EXHIBIT 10.65
AMD1217
THIRD AMENDMENT TO LETTER AGREEMENT
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Third Amendment, dated December 22, 1997, to Letter Agreement dated as of
December 1, 1996 between MEDALLION FINANCIAL CORP. and FLEET BANK, NATIONAL
ASSOCIATION.
WHEREAS, the Borrower and the Bank are parties to a Letter Agreement dated
as of December 1, 1996, as amended by the Letter Agreement, dated as of February
10, 1997, between the Borrower and the Bank, as further amended by the Letter
Agreement, dated as of April 7, 1997, between the Borrower and the Bank (as so
amended, the "Agreement"); and
WHEREAS, the Borrower has requested that the Bank amend, and the Bank has
agreed to amend, certain provisions of the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Agreement is hereby amended to provide that, subject to the
Borrowing Base requirements set forth in Section 1 of the Agreement, for a
period of four (4) months, commencing December 22, 1997, the maximum aggregate
principal amount of Loans available to Borrower under the Line shall be
increased from $7,500,000 to $25,000,000; provided, however, that on April 22,
1998 and at all times thereafter, the maximum aggregate principal amount of
Loans available to Borrower under the Line shall be reduced again to $7,500,000.
Accordingly, for the four month period set forth above, but for that period
only, the amount "$7,500,00" contained in the opening paragraph of the Agreement
and in Section 1 thereof is replaced with the amount "$25,000,000."
2. To the extent that on April 22, 1998 the aggregate amount of
outstanding Loans exceeds $7,500,000, the Borrower shall immediately pay to the
Bank the amount of such excess, which payment shall be applied against the
outstanding principal balance of the Note evidencing the Loans.
3. The Borrower hereby represents and warrants to the Bank that:
(a) Each and every of the representations and warranties set forth in
the Agreement and the Note (as defined in the Agreement) is true as of the date
hereof and with the same effect as though made on the date hereof, and is hereby
incorporated herein in full by reference as if fully restated herein in its
entirety.
(b) No default or Event of Default (as defined under the Note) and no
event or condition which, with the giving of notice or lapse of time or both,
would constitute such a default or Event of Default, now exists or would exist.
4. All capitalized terms used herein, unless otherwise defined herein,
have the same meanings provided therefor in the Agreement.
5. The amendments set forth herein are limited precisely as written and
shall not be deemed to (a) be a consent to or a waiver of any other term or
condition of the Agreement or any of the documents referred to therein or (b)
prejudice any right or rights which the Bank may now have or may have in the
future under or in connection with the Agreement or any documents referred to
therein. Whenever the Agreement is referred to in the Agreement or any of the
instruments, agreements or other documents or papers executed and delivered in
connection therewith, it shall be deemed to mean the Agreement as further
modified by this Amendment Number 3.
6. The Borrower shall execute and deliver concurrently herewith
Endorsement No. 3 to teh Revolving Credit Note. Such Endorsement Number 3 shall
be in the form of Exhibit A annexed hereto and be deemed, together with the Note
to which it shall be attached, as such Note has been previously amended,
collectively the Note for all purposes of the Agreement and documents relating
thereto for the periods referenced therein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number 3
to be duly executed and delivered by their respective duly authorized officers
as of the date first above written.
MEDALLION FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Treasurer and Chief
Financial Officer
FLEET BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxx
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Name: Xxxxxx Xxx
Title: Vice President
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