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)

July 31, 2007

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware	814-00188	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 July 31, 2007, Medallion Financial Corp. (“Medallion”) entered into an amendment (the “Amendment”) to its existing Loan and Security Agreement, dated April 26, 2004 (as previously amended, supplemented or otherwise modified, the “Loan Agreement”), by and between Medallion and Sterling National Bank. Under the terms of the Amendment, the maturity date of the Loan Agreement was extended to June 30, 2008. In connection with the Amendment, on July 31, 2007, Medallion executed a Substitute Revolving Credit Note (the “Note”), in favor of Sterling National Bank, for up to $20 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.

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

On August 1, 2007, Medallion Funding Corp. (“Medallion Funding”), a wholly-owned subsidiary of Medallion Financial Corp., entered into an amendment (the “Amendment”) to its Amended and Restated Revolving Secured Line of Credit Promissory Note, dated March 6, 2006 (the “Note”), in favor of Atlantic Bank, a division of New York Commercial Bank, for up to $8 million in principal amount. Under the terms of the Amendment, the maturity date of the Note was extended to September 15, 2007.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
4.1	Substitute Revolving Credit Note, dated July 31, 2007, by Medallion Financial Corp., in favor of Sterling National Bank.
4.2	Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of July 26, 2007, by Medallion Funding Corp., in favor of Atlantic Bank.
10.1	Third Amendment to Loan and Security Agreement, dated July 31, 2007, by and between Medallion Financial Corp. and Sterling National Bank.

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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:	August 3, 2007

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Exhibit Index

Exhibit No.	Description
4.1	Substitute Revolving Credit Note, dated July 31, 2007, by Medallion Financial Corp., in favor of Sterling National Bank.
4.2	Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note, dated as of July 26, 2007, by Medallion Funding Corp., in favor of Atlantic Bank.
10.1	Third Amendment to Loan and Security Agreement, dated July 31, 2007, by and between Medallion Financial Corp. and Sterling National Bank.

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EX-4.1

EXHIBIT 4.1

SUBSTITUTE REVOLVING CREDIT NOTE

$20,000,000 July 31, 2007

FOR VALUE RECEIVED, the undersigned, MEDALLION FINANCIAL CORP. a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay on or before June 30, 2008 (the “Revolving Credit Termination Date”), to the order of STERLING NATIONAL BANK (the “Bank”), at the office of the Bank located at 650 Fifth Avenue, New York, New York 10019, or at such other location as the Bank shall designate, in lawful money of the United States of America and in immediately available funds, the principal amount of the lesser of (i) $20,000,000, or (ii) so much thereof as shall have been advanced (the “Advances”) by the Bank to the Borrower and remain outstanding pursuant to that certain Loan and Security Agreement dated April 26, 2004 by and between the Borrower and the Bank, as amended by a First Amendment thereto dated July 28, 2005, a letter agreement dated June 15, 2006, a Second Amendment thereto dated August 14, 2006, a letter agreement dated June 27, 2007 and a Third Amendment thereto dated as of the date hereof (collectively, the “Agreement”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time at a rate or rates per annum and at such times as are provided in the Agreement. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed.

All Advances made by the Bank to the Borrower hereunder may be noted by the Bank on any schedule or other record which may now or hereafter be annexed by the Bank hereto, and the Bank is authorized to make such notations which shall be prima facie evidence of the principal amount outstanding hereunder at any time; provided, however, that any failure to make such a notation (or any error in notation) shall not limit or otherwise affect the obligation of the Borrower hereunder, which is and shall remain absolute and unconditional.

This Note is secured by the Collateral, the Security Agreement and other collateral described in the Agreement, and is jointly and severally guaranteed by the Pledgors.

The Borrower shall pay to the Bank a late charge (the “Late Charge”) in an amount equal to five percent (5%) of any payment which is more than ten (10) days in arrears to cover the extra expense involved in handling delinquent payments. The term “payments” shall be construed to include principal, interest, fees and any other amount due under the terms of this Note or any of the other Loan Documents. Acceptance by the Bank of payment of a Late Charge shall in no way be construed to be an election of remedies or waiver by the Bank of any of its rights at law or under the terms of any of the Loan Documents.

This Note may be prepaid, in whole or in part, at any time or from time to time, in accordance with the provisions of the Agreement.

