Exhibit 10.27
CONTINUING GENERAL SECURITY AGREEMENT
In consideration of financial accommodations (arising from loan, advance, letter
of credit, acceptance, interest rate hedging arrangements and/or other credit
transactions) given or to be given or to be continued to the undersigned (the
"Debtor") or to any other party(ies) at the request, or for the benefit, or upon
the undertaking, of the Debtor by Fleet Bank, National Association, its
successors or assigns (together with its affiliates and subsidiaries, herein
called the "Bank"), the Debtor hereby agrees with the Bank that, whenever the
Debtor shall be at any time or times directly or contingently indebted, liable
or obligated to the Bank in any manner whatsoever, the Bank shall have the
following rights and the Debtor shall have the following obligations:
1. As security for the due and punctual payment of any and all of the
present and future Obligations of the Debtor (as defined in Section 2 below),
the Debtor hereby assigns, mortgages, pledges, hypothecates, transfers, sets
over and grants to the Bank a first lien on and security interest in (a) all of
the Collateral (as defined in Section 3 below), whether now or hereafter
existing or acquired, and (b) all present and future products and proceeds of
the Collateral.
2. As used herein, the term "Obligations" means all liabilities, absolute
or contingent, joint, several or independent, of the Debtor now or hereafter
existing, due or to become due to, or held or to be held by, the Bank for its
own account or as agent for another or others, whether created directly or
acquired by assignment or otherwise and howsoever evidenced.
3. As used herein, the term "Collateral" means the property described
opposite the box(es) checked below together with the property described in
Section 4 below:
[ ] A. ALL PERSONAL PROPERTY. All of the personal property and fixtures
of the Debtor wherever located and whether now owned or in existence or
hereafter acquired or created, of every kind and description, tangible or
intangible, including without limitation all inventory, goods, equipment, farm
products, instruments, documents, chattel paper, accounts, contract rights and
general intangibles, such terms having the meaning ascribed by the Uniform
Commercial Code, and including without limitation the * (See Rider A hereto).
[ ] B. EQUIPMENT. Equipment (of any nature and description), now owned
or hereafter acquired and wherever located, employed in the operation of the
Debtor's business, and all proceeds thereof and products of such equipment in
any form whatsoever. As used herein, the term "equipment" shall also mean and
include all spare parts therefor, all present and future additions, attachments
and accessions thereto, all substitutions therefor and replacements therefor and
replacements thereof. Nothing herein shall be construed as giving a right to
the Debtor to sell any equipment which is the subject of this Agreement.
[ ] C. INVENTORY. All of the inventory of the Debtor, of very type or
description, now owned or hereafter acquired and wherever located, whether raw,
in process or finished, all goods usable in processing the same and all
documents of title covering any inventory, and all proceeds thereof and products
of such inventory in any form whatsoever, including but not limited to accounts
and chattel paper.
[ ] D. ACCOUNT AND CHATTEL PAPER. All of the Debtor's present and future
accounts, contract rights, general intangibles and chattel paper and all other
rights to the payment of money arising out of the sale (or lease) of goods or
services (hereinafter referred to in the plural as "Accounts" and in the
singular as "Account"), all proceeds thereof and all liens, securities,
guarantees, remedies, and privileges pertaining thereto, together with all
rights and liens of the Debtor in and to such goods, including returned or
repossessed goods, and all rights and property of any kind forming the subject
matter of any of the Accounts, including the right of stoppage in transit.
[ ] E. OTHER.
If no box is checked, Clause A (All Personal Property) shall be deemed
applicable for all purposes of this Agreement. If the Clause A box is checked,
checking also the Clause B and/or Clause C and/or Clause D and/or Clause E
box(es) is not intended, and shall not be construed, to limit the generality or
legal effect of the description contained in Clause A. In the event that (i) in
addition to this Continuing General Security Agreement the Debtor is a party to
one or more other security, pledge or similar agreements providing for a
security interest in personal property in favor of the Bank (collectively the
"Other Collateral Agreements"), and (ii) the collateral described in this
Agreement and the Other Collateral Agreements is not the same, then, in such
event, this Agreement and the Other Collateral Agreements shall be read together
as one agreement such that the Obligations shall be deemed secured by the
collateral described in each of such agreements.
