8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 9, 2006

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-27812	04-3291176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

437 Madison Avenue, 38th Floor, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 328-2100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND ITEM 2.03 CREATION OF A DIRECT FINANCIAL OPERATION.

On January 9, 2006, Taxi Medallion Loan Trust I (the “Trust”), an indirect wholly-owned subsidiary of Medallion Financial Corp., entered into an amendment (the “Amendment”) which amends the Amended and Restated Loan and Security Agreement, dated September 12, 2003, (as previously amended, supplemented or otherwise modified, the “Loan Agreement”), by and between the Trust and Merrill Lynch Commercial Finance Corp. (“Merrill Lynch”). Under the terms of the Amendment, the credit facility contemplated by the Loan Agreement was increased to $475 million in commitment amount and the term of the Loan Agreement was extended to September 2008. In connection with the Amendment, on January 9, 2006, the Trust executed a Second Amended and Restated Promissory Note (the “Note”), in favor of Merrill Lynch, for $475 million in principal amount.

The foregoing descriptions of the Amendment and the Note are qualified in their entirety by reference to the Amendment and the Note, which are attached as exhibits hereto and are incorporated herein by reference in their entirety.

ITEM 8.01. OTHER EVENTS.

Medallion Financial Corp. (the “Company”) issued a press release to the news media announcing, among other things, the execution of the Amendment.

A copy of the press release is attached hereto as an exhibit and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
4.1	Second Amended and Restated Promissory Note, dated January 9, 2006, by Taxi Medallion Loan Trust I, in favor of Merrill Lynch Commercial Finance Corp.
10.1	Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated January 9, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp.
99.1	Press release, dated January 10, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDALLION FINANCIAL CORP.
By:	/s/ Larry D. Hall
Name:	Larry D. Hall
Title:	Chief Financial Officer
Date: January 11, 2006

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Exhibit Index

Exhibit No.	Description
4.1	Second Amended and Restated Promissory Note, dated January 9, 2006, by Taxi Medallion Loan Trust I, in favor of Merrill Lynch Commercial Finance Corp.
10.1	Amendment No. 3 to Amended and Restated Loan and Security Agreement, dated January 9, 2006, by and between Taxi Medallion Loan Trust I and Merrill Lynch Commercial Finance Corp.
99.1	Press release, dated January 10, 2006.

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EX-4.1

Exhibit 4.1

SECOND AMENDED AND RESTATED PROMISSORY NOTE

$475,000,000	September 12, 2003
	Amended and Restated January 7, 2005
	Further Amended and Restated January 9, 2006
	New York, New York

FOR VALUE RECEIVED, TAXI MEDALLION LOAN TRUST I, a Delaware business trust (the “Borrower”), hereby promises to pay to the order of MERRILL LYNCH COMMERCIAL FINANCE CORP. (the “Lender”), at the principal office of the Lender at 15 W. South Temple, Suite 300, Salt Lake City, Utah 84101, in lawful money of the United States, and in immediately available funds, the principal sum of FOUR HUNDRED SEVENTY-FIVE MILLION DOLLARS ($475,000,000) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Advances made by the Lender to the Borrower under the Loan Agreement), on the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal amount of each such Advance, at such office, in like money and funds, for the period commencing on the date of such Advance until such Advance shall be paid in full, at the rates per annum and on the dates provided in the Loan Agreement.

This Note is the Note referred to in that certain Amended and Restated Loan and Security Agreement, dated as of September 12, 2003 (as modified by that certain Amendment No. 2, dated as of January 7, 2005 and by that certain Amendment No. 3, dated as of January 9, 2006, and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and between the Borrower and the Lender and evidences the Advances made by the Lender thereunder. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement.

This Note amends and restates in its entirety that certain Amended and Restated Promissory Note dated January 7, 2005, made by the Borrower in favor of the Lender in the original principal amount of Three Hundred Twenty-Five Million Dollars ($325,000,000) (the “Existing Note”); provided, that this Note is given solely in substitution of the Existing Note and not in repayment or satisfaction thereof. The Borrower hereby acknowledges and agrees that simultaneously with the Borrower’s execution and delivery of this Note to the Lender, the Lender has agreed to deliver, and has in fact delivered, to the Borrower the Existing Note, marked “cancelled”.