All payments made hereunder shall be applied: first, to any fees or other charges owing to the Bank hereunder; second, to accrued and unpaid interest; and third, to the outstanding principal balance hereof. Notwithstanding the foregoing, upon the occurrence of an Event of Default, the Bank may apply payments received hereunder in such manner as it shall determine in its sole and absolute discretion.

The Bank may declare this Note to be immediately due and payable if any of the following events shall have occurred and be continuing:

(1) Failure by the Borrower to make any payment of principal or interest under this Note on any date when due; or

(2) An Event of Default shall have occurred under the Agreement or any of the other Loan Documents.

Upon the occurrence of any Event of Default, the Bank may, in addition to such other and further rights and remedies as provided by law or under any of the Loan Documents, (i) collect interest on such overdue amount from the date of such maturity until paid at a rate per annum equal to two percent (2%) in excess of the rate otherwise in effect hereunder, (ii) setoff such amount against any deposit account maintained in the Bank by the Borrower, and such right of setoff shall be deemed to have been exercised immediately upon such stated or accelerated maturity even though such setoff is not noted on the records of the Bank until a later time, and (iii) hold as security any property heretofore or hereafter delivered into the custody, control or possession of the Bank or any entity acting as agent for the Bank by any person liable for the payment of this Note.

This Note may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.

Should the indebtedness represented by this Note or any part hereof be collected at law or in equity, or in bankruptcy, receivership, or any other court proceeding, or should this Note be placed in the hands of attorneys for collection upon default, the Borrower agrees to pay, in addition to the principal and interest due and payable hereon, all reasonable costs and expenses of collecting or attempting to collect this Note, including reasonable attorneys’ fees and expenses.

This Note shall be and remain in full force and effect and in no way impaired until the actual payment thereof to the Bank, its successors or assigns.

Anything herein to the contrary notwithstanding, the obligations of the Borrower under this Note shall be subject to the limitation that payments of interest shall not be required to the extent that receipt of any such payment by the Bank would be contrary to provisions of law applicable to the Bank limiting the maximum rate of interest which may be charged or collected by the Bank.

The Borrower and all endorsers and guarantors of this Note hereby waive presentment, demand for payment, protest and notice of dishonor of this Note.

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This Note is binding upon the Borrower and its successors and permitted assigns and shall inure to the benefit of the Bank and its successors and assigns.

This Note and the rights and obligations of the parties hereto shall be subject to and governed by the laws of the State of New York without regard to any conflict of laws principles.

This Note is executed and delivered by the Borrower in substitution for, but not in repayment of, the Substitute Revolving Credit Note dated August 14, 2006 from the Borrower to the Bank in the maximum principal amount of $20,000,000 (the “Prior Note”); provided, however, that the execution and delivery by the Borrower of this Note shall not constitute a refinancing, repayment, accord and satisfaction or novation of the Prior Note or the indebtedness evidenced thereby.

IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed by its authorized officer as of the date set forth on the first page hereof.

MEDALLION FINANCIAL CORP.
By:	/s/ Brian S. O’Leary
Name:
Title:

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STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

On the 31st day of July, 2007, before me, the undersigned, personally appeared Brian O’Leary, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

/s/ Jeffrey Yin

Notary Public

JEFFREY YIN

Notary Public, State of New York

No. 02YI6040534

Qualified in New York County

Commission Expires April 24, 2010

EX-4.2

EXHIBIT 4.2

AMENDMENT TO

REVOLVING SECURED LINE OF CREDIT PROMISSORY NOTE

This Amendment entered into as of July 26, 2007 by and between the undersigned Borrower (the “Borrower”) and ATLANTIC BANK, a division of New York Commercial Bank (the “Bank”).

WHEREAS, the Bank extended a revolving line of credit to the Borrower as evidenced by an Amended and Restated Revolving Secured Line of Credit Promissory Note dated March 6, 2006 in the principal balance of Six Million Dollars ($6,000,000) and subsequently increased to Eight Million Dollars ($8,000,000) by amendment dated March 22, 2007 (the “Note”), (all documents and agreements executed by the Borrower in connection with the Note are hereinafter referred to as the “Loan Documents”),

WHEREAS, the Borrower has requested, and the Bank has agreed, to make certain amendments to the Note.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Any term not defined herein shall have the same meaning as in the Note.

2. Section 1. is amended by changing the “Maturity Date” to September 15, 2007.

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

(a) Each and every one of the representations and warranties set forth in the Loan Documents is true as of the date hereof and with the same effect as though made on the date hereof, and is hereby incorporated herein in full by reference as if fully restated herein in its entirety.

