FORM OF AMENDMENT TO SENIOR LENDING AGREEMENT TO ADD BANKS OR OTHER FINANCIAL INSTITUTIONS

FORM OF AMENDMENT TO

SENIOR LENDING AGREEMENT TO

ADD BANKS OR OTHER FINANCIAL INSTITUTIONS

Amendment No. 5 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 June 25, 2010, 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 Stifel Bank & Trust, a Missouri corporation with offices located at 000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xx. Xxxxx, XX 00000 (hereinafter referred to as “New Bank”).

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 if the New Bank is a Voting Bank provided none of the said Banks object to New Bank becoming a party to the Senior Lending Agreement or if the New Bank is a Non-Voting Bank, on the effective date hereof.

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 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 numbered 61 which shall state the following:  “Stifel” shall mean Stifel Bank & Trust  of St. Louis, Missouri.”

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 box hereby confirms that it is either a Voting Bank or a Non-Voting Bank by checking the appropriate box below and initialing its choice where indicated:

	Voting Bank	/s/ LS     /s/ JH
			(INITIALS)
	Non-Voting Bank
			(INITIALS)

5.           Paragraph 13.1 of Section 13 of the Senior Lending Agreement is hereby amended to add the following:

“Stifel Bank & Trust, 000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xx. Xxxxx, XX 00000”.

6.           All terms of the Senior Lending Agreement, unless expressly amended hereby, shall remain in full 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:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Chief Financial Officer
	STIFEL BANK & TRUST a Missouri Corporation
	By:	/s/ Xxxx Xxxxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxxxx
	Title:	President

EXHIBIT D

CREDIT FACILITY LETTER

The undersigned bank, as of the date hereof, expects to offer a maximum aggregate credit facility of Twelve Million, Five Hundred Thousand ($12,500,000) during the next twelve (12) months to Pioneer Financial Services, Inc., a Missouri corporation, and certain subsidiaries which shall be subject to all terms and conditions of that certain Secured Senior Lending Agreement dated as of June 12, 2009 (the "Agreement").  The terms hereof are hereby incorporated by reference into the Agreement, reference to which is made for a full statement of all terms thereof.  The specific terms of the Credit Facility are as follows:

Lender:	Stifel Bank & Trust 000 Xxxxxxxxx Xxxxxxx, Xxx 000 Xx. Xxxxx, XX 00000 (the "Bank")
Borrower:	Pioneer Financial Services, Inc. 0000 Xxxxxxxxx, Xxxxx 000 Xxxxxx Xxxx, Xxxxxxxx 00000 And certain Subsidiaries listed on Exhibit L to the Agreement (the "Borrower")
Drawings:	This Credit Facility is available through March 31, 2011 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:	$2,500,000
	Revolving Grid Note Pricing:
	Revolving Grid Note Maturity:
	Amortizing Note(s) Funded:
	Amortizing Note(s) Unfunded:	$10,000,000
	Amortizing Note(s) Pricing:
	Single Pay Term Note Amount:
	Single Pay Term Note Expiry Date:

We appreciate this opportunity to provide this statement of present expectations in support of your financial requirements. Your acceptance of 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.

			Stifel Bank & Trust
Dated:	June 25, 2010		By:	/s/ Xxxx Xxxxxxxxxxxx
			Name:	Xxxx Xxxxxxxxxxxx
			Title:	President

EXHIBIT 2

EXHIBIT Y

FORM OF NV NOTE

$__________________ and interest ______________, __________

FOR VALUE RECEIVED, each of the undersigned, jointly and severally, promise to pay ________________ (Bank) at its main office, or to its order, the principal sum of __________________________________ Dollars, together with interest on the unpaid principal balance from the date of this note until paid, at the rate of _____ percent per annum.  This note shall be payable as follows: (i) For the period commencing with the date of this note and extending to __________, accrued interest only is payable monthly at the above rate, on the 10th day of each month, and (ii) for the period commencing ______________, principal and interest shall be payable, in _________ consecutive monthly installments of _____________________ Dollars ($___________) each, the first to become due on ___________ and on the 10th day of each month thereafter until the indebtedness evidenced by this note is fully paid; provided, however, the final maturity date of this note shall be ______________.  Any amount not paid when due shall thereafter bear interest until paid at the rate herein before specified, plus two percent per annum.  Unless Bank, in its sole discretion, may from time to time otherwise direct, all payments shall be applied first to payment of accrued interest, and then to reduction of the principal sum due hereunder.

Interest hereunder shall be computed on the basis of days elapsed and assuming a 360-day year.

Unless otherwise defined herein, all terms defined or referenced in that certain Secured Senior Lending Agreement dated as of June 12, 2009 as amended to date (the “Lending Agreement”) among each of the undersigned, the Banks (including Voting Banks and Non-Voting Banks) will have the same meanings herein as therein.

This Note is one of the NV Notes referred to in the Lending Agreement, reference to which is made for a complete statement of all terms and conditions applicable to this NV Note which are hereby incorporated by reference.

Payment of this NV Note is secured by the Collateral as defined in the Lending Agreement.

The makers, endorsers, sureties and all other persons who may become liable for all or any part of this obligation severally waive presentment for payment, protest and notice of nonpayment.  Said parties consent to any extension of time (whether one or more) of payment hereof, release of all or any part of the security for the payment hereof or release of any party liable for the payment of this obligation.  Any such extension or release may be made without notice to any such party and without discharging such party’s liability hereunder.

PIONEER FINANCIAL SERVICES, INC.

a Missouri Corporation (Maker)

Individually and on behalf of its Subsidiaries listed on

Exhibit L to the Senior Lending Agreement

By:

Name:

Title:

0000 Xxxxxxxxx, Xxxxx 000

Xxxxxx Xxxx, XX 00000

Tax Identification No. 00-0000000

NV Note No. ________