<PAGE>
                                                                   Exhibit 10.44

--------------------------------------------------------------------------------


                             STOCK PLEDGE AGREEMENT
                             ----------------------


                           DATED as of April 30, 2001


                                     between


                            MEDALLION FINANCIAL CORP.

                                       and

                          FLEET NATIONAL BANK, as Agent
                               and secured party,
                               for the benefit of

                                  THE BANKS AND

        THE HOLDERS OF COMMERCIAL PAPER ISSUED BY MEDALLION FUNDING CORP.


--------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<S>                                                                             <C>
1.    Pledge of Stock, etc. ...................................................  2
      ---------------------
1.1.    Pledge of Stock .......................................................  2
        ---------------
1.2.    Additional Stock ......................................................  2
        ----------------
1.3.    Pledge of Cash Collateral Account .....................................  3
        ---------------------------------
2.    Definitions .............................................................  3
      -----------
3.    Security for Obligations ................................................  3
      ------------------------
4.    Liquidation, Recapitalization, etc. .....................................  4
      -----------------------------------
4.1.    Distributions Paid to Agent ...........................................  4
        ---------------------------
4.2.    Cash Collateral Account ...............................................  4
        -----------------------
4.3.    Company's Rights to Cash Collateral, etc. .............................  5
        -----------------------------------------
5.    Warranty of Title; Authority ............................................  5
      ----------------------------
6.    Dividends, Voting, etc., Prior to Maturity ..............................  6
      ------------------------------------------
7.    Remedies ................................................................  6
      --------
7.1.    In General ............................................................  6
        ----------
7.2.    Sale of Stock Collateral ..............................................  8
        ------------------------
7.3.    Registration of Stock ................................................. 11
        ---------------------
7.4.    Private Sales ......................................................... 12
        -------------
7.5.    Company's Agreements, etc. ............................................ 12
        -------------------------
7.6.    Waiver by Agent or Banks .............................................. 13
        ------------------------
8.    Release of Collateral; Subordination of Lien ............................ 13
      --------------------------------------------
9.    Marshalling ............................................................. 14
      -----------
10.     Company's Obligations Not Affected .................................... 15
        ----------------------------------
11.   Transfer, etc., by Company .............................................. 15
      --------------------------
12.   Further Assurances ...................................................... 16
      ------------------
13.   Agent's Exoneration ..................................................... 16
      -------------------
14.   Indemnity ............................................................... 17
      ---------
15.   Banks' Freedom of Dealing ............................................... 18
      -------------------------
16.   Agent May Perform; Actions of Agent ..................................... 18
      -----------------------------------
17.   Agent's Duties .......................................................... 19
      --------------
18.   Resignation of Agent; Successor Agent ................................... 20
      -------------------------------------
19.   No Waiver, etc. ......................................................... 21
      ---------------
20.   Notice, etc. ............................................................ 21
      ------------
21.   Termination ............................................................. 21
      -----------
22.   Overdue Amounts ......................................................... 21
      ---------------
23.   CP Holders .............................................................. 21
      ----------
24.   Governing Law; Consent to Jurisdiction .................................. 22
      --------------------------------------
25.   Waiver of Jury Trial .................................................... 22
      --------------------
26.   Miscellaneous ........................................................... 22
      -------------
</TABLE>






<PAGE>

                             STOCK PLEDGE AGREEMENT
                             ----------------------

     This STOCK PLEDGE AGREEMENT is made as of April 30, 2001, by and between
MEDALLION FINANCIAL CORP., a Delaware corporation (the "Company"), and FLEET
NATIONAL BANK, a national banking association, as agent (hereinafter in such
capacity, the "Administrative Agent") for itself and the other banking
institutions (hereinafter, collectively, the "Banks") which are or may become
parties to an Amended and Restated Loan Agreement dated as of December 24, 1997
(as amended and in effect from time to time, the "Loan Agreement"), among
Medallion Funding Corp. ("Funding"), the Banks and the Administrative Agent and
as collateral agent for the Administrative Agent, the Banks and the CP Holders
(as defined in the Loan Agreement) (in such capacity, the "Agent").

     WHEREAS, the Company is the direct legal and beneficial owner of all of the
issued and outstanding shares of each class of the capital stock of the
corporation described on Annex A (the "Subsidiary"); and
                         ----- -
     WHEREAS, it is a condition to the effectiveness of Amendment No. 1 that the
Company execute and deliver to the Agent, for the benefit of the Banks and the
Agent, a pledge agreement in substantially the form hereof; and

     WHEREAS, the Banks are willing to consent to the grant of the security
interest in the Collateral to the Agent for the benefit of the CP Holders (in
addition to the Banks and the Agent), provided that in the case of each of the
CP Holders such security interest granted to the Agent for such CP Holder's
benefit shall only be effective to the extent that such CP Holder has (a)
designated the Agent as collateral agent for such CP Holder for purposes of this
Agreement on terms and conditions satisfactory to the Agent and with duties
consistent with those necessary to enable the Agent (in its opinion) to perform
its duties as collateral agent under this Agreement, (b) consented to and agreed
to be bound by the terms of this Agreement and to the Agent, entering into this
Agreement on such CP Holder's behalf, and (c) agreed to indemnify the Agent, in
a manner satisfactory to the Agent, with respect to the Agent's responsibilities
as collateral agent under this Agreement on such CP Holder's behalf; and

     WHEREAS, by accepting the security granted by, and the other benefits of,
this Agreement, each CP Holder shall be deemed to have

<PAGE>

                                      -2-

(a) designated the Agent as collateral agent for such CP Holder for purposes of
this Agreement on the terms and conditions set forth herein, (b) consented to
the terms of this Agreement and to the Agent, entering into this Agreement on
such CP Holder's behalf, and (c) agreed to indemnify the Agent, pursuant to the
terms of this Agreement, as collateral agent under this Agreement on such CP
Holder's behalf; and

     WHEREAS, the Company wishes to grant pledges and security interests in
favor of the Agent, for the benefit of the Banks, the CP Holders and the Agent,
as herein provided;

     NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

     1. Pledge of Stock, etc.

          1.1. Pledge of Stock. The Company hereby pledges, assigns, grants a
               ---------------
     security interest in, and delivers to the Agent, for the benefit of the
     Banks, the CP Holders, the Administrative Agent and the Agent, all of the
     shares of capital stock of the Subsidiary of every class, as more fully
     described on Annex A hereto, to be held by the Agent, for the ratable
                  ----- -
     benefit of the Banks, the CP Holders, the Administrative Agent and the
     Agent, subject to the terms and conditions hereinafter set forth. The
     certificates for such shares, accompanied by undated stock powers or other
     appropriate instruments of assignment thereof duly executed in blank by the
     Company, have been delivered to the Agent.

