Exhibit
10.1


FIFTH AMENDMENT


THIS FIFTH AMENDMENT
(this “Amendment”) dated as of August 16, 2006 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 (the “Administrative Agent”).


W I T N E S S E T
H


WHEREAS, a $265
million revolving credit facility has been extended to the Borrower pursuant to
the Amended and Restated Credit Agreement (as amended, modified and
supplemented from time to time, the “Credit Agreement”) dated as of July
16, 2004 among the Borrower, the Guarantors, the Lenders identified therein and
Bank of America, N.A., as Administrative Agent; and


WHEREAS, the
Borrower has requested certain modifications to the Credit Agreement and the Required
Lenders have agreed to the requested modifications on the terms and conditions set
forth herein.


NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


1.         Defined Terms.  Capitalized terms used herein but not
otherwise defined herein shall have the meanings provided to such terms in the
Credit Agreement.


2.         Amendments.


2.1       In Section 1.1 of the
Credit Agreement, the definition of “Permitted Stock Repurchase” is amended to
read as follows:


“Permitted
Stock Repurchase” means the repurchase of Capital Stock of the Borrower in
an aggregate amount of up to (i) prior to the date of the Fifth Amendment to
the Credit Agreement, $50 million and (i) on and after the date of the Fifth
Amendment to the Credit Agreement, $100 million (excluding any repurchases made
prior to the date of the Fifth Amendment to the Credit Agreement).


2.2       In Section
7.1(b)(ii)(A), (B) and (C) of the Credit Agreement, the phrase “forty-five (45)
days” is amended to read “forty-five (45) days (or, in the case of the fourth
fiscal quarter, seventy-five (75) days)”.


3.         Conditions Precedent.  This
Amendment shall be effective as of the date hereof upon execution of this
Amendment by the Credit Parties and the Required Lenders.


4.         Reaffirmation
of Representations and Warranties. 
The Borrower and each Guarantor represents and warrants that the
representations and warranties set forth in the Credit Agreement and the other
Credit Documents are true and correct in all material respects as of the date
hereof (except those that expressly relate to an earlier period).


5.         Reaffirmation of Guaranty.  Each
Guarantor (a) acknowledges and consents to all of the terms and conditions of
this Amendment, (b) affirms all of its obligations under the Credit Documents and
(c) agrees that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge such Guarantor’s obligations
under the Credit Documents.











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


7.         No
Other Changes.  Except as modified
hereby, all of the terms and provisions of the Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.


8.         Counterparts.  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.


9.         Governing
Law.  This Amendment shall be deemed
to be a contract made under, and for all purposes shall be construed in
accordance with, the laws of the State of North Carolina.


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IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Fifth Amendment to be duly
executed and delivered as of the date first above written.


BORROWER:


ADVANCE AMERICA, CASH ADVANCE
CENTERS, INC., a Delaware corporation


By:          /s/
Kenneth E. Compton                     


Name:     Kenneth
E. Compton


Title:       Chief Executive Officer and President


GUARANTORS:


AARC, INC., a Delaware
corporation


By:          /s/ Monica L. Allie                               


Name:     Monica
L. Allie


Title:       President


ADVANCE AMERICA SERVICING OF ARKANSAS, INC., a Delaware corporation


ADVANCE AMERICA SERVICING OF INDIANA, INC., a Delaware corporation


ADVANCE AMERICA LEASING SERVICES, INC., a Delaware corporation


AAIC, INC., a Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF ALABAMA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF ALASKA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF ARIZONA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF ARKANSAS, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF CALIFORNIA, LLC,


a Delaware limited liability company


ADVANCE AMERICA, CASH ADVANCE CENTERS OF COLORADO, LLC,


a Delaware limited liability company


ADVANCE AMERICA, CASH ADVANCE CENTERS OF CONNECTICUT, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF DELAWARE, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF DISTRICT OF COLUMBIA, INC.,


a Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF FLORIDA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF GEORGIA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF HAWAII, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF IDAHO, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF ILLINOIS, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF INDIANA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF IOWA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF KANSAS, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF KENTUCKY, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF LOUISIANA, LLC, a Delaware
limited liability company