The date, Type, amount and length of Interest Period of each Advance made by the Lender to the Borrower (including, without limitation, each “Advance” outstanding under the Existing Loan Agreement on the Restatement Effective Date), each continuation thereof, each conversion of all or a portion thereof to another Type and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, endorsed by the Lender on the schedules attached hereto and constituting a part hereof or any continuation thereof and any such recordation shall constitute Prima facie evidence of the accuracy of the information; provided, that the failure of the Lender to make any such

recordation or endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Loan Agreement or hereunder in respect of the Advances made by the Lender.

The Borrower agrees to pay all the Lender’s costs of collection and enforcement (including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this Note in accordance with the Loan Agreement, including, without limitation, reasonable attorneys’ fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, the Borrower hereby acknowledges, admits and agrees that the Borrower’s obligations under this Note are recourse obligations of the Borrower to which the Borrower pledges its full faith and credit.

The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Note, (b) expressly agree that this Note, or any payment hereunder, may be extended from time to time, and consent to the acceptance of further Collateral, the release of any Collateral for this Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will not be necessary for the Lender, in order to enforce payment of this Note, to first institute or exhaust the Lender’s remedies against the Borrower or any other party liable hereon or against any Collateral for this Note. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the liability under this Note of the Borrower, even if the Borrower is not a party to such agreement; provided, however, that the Lender and the Borrower, by written agreement among them, may affect the liability of the Borrower.

Any reference herein to the Lender shall be deemed to include and apply to every subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning optional and mandatory prepayments, Collateral, acceleration and other material terms affecting this Note.

This Note shall be governed by and construed under the laws of the State of New York whose laws the Borrower expressly elects to apply to this Note. The Borrower agrees that any action or proceeding brought to enforce or arising out of this Note may be commenced in the Supreme Court of the State of New York, Borough of Manhattan, or in the District Court of the United States for the Southern District of New York.

TAXI MEDALLION LOAN TRUST I
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3

TO AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 3, dated as of January 9, 2006 (this “Amendment”), to the Amended and Restated Loan and Security Agreement, dated as of September 12, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”; as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and between TAXI MEDALLION LOAN TRUST I (the “Borrower”) and MERRILL LYNCH COMMERCIAL FINANCE CORP. (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

RECITALS

The Borrower and the Lender are parties to the Existing Loan Agreement.

The Borrower and the Lender have agreed, subject to the terms and conditions hereof, that the Existing Loan Agreement shall be modified as set forth in this Amendment.

Accordingly, the Borrower and the Lender hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, that the Existing Loan Agreement is hereby amended as follows:

SECTION 1. Amendments.

(a) Section 1.01 of the Existing Loan Agreement is hereby amended by deleting clause (b)(ii) of the definition of “Collateral Value” in its entirety and substituting the following clause (b)(ii) in lieu thereof:

“(b)(ii) made to any one Obligor (or guaranteed by any one guarantor) in an amount that exceeds $20,000,000, or such greater amount as the Lender may consent to from time to time, on a case-by-case basis, in writing, in the aggregate together with any other Medallion Loans to such Obligor; provided that, if, for any calendar month (to coincide with the delivery of the Borrowing Base Certificate), the average outstanding balance of the Maximum Committed Credit shall be reduced to an amount less than $325,000,000, the Collateral Value shall be deemed to be zero with respect to each Medallion Loan made to any one Obligor (or guaranteed by any one guarantor) in an amount that exceeds $12,000,000, or such greater amount as the Lender may consent to from time to time, on a case-by-case basis, in writing, in the aggregate together with any other Medallion Loans to such Obligor; and provided further that, the foregoing adjustments to the Collateral Value shall not apply to those Medallion Loans listed on Schedule 1 to the Third Amendment;”

(b) Section 1.01 of the Existing Loan Agreement is hereby amended by deleting the definition of “Maximum Committed Credit” in its entirety and inserting in lieu thereof the following new definition:

““Maximum Committed Credit” shall mean $475,000,000, or such other amount as may be in effect pursuant to Section 2.18 hereof.”

