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.,...

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 XXXXXX 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 Xxxxxx Bank N.A., successor by merger with M&I Xxxxxxxx & Iisley Bank, as successor in interest to Southwest Bank, an M&I Bank (“BMO Xxxxxx”), 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 Xxxxxx, 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. X. Xxxxxxxx Family Investment Group, L.L.C. (the “Xxxxxxxx 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:

“Xxxxxxxx Group” means the Wm. X. Xxxxxxxx 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 Xxxxxx, First Citizens, BF, Citizens, Enterprise, Stifel, Sunflower, Blue Valley, ONB, and Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx Group, when applicable, even though Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx Group becoming a lender hereunder with the status of a “Voting Bank” for all purposes of this Agreement and agree the Xxxxxxxx Group shall be added to the definition for Voting Banks in the Agreement.  The approval of Xxxxxxxx Group is subject to the following conditions (1) the maximum amount of loans that the Xxxxxxxx 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 Xxxxxxxx Group shall occur, the status of the Xxxxxxxx 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 Xxxxxxxx Group shall be deemed to have occurred on any date after which (a) Xxxxxxx X. Xxxxxxxx and the various Xxxxxxx X. Xxxxxxxx family trusts which are currently members of the Xxxxxxxx Group (namely the Xxxxxxxx Spray Trust under Indenture dated September 14, 2001 and the Virginia Xxxxx Xxxxxxxx 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 Xxxxxxxx Group; or (b) Xxxxxxx X. Xxxxxxxx ceases to act as a Trustee of the Family Trusts or other related trusts which collectively own control of the Xxxxxxxx Group; or (c) Xxxxxxx X. Xxxxxxxx ceases to act as a manager of the Xxxxxxxx Group.  Xxxxxxxx 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:	Xxxxx X. Stack		Name:	Xxxxx X. Stack
Title:	Treasurer		Title:	Secretary and Treasurer
PSLF, INC.			PIONEER SERVICES SALES FINANCE,
			INC.
By:			By:
Name:	Xxxxx X. Stack		Name:	Xxxxx X. Stack
Title:	Treasurer		Title:	Secretary and Treasurer
FIRST BANK			ARVEST BANK
By:			By:
Name:	Xxxx Xxxxxxxx		Name:	Xxxxx Xxxxxx
Title:	Executive Vice-President		Title:	Senior Vice-President
BANCFIRST			FIRST CITIZENS BANK
By:			By:
Name:	Xxxx X. Demos		Name:	Xxxxx X. Xxxxxx
Title:	Senior Vice-President		Title:	Chief Executive Officer
UMB BANK, N.A., as a Bank and as Agent			BMO XXXXXX BANK N.A.
By:			By:
Name:	Xxxxxxx X. Page		Name:
Title:	Executive Vice-President		Title:
CITIZENS BANK & TRUST			COMMERCE BANK, N.A.
By:			By:
Name:	Xxxxxx Xxxxxx		Name:	Xxxxx Xxxxxx
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:	Xxxx Xxxxxx		Name:	Xxxxx Xxxxxx
Title:	Executive Vice President		Title:	Regional President, Kansas City
BANK OF BLUE VALLEY			STIFEL BANK & TRUST
By:			By:
Name:	Xxxxx Xxxxx		Name:	Xxxx Xxxxxxxxxxxx
Title:	Commercial Loan Officer		Title:	President
ONB BANK AND TRUST COMPANY			SUNFLOWER BANK, N.A.
By:			By:
Name:	Xxxx Xxxxx		Name:	Xxxxx Xxxxx
Title:	Senior Vice President, Commercial		Title:	President - Kansas City
	Loan Officer

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