SECURED SENIOR LENDING AGREEMENT

Loan Agreement

You are currently viewing:

This Loan Agreement involves

PIONEER FINANCIAL SERVICES INC | Arvest Bank | Georgia, LLC | Military Acceptance Corporation, Inc | Nevada, LLC | Pension Benefit Guaranty Corporation | Pioneer Financial Services, Inc | Pioneer Funding, Inc | PIONEER SERVICES LENDING, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: SECURED SENIOR LENDING AGREEMENT
Date: 6/18/2009

SECURED SENIOR LENDING AGREEMENT

by and between

Pioneer Financial Services, Inc.,

and Subsidiaries

(“Borrowers”)

UMB Bank, N.A.,

Arvest Bank,

Commerce Bank, N.A.,

First Bank,

Texas Capital Bank, N.A.,

Southwest Bank, an M&I Bank,

SolutionsBank,

BancFirst,

(“Banks”)

and

UMB Bank, N.A.

(“Agent”)

Dated as of June 12, 2009

Table of Contents

Page

SECTION 1

DEFINITIONS

SECTION 2

EXTENSIONS OF CREDIT

2.1.

Term

2.2.

Credit Facilities

2.3.

Note Pricing

2.4.

Credit Facility Letters

2.5.

Notes and Other Documents to Continue

2.6.

Uncommitted Availability Fee

2.7.

Purpose of Senior Debt

SECTION 3

CONDITIONS TO EXTENSIONS OF CREDIT

SECTION 4

COLLATERAL

4.1.

Subsidiary Revolving Grid Notes

4.2.

Customer Notes

4.3.

Equity Interests of Subsidiaries

4.4.

Intellectual Property

4.5.

MCFC Guaranty

4.6.

Collection of Collateral

4.7.

Deposit Accounts/Equipment

4.8.

Subsidiary Guaranties

SECTION 5

REPRESENTATIONS AND WARRANTIES

5.1.

Existence and Authority

5.2.

Enforceable Agreement

5.3.

Debt Ranking

5.4.

Records

5.5.

Litigation

5.6.

Liens and Encumbrances

5.7.

Financial Statements

5.8.

Pension and Welfare Plans

5.9.

Tax Returns and Payment

5.10.

Subsidiaries

5.11.

Compliance With Other Instruments

5.12.

Other Debt and Guarantees

5.13.

Title to Property

5.14.

Regulation U

5.15.

Patents, Trademarks, Copyrights, etc

5.16.

Investment Company Act of 1940

5.17.

Environmental, Safety and Health Matters

5.18.

No Default

5.19.

Disclosure

5.20.

Solvency

5.21.

Survival of Representations and Warranties

SECTION 6

AFFIRMATIVE COVENANTS

6.1.

Financial Information

6.2.

Payment of Indebtedness, Performance of Obligations

Table of Contents

(continued)

Page

6.3.

Books and Records; Consultations and Inspections

6.4.

Payment of Taxes

6.5.

Payment of Claims

6.6.

Existence

6.7.

Maintenance of Property

6.8.

Compliance with Laws, Regulations, etc

6.9.

Environmental Matters

6.10.

ERISA Compliance

6.11.

Notices

6.12.

Insurance

6.13.

Further Assurances

6.14.

Accountants

6.15.

Financial Covenants.

6.16.

Operation

6.17.

Pledge of Collateral

SECTION 7

NEGATIVE COVENANTS

7.1.

Consolidation and Mergers

7.2.

Nonconforming Debt

7.3.

Permitted Indebtedness

7.4.

Redemptions/Guarantees/Advances/Issuance of Stock/Dividends

7.5.

Service Charges

7.6.

Net Income

7.7.

Limitation on Liens

7.8.

Changes in Nature of Business

7.9.

Fiscal Year

7.10.

Pension Plans

7.11.

Loan Sale and Master Services Agreement

7.12.

New Subsidiaries

7.13.

Transactions with Affiliates

7.14.

Transfers

7.15.

Other Agreements

SECTION 8

THE AGENT

8.1.

Appointment

8.2.

Powers

8.3.

General Immunity

8.4.

No Responsibility for Loans, Recitals, etc

8.5.

Right to Indemnity

8.6.

Action Upon Instructions of Required Banks

8.7.

Employment of Agents and Counsel

8.8.

Reliance on Documents; Counsel

8.9.

May Treat Payee as Owner

8.10.

Agent’s Reimbursement

8.11.

Rights as a Bank

8.12.

Independent Credit Decision

Table of Contents

(continued)

Page

8.13.

Successor Agent

8.14.

Delivery of Documents

8.15.

Deposit Account

8.16.

Agent’s Fee

8.17.

Duration of Agency

SECTION 9

AGREEMENT AMONG BANKS

9.1.

Prior Notice of Intentions

9.2.

All Credit to Conform

9.3.

Renewal Obligation

SECTION 10

EVENTS OF DEFAULT

SECTION 11

ACCELERATION AND REMEDIES

11.1.

Acceleration

11.2.

Collection of Customer Notes and Exercise of Other Remedies.

SECTION 12

AMENDMENT AND ADDITION OF OTHER BANKS

12.1.

Amendment

12.2.

Addition of Other Banks

12.3.

Increase of Total Senior Debt

SECTION 13

GENERAL

13.1.

Notices

13.2.

Opinion of Counsel

13.3.

No Waivers

13.4.

Right of Set-off

13.5.

Governing Law

13.6.

Consent to Jurisdiction; Waiver of Jury Trial

13.7.

Severability

13.8.

Expenses

13.9.

Counterparts

13.10.

Titles and Headings

13.11.

Conflicting Documents

13.12.

Assignment

13.13.

Continuing Documents

13.14.

Statutory Statement, Disclosure Required by Mo. Rev. Stat. Section 432.047

13.15.

Facsimile Signatures

13.16.

U.S.A. Patriot Act Notice

13.17.

Joint and Several Obligations

13.18.

Authority to Act

13.19.

Resurrection of Notes

13.20.

Independence of Covenants

13.21.

Contribution

13.22.

Pioneer as Agent

iii

EXHIBITS TO

SECURED SENIOR LENDING AGREEMENT

Dated as of the Effective Date

A	Secured Amortizing Note

B	Negative Pledge Agreement

C	Compliance Certificate

D	Credit Facility Letter

E	Unlimited Continuing Guaranty

Liens

G	Quarterly Certificate

H	Subsidiary Unlimited Continuing Guaranty

I	Secured Revolving Grid Note

J	Security Agreement

J-1	Intellectual Property Security Agreement

J-2	Pledge and Security Agreement

J-3	Subsidiaries Security Agreement for Customer Notes and Deposit Accounts

J-4	Opinion of Borrower’s Counsel

K	Secured Single Pay Term Note

L	Subsidiary Listing

M	Secured Subsidiary Revolving Grid Note

N	UCC from Pioneer

O	UCCs from Subsidiaries

P	Subordination Agreement

Q	Electronic Collateral Control Agreement

R	Pension/Welfare Plans

S	Other Debt and Guarantees

T	Intellectual Property

U	Environmental, Safety and Health Matters

V	Loan Sale and Master Services Agreement

W	Amendment to Agreement

X	Deposit Accounts

SECURED SENIOR LENDING AGREEMENT

This Secured Senior Lending Agreement (the “Agreement”) is made and is effective as of this 12 ^th day of June, 2009 (the “Effective Date”) by and between Pioneer Financial Services, Inc., a Missouri corporation (hereinafter referred to as “Pioneer”), Pioneer Military Lending of Nevada, LLC, a Nevada limited liability company (“Nevada”), Pioneer Military Lending of Georgia, LLC, a Georgia limited liability company (“Georgia”), Military Acceptance Corporation, Inc., a Nevada corporation (“Acceptance”) and Pioneer Funding, Inc., a Nevada corporation (“Funding”), 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”), Southwest Bank, an M&I Bank, a Missouri banking corporation (“Southwest”), SolutionsBank, a Kansas banking corporation (“Solutions”) and BancFirst, an Oklahoma banking corporation (“BF”), (All of Pioneer, Nevada, Georgia, Acceptance and Funding, each being referred to individually as a “Borrower” and collectively as the “Borrowers”) and (All of UMB, Arvest, Commerce, FBM, Texas, Southwest, Solutions and BF each being hereinafter referred to individually as a “Bank” and collectively as the “Banks.”( UMB is hereinafter also referred to as “Agent” in its capacity as Agent for the Banks.

WHEREAS, Pioneer and certain of the Banks entered into a Senior Lending Agreement among themselves and certain other banks that are not parties to this Agreement and which have previously elected to not make further advances to the Borrowers (the “Previously Withdrawn Banks”) originally dated as of June 9, 1993, as subsequently amended as of January 1, 2009 (hereinafter referred to, as previously amended, as the “SLA”); and

WHEREAS, Pioneer, the other Borrowers and each of the Banks desire to further amend such SLA in its entirety and replace it with this Secured Senior Lending Agreement (the “Agreement”); 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 SLA, except as otherwise expressly amended by this Agreement, remain in full force and effect; and

WHEREAS, Pioneer, the other Borrowers 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.

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

DEFINITIONS

When used in this Agreement, the following words, terms or names shall have the meanings set forth in this section:

“ Agent ” shall mean UMB Bank, N.A., Kansas City, Missouri, in its capacity as Agent for the Banks hereunder unless changed pursuant to the terms hereof.

“ Agreement ” shall mean this Secured Senior Lending Agreement and all amendments hereto and renewals and extensions hereof.

“ Amortizing Note ” shall mean any note in the form of Exhibit A attached hereto.

“ Arvest ” shall mean Arvest Bank, Oklahoma City, Oklahoma.

“ Banks ” shall mean UMB, Arvest, FBM, Commerce, Texas, Southwest, Solutions and BF, and “ Bank ” may refer to any one of the foregoing.

“ BF ” shall mean BancFirst, Oklahoma City, Oklahoma.

“ Borrower ” shall mean one of Pioneer, Nevada, Georgia, Acceptance and Funding or any one of the Subsidiaries and “Borrowers” shall mean all of the foregoing collectively.

“ Business Day ” shall mean any day that is not a Saturday, Sunday or a day on which banks are required or permitted to be closed in the State of Missouri.

“ Cash Collateral Account ” shall mean a deposit account maintained by the Agent into which all proceeds of Collateral shall be deposited after the declaration of an Event of Default.

“ Change of Control ” shall mean any date after which either (i) Thomas H. Holcom, Jr. does not serve (for reason other than his death or disability) as Chief Executive Officer, President, Chairman of the Board, or a similar position that constitutes the highest ranking officer position of Pioneer or any successor thereto, (ii) MCFC does not own, directly or indirectly, all of the issued and outstanding capital stock of Pioneer, or (iii) Pioneer does not own, directly or indirectly, all of the outstanding equity interests of the Subsidiaries.

“ Collateral ” shall mean all assets of each Borrower described in Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 of this Agreement and the Security Agreements pertaining thereto and all additions and accessions to, replacements of, substitutes for and proceeds from the same.

“ Commerce ” shall mean Commerce Bank, N.A., Kansas City, Missouri.

“ Compliance Certificate ” shall mean each certificate executed by Pioneer on behalf of itself and the other Borrowers in the form of Exhibit C attached hereto.

“ Consolidated Net Receivables ” shall mean all receivables due from obligors on Customer Notes, but excluding those receivables which are delinquent by making less than Full Payment for ninety (90) consecutive calendar days or more.

“ Consolidated Tangible Net Worth ” shall mean (a) the sum of (i) the book value of all common stock less the value of all intangible assets and goodwill plus related deferred income taxes, (ii) the liquidation value of all preferred stock, if any, (iii) the principal amount of all

Subordinated Debt of every class, and (iv) the amount of all loan loss reserves and all dealer loss reserves, less (b) the aggregate amount of all Customer Notes payable to any Borrower which are delinquent by making less than Full Payments for ninety (90) consecutive calendar days or more.

“ Consolidated Total Required Capital ” shall mean (a) the sum of (i) the book value of all common stock less the value of all intangible assets and goodwill plus related deferred income taxes, (ii) the liquidation value of all preferred stock, if any, and (iii) the principal amount of all Subordinated Debt of every class less (b) (iv) the book value of all treasury stock and (v) the outstanding principal amount of all Customer Notes payable to any Borrower which are delinquent by making less than Full Payments for one hundred eighty (180) consecutive calendar days or more.

“ Consolidated ” shall, with respect to financial terms and financial statements, have the meaning as used in generally accepted accounting principles in the United States of America in effect from time to time, consistently applied.

“ Control Agreement ” shall mean the Electronic Collateral Control Agreement substantially in the form attached hereto as Exhibit Q or any other Control Agreement in a form otherwise acceptable to the Agent and the Required Banks.

“ Credit Facility Letter ” shall mean each letter submitted to the Borrowers by any of the Banks in the form of Exhibit D attached hereto.

“ Customer Note(s) ” shall mean any Debt Instrument now or at any time hereafter payable, assigned to, transferred to or held by any Borrower, except Debt Instruments payable to Pioneer by another Borrower or affiliate of Pioneer, whether originated by MidCountry Bank or another lender and purchased by any Borrower or originated by any Borrower, including, without limitation, such Debt Instruments evidencing direct cash loans, purchased retail loans and real estate and home improvement loans.

“ Debt Instrument ” shall mean any note or other instrument of any kind evidencing an obligation to pay money, including, without limitation, negotiable instruments under the Uniform Commercial Code of Missouri and transferable or other electronic records under the Uniform Electronic Transactions Act or the Electronic Signatures in Global and National Commerce Act.

“ Effective Date ” shall mean the date first stated in this Agreement.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.

“ Event of Default ” shall have the meaning set forth in Sections 10.1 through 10.17 hereof.

“ FBM ” shall mean First Bank, Clayton, Missouri.

“ Full Payment ” shall mean a payment payable on any Customer Note in an amount equal to at least ninety-five percent (95%) of the amount of the payment due and owing.

“ Guarantor ” shall mean MCFC.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan Documents ” shall mean this Agreement, all Notes, the MCFC Guaranty, the Security Agreements, the Subsidiary Guaranties, the Negative Pledge Agreement and all other documents in favor of the Agent and/or the Banks related to the Loans or Collateral securing payment thereof issued pursuant to the Agreement.

“ Loans ” shall mean all loans evidenced by any Note issued pursuant to this Agreement.

“ Material Adverse Effect ” shall mean any of the following which individually or in the aggregate amounts to more than Five Hundred Thousand Dollars ($500,000): (i) an adverse effect on the properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of any of the Borrowers, (ii) impairment of the ability of any of the Borrowers to perform any of their obligations under this Agreement, the Notes and/or any other Loan Document to which they are a party, or (iii) impairment of the enforceability of the rights of, or benefits available to, the Agent and the Banks under this Agreement, the Notes and/or any other Loan Documents.

“ MCFC Guaranty ” shall mean the Unlimited Continuing Guaranty in the form of Exhibit E attached hereto.

“ MCFC ” shall mean MidCountry Financial Corp., a Georgia corporation.

“ MidCountry Bank ” shall mean MidCountry Bank, a federally chartered savings bank.

“ Negative Pledge Agreement ” shall mean that certain Negative Pledge Agreement in the form of Exhibit B attached hereto executed by MCFC.

“ Notes ” shall mean any note in the form of an Amortizing Note, a Revolving Grid Note or a Single Pay Term Note issued pursuant to this Agreement or the SLA.

“ Opinion ” shall mean the opinion of Borrowers’ counsel substantially in the form of Exhibit J-4 attached hereto.

“ Permitted Indebtedness ” shall have the meaning such term is given in Section 7.3.

“ Permitted Liens ” shall mean any of the following:

(i) Liens in favor of the Agent for the benefit of the Banks;

(ii) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by Sections 6.2 and/or 6.5;

(iii) Liens (other than any Liens imposed by ERISA) incidental to the conduct of business or the ownership of properties of the Borrowers (including Liens in connection with worker’s compensation, unemployment insurance and other similar laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of a similar, general nature incurred in the ordinary course of business of the Borrowers and not in connection with the borrowing of money or the purchase or other acquisition of property; provided in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been set aside;

(iv) Liens existing as of the date of this Agreement and listed on Exhibit F attached hereto; and

(v) Purchase money Liens granted to a Person financing a capital expenditure permitted by Section 7.3 of this Agreement in amounts not to exceed the purchase price of the goods or equipment purchased which are subject to such purchase money Liens.

“ Person ” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a governmental entity or agency thereof.

“ Pioneer’s Knowledge ” or “ Borrowers’ Knowledge ” and other words and phrases of like import shall mean (i) the actual knowledge of the Designated Persons or (ii) such knowledge as should be held by the Designated Persons in the ordinary course of business as officers of Pioneer and the other Borrowers regarding the matters referred to, in each case without having conducted an independent inquiry into such matter and without any obligation to have done so. As used herein, the term “Designated Persons” shall refer to the Chief Executive Officer and the

Chief Financial Officer, who are both authorized officers of Pioneer and other Borrowers. No Designated Person acting in good faith shall have any personal liability arising out of any representation or warranty made in or pursuant to this Agreement.

“ Pioneer ” shall mean Pioneer Financial Services, Inc., a Missouri corporation.

“ Quarterly Certificate ” shall mean the certificate in the form attached hereto as Exhibit G.

“ Required Banks ” means those Banks which at the time of any action to be taken are parties to this Agreement and which hold at least sixty-six and two-thirds percent (66 2/3%) of the outstanding principal amount of all Senior Debt of the Borrowers.

“ Revolving Grid Note ” shall mean any note in the form of Exhibit I attached hereto.

“ Security Agreement ” shall mean any security agreement in substantially the form attached hereto as Exhibit J, J-1, J-2 or J-3.

“ Senior Debt ” means any debt of any Borrower which is not Subordinated Debt and is owed to any Bank or Previously Withdrawn Bank which is a party hereto or to the SLA at the time such debt is incurred and is evidenced by an Amortizing Note, a Revolving Grid Note or a Single Pay Term Note.

“ Single Pay Term Note ” shall mean any note in the form of Exhibit K attached hereto.

“ Solutions ” shall mean SolutionsBank, Kansas City, Missouri.

“ Southwest ” shall mean Southwest Bank, an M&I Bank, St. Louis, Missouri.

“ Subordinated Debt ” shall mean any unsecured debt of any Borrower, payment of which is subordinated to payment of all Senior Debt and which is evidenced by a note or other instrument in a form approved by the Agent and the Required Banks.

“ Subordination Agreement ” shall mean that certain Subordination Agreement in the form of Exhibit P attached hereto executed by MCFC.

“ Subsidiary Guaranty ” shall mean the guaranty to be executed by each Subsidiary in the form of Exhibit H attached hereto whereby each Subsidiary absolutely, unconditionally and

jointly and severally guarantees to the Banks full payment and performance of any obligation now or hereafter owing to any Bank by any Borrower in connection with the Loan Documents.

“ Subsidiary Revolving Grid Note ” shall mean all notes in the form of Exhibit M attached hereto.

“ Subsidiary ” shall mean any entity now or hereafter created or acquired in which any Borrower directly or indirectly (i) owns at least twenty-five percent (25%) of such entity or (ii) has voting or management control over such entity. All of current Subsidiaries are listed on Exhibit L attached hereto. Notwithstanding the foregoing, Pioneer Military Insurance Company, Pioneer Sales Services GMBH and Armed Services Benefits are expressly excluded from the definition of Subsidiary. Each non-excluded Subsidiary may also be described as a Borrower in this Agreement.

“ Texas ” shall mean Texas Capital Bank, N.A., Dallas, Texas.

“ UMB ” shall mean UMB Bank, N.A., Kansas City, Missouri.

SECTION 2

EXTENSIONS OF CREDIT

2.1. Term . The term of this Agreement shall commence on the Effective Date, and shall terminate on March 31, 2010, unless otherwise extended as provided herein; provided, however, all terms and provisions except Sections 2 and 3 shall remain in full force and effect until all Senior Debt is paid in full. Unless any Bank gives written notice of its objection to the Agent and the other Banks and to the Borrowers prior to March 1 of any calendar year and unless an Event of Default then exists, the term of this Agreement shall be automatically extended to March 31 of the year immediately succeeding the year this Agreement would otherwise terminate. The Agent shall give annual written notices to each Bank at least thirty (30) days prior to March 1 of each calendar year of such Bank’s requirement to give written notice of its objection if it intends to object to the automatic extension. In the event of any such objection,

the then-existing term of this Agreement shall terminate on the last day thereof unless reaffirmed in writing by all of the non-objecting Banks and all Senior Debt payable to the objecting Bank shall, subject to Section 2.5 hereof, be payable by the Borrowers in accordance with the stated maturity in the Note or Notes evidencing such Senior Debt and the terms of this Agreement and any amendments hereto to the extent any such amendments applicable to the payment of Notes are no less favorable to the Banks than the terms hereof. In the event all Senior Debt has not been paid in full prior to the termination of this Agreement, all terms and conditions hereof except Sections 2 and 3 hereof shall remain in full force and effect until all Senior Debt is paid in full; provided, however, that after the termination date and through the date all Senior Debt is paid in full, any of the Banks may, in their sole discretion, extend unsecured Subordinated Debt, and only unsecured Subordinated Debt, to the Borrowers on such terms as any of the Banks may determine and, provided, further, that this sentence of this Section 2.1 shall also remain in full force and effect.

The Borrowers shall have the right to terminate this Agreement at any time upon thirty (30) days prior written notice to the Agent and all of the Banks if all Senior Debt is paid in full at the same time on or before the last day of such thirty (30) day notice period.

2.2. Credit Facilities . From time to time during the term hereof, the Borrowers may submit to any of the Banks a request for extensions of credit to be evidenced by a Revolving Grid Note, an Amortizing Note, or a Single Pay Term Note. Such requests for credit may be made verbally or in writing. Upon receipt of any such request by any of the Banks, the Bank receiving such request shall, if it so desires, submit verbally or in writing an offer to extend credit to the Borrowers. None of the Banks have any commitment to extend any credit requested by Pioneer and any offer by any of the Banks to extend credit to the Borrowers pursuant to a request shall be made in the sole discretion of the Banks. In the event any Bank to which a request for credit is made by the Borrowers fails to submit an offer to extend

credit within five (5) Business Days following the date of receipt of such request, the request shall be deemed to be denied. In the event any Bank denies a request for credit from the Borrowers, the Borrowers shall notify the Agent for the benefit of the Banks in writing of such denial within two (2) Business Days of such denial. Upon acceptance by the Borrowers of any offer of an extension of credit, the extension of any such credit, and all terms thereof, shall become a part of and be subject in all respects to all terms and conditions of this Agreement. If requested by the Borrowers in writing, the Banks agree to confirm in writing as of the date of each Quarterly Certificate, the amount and terms of all additional credit which is available to the Borrowers, subject to the absolute discretion of the Banks, pursuant to Credit Facility Letters which have been delivered to the Borrowers by the Banks.

The terms of this Section 2.2 shall not in any way limit the obligation of the Banks pursuant to Section 9.3 hereof to renew certain existing indebtedness of the Borrowers to the Banks.

2.3. 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 (5.0%), 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 is also 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 made 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.

Each Single Pay Term Note shall bear interest per annum at such rate as may be agreed upon between the Borrowers and the Bank extending credit to be evidenced by such Single Pay Term Note.

2.4. Credit Facility Letters . As of March 31 of each calendar year commencing on March 31, 2010, each Bank which is a party hereto shall, at the written request of the Borrowers, deliver to the Borrowers a Credit Facility Letter therein indicating the maximum amount of each type of credit referred to therein which each Bank may, without commitment, be willing to extend to the Borrowers during the next twelve (12) calendar months. Delivery of a Credit Facility Letter to the Borrowers by any Bank shall not obligate or commit such Bank in any way to extend any credit referred to therein to the Borrowers. The Borrowers will provide copies of all current Credit Facility Letters of each Bank to the Agent for the benefit of the Banks.

2.5. Notes and Other Documents to Continue . Notwithstanding the execution hereof, all Notes and other documents in favor of the Banks executed pursuant or subject to the SLA which have not matured or terminated according to their respective terms on or prior to the Effective Date of this Agreement shall, except to the extent expressly amended by this Agreement, continue in full force and effect beyond such Effective Date and any extensions of the term hereof, if any, until their respective stated maturities and shall be subject to the terms

and conditions hereof; provided, however, if any Notes are outstanding as of the Effective Date hereof which are payable to any Previously Withdrawn Bank, any such Note or Notes shall be subject to the terms of the SLA to which such Previously Withdrawn Bank was a party unless the terms of this Agreement are more favorable to such Previously Withdrawn Bank than the terms of the SLA in which case the terms of this Agreement shall control.

When a Bank states or indicates in a Credit Facility Letter by declining a loan request from the Borrowers, or otherwise, that it will not make any future loans to the Borrowers under this Agreement (the “Withdrawing Bank”), the Borrowers, with the prior written consent of the Required Banks not including any Withdrawing Bank, may thereafter pay, without any penalty or premium, all or any portion of the Senior Debt outstanding to the Withdrawing Bank, notwithstanding any requirement to the contrary contained in this Agreement, in any Note, or in any other related instrument, document or agreement.

Subject to all other provisions of this Agreement, payment of all Notes payable to any holder of Senior Debt, including a Previously Withdrawn Bank or Withdrawing Bank, shall not be prepaid prior to the stated maturity thereof without the prior written consent of the Required Banks, not including any Withdrawing Bank. Any Note or Notes payable to a Previously Withdrawn Bank or Withdrawing Bank shall be subject to any amendment hereto which is dated after the date any such Previously Withdrawn Bank or Withdrawing Bank is no longer a party to this Agreement only if the terms of any such amendment applicable to payment of Notes are no less favorable than the terms of this Agreement.

2.6. Uncommitted Availability Fee . The Borrowers shall pay to the Agent for the benefit of the Banks, on a quarterly basis in arrears, an uncommitted availability fee in the amount of forty (40) basis points per annum multiplied by the average, aggregate outstanding amount of all Amortizing Notes held by the Banks outstanding at any time during the preceding calendar quarter (an “Uncommitted Availability Fee”). Such fee shall be paid in arrears for each

calendar quarter beginning on January 1, April 1, July 1 and October 1 of each year, not later than thirty (30) days after the last day of each such 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.

2.7. Purpose of Senior Debt . The Borrowers shall use all proceeds of all Senior Debt for funding their purchases or originations of Customer Notes and operations related thereto, including for working capital, consistent with the Borrowers’ business model and the terms of this Agreement.

SECTION 3

CONDITIONS TO EXTENSIONS OF CREDIT

No discretionary extension of credit to the Borrowers pursuant to any Credit Facility Letter which has been accepted by the Borrowers shall be made by any Bank on or after the Effective Date until, except as otherwise provided in Section 3(ii) below, the Agent for all of the Banks has received, contemporaneously, previously or hereafter, in the form hereof or attached hereto, all of the following except as otherwise provided below:

(i) An originally executed copy of this Agreement and the other Loan Documents duly signed by an authorized officer of each Borrower and an authorized officer of each of the Banks and the Agent, or a photocopy thereof certified by the Agent to be a true and correct copy thereof. The Borrowers shall be required to deliver the documents described in this subparagraph (i) only once to each Bank and the Agreement

must be provided by the Agent to each Bank before any extension of credit by the Banks pursuant hereto;

(ii) A Note for each extension of credit in the form of Exhibit A, I or K attached hereto duly executed by an authorized officer of each of the Borrowers, each such Note to be delivered to the Bank extending Senior Debt to be evidenced thereby before the extension of credit to be evidenced by such Note with a copy thereof to the Agent;

(iii) The MCFC Guaranty, Negative Pledge Agreement and the Subordination Agreement executed by MCFC and a duly certified resolution of its board of directors authorizing the execution and delivery of such Guaranty;

(iv) A Subsidiary Guaranty executed by each of the Subsidiaries and a duly certified resolution from each Subsidiary’s board of directors or similar body authorizing the execution and delivery of such Subsidiary Guaranty;

(v) Security Agreements duly executed by an authorized officer of Pioneer, such Security Agreements granting a security interest to the Agent for the benefit of the Banks in all Customer Notes, and all proceeds thereof, payable now or at any time hereafter to Pioneer, shares of the equity interests of each Subsidiary, except Pioneer Military Insurance Company, all notes payable by each Subsidiary to Pioneer, all of the bank deposits of Pioneer and all Intellectual Property required by Section 4.4 hereof, such Security Agreements to be delivered only once to the Agent unless additional collateral not described in Section 4 hereof is provided by Pioneer after the date hereof; such Security Agreements shall be accompanied by certificates evidencing all shares of the capital stock of each corporate Subsidiary, except Pioneer Military Insurance Company, with attached stock powers endorsed in blank and an acknowledgment of pledge by each Subsidiary which is a limited liability company;

(vi) Security Agreements duly executed by an authorized officer of each Subsidiary, such Security Agreements granting a security interest to the Agent for the benefit of the Banks in all Customer Notes, and all proceeds thereof, payable now or at any time hereafter to any Subsidiary, and in all of the bank deposits of the Subsidiaries and all Intellectual Property required by Section 4.4 hereof, each such Security Agreement to be delivered only once to the Agent unless additional collateral not described in Section 4 hereof is provided by the Subsidiaries after the date hereof;

(vii) Confirmation from the Agent that (a) a financing statement in the form of Exhibit N attached hereto has been filed with the Missouri Secretary of State naming Pioneer as the debtor, (b) a financing statement in the form of Exhibit O naming each Borrower, except Pioneer, as a debtor have been filed with the Secretary of State of their respective state of incorporation, and (c) Control Agreements, as necessary, have been executed with third parties acting as intermediaries for the purpose of perfecting security interests in Customer Notes payable to any Borrower and bank deposits of any Borrower;

(viii) A duly certified resolution of the board of directors of each Borrower (which may be relied upon until delivery to all of the Banks of a subsequent resolution prospectively revoking the authority set forth in such earlier resolution, if any), authorizing the execution and delivery of this Agreement and all Notes, Subsidiary Revolving Grid Notes, Security Agreements and other Loan Documents to be executed pursuant hereto or in connection herewith, such resolutions designating the officers of each Borrower, authorized to execute the same. Each Borrower shall be required to deliver the documents described in this subparagraph (viii) only once to each Bank;

(ix) A copy of the organizational documents of each Borrower certified by its secretary and a Certificate of Good Standing of each Borrower issued not more than ten (10) days prior to the date of this Agreement by the Secretary of State of the state of

organization of each thereof. Each Borrower shall be required to deliver the documents described in this subparagraph (ix) only once to each Bank except to the extent any of such organizational documents are amended;

(x)

The Opinion;

(xi) Satisfactory copies of policies of fire and extended coverage insurance at full insurable value, business interruption insurance and public liability insurance with premiums prepaid and designations as additional insureds in favor of the Agent for the benefit of the Banks and such additional Persons as the Agent may reasonably require;

(xii) Current financial statements for the Borrowers and such other information, documents and instruments concerning the Borrowers and the Collateral, as the Agent may reasonably request;

(xiii) Written confirmation from the Borrowers that no order, writ or injunction of any court or administrative agency is in effect or is being sought prohibiting the transactions contemplated by this Agreement or the other Loan Documents;

(xiv) Any consents of third parties to the transactions contemplated by this Agreement which may be required under any other agreements binding on the Borrowers; and

(xv) All executed Loan Documents not otherwise described in Sections 3(i) through 3(xiv) above, all in form and substance satisfactory to the Agent.

SECTION 4

COLLATERAL

4.1. Subsidiary Revolving Grid Notes . Pioneer hereby grants to the Agent for the benefit of the Banks and other holders of Notes a security interest in all notes payable to Pioneer by any and all of its Subsidiaries now or at any time hereafter in the form of the Subsidiary

Revolving Grid Note or otherwise and will execute and deliver a Security Agreement in the form of Exhibit J attached hereto to further evidence such security interest.

Upon execution hereof, Pioneer will deliver to the Agent, upon execution hereof, possession of all existing notes payable by any and all of its Subsidiaries to it and within three (3) Business Days after the future execution of any note payable by any Subsidiary to Pioneer it will deliver possession of the same to the Agent. All notes payable to Pioneer by its Subsidiaries shall be endorsed in blank when delivered to the Agent by Pioneer. The Banks agree that they will not, prior to the declaration of an Event of Default hereunder, demand payment, except as otherwise expressly provided in this Agreement, of any note in the possession of the Agent which is payable to Pioneer by any of its Subsidiaries solely for the reason any such note is payable on demand.

4.2. Customer Notes . Each Borrower hereby grants to the Agent for the benefit of the Banks and other holders of Notes a security interest in all Customer Notes payable to it now or at any time hereafter and will execute and deliver to the Agent a Security Agreement in the form of Exhibit J-3 attached hereto further evidencing such security interest and, as necessary, will execute a Control Agreement in a form mutually acceptable with a third party intermediary and the Agent to perfect such security interest to the extent any such Customer Notes are in electronic form.

4.3. Equity Interests of Subsidiaries . Pioneer hereby grants to the Agent for the benefit of the Banks and other holders of Notes a security interest in all shares of the equity interests, whether now or hereafter issued and outstanding, of each of its Subsidiaries listed on Exhibit L attached hereto and all other Subsidiaries, except Pioneer Military Insurance Company, now existing or which may hereafter be acquired or come into existence and agrees to execute and deliver a Security Agreement in the form of Exhibit J-2 attached hereto to further evidence

such security interest. Pioneer further agrees to deliver, upon execution hereof, to the Agent all stock certificates evidencing all such shares of capital stock of such Subsidiaries with stock powers attached endorsed in blank for the Subsidiaries which are corporations and an acknowledgment of pledge for the Subsidiaries which are limited liability companies.

4.4. Intellectual Property . The Borrowers hereby grant to the Agent for the benefit of the Banks and other holders of Notes a security interest in all patents, trademarks, copyrights and other intellectual property and processing systems now owned or hereafter acquired, or rights therein, material to the operation of the business conducted by any Borrower (“Intellectual Property”) and will execute and deliver a Security Agreement in the form of Exhibit J-1 attached hereto to further evidence such security interest.

4.5. MCFC Guaranty . The MCFC Guaranty shall exist and continue to be in force at all times while any Senior Debt is outstanding.

4.6. Collection of Collateral . In the event the Agent, for the benefit of Banks and other holders of Notes, is entitled to collect payment of Customer Notes payable to any Borrower, the Agent agrees that it will exercise good faith and commercially reasonable efforts to collect payment of such notes; provided, however, the Agent shall have no obligation to pursue collection of any Customer Note which is delinquent by making less than Full Payments for one hundred eighty (180) consecutive calendar days or more.

4.7. Deposit Accounts/Equipment . The Borrowers each hereby grant to the Agent for the benefit of the Banks and other holders of Notes a security interest in all equipment now owned or hereafter acquired and in all deposit accounts (including all funds on deposit therein and all proceeds thereof) now or hereafter maintained with the Agent, any of the Banks and any other financial institution, except such deposit accounts which are required by a governmental authority to be maintained free of any encumbrance, and will execute a Control Agreement with any such Bank and any other depository financial institution for deposit accounts not held by the

Agent now or at any time hereafter. For purposes of this Section 4.7, all funds transferred to or by the Agent from any deposit account of any Borrower to any Bank shall be deemed funds in a deposit account of the Borrowers until such time as such funds are credited by any Bank which has received such funds to payment of Senior Debt held by such Bank. As of the date hereof, all deposit accounts maintained by any of the Borrowers are listed on Exhibit X. The Borrowers will promptly advise the Agent in writing of any additions to or deletions from Exhibit X and, upon Agent’s receipt of such notice, Exhibit X shall be deemed to be amended.

4.8. Subsidiary Guaranties . Each Subsidiary hereby agrees to execute and continue in force at all times while any Senior Debt is outstanding, a Subsidiary Guaranty.

SECTION 5

REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to enter into this Agreement and receive requests for extensions of credit subject to this Agreement, the Borrowers hereby jointly and severally represent, warrant and confirm to the Agent and the Banks on the date of this Agreement and throughout the term hereof:

5.1. Existence and Authority . Each Borrower is duly organized and is in good standing under the laws of its respective state of organization; has all necessary permits, licenses and franchises to enable it to conduct its respective business; and is qualified to do business as a foreign entity in every jurisdiction where the ownership of its respective property or the nature of its respective business requires qualification except where there would be no Material Adverse Effect if any Borrower were not so qualified. Each Borrower is duly authorized by all required legal action to execute and deliver this Agreement, and each Borrower is authorized to borrow monies from the Banks and to execute and deliver Notes evidencing such borrowings. The execution, delivery and performance of this Agreement and any Notes evidencing any borrowings from the Banks or any other Loan Documents do not and will not conflict with (i)

any provision of law or any order of any court or government agency applicable to any Borrower, as the case may be, to the extent a conflict with any such law or order would have a Material Adverse Effect on any Borrower’s ability to perform its obligations under this Agreement, the Notes or any other Loan Document, (ii) the charter or bylaws of each Borrower or (iii) any material agreement binding upon any Borrower or upon any of their properties and do not or will not result in or require the creation of any Lien, security interest or other charge or encumbrance upon or with respect to any of their properties, except as contemplated by this Agreement.

5.2. Enforceable Agreement . The Loan Documents, when executed and delivered to the Agent, will constitute the valid and legally binding obligations of each Borrower to which it is a party, enforceable against the Borrower in accordance with the respective terms thereof, subject, however, to the provisions of all laws governing bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally or by the unavailability of specific performance or other equitable remedies.

5.3. Debt Ranking . Each Borrower’s obligations under this Agreement and under all Notes executed by the Borrowers in favor of the Banks, whether now or hereafter existing, are superior in rank to all Subordinated Debt of any Borrower and to the rights pertaining to all capital stock of each Borrower.

5.4. Records . The books and records of the Borrowers are located at Pioneer’s business offices, the current address of which is 4700 Belleview, Suite 300, Kansas City, Missouri 64112. The Borrowers will give the Agent written notice of any change in the location at which records pertaining to the Collateral are kept.

5.5. Litigation . Except as previously disclosed in writing to the Agent and the Banks, there is no pending or, to each Borrower’s Knowledge, threatened Action, suit or proceeding (i) in any tribunal, whether at law or in equity, or (ii) by or before any governmental

instrumentality or other agency, against any Borrower or affecting any Borrower, or any of its assets or property which, if adversely determined, would have a Material Adverse Effect on its financial condition or would otherwise adversely affect its ability to perform its obligations under this Agreement in a materially adverse manner.

5.6. Liens and Encumbrances . None of the property of any Borrower is subject to any Lien or encumbrance except in favor of the Agent for the benefit of the Banks except for current taxes not delinquent, involuntary Liens, if any, on tangible personal property which have been adequately reserved for by the Borrowers in accordance with the terms of this Agreement and Liens required by any governmental entity in the ordinary course of conduct of business by any Borrower. Notwithstanding anything contained herein to the contrary, the Borrowers own good and marketable title to the Collateral, free and clear of all Liens except for Liens in favor of the Agent for the benefit of the Banks.

5.7. Financial Statements . The Borrowers have furnished the Agent and the Banks with the following consolidated financial statements including unqualified audited balance sheets and statements of income, retained earnings and cash flows of each Borrower as of and for the fiscal year ended September 30, 2008, prepared by the Borrowers’ independent certified public accountants, Deloitte & Touche LLP, which financial statements have been prepared in accordance with GAAP, consistently applied. (i) Said balance sheets and their accompanying notes fairly present the condition of the Borrowers as of the date thereof, (ii) there has been no material adverse change in the condition or operation, financial or otherwise, of the Borrowers since September 30, 2008, and (iii) the Borrowers do not have any material debt, liability or obligation of any nature (whether direct, indirect, or contingent or otherwise) which were not clearly and accurately disclosed on and accounted for in said financial statements or the notes thereto to the extent such disclosure is required by GAAP.

5.8. Pension and Welfare Plans . The Borrowers have no pension plans or welfare plans other than those listed on Exhibit R. Each welfare plan, as such term is defined in Section 3.1 of ERISA, complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no reportable event has occurred and is continuing with respect to any welfare plan; no Borrower nor any ERISA affiliate has withdrawn from any multi-employer plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; no Borrower nor any ERISA affiliate has entered into an agreement pursuant to Section 4204 of ERISA; no Borrower nor any ERISA affiliate has in the past contributed to or currently contributes to a multi-employer plan; no Borrower nor any ERISA affiliate has any withdrawal liability with respect to a multi-employer plan; no steps have been instituted by any Borrower or any ERISA affiliate to terminate any welfare plan; no condition exists or event or transaction has occurred in connection with any multi-employer plan or welfare plan which could result in the incurrence by any Borrower or any ERISA affiliate of any material liability, fine or penalty; and no Borrower nor any ERISA affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on the consolidated financial statements of the Borrowers heretofore delivered by the Borrowers to the Banks, no Borrower nor any ERISA affiliate has any liability with respect to any welfare plan.

5.9. Tax Returns and Payment . The Borrowers have filed all Federal, state, foreign and local income and other tax returns which are required to be filed and have paid all taxes which have become due pursuant to such returns and all other taxes, assessments, fees and other governmental charges upon the Borrowers and/or upon their respective properties, assets, income and franchises which have become due and payable by the Borrowers and the Guarantor except those wherein the amount, applicability or validity are being contested by the Borrowers or the

Guarantor by appropriate proceedings being diligently conducted in good faith and in respect of which adequate reserves in accordance with GAAP have been established. There is no asserted, assessed or proposed tax deficiency against any Borrower or the Guarantor which, if determined adversely against any Borrower or the Guarantor, could reasonably be expected to have a Material Adverse Effect.

5.10. Subsidiaries . All Subsidiaries of each Borrower are listed on Exhibit L.

5.11. Compliance With Other Instruments . No Borrower is a party to any contract or agreement or subject to any charter or other legal restriction which could reasonably be expected to have a Material Adverse Effect and which is not disclosed on the Borrowers’ consolidated financial statements heretofore submitted to the Banks; none of the execution and delivery by the Borrowers of the Loan Documents, the consummation of the transactions therein contemplated or the compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any Borrower, or any of the provisions of the organizational documents of any Borrower or any of the provisions of any indenture, agreement, document, instrument or undertaking to which any Borrower is a party or subject, or by which any Borrower or any property of any Borrower is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of the Banks pursuant to the Loan Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, or any other Person is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents.

5.12. Other Debt and Guarantees . Except as disclosed on Exhibit S attached hereto, no Borrower is a borrower, guarantor or obligor with respect to any indebtedness for borrowed money or any guarantees not authorized under this Agreement. The Borrowers may at any time amend, modify or supplement Exhibit S by notifying the Agent for the Banks in writing of (i) any material changes thereto, and thereby the representations and warranties contained in this Section 5.12 shall be deemed amended accordingly so long as such amendment, modification or supplement is made within thirty (30) days after the occurrence of any such changes in the facts stated therein and (ii) that such changes reflect transactions that are permitted under this Agreement.

5.13. Title to Property . Each Borrower is the sole and absolute owner or lessee of, or has the legal right to use and occupy, all property it claims to own or lease or which is necessary for such Borrower to conduct its business, and all of such owned property is free and clear of all Liens other than Permitted Liens. Each Borrower (i) enjoys peaceful and undisturbed possession in all material respects under all leases under which it is operating as a lessee and (ii) is in compliance with all material terms of such leases.

5.14. Regulation U . The Borrowers are not engaged principally, or as one of their material activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of The Board of Governors of the Federal Reserve System, as amended) and no part of the proceeds of any Senior Debt facility will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately (i) to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock, or to refund or repay indebtedness originally incurred for such purpose or (ii) for any purpose which entails a violation of, or which is inconsistent with, the provisions of any of the Regulations of The Board of Governors of the Federal Reserve System, including, without limitation, Regulations U, T or X thereof, as amended. If requested by the Agent, the

Borrowers shall furnish to the Banks a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

5.15. Patents, Trademarks, Copyrights, etc. The Borrowers own or have a license to use all patents, trademarks, copyrights, licenses, other intellectual property and processing systems (including but not limited to the licensed “DayBreak” system), material to the operation of the business of the Borrowers (together, the “Intellectual Property”). No claim regarding the validity, enforceability, use or ownership of the Intellectual Property is currently outstanding or threatened and there is no reasonable basis for such claim in the future. The Borrowers have not received any notice (and do not have knowledge) of any reasonable basis for a claim of infringement, misappropriation or conflict with respect to such Intellectual Property. The Borrowers have not infringed, misappropriated or otherwise compromised any intellectual property rights of third parties. Such patents, other intellectual property and processing systems that are material to the operation of the Borrowers’ business are listed on Exhibit T attached hereto.

5.16. Investment Company Act of 1940 . No Borrower is an “investment company” as that term is defined in, and is not otherwise subject to regulation under, the Investment Company Act of 1940, as amended.

5.17. Environmental, Safety and Health Matters . Except as disclosed on Exhibit U attached hereto, the Borrowers do not have any material liability in connection with any unsafe or unhealthful condition at any premises owned, leased or operated by any Borrower. (i) The operations of the Borrowers materially comply with all applicable Environmental Laws and all applicable Occupational Safety and Health Laws, the violation or noncompliance with which could reasonably be expected to have a Material Adverse Effect; (ii) none of the operations of the Borrowers are subject to any environmental claim or any judicial, governmental, regulatory or administrative proceeding alleging the violation of any Occupational Safety and Health Law,

which, if determined adversely against any Borrower, could reasonably be expected to have a Material Adverse Effect; (iii) none of the operations of the Borrowers are the subject of any Federal or state investigation evaluating whether any remedial action is needed to respond to any release of hazardous substances or any unsafe or unhealthful condition at any premises owned, leased or operated by any Borrower, which, if determined adversely to any Borrower, could reasonably be expected to have a Material Adverse Effect.

5.18. No Default . No Event of Default under this Agreement has occurred and is continuing. There is no existing event of default under or with respect to any indenture, contract, agreement, lease or other instrument to which any Borrower is a party or by which any property of any Borrower is bound or affected, which could reasonably be expected to have a Material Adverse Effect. Each Borrower has and is in material compliance with and is in good standing with respect to all governmental and/or regulatory permits, licenses, certificates, consents and franchises necessary to continue to conduct its business as previously conducted by it and to own or lease and operate its properties as now owned or leased by it, the failure to have or noncompliance with which could reasonably be expected to have a Material Adverse Effect, and, to the Borrowers’ Knowledge, none of said permits, certificates, consents or franchises contain any term, provision, condition or limitation materially more burdensome than such as are generally applicable to Persons engaged in the same or similar business as any Borrower. The Borrowers are not in violation of any applicable statute, law, rule, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of any other jurisdiction, or of any agency thereof, a violation of which could reasonably be expected to have a Material Adverse Effect.

5.19. Disclosure . Neither this Agreement nor any of the Exhibits attached hereto nor any certificate or other information furnished to the Agent and the Banks in writing by or on behalf of the Borrowers in connection with the transactions contemplated by this Agreement

contain any untrue or incorrect statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein not misleading.

5.20. Solvency . Upon giving effect to the issuance of the Notes, the execution of the Loan Documents by the Borrowers and the consummation of the transactions contemplated hereby, each of the Borrowers will be solvent (as such term is used in applicable bankruptcy, liquidation, receivership, insolvency or similar laws) individually and collectively.

5.21. Survival of Representations and Warranties . All representations and warranties made by the Borrowers herein will survive the delivery of the Loan Documents and the making of the Loans evidenced thereby, and any investigation at any time made by or on behalf of the Agent or the Banks will not diminish the Agent’s and the Banks’ right to rely thereon. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrowers under or pursuant to this Agreement or in connection with the transactions contemplated hereby will constitute representations and warranties made by the Borrowers hereunder.

SECTION 6

AFFIRMATIVE COVENANTS

The Borrowers jointly and severally covenant and agree that, so long as any of Senior Debt remains unpaid:

6.1. Financial Information . The Borrowers will deliver to the Agent:

(i) As soon as available and in any event within ninety (90) days after the end of each fiscal year of each Borrower, consolidated balance sheets of the Borrowers as of the end of each such year and the consolidated related statements of income, retained earnings and cash flows for each such period, all such financial statements to be prepared in accordance with GAAP, consistently applied, and audited by and accompanied by the unqualified opinion of Deloitte & Touche, LLP or other independent certified public

accountants selected by the Borrowers and reasonably acceptable to the Agent; and as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter, consolidated balance sheets of the Borrowers as of the end of each such quarter and the related consolidated statements of income and cash flows for such quarter, all such financial statements to be prepared in accordance with GAAP, consistently applied, and certified by the Chief Financial Officer of Pioneer. Such quarterly financial statements shall be used to test compliance with the financial covenants set forth in Sections 6.15(i), (ii), (iii) and (iv) and Section 7.6 hereof. Such quarterly financial statements shall also be accompanied by a Quarterly Certificate executed by the Chief Financial Officer of Pioneer. The Borrowers shall also provide within twenty (20) days after the end of each calendar month a statement of compliance accompanied by supporting financial work sheets evidencing the Borrowers’ compliance with Section 6.15(iii) hereof.

(ii) Simultaneously with the delivery of each set of financial statements referred to in Section 6.1(i) above, a Compliance Certificate of the Chief Financial Officer of Pioneer accompanied by supporting financial work sheets where appropriate, (a) evidencing the Borrowers’ compliance with the financial covenants contained in Sections 6.15(i), (ii), (iii) and (iv) and Section 7.6 of this Agreement, (b) stating whether there exists on the date of such certificate any Event of Default and, if any Event of Default then exists, setting forth the details thereof and the action which the Borrowers are taking or propose to take with respect thereto and (c) certifying that all of the representations and warranties made by the Borrowers in this Agreement and/or in any other Loan Document are true and correct in all material respects on and as of the date of such certificate as if made on and as of the date of such certificate;

(iii) Projected financial statements for each fiscal year not later than thirty (30) calendar days following the first Business Day of each fiscal year.

(iv) promptly upon receipt thereof, any reports submitted to the Borrowers by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrowers; and

(v) with reasonable promptness, such further information which is reasonably available regarding the business, affairs and financial condition of the Borrowers as the Agent, on behalf of the Banks, may from time to time reasonably request.

6.2. Payment of Indebtedness, Performance of Obligations . The Borrowers will (i) pay and discharge any and all indebtedness payable or guaranteed by the Borrowers and any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in accordance with the agreement, document or instrument relating to such indebtedness or guarantee; provided, however, that the Borrowers shall not be required to pay any such indebtedness or guarantee which does not constitute indebtedness for borrowed money or guarantee the payment of which is being contested in good faith and by appropriate proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been provided, except that the Borrowers shall pay or cause to be paid all such indebtedness or guarantee promptly upon the commencement of proceedings to foreclose any Lien which has attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond in a manner reasonably satisfactory to the Agent and (ii) faithfully perform, observe and discharge all covenants, conditions and obligations which are imposed upon the Borrowers by any and all agreements, documents, instruments and indentures evidencing, securing or otherwise relating to any such indebtedness or guarantee. The Borrowers will pay and perform all of their obligations under the Loan Documents. The

Borrowers will perform all of their obligations under all material contracts and agreements relating to the Borrowers’ business and will enforce the performance of the other parties thereto to the extent reasonably possible.

6.3. Books and Records; Consultations and Inspections . The Borrowers will maintain books and records sufficient to permit the preparation of financial statements in accordance with GAAP and in which true, correct and complete entries shall be made of all dealings and transactions material to their business. The Borrowers authorize the Agent and the Banks (and any Person appointed by the Agent and the Banks to whom the Borrowers do not reasonably object) to discuss the affairs, finances and accounts of the Borrowers with the managers and officers of the Borrowers and, upon oral or written notice to the Borrowers, with their independent public accountants, all at such reasonable times upon reasonable request and as often as the Banks may from time to time reasonably request. The Borrowers will also permit the inspection, audit, examination and copying of their properties, books and records by the Agent and the Banks or their representatives during normal business hours and at other reasonable times, with reasonable notice to the Borrowers. The Borrowers will reimburse the Agent and the Banks upon demand for all reasonable costs and expenses incurred by the Agent and the Banks in connection with any such inspection, audit and/or examination conducted by the Agent and the Banks while any Event of Default under this Agreement has occurred and is continuing.

6.4. Payment of Taxes . The Borrowers will duly file when due all Federal, state, foreign and local income tax returns and all other tax returns and reports of the Borrowers which are required to be filed and duly pay and discharge when due all taxes, assessments and other governmental charges imposed upon them or any of their property; provided, however, that the

Borrowers shall not be required to pay any such tax, assessment or other governmental charge the payment of which is being contested in good faith and by appropriate proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been provided, except that the Borrowers shall pay or cause to be paid all such taxes, assessments and governmental charges forthwith upon the commencement of proceedings to foreclose any Lien which is attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond in a manner reasonably satisfactory to the Agent.

6.5. Payment of Claims . The Borrowers will promptly pay and discharge when due (i) all trade accounts payable and normal accruals in accordance with their usual and customary business practices as in effect on the date of this Agreement and (ii) all claims for work, labor or materials; provided, however, that the Borrowers shall not be required to pay any such trade account payable, accrual or claim the payment of which the Borrowers contest in good faith and by appropriate proceedings being diligently conducted, except that the Borrowers shall pay or cause to be paid all such trade accounts payable, accruals and claims forthwith upon the commencement of proceedings to foreclose any Lien which has attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond.

6.6. Existence . The Borrowers will do all things necessary to (i) preserve and keep in full force and effect at all times their corporate existence and all Intellectual Property, permits, licenses, franchises and other rights material to their business and (ii) be duly qualified to do business and be in good standing in all jurisdictions where the nature of their business or their ownership of property requires such qualification except for those jurisdictions in which the failure to qualify or be in good standing could not reasonably be expected to have a Material Adverse Effect.

6.7. Maintenance of Property . The Borrowers will at all times, preserve and maintain all of the property, owned or leased, used or useful in the conduct of their business in good condition, working order and repair, ordinary wear and tear excepted.

6.8. Compliance with Laws, Regulations, etc. The Borrowers will comply with any and all federal, state and local laws, ordinances and governmental and regulatory rules and regulations to which the Borrowers are subject (including, without limitation, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Soldiers’ and Sailors’ Civil Relief Act of 1940, and any other federal, state, and local laws relating to interest, usury, consumer credit, equal credit opportunity, fair credit reporting, privacy, consumer protection, false or deceptive trade practices and disclosure, the Occupational Safety and Health Act of 1970, the Americans with Disabilities Act of 1990, and laws and regulations establishing quality criteria and standards for air, water, land and toxic or hazardous wastes and substances), and obtain any and all licenses, permits, franchises and other governmental and regulatory authorizations necessary to the ownership of their properties or to the conduct of their business, which violation or failure to obtain could reasonably be expected to have a Material Adverse Effect.

6.9. Environmental Matters . The Borrowers shall give the Agent prompt written notice of (i) any Environmental Claim or any other action or investigation with respect to the existence or potential existence of any hazardous substances instituted or threatened with respect to any Borrower or any of the properties or facilities owned, leased or operated by any Borrower which, if determined adversely to any Borrower, could reasonably be expected to have a Material

Adverse Effect and (ii) any condition or occurrence on any of the properties or facilities owned, leased or operated by any Borrower which constitutes a violation of any environmental laws or which gives rise to a reporting obligation or requires removal or remediation under any environmental laws, to the extent the Borrowers reasonably believe (after due investigation) the cost of such removal or remediation could have a Material Adverse Effect on any Borrower or all of the Borrowers as a whole.

6.10. ERISA Compliance . If the Borrowers or any ERISA affiliate have any pension plan, the Borrowers or such ERISA affiliate, as the case may be, shall comply with all requirements of ERISA relating to such pension plan. Without limiting the generality of the foregoing, the Borrowers will not, and they will not cause or permit any ERISA affiliate to: (i) permit any pension plan maintained by the Borrowers or any ERISA affiliate to engage in any nonexempt “prohibited transaction,” as such term is defined in Section 4975 of the Code; (ii) permit any pension plan maintained by the Borrowers or any ERISA affiliate to incur any “accumulated funding deficiency”, as such term is defined in Section 302 of ERISA, 29 U.S.C. §1082, whether or not waived; (iii) terminate any pension plan in a manner which could result in the imposition of a Lien on any property of the Borrowers or any ERISA affiliate pursuant to Section 4068 of ERISA, 29 U.S.C. §1368; or (iv) take any action which would constitute a complete or partial withdrawal from a multi-employer Plan within the meaning of Sections 4203 or 4205 of Title IV of ERISA. Notwithstanding any provision contained in this Section 6.10 to the contrary, an act by the Borrowers shall not be deemed to constitute a violation of this Section 6.10 unless the Agent determines in good faith that said action, individually or cumulatively with other acts of the Borrowers has or could reasonably be expected to have a Material Adverse Effect.

6.11. Notices . The Borrowers will promptly notify the Agent in writing of any of the following within five (5) Business Days after any Borrower’s Knowledge thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

(i)

the occurrence of any Event of Default;

(ii) the occurrence of any material event of default by any Borrower under any note, indenture, loan agreement, mortgage, deed of trust, security agreement, lease or other agreement, document or instrument to which such Borrower is a party or by which it is bound or to which it is subject other than this Agreement or any other Loan Document which could be reasonably expected to have a Material Adverse Effect;

(iii) the occurrence of a reportable event with respect to any pension plan; the filing of a notice of intent to terminate a pension plan by the Borrowers or any ERISA affiliate; the institution of proceedings to terminate a pension plan by the Pension Benefit Guaranty Corporation or any other Person; the withdrawal in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205, respectively, of ERISA by the Borrowers or any ERISA affiliate from any multi-employer plan; or the incurrence of any material increase in the contingent liability of the Borrowers with respect to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA which covers retired employees and their beneficiaries;

(iv) the occurrence of any Material Adverse Effect;

(v) any change in the name of any Borrower;

(vi) any material change in any Borrower’s line(s) of business;

(vii)

the occurrence of any Change of Control;

(viii) any notices reasonably required to be provided pursuant to other provisions of this Agreement;

(ix) the receipt of any demand, notice of claim or institution of any litigation, arbitration proceeding or governmental or regulatory proceeding affecting any Borrower or the Collateral, whether or not covered by insurance, in which the prayer or claim for relief seeks recovery of an amount in excess of Five Hundred Thousand Dollars ($500,000) or, if no dollar amount is specified in the prayer or claim for relief, in which there is a reasonable likelihood of recovery of an amount in excess of Five Hundred Thousand Dollars ($500,000) or any form of equitable relief for an order which has a reasonable likelihood, if issued, of causing a Material Adverse Effect; and

(x) any material change in the ability of the Borrowers to perform the obligations, warranties, covenants and conditions of the Loan Documents.

The Borrowers will also immediately notify the Agent in writing if, for any reason, the Master Services Agreement, as defined in Section 7.11 below, is terminated or is not otherwise enforceable in accordance with its terms.

6.12. Insurance . The Borrowers will insure all of their property of the character usually insured by Persons engaged in the same or similar businesses similarly situated, against loss or damage of the kind customarily insured against by such Persons, and carry adequate liability insurance and other insurance of a kind and in an amount generally carried by Persons engaged in the same or similar businesses similarly situated and approved by the Agent. All such insurance may be subject to reasonable deductible amounts. The insurance policies will name the Agent for the benefit of the Banks as loss payee or additional insured. The Borrowers will furnish the Agent with copies of all insurance policies in effect and evidence of payment of the premium for each policy.

6.13. Further Assurances . The Borrowers will execute and deliver to the Agent, at any time and from time to time, such other documents and instruments, and take any and all further actions which may be required under any changes in applicable law, or which the Agent for itself

or on behalf of the Banks may from time to time reasonably request, in order to effectuate or further confirm or evidence the transactions contemplated by this Agreement.

6.14. Accountants . The Borrowers will give the Agent prompt notice of any change of the Borrowers’ independent certified public accountants and a statement of the reasons for such change. The Borrowers shall at all times utilize independent certified public accountants reasonably acceptable to the Agent and the Required Banks.

615.

Financial Covenants .

(i) Senior Debt/Tangible Net Worth Ratio . The Borrowers will at no time permit their Senior Debt to exceed 4.0 times their Consolidated Tangible Net Worth, based on the Borrowers’ then-outstanding Senior Debt and their Consolidated Tangible Net Worth set forth in the latest quarterly financial statements delivered by the Borrowers in accordance with the terms of this Agreement.

(ii) Total Required Capital . At all times the Borrowers will maintain Consolidated Total Required Capital of at least Seventy-Five Million Dollars ($75,000,000) plus fifty percent (50%) of the cumulative positive net income earned by the Borrowers for each of their fiscal years ending subsequent to September 30, 2008. Any part of the fifty percent (50%) of positive net income not distributed by Pioneer pursuant to Section 7.4 hereof as a dividend for any fiscal year within one hundred twenty (120) days after the last day of such fiscal year shall also automatically be added to and become a permanent part of Consolidated Total Required Capital. At no time may any portion of Consolidated Total Required Capital be distributed as a dividend or otherwise and, notwithstanding anything stated herein to the contrary, no portion of the Borrowers’ capital existing as of the date hereof may be distributed as a dividend or otherwise.

(iii) Senior Debt/Net Receivable Ratio . The Borrowers will at no time permit the ratio of Senior Debt to all Consolidated Net Receivables to exceed .80 to 1 based on the Borrowers’ then-outstanding Senior Debt and their Consolidated Net Receivables set forth in the latest quarterly financial statements delivered by the Borrowers in accordance with the terms of this Agreement or as set forth in the Borrowers’ internally prepared monthly financial statements, as required in either case by Section 6.1(i).

(iv) Loan Loss Reserve . Unless required to conform to generally accepted accounting practices, the Borrowers will maintain at all times, tested as of the end of each fiscal quarter of the Borrowers, a loan loss reserve in an amount which is equal to or greater than the loan loss reserve shown on their audited financial statements as of the end of their most recent fiscal year, provided that at no time shall the loan loss reserve be less than five and one-quarter percent (5.25%) of the Consolidated Net Receivables.

6.16. Operation . The Borrowers agree to operate their businesses in a prudent efficient and profitable manner consistent with past business practices.

6.17. Pledge of Collateral . The Borrowers further agree to grant to the Agent for the benefit of the Banks a first perfected security interest covering all of the Collateral, and to promptly deliver to the Agent such security documents and other instruments as might be required by the Agent to subject such properties to Liens in favor of the Agent for the benefit of the Banks. Notwithstanding anything contained in this Agreement to the contrary, the Borrowers will maintain and defend good and marketable title to the Collateral free and clear of all claims, liens or encumbrances except those in favor of the Agent for the benefit of the Banks.

SECTION 7

NEGATIVE COVENANTS

The Borrowers covenant and agree that, so long as any Senior Debt remains unpaid:

7.1. Consolidation and Mergers . No Borrower will, without the prior written consent of the Agent and the Required Banks, be a party to any merger, consolidation or other combination of any kind with any other Person or business entity nor will any Borrower, without the prior written consent of the Agent and the Required Banks, acquire all or any significant portion of all of the assets of any other Person or business entity nor will any Borrower, without the prior written consent of the Agent and the Required Banks, dispose of all or any significant portion of its respective assets; provided, however, this provision shall not prohibit any Borrower from merging any one or all into one or more of the others nor shall it prohibit any Borrower from selling to or acquiring from third parties substantial blocks of Customer Notes in a manner consistent with past practices.

7.2. Nonconforming Debt . No Borrower will incur, create or permit to exist any indebtedness except (i) Senior Debt, (ii) those specific unsecured debt obligations listed in Exhibit S attached hereto, (iii) Subordinated Debt, (iv) trade payables and leases incurred in the ordinary course of business and (v) indebtedness and obligations described in Section 7.3 hereof.

7.3. Permitted Indebtedness . No Subsidiary will incur, create or permit to exist indebtedness to any person or entity other than Pioneer and the Banks except only the following permitted indebtedness incurred in the ordinary course of each of such Subsidiary’s respective business (the “Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, and (iii) purchase money obligations for capital expenditures. The aggregate amount of all such Subsidiary Permitted Indebtedness, excluding real property lease obligations for each Subsidiary, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate for all Subsidiaries at any time. Pioneer will not incur, create or permit to exist indebtedness to any Person other than the

Banks except only the following permitted indebtedness incurred in the ordinary course of Pioneer’s business (the “Pioneer Permitted Indebtedness”) (i) current trade payables not more than ninety (90) days past due, (ii) lease obligations for real estate, fixtures and equipment, and (iii) purchase money obligations for capital expenditures. The aggregate amount of all such Pioneer Permitted Indebtedness, excluding real property lease obligations, shall not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate for Pioneer at any time.

7.4. Redemptions/Guarantees/Advances/Issuance of Stock/Dividends . The Borrowers will not (a) without the prior written consent of the Required Banks, make any distribution of assets to MCFC except (a) payments of dividends declared in the ordinary course of business which do not create the occurrence of an Event of Default hereunder and are in compliance with the following limitations as of the date of payment of any such dividends: (x) no dividends, cash or noncash, may be paid if the Senior Debt / Net Receivable Ratio is eighty percent (80%) or more; (y) if the Senior Debt / Net Receivable Ratio is less than seventy-seven and one-half percent (77.5%) cash dividends, subject to the fifty percent (50%) limitation set forth in Section 6.15(ii) hereof may be paid; and (z) if the Senior Debt / Net Receivable Ratio is seventy-seven and one-half percent (77.5%) or more but less than eighty percent (80%), dividends may only be paid, subject to the fifty percent (50%) limitation set forth in Section 6.15(ii) hereof, and which are, immediately upon payment thereof, loaned to Pioneer as Subordinated Debt; and (b) payments of interest on Subordinated Debt payable to MCFC prior to the declaration of an Event of Default by the Agent nor will they purchase, redeem, retire or otherwise acquire any shares of their equity interests or issue any shares of their equity interests or (ii) authorize or make any other distribution to any stockholder, equity owner, subsidiary, affiliate or Person of any of the assets or business of the Borrowers. The Borrowers will not directly or indirectly make any

capital contribution to or purchase, redeem, acquire or retire any of the equity interests of the Borrowers or any subsidiary of any Borrower (whether such interests are now or hereafter issued, outstanding or created. No Borrower will (iii) enter into any management agreement with any other Borrower or affiliate or (iv) make or guarantee any loan or advance to any Person except to another Borrower in an amount not exceeding Fifty Thousand Dollars ($50,000) in the aggregate except for reasonable compensation for services performed or expenses incurred in the ordinary course of the Borrowers’ business.

7.5. Service Charges . The Borrowers will not make any payment to MCFC in any fiscal year for services performed or reasonable expenses incurred in an aggregate amount greater than Seven Hundred Thirty-Five Thousand Dollars ($735,000) plus reimbursable expenses; provided, however, such amount may be increased on each anniversary of this Agreement by a percentage amount equal to the percentage increase in the Consumer Price Index published by the United States Bureau of Labor for the calendar year then most recently ended.

7.6. Net Income . The Borrowers shall not have a negative consolidated net income for any fiscal year, such net income to be tested as of September 30 of each year for the twelve (12) month period then ended.

7.7. Limitation on Liens . No Borrower will create, incur or assume, or suffer to be incurred or to exist, any Lien on any of its property or affecting the Collateral, whether now owned or hereafter acquired, or upon any income or profits therefrom, except for Permitted Liens.

7.8. Changes in Nature of Business . No Borrower will engage in any business if, as a result, the general nature of its respective business which would then be engaged in by it would be substantially changed from the general nature of the business engaged in by it as of the date of

this Agreement. Additionally, no Borrower will (i) make any expenditure or commitment or incur any obligation or enter into any transaction except in the ordinary course of business or (ii) make any acquisition of or contribution to or other investments in any Person or entity.

7.9. Fiscal Year . The Borrowers will not change their fiscal year.

7.10. Pension Plans . The Borrowers and any ERISA affiliate will not (i) permit any condition to exist in connection with any pension plan which might constitute grounds for the Pension Benefit Guaranty Corporation to institute proceedings to have such pension plan terminated or a trustee appointed to administer such pension plan or (ii) engage in, or permit to exist or occur, any other condition, event or transaction with respect to any pension plan which could result in the incurrence by the Borrowers or any ERISA affiliate of any material liability, fine or penalty.

7.11. Loan Sale and Master Services Agreement . The Borrowers will not amend or terminate the Loan Sale and Master Services Agreement dated June 12, 2009, a copy of which is attached hereto as Exhibit V, or any successor thereto (the “Master Services Agreement”), without the prior written consent of the Agent and the Required Banks.

7.12. New Subsidiaries . No Borrower shall create any new subsidiary or affiliate without the prior written consent of the Agent and the Required Banks, which consent shall not be unreasonably withheld. If any new subsidiary is created, it shall become a party to this Agreement as a Borrower.

7.13. Transactions with Affiliates . The Borrowers will not enter into or be a party to any material transaction or arrangement with any affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any affiliate), except in the ordinary course of business and pursuant to the reasonable

requirements of any such affiliate’s business and upon fair and reasonable terms no less favorable to such Borrower or such affiliate than would be obtained in a comparable arm’s-length transaction with a Person not an affiliate.

7.14. Transfers . The Borrowers will not sell, transfer or permit to be transferred voluntarily or by operation of law any interest in the Collateral without the consent of the Agent and the Required Banks. The Borrowers will not sell, transfer or otherwise dispose of or create, assume or suffer to exist any pledge, lien, security interest, charge or encumbrance on any interest in the Borrowers except an existing negative pledge on the capital stock of Pioneer.

7.15. Other Agreements . The Borrowers will not enter into any agreement that limits or restricts the ability of the Borrowers to comply with the terms of the Loan Documents.

SECTION 8

THE AGENT

8.1. Appointment . UMB is hereby appointed by the Banks as the authorized Agent to act on behalf of the Banks under this Agreement, the Notes and the other Loan Documents. The Agent agrees to act as such upon the express conditions contained in this Agreement.

8.2. Powers . The Agent shall have and may exercise such powers hereunder as are specifically delegated to the Agent by the terms of this Agreement and the other Loan Documents, together with such powers as are reasonably incidental thereto. The Agent shall have no obligation or implied duty to take any action under this Agreement or any of the other Loan Documents, except any action specifically provided by this Agreement or any of the other Loan Documents to be taken by the Agent and in no event shall the Agent have any fiduciary responsibilities to any Bank.

8.3. General Immunity . Neither the Agent nor any of its directors, officers, employees, agents or advisors shall be liable to any Bank for any action taken or not taken by it

in connection with this Agreement or any of the other Loan Documents (i) with the consent or at the request of the Required Banks or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order.

8.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, employees, agents or advisors shall (i) be responsible for or have any duty to ascertain, inquire into or verify any recitals, reports, statements, representations or warranties contained in this Agreement or any of the other Loan Documents or furnished pursuant hereto or thereto, (ii) be responsible for any Loans hereunder, (iii) be bound to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or any of the other Loan Documents, (iv) be responsible for the satisfaction of any condition specified in Section 3, except receipt of items required to be delivered to the Agent, (v) be responsible for the validity, effectiveness, genuineness or enforceability of this Agreement or any of the other Loan Documents or (vi) be responsible for the creation, attachment, perfection or priority of any security interests or liens purported to be granted to Agent or any Bank pursuant to this Agreement or any of the other Loan Documents.

8.5. Right to Indemnity . Notwithstanding any other provision contained in this Agreement to the contrary, to the extent the Borrowers fail to reimburse the Agent pursuant to Sections 13.8, and 8.10 or if any Event of Default shall occur under this Agreement, the Banks shall ratably in accordance with their respective pro rata shares of the aggregate principal amount of outstanding Senior Debt indemnify the Agent and hold it harmless from and against any and all liabilities, losses (except losses occasioned by failure of the Borrowers or the Guarantor to make any payments or to perform any obligations required by this Agreement (excepting those described in Sections 13.8 and 8.10), the Notes or any of the other Loan Documents), costs

and/or expenses, including, without limitation, reasonable attorneys’ fees and expenses, which the Agent may incur, directly or indirectly, in connection with the preparation, execution and delivery of this Agreement, the Notes or any of the other Loan Documents, or in connection with the collection and enforcement of this Agreement and the other Loan Documents; provided only that the Agent shall not be entitled to such indemnification for any losses, liabilities, costs and/or expenses resulting from its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. Any Bank failing to perform its obligations hereunder hereby agrees to indemnify the Agent for all liabilities, losses, costs and/or expenses, including reasonable attorneys’ fees which the Agent may incur, directly or indirectly, as a result of such Bank’s nonperformance. These indemnities shall be a continuing indemnity and shall survive the satisfaction and payment of the Notes and the termination of this Agreement.

8.6. Action Upon Instructions of Required Banks . The Agent agrees, upon the written request of the Required Banks, to take any action of the type specified in this Agreement or any of the other Loan Documents as being within the Agent’s rights, duties, powers or discretion. Notwithstanding the foregoing, the Agent shall be fully justified in failing or refusing to take any action hereunder, unless it shall first be indemnified to its satisfaction by the Banks pro rata against any and all liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which may be incurred by it by reason of taking or continuing to take any such action, other than any liability resulting from the Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, nonappealable order. The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with written instructions signed by the Required Banks,

and such instructions and any action taken or failure to act pursuant thereto shall be binding on all Banks. In the absence of a request by the Required Banks, the Agent shall have the authority, in its good faith discretion, to take or not to take any action, unless this Agreement or any of the other Loan Documents specifically requires the consent of the Required Banks.

8.7. Employment of Agents and Counsel . The Agent may execute any of its duties as the Agent hereunder by or through employees, agents and attorneys-in-fact and shall not be answerable to the Banks, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it in good faith and with reasonable care. The Agent shall be entitled to rely upon the advice and opinion of legal counsel concerning all matters pertaining to the duties of the agency hereby created.

8.8. Reliance on Documents; Counsel . The Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of legal counsel selected by the Agent.

8.9. May Treat Payee as Owner . The Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with the Agent. Any request, authority or consent of any Person who at the time of making such request or giving such authority or consent is the holder of any such Note shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note issued in exchange therefor.

8.10. Agent’s Reimbursement . Each Bank agrees to reimburse the Agent pro rata in accordance with its pro rata share of the aggregate principal amount of outstanding Senior Debt for (i) any out-of-pocket costs and expenses not reimbursed by the Borrowers for which the

Agent is entitled to reimbursement by the Borrowers under this Agreement or any of the other Loan Documents and (ii) for any out-of-pocket costs and expenses incurred by the Agent on behalf of the Banks in connection with the preparation, execution, delivery, amendment, modification, extension, renewal, administration and/or enforcement of this Agreement and/or any of the other Loan Documents.

8.11. Rights as a Bank . With respect to the Loans made by it and the Notes issued to it, the Agent shall have the same rights and powers hereunder as any Bank and may exercise the same as though it were not the Agent, and the terms “Bank” and “Banks” shall, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, issue letters of credit for the account of and generally engage in any kind of banking or trust business with the Borrowers and their Subsidiaries and affiliates as if it were not the Agent.

8.12. Independent Credit Decision . Each Bank acknowledges that it has, independently and without reliance upon the Agent and based on the financial statements referred to in Section 5.7 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions with respect to this Agreement and the other Loan Documents.

8.13. Successor Agent . The Agent may resign as the Agent for the Banks under this Agreement and the other Loan Documents at any time upon thirty (30) days’ notice in writing to the Banks and the Borrowers. The Agent may also be removed at any time without cause by

unanimous vote of the Banks and with cause by the Required Banks. Such resignation shall take effect upon the earlier of the appointment of such successor to the Agent or the expiration of such thirty (30) day period. Subject to the consent of the Borrowers (which consent shall not be unreasonably withheld or delayed, and which consent shall not be required at anytime that an Event of Default has occurred and is continuing), the Required Banks shall have the right to appoint a successor Agent and who shall be entitled to all of the rights of, and vested with the same powers as, the original Agent under this Agreement and the other Loan Documents. In the event a successor Agent shall not have been appointed within the thirty (30) day period following the giving of notice by the Agent, the Required Banks shall assume the duties of the Agent hereunder until a new Agent is appointed pursuant to the terms of this Agreement. Resignation by the Agent shall not affect or impair the rights of the Agent under Section 8.5 hereof with respect to all matters preceding such resignation. Any successor Agent must be a national banking association or a Bank chartered in any State of the United States having a combined capital and surplus of at least $500,000,000.

8.14. Delivery of Documents . The Agent agrees to promptly provide each Bank with copies of (i) this Agreement and the other Loan Documents (including any amendments thereto), (ii) any default notices sent by the Agent to the Borrowers with respect to this Agreement or any of the other Loan Documents, (iii) any waivers or consents signed by the Agent or otherwise sent by the Agent to the Borrowers with respect to this Agreement or any of the other Loan Documents, (iv) any notices of default sent by the Borrowers to the Agent with respect to this Agreement or any of the other Loan Documents, (v) any requests for any amendments, waivers or consents sent to the Agent by the Borrowers with respect to this Agreement or any of the other Loan Documents and (vi) all other documents delivered to the Agent by the Borrowers as

required under the terms of this Agreement. The Agent agrees to provide each Bank, within ten (10) Business Days after Agent’s receipt thereof, a copy of such other information, reports, certificates and/or other materials prepared by the Borrowers or otherwise required by the Loan Documents which are reasonably requested by such Bank in writing and which are in the Agent’s possession.

8.15. Deposit Account . The Agent shall establish and maintain a Cash Collateral Account to be used for the deposit of proceeds of Collateral for the ratable benefit of all of the Banks following the declaration of an Event of Default.

8.16. Agent’s Fee . On the date hereof and on each anniversary date hereof thereafter, the Borrowers shall pay to the Agent an Agent’s Fee in the amount of Twenty-Five Thousand Dollars ($25,000).

8.17. Duration of Agency . The agency established by Section 8.1 hereof shall continue, and Sections 8.1 through and including this Section 8.17 shall remain in full force and effect, until all of Notes shall have been paid in full and this Agreement shall have terminated.

SECTION 9

AGREEMENT AMONG BANKS

9.1. Prior Notice of Intentions . No Bank which is a party to this Agreement will, without the prior written consent of the Agent and all of the Banks which are a party to this Agreement, seek collateral, other than as provided for herein, for all or any part of the Senior Debt; nor will any Bank initiate any legal proceedings against any Borrower or its affiliates without giving ten (10) Business Days prior written notice to the Agent and all other Banks which are a party hereto.

9.2. All Credit to Conform . All of the Banks which are parties to this Agreement agree not to extend any credit to the Borrowers unless such credit is extended in conformity with

and subject to the terms of this Agreement and, if prior to termination hereof, is evidenced by a Note in the form of Exhibit A, I or K attached hereto.

9.3. Renewal Obligation . All of the Banks agree that in the event they do not advise the Agent and all of the other Banks and the Agent and the Borrowers of their intent not to renew indebtedness of the Borrowers evidenced by any Single Pay Term Note at least ninety (90) Business Days prior to the maturity of any such Note, the outstanding indebtedness evidenced by any such Note will be renewed on substantially the same terms as the existing Note except for the interest rate payable thereon which shall be adjusted to a current rate unless the Agent and all other Banks which are a party to this Agreement and the Borrowers waive in writing, on a case-by-case basis, such ninety (90) day prior notice requirement or unless an Event of Default has occurred and is continuing in which case the ninety (90) day prior notice requirement shall be deemed to be automatically waived.

SECTION 10

EVENTS OF DEFAULT

If any of the following (each an “Event of Default”) shall occur, any Bank may terminate the obligations of such Bank to make any further advances under any Note or the other Loan Documents and the Agent for the benefit of the Banks, may exercise the remedies set forth in Section 11 subject to the procedures set forth in such Section 11 unless a cure period is provided below and then upon expiration of such cure period if such Event of Default is then continuing, upon receipt by the Borrowers of notice thereof by the Agent:

10.1. The Borrowers (i) fail to make any payment of principal of, or interest on, or fees owing in respect of, any Senior Debt when due and payable, or (ii) fail to pay or reimburse the Agent or the Banks for any expense reimbursable hereunder or under any other Loan Document after Agent’s demand for such payment within five (5) Business Days of the receipt of such demand; provided, however, no five (5) Business Day cure period shall be available if the

Borrowers have already failed to make any payment of such principal, interest or fees when due and payable two (2) or more times in the immediately preceding twelve (12) month period.

10.2. Any Borrower fails or neglects to materially perform, keep or observe any other provision of this Agreement or of any of the other Loan Documents within ten (10) Business Days after receipt of Agent’s written notice thereof.

10.3. Any material representation or warranty made by a Borrower in Section 5 of this Agreement being untrue in any material respect now or at any time hereafter; or any schedule, statement, report, notice, information or writing furnished by a Borrower to the Agent and the Banks being untrue or misleading in any material respect as of the date the facts set forth therein are stated or certified;

10.4. Any failure of a Borrower to make payment when due, or other default or justifiable demand by a creditor other than any of the Banks for accelerated payment by any Borrower under the terms of any debenture, contract or agreement for borrowed money in any amount greater than Five Hundred Thousand Dollars ($500,000) in the aggregate, if such payment is not made, such default is not cured or such demand is not rescinded within any applicable cure or other grace period, if any, under that applicable debenture, contract or agreement; or if there is no applicable cure or other grace period within ten (10) Business Days of the occurrence of such default.

10.5. Assets of any Borrower, except Customer Notes, with a fair market value of Five Hundred Thousand Dollars ($500,000) or more are attached, seized, levied upon or subjected to a writ or distress warrant, and such condition continues for ten (10) Business Days or more after the Borrowers’ receipt of notice thereof, regardless of the source of such notice. If such notice is not received from the Agent, the Borrowers, upon receipt of such notice, shall give written notice thereof to the Agent.

10.6. A case or proceeding is commenced against any Borrower or the Guarantor seeking a decree or order in respect of such Borrower or the Guarantor (i) under the Federal Bankruptcy Code, or any other applicable federal, state bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Borrower or the Guarantor or for any substantial part of any such entity’s assets, or (iii) ordering the winding-up or liquidation of the affairs of such Borrower or the Guarantor , and such case or proceeding shall remain undismissed or unstayed for sixty (60) days or more or a decree or order granting the relief sought in such case or proceeding shall be entered by a court of competent jurisdiction.

10.7. Any Borrower or the Guarantor (i) files a petition seeking relief under the Federal Bankruptcy Code, or any other applicable federal, state bankruptcy or other similar law, (ii) consents to or fails to contest in a timely and appropriate manner the institution of proceedings thereunder or the filing of any such petition or the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for such Borrower or the Guarantor or for any substantial part of any such entity’s assets, (iii) makes an assignment for the benefit of creditors, (iv) takes any action in furtherance of any of the foregoing; or (v) admits in writing its inability to, or is generally unable to, pay its debts as such debts become due.

10.8. A final judgment or judgments for the payment of money in excess of Five Hundred Thousand Dollars ($500,000) not covered by insurance in the aggregate at any time are outstanding against one or more of the Borrowers and the same are not, within ten (10) Business Days after the entry thereof, discharged or execution thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay.

10.9. Any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms or any Lien created under any Loan

Document ceases to be a valid and perfected first priority Lien (except as otherwise permitted herein or therein) in any of the Collateral purported to be covered thereby and such conditions have not been cured within ten (10) Business Days after receipt of Agent’s notice thereof.

10.10. Any Change of Control occurs.

10.11. At least one (1) Borrower, for reasons other than complying with applicable regulatory requirements, does not continue to purchase small loans to military personnel or families from MidCountry Bank in the ordinary course of business without first obtaining the prior written consent of the Agent and the Required Banks (which consent shall not be unreasonably withheld, delayed or conditioned), provided, however, that in the event that any Borrower is required due to regulatory requirements to cease purchasing loans originated by MidCountry Bank, the Borrowers shall still be permitted to originate loans directly from consumers or purchase loans from other businesses who originate them directly from consumers using their state licenses in the manner they currently do business without such action being deemed to be an Event of Default hereunder;

10.12. Any default by the Guarantor or any Subsidiary in performance of the terms and conditions of the MCFC Guaranty or any Subsidiary Guaranty which could reasonably be expected to create a Material Adverse Effect or the MCFC Guaranty or any Subsidiary Guaranty is no longer enforceable for any reason and such default is not cured within ten (10) Business Days after receipt of Agent’s notice thereof;

10.13. The Master Services Agreement is terminated for any reason without the consent of the Agent and the Required Banks, which shall not be unreasonably withheld, and is not reinstated or replaced with the consent of the Agent and the Required Banks within five (5) Business Days after any such termination.

10.14. (i) The existence of any Lien, attachment, seizure or levy on the Customer Notes or (ii) following the Agent’s notice thereof to the Borrower, the existence of any Lien on the

Collateral, other than the Customer Notes, for more than ten (10) Business Days which is not adequately covered by insurance, secured by a bond or released to the satisfaction of the Required Banks.

10.15. `Any Borrower or the Guarantor shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms.

10.16. Any Borrower suffers a change in its financial condition which could reasonably be expected by the Agent to have a Material Adverse Effect on such Borrower or the Borrowers taken as a whole.

10.17. In the event the Borrowers or the Guarantor cure or cause to be cured such Event of Default within the cure periods, if any, described above, after receipt of written notice thereof, the parties will be restored to their respective rights and obligations under this Agreement as if no Event of Default had occurred, except that no right to cure will be given as to Events of Default in paragraphs 10.3, 10.6, 10.7, 10.10, 10.11, 10.14(i), 10.15 and 10.16. The Borrower’s opportunity to cure will be applicable as herein set forth, notwithstanding any contrary provisions contained in any of the other Loan Documents.

SECTION 11

ACCELERATION AND REMEDIES

11.1 Acceleration . In the event of the occurrence of any one or more Events of Default (other than an Event of Default described in Sections 10.6 or 10.7), the Agent may following any notice and/or cure period provided in Section 10 (and at the written request of the Required Banks shall) without further notice, declare the occurrence of an Event of Default and declare the entire principal amount of all Senior Debt of the Borrowers, together with interest accrued thereon, to be immediately due and payable; provided, however, that upon the occurrence of any

Event of Default described in Sections 10.6 or 10.7, the entire outstanding principal balance of and all accrued and unpaid interest on all Senior Debt and all of the other obligations of the Borrowers hereunder shall automatically become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers, and the Agent and the Banks may exercise any and all rights and remedies which they may have under any of the Loan Documents or under applicable law. Upon the occurrence of an Event of Default if no notice thereof is required to be given to the Borrowers by the Agent or upon the sending of any such notice if required (other than an Event of Default described in Sections 10.6 or 10.7), the Agent shall, subject to the procedures set forth in Section 11.2 below, (i) have the right, on behalf of all holders of Senior Debt, to immediately take possession and control of all Customer Notes, whether evidenced by a paper instrument or are electronically authenticated, by giving a notice of exclusive control pursuant to the Control Agreement to eOriginal, Inc., a Delaware corporation, or otherwise with respect to non-electronic Customer Notes and the right to cause all proceeds of such Customer Notes to be paid or transferred directly to the Cash Collateral Account at the Agent for the ratable benefit of the holders of Senior Debt, (ii) have access to and use of, all computer hardware and software and related records, instructions and manuals used by any Borrower in connection with the documenting, evidencing, listing, reporting and collecting of all Customer Notes and an irrevocable power of attorney therefor is hereby granted to the Agent and (iii) have the right to exercise all legally available collection remedies ratably for the benefit of the holders of Senior Debt against the Borrowers and all Collateral securing payment of the Senior Debt.