          1.2. Additional Stock. In case the Company shall acquire any
               ----------------
     additional shares of the capital stock of the Subsidiary or corporation
     which is the successor of the Subsidiary, or any securities exchangeable
     for or convertible into shares of such capital stock of any class of the
     Subsidiary, by purchase, stock dividend, stock split or otherwise, then the
     Company shall forthwith deliver to and pledge such shares or other
     securities to the Agent, for the benefit of the Banks, the CP Holders, the
     Administrative Agent and the Agent, under this Agreement and shall deliver
     to the Agent forthwith any certificates therefor, accompanied by undated
     stock powers or other appropriate instruments of assignment duly executed
     by the Company in blank. The Company agrees that the Agent may from time to

<PAGE>

                                      -3-

     time attach as Annex A hereto an updated list of the shares of capital
                    ----- -
     stock or securities at the time pledged with the Agent hereunder.

          1.3. Pledge of Cash Collateral Account. The Company also hereby
               ---------------------------------
     pledges, assigns, grants a security interest in, and delivers to the Agent,
     for the benefit of the Banks, the CP Holders, the Administrative Agent and
     the Agent, the Cash Collateral Account and all of the Cash Collateral as
     such terms are hereinafter defined.

     2. Definitions. The term "Obligations" shall have the meaning provided
        -----------
therefor in the Borrower Security Agreement (as defined in the Loan Agreement);
all other capitalized terms used herein without definition shall have the
respective meanings provided therefor in the Loan Agreement. Terms used herein
and not defined in the Loan Agreement or otherwise defined herein that are
defined in the Loan Agreement have such defined meanings herein, unless the
context otherwise indicated or requires, and the following terms shall have the
following meanings:

     Cash Collateral. See (S).4.
     ---------------

     Cash Collateral Account. See (S).4.
     -----------------------

     Stock. The shares of stock described in Annex A attached hereto and any
     -----                                   ----- -
additional shares of stock at the time pledged with the Agent hereunder.

     Stock Collateral. The property at any time pledged to the Agent hereunder
     ----------------
(whether described herein or not) and all income therefrom, increases therein
and proceeds thereof, including without limitation that included in Cash
Collateral, but excluding from the definition of "Stock Collateral" any income,
increases or proceeds received by the Company to the extent expressly permitted
by (S).6.

     Time Deposits.  See (S).4.
     -------------

     3. Security for Obligations. This Agreement and the security interest in
        ------------------------
and pledge of the Stock Collateral hereunder are made with and granted to the
Agent, for the benefit of the Banks, the CP Holders, the Administrative Agent
and the Agent, as security for the payment and performance in full of all the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders.

<PAGE>

                                      -4-

4.   Liquidation, Recapitalization, etc.
     ----------------------------------

          4.1. Distributions Paid to Agent. Any sums or other property paid or
               ---------------------------
distributed upon or with respect to any of the Stock, whether by dividend or
redemption or upon the liquidation or dissolution of the issuer thereof or
otherwise, shall, except to the limited extent provided in (S).6, be paid over
and delivered to the Agent to be held by the Agent, for the benefit of the
Banks, the CP Holders, the Administrative Agent and the Agent, as security for
the payment and performance in full of all of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders. In case,
pursuant to the recapitalization or reclassification of the capital of the
issuer thereof or pursuant to the reorganization thereof, any distribution of
capital shall be made on or in respect of any of the Stock or any property shall
be distributed upon or with respect to any of the Stock, the property so
distributed shall be delivered to the Agent, for the benefit of the Banks, the
CP Holders, the Administrative Agent and the Agent, to be held by it as security
for the Obligations and of the obligations in respect of the Permitted Debt
owing to the CP Holders. Except to the limited extent provided in (S).6, all
sums of money and property paid or distributed in respect of the Stock, whether
as a dividend or upon such a liquidation, dissolution, recapitalization or
reclassification or otherwise, that are received by the Company shall, until
paid or delivered to the Agent, be held in trust for the Agent, for the benefit
of the Banks, the CP Holders, the Administrative Agent and the Agent, as
security for the payment and performance in full of all of the Obligations and
of the obligations in respect of the Permitted Debt owing to the CP Holders.

          4.2. Cash Collateral Account. All sums of money that are delivered to
               -----------------------
the Agent pursuant to this (S).4 shall be deposited into an interest bearing
account with the Agent (the "Cash Collateral Account"). Some or all of the funds
from time to time in the Cash Collateral Account may be invested in time
deposits, including, without limitation, certificates of deposit issued by the
Agent (such certificates of deposit or other time deposits being hereinafter
referred to, collectively, as "Time Deposits"), that are satisfactory to the
Agent after consultation with the Company, provided, that, in each such case,
                                           --------
arrangements satisfactory to the Agent are made and are in place to perfect and
to insure the first priority of the Agent's security interest

<PAGE>

                                      -5-

     therein. Interest earned on the Cash Collateral Account and on the Time
     Deposits, and the principal of the Time Deposits at maturity that is not
     invested in new Time Deposits, shall be deposited in the Cash Collateral
     Account. The Cash Collateral Account, all sums from time to time standing
     to the credit of the Cash Collateral Account, any and all Time Deposits,
     any and all instruments or other writings evidencing Time Deposits and any
     and all proceeds or any thereof are hereinafter referred to as the "Cash
     Collateral."

          4.3. Company's Rights to Cash Collateral, etc. Except as otherwise
               ----------------------------------------
     expressly provided in (S).16, the Company shall have no right to withdraw
     sums from the Cash Collateral Account, to receive any of the Cash
     Collateral or to require the Agent to part with the Agent's possession of
     any instruments or other writings evidencing any Time Deposits.

