Exhibit
10.37




	
  

  	
  FORM OF
  AMENDMENT TO SENIOR LENDING AGREEMENT TO ADD BANKS OR OTHER FINANCIAL
  INSTITUTIONS Amendment No. 35 to Senior Lending Agreement This Amendment to
  that certain Secured Senior Lending Agreement dated as of June 12, 2009, as
  amended, a copy of which is attached hereto (hereinafter referred to as the
  “Senior Lending Agreement”) is made as of March 30, 2011, by and between all
  banks or other financial institutions which are, as of the date hereof,
  parties to such Senior Lending Agreement (“Banks”); Pioneer Financial
  Services, Inc. (hereinafter referred to as “Pioneer”), certain of its
  Subsidiaries and Bank Midwest, N.A. with offices located at 1111 Main Street,
  Suite 2800 Kansas City, MO 64105 (hereinafter referred to as “New Bank”) all initially
  capitalized terms not defined in this Amendment will have the same meanings
  herein as in the Senior Lending Agreement. WHEREAS, Pioneer has requested New
  Bank to extend credit to it and New Bank is willing to extend such credit;
  and WHEREAS, Pioneer is prohibited from receiving credit from New Bank unless
  New Bank becomes a party to the Senior Lending Agreement; and WHEREAS, New
  Bank desires to become a party to the Senior Lending Agreement. NOW,
  THEREFORE, in consideration of the mutual agreement of the parties hereto and
  for other good and valuable consideration, receipt of which is hereby
  acknowledged, it is agreed by and between Pioneer, New Bank and all of the
  Banks which are presently parties to the Senior Lending Agreement as follows:
  1. The Senior Lending Agreement is hereby amended pursuant to Section 12
  thereof to add New Bank as a party thereto on the eleventh (11th) Business
  Day following delivery by Pioneer of a copy hereof executed by both Pioneer
  and New Bank to each of the Banks which are presently parties to the Senior
  Lending Agreement unless Voting Banks, excluding New Bank, holding more than
  thirty three and one third percent (331/3%) of the outstanding principal
  amount of all Senior Debt of the Borrowers object to New Bank becoming a
  Voting-Bank under the Senior Lending Agreement. 2. Upon the effective date
  hereof which shall be determined by paragraph 2 of Section 12 of the Senior
  Lending Agreement, New Bank agrees to be bound by all terms and conditions of
  the Senior Lending Agreement as a Voting Bank and further agrees that all
  credit which is extended by New Bank to Pioneer shall be subject to all terms
  and agreements of the Senior Lending Agreement. 3. Section 1 of the Senior
  Lending Agreement is hereby amended to add a new paragraph which shall state
  the following: “Bank Midwest, N.A.” shall mean Bank Midwest, N.A. located at
  1111 Main Street, Suite 2800 Kansas City, MO 64105. 4. Paragraph 5 of Section
  1 of the Senior Lending Agreement is hereby amended to add New Bank within the
  definitions of “Banks” as either a “Voting Bank” or a “Non-Voting Bank”. 

  






 















	
  

  	
  New Bank hereby
  confirms that it is either a Voting Bank or a Non-Voting Bank by initialing
  the appropriate line signifying its choice where indicated below: Voting Bank
  (INITIALS) Non-Voting Bank (INITIALS) 5. Paragraph 13.1 of Section 13 of the
  Senior Lending Agreement is hereby amended to add the following: “Bank
  Midwest, N.A., 1111 Main Street Suite 2800, Kansas City, MO 64105” 6. All
  terms of the Senior Lending Agreement, unless expressly amended hereby, shall
  remain in fill force and effect as if this Amendment had not been adopted. IN
  WITNESS WHEREOF, the parties hereto have executed this Amendment to the
  Senior Lending Agreement as of the day and year first above written. PIONEER
  FINANCIAL SERVICES, INC. a Missouri corporation Individually and on behalf of
  its Subsidiaries listed on Exhibit L to the Senior Lending Agreement By:
  Name: Laura V. Stack Title: Chief Financial Officer BankMidwest,N.A. 1111
  Main Street, Suite 2800 Kansas City, MO 64105 By: Name: Kevin E. Kramer
  Title: Executive Vice President 2

  






 















	
  

  	
  EXHIBIT D
  CREDIT FACILITY LETTER The undersigned bank, as of the date hereof, expects
  to offer a maximum aggregate credit facility of Twenty Million Dollars
  ($20,000,000) during the next twelve (12) months to Pioneer Financial
  Services, Inc., a Missouri corporation, and certain subsidiaries which shall
  he subject to all terms and conditions of that certain Secured Senior Leading
  Agreement dated as of June 12, 2009 (as previously and hereafter amended,
  modified and restated, the “Agreement”). The terms hereof are hereby
  incorporated by reference into the Agreement, reference to which is made for
  a lull statement of all terms thereof. The specific terms of the Credit Facility
  are as follows: Lender: Bank Midwest, N,A. 1111 Main St. Suite 2800 Kansas
  City, MO 64105 Borrower: Pioneer Financial Services, Inc. 4700 Belleview,
  Suite 300 Kansas City, MO 64112 And certain Subsidiaries listed on Exhibit L
  to the Agreement (the “Borrower”) Drawings: This Credit Facility is available
  through March 31, 2013 unless terminated earlier pursuant to the terms of the
  Agreement. All proceeds will be transmitted to a specified bank and account
  number for the Borrower and initially that will be UMB Bank, N.A., in Account
  No. 9801049275. Facility: Revolving Grid Note: $3,000,000 Revolving Grid Note
  Pricing: WSPJ Floating, with a Floor of 5.0 0% Revolving Grid Note Maturity:
  Amortizing Note(s) Funded: $0 Amortizing Note(s) Unfunded: $17,000,000 Amortizing
  Note(s) Pricing: Bloomberg 90 day moving average rate of 4-year treasury
  notes plus 270 basis points, with a floor of 6.25% Single Pay Term Note
  Amount: $0 Single Pay Term Note Expiry Date: $0 We appreciate this
  opportunity to provide this statement of present expectations in support of
  your financial requirements. Your acceptance any credit which may be extended
  by the undersigned constitutes a certification that all warranties and
  representations in Section 5 of the Agreement are true as of the date of the
  extension of any such credit and that no Borrower, as of such date, is in
  default under the terms of such Agreement. By delivery of this Credit
  Facility Letter to you, the undersigned does not commit or otherwise obligate
  itself to extend to you any credit described in the Credit Facility. Dated: ,
  By: Name: Title: 3