(c) Section 1.01 of the Existing Loan Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and inserting in lieu thereof the following new definition:

““Termination Date” shall mean the earlier of: (i) September 12, 2008, and (ii) the date on which an Event of Default occurs, or, in either case, such earlier date on which this Loan Agreement shall terminate in accordance with the provisions hereof or by operation of law.”

(d) Section 1.01 of the Existing Loan Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

““Third Amendment” shall mean that certain Amendment No. 3, dated as of January 9, 2006, to this Agreement, between the Lender and the Borrower.”

“Third Amendment Effective Date” shall mean the “Amendment Effective Date”, as defined in the Third Amendment, dated as of January 9, 2006.””

(e) Section 2.18 of the Existing Loan Agreement is hereby amended by deleting the reference to “$325,000,000” in Section 2.18(b) and substituting a reference to “$475,000,000” in lieu thereof.

(f) Article VII of the Existing Loan Agreement is hereby amended by adding the following Section 7.24 in the appropriate numerical order:

“7.24. Concerning Portfolio Purchases. The Borrower will use its best efforts to (i) obtain from any third party servicer that services certain Medallion Loans acquired though a portfolio acquisition acknowledgements of irrevocable instructions, in form and substance satisfactory to the Lender, directing such third-party servicer to follow the Lender’s irrevocable instructions with respect to the servicing of such Medallion Loans in the event of an Event of Default and (ii) transfer all servicing of Medallion Loans from third party servicers to the Servicer as promptly as practically possible.”

SECTION 2. Conditions Precedent. This Amendment shall become effective on the first date (the “Amendment Effective Date”) on which all of the following conditions precedent shall have been satisfied:

2.01 Documents. On the Amendment Effective Date, the Lender shall have received all of the following documents, each of which shall be satisfactory to the Lender in form and substance:

(a) Amendment. This Amendment, executed and delivered by a duly authorized officer of each of the Borrower and the Lender.

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(b) Second Amended and Restated Note. An amended and restated promissory note, substantially in the form of Exhibit A hereto, executed and delivered by a duly authorized officer of the Borrower.

(c) Secretary’s Certificate. A certificate of the Secretary or Assistant Secretary of the Borrower, substantially in the form of Exhibit B hereto, dated as of the date hereof, and

(i) certifying that since the Effective Date of the Existing Loan Agreement there have been no changes to any of the organizational documents delivered pursuant to Section 5.01 of the Existing Loan Agreement,

(ii) attaching a copy of the resolutions of the Borrower authorizing the execution, delivery and performance of this Amendment, and the borrowings contemplated under the Loan Agreement,

(iii) attaching certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of the Borrower in the jurisdiction of its organization, and

(iv) certifying as to the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower.

(d) Legal Opinions. Legal opinions of internal and outside counsel to the Borrower, in form and substance satisfactory to the Lender.

(e) Upsize Fee. A fee in the amount of $400,000, payable to the Lender for the increase in the Maximum Committed Credit as follows: (i) $200,000 payable to the Lender upon the Amendment Effective Date and (ii) $200,000 payable to the Lender upon the earlier of (A) February 15, 2006 and (B) the closing of a further amendment to contemplate the purchase of a portfolio of additional Medallion Loans.

(f) Irrevocable Instructions to Each Third-Party Servicer. Irrevocable instructions, in form and substance satisfactory to the Lender, to each third-party servicer that services certain Medallion Loans acquired though a portfolio acquisition, directing such third-party servicer to follow the Lender’s irrevocable instructions with respect to the servicing of such Medallion Loans in the event of an Event of Default.

(g) Other Documents. Such other documents as the Lender or counsel to the Lender may reasonably request.