     5. Warranty of Title; Authority. The Company hereby represents and warrants
        ----------------------------
that: (i) the Company has good and marketable title to, and is the sole record
and beneficial owner of, the Stock described in (S).1, subject to no pledges,
liens, security interests, charges, options, restrictions or other encumbrances
except the pledge and security interest created by this Agreement and Permitted
Liens, (ii) all of the Stock described in (S).1 is validly issued, fully paid
and non-assessable, (iii) the Company has full power, authority and legal right
to execute, deliver and perform its obligations under this Agreement and to
pledge and grant a security interest in all of the Stock Collateral pursuant to
this Agreement, and the execution, delivery and performance hereof and the
pledge of and granting of a security interest in the Stock Collateral hereunder
have been duly authorized by all necessary corporate or other action and do not
contravene any law, rule or regulation or any provision of the Company's charter
documents or by-laws or of any judgment, decree or order of any tribunal or of
any agreement or instrument to which the Company is a party or by which it or
any of its property is bound or affected or constitute a default thereunder, and
(iv) the information set forth in Annex A hereto relating to the Stock is true,
                                  ----- -
correct and complete in all respects. The Company covenants that it will defend
the rights of the Banks, the CP Holders, the Administrative Agent and the Agent
and security interest of the Agent, for the benefit of the Banks, the CP
Holders, the Administrative Agent and the Agent, in such Stock against the
claims and demands of all other persons whomsoever. The Company further
covenants that it will have the like title to and right to pledge and grant a
security interest in the Stock Collateral

<PAGE>

                                      -6-

hereafter pledged or in which a security interest is granted to the Agent
hereunder and will likewise defend the rights, pledge and security interest
thereof and therein of the Banks, the CP Holders, the Administrative Agent and
the Agent.

     6.   Dividends, Voting, etc., Prior to Maturity. So long as no Default or
          ------------------------------------------
Event of Default shall have occurred and be continuing, the Company shall be
entitled to receive all cash dividends paid in respect of the Stock, to vote the
Stock and to give consents, waivers and ratifications in respect of the Stock;
provided, however, that no vote shall be cast or consent, waiver or ratification
--------  -------
given by the Company if the effect thereof would in the reasonable judgment of
the Required Banks impair any of the Stock Collateral or be inconsistent with or
result in any violation of any of the provisions of the Loan Agreement or any of
the other Loan Documents. All such rights of the Company to receive cash
dividends shall cease in case a Default or an Event of Default shall have
occurred and be continuing. All such rights of the Company to vote and give
consents, waivers and ratifications with respect to the Stock shall, at the
Agent's option, as evidenced by the Agent's notifying the Company of such
election, cease in case a Default or an Event of Default shall have occurred and
be continuing.

     7.   Remedies.
          --------

               7.1. In General. If a Default or an Event of Default shall have
                    ----------
     occurred and be continuing, the Agent shall thereafter have the following
     rights and remedies (to the extent permitted by applicable law) in addition
     to the rights and remedies of a secured party under the Uniform Commercial
     Code of the State of New York (the "New York UCC"), all such rights and
     remedies being cumulative, not exclusive, and enforceable alternatively,
     successively or concurrently, at such time or times as the Agent deems
     expedient:

                    (a) if the Agent so elects and gives notice of such election
               to the Company, the Agent may vote any or all shares of the Stock
               (whether or not the same shall have been transferred into its
               name or the name of its nominee or nominees) for any lawful
               purpose, including, without limitation, if the Agent so elects,
               for the liquidation of the assets of the issuer thereof, and give
               all consents, waivers and ratifications in respect of the Stock
               and otherwise act with respect thereto as though it were the
               outright owner


<PAGE>

                                      -7-

     thereof (the Company hereby irrevocably constituting and appointing the
     Agent the proxy and attorney-in-fact of the Company, with full power of
     substitution, to do so);

          (b) the Agent may demand, sue for, collect or make any compromise or
     settlement the Agent deems suitable in respect of any Stock Collateral;

          (c) the Agent may sell, resell, assign and deliver, or otherwise
     dispose of any or all of the Stock Collateral, for cash or credit or both
     and upon such terms at such place or places, at such time or times and to
     such entities or other persons as the Agent thinks expedient, all without
     demand for performance by the Company or any notice or advertisement
     whatsoever except as expressly provided herein or as may otherwise be
     required by law;

          (d) the Agent may cause all or any part of the Stock held by it to be
     transferred into its name or the name of its nominee or nominees; and

          (e) the Agent may set off against the Obligations and of the
     obligations in respect of the Permitted Debt owing to the CP Holders any
     and all sums deposited with it or held by it, including without limitation,
     any sums standing to the credit of the Cash Collateral Account and any Time
     Deposits issued by the Agent.

          (f) Each of the Banks and CP Holders (with the CP Holders being deemed
     to so agree by accepting the security interests granted hereunder and the
     other benefits provided hereby) acknowledges and agrees that (i) it shall
     only have recourse to the Collateral through the Agent and that it shall
     have no independent recourse to the Collateral and (ii) the Agent shall
     have no obligation to take any action, or refrain from taking any action,
     except upon instructions from the Required Banks in accordance with the
     provisions hereunder. To the extent that the Agent, acting as Agent
     hereunder, exercises any rights or omits to exercise any rights under this
     Agreement at any time for the benefit of the Administrative Agent or the
     Banks (whether requested by the Required Banks thereunder or otherwise)
     with respect to any of the Collateral, such exercise or omission shall
     likewise be deemed to be authorized by the CP Holders

<PAGE>

                                      -8-

     and the Paying Agent for performance (or omission) by the Agent hereunder
     for the benefit of the CP Holders. In furtherance of the foregoing, the
     Agent may exercise (or omit to exercise) all rights requested by the
     Required Banks under this Agreement without first giving notice or
     consulting with any CP Holder or the Paying Agent.

