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)

February 26, 2010

 

 

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   814-00188   04-3291176

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

437 Madison Avenue, 38 th Floor, New York, New York   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 328-2100

Not Applicable

(Former name or former address, 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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


ITEM 8.01 OTHER EVENTS.

On March 26, 2009, Medallion Financial Corp. (the “Company”) formed a new wholly-owned New York limited liability company subsidiary, Medallion Funding LLC. On February 26, 1010, Medallion Funding Corp., a wholly-owned subsidiary of the Company, merged into Medallion Funding LLC (the “Merger”) and following the Merger, Medallion Funding LLC was the surviving entity and the successor-in-interest to Medallion Funding Corp.’s business. There is no business or operational change resulting from this corporate restructuring. For federal and state tax purposes, Medallion Funding LLC will be treated as a disregarded entity. Medallion Funding LLC will not independently file any tax return, but will be subsumed in the tax return of the Company. Medallion Funding LLC will maintain its status as a Small Business Investment Company and a regulated investment company.

In connection with the Merger, on February 26, 2010, Taxi Medallion Loan Trust II (“Trust II”), an indirect wholly-owned subsidiary of the Company, and Medallion Funding LLC, entered into a Reaffirmation Agreement (the “CNAI Reaffirmation Agreement”) under the Loan and Security Agreement, dated December 19, 2006 (the “CNAI Credit Agreement”), by and among Trust II, Citicorp North America, Inc. (“CNAI”) as Administrative Agent, Citibank N.A. as the committed institutional lender and Charta LLC. Under the CNAI Reaffirmation Agreement, Medallion Funding LLC reaffirmed all of the duties and obligations of Medallion Funding Corp. under the Servicing Agreement, dated as of December 19, 2006, among Medallion Funding Corp., Trust II, and CNAI, the Loan Sale and Contribution Agreement, dated December 19, 2006, by and between Medallion Funding Corp. and Trust II and other ancillary documents relating to the CNAI Credit Agreement.

In connection with the Merger, on February 26, 2010, Taxi Medallion Loan Trust III (“Trust III”), an indirect wholly-owned subsidiary of the Company, and Medallion Funding LLC, entered into a Reaffirmation Agreement (the “DZ Reaffirmation Agreement”) under the Loan and Security Agreement, dated December 12, 2008 (the “DZ Credit Agreement”), by and among Trust III, Autobahn Funding Company LLC as the lender and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (“DZ Bank”) as Agent. Under the DZ Reaffirmation Agreement, Medallion Funding LLC reaffirmed all of the duties and obligations of Medallion Funding Corp. under the Servicing Agreement, dated as of December 12, 2008, by and among Trust III, Medallion Funding Corp., and DZ Bank, the Loan Sale and Contribution Agreement, dated December 12, 2008, by and between Medallion Funding Corp. and Trust III and other ancillary documents relating to the DZ Credit Agreement.

In connection with the Merger, on February 26, 2010, the Company entered into an amendment (the “Amendment”) to its existing Loan and Security Agreement, dated April 26, 2004 (the “Loan Agreement”), by and between the Company and Sterling National Bank. Under the terms of the Amendment, certain technical changes were implemented to the Loan Agreement. In addition, in connection with the Amendment, Medallion Funding LLC reaffirmed all of the duties and obligations of Medallion Funding Corp. to Sterling National Bank.

The foregoing descriptions of the CNAI Reaffirmation Agreement, the DZ Reaffirmation Agreement and the Amendment are qualified in their entirety by reference to the CNAI Reaffirmation Agreement, the DZ Reaffirmation Agreement and the Amendment which are attached as exhibits hereto and are incorporated herein by reference in their entirety.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

 

Exhibit No.

  

Description

10.1

   Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust II, Citicorp North America, Inc., in its capacity as Administrative Agent, and Wells Fargo Bank, National Association.


10.2

   Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust III, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in its capacity as Agent, and Wells Fargo Bank, National Association.

10.3

   Tenth Amendment to Loan and Security Agreement, dated as of February 26, 2010, by and between Medallion Financial Corp. and Sterling National Bank.


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 hereunto duly authorized.