4. Any and all deposits or other sums at anytime credited by or due from
the Bank to the Debtor; and any and all monies, securities and other property of
the Debtor, and the proceeds thereof now or hereafter held or received by or in
transit to the Bank from or for the Debtor, whether for safekeeping, custody,
pledge, transmission, collection or otherwise, shall at all times constitute
security for any and all Obligations.
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5. The Debtor represents and warrants that: (a) no Financing Statement
(other than any which may have been filed on behalf of the Bank) relating to any
of the Collateral is on file in any public office; and (b) the Chief Executive
Office (or Major Executive Office) of Debtor (if any), and the Collateral are
respectively located at the address(es) set forth at the end of this Agreement
and Debtor will not change such location without prior written notice to and
consent of the Bank; and (c) Debtor has not created and is not aware of any
security interest, lien or encumbrance on or affecting the Collateral other than
related hereby.
6. The Debtor assumes all liability and responsibility in connection with
all Collateral acquired by Debtor; and the obligation of the Debtor to pay all
Obligations shall in no way be affected or diminished by reason of the fact that
any such Collateral may be lost, destroyed, stolen.
7. As long as this Agreement shall remain in effect, the Debtor agrees:
(a) that if the Bank so demands in writing at any time (i) all proceeds of
the Collateral shall be delivered to the Bank promptly upon their receipt in a
form satisfactory to the Bank, and (ii) all chattel paper, instruments and
documents pertaining to the Collateral shall be delivered to the Bank at the
time and place and in the manner in which specified in the Bank's demand;
(b) in order to enable the Bank to comply with the law of any jurisdiction,
including state, federal, and foreign, applicable to any security interest
granted hereby or to the Collateral, to execute and deliver upon request, in
form acceptable to the Bank, any Financing Statement, notice, statement,
instrument, document, agreement or other paper and/or to perform any act
requested by the Bank which may be necessary to create, perfect, preserve,
validate or otherwise protect such security interest or to enable the Bank to
exercise and enforce the Bank's rights hereunder or with respect to such
security interest;
(c) promptly to pay any filing fees or other costs in connection with (i)
the filing or recordation of such Financing Statements or any other papers
described above and (ii) such searches of the public records as the Bank in its
sole discretion shall require;
(d) that the Bank is authorized to file or record any such Financing
Statements or other papers without the signature of the Debtor if permitted by
applicable law;
(e) the Bank may file a photographic or other reproduction of this
Agreement in lieu of a Financing Statement in any filing office where it is
permissible to do so;
(f) except for the security interest granted hereby, the Debtor shall keep
the Collateral and proceeds and products thereof free and clear of any security
interest, liens or encumbrances of any kind, the Debtor shall promptly pay, when
due, all taxes and transportation, storage and warehousing charges and fees
affecting or arising out of the Collateral and shall defend the Collateral
against all claims and demands of all persons at any time claiming the same or
any interest therein adverse to the Bank;
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(g) at all times to keep all insurable Collateral insured at the expense of
the Debtor to the Bank's satisfaction against loss by fire, theft and any other
risk to which the Collateral may be subject; all policies shall be endorsed in
favor of the Bank and, if the Bank so requests, shall be deposited with the
Bank; and in any event, such policies will provide that each insurer will give
the Bank not less than 30 days' notice in writing prior to the exercise of any
right of cancellation; in the event the Debtor fails to maintain any insurance,
the Bank may (but shall not be obligated to) place such insurance and pay the
premium therefor, in which event the Debtor will pay the Bank such premium with
interest; the Bank may apply any proceeds of such insurance which may be
received by it toward payment of the Obligations, whether or not due, in such
order of application as the Bank may determine;
(h) that the Bank's duty with respect to the Collateral shall be solely to
use reasonable care in the custody and preservation of collateral in its
possession; the Bank shall not be obligated to take any steps necessary to
preserve any rights in any of the Collateral against prior parties, and the
Debtor hereby agrees to take such steps; the Debtor shall pay to the Bank all
costs and expenses, including filing and reasonable attorney's fees, incurred by
the Bank in connection with the custody, care, preservation or collection of the
Collateral; the Bank, may, but is not obligated to, exercise any and all rights
of conversion or exchange or similar rights, privileges and options relating to
the Collateral; the Bank shall have no obligation to sell or otherwise realize
upon any of the Collateral as herein authorized and shall not be responsible for
any failure to do so or for any delay in so doing; IN THE EVENT OF ANY
LITIGATION, WITH RESPECT TO ANY MATTER CONNECTION WITH THIS AGREEMENT, THE
OBLIGATIONS, THE COLLATERAL, OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
APPLICABLE HERETO OR TO ANY ONE OR MORE OF THEM IN ANY RESPECT, DEBTOR HEREBY
WAIVES THE RIGHT TO A TRIAL BY JURY AND DEBTOR WAIVES ALL DEFENSES, RIGHTS OF
SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS OF ANY NATURE;
(i) to provide the Bank with such information as the Bank may from time to
time request with respect to the location of the Collateral and any of its
places of business;
(j) that the Bank will be notified promptly in writing of any change in any
office as set forth below;
(k) that the Debtor will permit the Bank, by its officers and agents, to
have access to and examine at all reasonable times the properties, minute books
and other corporate records, and books of account and financial records of the
Debtor;
(l) that the Debtor will promptly notify the Bank upon the occurrence of
any default, as provided in this Agreement, of which the Debtor has knowledge.
