Second Amended and Restated Promissory Note, dated January 9, 2006


 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