THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Advance America, Cash Advance Centers, Inc. (AEA)

4/12/2006 Proxy Information

We have operating leases for three of our payday cash advance centers, warehouse space, office space, and airplane hangar space from companies controlled by or affiliated with Mr. George D. Johnson, Jr. and members of his family. Total lease payments and related expenses for these leases were approximately $194,000 in 2005. The average monthly rent for the payday cash advance centers is approximately the same as for centers we leased from unaffiliated parties. The annual rent per square foot for the warehouse space is $3.22, and the annual rent for the office space is approximately $27,000. It is our opinion that the terms of these leases are comparable to those that could be obtained from unaffiliated parties. The hangar lease payments were approximately $82,000 in 2005.

4/12/2005 Proxy Information

In connection with the operation of our business, we have leased airplanes and hangar space from Wyoming Associates, Inc., a company owned by George D. Johnson, Jr., the Chairman of our Board of Directors, and we leased an airplane from Mr. Dean Buntrock, a stockholder and one of our former directors. We paid approximately $1,132,000 in 2004 for the airplanes we leased from Wyoming Associates. Hangar lease payments totaled approximately $79,000 in 2004. We paid approximately $504,000 in 2004 for the airplane we leased from Mr. Buntrock. We believe that the terms of these aircraft and hanger leases were at least as favorable to us as we could have obtained from an unaffiliated third party. Simultaneously with the closing of the initial public offering of our Common Stock in December 2004, we acquired two airplanes from Wyoming Associates and terminated the airplane leases in exchange for our issuance of 686,217 shares of our Common Stock, based on the initial public offering price of $15.00 per share. Our aircraft lease with Mr. Buntrock was terminated effective as of September 1, 2004. We expect to continue to lease hangar space from Wyoming Associates and believe that, at least for the near term, it is more favorable to us to lease that space rather than incur the expense of constructing our own hangar space. Similarly, we expect to continue to use Wyoming Associates' maintenance personnel to service the aircraft acquired by us. Our corporate policy no longer allows for personal use by our personnel of our aircraft, unless that personal use does not result in an incremental cost to us.

We also leased space for our corporate headquarters in Spartanburg, South Carolina, from Church and Commerce, LLC, an entity whose members included, directly or indirectly, Mr. Johnson, various trusts established for the benefit of members of Mr. Johnson's family, Mr. Webster, Mr. Egeland, Mr. Buntrock, Ms. McKenzie, a stockholder and one of our former directors, and certain other of our stockholders who were selling stockholders in the initial public offering of our Common Stock. Church and Commerce was managed by Johnson Development Associates, Inc., which is controlled by both Mr. Johnson and trusts established for the benefit of his children. We paid Church and Commerce rent in the amount of $976,000 in 2004. We acquired Church and Commerce simultaneously with the closing of the initial public offering of our Common Stock in December 2004 in exchange for our issuance of 38,730 shares of our Common Stock, based on the initial public offering price of $15.00 per share, and our formally assuming the mortgage on the headquarters building and related land of approximately $6.5 million.

We also have operating leases for three of our payday cash advance centers and warehouse space from companies controlled by or affiliated with Mr. Johnson and members of his family. Total lease payments and related expenses for these leases were approximately $238,000 in 2004. The average monthly rent is approximately the same as for centers leased from third parties. The annual rent per square foot for the warehouse space is $3.37. It is our opinion that the terms of these leases are comparable to those that could be obtained from unaffiliated parties.

In consideration for the termination of a shareholders agreement among us and our stockholders, and as part of the initial public offering of our Common Stock, the George D. Johnson, Jr. Revocable Trust dated July 17, 2001; the Susan Phifer Johnson Revocable Trust dated July 17, 2001; the AAI/GDJ, III Trust dated 04/21/98; the AAI/SPJ Trust dated 04/21/98; DCB Advance Holdings, LLC; the Irrevocable Trust dated March 15, 1999; William M. Webster, IV; and Lindsay L. Webster have entered into a registration rights agreement with us. Pursuant to that agreement, and after the lock-up agreements pertaining to the initial public offering expire on June 13, 2005, these stockholders may demand that we register under the Securities Act of 1933, as amended, for resale all or a portion of the approximately 36 million shares of our Common Stock owned by them. The holders of a majority of the shares subject to registration rights under the registration rights agreement may select the managing underwriters, subject to our approval, for any offering in which we do not participate. Pursuant to the registration rights agreement, we are required to pay all registration expenses required to register the shares of these stockholders, subject to certain limitations.

