Exhibit 10.1
AMENDMENT NO. 1
Dated as of August 5,
2009
to
LOAN AND SECURITY
AGREEMENT
Dated as of December 12,
2008
THIS AMENDMENT NO. 1 (this “
Amendment ”) dated as of August 5, 2009 is
entered into by and among TAXI MEDALLION LOAN TRUST III, a Delaware
statutory trust (the “ Borrower ”), AUTOBAHN
FUNDING COMPANY LLC, a Delaware limited liability company (the
“ Lender ”), and DZ BANK AG DEUTSCHE
ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as agent (the
“ Agent ”).
PRELIMINARY STATEMENTS
A. Reference is made to the Loan and
Security Agreement dated as of December 12, 2008 among the
Borrower, the Lender and the Agent (as amended, restated,
supplemented or otherwise modified from time to time, the “
Loan Agreement ”). Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them
in the Loan Agreement.
B. The parties hereto have agreed to
amend the Loan Agreement on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of
the premises set forth above, and other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments
.
1.1 Section 6.02(h) of the Loan
Agreement is amended and restated in its entirety to read as
follows:
“(h) the Lockbox Collection
Percentage shall be less than (i) 60% for any Monthly Period
from and including September 2009 through and including December
2009; (ii) 70% for any Monthly Period from and including
January 2010 through and including February 2010; and
(iii) 80% for any Monthly Period after February
2010;”.
1.2 The definition of
“Eligible Medallion Loan” in Schedule I of the Loan
Agreement is amended to delete clause (c) thereof and to
substitute the following therefor:
“(c) (i) The Medallion Loan
and other Medallion Loan Documents have not been extended,
restructured, waived, amended or otherwise modified except in
accordance with the Credit and Collection Policy; (ii) neither
such Medallion Loan nor the related Medallion Loan Documents have
been extended, restructured, waived, amended or otherwise modified
at any time as a result of a delinquency or default or for any
other credit related reason in a manner to extend the maturity,
reduce the interest rate, reduce the monthly payment amount or
reduce the principal balance of such Mortgage Loan; provided
that a Medallion Loan that has been extended, restructured, waived,
amended or otherwise modified will not be an Eligible Medallion
Loan if at the time of or on either of the two due dates
immediately preceding such extension, restructuring, waiver,
amendment or modification, any payment under such Medallion Loan
was past due for one or more days; provided further that
this clause (c)(ii) shall be deemed satisfied if (w) such
Medallion Loan has matured and is in the process of being
refinanced, (x) no more than 60 days shall have elapsed since
the maturity date of such Medallion Loan (without giving effect to
any extensions, waivers or other modifications to such maturity
date) , (y) the Obligor has paid in full all monthly payments
due on such Medallion Loan (determined as if the maturity date had
not occurred and the monthly payments due during such 60 day period
were the same as the monthly payments due prior to such period, but
otherwise without giving effect to any extensions, waivers or other
modifications to such Medallion Loan) and (z) such Medallion
Loan would satisfy this clause (c)(ii) (without giving effect to
this proviso) but for the occurrence of such maturity date; and
(iii) the Agent shall be notified of any material change to
the Credit and Collection Policy and shall have the right to
declare ineligible any Medallion Loans originated or modified under
such revised Credit and Collection Policy;”.
1.3 The definition of
“Eligible Medallion Loan” in Schedule I of the Loan
Agreement is amended to delete clause (cc) thereof and to
substitute the following therefor:
“(cc) (i) The Medallion Loan
is not a Defaulted Medallion Loan; no continuing condition that
with notice or the lapse of time would constitute a default,
breach, violation, or event permitting acceleration under the terms
of such Medallion Loan has arisen; neither the applicable Seller
nor any Originator has waived any of the foregoing; and the
Medallion related to the Medallion Loan has not been repossessed
under the Medallion Loan; provided that this clause (cc)(i)
shall be deemed satisfied if (w) such Medallion Loan has
matured and is in the process of being refinanced, (x) no more
than 60 days shall have elapsed since the maturity date of such
Medallion Loan (without giving effect to any extensions, waivers or
other modifications to such maturity date) , (y) the Obligor
has paid in full all monthly payments due on such Medallion Loan
(determined as if the maturity date had not occurred and the
monthly payments due during such 60 day period were the same as the
monthly payme