2.02 No Default. On the Amendment Effective Date, (i) the Borrower shall be in compliance with all of the terms and provisions set forth in the Existing Loan Agreement and the other Loan Documents on its part to be observed or performed, (ii) the representations and warranties made and restated by the Borrower pursuant to Section 3 of this Amendment shall be true and complete in all material respects on and as of such date with the same force and effect as if made on and as of such date, and (iii) no Default or Event of Default shall have occurred and be continuing on such date.

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2.03 Fees and Expenses. On the Amendment Effective Date, the Borrower shall have reimbursed the Lender for, or directly paid, all costs and expenses incurred by the Lender in connection with the negotiation, preparation and execution of this Amendment, including those costs and expenses to be paid by the Borrower pursuant to Section 3.05 of the Loan Agreement, and all other outstanding amounts for which the Borrower is liable pursuant to Section 10.03 of the Loan Agreement, including, without limitation, the fees, disbursements and expenses of Cadwalader, Wickersham & Taft LLP, counsel to the Lender.

SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants to the Lender that it is in compliance with all the terms and provisions set forth in the Loan Documents on its part to be observed or performed and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms each of the representations and warranties contained in Article VI of the Loan Agreement.

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement and each other Loan Document shall continue to be, and shall remain, in full force and effect in accordance with its terms; provided, however, that upon the Amendment Effective Date, all references therein and herein to the “Loan Documents” shall be deemed to include, in any event, this Amendment and each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement as amended hereby.

SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURES FOLLOW]

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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 hereunto duly authorized, as of the date first above written.

BORROWER
TAXI MEDALLION LOAN TRUST I
By:	/s/Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
LENDER
MERRILL LYNCH COMMERCIAL FINANCE CORP.
By:	/s/ Joshua A. Green
Name:	Joshua A. Green
Title:	Director

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION:
AT THE COMPANY:	AT ZLOKOWER COMPANY
Medallion Financial Corp.
437 Madison Avenue
New York, New York 10022
Andrew M. Murstein, President	Public Relations
Larry D. Hall, CFO	Harry Zlokower/Dave Closs
1-212-328-2100	1-212-447-9292
1-877-MEDALLION

FOR IMMEDIATE RELEASE

MEDALLION FINANCIAL ANNOUNCES INCREASE AND

EXTENSION OF CREDIT FACILITY

FACILITY INCREASED FROM $325,000,000 TO $475,000,000 AND EXTENDED FROM

SEPTEMBER 2006 TO SEPTEMBER 2008

NEW YORK, N.Y., January 10, 2006 — Medallion Financial Corp. (NASDAQ: TAXI), a specialty finance company with a leading position servicing the taxicab industry and other niche markets in small business and consumer lending, announced that it has signed an amendment with one of its lenders, Merrill Lynch Commercial Finance Corp., to amend its existing credit facility. The amendment increases the amount of the facility from $325,000,000 to $475,000,000 . In addition, the current facility, which was to mature in September 2006, has now been extended until September 2008.

(more)

Medallion Financial Announces Facility Amendment, page 2

The amendment further provides Medallion with, among other items, increased borrower and guarantor concentration limits.

Andrew Murstein President of Medallion stated, “ From day one this has been an outstanding relationship with Merrill. With their support, along with our own bank, we have grown our medallion portfolio by 50% over the past two years to all-time highs. This new increase provides us with the flexibility and improved liquidity to permit us to grow our portfolio in the years ahead.”

Medallion Financial Corp. is a specialty finance company with a leading position in the origination and servicing of loans financing the purchase of taxicab medallions and related assets. The Company also originates and services commercial and consumer loans in targeted niche industries. The Company and its subsidiaries have lent over $3 billion to its taxicab, commercial, and consumer customers. Since its initial public offering in 1996 the company has paid out more than $90 million in dividends representing more than $6 per share.

Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, costs, sales, net investment income, earnings, and growth. Medallion’s actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those factors discussed under the heading “Investment Considerations,” in Medallion’s 2004 Annual Report on Form 10-K.