Senior Lending Agreement

THIRD AMENDMENT TO AMENDED AND RESTATED SENIOR LENDING AGREEMENT

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.

 

2

 

 


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

 

 

 

 

 

 

3

 

 


 

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

 

 

 

 

 

 

 

4

 

 


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: