Exhibit 4.34

 

THIRTIETH AMENDMENT

TO

SECURED SENIOR LENDING AGREEMENT

 

BY AND BETWEEN

 

PIONEER FINANCIAL SERVICES, INC., PIONEER SERVICES SALES FINANCE,
 INC., AND PIONEER FUNDING, INC., PSLF, 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., AND BANK OF 
 BLUE VALLEY, ONB BANK AND TRUST COMPANY 
 (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, ALTERRA BANK, FIRST 
 FEDERAL SAVINGS BANK OF CRESTON FSB, HAWTHORN BANK, 
 LYON COUNTY STATE BANK, AND CARROLLTON BANK
 (COLLECTIVELY, THE “NON-VOTING BANKS”)

 

AND

 

UMB BANK, N.A. (“AGENT”)

 

DATED AS OF JULY 20, 2011

 

Amendment #30

 











 

THIRTIETH AMENDMENT TO SECURED SENIOR LENDING AGREEMENT

 

This Thirtieth Amendment to Secured Senior Lending Agreement (the “Amendment”) is made and is effective as of this 20th day of July, 2011 (the “Effective Date”) by and between the following parties:

 

1.             Pioneer Financial Services, Inc., a Missouri corporation (hereinafter referred to as (“Pioneer”), Pioneer Services Sales Finance, Inc., a Nevada corporation (“Sales Finance”), Pioneer Funding, Inc., a Nevada corporation (“Funding”) and PSLF, Inc., a Missouri corporation (all of Pioneer, Sales Finance, Funding, and PSLF, 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., successor by merger with M&I Marshall & Iisley Bank, as successor in interest to Southwest Bank, an M&I Bank (“BMO Harris”), First Citizens Bank, a Kentucky banking corporation (“First Citizens”) BancFirst, an Oklahoma banking corporation (“BF”), Citizens Bank and 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”) and ONB Bank and Trust Company, an Oklahoma corporation (“ONB”), (all of UMB, Arvest, Commerce, FBM, Texas, BMO Harris, First Citizens, BF, Citizens, Enterprise, Stifel, Sunflower, Blue Valley and ONB 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 State”), 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”), 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”), Lyon County State Bank, a Kansas banking corporation (“Lyon”), and Carrollton Bank, an Illinois corporation (“Carrollton”) (all of Parkside, CrossFirst, Page, CrossFirst-Leawood, Peoples-State, First State-Larned, United, Macon, Peoples Community, Blue Ridge, First Community, Guaranty, Alterra, Creston, Hawthorn, Lyon, and Carrollton, each being hereinafter referred to individually as a “Non-Voting Bank” and collectively as the “Non-Voting Banks”); and

 

4.             UMB is also 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 29 which modified certain of the terms and added additional Voting Banks and Non-Voting (collectively “Banks”) (hereinafter referred to, as previously amended, as the “Agreement”); and

 

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WHEREAS, Pioneer, the other Borrowers, Agent and each of the Banks desire to further amend the Agreement by this Amendment so as to permit the Wm. D. Sullivan Family Investment Group, L.L.C. (the “Sullivan Group”), a non-bank, unregulated entity to become a lender along with the Banks; and

 

WHEREAS, Pioneer and the other 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, Pioneer, the other 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 this 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

 

CHANGES TO CERTAIN DEFINITIONS

 

When used in this Agreement, all terms defined in the Agreement, upon execution of this Amendment, shall have the same meanings in this Amendment as given to such terms in the Agreement except the following words, terms or names shall have the meanings set forth in this section:

 

“Sullivan Group” means the Wm. D. Sullivan Family Investment Group, L.L.C., a Nevada limited liability company.

 

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“Voting Banks” means and includes UMB, Arvest, Commerce, First Bank, Texas, BMO Harris, First Citizens, BF, Citizens, Enterprise, Stifel, Sunflower, Blue Valley, ONB, and Sullivan Group and any other banks or other lenders which are not banks but which have been approved by the Voting Banks to become “Voting Banks” under the terms of this Agreement.