     7.2. Sale of Stock Collateral. In the event of any disposition of the Stock
          ------------------------
Collateral as provided in clause (c) of (S).7.1, the Agent shall give to the
Company at least five Business Days prior written notice of the time and place
of any public sale of the Stock Collateral or of the time after which any
private sale or any other intended disposition is to be made. The Company hereby
acknowledges that five Business Days prior written notice of such sale or sales
shall be reasonable notice. The Agent may enforce its rights hereunder without
any other notice and without compliance with any other condition precedent now
or hereunder imposed by statute, rule of law or otherwise (all of which are
hereby expressly waived by the Company, to the fullest extent permitted by law).
The Agent may buy any part or all of the Stock Collateral at any public sale and
if any part or all of the Stock Collateral is of a type customarily sold in a
recognized market or is of the type which is the subject of widely-distributed
standard price quotations, the Agent may buy at private sale and may make
payments thereof by any means. The Agent may apply the cash proceeds actually
received from any sale or other disposition to the reasonable expenses of
retaking, holding, preparing for sale, selling and the like, to reasonable
attorneys' fees, travel and all other expenses which may be incurred by the
Agent in attempting to collect the Obligations and of the obligations in respect
of the Permitted Debt owing to the CP Holders or to enforce this Agreement or in
the prosecution or defense of any action or proceeding related to the subject
matter of this Agreement, and then to the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders in accordance with this
(S).7.2. The proceeds of any collection or sale of, or other realization upon,
all or any part of the Stock Collateral shall be applied by the Agent in the
following order of priority:

     first, to payment of the expenses of sale or other realization, including
reasonable compensation to the Agent and its agents and counsel and all
expenses, liabilities, advances incurred or made by the Agent in connection

<PAGE>

                                      -9-

therewith, and any other unreimbursed expenses for which the Agent is to be
reimbursed under this Agreement;

     second, to the payment of the Obligations (after taking into account
amounts not then due and payable) and of the obligations in respect of the
Permitted Debt owing to the CP Holders and the CP Debt (to the extent it
constitutes Permitted Debt), pro rata in accordance with the respective
                             --- ----
outstanding balances thereof (including principal, interest, fees and all other
amounts due thereunder); and

     third, after indefeasible payment in full of all Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders and all CP
Debt, to payment to the Company or Funding or its successors and assigns, or as
a court of competent jurisdiction may direct, of any surplus then remaining from
such proceeds.

     The Agent may make distributions hereunder in cash or in kind, but such
distributions to the Banks shall in all events be made pro rata on the basis of
the respective Exposure Percentages of the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders. Distributions made under
clause "second" above may also be made in a combination of cash or property, but
distributions to the Banks shall be made pro rata on the basis of the respective
Exposure Percentages of the Obligations and of the obligations in respect of the
Permitted Debt owing to the CP Holders. Distributions made under clauses "first"
and "third" may also be made in a combination of cash or property. Any
deficiency remaining, after application of such cash or cash proceeds to the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders, shall continue to be Obligations and of the obligations in respect
of the Permitted Debt owing to the CP Holders for which the Company or Funding
remains liable.

     In making the determinations and allocations required by this (S).7.2 or
otherwise by this Agreement, the Agent may rely upon information supplied by the
Banks as to the amounts of the Obligations and of the obligations in respect of
the Permitted Debt owing to the CP Holders held by them and supplied by the CP
Holders or the Paying Agent as to the

<PAGE>

                                      -10-

amounts owed on the CP Debt, or as to other matters (with each such matter being
conclusively deemed to be proved or established by a certificate executed by an
officer of such Person), and the Agent shall have no liability to any of the
Banks, the Paying Agent or any of the CP Holders for actions taken in reliance
upon such information. All distributions made by the Agent pursuant to this
(S).7.2 shall be final, and the Agent shall have no duty to inquire as to the
application by the Banks, the Paying Agent or the CP Holders of any amount
distributed to them. However, if at any time the Agent determines that an
allocation was based upon a mistake of fact (including without limitation,
mistakes based on an assumption that principal or interest or any other amount
has been paid by payments that are subsequently recovered from the recipient
thereof through the operation of any bankruptcy, reorganization, insolvency or
other laws or otherwise), the Agent may in its discretion, but shall not,
subject to this (S).7.2, be obligated to, adjust subsequent allocations and
distributions hereunder so that, on a cumulative basis, the Banks and the CP
Holders receive the distributions to which they would have been entitled if such
mistake of fact had not been made. If any dispute or disagreement shall arise as
to the allocation of any sum of money received by the Agent hereunder or under
any Security Document, the Agent shall have the right to deliver such sum to a
court of competent jurisdiction and therein commence an action for interpleader.
If, through the operation of any bankruptcy, reorganization, insolvency or other
laws or otherwise, the security interests created hereby are enforced with
respect to some, but not all, of the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders and the CP Debt, the Agent
shall nonetheless apply the proceeds for the benefit of the Banks and the CP
Holders in the proportion and subject to the priorities of (S).7.2 hereof. Only
after such applications, and after payment by the Agent of any amount required
by (S).9-504(1)(c) of the New York UCC, need the Agent account to the Company
for any surplus. To the extent that any of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders are to be
paid or performed by a person other than the Company, the Company waives and
agrees not to assert any rights or privileges which it may have under (S).9-112
of the New York UCC.

     If any Bank, the Paying Agent or any CP Holder (with the CP Holders being
deemed to so agree by accepting the security

<PAGE>

                                      -11-

interests granted hereunder and the other benefits provided hereby) acquires
custody, control or possession of any Stock Collateral or proceeds therefrom,
other than pursuant to the terms of this Agreement, such Bank, the Paying Agent
or such CP Holder shall promptly cause such Stock Collateral or proceeds to be
delivered to or put in the custody, possession or control of the Agent or, if
the Agent shall so designate, an agent of the Agent (which agent may be a branch
or affiliate of the Agent, the Administrative Agent or any Bank) in the same
form of payment received, with appropriate endorsements, in the country in which
such Stock Collateral is held for distribution in accordance with the provisions
of this Section. Until such time as the provisions of the immediately preceding
sentence have been complied with, such Bank, the Paying Agent or such CP Holder
shall be deemed to hold such Stock Collateral and proceeds in trust for the
Agent.

