<PAGE>


                                                                   Exhibit 10.79

                        AMENDMENT NO. 2 TO INTERCREDITOR
                        --------------------------------
                                    AGREEMENT
                                    ---------

     AMENDMENT NO. 2 TO INTERCREDITOR AGREEMENT dated as of April 1, 2002 (this
"Amendment"), by and among (i) Fleet National Bank (f/k/a Fleet Bank, National
 ---------
Association) ("Fleet"), acting in its capacity as agent (in such capacity, the
"Bank Agent") for and on behalf of the various financial institutions
(collectively, the "Banks") which are, or may from time to time hereafter
become, parties to the Loan Agreement (as defined in the Intercreditor
Agreement), (ii) the Banks, (iii) the Senior Noteholders (as defined in the
Intercreditor Agreement), (iv) Fleet, acting as collateral agent for the Senior
Noteholders (the "Senior Note Collateral Agent") and (v) Fleet, acting in its
individual capacity and in its capacity as intercreditor collateral agent for
the Senior Creditors (together with its successors and assigns, the "Collateral
Agent").

     WHEREAS, the Bank Agent, the Banks, the Senior Noteholders, the Senior Note
Collateral Agent and the Collateral Agent are parties to an Intercreditor
Agreement dated as of June 1, 1999 (as amended by that certain Amendment No. 1
to Intercreditor Agreement dated as of June 29, 2001, and as the same may be
further amended and in effect from time to time, the "Intercreditor Agreement",
                                                      -----------------------
capitalized terms defined therein having the same meanings herein as therein),
pursuant to which the Banks and the Senior Noteholders have made certain
arrangements with respect to the collateral security interests granted to the
Banks and the Senior Noteholders by Medallion Funding Corp. (the "Borrower");
                                                                  --------
and

     WHEREAS, the Banks are amending the Loan Agreement, and the Bank Agent, the
Banks, the Senior Noteholders, the Senior Note Collateral Agent and the
Collateral Agent have agreed to amend the Intercreditor Agreement as set forth
herein;

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree to amend the Intercreditor Agreement as follows:

     1. Amendments to Definitions. Section 1(a) of Intercreditor Agreement is
        -------------------------
hereby amended by (a) deleting the following definition in its entirety, and
substituting in lieu thereof the following new definition:

          "Security Documents" means the collective reference to all "Security
     Documents" as such term is defined in each of the Loan Documents, the Note
     Documents and the Additional Senior Agreements, which agreements secure any
     obligations of any obligor under any Financing Document, and any other
     document or agreement securing any of the obligations under any Financing
     Document, but excluding the Excluded Security Documents.

     and (b) adding the following new definitions in proper alphabetical order:

<PAGE>


                                      -2-

          "Cash Management Funds" means any funds received by the Bank Agent
     pursuant to the provisions of Section 2B.1.3 or Section 2B.2 of the Loan
     Agreement.

          "Excluded Security Documents" means, collectively, (a) the Stock
     Pledge Agreement dated as of April 30, 2001, by and between the Funding
     Bank Agent (for the benefit of itself, the Funding Banks and the Funding CP
     Holders) and Financial, (b) the Stock Pledge Agreement dated as of April
     30, 2001, by and between the Senior Note Collateral Agent and Financial,
     (c) the Guaranty dated as of April 30, 2001, executed by Media in favor of
     the Funding Bank Agent for the benefit of the Funding Banks, and (d) the
     Guaranty dated as of April 30, 2001, executed by Media in favor of the
     Senior Noteholders.

          "MFCC Guaranty" means any guaranty by Medallion Funding Chicago Corp.
     of the Loan Agreement Obligations, Senior Note Obligations and/or
     Additional Senior Obligations.

