Amendment to Amended and Restated Revolving Secured Line of Credit



 Exhibit 4.1 
 AMENDMENT TO 
 AMENDED AND RESTATED REVOLVING LINE OF CREDIT 
 PROMISSORY NOTE 
 This Amendment is entered
into as of December 12, 2008 by and between the undersigned Borrower (the “Borrower”) and NEW YORK COMMERCIAL BANK (formerly known as ATLANTIC BANK OF NEW YORK) (the “Bank”). 
 WHEREAS, the Bank extended a revolving line of credit to the Borrower as evidenced by (i) an Amended and Restated Secured Line of Credit Promissory
Note dated March 6, 2006 in the principal balance of Six Million ($6,000,000); (ii) was subsequently increased to Eight Million Dollars ($8,000,000) by amendment dated March 22, 2007 and (iii) was subsequently amended by
amendment dated July 15, 2008 (the “Note”) (all documents and agreements executed by the Borrower in connection with the Note are hereinafter referred to, together with the Note, as the “Loan Documents”); and 
 WHEREAS, the Borrower has requested that the Bank make, and the Bank has agreed to make, certain further amendments to the Note. 
 NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 
 1. Any term not defined herein shall have the same meaning as in the Note. 
 2. Section 1 of the Note is hereby amended to amend and restate in its entirety the definition of “Eligible Loans” as follows: 
 “(b) ‘Eligible Loans’ shall mean a loan collateralized by Medallions which meet the eligibility requirements of and are made by Merrill
Lynch Commercial Finance Corp. (“Merrill Lynch”) pursuant to the Master Agreement, by the Lenders pursuant to the Citibank Master Agreement or by the Lender pursuant to the DZ Master Agreement or any related liquidity side letter.”

 3. Section 2 of the Note is hereby amended to add a new definition as follows: 
 “(g) ‘DZ Master Agreement’ shall mean the Loan and Security Agreement dated December 12, 2008 by and among Taxi Medallion Loan Trust
III (“Trust III”), Autobahn Funding Company LLC, as the Lender and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as the Agent, as the same may be amended or supplemented from time to time.” 
 4. Sections 1 and 2 under “Special Prepayments” are hereby amended and restated to read in their entirety as follows: 
 “1) In the event any Eligible Loan is sold, transferred or otherwise assigned to the Trust, Trust II or Trust III, or is in any other way repaid, the
Borrower shall immediately upon receipt of advanced funds by Merrill Lynch under the Master Agreement, by the Lenders under the Citibank Master Agreement or by the Lender under the DZ Master Agreement or any related liquidity side letter, pay to the
Bank the full amount advanced hereunder in respect of such Eligible Loan, and shall deliver to the Bank such information in respect of such sale, transfer or assignment as the Bank may reasonably request. 
  

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 2) If within thirty (30) days after any advance under this Note the related Eligible Loan is not
sold, transferred or otherwise assigned to the Trust, Trust II or Trust III, then the Borrower shall immediately repay the Bank the amount of such advance, together with interest accrued thereon per the terms of the Note.” 
 5. The first sentence of Section 3(c) of the Note is hereby amended and restated to read in its entirety as follow: 
 “The Notice shall be accompanied by a copy of the Note evidencing the Eligible Loan, which Note shall be in the form of Exhibit A hereto and
otherwise in conformity with the requirements of the Master Agreement, the Citibank Master Agreement or the DZ Master Agreement, as the case may be.” 
 6. The first parenthetical in Section 5(b) of the Note is hereby amended and restated to read in its entirety as follows: 
 “(subject to all events to the Master Agreement, the Citibank Master Agreement and the DZ Master Agreement)” 
 7. Section 8(d) of the Note is hereby amended and restated to read in its entirety as follows: 
 “(d) Execution of this Note does not violate any material contractual or other obligation of Borrower with any other financial institution or other third party, including, without limitation, the Master Agreement, the Citibank Master
Agreement and the DZ Master Agreement.” 
 8. Section 9(e)(v) of the Note is hereby amended and restated to read in its entirety as
follows: 
 “(v) the occurrence of a default or Event of Default under the Master Agreement, under the Citibank Master Agreement or under
the DZ Master Agreement that remains uncured beyond any applicable grace period.” 
 9. Section 10(c)(vi) of the Note is hereby
amended and restated to read in its entirety as follows: 
 “(vi) Liens contemplated by the Master Agreement, the Citibank Master
Agreement or the DZ Master Agreement” 
 10. Section 11(h) of the Note is hereby amended and restated to read in its entirety as
follows: 
 “(h) there exists a default or Event of Default under the Master Agreement, under the Citibank Master Agreement or under the
DZ Master Agreement remaining uncured after the expiration of any applicable grace period; or” 
  

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 11. The Borrower hereby represents and warrants to the Bank that: 
  

	 	(a)	Each and every one of the representations and warranties set forth in the Loan Documents 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 under the Loan Documents 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. 

 12. Except as set forth herein and amended and modified hereby, the Note and the
other Loan Documents have not been amended or modified and remain in full force and effect. 
 13. Borrower waives any offset defense or
counterclaim Borrower may now have or may have in the future with regard to the Note and the other Loan Documents. 
 14. This Amendment
shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. 
 15. This Amendment may be executed in counterparts, which when taken together shall constitute one and the same instrument. 
 IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered on the date first written above. 
  

			
	MEDALLION FUNDING CORP.
		
	By:	 	 /s/ Brian S. O’Leary

	Name:	 	Brian S. O’Leary
	Title:	 	Chief Operating Officer
	
	NEW YORK COMMERCIAL BANK
	(f/k/a ATLANTIC BANK OF NEW YORK)
		
	By:	 	 /s/ Christopher Lynch

	Name:	 	Christopher Lynch
	Title:	 	Vice President

  

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