THIRD AMENDMENT TO AMENDED AND RESTATED


SENIOR LENDING AGREEMENT


This THIRD AMENDMENT (“Third Amendment”) is dated as of the 1st day of January, 2009, to that certain Amended and Restated Senior Lending Agreement (the “Senior Lending Agreement”) dated as of May 31, 2007, by and between Pioneer Financial Services, Inc., Pioneer Military Lending of Nevada, LLC, Pioneer Military Lending of Georgia, LLC, Military Acceptance Corporation, Inc., and Pioneer Funding, Inc., (all collectively as the “Borrowers” and each individually as a “Borrower”); UMB Bank, N.A., Arvest Bank, Commerce Bank, N.A., First Banks, First National Bank of Kansas, Texas Capital Bank, N.A., Bank of Oklahoma, N.A., JP Morgan Chase Bank , N.A., Southwest Bank of St. Louis, BancFirst and SolutionsBank (all collectively as the “Banks” and each individually as a “Bank”).


WHEREAS, the Borrowers and the Banks have previously amended the before-described Senior Lending Agreement by a certain Amendment No. 1 dated August 14, 2007 and Amendment No. 2 dated October 18, 2007 (the “Previous Amendments”) for the purpose of adding BancFirst and SolutionsBank, respectively, as parties and “Banks” as defined in the Senior Lending Agreement; and


WHEREAS, since the Senior Lending Agreement was first executed the following corporate changes have occurred for operational and tax efficiency reasons with respect to certain of the original Borrower parties:





	
             
 	
            (i)
 	
            Military Acceptance Corporation of Nevada , Inc.  merged with and into  Military Acceptance Corporation, Inc.
 









	
             
 	
            (ii)
 	
            Pioneer Military Lending of Nevada, Inc. was converted into a limited liability company under the name Pioneer Military Lending of Nevada, LLC  and it is now a subsidiary of  Pioneer Funding, Inc.
 









	
             
 	
            (iii)
 	
            Pioneer Military Lending of Georgia, Inc. was converted into a limited liability company under the name Pioneer Military Lending of Georgia, LLC  and it is  now a subsidiary of  Pioneer Funding, Inc.
 









	
             
 	
            (iv)
 	
            Pioneer Military Lending, Inc. merged with and into Pioneer Funding, Inc.; and
 









	
             
 	
            (v)
 	
            Pioneer Services Lending, Inc. was dissolved; and
 






WHEREAS, the Borrowers and the Banks now desire to amend the before-described Senior Lending Agreement for the purpose of modifying interest rate and fee provisions and to correctly reflect all of the current Banks and Borrowers who are now parties to the Senior Lending Agreement; and


WHEREAS, the Borrowers and the Banks desire to so amend such Senior Lending Agreement, as amended by the Previous Amendments, by execution of this Third Amendment.


NOW, THEREFORE, in consideration of the mutual agreements of the parties hereto and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:


1.         Section 3 of Article III of such Senior Lending Agreement is hereby amended in its entirety to read as follows:


 









“3.       Note Pricing.  All Revolving Grid Notes shall bear interest per annum at the prime rate of interest as reported from time to time under Money Rates in The Wall Street Journal, adjusted daily; provided, however, notwithstanding the foregoing, the minimum interest rate per annum shall at all times be not less than Five Percent (5.00%), and, provided, further, that the Borrowers shall have the right from time to time to increase such rate of interest in response to changing market conditions so long as the rate of interest on all existing Senior Debt which is payable to any Bank and which is evidenced by a Revolving Grid Note also is
increased to such new rate.


All Amortizing Notes shall bear interest per annum at a rate, calculated by reference to data obtained from Bloomberg (or in the event Bloomberg is unavailable for any reason, an equivalent data service recommended by the Borrowers which is acceptable to the Required Banks), equal to the ninety (90) day moving average rate of Treasury Notes with maturities specified at the time of the extension of credit plus 270 basis points; provided, however, notwithstanding the foregoing, the minimum interest rate per annum shall at all times be not less than Six and One Quarter Percent (6.25%), and, provided, further, that the Borrowers shall have the right from time to time to increase the number of basis points in response to changing market conditions so long as no increase in the
number of basis points is agreed upon within thirty (30) days following an extension of credit pursuant hereto by any Bank which is evidenced by an Amortizing Note bearing an interest rate calculated using a lower number of basis points.