(b) No Default or Event of Default and no event or condition which, with the giving of notice or lapse of time or both, would constitute such a Default or Event of Default, now exists or would exist.

4. Except as set forth herein and amended and modified hereby, the Note and Loan Documents have not been amended or modified and remain in full force and effect.

5. Borrower waives any offset defense or counterclaim. Borrower may now have or may have in the future with regard to the Note and Loan Documents.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered on the date first written above.

ACKNOWLEDGEMENT AND SIGNATURE PAGE TO FOLLOW

Amendment to Amended and Restated Revolving Secured Line of Credit Promissory Note

As of My 26, 2007

Page -2-

Borrower:
MEDALLION FUNDING CORP.
By:	/s/ Brian S. O’Leary
	Signature
Print Name:	Brian S. O’Leary
Title:	C.O.O.

Accepted By: ATLANTIC BANK, a division of New York Commercial Bank

By:	/s/ Christopher Lynch
	Christopher Lynch
	Vice President

EX-10.1

EXHIBIT 10.1

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is dated July 31, 2007 and is by and between MEDALLION FINANCIAL CORP., a Delaware corporation having an address of 437 Madison Avenue, New York, New York 10022 (the “Borrower”), and STERLING NATIONAL BANK, a national banking association having an address of 650 Fifth Avenue, New York, New York 10019 (the “Bank”).

RECITALS

A. The Borrower and the Bank entered into a Loan and Security Agreement dated April 26, 2004 (the “Original Loan Agreement”), pursuant to which the Bank has agreed to extend certain credit and make certain loans to the Borrower.

B. Pursuant to a First Amendment to Loan and Security Agreement dated July 28, 2005 (the “First Amendment”), the Borrower and the Bank amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to June 30, 2006.

C. Pursuant to a letter agreement dated June 15, 2006 (the “First Letter Extension”), the Borrower and the Bank further amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to August 31, 2006.

D. Pursuant to a Second Amendment to Loan and Security Agreement dated August 14, 2006 (the “Second Amendment”), the Borrower and the Bank further amended the Original Loan Agreement by, among other things, extending the Revolving Credit Termination Date (as defined therein) to June 30, 2007.

E. Pursuant to a letter agreement dated June 27, 2007 (the “Second Letter Extension”) (the Original Loan Agreement, as amended by the First Amendment, the First Letter Extension, the Second Amendment and the Second Letter Extension, is collectively referred to herein as the “Loan Agreement”), the Borrower and the Bank further amended the Original Loan Agreement by extending the Revolving Credit Termination Date (as defined therein) to July 31, 2007.

F. The Borrower has requested, and the Bank has agreed to make, certain amendments to the Loan Agreement, all as more fully described herein.

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

AGREEMENT

1. Defined Terms. Except as otherwise indicated herein, all words and terms defined in the Loan Agreement shall have the same meanings when used herein.

2. Change in Borrowing Base. The definition of the term “Borrowing Base” set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Borrowing Base” shall mean at any time an amount equal to (i) one hundred (100%) percent of the portion of the aggregate outstanding principal amount of all Eligible Underlying Loans that is owned and held by the Borrower or a Pledgor plus (ii) $5,000,000.

3. Extension of Revolving Credit Termination Date. The Revolving Credit Termination Date is hereby extended from July 31, 2007 to June 30, 2008. Accordingly, the definition of the term “Revolving Credit Termination Date” set forth in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Revolving Credit Termination Date” shall mean June 30, 2008.

4. Demand Deposit Accounts. The Loan Agreement is hereby amended to delete the requirement that the Borrower maintain minimum Borrower DDA Balances. Accordingly, Section 2.13 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.13 Demand Deposit Accounts. The Borrower shall maintain demand deposit account(s) with the Bank.

5. Amendments to Other Loan Documents. Each of the other Loan Documents is hereby amended to the extent necessary to reflect the amendments to the terms of the Loan Agreement effected by this Amendment. Without limiting the generality of the foregoing, each of the other Loan Documents shall secure the Revolving Credit Note (as defined below) to the same extent, and with the same effect, as it secured the Prior Note (as defined below). The Borrower shall take or cause to be taken such actions, and shall execute, deliver, file and/or record or cause to be executed, delivered, filed and/or recorded such documents and other instruments, as the Bank shall deem to be necessary or advisable in order to confirm, implement or perfect the amendments to the other Loan Documents effected by this Paragraph.

