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 consi