 

MEDALLION FINANCIAL CORP.
By:  

/s/ Larry D. Hall

  Name:   Larry D. Hall
  Title:   Chief Financial Officer
Date:   March 5, 2010


Exhibit Index

 

Exhibit No.

  

Description

10.1    Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust II, Citicorp North America, Inc., in its capacity as Administrative Agent, and Wells Fargo Bank, National Association.
10.2    Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust III, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in its capacity as Agent, and Wells Fargo Bank, National Association.
10.3    Tenth Amendment to Loan and Security Agreement, dated as of February 26, 2010, by and between Medallion Financial Corp. and Sterling National Bank.

Exhibit 10.1

REAFFIRMATION AGREEMENT

THIS REAFFIRMATION AGREEMENT (this “ Agreement ”), dated as of February 26, 2010, is by and among MEDALLION FUNDING LLC (successor by merger to Medallion Funding Corp.), a New York limited liability company (“ New Medallion Funding ”), MEDALLION LOAN TRUST II, a Delaware statutory trust (the “ Borrower ”), CITICORP NORTH AMERICA, INC., in its capacity as Administrative Agent (the “ Administrative Agent ”) under the “Loan and Security Agreement” referred to below, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Custodian ”).

W I T N E S S E T H :

WHEREAS, on the date hereof, Medallion Funding Corp. (“ Legacy Medallion Funding ”) merged with and into New Medallion Funding with New Medallion Funding as the survivor of such merger (the “ Merger ”);

WHEREAS, upon giving effect to the Merger, New Medallion Funding succeeded to the rights, duties and obligations of Legacy Medallion Funding under (i) the Servicing Agreement, (ii) the Purchase Agreement, (iii) the Custodial Agreement, (iv) each other loan sale agreement to which Legacy Medallion was a party in connection with the Loan and Security Agreement referenced below and (v) each of the other Loan Documents to which Legacy Medallion Funding was a party (collectively, the “ Medallion Funding Agreements ”); and

WHEREAS, New Medallion Funding, as successor to Legacy Medallion Funding, wishes to hereby expressly reaffirm its duties and obligations under the Medallion Funding Agreements;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . Terms capitalized herein and not otherwise defined herein are used with the meanings ascribed to such terms in the Loan and Security Agreement, dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified, the “ Loan and Security Agreement ”), among the Borrower, the financial institutions from time to time party thereto, and the Administrative Agent.

2. Reaffirmation of Obligations . New Medallion Funding hereby (a) expressly reaffirms all of the duties and obligations of Legacy Medallion Funding each of the Medallion Funding Agreements, and (b) expressly reconfirms the Liens and security interests granted in favor of the Borrower under the Purchase Agreement. New Medallion Funding hereby reaffirms that, upon the effectiveness of the Merger, it is and shall hereafter be, entitled to and liable for each and every right, obligation, duty, representation and covenant of Legacy Medallion Funding to the same extent as if New Medallion Funding had been the original party to the Medallion Funding Agreements.

3. Consents Related to the Merger . The parties hereto hereby consent to the Merger, and waive any non-compliance by Funding under the following provisions of the Medallion Funding Documents resulting directly from the Merger:

(a) the following sections of the Purchase Agreement: Section 5.01(b) Preservation of Corporate Existence (obligation to maintain corporate existence), Section 5.03(d) Change in Corporate Name (prohibition against change of corporate name), and


(b) the following sections of the Servicing Agreement: Section 6.01(a) Existence (obligation to maintain its corporate existence), Section 6.04 Prohibition on Fundamental Change (prohibition against merger), and Section 6.06 Amendment to Organizational Documents (prohibition against modifying organizational documents).

4. Representations and Warranties . New Medallion Funding hereby represents and warrants to the Borrower, the Administrative Agent and the Custodian, as follows:

(a) New Medallion Funding has the right, power and capacity and has been duly authorized and empowered by all requisite corporate action to enter into, execute, deliver and perform this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(b) This Agreement constitutes New Medallion Funding’s legal, valid and binding obligation, enforceable against it, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law or otherwise).

(c) New Medallion Funding’s execution, delivery and performance of this Agreement does not and will not violate its certificate of incorporation, by-laws or other organizational documents, any law, rule, regulation, order, writ, judgment, decree or award applicable to it or any contractual provision to which it is a party or to which it or any of its property is subject.