     7.3. Registration of Stock. If the Agent shall determine to exercise its
          ---------------------
right to sell any or all of the Stock pursuant to this (S).7, and if in the
opinion of counsel for the Agent it is necessary, or if in the reasonable
opinion of the Agent it is advisable, to have the Stock, or that portion thereof
to be sold, registered under the provisions of the Securities Act of 1933, as
amended (the "Securities Act"), the Company agrees to use its best efforts to
cause the issuer of the Stock contemplated to be sold, to execute and deliver,
and cause the directors and officers of such issuer to execute and deliver, all
at the Company's expense, all such instruments and documents, and to do or cause
to be done all such other acts and things as may be necessary or, in the
reasonable opinion of the Agent, advisable to register such Stock under the
provisions of the Securities Act and to cause the registration statement
relating thereto to become effective and to remain effective for a period of 9
months from the date such registration statement became effective, and to make
all amendments thereto or to the related prospectus or both that, in the
reasonable opinion of the Agent, are necessary or advisable, all in conformity
with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. The Company agrees to use
its best efforts to cause such issuer to comply with the provisions of the
securities or "Blue Sky" laws of any jurisdiction which the Agent shall
designate and to cause such issuer to make available to its security holders, as
soon as practicable, an

<PAGE>

                                      -12-

earnings statement (which need not be audited) which will satisfy the provisions
of (S).11(a) of the Securities Act.

     7.4. Private Sales. The Company recognizes that the Agent may be unable to
          -------------
effect a public sale of the Stock by reason of certain prohibitions contained in
the Securities Act, federal banking laws, and other applicable laws, but may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers. The Company agrees that any such private sales may be at prices
and other terms less favorable to the seller than if sold at public sales and
that such private sales shall not by reason thereof be deemed not to have been
made in a commercially reasonable manner. The Agent shall be under no obligation
to delay a sale of any of the Stock for the period of time necessary to permit
the issuer of such securities to register such securities for public sale under
the Securities Act, or such other federal banking or other applicable laws, even
if the issuer would agree to do so. Subject to the foregoing, the Agent agrees
that any sale of the Stock shall be made in a commercially reasonable manner,
and the Company agrees to use its best efforts to cause the issuer of the Stock
contemplated to be sold, to execute and deliver, and cause the directors and
officers of such issuer to execute and deliver, all at the Company's expense,
all such instruments and documents, and to do or cause to be done all such other
acts and things as may be necessary or, in the reasonable opinion of the Agent,
advisable to exempt such Stock from registration under the provisions of the
Securities Act, and to make all amendments to such instruments and documents
which, in the opinion of the Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto. The
Company further agrees to use its best efforts to cause such issuer to comply
with the provisions of the securities or "Blue Sky" laws of any jurisdiction
which the Agent shall designate and, if required, to cause such issuer to make
available to its security holders, as soon as practicable, an earnings statement
(which need not be audited) which will satisfy the provisions of (S).11(a) of
the Securities Act.

     7.5. Company's Agreements, etc. The Company further agrees to do or cause
          -------------------------
to be done all such other acts and things as may be reasonably necessary to make
any sales of any portion or all of the Stock pursuant to this (S)7 valid and
binding and in

<PAGE>

                                      -13-

     compliance with any and all applicable laws (including, without limitation,
     the Securities Act, the Securities Exchange Act of 1934, as amended, the
     rules and regulations of the Securities and Exchange Commission applicable
     thereto and all applicable state securities or "Blue Sky" laws),
     regulations, orders, writs, injunctions, decrees or awards of any and all
     courts, arbitrators or governmental instrumentalities, domestic or foreign,
     having jurisdiction over any such sale or sales, all at the Company's
     expense. The Company further agrees that a breach of any of the covenants
     contained in this (S)7 will cause irreparable injury to the Agent, the CP
     Holders, the Administrative Agent and the Banks, that the Agent, the CP
     Holders, the Administrative Agent and the Banks have no adequate remedy at
     law in respect of such breach and, as a consequence, agrees that each and
     every covenant contained in this (S)7 shall be specifically enforceable
     against the Company by the Agent and the Company hereby waives and agrees
     not to assert any defenses against an action for specific performance of
     such covenants.

         7.6 Waiver by Agent or Banks. The Agent's or any Bank's failure at any
             ------------------------
     time or times hereafter to require strict performance by either the Company
     or Funding of any of the provisions, warranties, terms and conditions
     contained in this Agreement or any of the Loan Documents shall not waive,
     affect or diminish any right of the Agent, the Administrative Agent or any
     Bank at any time or times hereafter to demand strict performance therewith
     and with respect to any other provisions, warranties, terms and conditions
     contained in this Agreement or any of the Loan Documents, and any waiver of
     any Default or Event of Default shall not waive or affect any other Default
     or Event of Default, whether prior or subsequent thereto, and whether of
     the same or a different type. None of the warranties, conditions,
     provisions and terms contained in this Agreement or any other Loan
     Documents shall be deemed to have been waived by any act or knowledge of
     the Agent, the Administrative Agent or any Bank, or their respective
     agents, officers or employees except by an instrument in writing signed by
     an officer of the Agent, the Administrative Agent or such Bank and directed
     to the Company or Funding specifying such waiver.

     8. Release of Collateral; Subordination of Lien. The Agent, for the benefit
        --------------------------------------------
of itself, the Banks, the Administrative Agent and the CP Holders is hereby
authorized, upon receipt of a request from either the

<PAGE>

                                      -14-

Company or Funding, to release any Stock Collateral and to provide such releases
with respect to any Stock Collateral in connection with any sale, exchange or
other disposition thereof permitted under the Loan Agreement so long as (i) the
Agent obtains a first priority perfected security interest in any non-cash
proceeds of such sale, exchange or other disposition and (ii) any net cash
proceeds of such sale, exchange or other disposition are paid in accordance with
the provisions hereunder. Whether or not so instructed by the Required Banks,
the Agent may release any Stock Collateral and may provide any release,
termination statement or instrument of subordination required by order of a
court of competent jurisdiction or otherwise required by applicable law. To the
extent permitted by the Loan Agreement, the Agent shall, on the written
instructions of the Required Banks, subordinate by written instrument the lien
on all or any portion of the Stock Collateral to any other lender extending to
the Company or Funding indebtedness permitted by the terms of the Loan
Agreement.