In connection with the initial public offering of our Common Stock in December 2004, we used approximately $68.4 million of our net proceeds from that offering to repay our outstanding subordinated debt. Of that subordinated debt repayment, a total of approximately $5.7 million was paid to an entity owned and controlled by Mr. Johnson, approximately $5.9 million was paid to trusts for the benefit of members of Mr. Johnson's immediate family, approximately $7.0 million was paid to an entity controlled by Mr. Buntrock, approximately $12.7 million was paid to Ms. McKenzie, and approximately $6.6 million was paid to trusts for the benefit of members of Ms. McKenzie's immediate family.

12/14/2004 S-4 Information

In 2001, we entered into a capital lease expiring in 2016 with Church and Commerce, LLC, as lessor, for a building in Spartanburg, South Carolina, that we use as our corporate headquarters. Church and Commerce, LLC is a special purpose entity, which is consolidated in our consolidated financial statements. Church and Commerce, LLC is a limited liability company whose members include, directly or indirectly, George D. Johnson, Jr. (who is the Chairman of our Board of Directors and our largest stockholder), various trusts established for the benefit of members of Mr. Johnson's family, William M. Webster, IV (who is our Chief Executive Officer and one of our directors), John T. Egeland (who is our President), Dean L. Buntrock (who is one of our former directors), Brenda B. McKenzie (who is one of our former directors) and certain other of our stockholders, all of whom are selling stockholders in this offering. See "Principal and Selling Stockholders." Church and Commerce, LLC is managed by Johnson Development Associates, Inc., which is controlled by both Mr. Johnson and trusts established for the benefit of his children. We paid Church and Commerce, LLC rent in the amounts of approximately $125,000 in 2001, $1.0 million in 2002, $1.0 million in 2003 and $752,000 in the first nine months of 2004. We are currently in discussions with the owners of Church and Commerce, LLC regarding our acquisition of it. We would acquire Church and Commerce, LLC simultaneously with the closing of this offering pursuant to a contribution agreement that would contain representations, warranties and other provisions that are customary for a transaction of this nature. We expect to pay the acquisition price by (i) issuing approximately 41,496 shares of our common stock, based on the assumed initial public offering price of our common stock of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus) and (ii) formally assuming the mortgage on the headquarters building and related land as a result of our acquisition of Church and Commerce, LLC. The principal amount of this mortgage was approximately $6.6 million at September 30, 2004. For accounting purposes, in accordance with FASB FIN 46, this mortgage is already shown as our obligation on our September 30, 2004 balance sheet. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Mortgage Payable" on page 63. This transaction has been approved by a majority of the disinterested members of our board of directors, after consideration of an appraisal of our headquarters building by an independent firm with expertise in real estate appraisals.

