Exhibit 4.8.1
 BNY TRUST COMPANY OF CANADA
 
 FLEET LEASING RECEIVABLES TRUST
  COMPUTERSHARE TRUST COMPANY OF CANADA
  
 SERIES 2010-1 SUPPLEMENTAL INDENTURE




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SERIES
2010-1 SUPPLEMENTAL INDENTURE
 TABLE OF CONTENTS
 PageARTICLE 1INTERPRETATIONSection 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Interpretation
    
    
    2Section 1.3
    
    Extended Meanings
    
    
    3Section 1.4
    
    Sections and Headings
    
    
    3Section 1.5
    
    Proper Law of Supplemental Indenture
    
    
    3Section 1.6
    
    Invalidity of Provisions
    
    
    3Section 1.7
    
    Computation of Time Periods
    
    
    3Section 1.8
    
    Non-Business Days
    
    
    4Section 1.9
    
    Accounting Principles
    
    
    4Section 1.10
    
    Currency
    
    
    4Section 1.11
    
    References to Acts of the Trust
    
    
    4ARTICLE 2PRINCIPAL TERMSSection 2.1
    
    Principal Terms
    
    
    5Section 2.2
    
    Application of Moneys
    
    
    11Section 2.3
    
    Voting
    
    
    11Section 2.4
    
    Clean-Up Provision
    
    
    12Section 2.5
    
    Notice of Sale of Related Collateral
    
    
    12Section 2.6
    
    Noteholder Resolutions
    
    
    12ARTICLE 3COVENANTS AND ACKNOWLEDGMENTSSection 3.1
    
    Covenants
    
    
    13Section 3.2
    
    Noteholder Agreements and Acknowledgments
    
    
    14ARTICLE 4GENERALSection 4.1
    
    Confirmation of Trust Indenture
    
    
    20Section 4.2
    
    Obligations of the Trust
    
    
    20Section 4.3
    
    Acceptance
    
    
    20
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TABLE OF CONTENTS
 PageSection 4.4
    
    Limitation of Liability of Issuer Trustee
    
    
    20Section 4.5
    
    Execution in Counterparts
    
    
    21Section 4.6
    
    Formal Date
    
    
    21Section 4.7
    
    Delivery of Executed Copies
    
    
    21Section 4.8
    
    Rule 144A Information
    
    
    21
 SchedulesSchedule A-1a
    
    
    
    Form of Series 2010-1 Class A-1a Asset-Backed NoteSchedule A-1b
    
    
    
    Form of Series 2010-1 Class A-1b Asset-Backed NoteSchedule A-2a
    
    
    
    Form of Series 2010-1 Class A-2a Asset-Backed NoteSchedule A-2b
    
    
    
    Form of Series 2010-1 Class A-2b Asset-Backed NoteSchedule B
    
    
    
    Form of Series 2010-1 Class B Asset-Backed Note
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SERIES 2010-1
SUPPLEMENTAL INDENTURE
 SERIES 2010-1 SUPPLEMENTAL INDENTURE BNY TRUST COMPANY OF
CANADA Issuer Trustee FLEET LEASING RECEIVABLES TRUST Trust COMPUTERSHARE TRUST COMPANY OF
CANADA Indenture Trustee
 WHEREAS
 AND WHEREAS
 AND WHEREAS
 AND WHEREAS
 AND WHEREAS
 NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES
 ARTICLE 1
INTERPRETATION
 Section 1.1 Definitions.
 (1)
    
    In this Supplemental Indenture the following terms will have the following meanings:Accrual Period means, with respect to any Distribution Date, the period from and including
the immediately preceding Distribution Date to but excluding such Distribution Date (or, in
the case of the initial Accrual Period, from and including the Related Series Issuance Date
for the Series 2010-1 Notes to but excluding February 15, 2010).Business Days shall have the meaning set out in the Purchase Agreement.Class A-1a Interest Rate has the meaning set forth in Section 2.1(f) hereof.




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Class A-1b Interest Rate has the meaning set forth in Section 2.1(g) hereof.Class A-2a Interest Rate has the meaning set forth in Section 2.1(h) hereof.Class A-2b Interest Rate has the meaning set forth in Section 2.1(i) hereof.Class B Interest Rate has the meaning set forth in Section 2.1(j) hereof.Purchase Agreement means the trust purchase agreement made as of January 27, 2010 among
BNY Trust Company of Canada as trustee of the Trust, PHH VMS, PHH LP and PHH Corporation.Series 2010-1 Notes means the Notes to be created and issued hereunder, in five Classes,
to be known as Class A-1a Asset-Backed Notes, Class A-1b Asset-Backed Notes, Class A-2a
Asset-Backed Notes, Class A-2b Asset-Backed Notes and Class B Asset-Backed Notes.Series Accounts means any bank or other depository accounts maintained by or on behalf of
the Trust from time to time with respect to the Series 2010-1 Notes, including the Related
Collection Account, any Related Collateral Account, the Cash Spread Account and the Yield
Supplement Account.Supplemental Indenture means this Supplemental Indenture, together with the Schedules
hereto, as amended, supplemented, modified, restated or replaced from time to time, together
with all schedules hereto.Trust Indenture means the trust indenture made as of November 16, 2009 between the Trust
and the Indenture Trustee as amended, supplemented, modified, restated or replaced from time
to time, including pursuant to the terms of this Supplemental Indenture.(2)
    
    Unless otherwise defined in Section 1.1(1), all capitalized terms used in this Supplemental
Indenture shall have the meanings attributed thereto in the Trust Indenture, and if not
defined therein, shall have the meanings attributed thereto in the Purchase Agreement.
 Section 1.2 Interpretation.
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Section 1.3 Extended Meanings.
  Section 1.4 Sections and Headings.
  Section 1.5 Proper Law of Supplemental Indenture.
  Section 1.6 Invalidity of Provisions.
  Section 1.7 Computation of Time Periods.
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Section 1.8 Non-Business Days.
  Section 1.9 Accounting Principles.
 GAAP
 Section 1.10 Currency.
  Section 1.11 References to Acts of the Trust.
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ARTICLE 2
PRINCIPAL TERMS
 Section 2.1 Principal Terms.
  (a)
    