     2. Amendment to Section 2 of the Intercreditor Agreement. Section 2 of the
        -----------------------------------------------------
Intercreditor Agreement is hereby amended by deleting the third paragraph of
Section 2 in its entirety and substituting in lieu thereof the following new
text:

          "The Banks agree that they shall not, without prior notice to the
     Senior Noteholders and without the prior written consent of the Required
     Noteholders, amend or revise the Loan Agreement in any manner that would
     (i) permit the Borrowing Base (as defined in the Loan Agreement as in
     effect on June 29, 2001) to exceed the aggregate unpaid balance of all
     Senior Debt (as defined in the Loan Agreement as in effect as of December
     31, 2001) at such time, (ii) modify any required payment dates so as to
     cause the maturity date of the Loan Agreement (as set forth in the Loan
     Agreement as in effect on the Amendment No. 7 Effective Date (as defined in
     the Loan Agreement)) to occur earlier, or (iii) modify Section 2.5(e),
     Section 2B.1.3 or Section 2B.2 of the Loan Agreement. The Noteholders agree
     that they shall not, without prior written notice to the Senior Creditors
     and without the prior written consent of the Required Banks, amend or
     revise any Note Purchase Agreements in any manner that would increase the
     principal amount of or the rate of interest on, the Senior Notes, increase
     the Make-Whole Amount, increase the dollar limitation set forth in Section
     10.2 of the Note Purchase Agreements, decrease the ratio set forth in
     Section 10.3, 10.13 or 10.14 of the Note Purchase Agreements, increase the
     ratio set forth in Sections 10.4, 10.5 or 10.15 of the Note Purchase
     Agreements, modify the definition of "Bank Debt Prepayment" in, or Section
     8.8 or 10.13 of, the Note Purchase Agreements or modify any required
     payment dates so as to reduce the average life of the Senior Notes."

     3. Amendment to Section 3 of the Intercreditor Agreement. Section 3 of the
        -----------------------------------------------------
Intercreditor Agreement is hereby amended by inserting the following new text in
the final paragraph of Section 3 immediately following the word "guarantee"
therein:

          "(other than guarantees which are Excluded Security Documents)".

<PAGE>

                                      -3-

     4. Amendment to Section 5 of the Intercreditor Agreement. Section 5 of the
        -----------------------------------------------------
Intercreditor Agreement is hereby amended by deleting Section 5 in its entirety
and substituting in lieu thereof the following new Section 5:

     "SECTION 5. APPLICATION OF PROCEEDS. Subject to the provisions of Section
5A:

          (a) upon (v) the receipt by any Senior Creditor or the Collateral
     Agent of any Cash Management Funds, (w) the receipt by any Senior Creditor
     or the Collateral Agent of any proceeds or awards arising from any
     condemnation or eminent domain proceedings concerning the Collateral, (x)
     the receipt by any Senior Creditor or the Collateral Agent of any insurance
     proceeds arising from damage to the Collateral by fire or any other
     casualty which are not used for restoration of the Collateral in accordance
     with the terms of the Security Document governing same, (y) the receipt by
     any Senior Creditor or the Collateral Agent of any proceeds arising from
     any asset sale, disposition or transfer, the sale or issuance of any
     indebtedness, or the sale or issuance of any capital stock or other equity
     interests, or (z) the exercise of any rights and remedies by the Collateral
     Agent under the Security Documents, any and all Cash Management Funds or
     proceeds from demand being made on the MFCC Guaranty or the sale,
     foreclosure or other disposition of Collateral pursuant thereto shall be
     transferred to the Collateral Agent and, promptly following their receipt
     by the Collateral Agent, be applied and distributed by the Collateral Agent
     as follows:

               (i) First, to the payment of all costs, expenses, liabilities and
          advances made or incurred by the Collateral Agent (in its capacity as
          Collateral Agent and not as Bank Agent or a Bank) in connection with
          such proceedings, adjustments, sale, foreclosure or other disposition
          and in performing its duties hereunder, including compensation payable
          to the Collateral Agent and the costs, expenses and compensation of
          agents and legal counsel to the Collateral Agent;

