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Exhibit 10.1
FIFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the
"Amendment") is dated August 28, 2008 and is by and between
MEDALLION FINANCIAL CORP., a Delaware corporation having an address
of 437 Madison Avenue, New York, New York 10022 (the "Borrower"),
and STERLING NATIONAL BANK, a national banking association having
an address of 650 Fifth Avenue, New York, New York 10019 (the
"Bank").
RECITALS
A. The Borrower and the Bank entered into a Loan and Security
Agreement dated April 26, 2004 (the "Original Loan
Agreement"), pursuant to which the Bank has agreed to extend
certain credit and make certain loans to the Borrower.
B. Pursuant to a First Amendment to Loan and Security Agreement
dated July 28, 2005 (the "First Amendment"), the Borrower and
the Bank amended the Original Loan Agreement by, among other
things, extending the Revolving Credit Termination Date (as defined
therein) to June 30, 2006.
C. Pursuant to a letter agreement dated June 15, 2006 (the
"First Letter Extension"), the Borrower and the Bank further
amended the Original Loan Agreement by, among other things,
extending the Revolving Credit Termination Date (as defined
therein) to August 31, 2006.
D. Pursuant to a Second Amendment to Loan and Security Agreement
dated August 14, 2006 (the "Second Amendment"), the Borrower
and the Bank further amended the Original Loan Agreement by, among
other things, extending the Revolving Credit Termination Date (as
defined therein) to June 30, 2007.
E. Pursuant to a letter agreement dated June 27, 2007 (the
"Second Letter Extension"), the Borrower and the Bank further
amended the Original Loan Agreement by extending the Revolving
Credit Termination Date (as defined therein) to July 31,
2007.
F. Pursuant to a Third Amendment to Loan and Security Agreement
dated July 31, 2007 (the "Third Amendment"), the Borrower and
the Bank further amended the Original Loan Agreement by, among
other things, extending the Revolving Credit Termination Date (as
defined therein) to June 30, 2008
G. Pursuant to a Fourth Amendment to Loan and Security Agreement
dated as of December 31, 2007 (the "Fourth Amendment"), the
Borrower and the Bank further amended the Original Loan
Agreement.
H. Pursuant to a letter agreement dated June 27, 2008 (the
"Third Letter Extension") (the Original Loan Agreement, as amended
by the First Amendment, the First Letter Extension, the Second
Amendment, the Second Letter Extension, the Third Amendment, the
Fourth Amendment and the Third Letter Extension, is collectively
referred to herein as the "Loan Agreement"), the Borrower and the
Bank further amended the Original Loan Agreement by extending the
Revolving Credit Termination Date (as defined therein) to
August 31, 2008.
I. The Borrower has requested, and the Bank has
agreed to make, certain amendments to the Loan Agreement, all as
more fully described herein.
NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
AGREEMENT
1. Defined Terms . Except as otherwise indicated herein,
all words and terms defined in the Loan Agreement shall have the
same meanings when used herein.
2. Extension of Revolving Credit Termination Date . The
Revolving Credit Termination Date is hereby extended to
December 31, 2008. Accordingly, the definition of the term
"Revolving Credit Termination Date" set forth in Section 1.1
of the Loan Agreement is hereby amended and restated in its
entirety as follows:
"Revolving Credit Termination Date" shall mean December 31,
2008.
3. Amendments to Other Loan Documents . Each of the other
Loan Documents is hereby amended to the extent necessary to reflect
the amendments to the terms of the Loan Agreement effected by this
Amendment. Without limiting the generality of the foregoing, each
of the other Loan Documents shall secure the Revolving Credit Note
(as defined below) to the same extent, and with the same effect, as
it secured the Prior Note (as defined below). The Borrower shall
take or cause to be taken such actions, and shall execute, deliver,
file and/or record or cause to be executed, delivered, filed and/or
rec
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