All Single Pay Term Notes shall bear interest per annum at such rate as may be agreed upon between the Borrowers and the Banks extending credit to be evidenced by a Single Pay Term Note.”


2.         The numerical designation of Sections 5 and 6 of Article III are hereby changed to Sections 6 and 7, respectively.





	
             
  	
            3.
 	
            A new Section 5 of Article III is hereby added to such Senior Lending Agreement:
 





 “5.       Uncommitted Availability Fee.  Notwithstanding any other provision of this Agreement to the contrary, the Borrowers shall pay to each Bank that has extended credit to Borrowers on each Amortizing Note presented by Borrower to Bank during the prior calendar quarter, a fee (the “Uncommitted Availability Fee”) payable on a quarterly basis within thirty (30) calendar days after the last Business Day of each calendar quarter in an amount equal to ten basis points (.10%) multiplied by the average, aggregate outstanding principal amount of all Amortizing Notes held by such Bank outstanding at any time during the immediately preceding calendar quarter; provided, however, that if a Bank notifies the Borrowers that it will no
longer extend new credit to the Borrowers under any of the before-described Amortizing Notes, then an Uncommitted Availability Fee will no longer be payable to such Bank for any period unless and until during a complete calendar quarter such Bank has again extended new credit on all the Amortizing Notes presented by Borrowers to such Bank at which time such Uncommitted Availability Fee will again be payable, pursuant to the terms hereof, for and after the calendar quarter during which such new credit was extended.”


4.         Exhibit H to the Senior Lending Agreement is hereby amended in its entirety in the form attached hereto as Exhibit H.


 






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5.         All terms and conditions of such Senior Lending Agreement not expressly modified hereby shall remain in full force and effect as if this Third Amendment to Amended and Restated Senior Lending Agreement had not been executed and delivered.


IN WITNESS WHEREOF, the Banks who are parties hereto have executed this Third Amendment to Amended and Restated Senior Lending Agreement as of the day and year first above written.


 





	
            FIRST NATIONAL BANK OF KANSAS
 	
             
 	
            ARVEST BANK
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Thomas J. Butkus
 	
             
 	
            By:
 	
            /s/ Cindy Nunley
 
	
             
 	
            Name:
 	
            Thomas J. Butkus
 	
             
 	
             
 	
            Name:
 	
            Cindy Nunley
 
	
             
 	
            Title:
 	
            Vice President
 	
             
 	
             
 	
            Title:
 	
            SVP
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            BANK OF OKLAHOMA, N.A.
 	
             
 	
            JP MORGAN CHASE BANK, N.A.
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Laura Christofferson
 	
             
 	
            By:
 	
            /s/ Alison E. Taylor
 
	
             
 	
            Name:
 	
            Laura Christofferson
 	
             
 	
             
 	
            Name:
 	
            Alison E. Taylor
 
	
             
 	
            Title:
 	
            Senior Vice President of Commercial Banking
 	
             
 	
             
 	
            Title:
 	
            Senior Vice President
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            FIRST BANK
 	
             
 	
            UMB BANK, N.A.
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Brenda J. Laux
 	
             
 	
            By:
 	
            /s/ Douglas F. Page
 
	
             
 	
            Name:
 	
            Brenda J. Laux
 	
             
 	
             
 	
            Name:
 	
            Douglas F. Page
 
	
             
 	
            Title:
 	
            Executive Vice President
 	
             
 	
             
 	
            Title:
 	
            Executive Vice President
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            COMMERCE BANK, N.A.
 	
             
 	
            SOUTHWEST BANK OF ST. LOUIS
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ R. David Emlen, Jr.
 	
             
 	
            By:
 	
            /s/ Robert W. Sellers
 
	
             
 	
            Name:
 	
            R. David Emlen, Jr.
 	
             
 	
             
 	
            Name:
 	
            Robert W. Sellers
 
	
             
 	
            Title:
 	
            Vice President
 	
             
 	
             
 	
            Title:
 	
            Senior Vice President
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            BANCFIRST
 	
             
 	
            TEXAS CAPITAL BANK, N.A.
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Mark C. Demos
 	
             
 	
            By:
 	
            /s/ Allton Reed
 
	
             
 	
            Name:
 	
            Mark C. Demos
 	
             
 	
             
 	
            Name:
 	
            Allton Reed
 
	
             
 	
            Title:
 	
            Senior Vice President
 	
             
 	
             
 	
            Title:
 	
            Executive Vice President
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            SOLUTIONSBANK
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Norm C. Messner
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
            Name:
 	
            Norm C. Messner
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
            Title:
 	
            EVP
 	
             
 	
             
 	
             
 	
             
 





 


 






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IN WITNESS WHEREOF, the Borrowers who are parties hereto have executed this Third Amendment to Amended and Restated Senior Lending Agreement as of the day and year first above written.


