8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 17, 2014

Pioneer Financial Services, Inc.

(Exact name of registrant as specified in its charter)

Missouri	333-103293	44-0607504
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

4700 Belleview Avenue, Suite 300, Kansas City, Missouri	64112
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (816) 756-2020

Not Applicable

(Former name, former address and former fiscal year, if

changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreements.

On November 17, 2014, Pioneer Financial Services, Inc. (the “Company”) entered into the thirty-ninth amendment (the “Amendment”) to the Secured Senior Lending Agreement (“SSLA”) with the lenders listed on the SSLA and UMB Bank, N.A. (the “Agent”). The Amendment includes the addition of newly defined terms and their definitions to the SSLA, acknowledgment by the lenders of the voluntary remediation plan to proactively address regulatory matters identified by the Office of the Comptroller of the Currency (“OCC”) and waivers for Events of Default. The Amendment: (1) is deemed to constitute adequate and timely notice to the Agent and the lenders of the voluntary remediation plan, events and occurrences described in the Amendment as required by Section 6.11 of the SSLA; (2) waives the right to declare an Event of Default as the result of the breach of (i) Section 6.16 of the SSLA, which relates to the Company’s operation of their businesses in a prudent, efficient and profitable manner consistent with past practices, as a result of the events described in the Amendment, (ii) Section 7.6 of the SSLA for the 12-month period ending September 30, 2014, which relates to the requirement that the Company not have a negative consolidated net income for any fiscal year end, (iii) Section 10.10 of the SSLA, as a result of the Change of Control caused by Joe Freeman's resignation as President and Chief Executive Officer of the Company, and (iv) Section 10.16 of the SSLA, which relates to the Company’s suffering a "Material Adverse Effect" (defined as $500,000 or more), as a result of the Company’s failure to have positive net income for the fiscal year ending September 30, 2014.

On November 17, 2014, the Company and the listed affiliated entities entered into the fourth amended and restated Non-Recourse Loan Sale and Master Services Agreement (the “LSMS Agreement”) with MidCountry Bank (“MCB”) and the Agent. Effective on October 1, 2014, the Company will pay fees for services under the LSMS Agreement that include: (1) a loan origination fee of $26.00 for each loan (not including retail installment contracts) originated by MCB and sold to the Company; (2) an annual base fee of $500,000 paid in equal monthly installments; (3) a monthly serving fee of 0.496% (5.95% annually) of the outstanding principal balance of loans serviced as of the last day of the prior month end; (4) a monthly special services fee at a rate of 125% of the cost for such services rendered in specific areas not included in the LSMS Agreement; and (5) a one-time implementation fee of $1,650,000 to be paid to MCB for the costs to implement the new consumer lending system and its related system and infrastructure. The implementation fee is to be paid over five monthly installments.

The foregoing summary of the Amendment, LSMS Agreement and the exhibits thereto is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Pursuant to the rules and regulations of the SEC, the Company has filed the Amendment and the exhibits thereto as exhibits to this current report on Form 8-K. The Amendment contains a reaffirmation of representations, warranties and covenants by the parties and other factual information about the Company, MCB or MidCountry Financial Corp. or their respective businesses or operations. The reaffirmations of these representations, warranties covenants and other factual statements: (i) have been made solely for the benefit of the other party or parties to such agreements; (ii) were made only as of the date of such agreements or such other date(s) as expressly set forth in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure; (iii) may have been subject to qualifications with respect to materiality, knowledge and other matters, which qualifications modify, qualify and create exceptions to the representations, warranties and covenants in the agreements; (iv) may be qualified by disclosures made to such other party or parties in connection with signing such agreements, which disclosures contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants in such agreements; (v) have been made to reflect the allocation of risk among the parties to such agreements rather than establishing matters as facts; and (vi) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations, warranties, covenants and statements of fact should not be relied upon by investors as they may not describe our actual state of affairs as of November 17, 2014 or as of the date of filing this current report on Form 8-K.

