Ex 10.1














THIRTY SEVENTH AMENDMENT TO
SECURED SENIOR LENDING AGREEMENT BY AND BETWEEN
PIONEER FINANCIAL SERVICES, INC., PSLF, INC., PIONEER SERVICES SALES FINANCE, INC., AND PIONEER FUNDING, INC.  AND SUBSIDIARIES (COLLECTIVELY, THE “BORROWERS”)


AND


UMB BANK, N.A., ARVEST BANK, COMMERCE BANK, N.A., FIRST BANK, TEXAS CAPITAL BANK, N.A., BMO HARRIS BANK N.A., FIRST CITIZENS BANK, BANCFIRST, CITIZENS BANK & TRUST, ENTERPRISE BANK AND
TRUST, STIFEL BANK & TRUST, SUNFLOWER BANK, N.A., BANK OF BLUE VALLEY, ONB BANK AND TRUST COMPANY, THE PRIVATE BANK AND TRUST COMPANY, BANK MIDWEST, A DIVISION OF NBH BANK, N.A., WILLIAM D. SULLIVAN FAMILY INVESTMENT GROUP, LLC.
(COLLECTIVELY, THE “VOTING BANKS”) AND
PARKSIDE FINANCIAL BANK & TRUST, CROSSFIRST BANK, PAGE COUNTY STATE BANK, CROSSFIRST BANK LEAWOOD, PEOPLES COMMUNITY STATE BANK, FIRST STATE BANK & TRUST CO. OF LARNED, UNITED BANK OF KANSAS, MACON ATLANTA STATE BANK, PEOPLES COMMUNITY BANK, BLUE RIDGE BANK AND TRUST CO., FIRST COMMUNITY BANK, GUARANTY BANK, ONB BANK AND
TRUST COMPANY, ALTERRA BANK, FIRST FEDERAL SAVINGS BANK OF CRESTON FSB, HAWTHORN BANK AND LYON COUNTY STATE BANK
(COLLECTIVELY, THE “NON-VOTING BANKS”) AND
UMB BANK, N.A. (“AGENT”) DATED AS OF May 5, 2014









THIRTY SEVENTH AMENDMENT TO SECURED SENIOR LENDING AGREEMENT


This Thirty Seventh Amendment to Secured Senior Lending Agreement (the “Amendment”) is made and is effective as of this 5th day of May, 2014 (the “Effective Date”) by and between the following parties:
1.         Pioneer Financial Services, Inc., a Missouri corporation (hereinafter referred to as (“Pioneer”), PSLF, INC., a Missouri corporation (“PSLF”), Pioneer Services Sales Finance, Inc., a Nevada corporation (“Sales Finance”) and Pioneer Funding, Inc., a Nevada corporation (“Funding”) (All of Pioneer, PSLF, Sales Finance and Funding, each being referred to individually as a “Borrower” and collectively as the “Borrowers”).
2.        UMB Bank, N.A., a national banking association (“UMB”), Arvest Bank, an Oklahoma banking corporation (“Arvest”), Commerce Bank, N.A., a national banking association (“Commerce”), First Bank, a Missouri banking corporation (“FBM”), Texas Capital Bank, N.A., a national banking association (“Texas”), BMO Harris Bank N.A. (“BMO Harris”),  First Citizens Bank, a Kentucky banking corporation (“First Citizens”) BancFirst, an Oklahoma banking corporation (“BF”), Citizens Bank & Trust, a Missouri corporation (“Citizens”), Enterprise Bank and Trust, a Missouri Charter Trust Company (“Enterprise”), and Stifel Bank & Trust, a Missouri banking corporation (“Stifel”), Sunflower Bank, N.A., a national banking association (“Sunflower”), Bank of Blue Valley, a Kansas banking corporation (“Blue Valley”), ONB Bank and Trust Company ("ONB"), The Private Bank and Trust Company, an Illinois banking corporation, (“Private”) Bank Midwest, A Division of NBH Bank, N.A., (“Midwest”) and William D. Sullivan Family Investment Group, LLC., a Nevada limited liability company (“Sullivan Investment”), (all of UMB, Arvest, Commerce, FBM, Texas, Southwest, First Citizens, BF, Citizens, Enterprise, Stifel, 







Blue Valley, ONB Midwest, Private and Sullivan Investment each being hereinafter referred to individually as a “Voting Bank” and collectively as the “Voting Banks”);


