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Exhibit 10.1
Execution
Copy
AMENDMENT NO.
7
TO AMENDED AND
RESTATED
LOAN AND SECURITY
AGREEMENT
AMENDMENT NO. 7, dated as of
June 19, 2008 (this “ Amendment ”), to the
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of
September 12, 2003 (as amended, supplemented or otherwise
modified prior to the date hereof, the “ Existing Loan
Agreement ”; as amended hereby and as further amended,
restated, supplemented or otherwise modified and in effect from
time to time, the “ Loan Agreement ”), by and
between TAXI MEDALLION LOAN TRUST I (the “ Borrower
”) and MERRILL LYNCH COMMERCIAL FINANCE CORP. (the “
Lender ”). Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the
Existing Loan Agreement.
RECITALS
The Borrower and the Lender
are parties to the Existing Loan Agreement.
The Borrower and the Lender
have agreed, subject to the terms and conditions hereof, that the
Existing Loan Agreement shall be modified as set forth in this
Amendment.
Accordingly, the Borrower and
the Lender hereby agree, in consideration of the mutual promises
and mutual obligations set forth herein, the receipt and
sufficiency of which is hereby acknowledged, that the Existing Loan
Agreement is hereby amended as follows:
SECTION 1.
Amendments .
(a) Section 1.01 of the
Existing Loan Agreement is hereby amended by deleting the
definition of “Maximum Committed Credit” in its
entirety and inserting in lieu thereof the following new
definition:
““ Maximum
Committed Credit ” shall mean $250,000,000;
provided that, beginning on August 15, 2008 to but
excluding the Term Period Commencement Date, “Maximum
Committed Credit” shall mean $175,000,000; provided
further that, beginning on the Term Period Commencement Date and
thereafter, “Maximum Committed Credit” shall mean
$135,000,000, or in each case, such other amount as may be in
effect pursuant to Section 2.18 hereof.”
(b) Section 1.01 of the
Existing Loan Agreement is hereby amended by adding the following
definitions in the appropriate alphabetical order:
““ Seventh
Amendment ” shall mean that certain Amendment No. 7,
dated as of June 19, 2008, to this Agreement, between the
Lender and the Borrower.”
““ Seventh
Amendment Effective Date ” shall mean the
“Amendment Effective Date, as defined in the Seventh
Amendment, dated as of June 19, 2008.”
““ Term Period
Commencement Date ” shall mean September 12,
2008.
(c) Section 1.01 of the
Existing Loan Agreement is hereby amended by deleting the
definition of “Applicable Margin” in its entirety and
inserting in lieu thereof the following new definition:
““Applicable
Margin” shall mean (i) for each Advance secured by
Eligible Medallion Loans, 1.25%; provided , that ,
for so long as no Default or Event of Default shall have occurred
and be continuing and all of the Preferred Pricing Eligibility
Criteria shall be satisfied, “Applicable Margin” shall
mean, (i) solely for each Advance secured by Eligible
Medallion Loans other than Category III Medallion Loans and
Purchased Medallion Loans, 0.75%, (ii) for each Advance
secured by Category III Medallion Loans, 1.25% and (iii) for
each Advance secured by Purchased Medallion Loans with a loan to
value ratio of not more than 85%, 1.00%; provided ,
further , that beginning on the Term Period Commencement
Date and thereafter, “Applicable Margin” shall mean,
for all Advances, 2.50%.”
(d) Section 1.01 of the
Existing Loan Agreement is hereby amended by deleting the
definition of “Termination Date” in its entirety and
inserting in lieu thereof the following new definition:
““ Termination
Date ” shall mean the earlier of:
(i) December 24, 2008, and (ii) the date on which an
Event of Default occurs, or, in either case, such earlier date on
which this Loan Agreement shall terminate in accordance with the
provisions hereof or by operation of law.”
(e) Section 2.01 of the
Existing Loan Agreement is hereby amended by (i) deleting from
subsections (a) and (b) the references to
“Termination Date” therein and substituting in lieu
thereof “Term Period Commencement Date” and
(ii) adding the following subsection (f) in the
appropriate order:
“(f) Notwithstanding
anything contained herein to the contrary, beginning on the Term
Period Commencement Date and thereafter, Lender shall have no
obligation to make new Advances with respect to any Medallion
Loan.”
(f) Section 2.03 of the
Existing Lo
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