Exhibit 10.1
SEVENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT (the “Amendment”) is dated as of
February 2, 2009 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 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. Pursuant to a Fifth Amendment to
Loan and Security Agreement dated August 28, 2008 (the
“Fifth Amendment”), the Borrower and the Bank further
amended the Original Loan Agreement by extending the Revolving
Credit Termination Date (as defined therein) to December 31,
2008.
J. Pursuant to a Sixth Amendment to
Loan and Security Agreement dated as of December 31, 2008 (the
“Sixth Amendment”) (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, the Third Letter Extension, the Fifth
Amendment and the Sixth Amendment, 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
July 1, 2009.
K. 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. Change in LIBOR Based Rate
. The parties have agreed to place a “floor” of three
(3%) percent per annum on the LIBOR Based Rate. Accordingly,
the definition of the term “LIBOR Based Rate” set forth
in Section 1.1 of the Loan Agreement is hereby amended and
restated in its entirety as follows:
“LIBOR Based Rate” shall
mean the greater of (i) the LIBOR Rate plus 200 basis
points or (ii) three (3.00%) percent per
annum.
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
