EXHIBIT 10.12
REVOLVING CREDIT NOTE
$5,000,000.00 No. 6
June 29, 1999
FOR VALUE RECEIVED, the undersigned, MEDALLION BUSINESS
CREDIT, LLC, a Delaware limited liability company (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 BANK LEUMI USA (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) FIVE MILLION DOLLARS ($5,000,000.00) 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 June
29, 1999, as amended, among the Borrower, Medallion Financial Corp., the banks
that from time to time are signatories thereto, the Swing Line Lender and Fleet
Bank, National Association, as Arranger and 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,
however, that the failure of the holder of this Note to insert any date or
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(h) and 9.1(i) 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 rate of interest
then 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 2% plus the rate of interest then 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.
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 BANK 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, Borrower has executed and delivered this
Note on the date first above written.
MEDALLION BUSINESS CREDIT, LLC
a Delaware limited liability company
By:/s/ Alvin Murstein
______________________________
Name: Alvin Murstein
Title: Chief Executive Officer
By:/s/ Daniel F. Baker
______________________________
Name: Daniel F. Baker
Title: Chief Financial Officer
-2-
Grid Schedule for Revolving Credit Note
Attached to and made partof the Revolving Credit Note,dated June
29, 1999, by Medallion Business Credit, LLC to the order of Bank
Leumi USA (the "Bank") pursuant to the Amended and Restated Loan
Agreement, dated as of June 29, 1999 among Medallion Financial
Corp., Medallion Business Credit, LLC, the banks that from time to
time are signatories thereto and Fleet Bank, N.A., as Arranger,
Swing Line Lender and Agent
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Loan Type Unpaid
(LIBO Rate Loan or Interest Period Amount of Principal
Prime Rate Loan) and Interest Rate Principal Paid Balance Name of
Principal (Borrowed or (LIBO Rate or Prepaid or (Balance Person Making
Date Amount Converted to) Loans only) Converted Continued) Notation
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