Exhibit 2.1
Execution Copy
THIS AMENDMENT NO. 10 to that certain Agreement and Plan of Merger, dated
as of May 4, 2000 (the "Merger Agreement"), by and among Medallion Financial
Corp., AMTC Merger Corp. and Ameritrans Capital Corporation is made, executed
and delivered as of this 29th day of November, 2000 by the parties hereto
pursuant to Section 14.4 of the Merger Agreement. All capitalized terms not
otherwise defined shall have the meanings ascribed to such terms in the Merger
Agreement.
W I T N E S S E T H:
WHEREAS, the parties desire to amend and restate certain terms and
conditions of the Merger Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1.1. Amendment. Section 8.9 is hereby amended by deleting subsection 8.9
and inserting the following in lieu thereof:
"Section 8.9 Financing. (a) Parent shall by January 23, 2001, have either
(i) received from the Company's lenders such lender's consent (a) to this
Agreement and the transactions contemplated hereby and (b) to continue
financing upon the same terms (or upon terms satisfactory to Parent) or
(ii) using commercially reasonable best efforts, obtained comparable
financing to replace any Company financing for which lender approval has
not been received."
1.2. Counterparts. This agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties hereto.
1.3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.
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IN WITNESS WHEREOF, the parties have executed this agreement on the date
first above written.
MEDALLION FINANCIAL CORP.
By: /s/ Andrew Murstein
-----------------------
Name: Andrew Murstein
Title: President
AMTC MERGER CORP.
By: /s/ Andrew Murstein
-----------------------
Name: Andrew Murstein
Title: President
AMERITRANS CAPITAL CORPORATION
By: /s/ Gary C. Granoff
-----------------------
Name: Gary C. Granoff
Title: President