    Name of Notes.The Notes to be issued hereunder shall be designated as Series
2010-1 Notes and such Notes shall be issued in five Classes, designated as Class A-1a
Asset-Backed Notes, Class A-1b Asset-Backed Notes, Class A-2a Asset-Backed Notes, Class
A-2b Asset-Backed Notes and Class B Asset-Backed Notes;(b)
    
    Types of Notes.The Class A-1a Asset-Backed Notes, Class A-1b Asset-Backed
Notes, Class A-2a Asset-Backed Notes and Class A-2b Asset-Backed Notes shall be Senior
Notes, and the Class B Asset-Backed Notes shall be Subordinated Notes;(c)
    
    Aggregate Principal Amount.The aggregate principal amount of (i) the Class
A-1a Asset-Backed Notes of the Series 2010-1 Notes which may be issued is limited to
$40,000,000, (ii) the Class A-1b Asset-Backed Notes of the Series 2010-1 Notes which
may be issued is limited to U.S.$81,585,066.16, (iii) the Class A-2a Asset-Backed Notes
of the Series 2010-1 Notes which may be issued is limited to $90,740,000, (iv) the
Class A-2b Asset-Backed Notes of the Series 2010-1 Notes which may be issued is limited
to $145,900,000, and (v) the Class B Asset-Backed Notes of the Series 2010-1 Notes
which may be issued is limited to $16,952,000;(d)
    
    Series Issuance Date.The Related Series Issuance Date for the Series 2010-1
Notes shall be January 27,2010;(e)
    
    Distribution Dates.The Distribution Dates for the Series 2010-1 Notes, shall
be each Distribution Date under the Purchase Agreement;(f)
    
    Class A-1a Interest.The Class A-1a Asset-Backed Notes shall bear interest on
the outstanding principal balance thereof at a rate per annum (based on a year of 365
days) equal to 1.08354% (the Class A-1a Interest Rate). Interest on the Class A-1a
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-1 Notes until the payment in full of the Class A-1a Asset-Backed Notes, shall be
payable monthly in arrears on each Distribution Date and shall be calculated: (i) with
respect to the first Accrual Period and the related Distribution Date, as an amount
equal to the product of (A) the Class A-1a Interest Rate, (B) the outstanding principal
amount of the Class A-1a Asset-
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Backed Notes on the first day of such Accrual Period, and (C) a fraction equal to
the actual number of days in such Accrual Period divided by 365, and (ii) with
respect to each subsequent Accrual Period and the related Distribution Date, as an
amount equal to the product of (A) the Class A-1a Interest Rate, (B) the outstanding
principal amount of the Class A-1a Asset-Backed Notes on the immediately preceding
Distribution Date, after giving effect to all payments of principal to Class A-1a
Asset-Backed Noteholders on or prior to the immediately preceding Distribution Date,
and (C) a fraction equal to the actual number of days in such Accrual Period divided
by 365;
 (g)
    
    Class A-1b Interest.The Class A-1b Asset-Backed Notes shall bear interest on
the outstanding principal balance thereof at a rate per annum (based on a year of 360
days) equal to 0.46945% (the Class A-1b Interest Rate). Interest on the Class A-1b
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-1 Notes until the payment in full of the Class A-1b Asset-Backed Notes, shall be
payable monthly in arrears on each Distribution Date and shall be calculated: (i) with
respect to the first Accrual Period and the related Distribution Date, as an amount
equal to the product of (A) the Class A-1b Interest Rate, (B) the outstanding principal
amount of the Class A-1b Asset-Backed Notes on the first day of such Accrual Period,
and (C) a fraction equal to the actual number of days in such Accrual Period divided by
360, and (ii) with respect to each subsequent Accrual Period and the related
Distribution Date, an amount equal to the product of (A) the Class A-1b Interest Rate,
(B) the outstanding principal amount of the Class A-1b Asset-Backed Notes on the
immediately preceding Distribution Date, after giving effect to all payments of
principal to Class A-1b Asset-Backed Noteholders on or prior to the immediately
preceding Distribution Date, and (C) a fraction equal to the actual number of days in
such Accrual Period divided by 360;(h)
    
    Class A-2a Interest.The Class A-2a Asset-Backed Notes shall bear interest on
the outstanding principal balance thereof at a rate per annum (based on a year of 365
days) equal to 2.409% (the Class A-2a Interest Rate). Interest on the Class A-2a
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-1 Notes until the payment in full of the Class A-2a Asset-Backed Notes, shall be
payable monthly in arrears on each Distribution Date and shall be calculated: (i) with
respect to the first Accrual Period and the related Distribution Date, as an amount
equal to the product of (A) the Class A-2a Interest Rate, (B) the outstanding principal
amount of the Class A-2a Asset-Backed Notes on the first day of such Accrual Period,
and (C) a fraction equal to the actual number of days in such Accrual Period divided by
365, and (ii) with respect to each subsequent Accrual Period and the related
Distribution Date, as an amount equal to the product of (A) the Class A-2a Interest
Rate, (B) the outstanding principal amount of the Class A-2a Asset-Backed Notes on the
immediately preceding Distribution Date, after giving effect to all payments of
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principal to Class A-2a Asset-Backed Noteholders on or prior to the immediately
preceding Distribution Date, and (C) a fraction equal to the actual number of days
in such Accrual Period divided by 365;
 (i)
    