(m) that the Debtor will not sell, transfer, lease or otherwise dispose of
any of the Collateral, or any interest therein, or offer to do so or permit
anything to be done to impair the value of the Collateral or the security
interest granted to the Bank, provided, however, the Debtor may sell Inventory
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in the ordinary course of its business to unaffiliated third parties. The Bank
shall have the right, by written notice to the Debtor, to terminate the
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Debtor's authority to sell, lease, otherwise transfer, manufacture, process or
assemble, or furnish under contracts of service, any or all of the Inventory.
8. If the Clause A and/or D box(es) in Section 3 (All Personal Property
and/or Accounts and Chattel Paper, respectively) (is) (are) checked, the
following provisions shall also be applicable.
A. Upon the occurrence of an Event of Default as defined in Section 9
hereof, the Debtor agrees as follows: (i) the Debtor will not, without first
obtaining the written consent of the Bank, renew or extend the time of payment
of any Account; (ii) the Debtor will promptly notify the Bank in writing of any
compromise, settlement or adjustment with respect to an Account and will
forthwith account therefor to the Bank in cash for the amount thereof without
demand or notice; (iii) the Debtor will stamp, in form and manner satisfactory
to the Bank, its accounts receivable ledger and other books and records
pertaining to the Accounts, with an appropriate reference to the security
interest of the Bank in the Accounts; (iv) upon request, the Debtor will furnish
the Bank original or other papers relating to the sale of merchandise or the
performance of labor or services which created any Account; (v) the Debtor may
collect the Accounts, subject to the discretion and control of the Bank, but the
Bank may, without cause or notice, curtail or terminate such authority at any
time; (vi) the proceeds of the Accounts, when collected by the Debtor, whether
consisting of cash, checks, notes, drafts, money orders, commercial paper of any
kind whatsoever, or other documents, received in payment of the Accounts shall
be promptly remitted by the Debtor to the Bank, in precisely the form received,
except for endorsement by the Debtor when required; (vii) such proceeds until
remitted to the Bank, as aforesaid, shall be held in trust by the Debtor for,
and as the property of, the Bank and shall not be commingled with other funds,
money or property; (viii) proceeds of the Accounts will be received by the Bank
subject to final collection and receipt of proceeds in cash or by unconditional
credit to and acceptance by the Bank; (ix) the Bank shall apply in its absolute
discretion, all collections received by it on the Accounts, toward the payment
of any of the Obligations whether due or not due; (x) the Debtor will promptly
notify the Bank in writing of the return or rejection of any merchandise
represented by the Accounts and the Debtor shall forthwith account therefor to
the Bank in cash without demand or notice and until such payment has been
received by the Bank, the Debtor will receive and hold all such merchandise
separate and apart, in trust for and subject to the security interest in favor
of the Bank; (xi) the Bank is authorized to sell, for the Debtor's account and
sole risk, all or any part of such merchandise in the manner and under the terms
and conditions hereinafter set forth.