Upon the Agent’s giving of notice to the Borrowers, with or without the direction of the Required Banks, of the occurrence of an Event of Default or at the time the Agent first has knowledge of the occurrence of an Event of Default for which no notice is required to be given, the interest rate on all Senior Debt shall automatically be increased to a default rate equal to two

percent (2%) above the interest rate otherwise payable on such Senior Debt and such default rate shall remain in effect so long as any Event of Default has not been cured.

11.2. Collection of Customer Notes and Exercise of Other Remedies .

(i) In the event the Agent, pursuant to Section 11.1 hereof, declares all Senior Debt immediately due and payable and if the Agent exercises its right to cause all proceeds of Customer Notes to be deposited in or transferred to the Cash Collateral Account for the ratable benefit of the holders of Senior Debt, the Agent shall, except with respect to Events of Default set forth in Sections 10.3, 10.6, 10.7, 10.10, 10.11, 10.14(i), 10.15 or 10.16, for a period of thirty (30) days after the exercise of such right, release to the Borrowers on a weekly basis such amount of funds from the Cash Collateral Account (i) as the Borrowers may certify in writing to the Agent to be reasonably necessary to pay ongoing, ordinary operating expenses of the Borrowers’ business, not including payments for borrowed money, and (ii) as necessary to pay directly to the holders of Senior Debt on a weekly basis the ratable amount payable to each such holder pursuant to Section 11.2(iii) hereof, and if such Event of Default that has been declared by the Agent is not cured within such thirty (30) day period or upon the occurrence of an additional Event of Default during such thirty (30) day period, then and thereafter the Agent shall have the right (but not the obligation unless directed by the Required Banks) to enforce all of the Agent’s and the Banks’ rights and remedies under the Loan Documents at law or in equity in such manner as the Agent may determine, including, without limitation, paying any actual costs to continue utilizing the services of the Borrowers, MidCountry Bank and/or other Persons to collect the Customer Notes or otherwise deal with the disposition of all of the Collateral, making such other payments and performing such acts as may be determined by the Agent to be necessary or appropriate to perform or to cure any default and performance by the Borrowers under all agreements affecting the Collateral and

otherwise fully enforce, in its sole discretion and without limitation, all of the Banks’ rights and remedies under the Loan Documents at law or in equity with respect to all of the Collateral. If the Agent exercises any such option, all costs of collection and enforcement will be paid by the Borrowers and the Borrowers hereby authorize the Banks to increase the indebtedness owing by the Borrowers to the holders of Senior Debt by such costs and agree that the Loan Documents will evidence and secure payment of such costs whether or not the total funds advanced exceed the face amount of the Loan Documents.

During such thirty (30) day period or such lesser period if such thirty (30) day period is ended before the expiration of thirty (30) days, the Agent shall forbear from exercising any collection remedies against any Collateral other than the Customer Notes.

In the event the Event or Events of Default which were the basis for the Agent accelerating payment of the Senior Debt are cured by the Borrowers within such thirty (30) day period, the Agent shall, without waiving its right to declare future Events of Default if they occur, release to the Borrowers all proceeds of Customer Notes then on deposit in the Cash Collateral Account and the Borrowers may return to the conduct of their business as if such Events and Events of Default had not been declared with the rate of interest payable on all Senior Debt being returned prospectively to the non-default rate per annum; provided, however, all payments made to holders of Senior Debt directly by the Agent from the Cash Collateral Account shall be retained by such holders and applied first to accrued and unpaid interest and then to payment of principal on the Senior Debt held by them.

(ii) Following the occurrence and declaration of an Event of Default by the Agent under this Agreement if any Senior Debt shall be outstanding, MidCountry Bank,

for itself and its successors and assigns, if any, has agreed pursuant to the Master Services Agreement that, upon the written request of the Agent, it will:

(a) perform loan maintenance and collection services, on all Customer Notes securing Senior Debt for the Agent for a service charge equal to one hundred ten percent (110%) of MidCountry Bank’s actual cost of providing such services as the Agent may request, for the period commencing upon the date requested by the Agent and ending on the earlier of (i) when all of the Customer Notes owned by the Borrowers have been collected; (ii) collection efforts for such Customer Notes have been terminated at the direction of the Required Banks or (iii) the Agent, at the direction of the Required Banks, gives a written notice of termination to MidCountry Bank. Upon request from time to time by the Agent, but in no event not more than once in every twelve (12) month period commencing upon the date MidCountry Bank begins performing services hereunder for the Agent, MidCountry Bank pursuant to the Master Services Agreement has agreed that it will, upon the request of the Agent, provide the Agent with such information as it may reasonably request to determine the basis upon which MidCountry Bank has calculated its actual cost of providing services to the Agent hereunder.

(b) transfer possession and use of the Daybreak system, or other system or systems being used by MidCountry Bank if the Daybreak system is not then in use, and all hardware and software associated with it and all documents, instruments and records pertaining to outstanding notes securing payment of Senior Debt to the Agent or its designee at the expense of the Agent, and allow the Agent to employ or otherwise use the services of all of MidCountry Bank’s employees working in the Pioneer Military Lending Division of MidCountry

Bank and which are reasonably necessary, in the judgment of the Agent, to service and collect outstanding notes securing payment of Senior Debt to be employed by the Agent or its designee; and/or

(c) cooperate with the Agent to the extent reasonably requested in the sale or transfer of all or any part of the outstanding Customer Notes securing payment of Senior Debt to one or more third parties. For purposes of this Section 11.2(ii), the Borrowers hereby agree that any and all rights given to MidCountry Bank in Section 7(a) of the Master Services Agreement shall be given to the Agent, or its designee including MidCountry Bank, for a period extending until all Customer Notes securing payment of Senior Debt have been collected or, in the judgment of the Agent, be deemed to be uncollectible.

If MidCountry Bank performs loan maintenance and collection services at the request of the Agent pursuant to this Section 11.2(ii), MidCountry Bank has agreed that the Agent shall have the same indemnity protection which is provided the Borrowers in Section 6 of the Master Services Agreement and the fees set forth in Exhibit A attached thereto shall not apply. The foregoing provisions shall apply and not be affected by the termination of the Master Services Agreement.

If the Agent elects to proceed pursuant to this Section 11.2(ii), MidCountry Bank shall have no obligation to maintain the Daybreak system, or other system or systems being used by MidCountry Bank if the Daybreak system is not then in use, and hardware, software, documents, or instruments associated with it after such one (1) year period or such shorter period if the Agent selects a shorter period, unless otherwise agreed in writing between MidCountry Bank and the Agent. Pursuant to the Master Services Agreement MidCountry Bank has agreed to cooperate with the Agent to effect a smooth transition of such services and the Daybreak system, or other system or systems being

used by MidCountry Bank if the Daybreak system is not then in use and related items described in the immediately preceding sentence to the Agent or its designee at the end of the period described in the immediately preceding sentence.

Pursuant to the Master Services Agreement, MidCountry Bank and the Borrowers have agreed that the Agent may terminate the Master Services Agreement at any time upon written notice thereof to MidCountry Bank and the Borrowers, (i) in the event MidCountry Bank or MCFC is closed for any reason or is made the subject of a bankruptcy, conservatorship, receivership or similar proceeding or control of which is otherwise taken over by any government regulatory authority, (ii) military consumer loans will no longer be purchased by any Borrower from MidCountry Bank or (iii) ownership of MidCountry Bank is transferred to an owner which is not reasonably acceptable to the Agent and the Required Banks.

(iii) The ratable amount payable to each holder of Senior Debt from funds payable for the benefit of the Banks from the Cash Collateral Account in accordance with the provisions of Section 11.2(ii) hereof shall be calculated by multiplying the total amount payable for the benefit of all holders of Senior Debt by a fraction, the numerator of which shall equal the total outstanding amount of Senior Debt payable to such holder by the Borrowers, regardless of the stated maturity date or dates, evidenced by Revolving Grid Notes, Amortizing Notes and Single Pay Term Notes and the denominator of which shall equal the total outstanding amount of all Senior Debt payable to all such holders by the Borrowers, regardless of the stated maturity date or dates. Such amounts, in collected funds, as may be payable to each holder of Senior Debt shall be distributed to each such holder by the Agent on a weekly basis. In the event any funds so distributed or required for any reason to be repaid by the Agent, any holder receiving any funds so required to be repaid will pay to the Agent within three (3) Business Days following receipt of notice

thereof from the Agent the amount required to be repaid by the Agent and if not paid to the Agent by any such holder, such unpaid amount will bear interest until such unpaid amount is paid in full at the rate of seven percent (7%) per annum.

SECTION 12

AMENDMENT AND ADDITION OF OTHER BANKS

12.1. Amendment . Except as otherwise provided in Section 12.2 hereof no provision hereof may be amended or modified except pursuant to an agreement in writing entered into by the Borrowers and the Required Banks; provided, however, that no such amendment shall:

(i) change any terms of any Note outstanding pursuant hereto on the date of such amendment;

(ii)

change the definition of “Required Banks;”

(iii) release any Collateral for payment of Notes issued hereunder or change any provision of Section 4 hereof;

(iv) change any provision of Sections 6.15(i), (ii), (iii) and (iv) and Section 7.6 hereof; or

(v) change any provision of Section 10 or 11 hereof,

without the prior written consent of all Banks; provided further, that no such amendment shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written consent of the Agent.

12.2. Addition of Other Banks . The Borrowers shall be entitled to request that other banks or financial institutions become parties to this Agreement but shall not incur Senior Debt with any other bank or financial institution unless such bank or financial institution has become a party hereto. Any bank or financial institution may become a party hereto upon the request of the Borrowers so long as all of the following conditions are met:

(i) Such new bank or financial institution must agree to all terms and conditions of this Agreement by execution and delivery to the Borrowers of an amendment to this Agreement in the form attached hereto as Exhibit W. In the event any new bank or financial institution desires to receive an opinion of counsel as of the effective date when such new bank or financial institution is made a party hereto, the expense of such opinion must be borne by the new bank or financial institution.

(ii) The Borrowers must execute any amendment which has been executed by a new bank or other financial institution and deliver an original copy of the same and a statement of the amount of credit which such bank or financial institution has indicated it may make available to the Borrowers, to the Agent and each Bank which is already then a party to this Agreement. Unless Banks holding more than thirty-three and one third percent (33 1/3%) of the outstanding principal amount of all Senior Debt of the Borrowers, which are parties hereto object in a written notice delivered to Pioneer within ten (10) Business Days of the objecting Banks’ receipt of the proposed amendment, the proposed amendment will automatically become effective and the new bank or financial institution will become a party hereto on the eleventh (11 ^th ) Business Day following the latest date of delivery of the proposed amendment to any of the Banks already a party hereto. Within three (3) Business Days following the effective date of any proposed amendment, Pioneer agrees to send written notice of such effectiveness to the Agent and all Banks which are then parties to this Agreement.

12.3. Increase of Total Senior Debt . The aggregate maximum principal amount of Senior Debt set forth in Credit Facility Letters issued annually by all Banks pursuant to Section 2.4 hereof may not be increased by more than twenty percent (20%) annually starting from a base amount of Two Hundred Seventy-Five Million Dollars ($275,000,000) for the year current

Credit Facility letters are in effect without the prior written consent of the Agent and the Required Banks. Approval of the addition of a new bank or financial institution by the Agent and the Required Banks pursuant to Section 12.2 above shall constitute approval of an increase in the principal amount of Senior Debt set forth in the above described Credit Facility Letters by the amount of credit which such new bank or financial institution has indicated it may make available to the Borrowers and which has been disclosed to the Agent and the Banks by the Borrowers pursuant to Section 12.2(ii) hereof.

SECTION 13

GENERAL

13.1. Notices . Except as otherwise specifically set forth in this Agreement, each notice, request, demand, consent, confirmation or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized overnight courier or registered or certified mail, return receipt requested and postage prepaid, to the applicable party at its address or facsimile number set forth below, or at such other address or facsimile number as any party hereto may designate as its address for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or sent by facsimile (with answerback confirmation received), on the second (2 ^nd ) Business Day after the day on which sent, if sent by recognized overnight courier or on the fifth (5 ^th ) Business Day after the day on which mailed, if sent by registered or certified mail.

SolutionsBank

7401 West 135 ^th Street

Overland Park, KS 66223

Attention: Norm Messner

Facsimile No.: (913) 851-0005

First Bank

11901 Olive Blvd.

Creve Coeur, Missouri 63141

Attention: Brenda J. Laux

Facsimile No.: (314) 692-6371

Pioneer Financial Services, Inc.

4700 Belleview, Suite 300

Kansas City, Missouri 64112

Attention: Thomas H. Holcom, Jr.

Facsimile No.: (816) 561-9333

Southwest Bank, an M&I Bank

2301 South Kingshighway Boulevard

St. Louis, Missouri 63110-3498

Attention: Robert W. Sellers

Facsimile No.: (314) 776-2146

UMB Bank, N.A.

1010 Grand Boulevard

Kansas City, Missouri 64106

Attention: Douglas F. Page

Facsimile No.: (816) 860-7143

Commerce Bank, N.A.

1000 Walnut, 17 ^th Floor

Kansas City, Missouri 64106

Attention: David Emley

Facsimile No.: (816) 234-8648

Texas Capital Bank, N.A.

2100 McKinney Avenue, Suite 900

Dallas, Texas 75201

Attention: W. Reed Allton

Facsimile No.: (214) 932-6604

Arvest Bank

2025 N. Sonoma Park Drive

Edmond, Oklahoma 73013

Attention: Cindy Nunley

Facsimile No.: (405) 419-1770

BancFirst

101 North Broadway

Oklahoma City, Oklahoma 73126-0788

Attention: Mark Demos

Facsimile No.: (405) 218-4673

A notice given pursuant to this Section 13.1 to Pioneer shall be deemed to have been given to all Borrowers.

13.2. Opinion of Counsel . If requested by the Agent or the Required Banks, upon (i) any Change of Control at any time hereafter in the ownership of Pioneer; (ii) any material change in the ownership or structure of any other Borrower; (iii) any material change in the lending procedures set forth herein; or (iv) any material change in the collateral for the Senior Debt, the Borrowers agree to furnish to the Agent for the benefit of the Banks an opinion of counsel to the Borrowers in such form as the Agent may reasonably request.