(d) No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body (other than those which have been obtained and are in force and effect) is required in connection with the execution, delivery and performance by New Medallion Funding of this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

5. Miscellaneous . The parties hereto hereby further agree as follows:

(a) Payment of Costs . New Medallion Funding hereby agrees to pay all reasonable out-of-pocket costs and expenses (evidenced by invoices in reasonable detail) incurred by the Borrower, the Custodian, and the Administrative Agent (including the reasonable fees and expenses of its counsel) in connection with the preparation, execution and delivery of this Agreement.

(b) Counterparts . This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Agreement to produce more than one (1) such counterpart.

(c) Headings . Headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

(d) Governing Law . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

 

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(e) Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and assigns.

(f) Waiver of Required Notice . Each of the Borrower, the Administrative Agent and the Custodian hereby waives any requirement under any Loan Document that Legacy Medallion Funding provide advance written notice of the Merger.

[signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective signatories thereunto duly authorized, as of the date first written above.

 

MEDALLION FUNDING LLC
By:  

/s/ Brian S. O’Leary

Name:   Brian S. O’Leary
Title:   Chief Operating Officer
TAXI MEDALLION LOAN TRUST II, as Borrower
By:  

/s/ Brian S. O’Leary

Name:   Brian S. O’Leary
Title:   Vice President
By:  

/s/ Michael J. Kowalsky

Name:   Michael J. Kowalsky
Title:   Secretary and Assistant Treasurer

Reaffirmation Agreement


CITICORP NORTH AMERICA, INC., as Administrative Agent
By:  

/s/ Marc Daly

Name:   Marc Daly
Title:   Director
CHARTA, LLC, as a Conduit Lender
By: Citicorp North America, Inc., as Attorney-in-Fact
By:  

/s/ Marc Daly

Name:   Marc Daly
Title:   Director
CITIBANK, N.A., as a Committed Lender
By:  

/s/ Marc Daly

Name:   Marc Daly
Title:   Director

Reaffirmation Agreement


WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Custodian
By:  

/s/ Sue Dignan

Name:   Sue Dignan
Title:   Vice President

Reaffirmation Agreement

Exhibit 10.2

REAFFIRMATION AGREEMENT

THIS REAFFIRMATION AGREEMENT (this “ Agreement ”), dated as of February 26, 2010, is by and among MEDALLION FUNDING LLC (successor by merger to Medallion Funding Corp.), a New York limited liability company (“ New Medallion Funding ”), MEDALLION LOAN TRUST III, a Delaware statutory trust (the “ Borrower ”), DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, in its capacity as Agent (the “ Agent ”) under the “Loan and Security Agreement” referred to below, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Custodian ”).

W I T N E S S E T H :

WHEREAS, on the date hereof, Medallion Funding Corp. (“ Legacy Medallion Funding ”) merged with and into New Medallion Funding with New Medallion Funding as the survivor of such merger (the “ Merger ”);

WHEREAS, upon giving effect to the Merger, New Medallion Funding succeeded to the rights, duties and obligations of Legacy Medallion Funding under (i) the Servicing Agreement, (ii) the Purchase Agreement, (iii) the Custodial Agreement, (iv) each other loan sale agreement to which Legacy Medallion was a party in connection with the Loan and Security Agreement referenced below and (v) each of the other Medallion Loan Documents to which Legacy Medallion Funding was a party (collectively, the “ Medallion Funding Agreements ”); and

WHEREAS, New Medallion Funding, as successor to Legacy Medallion Funding, wishes to hereby expressly reaffirm its duties and obligations under the Medallion Funding Agreements;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms . Terms capitalized herein and not otherwise defined herein are used with the meanings ascribed to such terms in the Loan and Security Agreement, dated as of December 12, 2008 (as amended, restated, supplemented or otherwise modified, the “ Loan and Security Agreement ”), among the Borrower, the financial institutions from time to time party thereto, and the Agent.