Exhibit No.	Description of Exhibit
10.1	Amendment No. 39 dated November 17, 2014 to Secured Senior Lending Agreement dated as of June 12, 2009, among Pioneer Financial Services, Inc., the listed lenders and UMB Bank, N.A.
10.2	Fourth Amended and Restated Non-Recourse Loan Sale and Master Services Agreement, dated November 17, 2014, among Pioneer Financial Services, Inc. and its listed affiliates, MidCountry Bank, through its Consumer Banking Division, and UMB Bank, N.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Name	Title	Date
/s/ Timothy L. Stanley	Chief Executive Officer, Vice Chairman of the	November 21, 2014
Timothy L. Stanley	Board (Principal Executive Officer)

EX-10.1

THIRTY NINTH AMENDMENT

TO

SECURED SENIOR LENDING AGREEMENT

BY AND BETWEEN

PIONEER FINANCIAL SERVICES, INC., PSLF, INC.,

PIONEER SERVICES SALES FINANCE, INC., AND

PIONEER FUNDING, INC. And SUBSIDIARIES

(COLLECTIVELY, THE “BORROWERS”)

and

UMB Bank, N.A., ARVEST BANK, COMMERCE BANK, N.A., FIRST BANK, TEXAS CAPITAL BANK, N.A., BMO HARRIS BANK N.A., FIRST CITIZENS BANK, BANCFIRST, CITIZENS BANK & TRUST, ENTERPRISE BANK AND

TRUST, STIFEL BANK & TRUST, SUNFLOWER BANK, N.A., BANK OF

BLUE VALLEY, ONB BANK AND TRUST COMPANY, THE PRIVATE BANK AND TRUST COMPANY, BANK MIDWEST, A DIVISION OF NBH BANK, N.A., WILLIAM D. SULLIVAN FAMILY INVESTMENT GROUP, LLC.

(COLLECTIVELY, THE “VOTING BANKS”)

and

Parkside Financial Bank & Trust, CrossFirst Bank, Page County State Bank, CrossFirst Bank Leawood, Peoples Community

State Bank, First State Bank & Trust Co. of Larned, United

Bank of Kansas, Macon Atlanta State Bank, Peoples

Community Bank, Blue Ridge Bank and Trust Co., First

Community Bank, Guaranty BaNk, ONB Bank and

Trust Company, Alterra Bank, First Federal

Savings Bank of Creston FSB, Hawthorn Bank

and Lyon County State Bank

(COLLECTIVELY, THE “Non-Voting Banks”)

and

UMB Bank, N.A. (“Agent”)

DATED AS OF November 17th, 2014

THIRTY NINTH AMENDMENT TO SECURED SENIOR LENDING AGREEMENT

This Thirty Ninth Amendment to Secured Senior Lending Agreement (this “Amendment”) is made and is effective as of this 17th day of November, 2014 (the “Effective Date”) by and between the following parties (individually a "Party" and collectively, the "Parties"):

1.Pioneer Financial Services, Inc., a Missouri corporation (hereinafter referred to as (“Pioneer”), PSLF, INC., a Missouri corporation (“PSLF”), Pioneer Services Sales Finance, Inc., a Nevada corporation (“Sales Finance”) and Pioneer Funding, Inc., a Nevada corporation (“Funding”) (All of Pioneer, PSLF, Sales Finance and Funding, each being referred to individually as a “Borrower” and collectively as the “Borrowers”).

2.UMB Bank, N.A., a national banking association (“UMB”), Arvest Bank, an Oklahoma banking corporation (“Arvest”), Commerce Bank, N.A., a national banking association (“Commerce”), First Bank, a Missouri banking corporation (“FBM”), Texas Capital Bank, N.A., a national banking association (“Texas”), BMO Harris Bank N.A. (“BMO Harris”), First Citizens Bank, a Kentucky banking corporation (“First Citizens”) BancFirst, an Oklahoma banking corporation (“BF”), Citizens Bank & Trust, a Missouri corporation (“Citizens”), Enterprise Bank and Trust, a Missouri Charter Trust Company (“Enterprise”), and Stifel Bank & Trust, a Missouri banking corporation (“Stifel”), Sunflower Bank, N.A., a national banking association (“Sunflower”), Bank of Blue Valley, a Kansas banking corporation (“Blue Valley”), ONB Bank and Trust Company ("ONB"), The Private Bank and Trust Company, an Illinois banking corporation, (“Private”) Bank Midwest, A Division of NBH Bank, N.A., (“Midwest”) and William D. Sullivan Family Investment Group, LLC., a Nevada limited liability company (“Sullivan Investment”), (all of UMB, Arvest, Commerce, FBM, Texas, Southwest, First Citizens, BF, Citizens, Enterprise, Stifel, Blue Valley, ONB Midwest, Private and Sullivan Investment each being hereinafter referred to individually as a “Voting Bank” and collectively as the “Voting Banks”);

