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF LOUISIANA, LLC, a Delaware limited
liability company ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MAINE, INC., a Delaware corporation ADVANCE AMERICA, CASH ADVANCE
CENTERS OF MARYLAND, INC., a Delaware corporation  By:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  [Signature Pages Continue]


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MASSACHUSETTS, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MICHIGAN, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MINNESOTA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MISSISSIPPI, LLC, a Delaware limited
liability company ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MISSOURI, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MONTANA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEBRASKA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEVADA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEW HAMPSHIRE, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEW JERSEY, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEW MEXICO, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NEW YORK, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NORTH CAROLINA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF NORTH DAKOTA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF OHIO, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF OKLAHOMA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF OREGON, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF PENNSYLVANIA, LLC, a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF RHODE ISLAND, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF SOUTH CAROLINA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF SOUTH DAKOTA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF TENNESSEE, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF TEXAS, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF UTAH, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF VERMONT, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF VIRGINIA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF WASHINGTON, LLC, a Delaware limited
liability company ADVANCE AMERICA, CASH
ADVANCE CENTERS OF WEST VIRGINIA, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF WISCONSIN, INC., a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF WYOMING, INC., a Delaware corporation ADVANCE AMERICA SERVICING
OF GEORGIA, INC., a Delaware corporation MCKENZIE CHECK ADVANCE OF
ALABAMA, L.L.C., a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
ARKANSAS, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
COLORADO, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
INDIANA, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
IOWA, L.L.C., a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
KANSAS, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
MISSISSIPPI, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
NEBRASKA, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
NEW JERSEY, L.L.C., a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
OHIO, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
OREGON, LLC, a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF
WASHINGTON, L.L.C., a Tennessee limited liability company MCKENZIE CHECK ADVANCE OF WISCONSIN, LLC, a Tennessee limited liability
company NCA OF MISSOURI, INC., a
Delaware corporation NCAS OF DELAWARE, LLC, a
Delaware limited liability company NCAS OF NEW JERSEY, LLC,
a Delaware limited liability company  By:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  [Signature Pages Continue]


AA CHALLENGER, LLC, a
Delaware limited liability company AA
AIR, LLC, a Delaware limited liability company ADVANCE AMERICA
MONEY.COM, INC., a Delaware corporation ACSO OF MICHIGAN, INC., a
Delaware corporation NCA OF LOUISIANA, LLC, a
Delaware limited liability company AA CANADA HOLDINGS, INC.,
a Delaware corporation ADVANCE AMERICA, CASH
ADVANCE CENTERS OF PUERTO RICO, INC., a Delaware corporation ADVANCE AMERICA
INDUSTRIAL LOAN SERVICES OF GEORGIA, INC., a Delaware corporation  By:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  ACSO OF TEXAS, L.P., a
Texas limited partnership ADVANCE AMERICA SERVICING
OF TEXAS, L.P., a Texas limited partnership  By:
  ADVANCE AMERICA, CASH
  ADVANCE CENTERS OF TEXAS, INC.,a Delaware corporation
  and its general partnerBy:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  W.P.S. SYSTEMS, LTD. OF
NEW ENGLAND, a Rhode Island corporation  By:
  ADVANCE AMERICA, CASH
  ADVANCE CENTERS OF RHODE ISLAND, INC.,a Delaware corporationBy:
  /s/
  Kenneth E. ComptonName:
  Kenneth E. ComptonTitle:
  Chief Executive Officer
  and President  [Signature Pages Continue]


ADMINISTRATIVE AGENT:
  BANK OF AMERICA, N.A.,
  as Administrative AgentBy:
  /s/ Anne ZeschkeName:
  Anne ZeschkeTitle:
  Vice PresidentLENDERS:
  BANK OF AMERICA, N.A.,as a Lender, L/C Issuer
  and Swingline LenderBy:
  /s/ Scott K. MitchellName:
  Scott K. MitchellTitle:
  Senior Vice PresidentWACHOVIA BANK, NATIONAL
  ASSOCIATIONBy:
  /s/ David S. SampsonName:
  David S. SampsonTitle:
  Senior Vice PresidentUS BANK NATIONAL
  ASSOCIATIONBy:
  /s/ Juli K. Van HookName:
  Juli K. Van HookTitle:
  Sr. Vice PresidentWELLS FARGO BANK, N.A.By:
  /s/ Kevin DowdleName:
  Kevin DowdleTitle:   Vice
  PresidentNATIONAL CITY BANKBy:
  /s/ James RitchicName:
  James RitchicTitle:
  SVPUNION BANK OF
  CALIFORNIA, N.A.By:
  /s/ Sarah DanielName:
  Sarah DanielTitle:   Vice
  PresidentNATIONAL BANK OF SOUTH
  CAROLINABy:
  /s/ Lam B. BrittonName:
  Lam B. BrittonTitle:
  Senior Vice President  [Signature Pages Continue]


BRANCH BANKING AND
  TRUST COMPANYBy:Name:Title:CAROLINA FIRST BANKBy:
  /s/ Charles D.
  ChamberlainName:  Charles D.
  ChamberlainTitle: Executive Vice
  PresidentBANK OF OKLAHOMA, N.A.By:
  /s/ Vaughn P. Graham,
  JrName:  Vaughn P.
  Graham, JrTitle:  Vice President