Exhibit 4.1
AMENDMENT TO
AMENDED AND RESTATED REVOLVING LINE OF
CREDIT
PROMISSORY NOTE
This Amendment is entered into as of
December 12, 2008 by and between the undersigned Borrower (the
“Borrower”) and NEW YORK COMMERCIAL BANK (formerly
known as ATLANTIC BANK OF NEW YORK) (the
“Bank”).
WHEREAS, the Bank extended a
revolving line of credit to the Borrower as evidenced by
(i) an Amended and Restated Secured Line of Credit Promissory
Note dated March 6, 2006 in the principal balance of Six
Million ($6,000,000); (ii) was subsequently increased to Eight
Million Dollars ($8,000,000) by amendment dated March 22, 2007
and (iii) was subsequently amended by amendment dated
July 15, 2008 (the “Note”) (all documents and
agreements executed by the Borrower in connection with the Note are
hereinafter referred to, together with the Note, as the “Loan
Documents”); and
WHEREAS, the Borrower has requested
that the Bank make, and the Bank has agreed to make, certain
further amendments to the Note.
NOW, THEREFORE, the parties,
intending to be legally bound, hereby agree as follows:
1. Any term not defined herein shall
have the same meaning as in the Note.
2. Section 1 of the Note is
hereby amended to amend and restate in its entirety the definition
of “Eligible Loans” as follows:
“(b) ‘Eligible
Loans’ shall mean a loan collateralized by Medallions which
meet the eligibility requirements of and are made by Merrill Lynch
Commercial Finance Corp. (“Merrill Lynch”) pursuant to
the Master Agreement, by the Lenders pursuant to the Citibank
Master Agreement or by the Lender pursuant to the DZ Master
Agreement or any related liquidity side letter.”
3. Section 2 of the Note is
hereby amended to add a new definition as follows:
“(g) ‘DZ Master
Agreement’ shall mean the Loan and Security Agreement dated
December 12, 2008 by and among Taxi Medallion Loan Trust III
(“Trust III”), Autobahn Funding Company LLC, as the
Lender and DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt AM Main, as the Agent, as the same may be amended or
supplemented from time to time.”
4. Sections 1 and 2 under
“Special Prepayments” are hereby amended and restated
to read in their entirety as follows:
“1) In the event any Eligible
Loan is sold, transferred or otherwise assigned to the Trust, Trust
II or Trust III, or is in any other way repaid, the Borrower shall
immediately upon receipt of advanced funds by Merrill Lynch under
the Master Agreement, by the Lenders under the Citibank Master
Agreement or by the Lender under the DZ Master A