B. The Debtor represents and warrants to the Bank that the Debtor is the
sole owner of the Accounts and no one has or claims to have an interest of any
kind therein or thereto; each of the debtors named in every such Account is
indebted to the Debtor in the amount and on the terms indicated in the invoice
and schedule of Accounts; each Account is bona fide and arises out of the
performance of labor or services or the sale and delivery or lease of
merchandise or both; and none of the accounts is now, nor will at any time in
the future become, contingent upon the fulfillment of any contract or conditions
whatsoever, nor subject to any defense, offset or counterclaim.
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C. The Debtor will maintain accurate and complete records of the Accounts
and will make the same available to the Bank at any time upon demand. The Bank
is entitled, at any time in its sole discretion, to notify the account debtors
of the Debtor to make payment upon the Accounts directly to the Bank.
9. Upon non-payment when due of any of the Obligations, or upon the
failure of the Debtor to perform any agreement on its part to be performed
hereunder, or by the terms of any other related agreement covering the
Obligations, or in case the Bank deems itself insecure, or it appears at any
time that any representation in any financial or other statement of the Debtor
(delivered to the Bank by or on behalf of the Debtor) is untrue or omits any
material fact, or if a material adverse change shall occur in the financial
condition of the Debtor, or if the Debtor (or any endorser, guarantor or surety
of or upon any of the Obligations) shall die or (being a partnership, limited
liability company or corporation) shall be dissolved or shall become insolvent
(however evidenced), or upon the suspension of the Debtor, or upon the issuance
of any warrant, process, or order of attachment, garnishment or lien and/or the
filing of a lien as a result thereof against any of the property of the Debtor
(or any endorser, guarantor or surety of or upon any of the Obligations), or
upon the making by the Debtor (or any endorser, guarantor or surety) of an
assignment for the benefit of creditors under any bankruptcy, reorganization,
arrangement of debt, insolvency, readjustment of debt, composition,
receivership, liquidation or dissolution law or statute of any jurisdiction,
then in any such event (each an "Event of Default"), (a) all Obligations shall
become at once due and payable, without notice, presentment, demand for payment
or protest, which are hereby expressly waived; (b) the Bank is authorized to
take possession of the Collateral and, for that purpose may enter, with the aid
and assistance of any person or persons, any premises where the Collateral, or
any part thereof is, or may be, placed and remove same; (c) the Bank may proceed
to apply to the Obligations, any and all deposits or other sums described in
Section 4 hereof; (d) the Bank may require the Debtor to assemble the Collateral
and to make it available to the Bank at a place designated by the Bank which is
reasonably convenient to the Bank and the Debtor; (e) the Bank shall have the
right from time to time to sell, resell, assign, transfer and deliver all or any
part of the Collateral, at any broker's board or exchange, or at public or
private sale or otherwise, at the option of the Bank, for cash or on credit for
future delivery, in such parcel or parcels and at such time or times and at such
place or places, and upon such terms and conditions as the Bank may deem proper,
and in connection therewith may grant options and may impose reasonable
conditions such as requiring any purchaser to represent that any stock
constituting part of the Collateral is being purchased for investment purposes
only, all without (except as shall be required by applicable statute and cannot
be waived) advertisement or demand upon the Debtor or right of redemption to the
Debtor, which are hereby expressly waived; unless the Collateral is perishable
or threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Bank will give the Debtor reasonable notice of the time
and place of any such public sale or of the time after which any private sale or
any other intended disposition thereof is to be made and Debtor agrees that five
(5) days prior notice shall be deemed reasonable notice; (f) upon each such
sale, the Bank may, unless prohibited by applicable statute which cannot be
waived, purchase all or any part of the Collateral being sold, free from and
discharged of all trusts, claims, rights of redemption and equities of the
Debtor, which are hereby waived and released; (g) the Bank shall, upon mailing
notice to the Debtor that it so elects, have from the date of such mailing the
right from time to time to
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vote any shares of stock securing any of the Obligations; provided, however, the
Bank at any time, before or after the occurrence of any Event of Default, may,
but shall not be obligated to, transfer into or out of its own name or that of
its nominee all or any of the Collateral which is instruments, stocks, bonds,
and other securities, and the Bank or its nominee may demand, sue for, collect,
receive and hold as like Collateral any or all interest, dividends and income
thereon and if any securities are held in the name of the Bank or its nominee,
the Bank may, after the occurrence of any such events, exercise all voting and
other rights pertaining thereto as if the Bank were the absolute owner thereof;
but the Bank shall not be obligated to demand payment of, protest, or take any
steps necessary to preserve any rights in any such Collateral against prior
parties, or take any action whatsoever in regard to any such Collateral, all of
which the Debtor assumes and agrees to do. Without limiting the generality of
the foregoing, the Bank shall not be
obligated to take any action in connection with any conversion, call,
redemption, retirement or any other event relating to any of such Collateral,
unless the Debtor gives written notice to the Bank that such action shall be
taken not more than thirty (30) days prior to the time such action may first be
taken and not less than ten (10) days prior to the expiration of the time during
which such action may be taken; (h) the Bank's obligations, if any, to give
additional (or to continue) financial accommodations of any kind to the Debtor
shall immediately terminate; and (i) in addition to the rights and remedies
given to the Bank hereunder or otherwise, the Bank shall have all of the rights
and remedies of a secured party under the Uniform Commercial Code of the
Governing State. As used in this Agreement, Governing State shall mean the
state indicated as such below; provided, that, if no such state is so indicated
then Governing State shall mean the state where the Bank's office that
originated the Obligations is located.