3.         Parkside Financial Bank & Trust, a Missouri corporation (“Parkside”), CrossFirst Bank, a national banking association (“CrossFirst”), Page County State Bank, a Missouri banking corporation (“Page”), CrossFirst Bank Leawood, a Kansas banking corporation (“CrossFirst- Leawood”), Peoples Community State Bank, a Missouri banking corporation (“Peoples Community”), First State Bank & Trust Co. of Larned, a Kansas banking corporation (“First State- Larned”), United Bank of Kansas, a Kansas banking corporation (“United”), Macon Atlanta State Bank, a Missouri banking corporation (“Macon”), Peoples Community Bank, a Missouri banking corporation (“Peoples Community”), Blue Ridge Bank and Trust Co., a Missouri banking corporation (“Blue Ridge”), First Community Bank, a Missouri banking corporation (“First Community”), Guaranty Bank, a Missouri banking corporation (“Guaranty”), ONB Bank and Trust Company, an Oklahoma corporation (“ONB”), Alterra Bank, a Kansas banking corporation (“Alterra”), First Federal Savings Bank of Creston FSB, an Iowa corporation (“Creston”), Hawthorn Bank, a Missouri banking corporation (“Hawthorn”), and Lyon County State Bank, a Kansas banking corporation (“Lyon”) (all of Parkside, CrossFirst, Page, CrossFirst-Leawood, Peoples-Community, First State-Larned, United, Macon, Peoples Community, Blue Ridge, First Community, Guaranty, ONB, Alterra, Creston, Hawthorn, and Lyon, each being hereinafter referred to individually as a “Non-Voting Bank” and collectively as the “Non-Voting Banks”); and
4.         UMB is hereinafter also sometimes referred to as “Agent” when it acts in its capacity as Agent for the Banks.







WHEREAS, Pioneer, Agent and certain of the Voting Banks entered into a Secured Senior Lending Agreement among themselves originally dated as of June 12, 2009, which has subsequently been amended by various amendments numbered 1 through 36 which modified certain of the terms


and added additional Voting Banks and Non-Voting Banks (collectively, “Banks”) (hereinafter referred to, as previously amended, as the “Agreement”); and


WHEREAS, the Borrowers, Agent and each of the Banks desire to further amend the


Agreement by this Amendment; and
WHEREAS, the Borrowers hereby confirm that all notes, documents evidencing or confirming the grant of liens and security interests and all other related documents executed pursuant to the Agreement, except as otherwise expressly amended by this Agreement, remain in full force and effect; and
WHEREAS, this Agreement may be amended in the manner described in this Amendment upon the approval of the Voting Banks and without the approval of the Non-Voting Banks; and
WHEREAS, the Borrowers, Agent and the Banks desire that all existing and future extensions of credit by any of the Banks to the Borrowers be subject to the terms and conditions of the Agreement as amended by this 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:



















SECTION 1


AMENDMENTS TO THE AGREEMENT
The following amendment is hereby made by deleting Section 6.15(i) of the Agreement and replacing it with the following:


(i)    Senior   Debt/Tangible   Net   Worth   Ratio.    The


Borrowers will at no time permit their Senior Debt to exceed 3.5
times their Consolidated Tangible Net Worth, based on the Borrowers’ then-outstanding Senior Debt and their Consolidated Tangible Net Worth set forth in the latest quarterly financial statements delivered by the Borrowers in accordance with the terms of this Agreement.
The following amendment is hereby made by deleting Section 6.15(iii) of the Agreement and replacing it with the following:
(iii)     Senior Debt/Net Receivable Ratio. The Borrowers will at no time permit the ratio of Senior Debt to all Consolidated Net Receivables to exceed .70 to 1 based on the Borrowers’ then- outstanding Senior Debt and their Consolidated Net Receivables set forth in the latest quarterly financial statements delivered by the Borrowers in accordance with the terms of this Agreement or as set forth  in  the  Borrowers’  internally  prepared  monthly  financial
statements, as required in either case by Section 6.1(i).