3.Parkside Financial Bank & Trust, a Missouri corporation (“Parkside”), CrossFirst Bank, a national banking association (“CrossFirst”), Page County State Bank, a Missouri banking corporation (“Page”), CrossFirst Bank Leawood, a Kansas banking corporation (“CrossFirst-Leawood”), Peoples Community State Bank, a Missouri banking corporation (“Peoples Community”), First State Bank & Trust Co. of Larned, a Kansas banking corporation (“First State-Larned”), United Bank of Kansas, a Kansas banking corporation (“United”), Macon Atlanta State Bank, a Missouri banking corporation (“Macon”), Peoples Bank, a Missouri banking corporation (“Peoples Community”), Blue Ridge Bank and Trust Co., a Missouri banking corporation (“Blue Ridge”), First Community Bank, a Missouri banking corporation (“First Community”), Guaranty Bank, a Missouri banking corporation (“Guaranty”), ONB Bank and Trust Company, an Oklahoma corporation (“ONB”), Alterra Bank, a Kansas banking corporation (“Alterra”), First Federal Savings Bank of Creston FSB, an Iowa corporation (“Creston”), Hawthorn Bank, a Missouri banking corporation (“Hawthorn”), and Lyon County State Bank, a Kansas banking corporation (“Lyon”) (all of Parkside, CrossFirst, Page, CrossFirst-Leawood, Peoples-Community, First State-Larned, United, Macon, Peoples Community, Blue Ridge, First Community, Guaranty, ONB, Alterra, Creston, Hawthorn, and Lyon, each being hereinafter referred to individually as a “Non-Voting Bank” and collectively as the “Non-Voting Banks”); and

4.UMB is hereinafter also sometimes referred to as “Agent” when it acts in its capacity as Agent for the Banks.

5.WHEREAS, Pioneer, Agent and certain of the Voting Banks entered into a Secured Senior Lending Agreement among themselves originally dated as of June 12, 2009, which has subsequently been amended by various amendments numbered 1 through 38 which modified certain of the terms and added

additional Voting Banks and Non-Voting Banks (collectively, “Banks”) (hereinafter referred to, as previously amended, as the “Agreement”); and

WHEREAS, on June 30, 2013 an escrow account ("Escrow Account") was established with UMB Bank's Trust Department ("UMB Trust") pursuant to an Escrow Agreement between Pioneer, MCFC and UMB Trust as Escrow Agent (the "Escrow Agreement"), and into such Escrow Account, Pioneer transferred $20,000,000, which constituted a one time special dividend (the "Special Dividend") declared and paid by Pioneer to MCFC as had been approved by the Agent Bank and the Required Banks pursuant to the terms of that certain Thirty Sixth Amendment to the Secured Senior Lending Agreement dated June 26, 2013 (the "Thirty Sixth Amendment); and

WHEREAS, Pioneer and its subsidiaries (the "Pioneer Entities") along with Pioneer's parent company, MidCountry Financial Corp's ("MCFC"), other direct and / or indirect subsidiaries, MidCountry Bank, FSB ("MCB") and Heights Finance Funding Co. ("Heights" and together with Pioneer, the other Borrowers, MCFC and MCB, sometimes collectively referred to herein as the "MCFC Enterprise Entities") have developed and established certain voluntary remediation plans (individually, a "Remediation Plan" and collectively, the "Remediation Plans"), in order to proactively address issues identified by the Office of the Comptroller of the Currency ("OCC" or "Regulator"), with respect to certain loans and related products that were originated by MCB to certain individuals ("Customers") with such loans later being sold to certain Pioneer Entities and Heights; and

WHEREAS, Pioneer's Remediation Plan (the "Pioneer Remediation Plan") includes the Pioneer Entities who purchased loans made or products originally sold to Customers by the Consumer Banking Division ("CBD") of MCB (collectively, the "Customer Loans"); and

WHEREAS, the Parties desire to amend those areas of the Agreement to confirm their understanding and to update the Agreement as otherwise provided herein; and

WHEREAS, the Borrowers hereby confirm that all notes, documents evidencing or confirming the grant of liens and security interests and all other related documents executed pursuant to the Agreement, except as otherwise expressly amended by this Amendment, remain in full force and effect; and

WHEREAS, the Agreement may be amended in the manner described in this Amendment upon the approval of the Voting Banks and without the approval of the Non-Voting Banks; and

WHEREAS, the Borrowers, Agent and the Banks desire that all existing and future extensions of credit by any of the Banks to the Borrowers be subject to the terms and conditions of the Agreement as amended by this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements of the parties hereto and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1

AMENDMENTS TO THE AGREEMENT

1.The following defined terms are hereby added to Section 1 of the Agreement, as amended to date, entitled, "Definitions":

"Administrator" means the independent third party administrator(s) of the Remediation Plans or their successor(s).

"CBD" means the Consumer Banking Division of MidCountry Bank.

"CID" means a Civil Investigative Demand.

"CFPB" means the Consumer Financial Protection Bureau.

"Escrowed Funds" means all funds on deposit with the Escrow Agent pursuant to the terms of the Escrow Agreement, as amended, including the original deposit representing the Special Dividend, and any other dividends or funds subsequently deposited therein and any interest or earnings thereon.

"MCB" means MidCountry Bank, FSB, including the Consumer Banking Division ("CBD") thereof.

"MCFC Enterprise Entities" means and includes MCFC, MCB, Heights Finance Funding Co., and the Pioneer Entities.

"OCC" means the Office of the Comptroller of the Currency.

"Pioneer Entities" means Pioneer and all of its subsidiaries.

"Pioneer Remediation Plan" means the Remediation Plan approved by the board of directors of Pioneer covering all of applicable the Pioneer Entities.

"Regulator" means the OCC and any other federal regulatory agency that regulates the Pioneer Entities or any of the MCFC Enterprise Entities.

"Remediation Plans" means the voluntary Remediation Plans created and approved by the governing boards of the participating MCFC Enterprise Entities.

"Remediation Documents" means and includes any and all documents executed to create, authorize, operate or administer any one or more of the Remediation Plans.

2.The current definition of "Change of Control" as contained in Section 1 of the Agreement entitled "Definitions" shall be deleted in its entirety and replaced with the following:

"Change of Control" shall mean any date after which either of the following is true: (i) MCFC does not own, directly or indirectly, all of the issued and outstanding capital stock of Pioneer, or (ii) Pioneer does not own, directly or indirectly, all of the outstanding equity interests of the Subsidiaries owned as of the Effective Date."

SECTION 2

ACKNOWLEDGEMENTS, CONSENTS, WAIVERS AND APPROVALS

Notwithstanding the provisions of the Agreement as amended to date, each of the Parties hereto, including the Borrowers, MCFC, Agent and each of the undersigned Banks, by its signature on this Amendment hereby:

1.Agrees that this Amendment shall be deemed to constitute adequate and timely notice to the Agent and the Banks of the transactions, events and occurrences described in this Amendment as required by Section 6.11 of the Agreement.

2.Agrees to, and does hereby, waive the right to declare an Event of Default as the result of the breach of (i) Section 6.16 of the Agreement which relates to the Borrowers' operation of their businesses in a prudent, efficient and profitable manner consistent with past practices, as a result of the events described in this Amendment, (ii) Section 7.6 of the Agreement for the twelve month period ending September 30, 2014, which relates to the requirement that Borrower not have a negative consolidated net income for any fiscal year as tested on September 30 of each year for the twelve (12) month period then ended; (iii) Section 10.10 of the Agreement, as a result of the Change of Control caused by Joe Freeman's resignation as President and Chief Executive Officer of Pioneer Financial Services, Inc.; and (iv) Section 10.16 of the Agreement, which relates to the Borrowers suffering a "Material Adverse Effect" (defined as $500,000 or more), as a result of the Borrowers' failure to have positive net income for the fiscal year ending September 30, 2014. Agent and Banks are not waiving any other Events of Default and any additional violation of Sections 6.16, 7.6, 10.10 and 10.16 of the Agreement will constitute separate Events of Default under the Agreement.

3.Acknowledges and agrees that (i) UMB is acting both as a lending Bank and as Agent and that in such capacities, it acts through its commercial lending department ("CLD"), in connection with the Agreement, (ii) UMB Trust (not the CLD) acts solely in its capacity as Escrow Agent under the Escrow Agreement, (iii) UMB CLD is a signatory to the Agreement, but is not a signatory to the Escrow Agreement, (iv) UMB Trust is a signatory to the Escrow Agreement, but it is not a signatory to the Agreement; and (v) neither UMB CLD nor UMB Trust shall have any rights in, responsibilities for, or obligations under any document to which they are not signatories.