     9. Marshalling; Obligations Secured by Property Other Than Stock
        -------------------------------------------------------------
Collateral. None of the Agent, the Administrative Agent, any Bank, or any CP
----------
Holder shall be required to marshal any present or future collateral security
for (including but not limited to this Agreement and the Stock Collateral), or
other assurances of payment of, the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders or any of them, or to
resort to such collateral security or other assurances of payment in any
particular order. All of the Agent's rights hereunder and of the Banks, the CP
Holders, the Administrative Agent and the Agent in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to
all other rights, however existing or arising. To the extent that it lawfully
may, the Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations and of the obligations in respect of the Permitted Debt
owing to the CP Holders or under which any of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders is
outstanding or by which any of the Obligations and of the obligations in respect
of the Permitted Debt owing to the CP Holders is secured or payment thereof is
otherwise assured, and to the extent that it lawfully may the Company hereby
irrevocably waives the benefits of all such laws. To the extent that the
Obligations are now or hereafter secured by property other than the Stock
Collateral, or by a guarantee, endorsement or property of any other Person, then
the

<PAGE>

                                      -15-

Agent shall have the right to, and upon the direction of the Required Banks
shall, proceed against such other property, guarantee or endorsement upon the
occurrence of a Default and during the continuance of an Event of Default, and
the Agent shall have the right, with the consent of the Required Banks, to
determine which rights, security, liens, security interests or remedies the
Agent shall at any time pursue, relinquish, subordinate, modify or take any
other action with respect thereto, without in any way modifying or affecting any
of them or any of the Agent's rights or any of the Banks' rights under the
Obligations, this Agreement or any other Loan Document.

     10. Company's Obligations Not Affected. The obligations of the Company
         ----------------------------------
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (i) any exercise or nonexercise, or any waiver, by the Agent, any
CP Holder, the Administrative Agent or any Bank of any right, remedy, power or
privilege under or in respect of any of the Obligations and of the obligations
in respect of the Permitted Debt owing to the CP Holders or any security
therefor (including this Agreement); (ii) any amendment to or modification of
the Loan Agreement, the other Loan Documents or any of the Obligations or of the
obligations in respect of the Permitted Debt owing to the CP Holders; (iii) any
amendment to or modification of any instrument (other than this Agreement)
securing any of the Obligations or of the obligations in respect of the
Permitted Debt owing to the CP Holders, including, without limitation, any of
the Security Documents; or (iv) the taking of additional security for, or any
other assurances of payment of, any of the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders or the release or
discharge or termination of any security or other assurances of payment or
performance for any of the Obligations or of the obligations in respect of the
Permitted Debt owing to the CP Holders; whether or not the Company shall have
notice or knowledge of any of the foregoing.

     11. Transfer, etc., by Company. Without the prior written consent of the
         --------------------------
Agent, the Company will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in or
otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement, the Security Agreement dated as of September 22, 2000, as
amended as of October 27, 2000, among the Company, Medallion Business Credit,
LLC and Fleet National Bank, as agent, for the benefit of itself, certain other
financial institutions and certain commercial paper

<PAGE>

                                      -16-

holders named therein, and the Stock Pledge Agreement dated as of April 30,
2001, by and between the Company and Fleet National Bank as collateral agent for
the holders of certain notes pursuant to those certain Note Purchase Agreements
each dated as of June 1, 1999.

     12. Further Assurances. The Company will do all such acts, and will furnish
         ------------------
to the Agent all such financing statements, certificates, legal opinions and
other documents and will obtain all such governmental consents and corporate
approvals and will do or cause to be done all such other things as the Agent may
reasonably request from time to time in order to give full effect to this
Agreement and to secure the rights of the CP Holders, the Banks, the
Administrative Agent and the Agent hereunder, all without any cost or expense to
the Agent, any CP Holder, the Administrative Agent or any Bank. If the Agent so
elects, a photocopy of this Agreement may at any time and from time to time be
filed by the Agent as a financing statement in any recording office in any
jurisdiction.

     13. Agent's Exoneration.
         -------------------

          (a) Under no circumstances shall the Agent be deemed to assume any
responsibility for or obligation or duty with respect to any part or all of the
Stock Collateral of any nature or kind or any matter or proceedings arising out
of or relating thereto, other than (i) to exercise reasonable care in the
physical custody of the Stock Collateral and (ii) after a Default or an Event of
Default shall have occurred and be continuing to act in a commercially
reasonable manner. Neither the Agent, any CP Holder, the Administrative Agent
nor any Bank shall be required to take any action of any kind to collect,
preserve or protect its or the Company's rights in the Stock Collateral or
against other parties thereto. The Agent's prior recourse to any part or all of
the Stock Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of any of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders

          (b) If at any time or times hereafter the Agent employs counsel for
advice with respect to this Agreement or any Other Agreements, or to intervene,
file a petition, answer, motion or other pleading in any suit or proceeding
relating to this Agreement or any Other Agreements (including, without
limitation, the interpretation or administration, or the amendment, waiver or
consent with respect to any term, of this Agreement or any Other Agreements), or
relating to any Stock Collateral; or to protect, take possession of, or
liquidate

<PAGE>

                                      -17-

any Stock Collateral, or to attempt to enforce any security interest or lien in
any Stock Collateral, or to represent the Agent in any pending or threatened
litigation with respect to the affairs of Funding in any way relating to any of
the Stock Collateral or to the Obligations and of the obligations in respect of
the Permitted Debt owing to the CP Holders or to enforce any rights of the
Agent, the Administrative Agent, any Bank, the Paying Agent or the CP Holders or
liabilities of Funding, any Person to whom Funding has made a Loan, or any
Person which may be obligated to the Agent, the Administrative Agent, the CP
Holders or such Bank by virtue of this Agreement or any Other Agreement,
instrument or document now or hereafter delivered to the Agent, any Bank, the
Paying Agent, the Administrative Agent, the CP Holders or any CP Holder by or
for the benefit of Funding, then in any of such events, all of the reasonable
attorneys' fees actually incurred arising from such services, and any expenses,
costs and charges relating thereto, shall be Obligations and of the obligations
in respect of the Permitted Debt owing to the CP Holders secured by the Stock
Collateral.

     14. Indemnity. Each of the Banks and the CP Holders (with the CP Holders
         ---------
being deemed to so agree by accepting the security interests granted hereunder
and the other benefits provided hereby) severally agree (i) to reimburse the
Agent, on demand, in the amount of its pro rata share, for any expenses referred
                                       --- ----
to in this (S)14 which shall not have been reimbursed or paid by Funding or paid
from the proceeds of Stock Collateral as provided herein and (ii) to indemnify
and hold harmless the Agent and its directors, officers, employees and agents,
on demand, in the amount of such pro rata share, from and against any and all
                                 --- ----
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements referred to in this (S)14, to the extent the
same shall not have been reimbursed by Funding or paid from the proceeds of
Stock Collateral as provided herein; provided that no Bank or CP Holder shall be
                                     --------
liable to the Agent for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the Agent or
any of its directors, officers, employees or agents as determined by a final
non-appealable order of a court of competent jurisdiction. For the purposes of
this (S)14, pro rata shares at any time shall be determined based upon the
            --- ----
aggregate exposures (in the case of the Banks), or the Commercial Paper (in the
case of the CP Holders) at the time such expenses were incurred.