In connection with the operation of our business, we have leased airplanes and hangar space from Wyoming Associates, Inc., a company owned by Mr. Johnson, and we leased an airplane from Mr. Buntrock. We paid approximately $1.1 million in 2001, $1.3 million in 2002, $1.1 million in 2003 and $829,000 in the first nine months of 2004 for the airplanes we leased from Wyoming Associates, Inc. Hangar lease payments totaled approximately $59,000 in the first nine months of 2004 and $79,000 in each of the three full prior years. We paid approximately $0 in 2001, $0 in 2002, $0 in 2003 and $504,000 for the first nine months of 2004 for the airplane we leased from Mr. Buntrock. We are currently in discussions with Mr. Johnson regarding our acquisition of the two airplanes that we currently lease from Wyoming Associates, Inc, a 1985 Canadair Ltd. Challenger aircraft and a 1994 Gates Learjet aircraft. We would acquire the two airplanes simultaneously with the closing of this offering pursuant to a contribution agreement that would contain representations, warranties and other provisions that are standard for such a transaction, taking into account our previous use of these aircraft. We expect to pay the acquisition price by issuing approximately 735,232 shares of our common stock, based on the assumed initial public offering price of our common stock of $14.00 per share (the midpoint of the price range set forth on the cover of this prospectus). This transaction has been approved by a majority of the disinterested members of our board of directors, after consideration of an appraisal of the aircraft performed by an independent firm with expertise in aircraft appraisals. Our aircraft lease with Mr. Buntrock was terminated effective as of September 1, 2004. We expect to continue to lease hangar space from Wyoming Associates, Inc. and believe that, at least for the near term, it is more favorable to us to lease such space rather than incur the expense of constructing our own hangar space. Similarly, we expect to continue to use Wyoming Associates' maintenance personnel to service the aircraft to be acquired by us. The financial terms relating to such maintenance arrangement have not yet been negotiated. Our corporate policy does not allow for personal use by our personnel of our aircraft, unless such personal use does not result in any incremental cost to us.

We also have operating leases for four of our payday cash advance centers, one of which was terminated in 2002, and warehouse space from companies controlled by or affiliated with Mr. Johnson and members of his family. Total lease payments and related expenses for these leases were approximately $191,000 in 2001, $176,000 in 2002, $237,000 in 2003 and $179,000 for the first nine months of 2004. Our real estate managers negotiated the monthly rent for these facilities with the leasing management company. The average monthly rent, including common area maintenance, for the three payday cash advance centers' operating leases is $1,776. This compares to an average monthly rent, including common area maintenance, of $1,990 for all of our payday cash advance centers for the month of July 2004. The annual rent per square foot for the warehouse space is $3.37. It is our opinion that the terms of these leases are comparable to similar terms that could be obtained from unaffiliated parties.

We engaged The Law Offices of Stephen K. Benjamin, P.A., of which Stephen K. Benjamin is a principal and founder, in connection with certain legal and consulting matters for which we paid fees and expenses of $56,000 in 2001, $65,000 in 2002 and $10,000 in 2003. Mr. Benjamin became one of our directors in July 2004. In addition, in August 2003, we sold a financial services business to a company controlled by Mr. Benjamin in exchange for a $37,550 promissory note, which was guaranteed by Mr. Benjamin. As of July 30, 2004, Mr. Benjamin disposed of his interest in this company and, in connection therewith, was released from his guarantee of the promissory note. We also extended a $25,000 line-of-credit to that company, which was guaranteed by Mr. Benjamin and which was repaid in 2003.

We and our current stockholders are parties to a stockholders agreement that will terminate immediately prior to the consummation of this offering. This agreement governs such matters as nominations to our board of directors, corporate governance issues, the transfer of shares of our common stock, registration rights and our status as an S corporation. The selling stockholders are offering their common stock in this offering pursuant to the registration rights provisions of the stockholders agreement.

Upon consummation of this offering, the George Dean Johnson, Jr. Revocable Trust dated July 17, 2001, the Susan Phifer Johnson Revocable Trust dated July 17, 2001, the AAI/GDJ, III Trust dated 04/21/98, the AAI/SPJ Trust dated 04/21/98, DCB Advance Holdings, LLC, the Irrevocable Trust dated March 15, 1999, William M. Webster, IV and Lindsay L. Webster will enter into a registration rights agreement with us. Pursuant to that agreement, and after the lock-up agreements pertaining to this offering expire 180 days from the date of this prospectus, these stockholders may demand that we register under the Securities Act for resale all or a portion of the 35,804,730 shares of our common stock owned by the stockholders who are a party to that registration rights agreement. The holders of a majority of the shares subject to registration rights under the registration rights agreement may select the managing underwriters, subject to our approval, for any offering in which we do not participate. Pursuant to the registration rights agreement, we are required to pay all registration expenses required to register the shares of these stockholders, subject to certain limitations.

See pages 108 - 111 for further information.