2. Reaffirmation of Obligations . New Medallion Funding hereby (a) expressly reaffirms all of the duties and obligations of Legacy Medallion Funding each of the Medallion Funding Agreements, and (b) expressly reconfirms the Liens and security interests granted in favor of the Borrower under the Purchase Agreement. New Medallion Funding hereby reaffirms that, upon the effectiveness of the Merger, it is and shall hereafter be, entitled to and liable for each and every right, obligation, duty, representation and covenant of Legacy Medallion Funding to the same extent as if New Medallion Funding had been the original party to the Medallion Funding Agreements.

3. Consents Related to the Merger . The parties hereto hereby consent to the Merger, and waive any non-compliance by Funding under the following provisions of the Medallion Funding Documents resulting directly from the Merger:

(a) the following sections of the Purchase Agreement: Section 5.01(b) Preservation of Corporate Existence (obligation to maintain corporate existence), Section 5.03(d) Change in Corporate Name (prohibition against change of corporate name), and Section 5.03(i) Merger, Consolidation or Assumption of Obligations (prohibition against merger), and


(b) the following sections of the Servicing Agreement: Section 6.01(a) Existence; etc. (obligation to maintain its corporate existence), Section 6.04 Prohibition on Fundamental Change (prohibition against merger) and Section 6.06 Amendment to Organizational Documents (prohibition against modifying organizational documents).

4. Representations and Warranties . New Medallion Funding hereby represents and warrants to the Borrower, the Agent and the Custodian, as follows:

(a) New Medallion Funding has the right, power and capacity and has been duly authorized and empowered by all requisite corporate action to enter into, execute, deliver and perform this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

(b) This Agreement constitutes New Medallion Funding’s legal, valid and binding obligation, enforceable against it, except as enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law or otherwise).

(c) New Medallion Funding’s execution, delivery and performance of this Agreement does not and will not violate its certificate of incorporation, by-laws or other organizational documents, any law, rule, regulation, order, writ, judgment, decree or award applicable to it or any contractual provision to which it is a party or to which it or any of its property is subject.

(d) No authorization or approval or other action by, and no notice to or filing or registration with, any governmental authority or regulatory body (other than those which have been obtained and are in force and effect) is required in connection with the execution, delivery and performance by New Medallion Funding of this Agreement and all agreements, documents and instruments executed and delivered pursuant to this Agreement.

5. Miscellaneous . The parties hereto hereby further agree as follows:

(a) Payment of Costs . New Medallion Funding hereby agrees to pay all reasonable out-of-pocket costs and expenses (evidenced by invoices in reasonable detail) incurred by the Borrower, the Custodian, and the Agent (including the reasonable fees and expenses of its counsel) in connection with the preparation, execution and delivery of this Agreement.

(b) Counterparts . This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Agreement to produce more than one (1) such counterpart.

(c) Headings . Headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

(d) Governing Law . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF SAID STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES.

 

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(e) Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by each of the parties hereto and their respective successors and assigns.

(f) Waiver of Required Notice . Each of the Borrower, the Agent and the Custodian hereby waives any requirement under any Medallion Loan Document that Legacy Medallion Funding provide advance written notice of the Merger.

[signature page follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective signatories thereunto duly authorized, as of the date first written above.

 

MEDALLION FUNDING LLC
By:  

/s/ Brian S. O’Leary

Name:   Brian S. O’Leary
Title:   Chief Operating Officer
TAXI MEDALLION LOAN TRUST III, as Borrower
By:  

/s/ Brian S. O’Learsy

Name:   Brian S. O’Leary
Title:   Vice President
By:  

/s/ Michael J. Kowalsky

Name:   Michael J. Kowalsky
Title:   Secretary and Assistant Treasurer

Reaffirmation Agreement


    DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as Agent

/s/ Jayan Krishnan

    By:  

/s/ Cecil Smart Jr.

Jayan Krishnan     Name:   Cecil Smart Jr.
Assistant Vice President     Title:   Vice President
    AUTOBAHN FUNDING COMPANY LLC, as Lender
    By: DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, its Attorney-in-Fact

/s/ Jayan Krishnan

    By:  

/s/ Cecil Smart Jr.

Jayan Krishnan     Name:   Cecil Smart Jr.
Assistant Vice President     Title:   Vice President

Reaffirmation Agreement


WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Custodian
By:  

/s/ Sue Dignan

Name:   Sue Dignan
Title:   Vice President

Reaffirmation Agreement

Exhibit 10.3

TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is dated as of February 26, 2010 and is by and between MEDALLION FINANCIAL CORP., a Delaware corporation having an address of 437 Madison Avenue, New York, New York 10022 (the “Borrower”), and STERLING NATIONAL BANK, a national banking association having an address of 650 Fifth Avenue, New York, New York 10019 (the “Bank”).