               (ii) Second, to the extent Cash Management Funds or proceeds
          remain after payment in full of those items specified in clause (i)
          above, to the payment of Senior Obligations consisting of principal
          and interest (excluding the portion of default rate interest in excess
          of the non-default rate of interest), to be allocated among each
          Senior Creditor (according to the Pro Rata Share of each such Senior
          Creditor) until all such Senior Obligations are paid in full;

               (iii) Third, to the extent any Cash Management Funds or proceeds
          remain after payment in full of those items specified in clauses (i)
          and (ii) above, to the payment of the remaining Senior Obligations, to
          be allocated among each Senior Creditor (on a pro rata basis based on
          the unpaid amount of such remaining Senior Obligations) until all
          remaining Senior Obligations are paid in full; and

<PAGE>

                                      -4-

               (iv) Fourth, to the extent any Cash Management Funds or proceeds
          remain after payment in full of those items specified in clauses (i),
          (ii) and (iii) above, such proceeds shall be paid to or at the
          direction of the Borrower or as a court of competent jurisdiction
          shall direct.

          (b) payment by the Collateral Agent to the Banks in respect of the
     Loan Agreement Obligations shall be made to the Bank Agent for distribution
     to the Banks in accordance with the Loan Agreement. Payments by the
     Collateral Agent to the Senior Noteholders shall be made in accordance with
     the terms of the Note Purchase Agreements. Payments by the Collateral Agent
     to the CP Holders in respect of the CP Debt shall be made to the Bank Agent
     for distribution to the CP Holders. Payments by the Collateral Agent to any
     Additional Senior Creditor shall be made in accordance with written
     instructions from such Additional Senior Creditor.

          (c) the Bank Agent (on its own behalf and on behalf of the CP
     Holders), the Senior Note Collateral Agent, each Bank, each Senior
     Noteholder signatory hereto, and each Additional Senior Creditor hereby
     agrees that (i) if at any time it shall receive Cash Management Funds or
     the proceeds of any Collateral or proceeds from the MFCC Guaranty, or shall
     apply any balances, credits, deposits, accounts or monies with or on
     deposit with such Bank Agent, Senior Note Collateral Agent, Bank, Senior
     Noteholder or Additional Senior Creditor, through the exercise of any right
     of set-off, banker's lien, counterclaim or other similar right, whether
     pursuant to Section 10.9 of the Loan Agreement or otherwise, (other than
     through application by the Collateral Agent in accordance with clauses (a)
     and (b) of this Section 5), it shall promptly turn the same over to the
     Collateral Agent for application in accordance with said clauses (a) and
     (b) and (ii) it will not take or cause to be taken any action, including,
     without limitation, the commencement of any legal or equitable proceedings,
     the purpose of which is to give such Bank Agent, Bank, Senior Noteholder,
     any CP Holder or Additional Senior Creditor any preference or priority
     against the other parties hereto with respect to the Collateral or the MFCC
     Guaranty.

          (d) the foregoing provisions shall not require any cash payments made
     by the Borrower on or prior to the Amendment No. 7 Effective Date (as
     defined in the Loan Agreement) and the Third Amendment Effective Date (as
     defined in the Note Purchase Agreement) to the Banks to reduce the
     Aggregate Revolving Credit Commitment or to the Senior Noteholders to
     reduce principal outstanding under the Senior Notes to be turned over to
     the Collateral Agent for application in accordance with clauses (a) and (b)
     hereof."

     5. Addition of Section 5A of the Intercreditor Agreement. The Intercreditor
        -----------------------------------------------------
Agreement is hereby amended by inserting the following new Section 5A in proper
numerical order therein:

     "SECTION 5A. TRUE UP.

<PAGE>

                                      -5-

          (a) If, on the True Up Date, the Base Percentage of any Senior
     Creditor varies from the True Up Date Risk Percentage of such Senior
     Creditor, the Senior Creditor s, on the True Up Date, will make such
     acquisitions, dispositions and other arrangements with one another, whether
     by way of purchase, sale, participation, contribution, distribution, pro
                                                                          ---
     tanto assumption or assignment of claims, subrogation or otherwise, as
     -----
     shall result in each Senior Creditor's True Up Date Risk Percentage being
     equal (as nearly as may be) to such Senior Creditor's Base Percentage.

          (b) The Collateral Agent shall establish reasonable procedures to
     implement such arrangements among the Senior Creditors. Such procedures may
     include requiring the Senior Creditors whose True Up Date Risk Percentages
     are less than their Base Percentages on the True Up Date to make payments
     to the Collateral Agent for distribution to the Senior Creditors whose True
     Up Date Risk Percentages are greater than their Base Percentages on the
     True Up Date. The Borrower agrees to cooperate with the Collateral Agent
     and the Senior Creditors by issuing such promissory notes and other
     evidences of indebtedness to confirm the amounts owed to each Senior
     Creditor after giving effect to such arrangements.

          (c) No assignment by any Senior Creditor made pursuant to the relevant
     provisions of the Loan Agreement or the Note Purchase Agreements of any of
     the Senior Obligations owed to such Senior Creditor shall release such
     Senior Creditor from its obligations to the other Senior Creditors under
     this Section 5A.

          (d) From and after the True Up Date, the following provisions shall
     apply:

               (1) The Collateral Agent will distribute all payments to be
          applied to the payment of Senior Obligations consisting of principal
          and interest (excluding default-rate interest), so that, after giving
          effect to such payments, the percentage which the Specified
          Obligations owed to each Senior Creditor bears to the Specified
          Obligations owed all of the Senior Creditors equals (as nearly as may
          be) such Senior Creditor's Base Percentage.

               (2) Any expense reimbursement or indemnification obligations of
          the Senior Creditors in favor of the Collateral Agent pursuant to
          Section 5 of the Intercreditor Agreement or any other provisions of
          any of the Note Documents or the Loan Documents shall be allocated
          among the Senior Creditors in accordance with their Base Percentages.

               (3) Any sharing of payments among the Senior Creditors pursuant
          to Section 5(a)(iii) shall be made in accordance with the Senior
          Creditors' Base Percentages.

               (4) The provisions of this Section 5A(d) shall control over other
          provisions of this Intercreditor Agreement that would otherwise
          require such payments to be made or obligations to be allocated among
          the Senior Creditors other than in accordance with their Base
          Percentages.

<PAGE>

                                      -6-

          (e) Each of the Senior Creditors agrees with each other Senior
     Creditor that if, after the True Up Date, such Senior Creditor shall
     receive from the Borrower, whether by voluntary payment, counterclaim,
     cross action, enforcement of the claim constituting Senior Obligations owed
     to such Senior Creditor, by proceedings against the Borrower at law or in
     equity or by proof thereof in bankruptcy, reorganization, liquidation,
     receivership or similar proceedings, or otherwise, and shall retain and
     apply to the payment of the Senior Obligations owing to such Senior
     Creditor, any amount in excess of its Base Percentage of the Specified
     Obligations, such Senior Creditor will make such disposition and
     arrangements with the other Senior Creditors with respect to such excess,
     either by way of distribution, pro tanto assignment of claims, subrogation
                                    --- -----
     or otherwise as shall result in each Senior Creditor receiving its Base
     Percentage of the Specified Obligations owing to it; provided that if all
                                                          --------
     or any part of such excess payment is thereafter recovered from such Senior
     Creditor, such disposition and arrangements shall be rescinded and the
     amount restored to the extent of such recovery, but without interest.

          (f) To the extent that any Senior Creditor's claim in respect of
     Specified Obligations is subordinated to the claims of general unsecured
     creditors as a class under principles of equitable subordination, such
     Senior Creditor is not entitled to receive any payment under this Section
     5A from any other Senior Creditor to the extent that the other Senior
     Creditor's claim in respect of Specified Obligations is not likewise
     subordinated. To the extent that any Senior Creditor's claim in respect of
     Specified Obligations is subordinated to the claim of any other Senior
     Creditor in respect of Specified Obligations under principles of equitable
     subordination, such subordinated Senior Creditor is not entitled to receive
     any payment under this Section 5A from such other Senior Creditor to the
     extent of the subordination. If any Senior Creditor does receive a payment
     under this Section 5A and such Senior Creditor's claim is thereafter
     subordinated, as contemplated by either of the foregoing sentences, to any
     extent, the subordinated Senior Creditor shall, to the extent that such
     subordinated Senior Creditor was not entitled to such payment under either
     of the foregoing sentences, rescind the amount of the payment and restore
     such payment to the paying Senior Creditor, but without interest.

