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)

November 29, 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 OBLIGATION.

On November 29, 2007, Taxi Medallion Loan Trust II (the “Trust”), an indirect wholly-owned subsidiary of Medallion Financial Corp. (the “Company”), entered into an amendment (the “Amendment”) which amended the Loan and Security Agreement, dated December 19, 2006 (the “Credit Agreement”), by and between the Trust, Citicorp North America, Inc. (“CNAI”) as Administrative Agent, Citibank N.A. as the committed institutional lender and Charta LLC as the conduit lender. Under the terms of the Amendment, the commitment amount of the credit facility was increased to $250 million, the term of the Credit Agreement was extended to November 27, 2008 and other technical changes were implemented. In connection with the Amendment, on November 29, 2007, the Trust executed an Amended and Restated Promissory Note (the “Note”), in favor of CNAI for the benefit of the lenders in CNAI’s related lender group, for $250 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
4.1	Amended and Restated Promissory Note, dated November 29, 2007, by Taxi Medallion Loan Trust II, in favor of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the lenders in the Managing Agent’s related lender group.
10.1	Amendment No. 1 to Loan And Security Agreement, dated as of November 29, 2007, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent.

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:	December 3, 2007

Exhibit Index

Exhibit No.	Description
4.1	Amended and Restated Promissory Note, dated November 29, 2007, by Taxi Medallion Loan Trust II, in favor of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the lenders in the Managing Agent’s related lender group.
10.1	Amendment No. 1 to Loan And Security Agreement, dated as of November 29, 2007, among Taxi Medallion Loan Trust II, the persons from time to time party thereto as Conduit Lenders, the financial institutions from time to time party thereto as Committed Lenders, the financial institutions from time to time party thereto as Managing Agents, and Citicorp North America, Inc., as Administrative Agent.

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED PROMISSORY NOTE

$250,000,000	November 29, 2007
	New York, New York

FOR VALUE RECEIVED, TAXI MEDALLION LOAN TRUST II, a Delaware statutory trust (the “Borrower”), hereby promises to pay to the order of Citicorp North America, Inc. (the “Managing Agent”) for the benefit of the Lenders in the Managing Agent’s related Lender Group, in lawful money of the United States, and in immediately available funds, the principal sum of $250,000,000 (or such lesser amount as shall equal the aggregate unpaid principal amount of the Advances made by the Lenders in the Managing Agent’s Lender Group 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 Amended and Restated Promissory Note (this “Note”) is one of the Notes referred to in that certain Loan and Security Agreement, dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among the Borrower, the Managing Agent, the other “Managing Agents” from time to time party thereto, the “Lenders” from time to time party thereto, and Citicorp North America, Inc., as Administrative Agent. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement.

The date and amount of each Advance made by the Lenders in the Managing Agent’s Lender Group to the Borrower and each payment made on account of the principal thereof, shall be recorded by the Managing Agent on its books and, prior to any transfer of this Note, endorsed by the Managing Agent 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 Managing Agent 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 Lenders in the Managing Agent’s Lender Group.

The Borrower agrees to pay all the Managing Agent’s and all of the Lenders’ in the Managing Agent’s Lender Group costs of collection and enforcement (including reasonable attorneys’ fees and disbursements of the Managing Agent’s and such Lenders’ 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 (a) waives diligence, presentment, protest and demand and also notice of protest, demand, dishonor and nonpayments of this Note, (b) expressly agrees that this Note, or any payment hereunder, may be extended from time to time, and consents 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 agrees 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 Managing Agent 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 Managing Agent 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.

The principal amount of this Note includes the indebtedness heretofore evidenced by that certain Promissory Note dated December 19, 2006 made by the Borrower to the order of the Managing Agent in the stated amount of $125,000,000 (the “Existing Note”) and is in no way intended to constitute a novation of the Issuer’s indebtedness which was evidenced by the Existing Note.

TAXI MEDALLION LOAN TRUST II
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Brian S. O’Leary
Name:	Brian S. O’Leary
Title:	Vice President

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EX-10.1

Exhibit 10.1

EXECUTION COPY

This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 29, 2007 by and among TAXI MEDALLION LOAN TRUST II (the “Borrower”), THE FINANCIAL INSTITUTIONS PARTY HERETO, as Conduit Lenders (the “Conduit Lenders”), THE FINANCIAL INSTITUTIONS PARTY HERETO, as Committed Lenders (the “Committed Lenders”), THE FINANCIAL INSTITUTIONS PARTY HERETO, as Managing Agents (the “Managing Agents”), and CITICORP NORTH AMERICA, INC., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not defined herein shall have the meanings given to such terms in the LSA referred to below.

PRELIMINARY STATEMENTS

A. The parties hereto are parties to that certain Loan and Security Agreement dated as of December 19, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “LSA”).