RECITALS

A. The Borrower and the Bank entered into a Loan and Security Agreement dated April 26, 2004 (the “Original Loan Agreement”), pursuant to which the Bank has agreed to extend certain credit and make certain loans to the Borrower.

B. Pursuant to a First Amendment to Loan and Security Agreement dated July 28, 2005 (the “First Amendment”), the Borrower and the Bank amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to June 30, 2006.

C. Pursuant to a letter agreement dated June 15, 2006 (the “First Letter Extension”), the Borrower and the Bank further amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to August 31, 2006.

D. Pursuant to a Second Amendment to Loan and Security Agreement dated August 14, 2006 (the “Second Amendment”), the Borrower and the Bank further amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to June 30, 2007.

E. Pursuant to a letter agreement dated June 27, 2007 (the “Second Letter Extension”), the Borrower and the Bank further amended the Original Loan Agreement by extending the Revolving Credit Termination Date (as defined therein) to July 31, 2007.

F. Pursuant to a Third Amendment to Loan and Security Agreement dated July 31, 2007 (the “Third Amendment”), the Borrower and the Bank further amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to June 30, 2008

G. Pursuant to a Fourth Amendment to Loan and Security Agreement dated as of December 31, 2007 (the “Fourth Amendment”), the Borrower and the Bank further amended the Original Loan Agreement.

H. Pursuant to a letter agreement dated June 27, 2008 (the “Third Letter Extension”), the Borrower and the Bank further amended the Original Loan Agreement by extending the Revolving Credit Termination Date (as defined therein) to August 31, 2008.


I. Pursuant to a Fifth Amendment to Loan and Security Agreement dated August 28, 2008 (the “Fifth Amendment”), the Borrower and the Bank further amended the Original Loan Agreement by extending the Revolving Credit Termination Date (as defined therein) to December 31, 2008.

J. Pursuant to a Sixth Amendment to Loan and Security Agreement dated as of December 31, 2008 (the “Sixth Amendment”), the Borrower and the Bank further amended the Original Loan Agreement by extending the Revolving Credit Termination Date (as defined therein) to July 1, 2009.

K. Pursuant to a Seventh Amendment to Loan and Security Agreement dated as of February 2, 2009 (the “Seventh Amendment”), the Borrower and the Bank further amended the Original Loan Agreement.

L. Pursuant to an Eighth Amendment to Loan and Security Agreement dated July 8, 2009 and effective as of July 1, 2009 (the “Eighth Amendment”), the Borrower and the Bank further amended the Original Loan Agreement.

M. Pursuant to a Ninth Amendment to Loan and Security Agreement date as of September 30, 2009 (the “Ninth Amendment”) (the Original Loan Agreement, as amended by the First Amendment, the First Letter Extension, the Second Amendment, the Second Letter Extension, the Third Amendment, the Fourth Amendment, the Third Letter Extension, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, is collectively referred to herein as the “Loan Agreement”), the Borrower and the Bank further amended the Original Loan Agreement.

N. The Borrower has requested, and the Bank has agreed to make, certain amendments to the Loan Agreement, all as more fully described herein.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Defined Terms . Except as otherwise indicated herein, all words and terms defined in the Loan Agreement shall have the same meanings when used herein.

2. Conversion of Medallion Funding Corp. from Corporation to Limited Liability Company . The Borrower represents to the Bank that, effective as of February 26, 2010, Medallion Funding Corp., which is the Guarantor under the Guaranty Agreement and the Pledgor under the Security Agreement, has converted from a New York corporation to a New York limited liability company and has changed its name to Medallion Funding LLC. Attached hereto as Exhibit A are true, correct and complete copies of the documents effecting such conversion, as filed with the Secretary of State of the State of New York.

 

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3. Amendments to Loan Agreement .

