Fifth Amended and Restated Promissory Note



 Exhibit 4.1 
 FIFTH AMENDED AND RESTATED PROMISSORY NOTE 
  

			
	 $150,000,000
	 	September 12, 2003
	 As of September 12, 2008, $135,000,000
	 	Amended and Restated January 7, 2005
		 	Further Amended and Restated January 9, 2006
		 	Further Amended and Restated September 5, 2006
		 	Further Amended and Restated June 19, 2008
		 	Further Amended and Restated June 27, 2008
		 	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 ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (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. 1, dated as of August 12,
2004, Amendment No. 2, dated as of January 7, 2005, by that certain Amendment No. 3, dated as of January 9, 2006, by that certain Amendment No. 4, dated as of September 5, 2006, by that certain Amendment No. 5,
dated as of December 19, 2006, by that certain Omnibus Amendment and Agreement, dated as of March 18, 2008, by that certain Amendment No. 7, dated as of June 19, 2008 and by that certain Second Omnibus Amendment and Agreement,
dated as of June 27, 2008 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 Fourth Amended and Restated Promissory Note dated June 19, 2008, made by the Borrower in favor of the Lender in the original principal amount of Two Hundred Fifty Million
Dollars ($250,000,000) (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


 Signature Page to Fifth Amended and Restated Note