<PAGE>

                                      -18-

     15. Banks' Freedom of Dealing. Each CP Holder agrees, with respect to the
         -------------------------
Obligations and the obligations in respect of the Permitted Debt owing to the CP
Holders, any and all guaranties thereof and any and all Stock Collateral, that
Funding and the Banks may agree to increase the amount of the Obligations and of
the obligations in respect of the Permitted Debt owing to the CP Holders or
otherwise modify or waive the terms of any of the Loan Agreement, the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders or the other Loan Documents, and the Banks may grant extensions of
the time of payment or performance to and make compromises, including releases
of guaranties, collateral which is not Stock Collateral, and settlements with
Funding and all other Persons, in each case without the consent of any CP Holder
or the Paying Agent for which it acts and without affecting the agreements of
the CP Holders or Funding contained in this Agreement.

     16. Agent May Perform; Actions of Agent. If Funding fails to perform any
         -----------------------------------
agreement contained herein, the Agent may (but shall not be required to) itself
perform, or cause performance of, such agreement, and the expenses of the Agent
incurred in connection therewith shall be payable by Funding, together with
interest thereon at the rate specified in (S)2.6 of the Loan Agreement, and
until so paid shall be deemed part of the Obligations. The Agent shall not be
obligated to take any action under this Agreement except for the performance of
such duties as are specifically set forth herein. Subject to the other
provisions of this Agreement, the Loan Agreement and the other Loan Documents,
the Agent shall take any action under or with respect to this Agreement which is
requested by the Required Banks and which is not inconsistent with or contrary
to the provisions of this Agreement or the Loan Documents. The Agent shall have
the right to decline to follow any such direction if the Agent, being advised by
counsel, determines that the directed action is not permitted by the terms of
this Agreement or the other Loan Documents, may not lawfully be taken or would
involve it in personal liability, and the Agent shall not be required to take
any such action unless any indemnity which is required hereunder in respect of
such action has been provided. Subject to the other requirements of this
Agreement the Agent may rely on any such direction given to it by the Required
Banks and shall be fully protected, and shall under no circumstances (absent the
gross negligence or willful misconduct of the Agent) be liable to Funding, any
Bank, the Administrative Agent, any CP Holder, the Paying Agent or any other
Person for taking or refraining from taking action in accordance therewith. The
Agent may consult with counsel and shall be fully protected in taking any

<PAGE>

                                      -19-

action hereunder in accordance with any advice of such counsel. The Agent shall
have the right but not the obligation at any time to seek instructions
concerning the administration of this Agreement, the duties created hereunder,
or any of the Stock Collateral from any court of competent jurisdiction.

     At such time as all Obligations have been repaid in full and there are no
commitments to incur further Obligations, the Agent shall take instructions from
the holders of a majority of the CP Debt or their representative.

     17. Agent's Duties. The powers conferred on the Agent hereunder are solely
         --------------
to protect its interest and the interests of the Banks and the CP Holders in the
Stock Collateral and shall not impose any duty upon it to exercise any such
powers except as provided herein. Except for the safe custody of any Stock
Collateral in its possession and the accounting for monies actually received by
it hereunder and performing its other express duties hereunder, the Agent shall
have no duty as to any Stock Collateral or as to the taking of any necessary
steps to preserve rights against prior parties or any other rights pertaining to
any Stock Collateral. The Agent shall not be responsible in any manner
whatsoever for the correctness of any recitals, statements, representations or
warranties contained herein, except for those made by it herein. The Agent makes
no representation as to the value or condition of the Stock Collateral or any
part thereof, as to the title of the Company to the Stock Collateral, as to the
security afforded by this Agreement or as to the validity, execution,
enforceability, legality or sufficiency of this Agreement, and the Agent shall
incur no liability or responsibility in respect of any such matters. The Agent
shall not be responsible for insuring the Stock Collateral, for the payment of
taxes, charges, assessments or liens upon the Stock Collateral or otherwise as
to the maintenance of the Stock Collateral.

     The Agent may execute any of the powers granted under this Agreement and
perform any duty hereunder or thereunder either directly or by or through agents
or attorneys-in-fact, and shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. In no event will the Agent or any officer, agent or representative thereof
be responsible for the consequences of any oversight or error of judgment
whatsoever, or personally liable for any action taken or omitted to be taken,
except that such Person may be liable due to its willful misconduct or gross
negligence. Neither the Agent nor any officer,

<PAGE>

                                      -20-

agent or representative thereof shall be personally liable for any action taken
by any such Person in accordance with any notice given by the Required Banks
pursuant to the terms of this Agreement even if, at the time such action is
taken by any such Person, the Required Banks are not entitled to give such
notice, except where the account officer of the Agent active upon Funding's
accounts has actual knowledge that such Required Banks are not entitled to give
such notice.

     18. Resignation of Agent; Successor Agent.
         -------------------------------------

     (a) The Agent may at any time resign by giving ten (10) days prior written
notice thereof to each Bank, the Administrative Agent, the Paying Agent, the
Company and Funding, provided that no resignation shall be effective until a
successor for the Agent is appointed. Upon such resignation, the Required Banks
(or, if the Obligations have been paid in full and the Revolving Credit
Commitments have terminated, the Paying Agent) shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Required Banks or the Paying Agent, as applicable, appoint a successor
Agent, which shall be a bank or trust company incorporated and doing business
within the United States of America having a combined capital and surplus of at
least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation, the provisions of this
Agreement shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent.

     (b) In the event a successor agent is appointed pursuant to the provisions
of (S)11.4 of the Loan Agreement, such successor agent shall succeed to the
rights, powers and duties of the Agent hereunder, and the term "Agent" shall
mean such successor agent effective upon its appointment, and the former Agent's
rights, powers and duties as Agent shall be terminated, without any other or
further act or deed on the part of such former Agent or any of the parties to
the Loan Agreement or any holders of the Revolving Credit Notes or Term Notes.
Such former Agent agrees to take such actions as are

<PAGE>

                                      -21-

reasonably necessary to effectuate the transfer of its rights, powers and duties
to such successor agent.