4.Each Borrower and MCFC hereby acknowledges and agrees to the modification to any of the Loan Documents to which it is a signatory, and each hereby ratifies and confirms to Agent and Banks as of the date hereof that all of the terms, representations, warranties, covenants, indemnifications and provisions of the Loan Documents are and shall remain in full force and effect, and are true and correct with respect to Borrowers and MCFC, as applicable, thereunder, without change except as otherwise expressly and specifically disclosed in or modified herein.

5.The Parties hereto agree that this Amendment shall be construed and enforced in accordance with the laws of the State of Missouri and shall amend and modify the Agreement and shall be deemed a Loan Document.

6.Each Borrower and MCFC hereby represents, warrants and covenants that (i) there are no offsets, counterclaims or defenses which may be asserted with respect to the Agreement or Loan Documents, nor are there any bases whatsoever for any such offsets, counterclaims or defenses, (ii) the waivers contemplated hereby are only given in relation to and in connection with the matters specified herein and shall not apply to any future request for other waivers to any of the Loan Documents and (iii) this Amendment does not and will not obligate Agent or Banks to give any similar or other waivers in the future.

7.In consideration of the acknowledgement, consents, waivers and approvals provided herein by the Agent and Banks or which are to be provided by the Agent and Banks in the future with respect to those matters described in this Amendment, Pioneer shall pay a one-time Amendment fee equal to $250,000 to the Agent, for distribution to those Banks which execute this Amendment, to be allocated pro rata based on the relative current outstanding loan commitments made by each Bank as evidenced by active credit facility letters compared to all credit facility letter commitments from the Banks outstanding to Pioneer.

SECTION 3

ACKNOWLEDGEMENT AND REAFFIRMATION OF REMAINDER OF AGREEMENT

Each of the Parties also acknowledges and agrees as follows:

1.In order for this Amendment to be effective, it will require the vote of the "Required Banks" as such term is defined in the Agreement to mean, namely, "those Voting Banks which, at the time of the 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".

2.This Amendment relates only to those matters stipulated herein and the covenants contained in the Agreement shall remain in force and effect except as to those matters modified and amended herein. The undersigned Agent and Banks are not, by this Amendment, intending to waive any other breaches, defaults or Events of Default or to consent to any other actions to be taken by Pioneer and the other Borrowers, now or in the future, unless such approval or consent is separately evidenced by a separate waiver, consent or Amendment to the Agreement, executed by the Required Banks.

3.All provisions of the Agreement except for those sections specifically modified or added by this Amendment as described herein shall remain unchanged and in full force and effect. Defined Terms used herein but not defined herein shall have the meanings given to them in the Agreement. The terms of this Amendment are hereby approved by all of the Parties hereto.

4.This Amendment may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Amendment.

IN WITNESS WHEREOF, the Parties hereto have executed this Thirty Ninth Amendment to the Secured Senior Lending Agreement as of the day and year first above written.

PIONEER FINANCIAL SERVICES, INC	PSLF, Inc.
By: ____________________________	By: ____________________________
Name: Laura V. Stack	Name: Laura V. Stack
Title: Treasurer	Title: Treasurer
PIONEER FUNDING, INC.	PIONEER SERVICES SALES FINANCE, INC.
By: ____________________________	By: ____________________________
Name: Laura V. Stack	Name: Laura V. Stack
Title: Secretary and Treasurer	Title: Secretary and Treasurer
MIDCOUNTRY FINANCIAL CORP.
By: ____________________________
Name: Timothy Stanley
Title: Chief Operating Officer

(Voting Bank signatures appear on this page and the following page)

IN WITNESS WHEREOF, the parties hereto have executed this Thirty Ninth

Amendment to the Secured Senior Lending Agreement as of the day and year first above written.

FIRST BANK	ARVEST BANK
By: ____________________________	By: ____________________________
Name: Stephan Sainz	Name: Cindy Nunley
Title: Executive Vice President	Title: Senior Vice President
BANCFIRST	FIRST CITIZENS BANK
By: ____________________________	By: ____________________________
Name: Mark C. Demos	Name: Scott T. Conway
Title: Senior Vice President	Title: Chief Executive Officer

UMB BANK, N.A., as a Bank and as Agent	ONB Bank and Trust Company
By: ____________________________	By: ____________________________
Name: Douglas F. Page	Name: Matt Adams
Title: Executive Vice-President	Title: Senior Vice President
	Commercial Loan Officer
CITIZENS BANK & TRUST	COMMERCE BANK, N.A.
By: ____________________________	By: ____________________________
Name: Kelley Wilcox	Name: Aaron Siders
Title: Senior Vice President	Title: Senior Vice President
Commercial Banking

IN WITNESS WHEREOF, the parties hereto have executed this Thirty Ninth Amendment to

the Secured Senior Lending Agreement as of the day and year first above written.