 





	
            PIONEER FINANCIAL SERVICES, INC.
 	
             
 	
            MILITARY ACCEPTANCE CORPORATION, INC.
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Laura V. Stack
 	
             
 	
            By:
 	
            /s/ Laura V. Stack
 
	
             
 	
            Name:
 	
            Laura V. Stack
 	
             
 	
             
 	
            Name:
 	
            Laura V. Stack
 
	
             
 	
            Title:
 	
            Treasurer
 	
             
 	
             
 	
            Title:
 	
            Secretary
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            PIONEER MILITARY LENDING OF NEVADA, LLC.
 	
             
 	
            PIONEER FUNDING, INC.
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Laura V. Stack
 	
             
 	
            By:
 	
            /s/ Laura V. Stack
 
	
             
 	
            Name:
 	
            Laura V. Stack
 	
             
 	
             
 	
            Name:
 	
            Laura V. Stack
 
	
             
 	
            Title:
 	
            Secretary
 	
             
 	
             
 	
            Title:
 	
            Secretary
 
	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 	
             
 
	
            PIONEER MILITARY LENDING OF GEORGIA, LLC
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            By:
 	
            /s/ Laura V. Stack
 	
             
 	
             
 	
             
 
	
             
 	
            Name:
 	
            Laura V. Stack
 	
             
 	
             
 	
             
 	
             
 
	
             
 	
            Title:
 	
            Secretary
 	
             
 	
             
 	
             
 	
             
 





 


 


 






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EXHIBIT H


QUARTERLY CERTIFICATE


FOR THE CALENDAR QUARTER ENDED: _____________________


 





	
            1.         EXECUTED REVOLVING GRID NOTES
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            Bank
 	
             
 	
            Maximum Amount Authorized

 
 	
            Principal Amount Outstanding
 	
            Note Numbers
 
	
             
 	
             
 	
            $ __________

 
 	
            $ __________

 
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            2.         EXECUTED AMORTIZING NOTES
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            Bank
 	
            Note No/Date
 	
            Original Principal Amount

 
 	
            Outstanding Principal Amount
 	
            Note Maturity Date
 
	
             
 	
             
 	
            $ __________

 
 	
            $ __________

 
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            3.         AMORTIZING NOTES B UNFUNDED EXPECTED AVAILABILITY
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            Bank
 	
             
 	
             
 	
            Unfunded Amounts

 
 	
            Schedule
 
	
             
 	
             
 	
             
 	
            $ __________

 
 	
             
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            4.         EXECUTED SINGLE PAY TERM NOTES B UNFUNDED EXPECTED AVAILABILITY
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            Bank
 	
            Note No/Date
 	
            Principal Amount
 	
            Maturity Date
 	
            Amount of Unfunded Expected Availability

 
 
	
             
 	
             
 	
            $ __________

 
 	
             
 	
            $ __________

 
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            5.         UNCOMMITTED AVAILABILITY FEE CALCULATION
 
	
             
 	
             
 	
             
 	
             
 	
             
 
	
            Bank
 	
            Average outstanding principal amount of all Notes during calendar quarter ended

_________

 
 	
             
 	
            Fee Payable
 
	
             
 	
            $ __________  

 
 	
            x   _____% =

 
 	
            $ __________

 
 





 


This certificate is executed this __________ day of _________________, ______ pursuant to paragraphs III(6) and VIII(8) of that certain Amended and Restated Senior Lending Agreement dated as of May 31, 2007, as amended.


 





	
             
 	
            PIONEER FINANCIAL SERVICES, INC.

a Missouri corporation

for itself and certain Subsidiaries
 
	
             
 	
             
 	
             
 
	
             
 	
            By:
 	
             
 
	
             
 	
            Name:
 	
             
 
	
             
 	
            Title: