AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment (this "Amendment") is entered into as March 21, 1997 by and
among Pioneer Financial Services, Inc., a Delaware corporation (the "Borrower"),
The First National Bank of Chicago, individually and as agent (the "Agent"), and
the other financial institutions signatory hereto (the "Lenders").
RECITALS
A. The Borrower, the Agent and the Lenders are party to that certain
Credit Agreement, dated as of July 30, 1996 (the "Credit Agreement"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement.
B. The Borrower, the Agent and the Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other
good and valuable consideration, the parties hereto agree as follows:
1. Section 6.23.2 of the Credit Agreement is amended in its entirety
to read as follows:
"6.23. Fixed Charges Coverage Ratio. The Borrower will not, as of
the last day of any fiscal quarter of the Borrower, permit the Fixed
Charges Coverage Ratio for the period of four fiscal quarters ending on
such day, (a) to be less than .75 to 1.0 for any fiscal quarter ending on
or prior to June 30, 1997; (b) thereafter, to be less than 1.25 to 1.0 for
the fiscal quarter ending on or prior to December 31, 1997; or (c)
thereafter, to be less than 1.50 to 1.0 for any fiscal quarter ending
thereafter".
2. Representations and Warranties of the Borrower. The Borrower
represents and warrants that:
(a) each of the representation and warranties set for in Article V of
the Credit Agreement is true and correct in all material respects on the
date hereof as if made on the date hereof; and
(b) immediately upon giving effect to this Amendment, no Default of
Unmatured Default has occurred and is continuing.
3. Conditions to Occurrence of Effective Date. The amendment set
forth in Section 1 hereof shall become effective as of the date first written
above upon the execution and delivery of this Amendment by the Borrower and the
Required Lenders.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Agent or any
Lender under the Credit Agreement or any Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any Loan Document. Upon
the effectiveness of the amendment to the Credit Agreement effected by this
Amendment, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and
be a reference to the Credit Agreement as amended hereby.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
6. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purposed.
7. Conterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one of the same instrument.
* * *
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.
PIONEER FINANCIAL SERVICES, INC.
By: _______________________________________
Title: _____________________________________
THE FIRST NATIONAL BANK OF CHICAGO
Individually and as Agent
By: _______________________________________
Title: _____________________________________
AMERICAN NATIONAL BANK &
TRUST COMPANY OF CHICAGO
By: _______________________________________
Title: _____________________________________
BANK ONE, ROCKFORD, N.A.
By: ______________________________________
Title: _____________________________________
FIRSTAR BANK, MILWAUKEE, N.A.
By: ______________________________________
Title: _____________________________________
FLEET NATIONAL BANK
By: ______________________________________
Title: _____________________________________
LASALLE NATIONAL BANK
By: ______________________________________
Title: _____________________________________