TEXAS CAPITAL BANK, N.A.	ENTERPRISE BANK AND TRUST
By: ____________________	By: ____________________
Name: Reed Allton	Name: Linda Hanson
Title: Executive Vice President	Title: Regional President, Kansas City
BANK OF BLUE VALLEY	STIFEL BANK & TRUST
By: ____________________	By: ____________________
Name: Kevin Klamm	Name: John Haffenreffer
Title: Commercial Loan Officer	Title: President

SUNFLOWER BANK, N.A.	BMO HARRIS, N.A.
By:______________________	By: _____________________
Name: Glynn Sheridan	Name: David B. Warning
Title: President	Title: Executive Vice President
BANK MIDWEST, A DIVISION	THE PRIVATE BANK
By:______________________	By:______________________
Name: Thomas J. Rohling	Name: Zach Strube
Title: Senior Vice President	Title: Associate Managing Director

EX-10.2

MASTER SERVICES AGREEMENT

MIDCOUNTRY BANK, PIONEER MILITARY LENDING DIVISION

FOURTH AMENDED AND RESTATED

NON-RECOURSE LOAN SALE AND MASTER SERVICES AGREEMENT

This Fourth Amended and Restated Loan Sale and Master Services Agreement (the “Agreement”) is made between MidCountry Bank, through its Pioneer Military Lending Division (“MidCountry Bank”), Pioneer Funding, Inc. (“Funding”) and the other affiliated entities which are signatories hereto (Funding and such other entities being collectively referred to as “Pioneer”) and UMB Bank, N.A. (“Agent”) is made effective as of November 17, 2014 (the “Effective Date”).

1.Overview

Agent is a party to that certain Secured Senior Lending Agreement dated as of June 12, 2009, as amended (the “Lending Agreement”), between Pioneer, Agent, and certain other lenders pursuant to which Agent and the other lenders have agreed to provide financing to Pioneer to finance acquisition of consumer loans made to military personnel. This Agreement is an Exhibit to the Lending Agreement and is executed in connection therewith and it states the terms and conditions by which MidCountry Bank, WITHOUT RECOURSE to MidCountry Bank, will sell such consumer loans, to Funding and provide various services to Pioneer, including consumer loan servicing and retail installment contract servicing (collectively, the “Services”). This Agreement is intended to cover any and all Services requested by Pioneer and provided by MidCountry Bank during the term of this Agreement. Defined terms used herein, but not otherwise defined herein shall have the meanings given to them in the Lending Agreement.

2.Term of Agreement; Termination

(a)The term of this Agreement will begin on the Effective Date and, unless terminated as provided herein, will expire five years later; provided, however, on each anniversary of the Effective Date, the term hereof shall be extended automatically for an additional one-year period.

(b)Any party may terminate this Agreement upon not less than one hundred eighty (180) days advance written notice to the other parties. Any termination of this Agreement will not affect the obligation to pay for Services actually provided during the remainder of the term.

(c)MidCountry Bank may also terminate this Agreement or suspend service upon thirty (30) days notice to Pioneer and to Agent, or its successor as Agent under the Lending Agreement in the event of (i) a payment default by Pioneer, or (ii) Pioneer’s breach or failure to materially comply with any other obligation of Pioneer under this Agreement and such breach or failure is not cured within thirty (30) days after receipt of written notice of the same.

(d)Pioneer may also terminate this Agreement if MidCountry Bank breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of same to the other parties hereto.

(e)Notwithstanding anything stated in this Agreement to the contrary, the Agent may also terminate this Agreement at any time upon written notice thereof to MidCountry Bank and Pioneer, (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 Pioneer 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.

