EXHIBIT 10.59
REVOLVING CREDIT NOTE
$20,000,000.00 No. 9
December 24, 1997
FOR VALUE RECEIVED, the undersigned, Medallion Funding Corp., a New
York corporation (the "Borrower"), hereby unconditionally promises to pay on the
date of Maturity, as defined in the Loan Agreement (hereinafter referred to) or
on such earlier date as may be required under the Loan Agreement, to the order
of THE CHASE MANHATTAN BANK (the "Bank") at the Agent Payment Office (as defined
in the Loan Agreement), in lawful money of the United States of America and in
immediately available funds, an amount equal to the lesser of (a) TWENTY MILLION
AND 00/100 DOLLARS ($20,000,000.00) and (b) the aggregate unpaid principal
amount of all Revolving Credit Loans made by the Bank to the Borrower pursuant
to the Amended and Restated Loan Agreement, dated as of December 24, 1997, as
amended, among the Borrower, the banks that from time to time are signatories
thereto, the Swing Line Lender, Fleet Bank NA as Arranger and Agent, and The
Bank of New York as Documentation Agent (as amended, modified or supplemented
from time to time in accordance with its terms, the "Loan Agreement"). The
Borrower further promises to pay interest (computed on the basis of a 360-day
year for the actual number of days elapsed) in like money on the unpaid
principal balance of this Note from time to time outstanding at such rates and
times as provided in the Loan Agreement.
All Revolving Credit Loans made by the Bank pursuant to the Loan
Agreement and all payments of the principal thereof shall be endorsed by the
holder of this Note on the schedule annexed hereto (including any additional
pages such holder may add to such schedule), which endorsement shall constitute
prima facie evidence of the accuracy of the information so endorsed; provided,
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however, that the failure of the holder of this Note to insert any date or
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amount or other information on such schedule shall not in any manner affect the
obligation of the Borrower to repay any Revolving Credit Loans in accordance
with the terms of the Loan Agreement.
On and after the stated or any accelerated maturity hereof, and until
paid in full (whether before or after the
occurrence of any Event of Default described in Sections 9.1(g) and 9.1(h) of
the Loan Agreement), (a) the outstanding principal amount of this Note which at
such time is a Prime Rate Loan (including, to the extent permitted by law,
unpaid interest thereon) shall bear interest at an annual rate equal to the sum
of 2% plus the Prime Rate applicable to such Prime Rate Loan then in effect and
(b) the outstanding principal amount of this Note which is a LIBO Rate Loan
(including, to the extent permitted by law, unpaid interest thereon) shall bear
interest at an annual rate equal to the sum of 3.75% plus the Adjusted LIBO Rate
applicable to such LIBO Rate Loan then in effect, in each case payable on
demand, but in no event shall such rate of interest (the "Default Rate") be in
excess of the maximum rate of interest permitted under applicable law. The
Default Rate shall be computed on the basis of a 360-day year for the actual
number of days elapsed. If the Default Rate is to be based on the Prime Rate,
the Prime Rate to be charged shall change when and as the Prime Rate is changed,
and any such change in the Prime Rate shall become effective at the opening of
business on the day on which such change is adopted. At the end of the
applicable Interest Period for a LIBO Rate Loan on which the Default Rate is
being charged, such LIBO Rate Loan shall be automatically converted to a Prime
Rate Loan, and the Default Rate to be charged in respect of such Loan shall be
computed based on the Prime Rate.
This Note is one of the Revolving Credit Notes referred to in the Loan
Agreement, is secured as provided therein, is entitled to the benefits thereof
and is subject to optional and mandatory prepayment, in whole or in part, as
provided therein. The Borrower shall make when due any and all payments and
prepayments on this Revolving Credit Note required under the Loan Agreement.
Reference is herein made to the Loan Agreement for the rights of the holder to
accelerate the unpaid balance hereof prior to maturity.
Borrower hereby waives diligence, demand, presentment, protest and
notice of any kind, release, surrender or substitution of security, or
forbearance or other indulgence, without notice.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Loan Agreement.
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This Note may not be changed, modified, or terminated orally, but only
by an agreement in writing signed by the party to be charged.
IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS REVOLVING CREDIT
NOTE, THE BORROWER WAIVES (TO THE EXTENT PERMITTED BY LAW) THE RIGHT TO A TRIAL
BY JURY, ALL RIGHTS OF SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS AND CROSS-
CLAIMS AGAINST THE BANK (UNLESS SUCH SETOFF, COUNTERCLAIM OR CROSS-CLAIM COULD
NOT, BY REASON OF ANY APPLICABLE FEDERAL OR STATE PROCEDURAL LAWS, BE
INTERPOSED, PLEADED OR ALLEGED IN ANY OTHER ACTION) AND THE DEFENSES OF FORUM
NON CONVENIENS AND IMPROPER VENUE. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO
THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, COUNTY OF
NEW YORK AND OF ANY FEDERAL COURT LOCATED IN THE SOUTHERN DISTRICT OF NEW YORK
IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
REVOLVING CREDIT NOTE. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES, AND SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF
BORROWER AND INURE TO THE BENEFIT OF THE BANKS AND ITS SUCCESSORS AND ASSIGNS.
If any term or provision of this Revolving Credit Note shall be held invalid,
illegal or unenforceable, the validity of all other terms and provisions herein
shall in no way be affected thereby.
IN WITNESS WHEREOF, Xxxxxxxx has executed and delivered this Note on
the date first above written.
MEDALLION FUNDING CORP.,
a New York Corporation
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
CEO
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Treasurer & CFO
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