    Class A-2b Interest.The Class A-2b Asset-Backed Notes shall bear interest on
the outstanding principal balance thereof at a rate per annum (based on a year of 365
days) equal to 2.175% (the Class A-2b Interest Rate). Interest on the Class A-2b
Asset-Backed Notes shall accrue from the Related Series Issuance Date for the Series
2010-1 Notes until the payment in full of the Class A-2b Asset-Backed Notes, shall be
payable monthly in arrears on each Distribution Date and shall be calculated: (i) with
respect to the first Accrual Period and the related Distribution Date, as an amount
equal to the product of (A) the Class A-2b Interest Rate, (B) the outstanding principal
amount of the Class A-2b Asset-Backed Notes on the first day of such Accrual Period,
and (C) a fraction equal to the actual number of days in such Accrual Period divided by
365, and (ii) with respect to each subsequent Accrual Period and the related
Distribution Date, as an amount equal to the product of (A) the Class A-2b Interest
Rate, (B) the outstanding principal amount of the Class A-2b Asset-Backed Notes on the
immediately preceding Distribution Date, after giving effect to all payments of
principal to Class A-2b Asset-Backed Noteholders on or prior to the immediately
preceding Distribution Date, and (C) a fraction equal to the actual number of days in
such Accrual Period divided by 365;(j)
    
    Class B Interest.The Class B Asset-Backed Notes shall bear interest on the
outstanding principal balance thereof at a rate per annum (based on a year of 365 days)
equal to 6.000% (the Class B Interest Rate). Interest on the Class B Asset-Backed
Notes shall accrue from the Related Series Issuance Date for the Series 2010-1 Notes
until the payment in full of the Class B Asset-Backed Notes, shall be payable monthly
in arrears on each Distribution Date and shall be calculated: (i) with respect to the
first Accrual Period and the related Distribution Date, as an amount equal to the
product of (A) the Class B Interest Rate, (B) the outstanding principal amount of the
Class B Asset-Backed Notes on the first day of such Accrual Period, and (C) a fraction
equal to the actual number of days in such Accrual Period divided by 365, and (ii) with
respect to each subsequent Accrual Period and the related Distribution Date, as an
amount equal to the product of (A) the Class B Interest Rate, (B) the outstanding
principal amount of the Class B Asset-Backed Notes on the immediately preceding
Distribution Date, after giving effect to all payments of principal to Class B
Asset-Backed Noteholders on or prior to the immediately preceding Distribution Date,
and (C) a fraction equal to the actual number of days in such Accrual Period divided by
365;(k)
    
    Overdue Interest.Without limiting any obligation of the Trust to make
payments of interest when due, interest due on the Series 2010-1 Notes but not
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paid on any Distribution Date shall be due on the next Distribution Date, together
with additional interest on such overdue interest at the same rate;
 (l)
    
    Interestpari passu. The Class A-1a Asset-Backed Notes, the Class A-1b
Asset-Backed Notes, the Class A-2a Asset-Backed Notes and Class A-2b Asset-Backed Notes
rank pari passuin right of payment of interest, and senior in right of payment of
interest to the Class B Notes.(m)
    
    Payment of Principal.The principal amount of each Series 2010-1 Note of a
particular Class payable on each Distribution Date shall be an amount equal to the pro
rataportion of the aggregate amount available (and required) to be applied by the
Trust to such Class of Series 2010-1 Notes on such Distribution Date pursuant to
Section 6.1(2)(b)(ii)(B) of the Purchase Agreement; provided that payment of such
principal amounts shall be made (i) first, on a pari passubasis, to the Class A-1a
Asset-Backed Notes and the Class A-1b Asset-Backed Notes, until all principal owing in
respect thereof is paid in full, (ii) second, on a pari passubasis, to the Class A-2a
Asset-Backed Notes and the Class A-2b Asset-Backed Notes, until all principal owing in
respect thereof is paid in full, and (iii) thereafter to the Class B Asset-Backed
Notes; provided further that, on the maturity date for each Class of Series 2010-1
Notes, all outstanding principal owing in respect of the Notes of each such Class shall
be payable by the Trust;(n)
    
    Language and Currency.The Class A-1b Asset-Backed Notes of the Series 2010-1
Notes shall be denominated in U.S. Dollars and the Class A-1a Asset-Backed Notes, Class
A-2a Asset-Backed Notes, Class A-2b Asset-Backed Notes and Class B Asset-Backed Notes
of the Series 2010-1 Notes shall be denominated in Canadian Dollars, and such Notes may
be in the English language or the English and the French languages;(o)
    
    Form of Notes.The Series 2010-1 Notes and the certificate of the Paying Agent
to be endorsed thereon shall be substantially in the form of (i) Schedule A-1a in the
case of Class A-1a Asset-Backed Notes of the Series 2010-1 Notes, (ii) Schedule A-1b in
the case of Class A-1b Asset-Backed Notes of the Series 2010-1 Notes, (iii) Schedule
A-2a in the case of Class A-2a Asset-Backed Notes of the Series 2010-1 Notes, (iv)
Schedule A-2b in the case of Class A-2b Asset-Backed Notes of the Series 2010-1 Notes
and (v) Schedule B in the case of Class B Asset-Backed Notes of the Series 2010-1
Notes, in each case with such appropriate insertions, omissions, substitutions and
variations as may be approved by the Issuer Trustee and the Paying Agent;(p)
    
    Maturity Date.The maturity date of the Class A-1a Asset-Backed Notes and the
Class A-1b Asset-Backed Notes is February 15, 2011, the maturity date of the Class A-2a
Asset-Backed Notes and the Class A-2b Asset-Backed Notes is November 15, 2013, and the
maturity date of the Class B Asset-Backed Notes is January 15, 2018;
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(q)
    
    Other Deliveries.The Related Hedging Transaction with respect to the Series
2010-1 Notes is the transaction under the Swap Agreement, and the execution and
delivery of the Swap Agreement by the Trust and the Swap Counterparty is a condition to
the issuance of the Series 2010-1 Notes;(r)
    
    Book-Entry Notes and Definitive Notes.The Series 2010-1 Notes shall initially
be Book-Entry Notes;(s)
    