13.3. No Waivers . No failure or delay by the Agent or any of the other Banks in exercising any right, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial modification or waiver of any provision of this Agreement or of any Note to be executed pursuant hereto or in connection herewith or a single or partial exercise of any such right, power or privilege preclude any other or further exercise of such or of any other right, power of privilege.

13.4. Right of Set-off . Each Borrower specifically agrees that upon the declaration of an occurrence of an Event of Default, and if such Event of Default is continuing, the Agent and the Banks shall be entitled to exercise any right of setoff or banker’s lien at any time with respect to all Senior Debt and other obligations of the Borrowers under this Agreement, irrespective of the stated maturity of any Note executed pursuant hereto or in connection herewith evidencing any indebtedness of the Borrowers to the Banks; provided, however, that all Banks exercising any right of setoff shall transfer all funds set off to the Agent to be distributed by the Agent ratably for the benefit of all of the Banks.

13.5. Governing Law . This Agreement and all Notes executed pursuant hereto or in connection herewith shall be deemed to be contracts made under and shall be construed in accordance with the laws of the state of Missouri.

13.6. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL . THE BORROWERS HEREBY IRREVOCABLY (i) SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY MISSOURI STATE COURT SITTING IN JACKSON COUNTY, MISSOURI OR ANY UNITED STATES OF AMERICA COURT SITTING IN THE WESTERN DISTRICT OF MISSOURI AS THE AGENT MAY ELECT, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, (ii) AGREE THAT ALL CLAIMS IN RESPECT TO SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF SUCH COURTS, (iii) WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THE BORROWERS MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, (iv) WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (v) WAIVE ALL RIGHTS OF ANY OTHER JURISDICTION WHICH THE BORROWERS MAY NOW OR HEREAFTER HAVE BY REASON OF THEIR PRESENT OR SUBSEQUENT DOMICILES. THE BORROWERS AUTHORIZE THE SERVICE OF PROCESS UPON THE BORROWERS BY REGISTERED MAIL SENT TO THE BORROWERS AT THEIR ADDRESS REFERENCED IN SECTION 13.1.

THE BORROWERS AND THE BANKS HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH THE BORROWERS OR THE BANKS ARE PARTIES RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS.

13.7. Severability . In the event any one or more of the provisions of this Agreement or any Note executed pursuant hereto or in connection herewith shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.8. Expenses . Each Borrower agrees to pay all reasonable out-of-pocket expenses, including reasonable attorneys fees, incurred by the Agent and the Banks in connection with the preparation of this Agreement and enforcement of the rights of the Agent and the Banks hereunder or any of the Notes executed pursuant hereto or in connection herewith and in connection with any amendment, extension or renewal of any thereof, or waivers thereunder.

13.9. Counterparts . This Agreement, and any amendment hereto, may be executed in two or more counterparts, each of which shall constitute an original, but when taken together, shall constitute but one agreement.

13.10. Titles and Headings . All titles and headings which are used in this Agreement are used solely for the convenience of the parties hereto and are not part of the agreement of the parties.

13.11. Conflicting Documents . In the event of any conflict between the terms of this Agreement and the terms of any Note or other document executed pursuant hereto or in connection herewith, the terms of this Agreement shall control.

13.12. Assignment . This Agreement and all provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no Borrower may assign any rights or obligations hereunder without the prior written consent of the Agent and the Required Banks; and provided further that each Borrower acknowledges and agrees that the Banks may, in their sole discretion and without notice to the Borrowers, grant one or more participation interests in any of the obligations of the Borrowers hereunder to any other lender.

13.13. Continuing Documents . All provisions of all documents executed and delivered by any Borrower to or for the benefit of the Banks pursuant or subject to the SLA, except to the extent expressly modified by this Agreement, shall remain in full force and effect and be enforceable in accordance with their respective terms and any reference in any such documents to the SLA shall be deemed to refer to this Agreement and each Borrower shall be deemed to have executed and delivered all such documents to or for the benefit of the Banks as if it had executed or reconfirmed the validity and enforceability thereof in writing and delivered all such documents as originals dated as of the date hereof pursuant to the terms of this Agreement.

13.14. STATUTORY STATEMENT, DISCLOSURE REQUIRED BY MO. REV. STAT. SECTION 432.047 . 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, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THIS SECURED SENIOR LOAN AGREEMENT. TO PROTECT YOU, THE BORROWERS, AND US, THE AGENT AND 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.

13.15. Facsimile Signatures . The exchange of copies of this Agreement and of signature pages by facsimile transmission (“facsimile”) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

13.16. U.S.A. Patriot Act Notice . The Agent and the Banks hereby notify each Borrower that pursuant to the requirements of the U.S.A. Patriot Act (Title III of Pub. L 107-56 signed into law October 26, 2001 (the “Act”)), they are required to obtain, verify, and record information that identifies each Borrower which information includes the name and address of each Borrower and other information that will allow the Agent and the Banks to identify each Borrower in accordance with the Act.

13.17. Joint and Several Obligations . The obligations of each Borrower under this Agreement and the Notes referred to herein are joint and several and absolute and unconditional.

13.18. Authority to Act . The Agent and the Banks shall be entitled to act on any notices and instructions (telephonic or written) believed by the Agent and the Banks in good faith to have been sent or delivered by any authorized person, regardless of whether such notice or instruction was in fact delivered by an authorized person, and the Borrowers hereby agree to defend and indemnify the Agent and the Banks and hold the Agent and the Banks harmless from and against any and all losses and expenses, if any, ensuing from any such action.

13.19. Resurrection of Notes . To the extent that the Banks receive any payment on account of any of the Notes, and any such payment(s) or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated and/or required to be repaid to a trustee, receiver or any other Person under any Bankruptcy act, state or Federal law, common law or equitable cause, then, to the extent of such payment(s) received, the Notes or part thereof intended to be satisfied and any and all Liens upon or pertaining to any Collateral of the Borrowers and theretofore created and/or existing in favor of the Banks as security for the payment of Notes shall be revived and continue in full force and effect, as if such payment(s) had not been received by the Banks and applied on account of the Notes.

13.20. Independence of Covenants . All of the covenants contained in this Agreement and the other Loan Documents shall be given independent effect so that if a particular action, event or condition is prohibited by any one of such covenants, the fact that it would be permitted by an exception to, or otherwise be in compliance within the provisions of, another covenant shall not avoid the occurrence of an Event of Default if such action is taken, such event occurs or such condition exists.

13.21. Contribution . Each of the Borrowers acknowledge that each of such companies is part of a consolidated group of companies and that the financial strength of each company is interdependent upon the financial strength of the consolidated group as a whole. Therefore, each Borrower acknowledges and agrees that the Senior Debt is supported by adequate consideration, regardless of the amount of funds or other benefits actually received by each Borrower under the Loans. In the event any Borrower makes any payment on the Senior Debt which exceeds the amount of funds actually received, directly or indirectly, by such Borrower thereunder, such Borrower shall be entitled to contribution and reimbursement from the other Borrowers, pro rata,

on the basis of funds actually received and shall be entitled to recover such amounts by available legal means. After (but only after) full payment of the Senior Debt and until such recovery is made, such Borrower shall be deemed subrogated to the rights and interests of the Banks hereunder. Such rights of contribution, reimbursement and subrogation shall be and remain at all times junior, subordinate, inferior and subject to the rights and interests of the Banks and shall not affect or impair in any way the joint, several, personal and unconditional obligation of each Borrower to fully pay.

13.21. Pioneer as Agent . Each of the Subsidiaries which is a party hereto hereby authorizes and directs Pioneer to act as its agent for all purposes under or in connection with this Agreement.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

PIONEER FINANCIAL SERVICES, INC.		ARVEST BANK


By:	/s/ Laura V. Stack	By:	/s/ Cindy Nunley
Name:	Laura V. Stack	Name:	Cindy Nunley
Title:	Treasurer	Title:	SVP

FIRST BANK		SOLUTIONSBANK


By:	/s/ Brenda J. Laux	By:	/s/ Norman L. Messner
Name:	Brenda J. Laux	Name:	Norman L. Messner
Title:	Executive Vice President	Title:	Executive Vice President

BANCFIRST		SOUTHWEST BANK, AN M&I BANK


By:	/s/ Mark C. Demos	By:	/s/ Robert W. Sellers
Name:	Mark C. Demos	Name:	Robert W. Sellers
Title:	Senior Vice President	Title:	Senior Vice President

UMB BANK, N.A., as a Bank and as		COMMERCE BANK, N.A.
Agent

By:	/s/ Douglas F. Page	By:	/s/ R. David Emley, Jr.
Name:	Douglas F. Page	Name:	R. David Emley, Jr.
Title:	Executive Vice President	Title:	Vice President

PIONEER SERVICES LENDING, INC.		TEXAS CAPITAL BANK, N.A.

By:	/s/ Laura V. Stack	By:	/s/ W. Reed Alton
Name:	Laura V. Stack	Name:	W. Reed Alton
Title:	Secretary and Treasurer	Title:	EVP

PIONEER MILITARY LENDING OF		PIONEER MILITARY LENDING OF
NEVADA, LLC		GEORGIA, LLC


By:	/s/ Laura V. Stack	By:	/s/ Laura V. Stack
Name:	Laura V. Stack	Name:	Laura V. Stack
Title:	Secretary and Treasurer	Title:	Secretary and Treasurer


PIONEER FUNDING, INC.		MILITARY ACCEPTANCE CORPORATION, INC.


By:	/s/ Laura V. Stack	By:	/s/ Laura V. Stack
Name:	Laura V. Stack	Name:	Laura V. Stack
Title:	Secretary and Treasurer	Title:	Secretary and Treasurer

EXHIBIT A

SECURED AMORTIZING NOTE

PIONEER FINANCIAL SERVICES, INC.

AND CERTAIN SUBSIDIARIES

SENIOR 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 10 ^th 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 10 ^th 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 (the “Lending Agreement”) among each of the undersigned, the Banks, and certain other financial institutions, will have the same meanings herein as therein.

This Note is the “Note” referred to in the “Credit Facility Letter” dated __________, _______, and is one of the Amortizing Notes referred to in the Lending Agreement, reference to which is made for a complete statement of all terms and conditions applicable to this Note which are hereby incorporated by reference.

Payment of this 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)

			By:
			Name:
			Title:
				4700 Belleview, Suite 300
				Kansas City, MO 64112
				Tax Identification No. 44-0607504

Note No. __________

PIONEER MILITARY LENDING OF NEVADA,			PIONEER MILITARY LENDING OF GEORGIA,
LLC, A Nevada Limited Liability Company			LLC, a Georgia Limited Liability Company


By:			By:
Name:			Name:
Title:			Title:


PIONEER FUNDING, INC., a Nevada			MILITARY ACCEPTANCE CORPORATION,
Corporation			INC., a Nevada Corporation

By:			By:
Name:			Name:
Title:			Title:

EXHIBIT B

NEGATIVE PLEDGE AGREEMENT

THIS NEGATIVE PLEDGE AGREEMENT is made and entered into effective as of the 12th day of June, 2009, by MidCountry Financial Corp., a Georgia corporation (“MCFC”) in favor of UMB Bank, N.A. (“UMB”), as Agent as described below.

PREAMBLE

WHEREAS, reference is made to that certain Secured Senior Lending Agreement dated effective June 12, 2009, by and among Pioneer Financial Services, Inc. and Subsidiaries (“Borrowers”), UMB Bank, N.A., Arvest Bank, Commerce Bank, N.A., First Bank, Texas Capital Bank, N.A., Southwest Bank, an M&I Bank, SolutionsBank and BancFirst (“Banks”), UMB Bank, N.A., (“Agent”) and MidCountry Bank, as the same may be amended, supplemented or modified from time to time (the “Agreement”). Capitalized terms used herein and not defined herein shall have the meanings designated in the Agreement; and

WHEREAS, pursuant to the Agreement, the Banks may, in their sole discretion, extend Loans to the Borrowers; and

WHEREAS, as an inducement to the Banks to extend Loans to the Borrowers and as a condition to the extension of any such Loans, if any, the Agreement requires that MCFC execute this Negative Pledge Agreement in favor of the Agent for the benefit of the Banks.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MCFC (and each of its successors and assigns), intending to be bound legally, hereby agrees as follows:

1. Until such time as all outstanding Senior Debt is finally and irrevocably paid and performed in full, MCFC represents and warrants that it will not pledge, sell, assign or transfer

its ownership of all or any part of the issued and outstanding capital stock of Pioneer Financial Services, Inc., a Missouri corporation (“Pioneer”), and will not otherwise or further encumber any of such capital stock beyond the currently existing negative pledge thereof in favor of BB&T.

2. Notwithstanding anything else stated in this Negative Pledge Agreement, in the event that the existing negative pledge of all of the issued and outstanding capital stock of Pioneer in favor of BB&T is terminated for any reason as opposed to being assigned or reinstituted in connection with any renewal or refinancing of BB&T or any replacement lender, MCFC hereby agrees to pledge all of such issued and outstanding capital stock of Pioneer to the Agent for the benefit of the Banks to secure payment of all Senior Debt, such pledge to be evidenced in a document reasonably acceptable to the Agent.

3. This Negative Pledge Agreement is made by MCFC to induce the Banks to execute the above-referenced Agreement and to consider making Loans, without obligation to do so, to the Borrowers under such Agreement.

This Negative Pledge Agreement shall bind the successors and assigns of the undersigned and may only be terminated by a writing duly executed by MCFC and the Agent or upon full and irrevocable payment of all Senior Debt.

IN WITNESS WHEREOF, the undersigned has executed this Negative Pledge Agreement as of the day and year first written above.


	MidCountry Financial Corp.


	By:
	Name:	Robert F. Hatcher
	Title:	President and Chief Executive Officer

	201 Second Street, Suite 250 Macon, Georgia 31201 (478) 746-8222

EXHIBIT C

PIONEER FINANCIAL SERVICES, INC.

a Missouri corporation

4700 Belleview, Suite 300, Kansas City, Missouri 64112

Compliance Certificate for Secured Senior Lending Agreement

Dated as of June 12, 2009

Calculation Date: ______________________

			ACTUAL	PERMITTED
(1)	Senior Debt/Tangible Net Worth				4.0 to 1
(2)	Senior Debt/Consolidated Net Receivable Ratio				80.00%
(3)	Loans or advances to stockholders, officers or employees	$		$	50,000
(4)	Other Debt Over $250,000	$		$	250,000

	CAPITAL/RESERVE CALCULATIONS
				REQUIRED
(1)	Book value of common stock less intangible assets and	$