Exhibit 4.1
SUBSTITUTE REVOLVING CREDIT
NOTE
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$20,000,000
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As of February 2,
2009
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FOR VALUE RECEIVED, the undersigned,
MEDALLION FINANCIAL CORP. a Delaware corporation (the
“Borrower”), hereby unconditionally promises to pay on
or before July 1, 2009 (the “Revolving Credit
Termination Date”), to the order of STERLING NATIONAL BANK
(the “Bank”), at the office of the Bank located at 650
Fifth Avenue, New York, New York 10019, or at such other location
as the Bank shall designate, in lawful money of the United States
of America and in immediately available funds, the principal amount
of the lesser of (i) $20,000,000, or (ii) so much thereof
as shall have been advanced (the “Advances”) by the
Bank to the Borrower and remain outstanding pursuant to that
certain Loan and Security Agreement dated April 26, 2004 by
and between the Borrower and the Bank, as amended by a First
Amendment thereto dated July 28, 2005, a letter agreement
dated June 15, 2006, a Second Amendment thereto dated
August 14, 2006, a letter agreement dated June 27, 2007,
a Third Amendment thereto dated July 31, 2007, a Fourth
Amendment thereto dated as of December 31, 2007, a letter
agreement dated June 27, 2008, a Fifth Amendment thereto dated
August 28, 2008, a Sixth Amendment thereto dated as of
December 31, 2008 and a Seventh Amendment thereto dated as of
the date hereof (collectively, the “Agreement”). Terms
used herein and not otherwise defined shall have the meanings
ascribed to them in the Agreement.
The Borrower further agrees to pay
interest in like money at such office on the unpaid principal
amount hereof from time to time at a rate or rates per annum and at
such times as are provided in the Agreement. Interest shall be
calculated on the basis of a 360-day year for the actual number of
days elapsed.
All Advances made by the Bank to the
Borrower hereunder may be noted by the Bank on any schedule or
other record which may now or hereafter be annexed by the Bank
hereto, and the Bank is authorized to make such notations which
shall be prima facie evidence of the principal amount outstanding
hereunder at any time; provided, however, that any failure to make
such a notation (or any error in notation) shall not limit or
otherwise affect the obligation of the Borrower hereunder, which is
and shall remain absolute and unconditional.
This Note is secured by the
Collateral, the Security Agreement and other collateral described
in the Agreement, and is guaranteed by Medallion Funding
Corp.
The Borrower shall pay to the Bank a
late charge (the “Late Charge”) in an amount equal to
five percent (5%) of any payment which is more than ten
(10) days in arrears to cover the extra expense involved in
handling delinquent payments. The term “payments” shall
be construed to include principal, interest, fees and any other
amount due under the terms of this Note or any of the other Loan
Documents. Acceptance by the Bank of payment of a Late Charge shall
in no way be construed to be an election of remedies or waiver by
the Bank of any of its rights at law or under the terms of any of
the Loan Documents.
This Note may be prepaid, in whole
or in part, at any time or from time to time, in accordance with
the provisions of the Agreement.
All payments made hereunder shall be
applied: first, to any fees or other charges owing to the Bank
hereunder; second, to accrued and unpaid interest; and third, to
the outstanding principal balance hereof. Notwithstanding the
foregoing, upon the occurrence of an Event of Default, the Bank may
apply payments received hereunder in such m