3.Sale of Loans

MidCountry Bank will, WITHOUT RECOURSE to MidCountry Bank, originate for sale, to Funding military consumer loans (the “Loans”) made by MidCountry Bank in the ordinary course of business as

previously conducted by Pioneer, and in accordance with (i) MidCountry Bank’s credit policy, and (ii) the continuing lending guidelines of Pioneer, as both may be amended from time to time. Funding will have the exclusive right to purchase, WITHOUT RECOURSE to MidCountry Bank, all of such Loans offered for sale by MidCountry Bank, and payment for such Loans shall be settled on a daily basis or on such other periodic basis as the parties may from time to time determine. All Loan sales will be in compliance with Regulation W and upon fair and reasonable terms no less favorable to Pioneer than would be obtained in a comparable arm’s-length transaction with a third party that is not an affiliate of MidCountry Bank. MidCountry Bank may also originate for its own account loans which are not deemed to be military consumer loans made in the ordinary course of business as previously conducted by Pioneer.

4.Delivery of Services

During the term of this Agreement, MidCountry Bank shall provide to Pioneer or Agent all of the Services, as more fully described in Exhibit A attached hereto and made a part hereof. Pioneer agrees to accept and pay for the Services and for any additional Services which may be requested by Pioneer or Agent and provided pursuant to amendments to this Agreement.

5.Fees and Payment

Pioneer will pay all fees due pursuant to Exhibit A as provided therein. Other Services may be billed on a monthly or other periodic basis. Any payment not received by MidCountry Bank within five (5) business days of its due date will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. Pioneer will be responsible for and will pay all taxes and similar fees now in force or enacted in the future imposed on the delivery of Services.

6.Duties of MidCountry Bank

MidCountry Bank will provide all of the Services in accordance with all applicable laws and regulations and such standards of service as generally prevail in the financial services industry. MidCountry Bank shall indemnify Pioneer and Agent and hold Pioneer and Agent harmless from and against any and all

liability, damages, and costs, including reasonable attorney fees, resulting from MidCountry Bank’s failure to comply with the provisions of this Agreement.

7.Other Benefits to Certain Parties

In further consideration of the mutual benefits to MidCountry Bank and Pioneer under this Agreement:

(a)Pioneer hereby grants MidCountry Bank for the period ending upon termination of this Agreement, unless otherwise extended as provided herein, (i) the non-exclusive rights to use the intellectual properties, including trade names and service marks, of Pioneer, and (ii) the right to use the Daybreak and/or FIS System or such other system or systems as may be in use by MidCountry Bank from time to time and all hardware and software associated with it. Notwithstanding the foregoing, Pioneer shall retain all ownership rights.

(b)During the term hereof, Pioneer hereby grants to MidCountry Bank the right to market additional products and services to Pioneer’s borrowers. Pioneer shall retain all other borrower relationship rights.

8.Rights of Agent under Lending Agreement Upon Termination

Following the occurrence of an Event of Default under the Lending Agreement which is not cured within the applicable cure period, if any, following notice as provided in the Lending Agreement, should any Senior Debt then be outstanding, MidCountry Bank agrees for itself and its successors and assigns, that upon the written request of the Agent, MidCountry Bank, will to the extent not in violation of applicable law or regulations, perform the following services:

(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 Pioneer 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 and Pioneer. 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 under the Lending Agreement for the Agent, MidCountry Bank shall, 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 under the Lending Agreement.

(b)transfer possession and use of the Daybreak and/or FIS System, or other system or systems being used by MidCountry Bank if the Daybreak and/or FIS 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 Section 11.2(ii) of the Lending Agreement, Pioneer hereby agrees that any and all rights given to MidCountry Bank in Section 7(a) of this 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 Section 11.2(ii) of the Lending Agreement, MidCountry Bank hereby agrees that the Agent shall have the same indemnity protection which is provided to Pioneer in Section 6 of this Agreement and the fees

set forth in Exhibit A attached hereto shall not apply. The foregoing provisions shall apply and not be affected by the termination of this Agreement.

If the Agent elects to proceed pursuant to Section 11.2(ii) of the Lending Agreement, MidCountry Bank shall have no obligation to maintain the Daybreak and/or FIS System, or other system or systems being used by MidCountry Bank if the Daybreak and/or FIS 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. MidCountry Bank agrees to cooperate with the Agent to effect a smooth transition of such services and the Daybreak and/or FIS System, or other system or systems being used by MidCountry Bank if the Daybreak and/or FIS 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.

9.Amendments

This Agreement may not be amended except in writing with the written consent of MidCountry Bank, Pioneer and Agent or its successor as Agent under the Lending Agreement and the Required Banks.

