Exhibit 10.6
AMENDMENT NUMBER FIVE TO LOAN AGREEMENT
AMENDMENT, dated as of January 28, 1997, to the Loan Agreement, dated as of
March 27, 1992 (as amended, modified, or supplemented from time to time, the
"Agreement"), among Medallion Funding Corp. ("Borrower"), the banks signatory
thereto (the "Banks"), and Fleet Bank, NA (formerly National Westminster Bank
USA) as agent for the Banks and as a Bank. Terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Agreement.
WHEREAS, some of the Banks wish to increase their respective Revolving
Credit Commitments;
NOW, THEREFORE, in consideration of the foregoing premises and intending to
be legally bound effective as of the date first above written, the parties
hereto hereby agree as follows:
1. AMENDMENT OF EXHIBIT A. Upon the effective date of this Amendment,
each Bank agrees to increase or maintain its Revolving Credit Commitment to be
as set forth in Exhibit A attached hereto. Exhibit A to the Agreement is
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amended and replaced with Exhibit A attached hereto.
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2. AMENDMENT OF SECTION 10.4. Section 10.4 of the Agreement is hereby
amended to substitute for the address of the Agent the following: "to Fleet at
its address set forth on Exhibit A".
3. DELIVERY OF NEW NOTES AND RETURN OF OLD NOTES. On or before the
effective date of this Amendment, the Borrower will deliver to each Bank a
replacement Revolving Credit Note reflecting such Bank's increased Revolving
Credit Commitment in replacement of such Bank's existing Revolving Credit Note
(the "Old Note"). Promptly after the effective date of this Amendment, each
Bank will return to the Borrower such Bank's Old Note marked "canceled".
4. EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall be effective as
of the date first above written provided that the Borrower shall have received
counterparts of (i) this Amendment duly signed by the Borrower and each of the
Banks. Promptly after the effective date of this Amendment, the Borrower shall
deliver fully executed counterparts of this Amendment to each of the Banks, and
the Agreement shall consist of the Agreement as previously amended, modified and
supplemented and as amended by this Amendment.
5. NO OTHER AMENDMENTS. Except as expressly provided in this Amendment,
all of the terms and conditions of the Agreement and the other Loan Documents
shall remain in full
force and effect.
6. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by each party on a separate counterpart, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one instrument. In proving this Amendment, it shall
not be necessary to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers duly authorized as of the day and year
first above written.
MEDALLION FUNDING CORP.
By: /s/ Alvin Murstein
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Alvin Murstein, Chief Executive Officer
By: /s/ Daniel F. Baker
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Daniel F. Baker, Treasurer and
Chief Financial Officer
FLEET BANK, N.A.
By: /s/ Michael B. Moschetta
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Title: Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Matt A. Ross
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Title: Director
HARRIS TRUST AND SAVINGS BANK
By: /s/ [signature illegible]
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Title: Vice President
BANK OF TOKYO - MITSUBISHI TRUST COMPANY
By: /s/ Amanda Ryan
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Title: Vice President
BANK LEUMI TRUST COMPANY OF NEW YORK
By: /s/ Paul Tine
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Title: Vice President
By: /s/ [signature illegible]
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Title:
EUROPEAN AMERICAN BANK
By: /s/ [signature illegible]
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Title: Vice President
ISRAEL DISCOUNT BANK OF NEW YORK
By: /s/ Robert J. Fainelli
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Title: Vice President
By: /s/ Robert E. Stark
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Title: Senior Vice President
SCHEDULE I
(as amended
January 28, 1997)
Revolving Credit
Name and Address of Bank Facility Available Percentage
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Fleet Bank N.A.*
595 Fifth Ave
New York, New York 10036 $ 25,000,000 250/1050
The First National
Bank of Boston
100 Federal Street
Boston, Massachusetts 02110 $ 22,500,000 225/1050
Harris Trust and Savings Bank
111 West Monroe
Chicago, IL 60690 $ 15,000,000 150/1050
Bank Tokyo - Mitsubishi Trust Company
1251 Ave of the Americas
New York, New York 10016 $ 12,500,000 125/1050
Israel Discount Bank of New York
511 Fifth Avenue
New York, New York 10022 $ 10,000,000 100/1050
European American Bank
335 Madison Avenue
New York, New York 10017 $ 10,000,000 100/1050
Bank Leumi Trust Company of NY
562 Fifth Ave
New York, NY 10036 $ 10,000,000 100/1050
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TOTAL FACILITIES $105,000,000
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*In addition, NatWest has $2,000,000 outstanding in Fleet Bank Existing Term
Note, which matures in 7/97.
This agreement is secured by a perfected security interest in all of the
Licensee's assets. Fleet Bank NA acts as collateral agent on behalf of the
entire banking group. Medallion Funding Corp. does not have any other
outstanding liens.