 

SECTION 2

 

OTHER AMENDMENTS AND CHANGES TO THE AGREEMENT

 

The following amendment, change, modification, and addition is hereby made by adding a new Section 2.8 immediately following Section 2.7 of the Agreement:

 

2.8           Inclusion of Sullivan Group.  Subject to the terms of Section 4 of the Thirtieth Amendment to this Agreement, the term “Bank” whenever used in this Agreement, including when the term is part of other defined terms such as “Voting Bank”, “Non-Voting Bank” and “Required Banks” shall be deemed to include Sullivan Group, when applicable, even though Sullivan Group is not a commercial bank, a federal savings bank, a savings & loans, a trust company or other commercial lender and is not regulated by any state and/or federal bank or financial institution regulators, so long as Sullivan Group, prior to becoming a party to this Agreement, has been affirmatively approved in writing by the Required Banks.

 

SECTION 3

 

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.

 

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SECTION 4

 

CONSENTS AND APPROVALS

 

The parties hereto do hereby approve Sullivan Group becoming a lender hereunder with the status of a “Voting Bank” for all purposes of this Agreement and agree the Sullivan Group shall be added to the definition for Voting Banks in the Agreement.  The approval of Sullivan Group is subject to the following conditions (1) the maximum amount of loans that the Sullivan Group may extend to the Borrowers under the Agreement shall be $10,000,000; and (2) in the event that a change of control in the ownership or management of the Sullivan Group shall occur, the status of the Sullivan Group as a Voting Bank shall immediately change to that of a Non-Voting Bank.  For purposes of this section, a “change of control” as it relates to the Sullivan Group shall be deemed to have occurred on any date after which (a) William D. Sullivan and the various William D. Sullivan family trusts which are currently members of the Sullivan Group (namely the Sullivan Spray Trust under Indenture dated September 14, 2001 and the Virginia Kelly Sullivan 2005 Irrevocable Trust under Indenture dated February 5, 2005 (each, a “Family Trust”))  cease to own collectively at least a majority of the membership interests in the Sullivan Group; or (b) William D. Sullivan ceases to act as a Trustee of the Family Trusts or other related trusts which collectively own control of the Sullivan Group; or (c) William D. Sullivan ceases to act as a manager of the Sullivan Group.  Sullivan Group and Pioneer shall execute and deliver a completed Amendment 31 substantially in the form of Exhibit A to the Agreement.  The terms of this Thirtieth Amendment and of the Exhibit A attached hereto are hereby approved by all of the parties hereto.

 

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

 

	
PIONEER   FINANCIAL SERVICES, INC.
    	
 
    	
PIONEER   FUNDING, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Laura   V. Stack
    	
 
    	
Name:
    	
Laura   V. Stack
    
	
Title:
    	
Treasurer
    	
 
    	
Title:
    	
Secretary   and Treasurer
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
PSLF, INC.
    	
 
    	
PIONEER   SERVICES SALES FINANCE,
    
	
 
    	
 
    	
INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Laura   V. Stack
    	
 
    	
Name:
    	
Laura   V. Stack
    
	
Title:
    	
Treasurer
    	
 
    	
Title:
    	
Secretary   and Treasurer
    
	
 
    	
 
    	
 
    
	
FIRST   BANK
    	
 
    	
ARVEST   BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Kate   Mayfield
    	
 
    	
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
    	
 
    	
BMO   HARRIS BANK N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Douglas   F. Page
    	
 
    	
Name:
    	
 
    
	
Title:
    	
Executive   Vice-President
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CITIZENS   BANK & TRUST
    	
 
    	
COMMERCE   BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Kelley   Wilcox
    	
 
    	
Name:
    	
David   Enslen
    
	
Title:
    	
Senior   Vice President, Commercial
    	
 
    	
Title:
    	
Senior   Vice-President
    
	
 
    	
Banking
    	
 
    	
 
    	
 
    


 

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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
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
ONB   BANK AND TRUST COMPANY
    	
 
    	
SUNFLOWER   BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
By:
    	
 
    
	
Name:
    	
Matt   Adams
    	
 
    	
Name:
    	
David   Rambo
    
	
Title:
    	
Senior   Vice President, Commercial
    	
 
    	
Title:
    	
President   - Kansas City
    
	
 
    	
    Loan   Officer
    	
 
    	
 
    	
 
    


 

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