6. No Defenses. The Borrower acknowledges that, as of the date hereof, the aggregate outstanding principal balance under the Revolving Credit Loan is $0. The Borrower acknowledges and agrees that, as of the date hereof, it has no offsets, counterclaims or defenses of any nature whatsoever to its Obligations to the Bank under the Loan Agreement or any of the other Loan Documents, and hereby expressly waives and releases any and all claims against the Bank which exist on the date hereof with respect thereto.

7. Substitute Note. Concurrently herewith, the Borrower is executing and delivering to the Bank a Substitute Revolving Credit Note in the maximum principal amount of

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$20,000,000 (the “Revolving Credit Note”) in substitution for, but not in repayment of, the Substitute Revolving Credit Note dated August 14, 2006 in the maximum principal amount of $20,000,000 previously issued by the Borrower to the Bank (the “Prior Note”). The execution and delivery by the Borrower of the Revolving Credit Note pursuant to the provisions hereof shall not constitute a refinancing, repayment, accord and satisfaction or novation of the Prior Note or the indebtedness evidenced thereby.

8. Reaffirmation of Guaranty and Security Agreement. In order to induce the Bank to enter into this Amendment and to amend the Loan Agreement as provided herein, the Borrower is causing the Pledgors to execute and deliver to the Bank concurrently herewith a Reaffirmation of Guaranty and Security Agreement.

9. Representations and Warranties. In order to induce the Bank to enter into this Amendment and to amend the Loan Agreement as provided herein, the Borrower hereby represents and warrants to the Bank that:

(a) All of the representations and warranties of the Borrower set forth in the Loan Agreement are true, complete and correct in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof and as if set forth at length herein.

(b) After giving effect to this Amendment, no Event of Default presently exists and is continuing on and as of the date hereof.

(c) Since the date of the Borrower’s most recent financial statements delivered to the Bank, the Borrower has not experienced a material adverse effect in its business, operations or financial condition.

(d) The Borrower has full power and authority to execute, deliver and perform any action or step which may be necessary to carry out the terms of this Amendment and this Amendment has been duly executed and delivered by the Borrower and is the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency, general equity principles or other similar laws affecting the enforcement of creditors’ rights generally.

(e) The execution, delivery and performance of this Amendment will not (i) violate any provision of any existing law, statute, rule, regulation or ordinance, (ii) conflict with, result in a breach of, or constitute a default under (A) the certificate of incorporation or by-laws of the Borrower, (B) any order, judgment, award or decree of any court, governmental authority, bureau or agency, or (C) any mortgage, indenture, lease, contract or other material agreement or undertaking to which the Borrower is a party or by which the Borrower or any of its properties or assets may be bound, or (iii) result in the creation or imposition of any lien or other encumbrance upon or with respect to any property or asset now owned or hereafter acquired by the Borrower, other than liens in favor of the Bank, except, in the case of clauses (ii) and (iii) above, for any deviation from the foregoing which would not reasonably be expected to have a Material Adverse Effect.

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(f) No consent, license, permit, approval or authorization of, exemption by, notice to, report to, or registration, filing or declaration with any person is required in connection with the execution, delivery and performance by the Borrower of this Amendment or the validity thereof or the transactions contemplated thereby, other than (i) filing or recordation of financing statements and like documents in connection with the Liens granted in favor of the Bank, (ii) those consents, if they were not obtained or made, which would not reasonably be expected to have a Material Adverse Effect and (iii) filings which the Borrower may be obligated to make with the Securities and Exchange Commission.

10. Bank Costs. The Borrower shall reimburse the Bank on demand for all costs, including reasonable legal fees and expenses and recording fees, incurred by the Bank in connection with this Amendment and the transactions referenced herein. If payment of such costs is not made within ten (10) days of the Bank’s demand therefor, the Bank may, and the Borrower irrevocably authorizes the Bank to, charge the Borrower’s account with the Bank or make an Advance under the Revolving Credit Loan in order to satisfy such obligation of the Borrower.

11. Counterparts. This Amendment may be signed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

12. No Change. Except as expressly set forth herein, all of the terms and provisions of the Loan Agreement shall continue in full force and effect.

13. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date set forth on the first page hereof.

MEDALLION FINANCIAL CORP.
By:	/s/ Brian S. O’Leary
Name:
Title:
STERLING NATIONAL BANK
By:	/s/ Richard F. Assaf
Name:	Richard F. Assaf
Title:	Vice President

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