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MAINE, INC., a Delaware
corporation


ADVANCE AMERICA, CASH
ADVANCE CENTERS OF MARYLAND, INC., a Delaware corporation


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth
E. Compton


Title:       Chief Executive Officer and President


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ADVANCE AMERICA, CASH ADVANCE CENTERS OF MASSACHUSETTS, INC., a
Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MICHIGAN, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MINNESOTA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MISSISSIPPI, LLC,


a Delaware limited liability company


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MISSOURI, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF MONTANA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEBRASKA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEVADA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW HAMPSHIRE, INC., a
Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW JERSEY, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW MEXICO, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NEW YORK, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NORTH CAROLINA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF NORTH DAKOTA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF OHIO, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF OKLAHOMA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF OREGON, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF PENNSYLVANIA, LLC, a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF SOUTH CAROLINA, INC., a
Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF SOUTH DAKOTA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF TENNESSEE, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF TEXAS, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF UTAH, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF VERMONT, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF VIRGINIA, INC., a Delaware
corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF WASHINGTON, LLC,


a Delaware limited liability company


ADVANCE AMERICA, CASH ADVANCE CENTERS OF WEST VIRGINIA, INC., a
Delaware corporation


ADVANCE AMERICA, CASH ADVANCE CENTERS OF WISCONSIN, INC., a Delaware
corporation


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 MISSOURI, L.L.C., 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


NCAS OF DELAWARE, LLC, a
Delaware limited liability company


NCAS OF NEW JERSEY, LLC,
a Delaware limited liability company


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth
E. Compton


Title:       Chief Executive Officer and President


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AA CHALLENGER, LLC, a Delaware limited liability company


AA AIR, LLC, a Delaware
limited liability company


ADVANCE AMERICA MONEY.COM, INC., a Delaware corporation


ACSO OF MICHIGAN, INC., a
Delaware corporation


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth
E. Compton


Title:       Chief Executive Officer and President


ACSO OF TEXAS, L.P.,


a Texas limited partnership


ADVANCE AMERICA SERVICING OF TEXAS, L.P.,


a Texas limited
partnership


By:          ADVANCE AMERICA, CASH
ADVANCE CENTERS OF TEXAS, INC.,
                a Delaware corporation and
its general partner


 


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth E. Compton


Title:       Chief
Executive Officer and President


W.P.S. SYSTEMS, LTD. OF NEW ENGLAND,


a Rhode Island
corporation


By:                              ADVANCE
AMERICA, CASH ADVANCE CENTERS OF RHODE ISLAND, INC.,


a Delaware corporation


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth E. Compton


Title:       Chief
Executive Officer and President


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NCA OF LOUISIANA, LLC, a
Delaware limited liability company


By:          /s/ Kenneth E. Compton                     


Name:     Kenneth
E. Compton


Title:       Chief Executive Officer and President


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ADMINISTRATIVE


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


By:                                                                          


Name:


Title:


LENDERS:                                                BANK OF AMERICA, N.A., as a Lender


By:                                                                          


Name:     Scott K. Mitchell


Title:       Senior Vice President


WACHOVIA BANK, NATIONAL
ASSOCIATION


By:                                                                          


Name:


Title:


US BANK NATIONAL ASSOCIATION


By:                                                                          


Name:


Title:


WELLS
FARGO BANK, N.A.


By:                                                                          


Name:


Title:


NATIONAL CITY BANK OF
PENNSYLVANIA


By:                                                                          


Name:


Title:


NATIONAL BANK OF SOUTH
CAROLINA


By:                                                                          


Name:


Title:


CAROLINA FIRST BANK


By:                                                                          


Name:


Title:


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FIRST TENNESSEE BANK
NATIONAL ASSOCIATION


By:                                                                          


Name:


Title:


BRANCH
BANKING AND TRUST COMPANY


By:                                                                          


Name:


Title:


TEXAS
CAPITAL BANK, NA


By:                                                                          


Name:


Title: