Amended and Restated Promissory Note



 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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