    Minimum Amounts.The Series 2010-1 Notes shall be issued in minimum
denominations of $150,000 (or U.S. $150,000, as applicable) and, except for the Class
A-1b Asset-Backed Notes, integral multiples of $1,000 (or U.S. $1,000, as applicable)
thereafter;(t)
    
    Security for Related Obligations Secured.The Related Collateral with respect
to the Series 2010-1 Notes (including the Portfolio of Assets acquired pursuant to the
Purchase Agreement, the Cash Spread Account and the Yield Supplement Account) shall be
held as security for the due payment of the Related Obligations Secured alone and shall
not be available for the Related Specified Creditors with respect to any other Series.
For greater certainty, the Related Collateral includes all rights of the Trust under
the Swap Agreement including in respect of any cash collateral or similar account
established pursuant to the Swap Agreement. The Related Obligations Secured shall be
secured solely by the Related Collateral and recourse in respect of the Related
Obligations Secured shall be limited to such Related Collateral;(u)
    
    Related Rating Agencies.DBRS and Moodys are the Rating Agencies in respect
of the Series 2010-1 Notes;(v)
    
    Related Securitization Agreement.The Related Securitization Agreement in
respect of the Series 2010-1 Notes is the Purchase Agreement and the Master Lease
delivered thereunder;(w)
    
    Initial Rating of Notes.The Series 2010-1 Notes will initially be rated (i)
P-1 by Moodys and R-1 (high) by DBRS for Class A-1a Asset-Backed Notes and Class A-1b
Asset-Backed Notes, (ii) Aaa by Moodys and AAA by DBRS for Class A-2a Asset-Backed
Notes and Class A-2b Asset-Backed Notes, and (iii) A2 by Moodys and A by DBRS for
Class B Asset-Backed Notes;(x)
    
    Reserves.The Reserves with respect to Series 2010-1 shall be any Deferred
Rent from time to time payable under the Purchase Agreement, and all amounts from time
to time in the Cash Spread Account or the Yield Supplement Account;(y)
    
    Paying Agent.The Paying Agent for the Series 2010-1 Notes will be
Computershare Trust Company of Canada;
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(z)
    
    Renewal or Extension of Senior Notes.For purposes of Section 3.3(1) of the
Trust Indenture, the holders of Series 2010-1 Notes which are Senior Notes may at any
time in their discretion renew or extend the time of payment of such Senior Notes or
exercise any other of their rights in respect thereof, including, without limitation,
the waiver of a Related Event of Default thereunder, all without assent from the
holders of Series 2010-1 Notes which are Subordinated Notes or the Indenture Trustee;
provided however that the holders of such Senior Notes or the Indenture Trustee shall
provide not less than 10 Business Days prior written notice to the holders of such
Subordinated Notes and the Related Rating Agencies of any such actions;(aa)
    
    Events of Default that Can be Waived.For purposes of Section 8.2(3) of the
Trust Indenture, all Related Events of Default may be waived pursuant to Section 8.2(3)
of the Trust Indenture; and(bb)
    
    Related Events of Default. In addition to those specified in the Trust
Indenture, the happening of any of the following events shall constitute a Related
Event of Default in respect of the Series 2010-1 Notes:
 (i)
    
    the Trust defaults in the payment of the outstanding
principal owing on any Class of Series 2010-1 Notes on the maturity date
therefor; and(ii)
    
    the Swap Agreement is terminated prior to the payment
in full of all principal and interest owing in respect of the Class A-1b
Asset-Backed Notes and, whether or not the Trust is in breach of Section
3.1(e) hereof, the Trust fails to have a replacement currency swap
agreement satisfactory to the Noteholders of Class A-1b Asset-Backed Notes
(as confirmed by an Extraordinary Resolution of such Noteholders), acting
reasonably, in place within 30 days of such termination; provided that the
Trust shall give prompt notice of any such termination of the Swap
Agreement to the Related Rating Agencies;
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Section 2.2 Application of Moneys.
 (1)
    
    For purposes of Section 9.5 of the Trust Indenture, all moneys standing at any time in any
Related Collateral Account with respect to Series 2010-1 Notes or otherwise received by the
Indenture Trustee or by the Receiver pursuant to Article 9 of the Trust Indenture with respect
to Series 2010-1 Notes or any Related Collateral shall be applied as follows:
  (i)
    
    to each of the Indenture Trustee, the Paying Agent
and the Issuer Trustee of the Related Proportionate Share of all fees and
expenses payable to each of them under the provisions hereof and the
Declaration of Trust, respectively (or to any Specified Creditor who has
advanced or paid any such sums in the amount of such sums); and(ii)
    
    to the Indenture Trustee, of the Related
Proportionate Share of all costs, charges and expenses of and incidental
to the appointment of a Receiver of the Related Collateral (including
legal fees and disbursements on a full indemnity basis) and the exercise
by such Receiver or the Indenture Trustee of all or any of the powers
granted to them under this Indenture, including the reasonable
remuneration of such Receiver or any agent or employee of such Receiver or
any agent of the Indenture Trustee and all outgoings properly paid by such
Receiver or the Indenture Trustee in exercising their powers as aforesaid;
and
  (2)
    
    The Trust has no right to prepay or redeem the Series 2010-1 Notes, other than pursuant to
the application of Collections in accordance with Section 6.1 of the Purchase Agreement or as
otherwise contemplated herein.
 (3)
    
    Prior to a Related Event of Default, Collections shall be applied in accordance with Article
6 of the Purchase Agreement.
 Section 2.3 Voting.
 (1)
    
    For so long as part of the Series 2010-1 Notes are Book-Entry Notes, the voting rights of the
Series 2010-1 Noteholders holding interests in those Book-Entry Notes may be exercised through
the Clearing Agency (pursuant to the rules and procedures of the Clearing Agency) or by the
beneficial owners of the Series 2010-1 Notes; provided however that the Trust or the Indenture
Trustee, as applicable, may require such beneficial owners to provide proof satisfactory to
the Trust and the Indenture Trustee (i) of such ownership (whether by the provision of a
statutory declaration or such other
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evidence as may reasonably be requested); and (ii) that such beneficial owner has not
exercised its voting rights through the Clearing Agency.(2)
    