B. The parties hereto have agreed to amend the LSA on the terms and conditions set forth herein.

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

SECTION 1. Amendment to the LSA. Effective as of the “Amendment Effective Date” (as defined below) and subject to the satisfaction of the condition precedents set forth in Section 2 below, the LSA is hereby amended as follows:

1.1 Section 1.01 of the LSA is hereby amended as follows:

(a) The definition of “Commitment Termination Date” set forth therein is amended to delete the reference to the date “December 18, 2007” set forth therein and to replace such date with the date “November 27, 2008.”

(b) The definition of “Credit Advance Rate” set forth therein is amended to delete the percentage “50%” set forth opposite “Class E Medallion Loan” in the table set forth in such definition and to replace such percentage with the percentage “0%.”

(c) The definition of “Discount Rate” set forth therein is hereby amended and restated in its entirety as follows:

“Discount Rate” means, as of any date of determination, a per annum rate equal to (a) the “Servicing Fee Rate” (as defined in the Servicing Agreement) plus (b) 1.00% plus (c) the greater of

(i) the Swap Rate as of such date of determination plus 0.05%, and

(ii) the LIBO Rate as of such date of determination.

1.2 Section 7.10 of the LSA is hereby amended and restated in its entirety as follows:

Section 7.10 Hedging Strategy. The Borrower shall implement a commercially reasonable Hedging Strategy satisfactory to the Administrative Agent and the Borrower shall at all times thereafter maintain a commercially reasonable Hedging Strategy acceptable to the Administrative Agent if

(i) an Event of Default has occurred, or

(ii) (A) the Termination Date has occurred and (B) the two month rolling average Discount Spread reported in any Borrowing Base Certificate exceeded 2.5%.

1.3 Schedule 1 to the LSA is amended to add the following clause (ddd) at the end of such schedule:

(ddd) Such Medallion Loan in not a Class E Medallion Loan.

1.4 Schedule 2 to the LSA is amended and restated in its entirety as Attachment I attached hereto.

SECTION 2. Effective Date. This Amendment shall become effective, as of the date first above written (the “Amendment Effective Date”), upon receipt by the Administrative Agent of (i) a counterpart to this Amendment duly executed by each party hereto, (ii) an Amended and Restated Promissory Note in substantially the form of Attachment II attached hereto, (iii) a counterpart to the Amended and Restated Fee Letter (the “Fee Letter”) dated the date hereof among the Borrower, the Administrative Agent, and Citicorp North America, Inc., in its capacity as a Managing Agent duly executed by each party thereto and (iv) all fees payable to the Administrative Agent pursuant to Section 3 of the Fee Letter in connection with the increase to the Maximum Committed Credit contemplated hereby.

SECTION 3. Covenants, Representations and Warranties of the Borrower.

3.1 Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made by it in the LSA and agrees that all such covenants, representations and warranties shall be deemed to have been re-made as of the Amendment Effective Date.

3.2 As of the Amendment Effective Date, the Borrower represents and warrants to the Lenders, the Managing Agents and the Administrative Agent that:

(a) no Event of Default or Default exists or will result from the execution of this Amendment; and

(b) each of the LSA (as amended by this Amendment) and this Amendment has been duly authorized by proper proceedings of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity which may limit the availability of equitable remedies.

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SECTION 4. Effect on the LSA.

4.1 On and after the Amendment Effective Date, each reference in the LSA to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and all references to the LSA in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean and be a reference to the LSA as amended hereby. The LSA and other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

4.2 The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party to the LSA or any of the other Transaction Documents, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

4.3 Each party hereto agrees and acknowledges that this Amendment constitutes a “Transaction Document” under and as defined in the LSA.

SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES).

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile shall be deemed as effective as delivery of an originally executed counterpart. Any party delivering an executed counterpart of this Amendment by facsimile will also deliver an original executed counterpart, but the failure of any party to so deliver an original executed counterpart of this Amendment will not affect the validity or effectiveness of this Amendment.

SECTION 7. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of each party hereto and their respective successors and assigns.

SECTION 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 9. Expenses. The Borrower agrees to promptly reimburse the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without limitation, legal fees, it has heretofore or hereafter incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and all other instruments, documents and agreements executed and delivered in connection with this Amendment.

SECTION 10. Integration. This Amendment contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Amendment supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Amendment, all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Amendment, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.

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[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first set forth above to be effective as hereinabove provided.

TAXI MEDALLION LOAN TRUST II, as Borrower
By:	/s/ Andrew M. Murstein
Name:	Andrew M. Murstein
Title:	President
By:	/s/ Brian S. O’Leary
Name:	Brian S. O’Leary
Title:	Vice President
CITICORP NORTH AMERICA, INC., as a Managing Agent and as Administrative Agent
By:	/s/ Kimberly A. Conyngham
Name:	Kimberly A. Conyngham
Title:	Vice President
CHARTA, LLC, as a Conduit Lender
By:	Citicorp North America, Inc.,
	as Attorney-in-Fact
By:	/s/ Kimberly A. Conyngham
Name:	Kimberly A. Conyngham
Title:	Vice President
CITIBANK, N.A., as a Committed Lender
By:	/s/ Kimberly A. Conyngham
Name:	Kimberly A. Conyngham
Title:	Vice President