          (g) If any Senior Creditor fails to make any payment to any other
     Senior Creditor required to be made by this Section 5A within five (5) days
     following demand by the other Senior Creditor, the amount owing by the
     other Senior Creditor to the demanding Senior Creditor shall bear interest
     at the Collateral Agent's prime rate and shall be payable on demand,
     whether before or after judgment. The Collateral Agent's prime rate shall
     be the variable annual rate of interest so designated from time to time by
     the Collateral Agent as its "prime rate," such rate being a reference rate
     and not necessarily representing the lowest or best rate being charged to
     any customer. In addition, if the demanding Senior Creditor institutes
     litigation to recover from the other Senior Creditor any amounts owing to
     the demanding Senior Creditor and not paid by the other Senior Creditor,
     and if the demanding Senior Creditor is the prevailing party in the
     litigation, the other Senior

<PAGE>

                                      -7-

     Creditor shall reimburse the demanding Senior Creditor for the demanding
     Senior Creditor's reasonable attorneys' fees and other reasonable costs of
     collection.

          (h) For purposes of this Section 5A, the following terms shall have
     the following meanings:

               (i) "Base Percentage" means, with respect to any Senior Creditor,
          the percentage which the Specified Obligations owed to such Senior
          Creditor on June 29, 2001, bears to the Specified Obligations owed to
          all of the Senior Creditors on June 29, 2001. The Base Percentage of
          each Senior Creditor is set forth in the table below opposite the name
          of such Senior Creditor.

          ----------------------------------------------------------------------
          Senior Creditor                                   Base Percentage
          ----------------------------------------------------------------------
          FLEET NATIONAL BANK                                 22.5705329%
          ----------------------------------------------------------------------
          THE BANK OF NEW YORK                                11.2852665%
          ----------------------------------------------------------------------
          HARRIS TRUST AND SAVINGS BANK                        9.4043887%
          ----------------------------------------------------------------------
          THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY            7.523511%
          ----------------------------------------------------------------------
          JPMORGAN CHASE BANK (f/k/a The Chase                  7.523511%
          Manhattan Bank)
          ----------------------------------------------------------------------
          CITIBANK, N.A. (f/k/a European American Bank)         7.523511%
          ----------------------------------------------------------------------
          ISRAEL DISCOUNT BANK                                 5.6426332%
          ----------------------------------------------------------------------
          HSBC BANK USA                                        5.6426332%
          ----------------------------------------------------------------------
          BANK LEUMI                                           5.6426332%

          ----------------------------------------------------------------------
          THE TRAVELERS INSURANCE COMPANY                      7.6628352%
          ----------------------------------------------------------------------
          FIRST CITICORP LIFE INSURANCE COMPANY                0.7662835%
          ----------------------------------------------------------------------
          CITICORP LIFE INSURANCE COMPANY                      1.1494253%
          ----------------------------------------------------------------------
          UNITED OF OMAHA LIFE INSURANCE COMPANY                 6.51341%
          ----------------------------------------------------------------------
          COMPANION LIFE INSURANCE COMPANY                     1.1494253%
          ----------------------------------------------------------------------

               (ii) "Specified Obligations" means Senior Obligations consisting
          of interest on or principal of the Senior Obligations (excluding the
          portion of default rate interest in excess of the non-default rate of
          interest).

               (iii) "True Up Date" means the tenth Business Day following the
          date of the maturity of the Loan Agreement and the Note Purchase
          Agreements, whether such maturity occurs as scheduled or occurs at an
          earlier time by reason of acceleration, a bankruptcy case being
          commenced by or against the Borrower or otherwise.