    Notwithstanding Section 1.2 of the Trust Indenture, in determining whether Noteholders
holding the requisite percentage of Notes of any Class have given any request, demand,
authorization, direction, notice, consent, vote or waiver pursuant to the Trust Indenture,
Notes owned by any Originator, any Servicer or an Affiliate of either, shall not be
disregarded and shall be deemed to be outstanding if (i) in the case of an Originator or its
Affiliates, there are no Noteholders at such time other than an Originator or its Affiliates,
and (ii) in the case of any Servicer or an Affiliate, the subject matter of the request,
demand, authorization, direction, notice, consent, vote or waiver in question does not relate
to its role as Servicer, any replacement of it as Servicer or any Servicer Default.
 Section 2.4 Clean-Up Provision.
  Section 2.5 Notice of Sale of Related Collateral.
  Section 2.6 Noteholder Resolutions.
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ARTICLE 3
COVENANTS AND ACKNOWLEDGMENTS
 Section 3.1 Covenants.
  (a)
    
    Provision of Information.Upon the reasonable request to the Trust of any
Series 2010-1 Noteholder who has provided current contact details to the Financial
Services Agent, the Trust shall deliver or make available to each such Series 2010-1
Noteholder, promptly following receipt of same, all such notices, information, reports,
statements and other documentation as the Trust may receive pursuant to the Purchase
Agreement or the Financial Services Agreement or provide to the Indenture Trustee
pursuant to the Trust Indenture and which are not otherwise publicly available;(b)
    
    Termination of Servicer or other Parties and New Programme Agreements.The
Trust shall not (i) terminate PHH VMS as Servicer under the Purchase Agreement or
designate and appoint a Replacement Servicer thereunder; (ii) terminate PHH VMS as
Financial Services Agent under the Financial Services Agreement, (iii) terminate the
Paying Agent, or (iv) enter into any additional Related Programme Agreements with
respect to Series 2010-1 after the date hereof, except in each case, where (x) it has
been directed to do so by the Series 2010-1 Noteholders by Extraordinary Resolution
notice of which has been concurrently (or previously) been provided to the Related
Rating Agencies, or (y) such action satisfies the Rating Agency Condition in respect of
DBRS and of which not less than 10 Business Day notice has been give to Moodys (and in
the case of the appointment of a Replacement Servicer, such Replacement Servicer is the
Back-Up Servicer (and/or a Substitute Servicer appointing pursuant to the Back-Up
Servicer Agreement) or an established financial institution having a net worth of at
least $50,000,000 and whose regular business includes the servicing of contracts
similar to the contracts included in the Portfolio of Assets);(c)
    
    Notification of Certain Events.The Trust will promptly advise each Series
2010-1 Noteholder who has provided current contact details to the Financial Services
Agent and the Related Rating Agencies, by written notice (in reasonable detail), upon
becoming aware of the occurrence of any of the following:
 (i)
    
    an Event of Termination under the Purchase Agreement;(ii)
    
    a Related Event of Default in respect of the Series
2010-1 Notes;(iii)
    
    the termination or resignation of (w) the Issuer
Trustee as trustee of the Trust; (x) the Indenture Trustee under the Trust
Indenture; (y) the
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Financial Services Agent under the Financial Services Agreement; or (z)
the Financial Services Sub-Agent under the Financial Services Sub-Agency
Agreement; and
 (iv)
    
    the receipt from the Seller of notice of its
intention to exercise its rights under Section 7.3 of the Purchase
Agreement; and
 (d)
    
    Eligible Accounts.If at any time an institution maintaining one of the Series
Accounts ceases to be an Eligible Institution, the Trust will, within 10 Business Days,
move such Series Account to an Eligible Institution.(e)
    
    Swap Agreements. Without limiting Section 2.1(bb)(ii), if at any time the Swap
Agreement is terminated prior to the payment in full of all principal and interest
owing in respect of the Class A-1b Asset-Backed Notes, the Trust shall use all
reasonable commercial efforts to enter into, as soon as reasonably practicable, a
replacement currency swap agreement which satisfies the Rating Agency Condition.
 Section 3.2 Noteholder Agreements and Acknowledgments.
  (a)
    
    no transfer of such Note will be made unless the registration and prospectus
requirements of all applicable securities laws are complied with, or such transfer is
otherwise exempt from any registration and prospectus requirements of all applicable
securities laws;(b)
    
    Class A-1b Asset-Backed Notes will bear a legend to the following effect unless
determined otherwise by the Trust:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE 1933
ACT) OR ANY STATE SECURITIES LAWS. NONE OF THIS CERTIFICATE, SUCH
SECURITIES, OR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY
BE REOFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
 - 14 -




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THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE ONLY IN
ACCORDANCE WITH THE REQUIREMENTS OF THE TRUST INDENTURE, (A)(1) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE 1933
ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A UNDER THE 1933 ACT OR (2) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE 1933 ACT AND, IN THE CASE OF CLAUSE (1), THAT (U) IS A
QUALIFIED PURCHASER WITHIN THE MEANING OF SECTION 3(c)(7) OF THE
INVESTMENT COMPANY ACT, (V) WAS NOT FORMED FOR THE PURPOSE OF
INVESTING IN THE TRUST (EXCEPT WHEN EACH BENEFICIAL OWNER OF THE
PURCHASER IS A QUALIFIED PURCHASER), (W) UNDERSTANDS AND AGREES THAT
THE TRUST MAY RECEIVE A LIST OF PARTICIPANTS IN THE SECURITIES FROM
ONE OR MORE BOOK-ENTRY DEPOSITORIES, (X) IS NOT A BROKER-DEALER THAT
OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25,000,000
IN SECURITIES OF UNAFFILIATED ISSUERS, (Y) IS NOT A PENSION,
PROFIT-SHARING OR OTHER RETIREMENT TRUST FUND OR PLAN IN WHICH THE
PARTNERS, BENEFICIARIES OR PARTICIPANTS OR AFFILIATES MAY DESIGNATE
THE PARTICULAR INVESTMENT TO BE MADE AND (Z) HAS RECEIVED THE
NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE PURCHASER IS A
PRIVATE INVESTMENT COMPANY FORMED ON OR BEFORE APRIL 30, 1996, AND
IN A TRANSACTION THAT MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE
INVESTMENT COMPANY ACT EXEMPTION OR EXCLUSION, (B) IN A PRINCIPAL
AMOUNT OF NOT LESS THAN THE MINIMUM DENOMINATION SET FORTH IN THE
INDENTURE AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION.
ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIOAND WILL NOT OPERATE TO TRANSFER ANY
RIGHTS TO
 - 15 -




