Exhibit 4.1
SUBSTITUTE REVOLVING CREDIT
NOTE
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$20,000,000
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As of September 30,
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 May 31, 2010 (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,
a Seventh Amendment thereto dated as of February 2, 2009, an
Eighth Amendment thereto dated July 8, 2009 and effective as
of July 1, 2009 and a Ninth 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
appli