               (iv) "True Up Date Risk Percentage" means, with respect to any
          Senior Creditor, the percentage which the Specified Obligations owed
          to such

<PAGE>

                                      -8-

          Senior Creditor on the True Up Date bears to the Specified Obligations
          owed to all of the Senior Creditors on the True Up Date.

     6. Addition of Section 5B of the Intercreditor Agreement. The Intercreditor
        ------------------------------------------------------
Agreement is hereby amended by inserting the following new Section 5B in proper
numerical order therein:

     "SECTION 5B. SHARING OF INFORMATION. By its acknowledgement hereto, the
Borrower agrees that the Senior Creditors may freely share information regarding
the Borrower without the prior consent of the Borrower."

     7.   Representations and Warranties.
          ------------------------------

          (a) Neither the Collateral Agent, the Bank Agent, the Senior Note
     Collateral Agent nor any Senior Creditor makes any representation or
     warranty to any other party hereto with respect to the effectiveness,
     enforceability, validity or due execution of the Security Documents or as
     to any of the Collateral.

          (b) Each Senior Creditor represents, warrants and covenants that it
     has not and will not have or accept any security, collateral or other
     credit enhancement from the Borrower or any subsidiary or affiliate thereof
     with respect to any of the Senior Obligations without making adequate
     provision to cause such security, collateral or credit enhancement to be
     subject to the terms and provisions of the Intercreditor Agreement.

     8. Effectiveness. This Amendment shall become effective as of the date
        -------------
first written above (the "Effective Date"), upon the satisfaction of each of the
following conditions, in each case in a manner satisfactory in form and
substance to the Collateral Agent:

     (a) This Amendment shall have been duly executed and delivered by each of
the Bank Agent, the Banks, the Senior Noteholders, the Senior Note Collateral
Agent and the Collateral Agent and shall be in full force and effect.

     (b) The Collateral Agent shall have received evidence that (i) Amendment
No. 3 to the Note Purchase Agreements of even date herewith has been duly
executed and delivered by each of the requisite parties thereto and is in full
force and effect, and (ii) Amendment No. 7 to the Loan Agreement of even date
herewith has been duly executed and delivered by each of the requisite parties
thereto and is in full force and effect.

     (c) The Collateral Agent shall have received such other items, documents,
agreements or actions as the Collateral Agent may reasonably request in order to
effectuate the transactions contemplated hereby.

     9.   Miscellaneous Provisions.
          ------------------------

<PAGE>

                                      -9-

     (a) Each of the Senior Creditors hereby ratifies and confirms all of its
obligations under the Intercreditor Agreement, as amended hereby. Except as
expressly amended hereby, the Intercreditor Agreement shall continue in full
force and effect. This Amendment and the Intercreditor Agreement shall hereafter
be read and construed together as a single document, and all references to the
Intercreditor Agreement in the Intercreditor Agreement or any agreement or
instrument related to the Intercreditor Agreement shall hereafter refer to the
Intercreditor Agreement as amended by this Amendment.

     (b) Without limiting the expense reimbursement requirements set forth in
Section 10.6 of the Loan Agreement, the Borrower agrees to pay on demand all
costs and expenses, including reasonable attorneys' fees, of the Collateral
Agent incurred in connection with this Amendment.

     (c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

     (d) This Amendment may be executed in any number of counterparts, and all
such counterparts shall together constitute but one instrument. In making proof
of this Amendment it shall not be necessary to produce or account for more than
one counterpart signed by each party hereto by and against which enforcement
hereof is sought.

<PAGE>

     IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned
has caused this Amendment to be executed on its behalf by its officer thereunto
duly authorized, as of the date first above written.