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THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE
TRUST, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY. THE HOLDER OF THIS
CERTIFICATE WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THIS CERTIFICATE OF THE RESALE RESTRICTIONS
SET FORTH HEREIN AND IN THE INDENTURE.
 (c)
    
    (i) no prospectus or other public offering document relating to any Class of
Notes (other than the Class A-2a Asset-Backed Notes) has been delivered under any
applicable securities laws, (ii) no other offering document has been delivered to such
Noteholder in connection with the offering or issuance of the Notes held by such
Noteholder, other than (A) the private placement memorandum of the Trust in respect of
any Class A-1b Asset-Backed Notes held by such Noteholder, and (B) the offering
memorandum of the Trust for private placements in Alberta in respect of any Class A-1a
Asset-Backed Notes held by such Noteholder or for private placements in Ontario in
respect of any Class A-2b Asset-Backed Notes or Class B Asset-Backed Notes held by such
Noteholder, (iii) the Noteholder agrees that it has received a copy of the applicable
completed final prospectus (including prospectus supplement), private placement
memorandum or offering memorandum pertaining to the Class of Notes which has been
purchased, (iv) the Notes (other than the Class A-2a Asset-Backed Notes) are being sold
on a private placement basis exempt from the prospectus requirements of applicable
securities laws and (v) the resale of the Notes (other than the Class A-2a Asset-Backed
Notes) may be restricted under applicable securities laws;
 (d)
    
    with regard to any Class A-1b Asset-Backed Note initially sold to a U.S.
investor:
 (i)
    
    such Noteholder is a qualified institutional buyer
(a Qualified Institutional Buyer) as defined in Rule 144A (Rule 144A)
under the Securities Actof 1933, as amended (the 1933 Act) and is aware
that the seller of such Class A-1b Asset-Backed Note may be relying on the
exemption from the registration requirements of the 1933 Act provided by
Rule 144A and is acquiring such Class A-1b Asset-Backed Note for its own
account or for the account of one or more qualified institutional buyers
for whom it is authorized to act;(ii)
    
    such Noteholder understands that such Class A-1b
Asset-Backed Note has not been registered under the 1933 Act, and that, if
in the future it decides to offer, resell, pledge or otherwise transfer
such Class A-1b Asset-Backed Note, such Class A-1b Asset-Backed Note may
be offered, resold, pledged or otherwise transferred only to a person
which the seller reasonably believes is a Qualified Institutional Buyer
that is purchasing such Class A-1b Asset-Backed Note for its own
 - 16 -




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account or for the account of a Qualified Institutional Buyer to which
notice is given that the transfer is being made in reliance on Rule
144A, in each case in compliance with the requirements of this Trust
Indenture;(iii)
    
    such Noteholder understands that such Class A-1b
Asset-Backed Note may be offered, resold, pledged or otherwise transferred
only to a person that is a qualified purchaser within the meaning of
section 3(c)(7) of the United States Investment Company Actof 1940, as
amended (the Investment Company Act), was not formed for the purpose of
investing in the Trust (except when each beneficial owner of the purchaser
is a qualified purchaser), understands and agrees that the Trust may
receive a list of participants in the securities from one or more
book-entry depositories, is not a broker-dealer that owns and invests on a
discretionary basis less than U.S.$25,000,000 in securities of
unaffiliated issuers, is not a pension, profit-sharing or other retirement
trust fund or plan in which the partners, beneficiaries or participants or
affiliates may designate the particular investment to be made, and has
received the necessary consent from its beneficial owners when the
purchaser is a private investment company formed on or before April 30,
1996, and in a transaction that may be effected without loss of any
applicable Investment Company Act exemption or exclusion;(iv)
    
    such Noteholder is duly authorized to purchase such
Class A-1b Asset-Backed Note and its purchase of investments having the
characteristics of such Class A-1b Asset-Backed Note, is authorized under,
and not directly or indirectly in contravention of, any law, charter,
trust instrument or other operative document, investment guidelines or
list of permissible or impermissible investments that is applicable to the
Noteholder;(v)
    
    such Noteholder understands that each holder of a
Class A-1b Asset-Backed Note, by virtue of its acceptance thereof, assents
to the terms, provisions and conditions of this Trust Indenture; and(vi)
    
    in the event that the transfer of a Class A-1b
Asset-Backed Note is not to be made through a transfer of beneficial
ownership through the Book-Entry System, the prospective transferee shall
make such certifications to the Trust, the Indenture Trustee and the
Paying Agent in writing as may be required in order to assure compliance
with the 1933 Act and state securities laws;
 (e)
    
    as a further condition to the registration of any sale, transfer, assignment,
participation, pledge or other disposition or encumbrance of a Series 2010-1 Note
 - 17 -




