AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3

TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 3, dated as of January 9, 2006 (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 XXXXXXX XXXXX 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 clause (b)(ii) of the definition of “Collateral Value” in its entirety and substituting the following clause (b)(ii) in lieu thereof:

“(b)(ii) made to any one Obligor (or guaranteed by any one guarantor) in an amount that exceeds $20,000,000, or such greater amount as the Lender may consent to from time to time, on a case-by-case basis, in writing, in the aggregate together with any other Medallion Loans to such Obligor; provided that, if, for any calendar month (to coincide with the delivery of the Borrowing Base Certificate), the average outstanding balance of the Maximum Committed Credit shall be reduced to an amount less than $325,000,000, the Collateral Value shall be deemed to be zero with respect to each Medallion Loan made to any one Obligor (or guaranteed by any one guarantor) in an amount that exceeds $12,000,000, or such greater amount as the Lender may consent to from time to time, on a case-by-case basis, in writing, in the aggregate together with any other Medallion Loans to such Obligor; and provided further that, the foregoing adjustments to the Collateral Value shall not apply to those Medallion Loans listed on Schedule 1 to the Third Amendment;”

(b) 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 $475,000,000, or such other amount as may be in effect pursuant to Section 2.18 hereof.”

(c) 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) September 12, 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.”

(d) Section 1.01 of the Existing Loan Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

““Third Amendment” shall mean that certain Amendment No. 3, dated as of January 9, 2006, to this Agreement, between the Lender and the Borrower.”

“Third Amendment Effective Date” shall mean the “Amendment Effective Date”, as defined in the Third Amendment, dated as of January 9, 2006.””

(e) Section 2.18 of the Existing Loan Agreement is hereby amended by deleting the reference to “$325,000,000” in Section 2.18(b) and substituting a reference to “$475,000,000” in lieu thereof.

(f) Article VII of the Existing Loan Agreement is hereby amended by adding the following Section 7.24 in the appropriate numerical order:

“7.24. Concerning Portfolio Purchases. The Borrower will use its best efforts to (i) obtain from any third party servicer that services certain Medallion Loans acquired though a portfolio acquisition acknowledgements of irrevocable instructions, in form and substance satisfactory to the Lender, directing such third-party servicer to follow the Lender’s irrevocable instructions with respect to the servicing of such Medallion Loans in the event of an Event of Default and (ii) transfer all servicing of Medallion Loans from third party servicers to the Servicer as promptly as practically possible.”

SECTION 2. Conditions Precedent. This Amendment shall become effective on the first date (the “Amendment Effective Date”) on which all of the following conditions precedent shall have been satisfied:

2.01 Documents. On the Amendment Effective Date, the Lender shall have received all of the following documents, each of which shall be satisfactory to the Lender in form and substance:

(a) Amendment. This Amendment, executed and delivered by a duly authorized officer of each of the Borrower and the Lender.

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(b) Second Amended and Restated Note. An amended and restated promissory note, substantially in the form of Exhibit A hereto, executed and delivered by a duly authorized officer of the Borrower.

(c) Secretary’s Certificate. A certificate of the Secretary or Assistant Secretary of the Borrower, substantially in the form of Exhibit B hereto, dated as of the date hereof, and

(i) certifying that since the Effective Date of the Existing Loan Agreement there have been no changes to any of the organizational documents delivered pursuant to Section 5.01 of the Existing Loan Agreement,

(ii) attaching a copy of the resolutions of the Borrower authorizing the execution, delivery and performance of this Amendment, and the borrowings contemplated under the Loan Agreement,

(iii) attaching certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower in the jurisdiction of its organization, and

(iv) certifying as to the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower.

(d) Legal Opinions. Legal opinions of internal and outside counsel to the Borrower, in form and substance satisfactory to the Lender.

(e) Upsize Fee. A fee in the amount of $400,000, payable to the Lender for the increase in the Maximum Committed Credit as follows: (i) $200,000 payable to the Lender upon the Amendment Effective Date and (ii) $200,000 payable to the Lender upon the earlier of (A) February 15, 2006 and (B) the closing of a further amendment to contemplate the purchase of a portfolio of additional Medallion Loans.

(f) Irrevocable Instructions to Each Third-Party Servicer. Irrevocable instructions, in form and substance satisfactory to the Lender, to each third-party servicer that services certain Medallion Loans acquired though a portfolio acquisition, directing such third-party servicer to follow the Lender’s irrevocable instructions with respect to the servicing of such Medallion Loans in the event of an Event of Default.

(g) Other Documents. Such other documents as the Lender or counsel to the Lender may reasonably request.

2.02 No Default. On the Amendment Effective Date, (i) the Borrower shall be in compliance with all of the terms and provisions set forth in the Existing Loan Agreement and the other Loan Documents on its part to be observed or performed, (ii) the representations and warranties made and restated by the Borrower pursuant to Section 3 of this Amendment shall be true and complete in all material respects on and as of such date with the same force and effect as if made on and as of such date, and (iii) no Default or Event of Default shall have occurred and be continuing on such date.

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2.03 Fees and Expenses. On the Amendment Effective Date, the Borrower shall have reimbursed the Lender for, or directly paid, all costs and expenses incurred by the Lender in connection with the negotiation, preparation and execution of this Amendment, including those costs and expenses to be paid by the Borrower pursuant to Section 3.05 of the Loan Agreement, and all other outstanding amounts for which the Borrower is liable pursuant to Section 10.03 of the Loan Agreement, including, without limitation, the fees, disbursements and expenses of Cadwalader, Xxxxxxxxxx & Xxxx LLP, counsel to the Lender.

SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants to the Lender that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms each of the representations and warranties contained in Article VI of the Loan Agreement.

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references therein and herein to the “Loan Documents” shall be deemed to include, in any event, this Amendment and each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended hereby.

SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned has caused this Amendment to be executed on its behalf by its officer hereunto duly authorized, as of the date first above written.

BORROWER
TAXI MEDALLION LOAN TRUST I
By:		/s/Xxxxxx X. Xxxxxxxx
Name:		Xxxxxx X. Xxxxxxxx
Title:		President
LENDER
XXXXXXX XXXXX COMMERCIAL FINANCE CORP.
By:		/s/ Xxxxxx X. Xxxxx
Name:		Xxxxxx X. Xxxxx
Title:		Director