10.Miscellaneous

MidCountry Bank shall not be deemed to be in default of any provision of this Agreement or be liable for any delay, failure of performance or interruption of the provision of Services to Pioneer or Agent resulting solely from any event of force majeure. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Nevada and applicable federal laws and regulations. Exclusive venue for all disputes arising out of or relating to this Agreement shall be the state and federal courts in Nevada and each party irrevocably consents to such personal jurisdictions and waives all objections thereto. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. No party may sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior

written consent of the other parties, and any attempted assignment or delegation without such consent will be void; provided, however, if MidCountry Bank is performing Services for the Agent pursuant to Section 8 hereof, the Agent, upon prior notice to MidCountry Bank and Pioneer, may assign all of its rights hereunder to any person or entity at the direction of the Required Banks (as such term is defined in the Lending Agreement) and upon any such assignment the assignee will be entitled to all of the rights previously provided to the Agent hereunder. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally to the last known address of each party hereto, sent by facsimile to the last known address of each party hereto upon confirmation, sent and received by return receipt e-mail to the last known address of each party hereto, or upon receipt of delivery to the last known address of each party hereto of overnight mail. MidCountry Bank, Pioneer and Agent are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between MidCountry Bank, Pioneer or Agent. None of MidCountry Bank, Pioneer or Agent will have any power to bind the other or incur obligations on another’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. Except as expressly provided in this Agreement, this Agreement may be changed only by a written document signed by authorized representatives of MidCountry Bank, Pioneer and Agent.

This Agreement amends and restates in its entirety those certain Loan Sale and Master Services Agreements dated June 1, 2007, June 12, 2009, July 19, 2011 and June 21, 2013, as previously amended.

MIDCOUNTRY BANK, BY AND THROUGH	UMB BANK, N.A., AS AGENT
ITS PIONEER MILITARY LENDING
DIVISION
By: ____________________________	By: ____________________________
Name: Steve Meads	Name:
Title: President and Chief Executive Officer	Title:
PIONEER FINANCIAL SERVICES, INC	PSLF, Inc.
By: ____________________________	By: ____________________________
Name: Laura V. Stack	Name: Laura V. Stack
Title: Treasurer	Title: Treasurer
PIONEER FUNDING, INC.	PIONEER SERVICES SALES FINANCE, INC.
	FINANCE, INC.
By: ____________________________	By: ____________________________
Name: Laura V. Stack	Name: Laura V. Stack
Title: Secretary and Treasurer	Title: Secretary and Treasurer

EXHIBIT A

Fees for Services

For the period after October 1, 2014

1.Loan Origination Reimbursement Fee

A fee of $26.00 for each loan (not including retail installment contracts) originated by the Bank and purchased by Funding. The fee is intended to fairly reimburse the Bank for the costs associated with its loan origination expenses and it will be paid at the time of loan purchase. This fee may be adjusted annually on the basis of the annual increase or decrease in the Bank’s ASU 310-20 Receivables-NonRefundable Fees and Other Costs (formerly FAS 91) cost analysis.

2.Annual Base Fee

An annual fee of $500,000 will be paid to the Bank in twelve (12) equal monthly installments each due on or before the 5^th business day of each month of the year. This fee is intended to fairly reimburse the Bank for the servicing costs associated with maintaining its customers’ relationships. This fee may be adjusted annually on the basis of the annual increase or decrease in the Consumer Price Index.

2.Servicing Fee

A servicing fee in an amount equal to 5.95% of the outstanding principal balance of the Customers’ Loans serviced as of the last day of each month. The fee will be paid on or before the 5^th business day of the following month. The Bank will retain a portion of ancillary product revenue in accordance with its Affiliate Fee Sharing Agreement dated September 29, 2014, and will also retain all late charges and NSF fees collected on accounts serviced. The servicing fee may also be adjusted annually on the basis of the annual increase or decrease in the Consumer Price Index.

3.Special Services Fee

A monthly fee shall be paid to the Bank for services rendered in specific areas that are not included in the Loan Sale and Master Services Agreement at a rate of 125% of cost based on the cost of such services as determined in the prior year fiscal year end unless the cost of such services have materially changed since the prior fiscal year end. Examples of these costs may include but are not limited to Loan Production Office Management, special collections strategies, special marketing campaigns.

4.Implementation Fee

A one-time implementation fee of $1,650,000 will be paid to the Bank for the costs to implement the FIS system and its related system and infrastructure. This fee is to be paid to the Bank in five (5) monthly installments beginning in October 2014 and ending in February, 2015, which is the estimated go-live date.