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(other than transfers of beneficial ownership through the Book-Entry System, in
which prospective transferees will be deemed to so represent when it becomes a
holder), the prospective transferee of such Note will be required to represent to
the Indenture Trustee, the Paying Agent and the Trust the following, unless
determined otherwise by the Trust (as certified to the Indenture Trustee in an
Officers Certificate):
 (i)
    
    it understands that no subsequent transfer of the
Note is permitted unless the proposed transferee complies with the
requirements of this section; and(ii)
    
    it understands that any purported transfer of the
Note (or any interest therein) in contravention of any of the restrictions
and conditions contained in this Section 3.2 will be null and void, and
the purported transferee in any such purported transfer will not be
recognized by the Trust or any other person as a Noteholder for any
purpose; and
 (f)
    
    that it has been, and may in the future be, entrusted with certain information
which is non-public, confidential, or proprietary in nature, and that,
 (i)
    
    without the prior written consent of the Seller,
except as required by law or, after any Related Event of Default, to
enforce its rights and remedies hereunder, it will keep all Information
confidential and will not disclose any Information to any one other than
such Noteholder or its affiliates, or their respective directors,
officers, employees, agents, advisors or representatives (collectively,
Representatives), in any manner whatsoever, in whole or in part, and
will not use any Information and will ensure that its Representatives do
no use any Information, for any purpose other than for the purpose of
evaluating and administering such Noteholders ownership of Notes;(ii)
    
    Information means any and all information, data,
documents and materials relating to the business and operations of the
Seller or its other affiliates (including any other entity identified by
the Seller in writing as an affiliate), whether oral, in writing or other
tangible or intangible form, including any information relating to
accounts, Obligations, assets, profitability, methods of operation,
vendors, service providers, suppliers, systems, procedures, algorithms or
computer hardware or software, and other confidential information of the
Seller or its affiliates, including any confidential information of third
parties in the possession of the Seller or its affiliates, and any copies,
analyses, compilations, forecasts, studies, reports, memoranda, notes or
other documents prepared by the Noteholder or its affiliates or the
Representatives that contain or are based, in whole or in part, on such
information, including the computer tapes or files upon which
 - 18 -




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such information is stored, and including further any reports or other
information provided from time to time by the Seller under the Purchase
Agreement or by the Trust under the Trust Indenture, but Information
will not include any item of Information, which: (w) is or becomes
publicly available (either to the general public or to any relevant
trade or industry group), other than as a result of a breach of this
Agreement by such Noteholder, its affiliates or Representatives; (x) is
or becomes available to the Noteholder, its affiliates or
Representatives on a non-confidential basis, provided that such
Noteholder its affiliates or Representatives has no knowledge or notice
that the source of such information was bound by a confidentiality
agreement with respect to such information; (y) has been otherwise
independently acquired or developed by the Noteholder, its affiliates or
Representatives without the aid, application or use of any Information;
or (z) is known by the Noteholder, its affiliates or Representatives
without restriction prior to its disclosure to the Noteholder. The
burden for establishing that any Information falls within one of the
foregoing exceptions shall be the responsibility of the Noteholder; and(iii)
    
    if such Noteholder, its affiliates, or
Representatives becomes legally compelled to disclose any of the
Information, the Noteholder will provide the Seller with prompt notice
(unless the Noteholder is prohibited by law or court order from doing so)
so that the Seller may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this confidentiality
provision. If such protective order or other remedy is not obtained, or
if the Seller waives compliance with the provisions of this
confidentiality provision, the Noteholder will furnish only that portion
of the Information which the Noteholder is advised by its counsel is
legally required and will take commercially necessary steps to obtain
assurance that confidential treatment will be accorded the Information.
Notwithstanding the foregoing, the Noteholder may (without notifying the
Seller) disclose Information to any regulatory authority having
jurisdiction over the Noteholder in the course of any routine regulatory
examination of such Noteholder conducted by such authority;
provided, however, that such authority is notified of the
confidential nature of the Information and of the need to keep the
Information confidential.
 - 19 -




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ARTICLE 4
GENERAL
 Section 4.1 Confirmation of Trust Indenture.
  Section 4.2 Obligations of the Trust.
  Section 4.3 Acceptance.
  Section 4.4 Limitation of Liability of Issuer Trustee.
 (1)
    
    The Issuer Trustee has entered into this Supplemental Indenture solely in its capacity as
trustee of the Trust and not in its personal capacity, and any and all of the representations,
warranties, undertakings, covenants, indemnities, agreements and other obligations made on the
part of or by the Issuer Trustee herein are made and intended not as personal representations,
warranties, undertakings, covenants, indemnities, agreements and other obligations of or by
the Issuer Trustee or for the purpose or with the intention of binding the Issuer Trustee in
its personal capacity, but are made and intended for the purpose of binding only the Trust and
the Trust Property or a specific portion thereof. No property or assets of the Issuer
Trustee, whether owned beneficially by it in its personal capacity or otherwise (other than
the Trust Property), will be subject to levy, execution or other enforcement procedures with
regard to any of the representations, warranties, undertakings, covenants, indemnities,
agreements or other obligations of the Trust or the Issuer Trustee hereunder, and no recourse
may be had or taken, directly or indirectly against the Issuer Trustee in its personal
capacity, any beneficiary of the Trust or any affiliate, shareholder, director, officer,
representative, employee or agent of the Issuer Trustee or any predecessor or successor of the
Issuer Trustee with regard to the representations, warranties, undertakings, covenants,
indemnities, agreements and other obligations of the Trust or the Issuer Trustee hereunder.(2)
    
    This Supplemental Indenture shall be deemed and construed for all purposes as if made by the
Financial Services Agent in and only in its capacity as agent of the Issuer Trustee. Any
liability of the Financial Services Agent under this Supplemental Indenture is non-recourse to
the Financial Services Agent in its personal capacities and limited solely to the property of
the Trust. No other property or assets of the Financial Services Agent,
 - 20 -




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##### 



whether owned by it in its personal capacity or otherwise, will be subject to levy,
execution or other enforcement procedure with regard to any obligation under this Agreement.(3)
    