10. In the case of each such sale or of any proceedings to collect any of
the Obligations, the Debtor shall pay all costs and expenses of every kind for
collection, sale or delivery, including reasonable attorneys fees, and after
deducting such costs and expenses from the proceeds of sale or collection, the
Bank may apply any residue to pay any of the Obligations and the Debtor will
continue to be liable to the Bank for any deficiency with interest.
11. The Bank may, but is not obligated to, (a) demand, sue for, collect or
receive any money or property at any time due, payable or receivable on account
of or in exchange for any obligations securing any of the Obligations; (b)
compromise and settle with any person liable on such obligation, and/or (c)
extend the time of payment of or otherwise change the terms thereof, as to any
party liable thereon; all without incurring responsibility to the undersigned or
affecting any of the Obligations.
12. In order to effectuate the terms and provisions hereof, the Debtor
hereof designates and appoints the Bank and its designees or agents as attorney-
in-fact of the Debtor, irrevocably and with power of substitution, with
authority to receive, open and dispose of all mail addressed to the Debtor, to
notify the Post Office authorities to change the address for delivery of mail
addressed to the Debtor or such address as the Bank may designate, to endorse
the name of the Debtor on any notes, acceptances, checks, drafts, money orders,
in instruments or other evidence of payment or proceeds of the Collateral that
may come into the Bank's possession to sign the name of the Debtor on any
invoices, documents, drafts against and notice (which also may direct among
other things that payment
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be made directly to the Bank) to Account debtors or obligors of the Debtor,
assignments and requests for verification of accounts; to execute proofs of
claim and loss; to execute any endorsements, assignments, or other instruments
of conveyance or transfer, to adjust and compromise any claims under insurance
policies; to execute releases, and to do all other acts and things necessary and
advisable in the sole discretion of the Bank to carry out and enforce this
Agreement. All acts of said attorney or designee are hereby ratified and
approved and said attorney or designee shall not be liable for any acts of
commission or omission, nor or any error of judgment or mistake of fact or law.
This power of attorney being coupled with an interest is irrevocable while any
of the Obligations shall remain unpaid.
13. All options, powers and rights granted to the Bank hereunder or under
any promissory note, instrument, document or other writing delivered to the Bank
shall be cumulative and shall be in addition to any other options, powers or
rights which the Bank may now or hereafter have as a secured party under the
Uniform Commercial Code of the Governing State or under any other applicable law
or otherwise.
14. No delay on the part of the Bank in exercising any of its options,
powers, or rights, or partial or single exercise thereof, shall constitute a
waiver thereof. Neither this Agreement nor any provision hereof may be
modified, changed, waived, discharged or terminated orally, but only by an
instrument in writing, signed by the party against whom enforcement of the
modification, change, waiver, discharge or termination is sought. The Bank
shall have the right, for and in the name, place and stead of the Debtor, to
execute endorsements, assignments or other instruments of conveyance or transfer
with respect to any of the Collateral.
15. Notice of acceptance of this Agreement by the Bank is hereby waived.
This Agreement shall be immediately binding upon the Debtor and its successors
and assigns, whether or not the Bank signs this Agreement.
