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)

June 30, 2008

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, 38^th 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 June 30, 2008, Medallion Financial Corp. (“Medallion”) entered into an amendment (the “Amendment”) to its existing Loan and Security Agreement, dated April 26, 2004 (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 August 31, 2008.

In connection with the Amendment, on June 30, 2008, 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
4.1	Substitute Revolving Credit Note, dated June 30, 2008, by Medallion Financial Corp., in favor of Sterling National Bank.
10.1	Extension Letter to Loan and Security Agreement, dated June 30, 2008, 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:	July 2, 2008

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Exhibit Index

Exhibit No.	Description
4.1	Substitute Revolving Credit Note, dated June 30, 2008, by Medallion Financial Corp., in favor of Sterling National Bank.
10.1	Extension Letter to Loan and Security Agreement, dated June 30, 2008, 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 As of June 30, 2008

FOR VALUE RECEIVED, the undersigned, MEDALLION FINANCIAL CORP. a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay on or before August 31, 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 and a Third Amendment thereto dated June 30, 2007 and a Fourth Amendment dated December 31, 2007, 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:	Brian S. O’Leary
Title:	Chief Operating Officer

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EX-10.1

Exhibit 10.1

	500 SEVENTH AVENUE NEW YORK, NY 10018-4502
	PHONE: 212-575-6339 FAX: 212-382-3442
	richard.assaf@sterlingbancorp.com www.sterlingbancorp.com
	Richard Assaf Vice President
June 27, 2008

Mr. Alvin Murstein

Medallion Financial, Inc.

437 Madison Ave. 38^th Floor

New York, NY 10022

Re: $20,000,000 Revolving Credit Note and Loan

and Security Agreement dated August 14, 2006.

Dear Mr. Murstein:

Reference is made to the Loan and Security Agreement (“Agreement”) dated August 14, 2006 by and between Medallion Financial Corp. (“Borrower”) and Sterling National Bank (“Lender”) and the underlying Revolving Credit Note (“Promissory Note”), which the Borrower executed in the original principal amount of twenty million dollars ($20,000,000.00), which expires on June 30, 2008. As you know, the Lender’s obligation to make advances under the Agreement expires, and all amounts due and owing under the Promissory Note and the Agreement are payable in full, on June 30, 2008 (the “Revolving Credit Termination Date”). Lender is willing to extend the Revolving Credit Termination Date to August 31, 2008 (the “Extended Revolving Credit Termination Date”), subject to the following terms and conditions:

1. All other terms and conditions of the Agreement and the Promissory Note remain in full force and effect.

2. The Extended Revolving Credit Termination Date shall be effective upon receipt by the Lender of a copy of this letter signed by the Borrower no later than June 30, 2008.

In order to induce Lender to grant this extension Borrower hereby represents that: (a) there is no default or event of default under the Agreement, the Note or any other loan document, (b) the principal amount currently outstanding under the Note and the Agreement is $0, and the Borrower has no claims, defenses or offsets against the payment thereof, and (c) the Borrower ratifies and reaffirms the Note, the Agreement and the other loan documents in their entirety.

If the foregoing is satisfactory, please have a copy of this letter signed by the Borrower and return the executed copy to me by overnight delivery service.

Yours truly,

Sterling National Bank

/s/ Richard F. Assaf

Richard F. Assaf

First Vice President

AGREED AND ACCEPTED THIS 30 DAY OF JUNE 2008

Medallion Financial Corp.
By:	/s/ Alvin Murstein
Name:	ALVIN MURSTEIN
Title:	CEO