                            FLEET NATIONAL BANK, (f/k/a Fleet Bank, N.A.), as
                            Collateral Agent, Senior Note Collateral Agent, Bank
                            Agent and a Bank


                            By: /s/ Jeffrey H. Robinson
                               -------------------------------------------------
                               Name:  Jeffrey H. Robinson
                               Title: Senior Vice President


                            HSBC BANK USA


                            By: /s/ Bruce Wicks
                               -------------------------------------------------
                               Name:  Bruce Wicks
                               Title: Vice President


                            THE BANK OF NEW YORK


                            By: /s/ Edward DeSalvio
                               -------------------------------------------------
                               Name:  Edward DeSalvio
                               Title: Vice President


                            JPMORGAN CHASE BANK


                            By: /s/ Carol A. Kornblath
                               -------------------------------------------------
                               Name:  Carol A. Kornblath
                               Title: Vice President

<PAGE>

                            ISRAEL DISCOUNT BANK OF NEW YORK


                            By: /s/ Robert J. Fainelli
                               -------------------------------------------------
                               Name:  Robert J. Fainelli
                               Title: First Vice President


                            By: /s/ Howard Weinberg
                               -------------------------------------------------
                               Name:  Howard Weinberg
                               Title: Senior Vice President


                            CITIBANK, N.A. (f/k/a European American Bank)


                            By: /s/ Catherine Wilinski
                               -------------------------------------------------
                               Name:  Catherine Wilinski
                               Title: Vice President


                            BANK LEUMI


                            By: /s/ Illegible
                               -------------------------------------------------
                               Name:
                               Title:


                            THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                            By: /s/ Friedrich N. Wilms
                               -------------------------------------------------
                               Name:  Friedrich N. Wilms
                               Title: Vice President


                            HARRIS TRUST AND SAVINGS BANK


                            By: /s/ Bev Abrahams
                               -------------------------------------------------
                               Name:  Bev Abrahams
                               Title: Vice President

<PAGE>

                            THE TRAVELERS INSURANCE COMPANY


                            By: /s/ Denise T. Duffe
                                ------------------------------------------------
                                Name: Denise T. Duffe
                                Title: Investment Officer


                            FIRST CITICORP LIFE INSURANCE COMPANY

                            By: Travelers Asset Management International
                                Company LLC


                            By: /s/ Denise T. Duffe
                                ------------------------------------------------
                                Name: Denise T. Duffe
                                Title: Investment Officer



                            CITICORP LIFE INSURANCE COMPANY

                            BY: TRAVELERS ASSET MANAGEMENT
                            INTERNATIONAL COMPANY LLC


                            By: /s/ Denise T. Duffe
                                ------------------------------------------------
                                Name: Denise T. Duffe
                                Title: Investment Officer


                            UNITED OF OMAHA LIFE INSURANCE COMPANY


                            By: /s/ Curtis R. Caldwell
                                ------------------------------------------------
                                Name: Curtis R. Caldwell
                                Title: First Vice President


                            COMPANION LIFE INSURANCE COMPANY


                            By: /s/ Curtis R. Caldwell
                                ------------------------------------------------
                                Name: Curtis R. Caldwell
                                Title: Authorized Signatory

<PAGE>

ACKNOWLEDGED AND AGREED:
-----------------------

MEDALLION FUNDING CORP.


By: /s/ Alvin Murstein
   ---------------------------------------
   Name:  Alvin Murstein
   Title: President


By: /s/ James E. Jack
   ---------------------------------------
   Name:  James E. Jack
   Title: Executive Vice President &
          Chief Financial Officer


MEDALLION TAXI MEDIA CORP.


By: /s/ Alvin Murstein
   ---------------------------------------
   Name:  Alvin Murstein
   Title: President


By: /s/ James E. Jack
   ---------------------------------------
   Name:  James E. Jack
   Title: Executive Vice President &
          Chief Financial Officer


MEDALLION CHICAGO FUNDING CORP.


By: /s/ Alvin Murstein
   ---------------------------------------
   Name:  Alvin Murstein
   Title: President


By: /s/ James E. Jack
   ---------------------------------------
   Name:  James E. Jack
   Title: Executive Vice President &
          Chief Financial Officer