(a) The following definition appearing in Section 1.1 of the Loan Agreement is hereby amended to read in its entirety as follows:

“Pledgor” shall mean Medallion Funding LLC, a New York limited liability company (successor-by-merger to Medallion Funding Corp., a New York corporation), and its respective successors and assigns.

(b) All references to “Medallion Funding Corp.” appearing in the Loan Agreement are hereby deemed to be references to “Medallion Funding LLC (successor-by-merger to Medallion Funding Corp.)”.

(c) Schedule IV to the Loan Agreement (Subsidiaries) is hereby deleted in its entirety and replaced with the revised Schedule IV attached hereto.

4. Amendments to Other Loan Documents . Each of the other Loan Documents is hereby amended to the extent necessary to reflect the amendments to the terms of the Loan Agreement effected by this Amendment. The Borrower shall take or cause to be taken such actions, and shall execute, deliver, file and/or record or cause to be executed, delivered, filed and/or recorded such documents and other instruments, as the Bank shall deem to be necessary or advisable in order to confirm, implement or perfect the amendments to the other Loan Documents effected by this Paragraph.

5. No Defenses . The Borrower acknowledges that, as of February 23, 2010, the aggregate outstanding principal balance under the Revolving Credit Loan was $10,000,000.00. The Borrower acknowledges and agrees that, as of the date hereof, it has no offsets, counterclaims or defenses of any nature whatsoever to its Obligations to the Bank under the Loan Agreement or any of the other Loan Documents, and hereby expressly waives and releases any and all claims against the Bank which exist on the date hereof with respect thereto.

6. Guaranty Agreement and Security Agreement . In order to induce the Bank to enter into this Amendment and to amend the Loan Agreement as provided herein, the Borrower is causing Medallion Funding LLC to execute and deliver to the Bank concurrently herewith (i) a Second Amendment and Reaffirmation of Guaranty Agreement and (ii) a Second Amendment and Reaffirmation of Security Agreement.

7. Representations and Warranties . In order to induce the Bank to enter into this Amendment and to amend the Loan Agreement as provided herein, the Borrower hereby represents and warrants to the Bank that:

(a) All of the representations and warranties of the Borrower set forth in the Loan Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein.

(b) After giving effect to this Amendment, no Event of Default presently exists and is continuing on and as of the date hereof.

 

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(c) Since the date of the Borrower’s most recent financial statements delivered to the Bank, the Borrower has not experienced a material adverse effect in its business, operations or financial condition.

(d) The Borrower has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Amendment and this Amendment has been duly executed and delivered by the Borrower and is the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally.

(e) The execution, delivery and performance of this Amendment will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws of the Borrower, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, lease, contract or other material agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by the Borrower, other than liens in favor of the Bank, except, in the case of clauses (ii) and (iii) above, for any deviation from the foregoing which would not reasonably be expected to have a Material Adverse Effect.

(f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any person is required in connection with the execution, delivery and performance by the Borrower of this Amendment or the validity thereof or the transactions contemplated thereby, other than (i) filing or recordation of financing statements and like documents in connection with the Liens granted in favor of the Bank, (ii) those consents, if they were not obtained or made, which would not reasonably be expected to have a Material Adverse Effect and (iii) filings which the Borrower may be obligated to make with the Securities and Exchange Commission.

8. Bank Costs . The Borrower shall reimburse the Bank on demand for all costs, including reasonable legal fees and expenses and recording fees, incurred by the Bank in connection with this Amendment and the transactions referenced herein. If payment of such costs is not made within ten (10) days of the Bank’s demand therefor, the Bank may, and the Borrower irrevocably authorizes the Bank to, charge the Borrower’s account with the Bank or make an Advance under the Revolving Credit Loan in order to satisfy such obligation of the Borrower.

9. Counterparts . This Amendment may be signed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

10. No Change . Except as expressly set forth herein, all of the terms and provisions of the Loan Agreement shall continue in full force and effect.

 

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11. Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

[Signatures on following page]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date set forth on the first page hereof.

 

MEDALLION FINANCIAL CORP.
By:  

/s/ Brian S. O’Leary

  Name:   Brian S. O’Leary
  Title:   Executive Vice President and Chief Operating Officer
STERLING NATIONAL BANK
By:  

/s/ Thomas Braunstein

  Name:   Thomas Braunstein
  Title:   First Vice President

 

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