     19. No Waiver, etc. Neither this Agreement nor any term hereof may be
         --------------
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Agent, with the consent of the Required Banks (or,
if required by the Loan Agreement, with the consent of all of the Banks), and
the Company. No act, failure or delay by the Agent shall constitute a waiver of
its rights and remedies hereunder or otherwise. No single or partial waiver by
the Agent of any default or right or remedy that it may have shall operate as a
waiver of any other default, right or remedy or of the same default, right or
remedy on a future occasion. The Company hereby waives presentment, notice of
dishonor and protest of all instruments, included in or evidencing any of the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders or the Stock Collateral, and any and all other notices and demands
whatsoever (except as expressly provided herein or in the Loan Agreement).

     20. Notice, etc. All notices, requests and other communications hereunder
         -----------
shall be made in the manner set forth in (S)10.4 of the Loan Agreement.

     21. Termination. Upon final payment and performance in full of the
         -----------
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders, this Agreement shall terminate and the Agent shall, at the Company's
request and expense, return such Stock Collateral in the possession or control
of the Agent as has not theretofore been disposed of pursuant to the provisions
hereof, together with any moneys and other property at the time held by the
Agent hereunder.

     22. Overdue Amounts. Until paid, all amounts due and payable by the Company
         ---------------
hereunder shall be a debt secured by the Stock Collateral and shall bear,
whether before or after judgment, interest at the rate of interest for overdue
principal set forth in the Loan Agreement.

     23. CP Holders. By accepting the security granted by, and the other
         ----------
benefits of, this Agreement, each CP Holder is hereby deemed to have (a)
designated the Agent as collateral agent for such CP Holder for purposes of this
Agreement on the terms and conditions set forth herein, (b) consented to and
agreed to be bound by the terms of this

<PAGE>

                                      -22

Agreement and to the Agent, in its capacity as collateral agent, entering into
this Agreement on such CP Holder's behalf, and (c) agreed to indemnify the
Agent, in its capacity as collateral agent, pursuant to the terms of this
Agreement, with respect to the Agent's responsibilities as collateral agent
under this Agreement on such CP Holder's behalf.

     24. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED TO
         --------------------------------------
TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any
suit for the enforcement of this Agreement may be brought in the courts of the
State of New York or any federal court sitting therein and consents to the
non-exclusive jurisdiction of such court and to service of process in any such
suit being made upon the Company by mail at the address specified in (S)10.4 of
the Loan Agreement. The Company hereby waives any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient court.

     25. Waiver of Jury Trial. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH
         --------------------
RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH
THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY
SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives any
right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or
any damages other than, or in addition to, actual damages. The Company (i)
certifies that neither the Agent, the Administrative Agent, any CP Holder or any
Bank nor any representative, agent or attorney of the Agent, the Administrative
Agent, any CP Holder or any Bank has represented, expressly or otherwise, that
the Agent, the Administrative Agent, any CP Holder or any Bank would not, in the
event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges
that, in entering into the Loan Agreement and the other Loan Documents to which
the Agent is a party, the Agent, the Administrative Agent, the CP Holders and
the Banks are relying upon, among other things, the waivers and certifications
contained in this (S)25.

     26. Miscellaneous. The headings of each section of this Agreement are for
         -------------
convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations

<PAGE>

                                      -23-

hereunder shall be binding upon the Company and its respective successors and
assigns, and shall inure to the benefit of the Agent, the Administrative Agent,
the CP Holders and the Banks and their respective successors and assigns. If any
term of this Agreement shall be held to be invalid, illegal or unenforceable,
the validity of all other terms hereof shall be in no way affected thereby, and
this Agreement shall be construed and be enforceable as if such invalid, illegal
or unenforceable term had not been included herein. The Company may not assign
any of its obligations hereunder without the prior written consent of the Agent
and the Banks (and any such assignment without such consent shall be null and
void). The Company acknowledges receipt of a copy of this Agreement.

<PAGE>

                                      -24-

         IN WITNESS WHEREOF, intending to be legally bound, the Company and the
Agent have caused this Agreement to be executed as of the date first above
written.

                                         MEDALLION FINANCIAL CORP.



                                         By: /s/ Andrew M. Murstein
                                             ---------------------------------
                                               Andrew M. Murstein
                                               President

                                         By: /s/ Larry D. Hall
                                             ---------------------------------
                                               Larry D. Hall
                                               Corporate Controller

                                         FLEET NATIONAL BANK, as Agent

                                         By: /s/ Kevin J. Foley
                                             ---------------------------------
                                             Name: Kevin J. Foley
                                             Title: Senior Vice President

     The undersigned Subsidiary hereby joins in the above Agreement for the sole
purpose of consenting to and being bound by the provisions of (S)(S)4.1, 6 and 7
thereof, the undersigned hereby agreeing to cooperate fully and in good faith
with the Agent and the Company in carrying out such provisions.

                                         MEDALLION TAXI MEDIA, INC.



                                         By: /s/ Andrew M. Murstein
                                             ---------------------------------
                                               Andrew M. Murstein
                                               President


<PAGE>

                                      -25-

                                        By: /s/ Larry D. Hall
                                            ----------------------------------
                                              Larry D. Hall
                                              Corporate Controller



<PAGE>

                           ANNEX A TO PLEDGE AGREEMENT
                           ---------------------------

     The issuer has no authorized, issued or outstanding shares of its capital
stock of any class or any commitments to issue any shares of its capital stock
of any class or any securities convertible into or exchangeable for any shares
of its capital stock of any class except as otherwise stated in this Annex A.
                                                                     ----- -

<TABLE>
<CAPTION>
                                                  Number of      Number of      Number of       Par or
                     Record        Class of      Authorized       Issued       Outstanding    Liquidation
     Issuer           Owner         Shares         Shares         Shares         Shares          Value
     ------          ------        --------      ----------     ----------     -----------    --------
<S>               <C>            <C>            <C>            <C>            <C>            <C>
Medallion Taxi    Medallion      Common         100            100            100            $0.001
Media, Inc.       Financial
                  Corp.
</TABLE>