The following amendment is hereby made by deleting Section 5.5 of the Agreement in its entirety and replacing it with the following:







5.5    Litigation. Except as previously disclosed in writing to the
Agent there is no pending or, to each Borrower’s Knowledge, threatened action, suit or proceeding (i) in any tribunal, whether at law or in equity, or (ii) by or before any governmental instrumentality or other agency, against any Borrower, the Guarantor or MidCountry Bank or affecting any Borrower, the Guarantor or MidCountry Bank,


or any of their respective assets or property which, if adversely determined, would have a Material Adverse Effect on any Borrower’s financial condition or would otherwise adversely affect any Borrower’s ability to perform its obligations under this Agreement in a materially adverse manner.






SECTION 2


REAFFIRMATION OF REMAINDER OF AGREEMENT


All provisions of the Agreement except for those sections specifically modified or added as described herein shall remain unchanged and in full force and effect.






SECTION 3


CONSENTS AND APPROVALS


The terms of this Amendment are hereby approved by all of the parties hereto.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.











	
					
	PIONEER FINANCIALSERVICES, INC
	 
	 
	 

	By:
	______________________
	 
	 
	 

	Name:
	Laura V. Stack
	 
	 
	 

	Title:
	Treasurer
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	PIONEER FUNDING, INC.
	 
	 
	 

	By:
	______________________
	 
	 
	 

	Name:
	Laura V. Stack
	 
	 
	 

	Title:
	Secretary and Treasurer
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	PSLF, Inc.
	 
	 
	 

	By:
	______________________
	 
	 
	 

	Name:
	Laura V. Stack
	 
	 
	 

	Title:
	Treasurer
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	PIONEER SERVICES SALES AND FINANCE, INC.
	 
	 
	 

	By:
	______________________
	 
	 
	 

	Name:
	Laura V. Stack
	 
	 
	 

	Title:
	Secretary and Treasurer
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 















	
					
	FIRST BANK
	 
	ARVEST BANK

	By:
	______________________
	 
	By:
	______________________

	Name:
	 Stephan Sainz
	 
	Name:
	 Cindy Nunley

	Title:
	 Executive Vice-President
	 
	Title:
	 Senior Vice-President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	BANCFIRST
	 
	FIRST CITIZENS BANK

	By:
	______________________
	 
	By:
	______________________

	Name:
	Mark C. Demos
	 
	Name:
	Scott T. Conway

	Title:
	Senior Vice-President
	 
	Title:
	Chief Executive Officer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	UMB BANK, N.A., as a Bank and as Agent
	 
	ONB BANK AND TRUST COMPANY

	By:
	______________________
	 
	By:
	______________________

	Name:
	Douglas F. Page
	 
	Name:
	Matt Adams

	Title:
	Executive Vice-President
	 
	Title:
	Senior Vice-President

	 
	 
	 
	 
	Commercial Loan Officer

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	CITIZENS BANK & TRUST
	 
	COMMERCE BANK, N.A.

	By:
	______________________
	 
	By:
	______________________

	Name:
	Kelley Wilcox
	 
	Name:
	Aaron Siders

	Title:
	Senior Vice President, Commercial
	 
	Title:
	Senior Vice-President

	 
	Banking
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	TEXAS CAPITAL BANK, N.A
	 
	ENTERPRISE BANK AND TRUST

	By:
	______________________
	 
	By:
	______________________

	Name:
	Reed Allton
	 
	Name:
	Linda Hanson

	Title:
	Executive Vice President
	 
	Title:
	Regional President, Kansas City

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	BANK OF BLUE VALLEY
	 
	STIFEL BANK & TRUST

	By:
	______________________
	 
	By:
	______________________

	Name:
	Kevin Klamm
	 
	Name:
	John Haffenreffer

	Title:
	Commercial Loan Officer
	 
	Title:
	President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 











	
					
	SUNFLOWER BANK, N.A.
	 
	WILLIAM D. SULLIVAN FAMILY INVESTMENT GROUP, LLC

	By:
	______________________
	 
	By:
	______________________

	Name:
	Glynn Sheridan
	 
	Name:
	William D. Sullivan

	Title:
	President
	 
	Title:
	President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	BMO HARRIS N.A.
	 
	BANK MIDWEST

	By:
	______________________
	 
	By:
	______________________

	Name:
	David B. Warning
	 
	Name:
	Kevin E. Kramer

	Title:
	Executive Vice President
	 
	Title:
	Executive Vice President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	THE PRIVATE BANK
	 
	 
	 

	By:
	______________________
	 
	 
	 

	Name:
	David B. Vande Ven
	 
	 
	 

	Title:
	Managing Director