EXHIBIT 4.5
FIRST AMENDMENT TO AMENDED AND RESTATED
SENIOR LENDING AGREEMENT
This First Amendment to that certain Amended and Restated Senior
Lending Agreement dated as of March 1, 1996 by and between Pioneer Financial
Services, Inc. ("Pioneer"), UMB Bank, n.a. ("UMB"), Mercantile Bank (formerly
Mercantile Bank of Kansas City) ("Mercantile"), Bank of Boston ("Boston"), Bank
of Oklahoma ("BOK"); First National Bank of Kansas ("Kansas"), LaSalle National
Bank ("LaSalle"), Liberty Bank & Trust Company of Oklahoma City, n.a.
("Liberty"), NBD Bank ("NBD") and Southwest Bank of St. Louis ("Southwest"), all
of UMB, Mercantile, Boston, BOK, Kansas, LaSalle, Liberty, NBD and Southwest
being hereinafter referred to collectively as "Banks," is made by and between
Pioneer and the Banks as of this day of January, 1998.
WHEREAS, Pioneer and each of the Banks desire to amend the
before-described Amended and Restated Senior Lending Agreement which was dated
as of March 1, 1996 (the "Lending Agreement"); and
WHEREAS, Pioneer is willing to confirm that all provisions of such
before-described Lending Agreement and of all notes, documents evidencing or
confirming the grant of liens and security interests and all other related
documents, except as otherwise expressly amended by this Agreement, shall remain
in full force and effect; and
WHEREAS, Pioneer and each of the Banks desire that all existing and
future extensions of credit by any of the Banks to Pioneer be subject to the
terms and conditions of the before-described Lending Agreement as amended by the
terms hereof.
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. The last paragraph of paragraph 3 of Section III of the Lending
Agreement by and between the parties hereto (the "Agreement") is hereby deleted
in its entirety. Such deleted paragraph read as follows:
"Notwithstanding anything stated in this paragraph 3 of Section III to
the contrary, in the event of the increase in the ratio referred to in
paragraph 6 of Section VIII, the interest rate payable on all
indebtedness evidenced by Revolving Grid Notes then outstanding
hereunder and on all indebtedness incurred thereafter which is
evidenced by Revolving Grid Notes, Amortizing Notes and Single-Pay
Term Notes shall automatically be increased by 25 basis points at all
times such ratio is at least 6.5:1 but less than 7.5:1 and shall be in
by an additional 25 basis points at all times such ratio equals or
exceeds 7.5:1."
2. Paragraph 6 of Section VIII is hereby amended in its entirety to
read as follows:
"6. Consolidated Total Indebtedness/Total Required Capital Ratio.
Pioneer will at no time permit the ratio of Consolidated Total
Indebtedness to Consolidated Total Required Capital to exceed 8.5:1."
3. Paragraph 8 of Section VIII is hereby amended in its entirety to
read as follows:
"8. Delinquency, Adjusted Leverage Ratio. Pioneer will at no time
permit the ratio of Consolidated Total Indebtedness to Adjusted
Capital to exceed 9.0:1."
4. The Compliance Certificate set forth as Exhibit G to the Lending
Agreement is hereby amended by changing the ratio for line (3) in the column
entitled "PERMITTED" for the section entitled "REQUIREMENTS AND LIMITATIONS"
from 8 to 1 to 8.5 to 1 and by changing the ratio for line (4) in the same
column and section from 8.5 to 1 to 9.0 to 1.
5. All terms and conditions of the Lending Agreement and of all notes
executed pursuant thereto and all documents executed in connection therewith not
expressly amended hereby shall remain in full force and effect as if this
Amendment had not been enacted.
6. Statutory Statement. Disclosure Required by Mo. Rev. Stat. ss.
432.045.
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU, PIONEER, AND US, THE BANKS, FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Amended and Restated Senior Lending Agreement as of this 26th day
of January, 1998.
PIONEER FINANCIAL SERVICES, INC. LIBERTY BANK & TRUST COMPANY
OF OKLAHOMA CITY, national
association
By: /S/ XXXXXXX X. XXXXXXXX By: /S/ XXXX X. DEMOS
--------------------------- ---------------------------------
Name: Xxxxxxx X. Xxxxxxxx DEMOS
Title: President Name: Xxxx X. Demos
Title: Senior Vice President
BANK OF BOSTON NBD BANK
By: /S/ XXXX XXXX XXXXXX By: /S/. XXXX XXXXXXXX
--------------------------- --------------------------------
Name: Xxxx Xxxx Xxxxxx Name: Xxxx Xxxxxxxx
Title: Vice President Title: Assistant Vice President
FIRST NATIONAL BANK OF KANSAS UMB BANK, N.A.
By: /S/ XXXXX X. XXXX By: /S/ XXXXXXX X. PAGE
-------------------------- ---------------------------------
Name: Xxxxx X. Xxxx Name: Xxxxxxx X. Page
Title: Vice President Title: Executive Vice President
BANK OF OKLAHOMA MERCANTILE BANK (formerly Mercantile
Bank of Kansas City)
By: /S/ XXXXX XXXXXXXXXXXXX By: /S/ XXXX XXXXX
------------------------ ---------------------------------
Name: Xxxxx Xxxxxxxxxxxxxx Name: Xxxx Xxxxx
Title: Vice President Title: Senior Vice President
LA SALLE NATIONAL BANK SOUTHWEST BANK OF ST. LOUIS
By: /S/ XXX XXXXXXXX By: /S/ XXXXXX X. XXXXXXXX
------------------------ --------------------------------
Name: Xxx Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxx
Title: Loan Officer Title: Vice President