16. It is the intention of the parties (a) that this Agreement shall
constitute a continuing agreement applying to any and all future, as well as
existing transactions between the Debtor and the Bank; and (b) that the security
interest provided for herein shall attach to after-acquired as well as existing
Collateral, and the Obligations covered by this Agreement shall include future
advances and other value, as well as existing advances and other value, whether
or not similar to prior or existing advances or other value, and whether or not
the advances or value are or shall be given pursuant to commitment, all to the
maximum extent permitted by the Uniform Commercial Code of the Governing State.
17. Unless the context otherwise requires, all terms used herein which are
defined in the Uniform Commercial Code of the Governing State shall have the
meanings therein stated.
18. If this Agreement is signed by two or more parties as Debtors, they
shall be jointly and severally liable hereunder, and the term "Debtor" wherever
used in this Agreement shall mean the parties who have signed this Agreement and
each of them.
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19. Mailing Address of Debtor. For the purpose of Section 9.402(1) of the
Uniform Commercial Code, the address of the Debtor specified below under the
caption "Chief Executive Office" (or "Major Executive Office" address whenever
the Chief Executive Office is located outside of the United States) may be
designated as the Debtor's mailing address.
20. This Agreement shall be construed in accordance with and be governed
by the law of the Governing State.
21. Governing State: New York.
IN WITNESS WHEREOF, the Debtor has executed this Agreement or has caused
these presents to be executed and delivered by its proper corporate officer or
officers and caused its proper corporate seal to be hereto affixed, as of the
1st day of December, 1996.
(Check One)
[ ] Chief Executive Office
[ ] Major Executive Office MEDALLION FINANCIAL CORPORATION
By: /s/ Daniel F. Baker, Treasurer
---------------------------------
Address:
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Other Business Addresses and/or Location of Collateral (if none, state "None")
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Rider A to
Continuing General Security Agreement
Delivered By Medallion Financial Corporation
to Fleet Bank, N.A.
-------------------
The following is added at the end of Section 3.A. of the Continuing General
Security Agreement:
"the notes, instruments and documents evidencing the Borrower Loans, and all
property and rights, including without limitation Underlying Collateral, which
now or hereafter secure Borrower Loans and all rights and remedies of Debtor
with respect thereto; and any and all additions and accessions to the foregoing
Collateral, all substitutions and replacements therefor and all products and
proceeds thereof and proceeds of insurance thereon.
Definitions. As used herein:
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"Borrower Loan" shall mean any loan or advance made in the ordinary course
-------------
of business by Debtor to or for the account of any client or customer of Debtor
[resident in the United States of America]. Any loan, advance or extension of
credit made at a different point in time than another loan, advance or extension
of credit shall be deemed to be separate and distinct Borrower Loans.
"Medallion" shall mean the metal plate which displays the license number of
---------
a licensed Taxicab on the outside of the vehicle and which is issued by the New
York City Taxi and Limousine Commission, or by any other similar governmental
authority for a jurisdiction other than New York City charged with the authority
to issue licenses for the operation of Taxicabs.
"Medallion Loans" shall mean Borrower Loans secured in whole or in part by
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Medallion Rights.
"Medallion Rights" shall mean all license, operating and/or subscription
----------------
rights to Taxicab Medallion(s), and all license, operating and/or subscription
rights evidenced by such Medallions, and all renewals thereof, in which a
perfected security interest has been obtained by Debtor to secure the Borrower
Loan made by Debtor to such person, and assigned to the Bank, pursuant to this
Security Agreement.
"Taxicab" shall mean a motor vehicle carrying passengers for hire, duly
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licensed as a taxicab by the Taxi and Limousine Commission, or any other
Governmental Authority for a jurisdiction other than New York City, and
permitted to accept hails from passengers in the street.
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"Underlying Collateral" shall mean all of Debtor's rights with respect to,
---------------------
or interest in, any and all present and future Medallion Rights, equipment, real
property, fixtures, machinery, future accounts, accounts receivable,
receivables, contracts, contract rights, general intangibles, books, desks,
notes, bills, drafts, acceptances, choses in action, chattel paper, instruments,
documents and other forms of obligations and property, real, personal or mixed,
tangible or intangible, at any item owing to or owned by any person to whom
Debtor has made a Borrower Loan, or any guarantor of such person."
MEDALLION FINANCIAL CORPORATION
By: /s/ Daniel F. Baker, Treasurer
---------------------------------
(Title)
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