    The foregoing will not in any way affect any rights that the other parties hereto may have
hereunder to (a) proceed against any person with respect to the enforcement of any guarantee
of, or collateral security for, payment of such obligations or (b) recover any funds, damages,
expenses or costs as a result of fraud, wilful misconduct, bad faith, negligence or
misrepresentation by the Issuer Trustee or the Financial Services Agent in its personal
capacity.
 Section 4.5 Execution in Counterparts.
  Section 4.6 Formal Date.
  Section 4.7 Delivery of Executed Copies.
  Section 4.8 Rule 144A Information.
  (a)
    
    the Private Placement Memorandum dated January 25, 2010 and any amendments and
supplements thereto;(b)
    
    the Related Programme Agreements and any amendments thereto;(c)
    
    copies of each statement or report sent to Noteholders pursuant to Section
3.1(a) during the 12 months immediately prior to such request; and(d)
    
    such other information as is reasonably available to the Trust and is directly
related to the payments on the Notes and the servicing and performance of the Related
Collateral.
 - 21 -




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##### 



[Signature page follows]
 - 22 -




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##### 



BNY TRUST COMPANY OF CANADAin its 
capacity as trustee of
FLEET LEASING RECEIVABLES TRUST,by its 
Financial Services
Agent, PHH VEHICLE MANAGEMENT SERVICES INC.By:
    /s/
    Mark E. JohnsonName:
    Mark E. JohnsonTitle:
    Senior Vice-President and TreasurerCOMPUTERSHARE TRUST COMPANY OF
CANADA, as Indenture Trustee and
Paying AgentBy:

/s/ David HaAuthorized SignatoryBy:

/s/
Michelle SchultzAuthorized Signatory Signature Page to Series 2010-1 Supplemental Indenture




---



##### 



SCHEDULE A-1a
 Issue Date: [ ]
    
    No.  [ ]
 FLEET LEASING RECEIVABLES TRUST
SERIES 2010-1 CLASS A-1A ASSET-BACKED NOTE
 [ ]
 FLEET LEASING RECEIVABLES TRUST Trust
 CDS & CO.
 [ ] prima facie
 Trust Indenture
 CDS
 [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER ISSUANCE]




---



##### 



Countersigned by Computershare Trust Company of Canada, as
Indenture Trustee
    
    BNY TRUST COMPANY OF CANADA, in its capacity as trustee of
FLEET LEASING RECEIVABLES TRUSTBy:
    
    
    
    By:Authorized Signing Officer
    
    
    
    Authorized Signing Officer
 Date of Countersignature:
    
    
    
    By:Authorized Signing Officer
 - 2 -




---



##### 



SCHEDULE A-1b
 Issue Date: [ ]
    
    No. [ ]
 FLEET LEASING RECEIVABLES TRUST
SERIES 2010-1 CLASS A-1B ASSET-BACKED NOTE
 [ ]
 FLEET LEASING RECEIVABLES TRUST Trust
 CDS & CO.
 [ ] prima
facie
 Trust Indenture
 CDS
 1933 ACT




---



##### 



, AB INITIO
 Countersigned by Computershare Trust Company of Canada, as
Indenture Trustee
    
    BNY TRUST COMPANY OF CANADA, in its capacity as trustee of
FLEET LEASING
RECEIVABLES TRUSTBy:
    
    
    
    By:Authorized Signing Officer
    
    
    
    Authorized Signing Officer
 Date of Countersignature:
    
    
    
    By:Authorized Signing Officer
 - 2 -




---



##### 



SCHEDULE A-2a
 Issue Date: [ ]
    
    No. [ ]
 FLEET LEASING RECEIVABLES TRUST
SERIES 2010-1 CLASS A-2A ASSET-BACKED NOTE
 [ ]
 FLEET LEASING RECEIVABLES TRUST Trust
 CDS & CO.
 [ ] prima facie
 Trust Indenture
 CDS




---



##### 



Countersigned by Computershare Trust Company
of Canada, as
 Indenture Trustee
    
    BNY TRUST COMPANY OF CANADA, in its capacity as trustee of
FLEET LEASING RECEIVABLES TRUSTBy:
    
    
    
    By:Authorized Signing Officer
    
    
    
    Authorized Signing Officer
 Date of Countersignature:
    
    
    
    By:Authorized Signing Officer
 - 2 -




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##### 



SCHEDULE A-2b
 Issue Date: [ ]
    
    No. [ ]
 FLEET LEASING RECEIVABLES TRUST
SERIES 2010-1 CLASS A-2B ASSET-BACKED NOTE
 [ ]
 FLEET LEASING RECEIVABLES TRUST Trust
 CDS & CO.
 [ ] prima facie
 Trust Indenture
 CDS
 [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER ISSUANCE]




---



##### 



Countersigned by Computershare Trust Company
of Canada, as
Indenture Trustee
    
    BNY TRUST COMPANY OF CANADA, in its capacity as trustee of
FLEET LEASING RECEIVABLES TRUSTBy:
    
    
    
    By:Authorized Signing Officer
    
    
    
    Authorized Signing Officer
 Date of Countersignature:
    
    
    
    By:Authorized Signing Officer
 - 2 -




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##### 



SCHEDULE B
 Issue Date: [ ]
    
    No. [ ]
 FLEET LEASING RECEIVABLES TRUST
SERIES 2010-1 CLASS B ASSET-BACKED NOTE
 [ ]
 FLEET LEASING RECEIVABLES TRUST Trust
 CDS & CO.
 [ ] prima facie
 Trust Indenture
 CDS
 [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY AFTER ISSUANCE]




---



##### 



Countersigned by Computershare Trust Company of Canada, as
Indenture Trustee
    
    BNY TRUST COMPANY OF CANADA,in its capacity as trustee of
FLEET LEASING RECEIVABLES TRUSTBy:
    
    
    
    By:Authorized Signing Officer
    
    
    
    Authorized Signing Officer
 Date of Countersignature:
    
    
    
    By:Authorized Signing Officer
 - 2 -